Nippon Television : Notice of Convocation of the 91st Ordinary General Meeting of Shareholders

[Translation for Reference and Convenience Purposes Only]

• Management Philosophy of the Nippon TV Group

At the Forefront of Inspiration and Reliability

To be the best for consumers and the best for creators.

The Nippon TV Group aims to create all forms of inspiration and be the most trusted company.

• Slogan of Medium-Term Management Plan 2022 to 2024

More than just TV: Moving beyond borders

As a company at the forefront of inspiration and reliability, we aim to create new inspirational experiences that transcend media, national borders, fixed ideas, and all boundaries.

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[Translation for Reference and Convenience Purposes Only]

(Securities Code: 9404) May 31, 2024 (Commencement of electronic provision measures: May 30, 2024)

To Those Shareholders with Voting Rights

Yoshikuni Sugiyama Representative Director Nippon Television Holdings, Inc. 6-1, Higashi Shimbashi 1-chome,Minato-ku, Tokyo

NOTICE OF CONVOCATION OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

We hereby inform you of the 91st Ordinary General Meeting of Shareholders of Nippon Television Holdings, Inc. ("the Company"). The Meeting will be held as described below.

Electronic provision measures have been taken upon convening the Meeting. Matters subject to electronic provision measures are posted on the following website.

The Company's website: https://www.ntvhd.co.jp/english/ir/holder/meeting/

In addition to the above website, the matters are also posted on the website of the Tokyo Stock Exchange ("TSE"). Please access the following TSE website (Listed Company Search), enter "Nippon Television Holdings" in the issue name (company name) column or "9404" in the code column, and click "Search." Then click on "Basic information" and "Documents for public inspection/PR information" to view the information.

TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You may exercise your voting rights via the Internet or in writing (by mail) instead of attending the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders and cast your vote according to the Information on Exercising Voting Rights by 6 p.m. on Wednesday, June 26, 2024.

1. Date and Time	10 a.m., Thursday, June 27, 2024
2. Place	KEIO PLAZA HOTEL TOKYO 5F Concord Ballroom
	2-2-1,Nishi-Shinjuku,Shinjuku-ku, Tokyo
3. Agendas of the Meeting	*Please refer to the map at the end of this notice.
Matters to be	1. Business Report and Consolidated Financial Statements for the 91st
Reported:	Fiscal Term (from April 1, 2023 to March 31, 2024) and Reports of
	Audit on the Consolidated Financial Statements by the Independent
	Auditor and the Audit & Supervisory Board
	2. Non-Consolidated Financial Statements for the 91st Fiscal Term
Items of Business:	(from April 1, 2023 to March 31, 2024)
First Item of Business:	Partial Amendment to Articles of Incorporation (1)
Second Item of Business:	Partial Amendment to Articles of Incorporation (2)
Third Item of Business:	Appropriation of Surpluses
Fourth Item of Business:	Election of Eleven (11) Board Directors
Fifth Item of Business:	Election of One (1) Audit & Supervisory Board Member
Sixth Item of Business:	Election of One (1) Alternate Audit & Supervisory Board Member
Seventh Item of Business:	Election of Independent Auditor

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Matters Disclosed on the Internet

• Treatment of Voting Rights Exercise Forms with no indication of consent or dissent to the proposals
• 
  Any exercise of voting rights with no indication of consent or dissent to the proposals on the Voting Rights Exercise Form will be treated as a vote of consent.
• In accordance with the law and the provisions of the Company's Articles of Incorporation, the following matters subject to electronic provision measures are not included in the documents delivered to shareholders who requested the delivery of documents. Audit & Supervisory Board Members and the Independent Auditor have audited the documents subject to the audit including the following matters.
• 1. Business Report "3. A System to Ensure Appropriateness of Business Operations and its Operating Situation" and "4. Basic Policy Regarding Control of the Company"
  2. Notes to the Consolidated Financial Statements
  3. Notes to the Non-Consolidated Financial Statements
• In case of any changes in the information provided electronically, a notice for the said changes will be published through the website of the Company and the Tokyo Stock Exchange, with new descriptions and the relevant original related to the changed information posted on the both.

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Important Notice on the Exercise of Voting Rights

• Voting at the General Meeting of Shareholders is an important right of shareholders. Shareholders are strongly recommended to exercise their voting rights in writing or via the Internet beforehand after examining the Reference Documents for the General Meeting of Shareholders. Please refer to pages 5 to 6 for details on how to exercise voting rights.
• The Company will send one original QUO Card (worth ¥500) at a later date to each shareholder who exercised their voting rights beforehand, regardless of approving or disapproving the proposals. Please note that, with the Meeting, the Company will terminate sending a QUO Card considering that the restrictions due to the COVID- 19 pandemic are being lifted, etc. The Company will seek other ways to improve shareholder benefits in the future.
  (For votes cast via the Internet by 6 p.m. on Wednesday, June 26, 2024 or arriving by mail by 6 p.m. on Wednesday, June 26, 2024)
• After the end of the Meeting, we plan to post a video of a digest version of the Meeting on the Company's website.
  https://www.ntvhd.co.jp/ir/holder/meeting/
  To view the video, please enter the login ID and password printed on the enclosed attachment "Requests regarding the exercise of voting rights at the 91st Ordinary General Meeting of Shareholders of Nippon Television Holdings, Inc."
  Viewing the video may not be possible depending on your device or network environment. Any provider connection fees and communication costs (telephone charges) for viewing shall be borne by the shareholder. Please note that sections of the video that infringe the privacy of shareholders may be edited out when distributing the video.

We ask for our shareholders' understanding of the circumstances surrounding the Meeting.

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Information on Exercising Voting Rights

Shareholders who exercise their voting rights beforehand

Exercising voting rights via the Internet

Please see the next page and cast your vote on the items of business by the deadline below.

Deadline for exercising voting rights: Cast by 6 p.m. on Wednesday, June 26, 2024

Exercising voting rights in writing by mail

Please cast your vote on the items of business using the enclosed Voting Rights Exercise Form and return it by mail so that it arrives by the deadline below. Any exercise of voting rights with no indication of consent or dissent to the proposals on the Voting Rights Exercise Form will be treated as a vote of consent.

Deadline for exercising voting rights: Arrive by 6 p.m. on Wednesday, June 26, 2024

If sending the enclosed Voting Rights Exercise Form by mail, you are kindly requested to send it well before the deadline since it may take some time until it arrives at the Company. We recommend that you exercise your voting rights via the Internet since that is received by the Company instantly.

Shareholders who attend the General Meeting of Shareholders

Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.

Note: You can only designate one (1) shareholder with voting rights to act as your representative and vote on your behalf. Note that, anyone who acts as a representative of another shareholder, must submit documents verifying that they have been delegated the right to act on the other party's behalf.

Date of General Meeting of Shareholders: 10 a.m. on Thursday, June 27, 2024

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Information on Exercising Voting Rights via the Internet, etc.

Exercising voting rights using your smartphones, etc.

1. Scan the QR Code® printed on the Voting Rights Exercise Form.
2. Tap the "Exercise Voting Rights" button on the top page of the Portal of Shareholders' Meeting®.
3. Once you have accessed the Smart Voting® page, follow the instructions on the screen to cast your vote. * QR Code is a trademark of DENSO WAVE INCORPORATED.

Exercising voting rights using your PCs, etc.

Please access either of the following URLs and enter the login ID and password for the Portal of Shareholders' Meeting printed on the Voting Rights Exercise Form. Follow the instructions on the screen to cast your vote.

The Portal of Shareholders' Meeting: https://www.soukai-portal.net

Website for exercising voting rights is also available: https://www.web54.net

For Institutional Investors:

Institutional investors may use the electronic voting system platform that is operated by ICJ, Inc.

Notes:

• If you wish to change your vote after exercising your voting rights, you will have to enter the "voting code" and "password" printed on the Voting Rights Exercise Form.
• If you have exercised your voting rights several times via the Internet, etc., only the final execution shall be deemed as your effective exercise of voting rights. If you have exercised your voting rights both by sending the Voting Rights Exercise Form and via the Internet, the latest one that arrives shall be deemed as your effective exercise of voting rights. If they arrive at the Company on the same day, only the one via the Internet shall be deemed and handled as your effective exercise of voting rights.

Inquiries:

Securities Agency Web Support (Dedicated dial-in) Sumitomo Mitsui Trust Bank, Limited

Phone: [phone]

(Business hours: 9 a.m.-9 p.m.)

* Please also check the FAQ page.

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[Translation for Reference and Convenience Purposes Only]

Reference Documents for the General Meeting of Shareholders

Proposals and Information

First Item of Business: Partial Amendment to Articles of Incorporation (1)

1. Reasons for Proposal
   Due to the "Act for Partial Amendment of the Industrial Competitiveness Enhancement Act and Other Laws" (Law No. 70 of 2021) coming force, listed companies are now allowed to hold general meetings of shareholders without specifying a location (commonly known as "virtual-only general meetings of shareholders"), under certain conditions if this option is specified in their articles of incorporation.
   The Company believes that allowing more shareholders, including those in remote areas, to easily attend the general meeting will further invigorate and streamline its general meetings. Additionally, this will help mitigate the risks associated with holding general meetings in cases of infectious disease outbreaks or natural disasters, thereby expanding the options for holding general meetings of shareholders to the benefit of our shareholders. For these reasons, the Company proposes amending the current Article 14. In preparation for this proposal, the Company has received confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice, as stipulated by the regulations of the Ministry of Economy, Trade and Industry and the Ministry of Justice.
2. Content of Amendments
   The content of the amendment is as follows.

	(The text of the proposed amendments is underlined)
Current Articles of Incorporation	Proposed Amendments
Chapter 3: General Meeting of Shareholders	Chapter 3: General Meeting of Shareholders
Article 14 (Convening)	Article 14 (Convening)
The annual general meeting of shareholders of the	(As per the current version)
Company shall be convened in June each year, and
extraordinary general meetings of shareholders shall
be convened as needed.
(Newly added)	(2) The Company may hold general meetings of
	shareholders without specifying a location.

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Second Item of Business: Partial Amendment to Articles of Incorporation (2)

1. Reasons for Proposal
   Based on the provisions of Article 161 of the Broadcasting Act, this amendment allows for the distribution of surplus dividends, etc., to shares held by foreigners and other entities not listed on the shareholders' registry. Accordingly, it is proposed that Article 42 (Payment of Dividends, etc.) of the Articles of Incorporation shall be newly established and the numbering of the subsequent articles after Article 42 shall be amended.
2. Content of Amendments
   The content of the amendment is as follows.

	(The text of the proposed amendments is underlined)
Current Articles of Incorporation	Proposed Amendments
Chapter 6: Accounting	Chapter 6: Accounting
(Newly added)	Article 42 (Payment of Dividends, etc.)
	In accordance with the provisions of Article 151,
	Paragraph 1 of the Act on Book Entry of Corporate
	Bonds and Shares, the Company may distribute
	surplus dividends to the following individuals
	among the shareholders notified by the transfer
	agent or individuals identified as pledgees of the
	shares of such shareholders in such notifications:
	(1) Shareholders or registered pledgees of
	shares listed or recorded in the shareholders'
	registry.
	(2) Shareholders whose shares are not listed in
	the shareholders' registry, in whole or in
	part, due to the provisions of Article 161 of
	the Broadcasting Act, or pledgees of the
	shares of such shareholders.
Article 42(Reference Date for Distribution of Surplus	Article 43(Reference Date for Distribution of Surplus
Dividends)	Dividends)
(Omitted)	(As per the current version)
Article 43(Interim Dividends)	Article 44(Interim Dividends)
(Omitted)	(As per the current version)
Article 44(Exclusion Period for Dividends)	Article 45(Exclusion Period for Dividends)
(Omitted)	(As per the current version)

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Third Item of Business: Appropriation of Surpluses

The Company regards the return of profit to shareholders as an important management issue, and has a basic policy of providing a consistent and stable return to shareholders while taking into account the need to maintain sufficient internal reserves to be able to flexibly respond to changes in the operating environment, to strengthen the earnings base, and to carry out proactive business development.

For the fiscal year under review, in commemoration of the 70th anniversary of our start of broadcast on August 28, 2023, we propose to pay a year-end dividend of ¥30 per share, consisting of an ordinary dividend of ¥27 and a commemorative dividend of ¥3 for our 70th anniversary.

In the event that the Second Item of Business "Partial Amendment to Articles of Incorporation (2)" is approved as originally proposed, the Company will also pay dividends to shares held by foreigners and other entities not listed on the shareholders' registry.

Payment of year-end dividends

Type of Dividend	Cash
Amount of Dividend	¥30 per share of the Company's common stock
	The total dividend will be ¥7,773,699,690.
Effective Date	June 28, 2024

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Fourth Item of Business: Election of Eleven (11) Board Directors

The term of all nine (9) Board Directors will expire upon the conclusion of this Ordinary General Meeting of Shareholders. We therefore propose the election of eleven (11) Board Directors, with an increase of two (2) Directors including one (1) female Director, in order to strengthen the function of our management structure. If this item of business is approved as originally proposed, six (6) Board Directors out of eleven (11) will be Independent Outside Board Directors, and the majority of the Board of Directors will be composed of Independent Outside Board Directors.

The nominees for Board Directors are as follows:

No.	Name	Position/Responsibilities in the Company
1	Toshikazu Yamaguchi	Representative Director, Executive Chairman	Reappointment
2	Yoshikuni Sugiyama	Representative Director, Chairman	Reappointment
3	Akira Ishizawa	Representative Director, President, Chief Executive	Reappointment
		Officer
4	Hiroyuki Fukuda	Senior Operating Officer	New appointment
5	Tsuneo Watanabe	Board Director	Reappointment
6	Ken Sato	Board Director	Reappointment
			Outside Board Director
			Independent Officer
7	Tadao Kakizoe	Board Director	Reappointment
			Outside Board Director
			Independent Officer
8	Yasushi Manago	Board Director	Reappointment
			Outside Board Director
			Independent Officer
9	Eijiro Katsu	Board Director	Reappointment
			Outside Board Director
			Independent Officer
10	Masanobu Komoda	Board Director	Reappointment
			Outside Board Director
			Independent Officer
11	Takako Suwa		New appointment
			Outside Board Director
			Independent Officer

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