TBS : Notice of Convocation of the 97th Ordinary General Meeting of Shareholders（970KB）

[Translation: Please note that the following purports to be an accurate translation of excerpt contents of the original Japanese document, prepared for foreign shareholders solely as a reference material. In case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain explanations for the domestic voting procedures are omitted or modified in this translation. The English names of programs and events contained in this document are provisional translations and subject to possible future change.]

Securities Code: 9401

June 3, 2024

Dear Shareholders:

TBS HOLDINGS, INC. (the "Company")

Takashi Sasaki

President and Chief Executive Officer

5-3-6 Akasaka, Minato-ku, Tokyo

Notice of Convocation of the 97th Ordinary General Meeting of Shareholders

We are pleased to announce the 97th Ordinary General Meeting of Shareholders of the Company, which will be held as described below.

In convening this General Meeting of Shareholders, we have taken measures to provide the contents of the Reference Documents for the General Meeting of Shareholders in electronic format (matters to be provided in electronic format), which are posted on each of the following websites. Please access any of these websites to confirm the contents.

[The Company's website] https://www.tbsholdings.co.jp/ir/stakeholders/meeting.html

[Website for posting Materials for the General Meeting of Shareholders] https://d.sokai.jp/9401/teiji/

If you do not attend the meeting, you may exercise your voting rights via the Internet or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders, and follow the procedures below to exercise your voting rights by 5:30 P.M. on Wednesday, June 26, 2024 (JST).

Exercise of voting rights via the Internet

Please access the website for exercising voting rights designated by the Company (https://evote.tr.mufg.jp/ in Japanese only) and follow the instructions on the screen to enter your approval or disapproval of the proposals by the above-stated deadline for exercising your voting rights.

Exercising Voting Rights in Writing (by Mail)

Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form and send it to the Company so that it arrives by the above-stated deadline for exercising your voting rights.

[English Translation]

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		Details
1.	Time and Date of the Meeting	10:00 A.M. [Thursday], June 27, 2024
		(the reception will start at 9:00 A.M.)
2.	Place of the Meeting	TBS Akasaka BLITZ Studio
		5-3-2 Akasaka, Minato-ku, Tokyo, JAPAN

3. Purpose of the Meeting Matters for Reporting:

1. Report on the business report, the consolidated financial statements and the audit results of the consolidated financial statements by the Accounting Auditors and the Audit & Supervisory Board for the 97th fiscal year (from April 1, 2023 to March 31, 2024)
2. Report on the non-consolidated financial statements for the 97th fiscal year (from April 1, 2023 to March 31, 2024)

Matters for Resolution

First Item of Business: Appropriation of Surplus

Second Item of Business: Reduction in the Amount of Legal Capital Surplus

Third Item of Business: Partial Amendments to the Articles of Incorporation

Fourth Item of Business: Election of Ten (10) Directors

Fifth Item of Business: Election of Five (5) Audit & Supervisory Board Members

Sixth Item of Business: Appropriation of Surplus

The outline of the Shareholder Proposal (Sixth Item of Business) is as described in the Reference Materials for the General Meeting of Shareholders.

4. Matters Determined for the Convocation of the Meeting

1. If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the voting form, it will be treated as an indication of approval for the Company proposals and disapproval for the shareholder proposal.
2. If you exercise your voting rights more than once via the Internet, the last vote will be treated as the valid vote.
3. If you exercise your voting rights both via the Internet and in writing (by mail), the vote exercised via the Internet will be treated as valid, regardless of the arrival date and time.
4. If you wish to exercise your voting rights by proxy, you may delegate your voting rights to one other shareholder who has voting rights in accordance with the provisions of the Articles of Incorporation of the Company. However, a written document evidencing the proxy's power of representation must be submitted in advance.
5. • End -

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[English Translation]

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• If you plan to attend the meeting, please submit the Voting Rights Exercise Form to the reception desk on the day.
• In the event of any amendments to the matters to be provided in electronic format, a notice of such amendments will be posted on the Company's website and on the website for posting materials for the General Meeting of Shareholders, as well as items before and after such amendments.
• The following items are not included in the written documents provided to shareholders who have requested the delivery of such documents, pursuant to the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company.

Business Report

The Current Position of TBS Holdings, Inc. and its Subsidiaries Business Activities and Results

Priorities

Assets and Profit/Loss Main Business Activities Principal Sales Office Work Force

Main Lenders

Common Stock Accounting Auditors

System for Ensuring the Appropriateness of Business Operations Basic Policy Regarding Parties Deciding on Financial and Business Policies of TBS Holdings, Inc.

Consolidated Financial Statements Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Changes in Equity Notes to Consolidated Financial Statements Financial Statements

Non-Consolidated Balance Sheets Non-Consolidated Statements of Income Non-Consolidated Statements of Changes in Equity Notes to Non-Consolidated Financial Statements Audit Reports

Independent Auditors' Report (Consolidated Statutory Report) Independent Auditors' Report (Statutory Report)

Audit & Supervisory Board's Report

These items are included in the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements audited by the Accounting Auditor or Audit & Supervisory Board members when preparing the Audit Reports or the Independent Auditors' Report.

[English Translation]

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Electronic Voting Platform

Regarding the exercise of voting rights via electronic means at the Company's General Meeting of Shareholders, nominee shareholders such as trust and custody banks (including standing proxies) may, as an alternative to the voting via the Internet described above, use the Electronic Voting Platform organized by the Investor Communications Japan (ICJ) Inc., a joint venture company established by the Tokyo Stock Exchange, etc., provided that application for the use of the Electronic Voting Platform is made in advance.

Inquiries on exercising voting rights via the Internet

Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust and Banking Corporation 0120-173-027 (toll free, only in Japan, from 9:00 A.M. to 9:00 P.M.)

To Institutional Investors:

Institutional investors may also exercise voting rights at this General Meeting electronically using the "Electronic Voting Rights Platform" operated by ICJ, Inc.

[English Translation]

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Reference Materials for the General Meeting of Shareholders

Company Proposals (First Item of Business through Fifth Item of Business)

First Item of Business: Appropriation of Surplus

Since returning the Company's profits to the shareholders is one of the significant managerial issues, the Company takes basic policies to implement annual dividends on a stable and continual basis, with a target of a dividend payout ratio of 30% of the consolidated profit attributable to owners of parent for the fiscal year under review. The Company has decided that dividend per share during the period of this Medium-term Management Plan (FY2021 to FY2023) shall not fall below ¥30. With respect to the year-end dividend for FY2023, taking elements of revenues for the fiscal year under review and the financial conditions, among other things into consideration comprehensively, it is proposed as follows:

Matters related to year-end dividend:

1. Type of dividend property: Cash
2. Matters related to distribution of cash and total amount: ¥22 per share of common stock of the Company
   The total dividend amount: ¥3,633,665,530
   Including the interim dividend of ¥22, the annual dividend will be ¥44 per share.
3. Effective date for dividends from surplus to shareholders: June 28, 2024

[English Translation]

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Second Item of Business:

Reduction in the Amount of Legal Capital Surplus

1. Reason for reduction in the amount of legal capital surplus

In order to prepare for future flexible capital policies and to ensure the agility and flexibility of financial strategies to promote the Planning of Akasaka Entertainment City Initiative and other growth strategies to achieve the "TBS Group Medium-term Management Plan 2026" and "TBS Group VISION 2030" beyond the plan, it is proposed to reduce the amount of legal capital surplus and transfer it to other capital surplus in accordance with the provisions of Article 448, Paragraph 1 of the Companies Act.

2. Details of reduction in the amount of legal capital surplus

1. Amount of legal capital surplus to be reduced
   Out of ¥35,026,114,648 in legal capital surplus, ¥25,000,000,000 will be reduced and the entire amount of reduction will be transferred to other capital surplus, bringing the amount of legal capital surplus after the reduction to ¥10,026,114,648.
2. Schedule for reduction in the amount of legal capital surplus
   Date of resolution by Board of Directors: May 14, 2024
   Date of resolution by General Meeting of Shareholders: June 27, 2024 (plan)
   Date of public notice of creditors' objection: July 23, 2024 (plan)
   Final date for creditors' objection: August 23, 2024 (plan)
   Effective date: August 30, 2024 (plan)

[English Translation]

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Third Item of Business:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
2. 1. Toward the realization of "TBS Group VISION2030," the Company is promoting innovation in content creativity and "EDGE," an expansion strategy for unlimited expansion of the content we have created. As part of the initiatives, the Company made YARUKI Switch Group Holdings Co., Ltd. a consolidated subsidiary on June 29, 2023 for the purpose of making a full advance into the intellectual training and education business, and also announced its full-scale entry into the gaming industry, through Tokyo Broadcasting System Television, Inc., in July 2023. As a result of this, the purpose of business stipulated in Article 2 of the Articles of Incorporation shall be partially amended.
   2. In order to maintain an appropriate number of Directors, the number of Directors stipulated in Article 21 of the Articles of Incorporation shall be reduced from "no more than twenty (20)" to "no more than fourteen (14)."
3. Details of the amendments are as follows.

			(The underlined portions indicate the changes.)
	Current Articles of Incorporation		Proposed amendments
(Purpose)		(Purpose)
Article 2.		Article 2.
1. The purpose of the Company shall be, by holding	1. The purpose of the Company shall be, by holding
shares or equity in companies that carry out the	shares or equity in companies that carry out the
following businesses (including foreign companies),	following businesses (including foreign companies),
associations (including those equivalent to	associations (including those equivalent to
associations in foreign countries), and other similar	associations in foreign countries), and other similar
business entities, to control and manage the business	business entities, to control and manage the business
activities thereof, as well as to support the business	activities thereof, as well as to support the business
activities of such companies, etc.	activities of such companies, etc.
1. through 12. (Omitted)	1. through 12. (Unchanged)
13.	Development and sales of computer-related	13.	Planning,development and sales of computer-
	software		related software
14. through 35. (Omitted)	14. through 35. (Unchanged)
36.	Management of the education business related to	36.	Education business
	broadcasting and communication, language and
	beauty, etc.
37.	All operations incidental or related to any of the	37.	All operations incidental or related to any of the
	preceding items		preceding items
2. The Company may engage in businesses listed in	2. The Company may engage in businesses listed in
each item of the preceding paragraph or all	each item of the preceding paragraph or all
businesses incidental or related thereto.	businesses incidental or related thereto.
(Number and Election of Directors)	(Number and Election of Directors)
Article 21.		Article 21.
1. Directors of the Company shall not exceed twenty	1. Directors of the Company shall not exceed fourteen
(20), and shall be elected by a resolution of a General	(14), and shall be elected by a resolution of a General
Meeting of Shareholders.	Meeting of Shareholders.
2. A resolution for the election of Directors shall be	2. A resolution for the election of Directors shall be
adopted by a majority vote of the shareholders in	adopted by a majority vote of the shareholders in
attendance who hold one-third or more of the voting	attendance who hold one-third or more of the voting
rights of shareholders who are entitled to exercise	rights of shareholders who are entitled to exercise
voting rights.	voting rights.
3. Cumulative voting shall not be used for the	3. Cumulative voting shall not be used for the
resolution to elect Directors.	resolution to elect Directors.

[English Translation]

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Fourth Item of Business: Election of Ten (10) Directors

The terms of all ten (10) Directors of the Company will expire at the conclusion of this Ordinary General Meeting of Shareholders.

Accordingly, the Company would like to ask shareholders to elect ten (10) Directors at this Ordinary General Meeting of Shareholders. If this item is approved as originally proposed, the Company will continue to be a structure where Outside Directors make up at least 1/3 of the Board of Directors, and where one (1) of the Directors is female. The candidates for Directors are as follows:

					Attendance to	Nomination	Remuneration
Candidate				Position in the Company	meetings of
	Name		Advisory	Advisory
number			after election	Board of
			Committee	Committee
					Directors
1	Re-election	Takashi Sasaki	Male	Chairman and Director	100%
2	Newly-	Ryujiro Abe	Male	President and Chief		●*	●*
	appointed			Executive Officer
3	Newly-	Masamine Ryuho	Male	Vice President and		●*	●*
	appointed			Representative Director
4	Re-election	Tatsuo Sugai	Male	Executive Vice President	85%
				and Board Director
5	Newly-	Yasushi Gemba	Male	Managing Director		●*	●*
	appointed
6	Newly-	Shigetoshi Ida	Male	Managing Director
	appointed
7	Re-election	Hitoshi Kashiwaki	Male	Outside Director
	Outside				100%	◎	◎
	Independent
8	Re-election	Yosuke Yagi	Male	Outside Director
	Outside				100%	●	●
	Independent
9	Re-election	Makoto Haruta	Male	Outside Director
	Outside				100%	●	●
	Independent
10	Re-election	Natsuko Takei	Female	Outside Director
	Outside				100%	●	●
	Independent

◎ Refers to chair of Advisory Committee.

• If Mr. Ryujiro Abe, Mr. Masamine Ryuho, and Mr. Yasushi Gemba are elected as Directors, they will become members of the Nomination Advisory Committee and the Remuneration Advisory Committee.

[English Translation]

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Board of Directors Skills Matrix

The skillsets necessary for the Company's Board of Directors and the skills of each Director candidate are as follows.

The Company has formulated "TBS Group VISION 2030" and is accelerating its transformation from a media group to a content group.

These are the skill categories needed to achieve that vision, such as improving the value of broadcasting, executing the growth strategy "EDGE," addressing materialities (priority issues), and enhancing corporate value through sustainability management, as described in the plan.

					Human	Competitive	Growth Strategy "EDGE"
	Company	Finance &		Legal &	Strategy
Name	Sustainability	Resource
Management	Accounting	Compliance	Media	Digital	Global	Experience
		Management
					Content	Domain	Domain	Domain
Takashi Sasaki	●	●				●
Ryujiro Abe	●		●	●		●			●
Masamine	●					●	●
Ryuho
Tatsuo Sugai	●					●	●	●	●
Yasushi Gemba		●				●			●
Shigetoshi Ida			●	●	●	●
Hitoshi	●	●			●			●
Kashiwaki
Yosuke Yagi	●		●		●			●
Makoto Haruta	●	●					●		●
Natsuko Takei				●			●	●

[English Translation]

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Candidate					Number of shares of the Company
				owned:	67,607 shares
number
1	Takashi Sasaki	Jul. 5, 1959		Re-election	Attendance to meetings of Board of
		13/13 (100%)
		Date of birth			Directors:
Summary of career and position and areas of responsibility
Apr. 1982:	Joined the Company		Mar. 2015:	Director of Tokyo Broadcasting System Television,
Jun. 2009:	Division President of Finance Division of Tokyo		Inc.
	Broadcasting System Television, Inc.		Jun. 2015:	Director of the Company
Nov. 2010:	Division President of Group Managerial Planning	Apr. 2016:	Managing Director of the Company
	Division of the Company			Managing Director of Tokyo Broadcasting System
	Division President of Office of Corporate Planning
		Television, Inc.
	of Tokyo Broadcasting System Television, Inc.	Jun. 2017:	Senior Managing Director of the Company
Apr. 2012:	Division President of Programming Division of		Senior Managing Director of Tokyo Broadcasting
	Tokyo Broadcasting System Television, Inc.		System Television, Inc.
Apr. 2013:	Executive Officer, Division President of	Jun. 2018:	President and Chief Executive Officer of the
	Programming Division of Tokyo Broadcasting		Company (incumbent)
	System Television, Inc.			President and Representative Director of Tokyo
Feb. 2014:	Executive Officer of the Company			Broadcasting System Television, Inc. (incumbent)
	Executive Officer of Tokyo Broadcasting System		Areas of responsibility: Office of Internal Audit
	Television, Inc.

Important concurrent position outside the Company

President and Representative Director of Tokyo Broadcasting System Television, Inc.

Outside Director of The Mainichi Newspapers Group Holdings Co., Ltd.

Reason for nomination as candidate for Director

Mr. Takashi Sasaki currently supervises the policy for enhancing the corporate value of the Group as President and Chief Executive Officer of the Company and Tokyo Broadcasting System Television, Inc. He has extensive experience and achievements in corporate management, as well as a deep understanding and knowledge of the business environment.

Candidate
number	Ryujiro Abe	May 11, 1964	Newly-appointed	Number of shares of the Company
2	17,320 shares
		Date of birth			owned:
Summary of career and position and areas of responsibility
Apr. 1988:	Joined the Company		Jan. 2019:	President and Representative Director of TBS
				Sparkle, Inc.
Apr. 2016:	Division President of Group Managerial Planning	Jun. 2020:	Director of Tokyo Broadcasting System Television,
	Division of the Company			Inc.
	Division President of Office of Corporate Planning
	of Tokyo Broadcasting System Television, Inc.
Jun. 2017:	President and Representative Director of TBS-	Jun. 2022:	Executive Officer in charge of Growth Strategy of the
	VISION, Inc.			Company (incumbent)
Jun. 2018:	Executive Officer of the Company

Reason for nomination as candidate for Director

Mr. Ryujiro Abe contributes to enhancing the corporate value of the Group as Executive Officer in charge of growth strategy and General Manager of EDGE Strategy HQ. He has extensive experience and achievements in corporate management, as well as a deep understanding and knowledge of the business environment.

[English Translation]

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