Notice of Convocation of the 98th Ordinary General Meeting of Shareholders（874KB）

[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.]

Dear Shareholders:

Securities Code: 9401

June 3, 2025

President and Chief Executive Officer 5-3-6 Akasaka, Minato-ku, Tokyo

We are pleased to announce the 98th Ordinary General Meeting of Shareholders of the Company, which will be held as described below.

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

1. Time and Date of the Meeting 10:00 A.M. [Friday], June 27, 2025

   (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 98th fiscal year (from April 1, 2024 to March 31, 2025)

   2. Report on the non-consolidated financial statements for the 98th fiscal year (from April 1, 2024 to March 31, 2025)

      Matters for ResolutionFirst Item of Business: Appropriation of SurplusSecond Item of Business: Partial Amendments to the Articles of IncorporationThird Item of Business: Election of Ten (10) DirectorsFourth Item of Business: Determination of Amount and Content of Share-based

      Remuneration, etc. for Directors (Excluding Outside Directors)

      Fifth Item of Business: Determination of Remuneration for Granting Restricted Shares

      to Outside Directors

      Sixth Item of Business: Revision of the Amount of Remuneration for Audit &

      Supervisory Board Members

      Seventh Item of Business: Disposal of Treasury Shares Through Third-Party Allotment to

      Support the Activities of Akasaka Creative Foundation

      Eighth Item of Business: Appropriation of SurplusNinth Item of Business: Acquisition of Treasury Stock

      The outline of the Shareholder Proposals (Eighth Item of Business through Ninth 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.

- End -

• 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 Consolidated Financial Statements

The Current Position of TBS Holdings, Inc. and its Subsidiaries Consolidated Balance Sheets Business Activities and Results Consolidated Statements of Income

Priorities Consolidated Statements of Changes in Equity

Assets and Profit/Loss Notes to Consolidated Financial Statements

Main Business Activities Financial Statements

Principal Sales Office Non-Consolidated Balance Sheets

Work Force Non-Consolidated Statements of Income

Main Lenders Non-Consolidated Statements of Changes in Equity

Common Stock Notes to Non-Consolidated Financial Statements

Accounting Auditors Audit Reports

System for Ensuring the Appropriateness of Business Operations Independent Auditors’ Report (Consolidated Statutory Report)

Basic Policy Regarding Parties Deciding on Financial and Business Policies of TBS Holdings, Inc.

Independent Auditors’ Report (Statutory Report) Audit & Supervisory Board’s Report

The Auditors and the Accounting Auditor have audited the documents subject to audit, including the items above.

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.

Since returning the Company’s profits to the shareholders is one of the significant managerial issues, under the “TBS Group Medium-Term Business Plan 2026,” the Company takes basic policies to provide stable and continuous dividends with a target of a dividend payout ratio of 40% on a consolidated basis. Please note that if profit fluctuates significantly due to special factors, we will determine the dividend amount separately in awareness of the influence of those factors.

With respect to the year-end dividend for the fiscal year under review, 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:

1. Type of dividend property: Cash

2. Matters related to distribution of cash and total amount:

   ¥41 per share of common stock of the Company The total dividend amount: ¥6,712,493,473

   Including the interim dividend of ¥27, the annual dividend will be ¥68 per share.

3. Effective date for dividends from surplus to shareholders: June 30, 2025