Nippon Television : Notice Regarding Acquisition of Shares of KANAMEL Inc. (to Make It a Subsidiary)

‌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] March 19, 2026‌

Company Name:	Nippon Television Holdings, Inc.
Representative:	Yoshikuni Sugiyama Representative Director, Chairman and Chief Executive Officer
	(TSE Prime Market, Code No. 9404)
Contact:	Shin Ono Managing Director, Investor Relations & Shareholder Relations, Corporate Administration & Human Resources
Telephone:	[phone]

‌Notice Regarding Acquisition of Shares of KANAMEL Inc. (to Make It a Subsidiary)

‌Nippon Television Holdings, Inc. (the "Company") hereby announces that at a meeting of the Board of Directors held on March 19, 2026, it has resolved to acquire shares of KANAMEL Inc. ("KANAMEL") and make it a subsidiary of the Company. In connection with this, the Company has entered into a share purchase agreement with Studio Cruise, L.P., all of the equity interests of which are owned and managed by The Carlyle Group, concerning the acquisition of shares of KANAMEL.

1. ‌Reason for the acquisition of shares‌

   By stating the target "Transform into a global content company" in its Medium-Term Management Plan 2025-2027, the Company Group is rebuilding its framework, which has been focused mainly on the broadcasting and domestic markets, into a business structure that is strongly aware of overseas markets. Specifically, the Company aims to achieve overseas sales of 100 billion yen in fiscal year 2033 by accelerating global content distribution through the creation of IP (intellectual property) and the enhancement of production systems.

   ‌KANAMEL, boasting the largest share in the advertising video production market in Japan, has excellent creativity and production systems, as shown by the production of many high-quality films and dramas, including the film Shoplifters that won the Palme d'Or at the Cannes Film Festival.

   ‌In April 2025, the Company formed a capital and business alliance with KANAMEL and acquired 22.1% of its shares, making it an equity-method affiliate. Since then, both companies have deepened the alliance, but it was judged that integrating both companies' management resources and building solid production systems would be essential to strongly and speedily advancing the target "Develop a content business focused on creating IP" stated in the Medium-Term Management Plan.‌

   By making KANAMEL a consolidated subsidiary of the Company through this acquisition of shares, the Company's planning, production and communication capabilities will be highly integrated with KANAMEL's video production capabilities, developing solid systems that get the most out of the two companies' strengths and maximizing the Company Group's creativity. Through this, the Company will accelerate the creation of diverse and quality IP, including drama, film, music, and animation, introduce innovations in the production process, including the use of AI, and achieve growth as "a global content company" that continuously creates globally recognized content from Japan.

   ‌Moreover, KANAMEL is expanding the consulting business to solve challenges of clients, in addition to its advertising production business, which is one of the largest in Japan. The Company will evolve the advertising business, which is the core of the Group, by acquiring KANAMEL's advanced strategic planning capabilities, and will push ahead with the enhancement of the domestic business and the expansion of the overseas business by bringing in the global advertising production business of overseas subsidiaries and overseas bases in seven countries around the world, which are operated by KANAMEL.

2. ‌Overview of the subsidiary (KANAMEL Inc.) subject to change

   (1)	Name	KANAMEL Inc.
   (2)	Location	Tennoz Central Tower 13F, 2-2-24, Higashi-shinagawa, Shinagawa-ku, Tokyo
   (3)	Job title and name of representative	Yasuhito Nakae, Representative Director & Group CEO

   (4)	Scope of business	Management, promotion of governance improvement, etc. of subsidiaries that provide communication plannings, consulting, and other services with a focus on creativity
   (5)	Capital	5,074 million yen
   (6)	Date of establishment	January 4, 2017 (under the corporate name of AOI TYO Holdings Inc.)
   (7)	Major shareholders and ownership ratios	Studio Cruise, L.P.: 69.4% (excluding treasury shares) Nippon Television Holdings, Inc.: 22.8% (excluding treasury shares)
   	Relationship between the Company and KANAMEL	Capital relationship	The Company holds 22.8% of the issued shares of KANAMEL (excluding treasury shares), and KANAMEL is an equity-method affiliate of the Company.
   (8)		Personnel relationship	One executive officer of the Company assumes the post of outside director at KANAMEL.
   		Business relationship	There is a business relationship concerning program production and advertising video production between the Company and KANAMEL.
   (9)	Consolidated operating results and consolidated financial positions of KANAMEL for the last three years
   Fiscal year ended		December 31, 2023		December 31, 2024	December 31, 2025
   Consolidated net assets		12,141 million yen		14,670 million yen	14,636 million yen
   Consolidated total assets		53,198 million yen		51,686 million yen	50,868 million yen
   Consolidated net assets per share		29,903 yen		35,862 yen	37,251 yen
   Consolidated net sales		68,193 million yen		70,449 million yen	78,339 million yen
   Consolidated operating income		2,661 million yen		3,386 million yen	4,312 million yen
   Consolidated ordinary income		2,098 million yen		2,810 million yen	3,979 million yen
   Profit attributable to owners of parent		1,401 million yen		2,127 million yen	1,462 million yen
   Consolidated net income per share		3,567 yen		5,383 yen	3,733 yen

3. ‌Overview of the counterparty to the acquisition of shares

   1. ‌Studio Cruise, L.P.

      (1)	Name	Studio Cruise, L.P.
      (2)	Location	Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands
      (3)	Basis of establishment, etc.	It is a limited partnership established and registered under the laws of the Cayman Islands.
      (4)	Purpose of formation	It was formed with the main purpose of acquiring and holding common stock, etc.
      (5)	Date of formation	December 8, 2020
      		Name	Studio Cruise GP, L.L.C.
      		Location	1209 Orange Street, Wilmington, New Castle County, Delaware 19801, U.S.A.
      (6)	Overview of operating partners	Job title and name of representative	Vice President Susan Bass
      		Description of business	Holding of common stock, etc.
      	Relationship between the Company and said fund	Relationship between the Company and said fund	Not applicable
      (7)		Relationship between the Company and operating partners	Not applicable

   2. ‌KANAMEL Employee Shareholding Association

      (1)	Name	KANAMEL Employee Shareholding Association
      (2)	Location	Within KANAMEL Inc., 2-2-24, Higashi-shinagawa, Shinagawa-ku, Tokyo
      (3)	Relationship between the Company and said association	There is no capital, personnel, or business relationship to be stated. There is no related party relationship either.

   3. ‌KANAMEL Officer Shareholding Association

      (1)	Name	KANAMEL Officer Shareholding Association
      (2)	Location	Within KANAMEL Inc., 2-2-24, Higashi-shinagawa, Shinagawa-ku, Tokyo
      (3)	Relationship between the Company and said association	There is no capital, personnel, or business relationship to be stated. There is no related party relationship either.

   4. ‌Individual shareholders

   (1)	Name	109 Individual shareholders (being officers or employees, or former officers or employees, of KANAMEL or its group companies)
   (2)	Relationship between the Company and said individual	There is no capital, personnel, or business relationship to be stated. There is no related party relationship either.

   ‌(Note) The names and other information of individual shareholders are not disclosed for privacy protection and other reasons.

4. ‌Number of shares to be acquired, acquisition price, and number of shares held before and after the acquisition

   (1)	Number of shares held before the change	87,699 shares (Number of voting rights: 87,699) (Ratio of voting rights held: 22.8%)
   (2)	Number of shares to be acquired	311,320 shares (Number of voting rights: 311,320)
   (3)	Acquisition price	Common stock of KANAMEL Inc.: 37,255 million yen Advisory fees, etc. (estimated amount): To be determined
   (4)	Number of shares to be held after the change	399,019 shares (Number of voting rights: 399,019) (Ratio of voting rights held: 100%)

   ‌(Note) The Company acquired 87,699 shares of KANAMEL in April, 2025 for 9,000 million yen.

   ‌(Note 2) The Company will also acquire the common stock held by the minority shareholders other than Studio Cruise, L.P., as well as the stock acquisition rights that will be converted to common stock by the closing date of share transfer. Accordingly, "(2) Number of shares to be acquired" and "(4) Number of shares to be held after the change" in the above table include the number of common shares after such conversion.‌

   (Note 3) Any stock acquisition rights that are not converted into common shares by the closing date of share transfer are expected to be acquired by KANAMEL (the "Acquisition of Treasury Stock Acquisition Rights"). On the same date as the closing date of the share transfer, the Company will acquire 16,757 shares of common stock of KANAMEL by way of a third-party allotment for a total amount of 2,005 million yen, and KANAMEL intends to use the proceeds from such payment to fund the consideration for the Acquisition of Treasury Stock Acquisition Rights. As a result, the total amount of investment by the Company in connection with this acquisition of shares and the third-party allotment is expected to be 39,260 million yen.

5. ‌Schedule

   (1)	Date of resolution of the Board of Directors	March 19, 2026
   (2)	Date of conclusion of the agreement	March 19, 2026
   (3)	Date of closing of share transfer	April 24, 2026 (scheduled)

   ‌(Note) The closing of this acquisition of shares is contingent upon the absence of any factors hindering the closing of the acquisition of shares, such as the issuance of a cease and desist order, based on the results of the Japan Fair Trade Commission's review of the notification under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended).

6. ‌Future outlook‌

As a result of this acquisition of shares, KANAMEL is expected to become a consolidated subsidiary of the Company. The timing of its inclusion in the consolidated financial results for the fiscal year ending March 31, 2027, will be determined in consultation with our independent auditor. The impact of this transaction on our consolidated financial performance is currently under close evaluation. We will promptly announce any matters that require further disclosure in the future.