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.
May 26, 2025
Company Name TV Asahi Holdings Corporation Representative Hiroshi Hayakawa, Chairman
Securities Code 9409 (TSE Prime Market)
Information Contact Gengo Sunami, Member of the Board
(Tel: +81-3-6406-1115)
Notice Concerning the Opinion of TV Asahi Holdings Corporation's Board of Directors on Shareholder ProposalsTV Asahi Holdings Corporation (the "Company") hereby announces that it has received a letter from a group of shareholders, stating that their intention to submit shareholder proposals (the "Shareholder Proposals") at the 85th Ordinary General Meeting of Shareholders scheduled to be
held on June 27, 2025 (the "Shareholder Proposal Letter"). The Company further announces that, in response, its Board of Directors resolved at a meeting held today to oppose the Shareholder
Proposals.
Proposing shareholders
The proposals have been jointly submitted by 59 shareholders.
Details of and reasons for the Shareholder Proposals
Agenda
Proposal 1: Partial Amendments to the Articles of Incorporation Proposal 2: Partial Amendments to the Articles of Incorporation Proposal 3: Partial Amendments to the Articles of Incorporation Proposal 4: Partial Amendments to the Articles of Incorporation Proposal 5: Partial Amendments to the Articles of Incorporation
Summary of and reasons for proposals As described in the attached annex.
The original text, as written in the Shareholder Proposal Letter submitted by the proposing shareholders, is presented under each proposal.
Opinion of the Board of Directors on shareholder proposals
Proposal 1: Partial Amendments to the Articles of Incorporation
Opinion of the Board of Directors of the Company
The Board of Directors opposes this shareholder proposal for the reasons outlined below.
Reasons for opposition
In accordance with the Corporate Governance Code, the Company strives to ensure that the Board of Directors comprises members with a well-balanced mix of knowledge, experience, and skills necessary to effectively fulfill their roles and responsibilities. The Company also seeks to promote diversity in terms of gender, international experience, career background, and age, while maintaining an appropriate board size.
Under these circumstances, the Board of Directors recognizes that incorporating diverse perspectives contributes to enhanced corporate value, and has identified the promotion of women's participation as a key management priority. The Board is also actively working to appoint women to executive and managerial positions that may serve as a pipeline for future directors, while continuing efforts to create a workplace environment where women can thrive and to foster a corporate culture in which diverse talent can fully realize their potential.
Specifically, in 2022, the Company established a human capital policy that includes the target of increasing the percentage of women in management positions-including directors and other officers-to 30% by fiscal 2030, as part of its commitment to promoting diversity. Progress toward this target is steadily being made. Furthermore, candidates for directors (excluding those who are serve as members of the Audit and Supervisory Committee) are nominated based on reports from the Nomination and Compensation Committee, the majority of whose members are independent outside directors. While the Board of Directors selects candidates for directors, the advancement of women into management positions-recognized as a critical management priority-is an important consideration in this nomination process. If all director candidates proposed by the Company are approved at this General Meeting of Shareholders, the percentage of female directors will be 21.4%.
Securing diverse human resources and perspectives, regardless of gender, is essential to the Company's sustainable growth, particularly in adapting to changes in the business environment, addressing management challenges, and meeting stakeholder expectations. At the same time, the Board of Directors must retain flexibility in its composition to adapt and respond effectively to the economic landscape and management challenges at different times as well as to ensure an optimal mix of skills. The Japanese government has set a target of raising the percentage of female directors to 30% or more by 2030, but not requiring companies to appoint a certain number of women as directors. In addition, stipulating the number of female directors in the Articles of Incorporation in a fixed number may pose a risk of breaching such provision if the number of female directors falls short of the number specified by the Articles of Incorporation due to such reasons as the absence of a suitable person or resignation after appointment.
The Board of Directors intends to focus on achieving the Japanese government's target of
30% or more female representation on corporate boards by 2030, while continuing to actively promote individuals with diverse values and skills to higher positions, and cultivating a corporate culture and creating a workplace environment that support this objective.
Although the Board of Directors understands that this is a sincere proposal aimed at enhancing our corporate value, it is against this shareholder proposal based on the views outlined above.
Proposal 2: Partial Amendments to the Articles of Incorporation
Opinion of the Board of Directors of the Company
The Board of Directors opposes this shareholder proposal for the reasons outlined below.
Reasons for opposition
The Company is aware of criticism that, during last year's Tokyo gubernatorial election, House of Representatives election, Hyogo gubernatorial election, and other contests, not only the Company but television news in general might have prioritized political neutrality to such an extent that it resulted in insufficiently informative content for voters-particularly following the official announcement of the elections. In response to these concerns, the News Division of TV Asahi Corporation ("TV Asahi") intends to conduct a thorough review of its past election coverage and establish new guidelines for future election reporting. During election periods, the News Division will be committed to proactively providing information that enables voters to make informed decisions. It will also address the voters' concerns sincerely and strive to meet their expectations. Additionally, the Division will actively fact-check and report on false or unsubstantiated information circulating on social media platforms.
For these reasons, the Company believes that it is unnecessary to enshrine proactive election-related information disclosure in the Articles of Incorporation. Such measures are already set to be independently implemented by the TV Asahi Division and the entire All-Nippon News Network (ANN).
Furthermore, TV Asahi, an operating subsidiary of the Company, operates "basic and general broadcasting businesses under the Broadcasting Act" as one of its business objectives. Based on this, TV Asahi broadcasts a wide range of programs, including news and information programs, dramas, and variety shows. The Company believes that adding specific provisions targeting certain content areas, as proposed by the shareholders, to the purposes of the Company would not be appropriate in light of the general function and purpose of the Articles of Incorporation.
Moreover, as is evident from the provisions in the Articles of Incorporation, a variety of programs are broadcasted in accordance with the objective and spirit of the Broadcasting
Act. Therefore, we believe that the purpose of this shareholder proposal has already been and will be fully served by the current Articles of Incorporation and measures we are going to take.
Although the Board of Directors understands that this is a sincere proposal about the Company's corporate activities, it is against this shareholder proposal based on the views outlined above.
Proposal 3: Partial Amendments to the Articles of Incorporation
Opinion of the Board of Directors of the Company
The Board of Directors opposes this shareholder proposal for the reasons outlined below.
Reasons for opposition
The Company believes that there have been no instances of pressure or intervention from public authorities in the past. In addition, the book cited by the shareholder as a basis for this proposal contains descriptions as if TV Asahi responded to pressure or intervention from public authorities; however, this is not true.
In the reason for the proposal, the proposer notes that, if such statements were untrue, they would be grounds for protest. However, the book was published more than two years after the broadcasts it discusses. By that time, similar content had already been reported by other media, and TV Asahi had repeatedly provided explanations clarifying its position. Furthermore, considering that eight years have passed since the book was published and that its content reflects the personal views of the author, the Board of Directors does not consider this to be a matter that warrants further protest at this time.
Our operating subsidiary, TV Asahi Corporation has already formulated the "TV Asahi Broadcast Program Standards," a guideline for the production of programs, and adheres to the Japan Commercial Broadcasters Association (JBA) Broadcast Standards, which outline criteria and limits to be observed in the planning, production, and implementation of programs and advertising. Through these measures, TV Asahi has established rules to ensure that proper broadcasting is carried out with autonomy and self-discipline without pandering to political power.
The Group's broadcasting operations are carried out as the execution of a series of broadcasting-related tasks under a system designed to ensure compliance with the Broadcasting Act and other laws and regulations, in accordance with the Companies Act. Given the unclear definition of "pressure or intervention from public authorities" as stated in this proposal, the Board of Directors believes that singling out a portion of the act of business execution and mandating certain responses to such act in the Articles of Incorporation will significantly impede the timely and appropriate execution of business operations.
Although the Board of Directors understands that this is a sincere proposal about the Company's corporate activities, it is against this shareholder proposal based on the views outlined above.
Proposal 4: Partial Amendments to the Articles of Incorporation
Opinion of the Board of Directors of the Company
The Board of Directors opposes this shareholder proposal for the reasons outlined below.
Reasons for opposition
TV Asahi Group, including The Company, complies with the Whistleblower Protection Act and has established the "compliance hotline guidelines" to "establish an appropriate framework for whistleblowing" as stipulated in the Corporate Governance Code. These guidelines stipulate the framework for protecting individuals who made reports or seek consultation regarding violations of laws and regulations, the Articles of Incorporation, and internal rules, harassment, or breaches of corporate ethics and for appropriately dealing with the reported facts.
Specifically, the Company has established internal and external reporting channels and put in place measures to protect whistleblowers. These include a strict prohibition against any disadvantageous treatment of whistleblowers or those involved in investigations on the reported matters for cooperating in such investigations. In cases where compliance or any other violation is confirmed through investigation, the guidelines require the prompt implementation of corrective actions and measures to prevent recurrence. Within TV Asahi's News Division, a dedicated Broadcasting Ethics Hotline has also been established. This hotline ensures strict information management to safeguard whistleblowers and provides a mechanism for appropriately addressing and rectifying potential broadcasting ethics issues.
Regarding the two programs referenced in the shareholder proposal, as explained last year, while the Company covers various topics dealt by its TV information programs on its own, but these programs also have sections that are based on books, newspapers, and the Internet. The Company believes that the matters of the programs you pointed out fall into these category. The introduction of certain products in each program is designed to provide viewers with useful information, and during the production process, relevant departments-such as the Content Programming Division-conduct thorough reviews to ensure there is no confusion between advertisements and TV programs. In the event of a problematic broadcast, the Company has a system in place to promptly share such information and to consider and implement recurrence preventative measures.
Although the Board of Directors understands that this is a sincere proposal aimed at enhancing our corporate governance, it is against this shareholder proposal as the