Fuji Media Holdings, Inc.TSE: 4676

Notice on the Receipt of Statement of Intent for Large-Scale Acquisition Activities Pertaining to the Large-Scale Acquisition Activities

Dec 15, 2025 at 6:36 AM UTC · Issued by Fuji Media Holdings, Inc.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Translation)

December 15, 2025

Company name: Fuji Media Holdings, Inc.

Representative: Kenji Shimizu, President

(Stock Code No: 4676, Prime of Tokyo Stock Exchange) Contact: Senior Managing Executive Officer,

Ryosuke Fukami

Telephone: +81-3-3570-8000

Notice on the Receipt of Statement of Intent for Large-Scale Acquisition Activities Pertaining to the Large-Scale Acquisition Activities in respect of the Company's Shares

Fuji Media Holdings, Inc. (the "Company") hereby gives notice that on December 15, 2025, the Company received from Ms. Aya Nomura (the "Acquirer") a "Statement of Intent for Large-Scale Acquisition Activities" regarding the Large-Scale Acquisition Activities in respect of the Company's Shares (the "Statement of Intent").

According to the Statement of Intent, (i) the Acquirer will conduct an acquisition of the Company's Shares (common stock) through a market purchase or an off-market purchase (including a tender offer) (the "Acquisition") subject to having completed the procedures for prior notification regarding inward direct investment or an equivalent action based on the Foreign Exchange and Foreign Trade Act; (ii) while the Acquirer, as of today, holds 42,042,900 shares of the Company's Shares, including the holdings of its special related parties, Reno Co., Ltd. ("Reno"), S-GRANT. CO., LTD. ("S-GRANT") and Citi Index First Co., Ltd. ("Citi Index First," and the Acquirer, Reno, S-GRANT and Citi Index First are collectively referred to as the "Acquirers"), the maximum number of shares to be acquired through the Acquisition is approximately 25 million shares, to ensure that the total voting rights ratio of the Acquirers after the Acquisition would amount to a maximum of 33.3% (however, the maximum number of shares to be acquired through the Acquisition may vary depending on the status of stock repurchase pursuant to the "Announcement regarding Details of Stock Repurchase" announced by the Company on November 10, 2025); (iii) the acquisition price of the Company's Shares shall be the market price at the time of each acquisition or a price equivalent thereto; (iv) the acquisition period of the Company's Shares shall commence upon, following the submission of the Statement of Intent, the conclusion of the resolution at the Shareholders' Will Confirmation Meeting regarding the activation of countermeasures as stipulated in the "Notice on the Introduction of the Fundamental Policy on Corporate Control of the Company Based on Specific Concerns that Reno Co., Ltd. and Other Parties will Carry Out Large-Scale Acquisition Activities in respect of the Company's Shares and the

Response Policy for Large-Scale Acquisition Activities in respect of the Company's Shares" announced by the Company on July 10, 2025 (the "Response Policy") and shall end on the date one (1) year after the date of submission of the Statement of Intent; (v) if the resolution regarding the activation of countermeasures against the Acquisition, as stipulated in the Response Policy, is approved by a ordinary resolution at the Shareholders' Will Confirmation Meeting, the Acquirers shall not proceed with the Acquisition; (vi) if the resolution at the Shareholders' Will Confirmation Meeting is approved by an MOM resolution (a resolution excluding the voting rights of the Acquirers) and, while passed as an MOM resolution, would have been rejected as an ordinary resolution which is not an MOM resolution, the Acquirers shall file for a provisional disposition order seeking an injunction against the gratis allotment of Stock Acquisition Rights based on the Response Policy and seek a court ruling on the validity or appropriateness of the MOM resolution, and if the injunction sought through this filing for provisional disposition order is not granted, shall not proceed with the Acquisition; and (vii) should the Company announce a policy to either (a) commence concrete preparations for the spin-off of its real estate business (the urban development and tourism business) or (b) take concrete steps toward the complete sale of its real estate business, and a shareholder return policy including a dividend policy setting a minimum dividend on equity ratio (DOE) of 4%, the Acquirer will withdraw the Statement of Intent and not proceed with the Acquisition.

In response to this, the Company's Board of Directors, in accordance with the Response Policy, plans to deliver an information list to the Acquirers within five (5) business days from December 15, 2025 (excluding the first day), with the purpose of requesting the provision of information necessary for the Company's Board of Directors and shareholders to consider the terms of Large-Scale Acquisition Activities. The Company asks its shareholders to be on the lookout for disclosures from the Company going forward.

For details of the Response Policy, please refer to the timely disclosure materials below.

Company press release dated July 10, 2025, "Notice on the Introduction of the Fundamental Policy on Corporate Control of the Company Based on Specific Concerns that Reno Co., Ltd. and Other Parties will Carry Out Large-Scale Acquisition Activities in respect of the Company's Shares and the Response Policy for Large-Scale Acquisition Activities in respect of the Company's Shares"

The above timely disclosure materials can be seen at the following URL on the Company website. URL: https://www.fujimediahd.co.jp/en/pdf/lZpsHuqUhRfki2Js.pdf