Asahi Broadcasting : Corporate Governance Policy (August 7, 2023)

Note: The following document is an English translation of the Japanese-language original.

Corporate Governance Policy

Asahi Broadcasting Group Holdings Corporation

Corporate Governance Policy

Asahi Broadcasting Group Holdings Corporation

Introduction: General Provisions

Article 1 Business Philosophy

1. Group Business Philosophy

As a dynamic and creative corporate organization, Asahi Broadcasting Group continues to evolve while adapting to changing social conditions and contributes to the development of society.

2. ABC's Principle

-With a peaceful and free mind, we strive to work for the good of the development of the local community and culture.

-With an open-minded heart and a willingness to improve, we take responsibility and dignity in a serious manner and will do our very most to gain the trust of the society.

-We will always do our best to promptly and fairly deliver accurate news and give appropriate comments to the public.

-Through our programs, we strive to bring a delightful and peaceful atmosphere to the audiences while increase their ability to think and judge as well.

-By using creative advertisement than exaggerated advertisements, we ensure the success of the industry.

Article 2 Business Plan

In principle, Asahi Broadcasting Group Holdings Corporation ("the Company") regularly formulates a new medium-term business plan every three years.

Under the "2021-2025 Asahi Broadcasting Group Medium-term Management Strategy", in light of the rapidly changing environment surrounding the group and increasing uncertainty in society, the Company has referred to this plan as a medium-term management strategy, focusing on group growth strategy, rather than a medium-term management plan, which focuses on financial planning. We established the following four priority targets for the five- year period beginning in FY2021. Our goal is to achieve consolidated sales of ¥100 billion by FY2025.

1. Strengthen and diversify human resources throughout the group
2. Leverage the power of broadcasting, and strengthen and deepen group collaboration
3. Build a data utilization system and pursue the use of digital technologies

1

(4) Create businesses that contribute to regional revitalization and solutions to social issues

Article 3 Basic Approach to Corporate Governance

1. The Group, as a corporate group with broadcasting business as its core, firmly recognizes the highly public nature of broadcasting and its own social responsibilities, strictly complies with the Broadcast Act and other relevant regulations, and contributes to the development of society and culture guided by the Group Business Philosophy.
2. The Group builds good relationships with a diverse range of stakeholders, including shareholders, viewers, listeners, readers, advertisers, business partners, employees and local communities, and strives for both sustainable growth and improved corporate value to meet their expectations. This is prefaced on maintaining a management base capable of sustaining under all circumstances information dissemination through broadcasting, etc. that preserves and develops the daily lives of residents, as a media organization with a mandate to utilize the broadcasting spectrum, a public asset, in an effective manner.
3. As an institutional design for corporate governance, the Company has chosen an Audit and Supervisory Committee-based framework. The Company has devised a structure whereby the role of the Board of Directors is to promote sustainable corporate growth and the increase of corporate value, while independent outside directors and Audit and Supervisory Committee conduct monitoring and audits essential to highly effective management.
4. The Company has made the following commitments to ensure robust corporate governance:
   1. Ensure the rights and equality of shareholders
   2. Encourage active information disclosure and dialogue with shareholders and investors
   3. Sustainability initiatives
   4. Strengthen the functions of directors, etc.
   5. Establish and effectively operate an internal control system
5. To enact the aforementioned commitments, the Company, via the Board of Directors, has defined the "Corporate Governance Policy" (this policy), and updates the content of the policy as necessary.

Chapter 1 Ensure the Rights and Equality of Shareholders

Article 4 Capital Policy 1. Investment policy

The Company utilizes profits earned from shareholders' equity to pay dividends to

2

shareholders and, after securing adequate internal reserves for fulfilling the Group's responsibilities as a media organization, to make necessary capital investments and growth investments.

At the time of investment and business execution, the Company recognizes the Company's cost of capital, endeavors to achieve sustainable Group growth and increase corporate value over the medium to long term, and increases capital efficiency.

2. Dividends policy

Returning appropriate levels of profits to all shareholders is one of the most important management issues for the Company. With respect to the distribution of profits, given the Company's responsibility as a certified broadcasting holding company, it will take into comprehensive account factors such as operating results, the dividend payout ratio, and an appropriate level of internal reserves, while also constantly being aware of the balance between strengthening and maintaining the Company's financial position and making investments for supporting increases in corporate value and growth strategies. In accordance with this policy, the Company plans to flexibly make decisions for continuous and stable dividend payment, targeting a dividend payout ratio of 30% for profit after deducting the amount equivalent to the effective statutory tax rate from consolidated operating income, which indicates profit from the core business of the Group (deemed net profit). Moreover, the Company has set an annual dividend of 12.00 yen per share as the lower limit except in times of a significant decline in business performance due to a rapidly deteriorating business environment.

3. Policy for increasing funds, etc.

In the event of enactment by the Company of an increase in funds, MBO or other actions resulting in a large-scale change in capital composition, the Company, via the Board of Directors, will adequately examine the necessity and rationale of such actions, deciding only after proper procedures are conducted and ample explanation is given to shareholders. Doing so ensures no impairment of the interests of existing shareholders while being conscious of capital cost, and that the action will contribute to improvement of corporate value.

Article 5 General Meeting of Shareholders

In addition to provisions stipulated by laws and regulations, the Company enacts the steps below to promote constructive dialogue with shareholders and ensure the proper exercise of shareholder rights at the General Meeting of Shareholders, its highest-level decision-

3

making body.

1. The date of the Ordinary General Meeting of Shareholders is set to facilitate attendance by the largest number of shareholders.
2. The General Meeting of Shareholders is held at a suitable venue considering factors such as the composition and number of shareholders.
3. The Company strives to provide the meeting notification in electronic format and send it out earlier than the date stipulated by laws and regulations.
4. Efforts are made to include additional information not required by laws and regulations in the meeting notification.
5. Reference materials attached to the meeting notification are available in English.
6. Voting rights may be exercised online. An electronic voting platform for institutional investors will be provided for use.
7. When proposing to shareholders that certain powers of the General Meeting of Shareholders be delegated to the Board of Directors, consideration should be given from the standpoint of agile decision-making and expertise in business judgment.
8. When the Board of Directors recognizes that a considerable number of votes have been cast against a proposal at the General Meeting of Shareholders, it should analyze the reasons behind opposing votes and why many shareholders opposed. In particular, the Board of Directors explores response measures if votes in opposition to an agenda item exceed 30 percent.
9. For cases in which institutional investors and similar entities that hold shares under the name of trust banks (shintaku ginko), etc. express an interest to attend the General Meeting of Shareholders, their presence at the meeting as observers will be permitted following completion of the requisite documentation. Furthermore, should these institutional investors and similar entities wish to exercise voting rights themselves at the General Meeting of Shareholders, the Company will work with the trust banks, etc. on this matter.

Article 6 Ensure the Right and Equality of Shareholders 1. Basic policy

The Company takes substantive action to ensure the equality of its registered shareholders, with attention given to ensuring that shareholder rights are properly exercised and that its common interests with shareholders are not impaired.

2. Policy regarding tender offer bids

The Company will not adopt any so-calledanti-takeover measures.

In the event that the Company's shares are part of a tender offer bid, the Company will

4