P.74 Cross-shareholdings and Actions to Takeover Bids

Cross-shareholdings and Actions to Takeover Bids Corporate Governance Policy on Cross-Shareholdings and Responding to Takeover Proposals for Company Shares

Cross-Shareholdings

TBS Group is aware that, in order to maximize the common interests of shareholders, it is incumbent upon us to both strive for improved corporate value and to fulfill our high public role as a certified broadcasting holding company. From these perspectives, we hold shares in corporations that, upon general consideration of factors such as cooperative relations, transactions, and business partnerships, we determine to be a necessary part of our business strategy. For individual cross-shareholdings, the Board of Directors gives general consideration each year to factors that include the objectives, relevance, and economic rationality of holding the shares, in light of the status as of the most recent fiscal yearend, and examines whether continuing to hold the shares is appropri- ate. With regards to economic rationality, the benefits and risks of cross-shareholdings are examined in reference to TBS capital costs. Based on these evaluations, we sell cross-shareholdings whose significance has diminished as appropriate. In terms of the exercise of voting rights, TBS scrutinizes the content of agenda items, and exercises these rights judiciously from the perspective of whether or not such action will contribute to me- dium-to-long-term improvement of corporate value, while also respecting the management policies of the companies in which we invest. However, in situations such as where there is reason to believe that the corporate value of TBS may be harmed or where serious violations of the law are seen, TBS will, where necessary, confirm the intent of agenda items and take any other such action to fully engage with the companies in which we invest before carefully reaching a determination. From FY2018 to FY2023, we sold cross-shareholdings totaling approximately 153 billion yen. We plan to sell 135 billion yen worth of shares over the three years from FY2024 to FY2026. If the plan is fully executed, total sales from FY2018 over the nine-year period will exceed 288 billion yen. In FY2024, we sold approxi- mately 39.6 billion yen, and in FY2025, we sold around 53.7 billion yen, and in FY2026, we have already sold about 16.2 billion. We will continue our efforts to reduce cross-shareholdings.

Overview of Policy on Responding to Takeover Proposals for Company Shares

A TBS Board of Directors meeting held on February 28, 2007 formulated a Policy on Responding to Takeover Proposals for Company Shares. At the Ordinary General Meeting of Share- holders held on June 28, 2007, this policy and its continued application were approved by a majority of shareholders who were entitled to exercise their voting rights. This policy complies with Japan’s Companies Act and other corporate laws and regulations, governmental guidelines issued by the Ministry of Economy, Trade and Industry and the Ministry of Justice, and rules and regulations issued by the Tokyo Stock Exchange, and was put in place after thorough consideration of the impact on shareholders’ rights and the exercising of these rights, and the impact of TBS shares on the market. As a listed company, the TBS Group bears the responsibility to contribute to the development of the market economy, and in addition to this, we believe it is necessary to maintain both our public nature as a broadcaster entrusted with the precious and finite resource of airwaves that form part of the radio spectrum, and our autonomy, diversity, and independence in order to uphold our impartiality as a news organization. A key feature of this policy is that, as long as an acquiring group intending to obtain 20% or more of the voting rights complies with this policy, a General Meeting of Shareholders shall, in principle, be held prior to the implementation of any measures to counter takeover bids, and the decision as to whether or not to implement such measures shall be left up to the shareholders. The objectives of this are to enable the securing of sufficient information and time for our sharehold- ers to reach an appropriate decision, and for the TBS Group management team to carry out an evaluation, investigation, negotiation, and other such activities, including making alternative proposals, regarding matters such as proposals pertaining to the large-scale takeover action of the purchasing group or other such issues. However, if the Special Committee for Corporate Value Evaluation, an advisory body to the Board of Directors, evalu- ates and examines the takeover proposal and recommends that the measures to counter takeover bids not be exercised, then, without waiting for the General Meeting of Shareholders to be convened, the countermeasures shall not be implemented. This serves as a means to prevent these measures from being used for the management team’s own protection. In May 2021, TBS formulated the “TBS Group VISION 2030,” and in May 2024, launched “TBS Group Medium-Term Business Plan 2026” as Phase 2 of the TBS Group VISION 2030. Subsequently in May 2026, the “TBS Group Medium-Term Business Plan 2026 Update” was formulated to update the targets partially, actively pursuing management reforms such as expansion of the business portfolio and further promotion of investment in growth strategies. We believe that maintaining this policy remains an effec- tive and appropriate measure at this time against large-scale purchases that could hinder our transformation efforts or impair corporate value for the sake of short-term profit. At the same time, we have shortened the effective period of this policy from three years to one year beginning in June 2025. From the perspective of maintaining and enhancing both the common interests of TBS shareholders and TBS’s corporate value, we will continue careful deliberation at the Board of Directors to allow for prompt action if it is later determined that the policy is no longer necessary. Details of the Policy on Responding to Takeover Proposals for Company Shares are available on the TBS website. Policy on Responding to Takeover Proposals for Company Shares (Basic Policy on the Stance of Persons who Control Decisions on Corporate Financial Affairs and Business) https://www.tbsholdings.co.jp/about/governance/decision.html 74