TV Asahi : Notice Regarding Acquisition of Shares to Convert BookLive Co., Ltd.into an Equity Method Affiliate

Note: This document is a direct translation of the Japanese release. If there are any discrepancies between this document and the original Japanese version, the original Japanese version prevails.

	March 10, 2023
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: [phone])

Notice Regarding Acquisition of Shares to Convert BookLive Co., Ltd.

into an Equity Method Affiliate

TV Asahi Holdings Corporation (the "Company") hereby announces that the Board of Directors of consolidated subsidiary TV Asahi Corporation resolved on March 2, 2023, to acquire shares of BookLive Co., Ltd. ("BookLive") and convert said company into an equity method affiliate. Details are as follows.

1. Reason for acquisition of shares

On March 2, 2023, the Company announced its new management plan "TV Asahi for the New Era: Management Plan 2023-2025." Based on the basic principle that "Content is the source of all value," the TV Asahi Group is advancing its "360° strategy" aimed at maximizing the value of its content through 360° distribution of content on all media channels. The Group also has a vision, "From station to studio," and in accordance has established the Animation & Game Business Development Department in July 2022 to reinforce its anime production capacity.

BookLive, in line with its corporate philosophy "Shaping enjoyment through the creation of new value," not only operates online stores such as "BookLive!," one of the largest comprehensive e-book stores in Japan, but also manages an intellectual property (IP) business that has produced numerous high-quality original works that have been adapted into anime and films, and an online community business. In recent years, BookLive has been pursuing its growth strategy which consists of enhancing content value through strengthening its IP business and further distribution of its IP. The Group and BookLive have collaborated in the past, such as free-of-charge exclusive distribution on the BookLive! store of an original manga created within Manga Michi, a program currently broadcast on TV Asahi.

Going forward, the Group and BookLive will enter into a business alliance agreement, which covers the areas below, to build an ecosystem that continually produces high-quality content by further reinforcing the collaboration of IP creation and fostering the next generation of creators.

1. Cooperative production of original content with aim of amine and live-action adaptations, and building a collaborative framework for secondary-rights utilization.
2. Recruiting and fostering next generation creators through the formation of an eco-system based on the Group's media and BookLive's store business and online community business.

Through this capital and business alliance, the two companies will form a strong partnership to rapidly implement their respective growth strategies, thereby boosting the corporate value of both companies.

2. Overview of the company to become an equity method affiliate

1)	Name of Company	BookLive Co., Ltd.
2)	Address	3-19-26 Shibaura, Minato-ku, Tokyo, Japan
3)	Representative	Tadashi Awano, CEO
4)	Scope of Business	E-book store business, e-book distribution platform business
5)	Paid-in Capital	¥480 million
6)	Date of Establishment	January 28, 2011
7)	Company's ownership ratio	20.55%
	after acquisition of shares
8)	Present relationship	Capital relationship	None
	between the Company and
	Personnel relationship	None
	BookLive
		Business relationship	BookLive places advertisements with
			the Group's media channels.
9)	Operating results and financial position of BookLive for last two fiscal years:
	Fiscal year ended	March 31, 2021		March 31, 2022
	Net assets	¥4.388 billion		¥5.553 billion
	Total assets	¥9.237 billion		¥10.149 billion

3. Schedule

1. Date of Board of Directors resolution: March 2, 2023
2. Date of agreement: March 10, 2023
3. Date of share transfer: April 5, 2023 (tentative)

Moreover, it is required under Article 10, Paragraph 1 of the Antimonopoly Act that this transaction be reviewed by the Japan Fair Trade Commission. The contract shall come into effect following receipt of notification from the Commission that no issues have been identified.

4. Future outlook

The impact of this transaction on future consolidated performance is expected to be minimal.