(Translation)
Securities Code: 4676
June 10, 2024
To the Shareholders:

NOTICE OF THE 83RD ORDINARY GENERAL MEETINGOF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued good offices.
Please take notice that the 83rd Ordinary General Meeting of Shareholders of Fuji
Media Holdings, Inc. (the “Company”) will be held as described below.
The Company has taken measures for electronic provision of materials for notice of this
General Meeting of Shareholders, and matters regarding measures for electronic provision are
posted as “Notice of the 83rd Ordinary General Meeting of Shareholders” on the website below.
Website of the Company
https://www.fujimediahd.co.jp/en/index.html
Access the above website and click on “Investor Relations” and then “Shareholders’Meeting.”
In addition to the above, the matters regarding measures for electronic provision are
also posted on the website below.
Website of Tokyo Stock Exchange
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the above website, enter the company name or securities code, and perform asearch. Select “Basic information” and then “Documents for public inspection/PR information”
to view the materials.
In lieu of attending the meeting in person, you may exercise your voting rights inwriting or via the Internet. Please go over the Reference Documents for the General Meetingof Shareholders set forth below and exercise your voting rights by 5:30 p.m. on June 25(Tuesday), 2024, Japan time.
Yours very truly,
Masaki Miyauchi,
Chairman and Representative Director

Fuji Media Holdings, Inc.
4-8, Daiba 2-chome, Minato-ku, Tokyo

Description
1. Date and hour:
June 26 (Wednesday), 2024, at 10:00 a.m. (Reception will start at 9:00 a.m.)
2. Place:
Forum on 22nd Floor of Office Tower of Fuji Media Holdings, Inc.
4-8, Daiba 2-chome, Minato-ku, Tokyo
3. Matters forming the objects of the meeting:
Matters to be reported:
1.

Report on the business report, the consolidated financial statements and theresults of audit of the consolidated financial statements by the account auditors
and the Audit & Supervisory Committee for the 83rd fiscal year (from April 1,
2023 to March 31, 2024)

2.

Report on the non-consolidated financial statements for the 83rd fiscal year
(from April 1, 2023 to March 31, 2024)

Matters to be resolved:
Proposition No. 1:

Appropriation of retained earnings

Proposition No. 2:

Election of twelve (12) Directors (excluding Directors
who are Audit & Supervisory Committee Members)

Proposition No. 3:

Election of two (2) Directors who are Audit &Supervisory Committee Members

Proposition No. 4:

Determination of Remuneration for Granting TransferRestricted Shares to Directors (excluding Directors who
are Audit & Supervisory Committee Members andOutside Directors)

4. Exercise of voting rights:
The summary of the exercise of voting rights is described in the “Information on the
Methods of Exercise of Voting Rights” below.
Please kindly note that no souvenir for shareholders present at this 83rd Ordinary General
Meeting of Shareholders of the Company will be provided.
- END -- 2 -〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜〜
Notice••••The Reference Documents for the General Meeting of Shareholders have been sent toshareholders who have not requested the delivery of the paper-based materials.
In accordance with applicable laws and ordinances and Article 16 of the Articles ofIncorporation, the paper-based materials sent to shareholders who have requested thedelivery do not include the following matters. Accordingly, these are part of the documentsthat have been audited by the Audit & Supervisory Committee and the account auditors in
preparing their respective audit reports.
• “Systems to Secure the Properness of Business Activities and the Status of
Implementation of the Systems” of the business report• “Notes to Consolidated Financial Statements” of the consolidated financial statements
and “Notes to Non-Consolidated Financial Statements.” of the non-consolidated
financial statements
In the event of the revision of any matter in matters regarding measures for electronic
provision, the revision will be posted on each website where such information is available.
If there are any major changes to the holding or operation of this General Meeting of
Shareholders as a result of unforeseen circumstances such as natural disasters andinfectious diseases, notice will be posted to the Company website.

- 3 -Information on the Methods of Exercise of Voting Rights
Exercise of voting rights via the Internet
Deadline:Must reach us no later than 5:30 p.m., June 25 (Tuesday), 2024

Please access the website for the exercise of voting rights specified by the Company
and exercise your voting rights for the approval or disapproval of the propositions by
the deadline. (Please refer to page 5 for details.)“Smart Exercise”
By scanning the “QR code to log in to the smartphone website for the exercise of voting
rights” shown in the enclosed voting form, you can access the website without enteringa “code for the exercise of voting rights” or “password.”* You can only exercise your vote once through the method above.
A portion of the postage that is to be reduced by means of “Smart Exercise” will be used
for cherry tree-planting activities.
In support of the aims of the “Fukushima-Hamakaido Sakura Project” that started in
Fukushima Prefecture after it suffered the Great East Japan Earthquake and the ensuing
tsunami as well as the effects of radiation, the Company has continued to provide
support to this project since 2013.
If you use the Smart Exercise to exercise your voting rights, a portion of the reduced
postage will be used for this activity.
The use of the Smart Exercise by shareholders will lead to rows of cherry trees that weall can be proud to show the world. Your use of the Smart Exercise is appreciated.
Exercise of voting rights by mailDeadline:Must reach us no later than 5:30 p.m., June 25 (Tuesday), 2024

Please return to us by mail the enclosed voting form indicating your approval ordisapproval of the propositions by the deadline.
If you exercise your voting rights by mail, please note that it may take longer than usual
for the mail to arrive. We would appreciate it if you could post the mail as early as
possible.
When attending the meeting
Date and hour of the general meeting of shareholders:June 26 (Wednesday), 2024, at 10:00 a.m.
(Reception will start at 9:00 a.m.)
In attending the meeting, please present the enclosed voting form to a receptionistat the place of meeting.
Proceedings on the day of the meeting will be conducted in Japanese. Please notein advance that we do not provide interpreters.

- 4 -How to read a QR code with “Smart Exercise”
You can log in to the website for the exercise of voting rights without entering yourcode for the exercise of voting rights or password.
1.

Please scan the QR code shown in the lower right of the voting form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

2.

Hereafter, please follow the instructions on the screen and enter your approval ordisapproval.
You can only exercise your vote once with “Smart Exercise.”If you wish to change your vote after exercising your voting rights, please accessthe PC website, enter your “code for the exercise of voting rights” and “password”
stated on the voting form to log in, and exercise your voting rights again.
* You can access the PC website by scanning the QR code again.

How to enter your voting exercise code and password
1.

Access the website for the exercise of voting rights
Website for the exercise of voting rights: https://soukai.mizuho-tb.co.jp/
Click “Proceed”

2.

Log inEnter the “code for the exercise of voting rights” and click “Proceed”
Hereafter, please follow the instructions on the screen and enter an approval ordisapproval.
* The “code for the exercise of voting rights” and the “password” are printed in theenclosed voting form.
To institutional investors:
The “ICJ Platform,” a platform for electronic exercise of voting rights for
institutional investors operated by ICJ Inc., is also available.

If you are unsure how to operate a computer, smartphone, or mobile phone when
exercising your voting rights via the Internet, please contact the following contact point.
Internet Help Line of Mizuho Trust & Banking Co., Ltd., Stock Transfer Agency
Department
Tel: 0120-768-524
Office hours: 9:00 – 21:00- 5 -Information on Exercise of Voting Rights(1)

Handling of approvals and disapprovals of propositions:
If no approval or disapproval of any of the propositions is indicated upon exercise of
the voting rights in a voting form, via the Internet or otherwise, it shall be deemed to be
for an approval thereof.

(2)

Duplicate exercise of voting rights:

(3)

(i)

If voting rights are exercised both by a voting form and via the Internet orotherwise, the voting rights exercised via the Internet or otherwise shall be treatedas effective.

(ii)

If voting rights are exercised twice or more via the Internet or otherwise or by avoting form, the latest exercise thereof shall be treated as effective.

Exercise of voting rights by proxy:
If any shareholder exercises his/her voting rights by proxy, the proxy authorized toexercise his/her voting rights must present the enclosed voting form to a receptionist at
the place of meeting, together with a document evidencing his/her proxy’s power ofattorney. The proxy must be another shareholder (being one person) of the Company
having voting rights.

(4)

Diverse exercise of voting rights:
Any shareholder who intends to exercise his/her voting rights diversely must givenotice in writing of such intention and the reason therefor to the Company no later than
three days prior to the date of this General Meeting of Shareholders.
Contact for inquires

If you have any question, please contact the administrator of shareholder registry Mizuho
Trust & Banking Co., Ltd., Stock Transfer Agency Department (as listed below):(1)

Inquiries about operations, etc. of the website for the exercise of voting rights:
Tel: 0120-768-524 (toll-free)
Office hours: 9:00 – 21:00(2)

Inquiries about other than those in item (1) above:Tel: 0120-288-324 (toll-free)
Office hours: 9:00 – 17:00 on weekdays- 6 -REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Proposition No. 1:

Appropriation of retained earnings

The Company regards the redistribution of profits to its shareholders as one of its mostimportant management responsibilities. The Company’s basic policy, under the certified
broadcast holding company structure, is to provide distributions to its shareholders
commensurate with performance, while making proactive investments for the growth of theGroup’s businesses, and entry into new business fields, in order to enhance its corporate value.
The Company’s policy regarding the distribution of retained earnings is to determine
the disbursement based on a target of a payout ratio of 40% on a consolidated basis, withconsideration to the stability of dividends from the standpoint of emphasizing the redistributionof profits to its shareholders. Based on this policy, the Company hereby proposes to pay the
year-end dividend for the 83rd fiscal year as follows:<Matters concerning year-end dividends>(1)

Kind of property to be distributed:
Cash

(2)

Matters concerning the allocation of property to be distributed and the aggregate
amount thereof:¥24 per share of common stock of the Company
Aggregate amount:¥ 5,254,056,240(Annual dividend: ¥48 per share, including ¥24 per share in interim dividends)(3)

Effective date of the distribution of retained earnings:
June 27, 2024

- 7 -

Proposition No. 2:

Election of twelve (12) Directors (excluding Directors who are
Audit & Supervisory Committee Members)

The terms of office of all of the current eleven (11) Directors (excluding Directors who are
Audit & Supervisory Committee Members) will expire at the close of this Ordinary General
Meeting of Shareholders. Accordingly, it is hereby proposed that twelve (12) Directors (excluding
Directors who are Audit & Supervisory Committee Members) be elected.
The candidates for Director (excluding Director who is an Audit & Supervisory
Committee Member) are as set forth below:
Candidate
No.

1
2
3
4
5
6
7

Current position

Meetings of theBoard of Directors
attendedPresident and Representative Director

11/11

Executive Vice President

11/11

Executive Managing Director

11/11

Executive Managing Director

11/11

Executive Managing Advisor

10/11

Executive Managing Director

11/11

Executive Managing Director

9/9

Executive Managing Director

11/11

Executive Managing Director

11/11

Name

[Reelection]

Osamu Kanemitsu[Reelection]

Kenji Shimizu[Reelection]

Ryosuke Fukami[Reelection]

Tomoyuki Minagawa[Reelection]

Hisashi Hieda[Reelection]

Koichi Minato[Reelection]

Mina Masaya[Reelection]

8

Yoshishige Shimatani[Outside] [Independent officer][Reelection]

9

10

11

Takamitsu Kumasaka[Outside] [Independent officer][New appointment]
Shuji Kanoh[New appointment]
Kiyoto Saito

–

–

–

–

–

–

[Outside] [Independent officer][New appointment]
12

Makiko Yoshida[Outside] [Independent officer](Note) The attendance number for Ms. Mina Masaya is for Meetings of the Board of Directors held on orafter her appointment on June 28, 2023. The attendance number for Mr. Takamitsu Kumasaka
includes the two Meetings of the Board of Directors held between April 1, 2023 and the conclusionof the General Meeting of Shareholders on June 28, 2023, which he attended as an Audit &Supervisory Committee Member.

- 8 -Candidate
No.

Name

Brief history and position in the Company
April 1983
June 2009

Osamu Kanemitsu

June 2011
June 2012[Reelection](Date of birth)1

October 28, 1954
Number of shares of theCompany held by
Candidate

38,991 shares

June 2013
June 2015
June 2017
June 2019
June 2021
June 2022

Joined the Company
General Manager, Management Planning Department, Fuji
Television Network, Inc.
General Manager, Corporate Planning Department of the Company
Executive Managing Officer and General Manager, Corporate
Planning Department of the Company;
Executive Managing Officer and General Manager, Corporate
Planning Department, Fuji Television Network, Inc.
Senior Executive Managing Director of the Company
Executive Vice President of the Company
Executive Vice President, Fuji Television Network, Inc.
President and Representative Director of the Company (to date)
Executive Managing Director, Fuji Television Network, Inc.
President and Representative Director, Fuji Television Network, Inc.
Executive Managing Director, Fuji Television Network, Inc. (todate)

Important concurrent offices
Executive Managing Director, Fuji Television Network, Inc.
Audit & Supervisory Board Member, Sankei Shimbun Co., Ltd.
[Reason for selecting him as a candidate for Director]
Currently, as the President and Representative Director of the Company, he has played an appropriate role indetermining important managerial matters and supervising business operations. In addition, he has engaged in the
sectors of Programming, Business Development & Enterprises, Public Relations, Corporate Planning and Financeof the Company and Fuji Television Network, Inc. and served as the representative director of a television operatingcompany in the past. Thus, he has accumulated wide knowledge and special expertise in the management of media
business. The Company has determined to continue to select him as a candidate for Director as he is expected tomake greater contributions in the future.

[Note 1]

Mr. Osamu Kanemitsu and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Osamu
Kanemitsu is approved, he will become one of the insured under this insurance contract.

- 9 -Candidate
No.

Name

Brief history and position in the Company
April 1983
June 2012
June 2013
June 2014

Kenji Shimizu

July 2017[Reelection](Date of birth)2

June 2019

January 3, 1961
June 2021
Number of shares of theCompany held by
Candidate

17,856 shares

June 2022

Joined the Company
General Manager, Media Development Department, Fuji Television
Network, Inc.
General Manager, Business Development & Enterprises Department,
Fuji Television Network, Inc.
Executive Managing Officer and General Manager, Business
Development & Enterprises Department, Fuji Television Network,
Inc.
Senior Executive Managing Officer, in charge of Corporate Planningof the Company
Senior Executive Managing Officer and General Manager, Corporate
Planning Department, Fuji Television Network, Inc.
Executive Managing Director of the Company
Executive Managing Director, Fuji Television Network, Inc.
Senior Executive Managing Director of the Company
Senior Executive Managing Director, Fuji Television Network, Inc.
Executive Vice President of the Company (to date)

Business in charge in the Company
Corporate Planning and Public &Investor Relations
Important concurrent offices
Director, Nippon Broadcasting System, Inc.
Audit & Supervisory Board Member, Fuji Satellite Broadcasting, Inc. (BS Fuji)
Audit & Supervisory Board Member, Pony Canyon Inc.
Board Director, WOWOW Inc.
Board Director, SKY Perfect JSAT Holdings Inc.
Director, Toei Animation Co., Ltd.

[Reason for selecting him as a candidate for Director]
Currently, he is in charge of Corporate Planning and Public & Investor Relations as the Executive Vice President of
the Company and has played an appropriate role in its business operations. In addition, he has engaged in the sectorsof Programming, Motion Picture, and General Development of the Company and Fuji Television Network, Inc. in
the past. Thus, he has wide knowledge and special expertise in media business. The Company has determined tocontinue to select him as a candidate for Director as he is expected to use his wide experience and knowledge for theCompany.

[Note 1]

Mr. Kenji Shimizu and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Kenji
Shimizu is approved, he will become one of the insured under this insurance contract.

- 10 -

Candidate
No.

Name

Ryosuke Fukami

Brief history and position in the Company
April 1985
June 2016
July 2017
June 2018[Reelection](Date of birth)

3

January 1, 1962
Number of shares of theCompany held by
CandidateJune 2020
June 2021
June 2022

Joined the Company
General Manager, Treasury and Finance Department of the Company
General Manager, Corporate Planning Department of the Company
Executive Managing Officer and General Manager, Corporate
Planning Department of the Company
Executive Managing Officer, Fuji Television Network, Inc.
Executive Managing Director, Fuji Television Network, Inc.
Executive Managing Director, General Manager, Treasury and
Finance Department, General Manager, Corporate Planning
Department of the Company (to date)

Business in charge in the Company
Finance

9,071 shares

Important concurrent offices
Director, DINOS CORPORATION[Reason for selecting him as a candidate for Director]
Currently, as the Executive Managing Director of the Company, he is responsible for Finance, and he is also theGeneral Manager of the Treasury and Finance Department and the General Manager of the Corporate Planning
Department. He has played an appropriate role in the Company’s business operations. In addition, he has engaged in
the sectors of Programming and Sales, etc. of the Company and Fuji Television Network, Inc. in the past. Thus, he
has accumulated wide knowledge and special expertise in the management of media business. The Company has
determined to continue to select him as a candidate for Director as he is expected to make contributions based on his
wide experience and knowledge.

[Note 1]

Mr. Ryosuke Fukami and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Ryosuke
Fukami is approved, he will become one of the insured under this insurance contract.

- 11 -

Candidate
No.

4

Name

Brief history and position in the Company

TomoyukiMinagawa

April 1988
July 2019[Reelection]

June 2022(Date of birth)

Business in charge in the Company
Sustainability Management and Promotion Office, Corporate Compliance Office,General Affairs and Human Resources

October 28, 1964

Joined the Company
General Manager, General Affairs Department of the Company
General Manager, General Affairs Department, Fuji Television
Network, Inc.
Executive Managing Director of the Company (to date)

Number of shares of theCompany held by
Candidate

6,783 shares[Reason for selecting him as a candidate for Director]
Currently, as the Executive Managing Director of the Company, he is responsible for the Sustainability Management
and Promotion Office, the Corporate Compliance Office, General Affairs and Human Resources, and he has played
an appropriate role in the Company’s business operations. In addition, he has engaged in the sectors of Business,
Sales, and Special Zone Planning and Development, etc. of the Company and Fuji Television Network, Inc. in thepast. Thus, he has accumulated wide knowledge and special expertise in the management of media business. The
Company has determined to continue to select him as a candidate for Director as he is expected to make contributions
based on his wide experience and knowledge.

[Note 1]

Mr. Tomoyuki Minagawa and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr.
Tomoyuki Minagawa is approved, he will become one of the insured under this insurance
contract.

- 12 -

Candidate
No.

Name

Hisashi Hieda[Reelection]
5(Date of birth)

December 31, 1937
Number of shares of
the Company held by
Candidate

233,334 shares

Brief history and position in the Company
April 1961
May 1980
June 1983
June 1986
June 1988
June 2001
October 2008
June 2017

Joined the Company
General Manager, Programming Department of the Company
Executive Managing Director of the Company
Senior Executive Managing Director of the Company
President and Representative Director of the Company
Chairman and Chief Executive Officer of the Company
Chairman and Chief Executive Officer, Fuji Television Network,
Inc.
Executive Managing Advisor of the Company (to date)
Executive Managing Advisor, Fuji Television Network, Inc. (todate)

Important concurrent offices
Executive Managing Advisor, Fuji Television Network, Inc.
Director and Advisor, Sankei Shimbun Co., Ltd.
Director, The Sankei Building Co., Ltd.
Director, Kansai Television Co. Ltd.
Director, Tokai Television Broadcasting Co., Ltd.
Director, Television Nishinippon Corporation
Director, Hokkaido Cultural Broadcasting Co., Ltd.

[Reason for selecting him as a candidate for Director]
Currently, as the Executive Managing Advisor of the Company and its core subsidiary Fuji Television Network,
Inc., he has played an appropriate role in offering advice on management in general, among others. In addition,
he has long served as Representative Director of the Company, and materialized a shift to the first certified
broadcast holding company in Japan. Thus, he has accumulated wide experience and special expertise in the
management of media business. The Company has determined to continue to select him as a candidate for Director
as he is expected to make greater contributions in the future.

[Note 1]

Mr. Hisashi Hieda and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Hisashi
Hieda is approved, he will become one of the insured under this insurance contract.

- 13 -

Candidate
No.

Name

Koichi Minato[Reelection](Date of birth)6

May 15, 1952
Number of shares of theCompany held by
Candidate

31,737 shares

Brief history and position in the Company
April 1976
June 2007
October 2008
June 2009
June 2010
June 2013
June 2015
June 2022

Joined the Company
Executive Managing Officer of the Company
Executive Managing Officer, Fuji Television Network, Inc.
Senior Executive Managing Officer, Fuji Television Network, Inc.
Executive Managing Director, Fuji Television Network, Inc.
Senior Executive Managing Director, Fuji Television Network, Inc.
President and Representative Director, KYODO TELEVISION, LTD.
Executive Managing Director of the Company (to date)President and Representative Director, Fuji Television Network, Inc.
(to date)

Important concurrent offices
President and Representative Director, Fuji Television Network, Inc.

[Reason for selecting him as a candidate for Director]
Currently, he concurrently serves as the President and Representative Director of Fuji Television Network, Inc., theCompany’s core subsidiary, and he has played an appropriate role as an Executive Managing Director of theCompany. In addition, he has engaged in the sectors of Programming and Production, etc. of the Company and Fuji
Television Network, Inc. in the past, and he has served as President and Representative Director of KYODOTELEVISION, LTD, the Company’s subsidiary. Thus, he has accumulated wide knowledge and special expertise inmedia business. The Company has determined to continue to select him as a candidate for Director as he is expected
to make contributions based on his wide experience and knowledge.

[Note 1]

Mr. Koichi Minato and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Koichi
Minato is approved, he will become one of the insured under this insurance contract.

- 14 -

Candidate
No.

7

Name

Brief history and position in the Company

Mina Masaya

April 1991
March 2000

[Reelection]

July 2021(Date of birth)

June 2022

April 13, 1968
June 2023
Number of shares of theCompany held by
Candidate

Joined the Company
Bureau Chief, Paris Bureau, Foreign News, News Center, News
Department of the Company
General Manager, International Department, Fuji Television
Network, Inc.
Executive Managing Director and General Manager, International
Department, Fuji Television Network, Inc. (to date)
Executive Managing Director of the Company (to date)

Important concurrent offices
Executive Managing Director, Fuji Television Network, Inc.

5,993 shares[Reason for selecting her as a candidate for outside Director and outline of expected role]
Currently, she concurrently serves as the Executive Managing Director of International Department of Fuji
Television Network, a core subsidiary of the Company, and she has played an appropriate role as an Executive
Managing Director of the Company. In addition, she has engaged in the sectors of News and Executive Office, etc.
of the Company and Fuji Television Network, Inc. in the past. Thus, she has accumulated wide knowledge andspecial expertise in the management of media business. The Company has determined to continue to select her asa candidate for Director as she is expected to make contributions based on her wide experience and knowledge.

[Note 1]

Ms. Mina Masaya and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Ms. Mina
Masaya is approved, she will become one of the insured under this insurance contract.

- 15 -

Candidate
No.

Name

Brief history and position in the Company
May 2001

Yoshishige Shimatani May 2005
[Reelection][Outside][Independent officer]
8

May 2007
May 2011
June 2017
May 2021(Date of birth)

March 5, 1952
Number of shares of theCompany held by
Candidate

6,408 shares

May 2022

Director, Toho Co., Ltd.
Managing Director, Toho Co., Ltd.
Senior Managing Director, Toho Co., Ltd.
President and Representative Director, Toho Co., Ltd.
Executive Managing Director of the Company (to date)
Executive Managing Director, Fuji Television Network, Inc. (to date)President and Representative Director, President and Executive
Officer, Toho Co., Ltd.
Chairman and Representative Director, Toho Co., Ltd. (to date)

Important concurrent offices
Chairman and Representative Director, Toho Co., Ltd.
Executive Managing Director, Fuji Television Network, Inc.
Director, Tokyo Rakutenchi Co., Ltd.
Director, Hankyu Hanshin Holdings Inc.
Director, Tokyo Kaikan Co., Ltd.

[Reason for selecting him as a candidate for outside Director and outline of expected role]
As a representative director of a listed movie and drama business corporation, he has accumulated special expertise inmedia business. In addition, at and outside of meetings of the Board of Directors, he has presented advice andrecommendations based on his wide experience and knowledge. He has exerted an appropriate supervisory function as
an outside Director and made a considerable contribution to the Company. The Company has determined to continue
to select him as a candidate for outside Director as he is expected to use his wide experience and knowledge for the
management of the Company in the future and supervise management with an objective perspective independent frompersons executing business operations.

[Note 1]Mr. Yoshishige Shimatani and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

Mr. Yoshishige Shimatani is a candidate for outside Director.

[Note 4]

Mr. Yoshishige Shimatani will have served as outside Director of the Company for sevenyears at the close of this General Meeting of Shareholders. He is an Executive Managing
Director of Fuji Television Network, Inc., which is a company having specific relationships
with the Company. He had been an outside Director of Kansai Television Co. Ltd., which
is a company having specific relationships with the Company, from June 2011 to June 2017.

[Note 5]The Company has, in accordance with Article 427, paragraph 1 of the Companies Act,
entered into an agreement with Mr. Yoshishige Shimatani to limit the liability for damages
as provided for in Article 423, paragraph 1 of the said act. The maximum amount of theliability for damages under such agreement shall be the higher of (i) ¥10,000,000 and (ii)such amount as provided for in laws and ordinances.

[Note 6]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr.
Yoshishige Shimatani is approved, he will become one of the insured under this insurance
contract.

[Note 7]The Company has registered Mr. Yoshishige Shimatani with the Tokyo Stock Exchange as
an independent officer as provided for by the exchange. The Company plans to continue toappoint him as an independent officer if he is reelected.

[Note 8]

Although there is a business relationship between Toho Co., Ltd., of which Mr. Yoshishige
Shimatani serves as the Representative Director, and Fuji Television Network, Inc., a core

- 16 -

subsidiary of the Company, the amount of transactions for the fiscal year ended March 31,
2024 was less than 1% of net sales of Fuji Television Network, Inc.

- 17 -

Candidate
No.

Name

Takamitsu
Kumasaka[Reelection][Outside][Independent officer]
9(Date of birth)January 10, 1949
Number of shares of theCompany held by
Candidate

566 shares

Brief history and position in the Company
June 2006
June 2008
June 2009
June 2011
June 2017
June 2019
October 2022
November
2022
June 2023

Director, Sankei Shimbun Co., Ltd.
Managing Director, Sankei Shimbun Co., Ltd.
Senior Managing Director, Sankei Shimbun Co., Ltd.
President and Representative Director, Sankei Shimbun Co., Ltd.
Chairman and Representative Director, Sankei Shimbun Co., Ltd.
Advisor, Sankei Shimbun Co., Ltd. (to date)
Executive Managing Director (Audit & Supervisory Committee
Member) of the Company
Audit & Supervisory Board Member, Fuji Television Network,
Inc.
Executive Managing Director of the Company (to date);
Executive Managing Director, Fuji Television Network, Inc. (todate)

Important concurrent offices
Advisor, Sankei Shimbun Co., Ltd.
Executive Managing Director, Fuji Television Network, Inc.
Director, The Sankei Building Co., Ltd.

[Reason for selecting him as a candidate for outside Director and outline of expected role]
As a former representative director of a newspaper business corporation, he has accumulated special expertise andwide experience in media business. In addition, at and outside of meetings of the Board of Directors, he haspresented advice and recommendations based on his wide experience and knowledge. He has exerted an
appropriate supervisory function as an outside Director and made a considerable contribution to the Company. The
Company has determined to continue to select him as a candidate for outside Director as he is expected to use his
wide experience and knowledge for the management of the Company in the future and supervise management withan objective perspective independent from persons executing business operations.

[Note 1]

Mr. Takamitsu Kumasaka and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

Mr. Takamitsu Kumasaka is a candidate for outside Director.

[Note 4]

Mr. Takamitsu Kumasaka will have served as outside Director of the Company for one year
eight months at the close of this General Meeting of Shareholders. He is a Director of Fuji
Television Network, Inc. and The Sankei Building Co., Ltd. which are companies having
specific relationships with the Company. In addition, he had been a Representative Directorof Sankei Shimbun Co., Ltd., which is a company having specific relationships with theCompany, from 2011 to 2019, and a Director of Kansai Television Co. Ltd., which is acompany having specific relationships with the Company, from 2011 to 2023.

[Note 5]The Company has, in accordance with Article 427, paragraph 1 of the Companies Act,
entered into an agreement with Mr. Takamitsu Kumasaka to limit the liability for damages
as provided for in Article 423, paragraph 1 of the said act. The maximum amount of theliability for damages under such agreement shall be the higher of (i) ¥10,000,000 and (ii)such amount as provided for in laws and ordinances.

[Note 6]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr.
Takamitsu Kumasaka is approved, he will become one of the insured under this insurance
contract.

[Note 7]The Company has registered Mr. Takamitsu Kumasaka with the Tokyo Stock Exchange as
an independent officer as provided for by the exchange. The Company plans to continue toappoint him as an independent officer if he is reelected.

- 18 -

[Note 8]

Although there is a business relationship between Sankei Shimbun Co., Ltd., of which Mr.
Takamitsu Kumasaka served as the Representative Director in the past, and Fuji Television
Network, Inc., a core subsidiary of the Company, the amount of transactions for the fiscal
year ended March 31, 2024 was less than 1% of the net sales of Fuji Television Network,Inc.

- 19 -

Candidate
No.

Name

Brief history and position in the Company
April 1972
June 1999

Shuji Kanoh[New appointment](Date of birth)10

June 2001
June 2006
October 2008
June 2011

February 22, 1950

June 2013
June 2015

Number of shares of theCompany held by
CandidateJune 201787,000 shares

June 2019

Joined the Company
General Manager, Account Department, Business Management
Division of the Company
Executive Managing Director of the Company
Senior Executive Managing Director of the Company
Senior Executive Managing Director, Fuji Television Network,
Inc.
Executive Vice President of the Company
Executive Vice President, Fuji Television Network, Inc.
Senior Executive Vice President of the Company
President and Representative Director of the Company
Executive Managing Director, Fuji Television Network, Inc.
Chairman and Representative Director of the Company
Chairman and Representative Director, Fuji Television Network,
Inc.
Chairman and Representative Director, Kansai Television Co. Ltd.
(to date)

Important concurrent offices
Chairman and Representative Director, Kansai Television Co. Ltd.
Audit & Supervisory Board Member, The Sankei Building Co., Ltd.
[Reason for selecting him as a candidate for Director]
He currently serves as the Chairman and Representative Director of Kansai Television Co. Ltd., and in the past,
has served as a Representative Director of the Company as well as Fuji Television Network, Inc., a core subsidiaryof the Company. Thus, he has accumulated wide knowledge and special expertise in the management of media
business. The Company has determined to nominate him as a new candidate for Director as he is expected to makecontributions based on his wide experience and knowledge.

[Note 1]Mr. Shuji Kanoh and the Company are not special interested parties to each other.

[Note 2]Mr. Shuji Kanoh is scheduled to resign as Audit & Supervisory Board Member of The
Sankei Building Co., Ltd. on June 17, 2024 and Chairman and Representative Director of
Kansai Television Co. Ltd. on June 19, 2024. He is also scheduled to be appointed as
Chairman and Representative Director of Fuji Television Network, Inc. on June 26, 2024.

[Note 3]

The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Shuji
Kanoh is approved, he will become one of the insured under this insurance contract.

- 20 -

Candidate
No.

Name

Kiyoto Saito[New appointment][Outside][Independent officer]
11

Brief history and position in the Company
June 2017
June 2019
December
2020

President and Representative Director, Japan Central Music, LTD.
Director, Nippon Cultural Broadcasting, Inc.
President and Representative Director, Nippon Cultural
Broadcasting, Inc. (to date)

Important concurrent offices
President and Representative Director, Nippon Cultural Broadcasting, Inc.

(Date of birth)

October 10, 1964
Number of shares of theCompany held by
Candidate0 shares[Reason for selecting him as a candidate for outside Director and outline of expected role]
As a representative director of a radio broadcasting business corporation, he has accumulated special expertise inmedia business. The Company has determined to nominate him as a new candidate for outside Director as he isexpected to use his wide experience and knowledge for the management of the Company in the future and supervise
management with an objective perspective independent from persons executing business operations.

[Note 1]

Mr. Kiyoto Saito and the Company are not special interested parties to each other.

[Note 2]

Mr. Kiyoto Saito is a candidate for outside Director.

[Note 3]

Mr. Kiyoto Saito is scheduled to be appointed as Executive Managing Director of Fuji
Television Network, Inc., which is a company having specific relationships with theCompany, on June 26, 2024.

[Note 4]If Mr. Kiyoto Saito’s appointment is approved, the Company, in accordance with Article
427, paragraph 1 of the Companies Act, plans to enter into an agreement with him to limit
his liability for damages as provided for in Article 423, paragraph 1 of the said act. The
maximum amount of the liability for damages under such agreement shall be the higher of(i) ¥10,000,000 and (ii) such amount as provided for in laws and ordinances.

[Note 5]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Kiyoto
Saito is approved, he will become one of the insured under this insurance contract.

[Note 6]

Mr. Kiyoto Saito satisfies the Tokyo Stock Exchange’s requirements to be designated as
an independent officer. If his appointment is approved, the Company plans to register him
as an independent officer.

[Note 7]

Although there is a business relationship between Nippon Cultural Broadcasting, Inc., ofwhich Mr. Kiyoto Saito serves as the Representative Director, and Fuji Television Network,
Inc., a core subsidiary of the Company, the amount of transactions for the fiscal year ended
March 31, 2024 was less than 1% of the net sales of Fuji Television Network, Inc.

- 21 -

Candidate
No.

Name

Brief history and position in the Company
June 2013

Makiko Yoshida[New appointment][Outside][Independent officer]
12(Date of birth)

September 13, 1960
Number of shares of theCompany held by
Candidate0 shares

November
2013
July 2015
June 2016
July 2017
July 2019
September
2020
June 2022

Deputy Director-General (IT Policy), Minister’s Secretariat,
Ministry of Economy, Trade and Industry
Executive Secretary to the Prime Minister
Director-General of the Global ICT Strategy Bureau, Ministry ofInternal Affairs and Communications
Director-General of Minister’s Secretariat, Ministry of Internal
Affairs and Communications
Director-General, Information and Communication Bureau,
Ministry of Internal Affairs and Communications
Vice-Minister for Policy Coordination, Ministry of Internal
Affairs and Communications
Cabinet Public Relations Secretary
President, The Association for Promotion of Public Local
Information and Communication (to date)

Important concurrent offices
President, The Association for Promotion of Public Local Information andCommunications
Director, SIGMAXYZ Holdings Inc.
Independent Director and Audit and Supervisory Committee Member, Tokai Tokyo
Securities Co., Ltd.

[Reason for selecting her as a candidate for outside Director and outline of expected role]
She has served in a number of important positions, including Director-General, Information and Communication
Bureau, and Vice-Minister for Policy Coordination of the Ministry of Internal Affairs and Communications, andCabinet Public Relations Secretary, and has accumulated special expertise and wide experience in broadcastingand information and communication. The Company has determined to nominate her as a new candidate for outside
Director as she is expected to use her wide experience and knowledge for the management of the Company in the
future and supervise management with an objective perspective independent from persons executing business
operations.

[Note 1]

Ms. Makiko Yoshida and the Company are not special interested parties to each other.

[Note 2]

Ms. Makiko Yoshida is a candidate for outside Director.

[Note 3]

Ms. Makiko Yoshida is scheduled to resign as President of the Association for Promotionof Public Local Information and Communication on June 7, 2024. She is also scheduled tobe appointed as an Executive Managing Director of Fuji Television Network, Inc., which
is a company having specific relationships with the Company on June 26, 2024.

[Note 4]

If Ms. Makiko Yoshida’s appointment is approved, the Company, in accordance with
Article 427, paragraph 1 of the Companies Act, plans to enter into an agreement with her
to limit her liability for damages as provided for in Article 423, paragraph 1 of said act. The
maximum amount of the liability for damages under such agreement shall be the higher of(i) ¥10,000,000 and (ii) such amount as provided for in laws and ordinances.

[Note 5]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Ms. Makiko
Yoshida is approved, she will become one of the insured under this insurance contract.

[Note 6]

Ms. Makiko Yoshida satisfies the Tokyo Stock Exchange’s requirements to be designatedas an independent officer. If her appointment is approved, the Company plans to register
her as an independent officer.

- 22 -

Proposition No. 3:

Election of two (2) Directors who are Audit & Supervisory
Committee Members

The terms of office of Mr. Kiyoshi Onoe and Mr. Yuzaburo Mogi, Directors who are Audit& Supervisory Committee Members, will expire at the close of this Ordinary General Meeting of
Shareholders. Accordingly, it is hereby proposed that two (2) Directors who are Audit &Supervisory Committee Members be elected. The Audit & Supervisory Committee has consented
to this proposition.
The candidate for Directors who are Audit & Supervisory Committee Members are as
set forth below:
CandidateNo.

Meetings of theBoard ofDirectors attended

Meetings of the
Audit &
Supervisory
Board attended

Kiyoshi Onoe

Executive Managing
Director (Full-time
Audit & Supervisory
Committee Member)

11/11

6/6

Yuzaburo Mogi

Executive Managing
Director (Audit &Supervisory
Committee Member)

10/11

6/6

Name

1

[Reelection]

2[Reelection][Outside][Independent
officer]Current position- 23 -Name

Kiyoshi Onoe
[Reelection](Date of birth)

March 16, 1935
Number of shares of theCompany held by
Candidate1

73,883 shares

December
1958
June 1987
June 1989
June 1992
June 1997
June 1999
June 2001
June 2003
June 2005
October 2008
June 2020

Brief history and position in the Company
Joined the Company
General Manager, General Technical Department of theCompany
Executive Managing Director of the Company
Senior Executive Managing Director of the Company
Executive Vice President of the Company
Senior Executive Vice President of the Company
Executive Managing Advisor of the Company
Vice Chairman of the Company
Full-time Audit & Supervisory Board Member
Audit & Supervisory Board Member, Fuji Television Network,
Inc. (to date)
Executive Managing Director (Full-time Audit & Supervisory
Committee Member) of the Company (to date)

Important concurrent offices
Audit & Supervisory Board Member, Fuji Television Network, Inc.

[Reason for selecting him as a candidate for Director who is an Audit & Supervisory Committee Member]
Currently, as the Executive Managing Director who is a Full-time Audit & Supervisory Committee Member of
the Company, he has presented advice and recommendations at and outside of the meetings of the Board of
Directors and the Audit & Supervisory Committee based on his wide experience and knowledge, and played
an appropriate role in ensuring the soundness of management. In addition, after engaging in the sectors ofTechnology, Systems, General Affairs and Human Resources of the Company, he has served as the Senior
Executive Vice President. Thus, he has accumulated special expertise in media business. The Company has
determined to continue to select him as a candidate for Director who is an Audit & Supervisory Committee
Member as he is expected to make greater contributions in the future, including audit engagements, advice andrecommendations to ensure the proper execution by the Directors of their duties, as well as supervisory workthrough the exercise of voting rights at the meetings of the Board of Directors.

[Note 1]

Mr. Kiyoshi Onoe and the Company are not special interested parties to each other.

[Note 2]The “number of shares of the Company held by Candidate” is shown by the substantial
number of shares that includes the shares held by such candidate in the Officers Stock
Ownership Plan.

[Note 3]

The Company has, in accordance with Article 427, paragraph 1 of the Companies Act,
entered into an agreement with Mr. Kiyoshi Onoe to limit the liability for damages asprovided for in Article 423, paragraph 1 of the said act. The maximum amount of theliability for damages under such agreement shall be the higher of (i) ¥10,000,000 and (ii)such amount as provided for in laws and ordinances.

[Note 4]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr. Kiyoshi
Onoe is approved, he will become one of the insured under this insurance contract.

- 24 -Name
March 1979
March 1982
October 1985

Yuzaburo Mogi
[Reelection][Outside][Independent officer](Date of birth)

March 1989
March 1994
February 1995
June 2003
June 2004
October 2008

February 13, 1935
June 2011

2

Number of shares of theCompany held by
Candidate

3,000 shares

June 2020

Brief history and position in the Company
Director, Kikkoman Corporation
Managing Director, Kikkoman Corporation
Managing Director and Representative Director, Kikkoman
Corporation
Senior Managing Director and Representative Director,
Kikkoman Corporation
Vice President and Representative Director, Kikkoman
Corporation
President and Representative Director, Kikkoman Corporation
Audit & Supervisory Board Member of the Company
Chairman and Representative Director, Kikkoman Corporation
Audit & Supervisory Board Member, Fuji Television Network,
Inc. (to date)
Honorary Chairman and Director and Chairman of the Board of
Directors, Kikkoman Corporation (to date)
Executive Managing Director (Audit & Supervisory Committee
Member) of the Company (to date)

Important concurrent offices
Honorary Chairman and Director and Chairman of the Board of Directors,
Kikkoman Corporation
Audit & Supervisory Board Member, Fuji Television Network, Inc. Director,
Calbee, Inc.
Executive Director, Oriental Land Co., Ltd.
Audit & Supervisory Board Member, TOBU Railway Co., Ltd.

[Reason for selecting him as a candidate for outside Director who is an Audit & Supervisory Committee
Member and outline of expected role]
As the former representative director of a listed food business company, he has accumulated expert knowledge
and wide experience. In addition, from his unbiased and objective viewpoints, he has presented advice andrecommendations as an outside Director of the Company at and outside of the meetings of the Board of
Directors and the Audit & Supervisory Committee and made a considerable contribution to ensuring thesoundness of management. The Company has determined to continue to select him as a candidate for outside
Director who is an Audit & Supervisory Committee Member as he is expected to use his wide experience andknowledge to perform audit engagements and present advice and recommendations to ensure the proper
execution by the Directors of their duties, as well as conduct supervisory work through the exercise of voting
rights at the meetings of the Board of Directors.

[Note 1]Mr. Yuzaburo Mogi and the Company are not special interested parties to each other.

[Note 2]

Mr. Yuzaburo Mogi is a candidate for outside Director.

[Note 3]

Mr. Yuzaburo Mogi will have served as outside Director of the Company for four years at
the close of this General Meeting of Shareholders. He is an Audit & Supervisory Board
Member of Fuji Television Network, Inc., which is a company having specific relationships
with the Company.

[Note 4]The Company has, in accordance with Article 427, paragraph 1 of the Companies Act,
entered into an agreement with Mr. Yuzaburo Mogi to limit the liability for damages asprovided for in Article 423, paragraph 1 of the said act. The maximum amount of theliability for damages under such agreement shall be the higher of (i) ¥10,000,000 and (ii)such amount as provided for in laws and ordinances.

[Note 5]The Company has entered into a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, paragraph 1 of the Companies Act. This
insurance will cover litigation expenses and damages to be borne by the insured arisingfrom lawsuits by third parties, shareholders or the Company. If the election of Mr.
Yuzaburo Mogi is approved, he will become one of the insured under this insurance
contract.
The Company has registered Mr. Yuzaburo Mogi with the Tokyo Stock Exchange as anindependent officer as provided for by the exchange. The Company plans to continue toappoint him as an independent officer if he is reelected.

[Note 6]

- 25 -

[Note 7]

Although there is a business relationship between Kikkoman Corporation, of which Mr.
Yuzaburo Mogi served as the Representative Director in the past, and Fuji Television
Network, Inc., a core subsidiary of the Company, the amount of transactions for the fiscal
year ended March 31, 2024 was less than 1% of net sales of Fuji Television Network, Inc.

- 26 -

Proposition No. 4:

Determination of Remuneration for Granting Transfer-Restricted
Shares to Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors)

The maximum amount of remuneration of Directors (excluding Directors who are Audit &Supervisory Committee Members) of the Company was approved to be no more than ¥960 million
per annum (including ¥200 million for Outside Directors) at the Ordinary General Meeting of
Shareholders held on June 25, 2020. In order to provide an incentive to Directors of the Company
for achieving sustainable improvement of the Group’s corporate value and further promote value
sharing between Directors and shareholders, the Company hereby requests approval for the
introduction of a new remuneration plan designed to grant transfer-restricted shares to Directors of
the Company (excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors; hereinafter “Eligible Directors”). The Company has been granting the Eligible Directors
stock price-linked remuneration (remuneration for the purpose of acquiring company stock), toallow them to acquire shares of common stock of the Company through the Officers Stock
Ownership Plan. However, this remuneration shall be transitioned to the newly launching
remuneration system that involves granting of transfer-restricted shares.
The maximum aggregate amount of monetary compensation receivables to be paid for the
purpose of granting transfer-restricted shares granted to the Eligible Directors shall be no morethan ¥200 million per annum, which is within the existing ceiling of the monetary remuneration
for Directors of the Company, and is considered to be appropriate in consideration of its objectives
as aforementioned, while the maximum aggregate number of shares of common stock of theCompany to be issued or disposed of under this plan shall be no more than 200,000 shares perannum, provided, however, that if share split (including the allotment of common stock of theCompany without contribution), or share consolidation of common stock of the Company isimplemented on or after the day of the resolution for the approval of this Proposition, or otherwise
if there arise needs to adjust the total number of shares of common stock of the Company to beissued or disposed as transfer-restricted shares, such maximum aggregate number of shares shallbe adjusted within a reasonable extent. Specific time schedule and the allocation of this new
remuneration to each Eligible Director shall be decided by a resolution of the Board of Directors.
The Company currently has eight (8) Eligible Directors. If Proposition No. 2 is approved
as originally proposed at the above General Meeting of Shareholders, it will have eight (8) Eligible
Directors.
The Eligible Directors shall, based on a resolution of the Board of Directors of the Company,
pay in as in-kind contribution of property all monetary compensation receivables paid inaccordance with this Proposition, and shall receive common stock of the Company throughissuance or disposal, where the amount to be paid in for each such share shall be determined by the
Board of Directors within the range not particularly beneficial to the Eligible Directors, based on
the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business
day preceding each date of such resolution of the Board of Directors (or the closing price on theimmediate preceding trading day if no transaction is done on such business day). Upon issuance ordisposal of shares of common stock of the Company under this plan, the Company shall enter into
a contract on the allotment of shares with restrictions on transfer (hereinafter the “Allotment
Contract”) including the following provisions with the Eligible Directors.
(1) An Eligible Director shall, for the period between the date of delivery of the transferrestricted shares and the date of loss of position as a Director of the Company or other- 27 -

position as defined by the Board of Directors of the Company (hereinafter the “Transfer
Restriction Period”), not be allowed to transfer, attach security interest thereon, orotherwise dispose of shares of common stock of the Company allotted to him/her(hereinafter the “Allotted Shares”) based on the Allotment Contract (hereinafter the“Transfer Restriction”).
(2) In case the Eligible Director lost any and all positions as defined in (1) above before theexpiry of a period predetermined separately by the Board of Directors of the Company(hereinafter the “Service Period”), the Company shall duly acquire the Allotted Shares
without compensation unless there is reason for such loss of position to be consideredfaultless by the Board of Directors of the Company.
(3) The Company shall lift the Transfer Restriction at the expiry of the Transfer Restriction
Period for the whole of the Allotted Shares, on condition that the Eligible Director has
remained in the office of Director of the Company or in other position as defined by the
Board of Directors of the Company continuously during the Service Period. However, inthe case where the Eligible Director has lost any and all positions as defined in (1) above,
before the expiry of the Service Period due to the reason considered faultless by the Boardof Directors of the Company as defined in (2) above, the number of the Allotted Sharesfor which the Transfer Restriction is lifted as well as the timing of lifting shall bereasonably adjusted as appropriate.
(4) The Company shall duly acquire without compensation the Allotted Shares for which theTransfer Restriction is yet to be lifted at the expiry of the Transfer Restriction Period basedon the provisions in (3) above.
(5) If, during the Transfer Restriction Period, a merger agreement where the Company
becomes the absorbed company, share exchange agreement or share transfer plan where
the Company becomes a wholly owned subsidiary, or any other matter related toorganizational restructuring, etc. is approved at a General Meeting of Shareholders of theCompany (or at the Board of Directors of the Company if such organizational restructuring,etc. does not require approval by the General Meeting of Shareholders of the Company),
the Company shall, based on a resolution of the Board of Directors, lift the Transfer
Restriction for certain number of the Allotted Shares to be determined reasonably by aresolution of the Board of Directors of the Company, prior to the effective date of suchorganizational restructuring.
(6) In the case where (5) above applies, the Company shall duly acquire without compensation
the Allotted Shares for which the Transfer Restriction is yet to be lifted at the point
immediately after the lifting of the Transfer Restriction pursuant to the provisions of (5)above.
(7) The Allotment Contract shall comprise matters decided by the Board of Directors,
including the method for indicating intention of, and sending notification by parties to thisAgreement, along with procedures to revise the Allotment Contract.
The Company formulated the policy for determining remuneration of Directors of theCompany at the Board of Directors meeting held on February 25, 2021. This policy isscheduled to be amended in line with this Proposition, subject to the approval of this- 28 -

Proposition. As explained above, since the amount to be paid in for the Allotted Shares is set
within a range not particularly beneficial to the Eligible Directors, and the estimated scale ofequity dilution is minimal, the Company believes that the details of this Proposition isreasonable.

- 29 -

(Reference)

If Proposition 2 and Proposition 3 are approved, the skills matrix of the Board of Directors
will be as follows.
[Skills matrix]

Executive
Managing
Director

Executive
Managing
Director(Audit &Supervisory
Committee
Member)

Shuji
Kanoh
Osamu
Kanemitsu
KenjiShimizu
Ryosuke
FukamiTomoyukiMinagawa
Hisashi
Hieda
Koichi
MinatoMina
MasayaYoshishige
Shimatani
KiyotoSaito
Takamitsu
Kumasaka
MakikoYoshidaKiyoshiOnoe
TakashiWagai
Yuzaburo
Mogi
Akira
KiyotaShinichiro
Ito

Corporate
management/
management
strategyGroupmanagement

Industryknowledge

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Legal/
risk

Finance/accounting

Technology/IT

Sustaina-bility/
ESG

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

- 30 -●●●●●

(Reference) Cross-shareholdings[Policy on cross-shareholdings]
Regarding cross-shareholdings, we have a policy of holding shares that we believe willcontribute to the medium to long-term improvement of the corporate value of the Group from theperspective of strengthening and maintaining business alliances and cooperative relationships.
Every year, the Board of Directors comprehensively verifies the rationality and necessity ofholding each individual stock by considering the relationship and scale of business transactions
with the Group, as well as quantitative aspects such as the performance, dividends, and stock priceof the company in question, with reference to the cost of capital. As a result of the verification, we
create a list of candidates for sale for stocks, including the possibility of partial sale thereof, where
the significance of holding is deemed to have diminished, and consider reducing crossshareholdings for these candidates. Furthermore, we adopt a flexible approach that allows for the
addition of candidates for sale even before the next verification. As a result, we have sold stocks
as appropriate, and we have sold all shares of 24 listed stocks and some of the holdings of 3 listed
stocks since December 2015 (as of March 31, 2024).
The ratio of cross-shareholdings to invested capital (the sum of consolidated net assets andinterest-bearing debt) as of March 31, 2024 was 18.1%, falling below the target of 20%.
Furthermore, we will aim to reduce cross-shareholdings to less than 20% of consolidated net assets
by fiscal year ending March 31 2031.
[Status of cross-shareholdings and invested capital] (as of March 31, 2024)
Cross-held shares

Number of Consolidated balancestockssheet amount

Consolidated balance
sheet amount(million yen)(million yen)

Listed shares

45

205,537

Consolidated net assets

869,628

Unlisted shares

58

10,819Interest-bearing debt

324,760

Total

103

216,356

Total invested capital

1,194,389* Ratio of cross-shareholdings to invested capital: 18.1%[Criteria for exercising voting rights for cross-shareholdings]
Regarding the exercise of voting rights for shares with voting rights, we make appropriate
decisions for or against each proposition by comprehensively considering whether the proposition
will contribute to improving the medium to long-term corporate value of the investee company and
the Group, while respecting the management policies and strategies of the investee company.

- 31 -

,
BUSINESS REPORT(For the period from April 1, 2023 to March 31, 2024)

I.

Matters concerning the current state of the Fuji Media Holdings Group:1.

Development and results of business activities:

The Japanese government’s Monthly Economic Report on the Japanese economy for the
fiscal year ended March 31, 2024 (April 1, 2023 to March 31, 2024) states, “The economy isexpected to continue recovering at a moderate pace with the improving employment andincome situation, supported by the effects of the policies. However, the slowing down ofoverseas economies is a downside risk to the Japanese economy, due in part to the effect of
global monetary tightening and concerns about the economic outlook in China. Also, full
attention should be given to price increases, the situation in the Middle East, and fluctuationsin the financial and capital markets. In addition, full attention should be given to the economic
impact of the 2024 Noto Peninsula Earthquake.” It also states that firms’ judgments on businessconditions “are improving.”
Fuji Media Holdings Group (the “Group”) succeeded in improving its earnings, benefitingfrom the normalization of socio-economic activities driven by the downgrading of the status of
COVID-19 to Class 5 under the Infectious Diseases Control Act in May 2023, which led to theresumption of events and the significant recovery of demand for travel and tourism, in spite of
the impact of price increases against the backdrop of rising raw material prices, as well as theshift from stay-at-home demand to offline consumption. The earnings improvement was also
attributable to such factors as the strong performance of hotels and leased properties including
office buildings.
Amid this economic environment, consolidated net sales of the Group increased overall
during the fiscal year under review, up 5.8% year-on-year to ¥566,443 million, thanks toincreases in both the Media & Content segment and the Urban Development, Hotels & Resorts
segment.
In terms of earnings, operating income increased 6.7% year-on-year to ¥33,519 million, as
the Urban Development, Hotels & Resorts segment reported an increase, while the Media &Content segment recorded a decrease. Recurring profit increased 0.3% year-on-year to ¥39,173
million despite a decrease in equity in earnings of affiliates, and net income attributable toowners of the parent decreased 20.9% year-on-year to ¥37,082 million mainly due to areactionary decrease in gain on contribution of securities to retirement benefit trust recorded in
the previous fiscal year and an increase in loss on retirement of noncurrent assets recorded
under extraordinary loss; against an increase in gain on sale of investment securities recorded
under extraordinary gain.

- 32 -

Results by operating segment are as follows.
Net sales

Segment operating income

82nd fiscal year
April 1, 2022 Mar. 31, 2023

83rd fiscal year
(Current year)
April 1, 2023 Mar. 31, 2024

Comparison
with theprevious year

82nd fiscal year
April 1, 2022 Mar. 31, 2023

83rd fiscal year
(Current year)
April 1, 2023 Mar. 31, 2024

Comparison
with theprevious year

(million yen)(million yen)(%)(million yen)(million yen)(%)

Media & Content

420,836433,663

3.0

17,484

15,706(10.2)

Urban Development,
Hotels & Resorts

108,841

128,316

17.9

15,07019,537

29.6

Other

20,394

19,818

(2.8)

931

944

1.3

Eliminations(14,430)(15,355)–(2,086)(2,667)–

Total

535,641

566,443

5.8

31,401

33,519

6.7<Media & Content>
Fuji Television Network, Inc. (“Fuji TV”), the core subsidiary of the Group, recorded anincrease in net sales due to growth in streaming advertising revenue and contributions from thecontent business, including the event and digital businesses. However, a decrease in TV
advertising revenue due to lower viewer ratings and other factors resulted in an overall increase
in revenue and a decrease in operating income.
Broadcasting and media revenues, a component of net sales, decreased 5.6% year-on-yearto ¥183,490 million.
Network time advertising sales (broadcast nationwide) fell below the previous year’s level
for regular programs, and recorded a decrease in revenue for special programs. The decreasein special program revenues was due to the reactionary drop from higher sales of “FIFA World
Cup Qatar 2022TM” and the “2022 EAFF E-1 Football Championship” in the previous fiscal
year, although partially offset by the “FIVB World Cup Volleyball / Paris Olympic
Qualification Tournament 2023” and the “FNS 27 hours TV.” As a whole, network timeadvertising sales decreased 8.2% year-on-year to ¥63,551 million.
Local time advertising sales (broadcast over the Kanto region) decreased 4.6% year-onyear to ¥10,135 million.
Spot advertising sales were affected by lower viewer ratings and price increases against
the backdrop of soaring raw material prices, the depreciation of the yen and other factors.
Sorting sales by industrial categories, only 3 out of 19 industries including “Travel/Leisure,”“Beverage (Alcoholic)” and “Real Estate/Housing” posted a year-on-year growth. As a result,spot advertising sales decreased 8.5% year-on-year to ¥73,662 million.
Meanwhile, streaming advertising sales on video-on-demand services including TVer (anad-supported service co-founded by commercial broadcasters) showed significant growth,
driven by the number of views of serial dramas, such as “My Beloved Flower” (a series
broadcast on Thursday from October to December 2023) and “My Lawyer is Not So Easy”(newly established drama as part of the October timetable redesign and broadcast on Friday at
9 p.m.). As a result, streaming advertising sales increased 61.6% year-on-year to ¥7,866 million.
- 33 -

In the content business, revenues increased year-on-year in the event business, the digitalbusiness and other businesses. The increase of event business revenues was due to thecontribution of various events, including Cirque du Soleil’s “Alegria – In A New Light” and“Odaiba Adventure King 2023,” which was held for the first time in four years and attracted
more than 2.3 million visitors. Revenues of the digital business, which are mainly comprisedof revenues from FOD Premium (a video-on-demand service), saw an increase due to asignificant growth in the number of paid subscriptions driven by various campaigns, including
distribution of new and old dramas. Revenues of the movie business, which enjoyed a string of
hit theatrical releases including “Tokyo Revengers 2: Bloody Halloween,” “Misuteri to Iu
Nakare” and “Fly Me To The Saitama II,” were down from the previous fiscal year when “ONEPIECE FILM RED” made a significant contribution. However, revenue from licensing of pastworks and advertising cooperation revenue related to “The Super Mario Brors. Movie”
contributed to earnings. As a result, net sales from the content business increased 26.9% yearon-year to ¥54,728 million.
As a result of the above, net sales of Fuji TV as a whole increased 0.3% year-on-year to¥238,219 million, and operating income decreased 29.2% year-on-year to ¥5,433 million.
Fuji Satellite Broadcasting, Inc. recorded increases in both revenue and earnings due tostrong performances of the broadcasting business and other businesses.
Nippon Broadcasting System, Inc. recorded increases in both revenue and earnings due toan increase in broadcasting revenue, which benefited from increased spot revenue, and strong
performance in the event business and goods sales business.
Pony Canyon Inc. recorded increases in both revenue and earnings due to contributions
from streaming, overseas sales of anime programs, revenue from events, sales of goods, etc.
Fujipacific Music Inc. recorded increases in both revenue and earnings due to strong
revenues from royalties, master disc usage fees, etc.
DINOS CORPORATION saw a decrease in overall revenue despite strong performancein sales for the fashion category and food category, as sales for the living category and the TVled beauty and health category showed little growth. Moreover, in terms of earnings, it recorded
an operating loss, as the impact of the decrease in revenue could not be fully offset by cost
reductions, including control of sales promotion expenses.
Quaras Inc. recorded increases in both revenue and earnings as it enjoyed increases in net
sales of core advertising media such as TV, and event-related revenue continued to show strong
performance.
As the result of the above, for the overall Media & Content segment, net sales increased
3.0% year-on-year to ¥433,663 million and segment operating income decreased 10.2% yearon-year to ¥15,706 million.

- 34 -

<Urban Development, Hotels & Resorts>
THE SANKEI BUILDING CO., LTD. recorded increases in both revenue and earnings
due to the strong performance in revenue from leasing of offices, hotels and houses, and thesales of owned properties.
For GRANVISTA Hotels & Resorts Co., Ltd. (“GRANVISTA”), the hotels under its
operation including Sapporo Grand Hotel and Sapporo Park Hotel saw strong occupancy rates,
following the full-fledged recovery in travel demand. With Kamogawa Sea World’s
performance remaining strong, GRANVISTA recorded increases in both revenue and earnings.
As a result of the above, the overall Urban Development, Hotels & Resorts segment
recorded net sales of ¥128,316 million, up 17.9% year-on-year, with segment operating income
up 29.6% year-on-year to ¥19,537 million.
<Other>Net sales in the Other segment overall decreased 2.8% year-on-year to ¥19,818 million,
but segment operating income increased 1.3% year-on-year to ¥944 million.
Affiliates accounted for using the equity method, such as ITOCHU Fuji Partners, Inc.,
Nihon Eiga Broadcasting Corp., and WOWOW Inc. contributed to equity in earnings ofaffiliates.
2.

Capital investment:

Capital investment during the fiscal year under review totaled ¥110,387 million, which
was spent principally on broadcasting-related equipment in the Media & Content segment, andreal estate for lease and others in the Urban Development, Hotels & Resorts segment.
3.

Issues to be addressed:

While recognizing the public duty and social responsibility of broadcasting at all times,
the Group’s fundamental management policy is to contribute to the people realizing an enriched
life through a wide range of business activities centered on media & content and urban
development and hotels & resorts.
In the “‘Grow and Evolve’ Fuji Media Holdings Medium-Term Group Vision 2023”
announced in May 2023 as the Group’s growth strategy, the Group doesn’t see content as
consisting only of hit content such as television programs and entertainment, but instead of allthat warms people’s hearts and enriches their lives, including products, services, information,and living spaces that people can encounter in their own lives, together with extraordinary
experiences. In order to meet the segmented needs of each and every viewer and user amid theaccelerating diversification of lifestyles, we aim to enhance our lineup of content and expand
the areas of content and services provided by the Group through various media and sales
channels, and achieve further growth in the Group’s businesses.
(1) Group business growth strategy
In the Media & Content segment, in addition to raising viewer ratings, we aim to enhance- 35 -

the value of terrestrial and BS broadcasting as advertising media through the development of
new advertising products and sales methods. In order to create hit content that is widely
supported by viewers and users, we will strive to establish an environment that fosters humanresources and enhances planning and production capabilities, while developing and acquiring
intellectual property (IP) in various genres such as dramas, animations, songs, and comics andincreasing investment to strengthen the content business.
In the streaming business, where market growth is expected, Fuji Television Network, Inc.
achieved the triple crown of number of total views, UBs (number of unique browsers), andviewing time for the second consecutive year in the fiscal year ended March 31,2024 in AVOD
(free advertising-based video on demand) such as TVer, and streaming advertising revenue saw
a significant increase in the fiscal ended March 31,2024. We aim for further growth byaccurately capturing the growing demand for content, through the paid streaming service FOD,
whose membership is steadily increasing, and the sale of distribution rights to external
platforms. Group companies such as Nippon Broadcasting System, Inc. and Pony Canyon Inc.
will also promote the expansion of content-related businesses using their abundant content,
including streaming, Internet, events, and rights.
In new domains, we are focusing on web media, and following grape and FNN Prime
Online, we started Mezamashi media in February this year. We will continue to create further
business opportunities through means such as creating new contact points with viewers andusers through various web media and accelerating the expansion into overseas markets in thecontent domain at Group companies.
In the Urban Development, Hotels & Resorts segment, The Sankei Building Co., Ltd.
posted record profits in FY2023. The Sankei Building Co., Ltd.. aims to expand its businessdomain through investments in diverse assets including office buildings, residences, hotels,
logistics facilities, and data centers. Based on the ¥20.0 billion capital increase implemented in
March 2023, we plan to expand investments while maintaining a certain level of financial
discipline, and to enlarge the scale of our business, including the discovery of large-scale
development projects and the development of new types of assets.
In the hotels & resorts field, GRANVISTA Hotels & Resorts Co., Ltd. is capturing the
expanding domestic tourism demand and inbound tourism demand, and the mainstay hotelbusiness is performing well. In June 2024, Kobe Suma Sea World and Kobe Suma Sea World
Hotel, which has been undergoing a redevelopment project, will open. The tourism industry is
expected to continue expanding as a growth industry in Japan, and we aim for further growthin our Hotels & Resort segment.
(2) Capital profitability improvement initiatives
The Group will invest in growth based on the generation of cash through the capture of
profit, outside borrowings, reviewing and revising owned assets, and the like. At the same time,
it will focus on shareholder returns, maintaining stable dividends and striving to improve
capital efficiency. In the fiscal year ended March 31, 2024, we used the cash generated for
growth investments and stock repurchase of approximately ¥10.0 billion, and in March 2024,
we resolved to conduct stock repurchases up to an additional ¥15.0 billion. The dividend pershare was increased from 40 yen in the previous fiscal year to 48 yen for the fiscal year ended
March 31, 2024 as an ordinary dividend, and is expected to increase further to 50 yen for the
fiscal year ending March 31, 2025.
- 36 -

In May 2024, we announced our approach to capital policy based on the Medium-Term
Group Vision announced last year. Through initiatives such as generating cash by reviewing
assets held including cross-shareholdings, increasing profits through growth investments, andcontinuously conducting stock repurchases, we aim to improve capital efficiency by optimizing
asset allocation while improving our performance levels and to improve ROE and PBR.
(3) Promoting sustainability and ESG
Each of the Group’s businesses is based on good relationships with many stakeholders,
and we consider sustainability initiatives to be very important for the long-term, continuous
operation of our business. We recognize effects of various business activities of the Group on
the global environment and strive to reduce any adverse impact in order to achieve a sustainable
society. In the fiscal year ended March 31, 2024, Fuji Television Network, Inc. expects that it
has achieved its target of 100% use of renewable energy in real terms at its head office building
and the Wangan Studio.
In order to deliver high-quality program content, services, and products to our customers
in each business, we will maintain a relationship of trust with our business partners, cooperatingcompanies, and everyone who appears in our programs, and create an environment in which
our employees and staff can work with peace of mind. In November 2023, we formulated aGroup Human Rights Policy to further clarify the Group’s stance on respecting human rights
in its business activities. Based on this policy, we will engage in human rights due diligencethrough dialogue with stakeholders and aim to further raise awareness of human rights.
As measures to further strengthen our corporate governance structure, the Company
transformed into a Company with an Audit and Supervisor Committee in 2020, had one-thirdor more of its Executive Managing Directors be Independent Outside Executive Managing
Directors, and created a Management Advisory Committee, over half of whose members are
Independent Outside Executive Managing Directors, in June 2023 to provide advice andrecommendations on the appointment and remuneration, etc. of Executive Managing Directors.
In addition, to sustain the improvement of corporate value of the Company and further enhance
the sharing of value with our shareholders, we plan to introduce a transfer-restricted share
remuneration system for Executive Managing Directors in June 2024. We will continue toenhance our corporate governance going forward.

- 37 -

4.

Changes in property and income and loss:
83rd fiscal year
80th fiscal year 81st fiscal year 82nd fiscal year
Item

April 1, 2020 –Mar. 31, 2021

April 1, 2021 –Mar. 31, 2022

April 1, 2022 –Mar. 31, 2023

(current year)
April 1, 2023 –Mar. 31, 2024

519,941525,087535,641

566,443

16,27433,33831,401

33,51922,29545,53439,05339,173

10,112

24,87946,85537,08244.31

111.86210.69169.27

1,336,042

1,335,991

1,382,646

1,448,833

784,429808,788848,769

869,628

3,479.47

3,588.35

3,766.83

3,972.81

Net sales(million yen)
Operating income(million yen)
Recurring profit(million yen)
Net income attributable toowners of the parent(million yen)
Basic earnings per share(yen)
Total assets(million yen)
Net assets(million yen)
Net assets per share (yen)(Note) 80th fiscal year:
Revenues in the Media & Content and Urban Development, Hotels & Resorts
segments declined, resulting in a decline in net sales on a consolidated basis. As forearnings, due mainly to decreases in earnings in the Media & Content and Urban
Development, Hotels & Resorts segments, operating income and recurring profit
decreased. In addition, net income attributable to owners of the parent also
decreased due to a reactionary decrease as a result of posting a gain on return of
substitutional portion of employees’ pension fund under extraordinary gain in theprevious fiscal year.
81st fiscal year:
Consolidated net sales increased overall thanks to an increase in the Urban
Development, Hotels & Resorts segment, despite a decrease in the Media & Content
segment due to the application of the Accounting Standard for Revenue Recognition(ASBJ Statement No. 29 of March 31, 2020), etc. and the transfer of the Cecile
business. As for earnings, due mainly to increases in earnings in the Media &Content and Urban Development, Hotels & Resorts segments, operating income
and recurring profit both increased. In addition, net income attributable to ownersof the parent also increased, despite the posting of extra retirement payments under
extraordinary loss.
82nd fiscal year:
Revenues in the Media & Content and Urban Development, Hotels & Resorts
segments increased, resulting in an increase in net sales on a consolidated basis. As
for earnings, while earnings in the Urban Development, Hotels & Resorts segment
increased, earnings in the Media & Content segment decreased, and operating
income and recurring profit both decreased. Meanwhile, net income attributable toowners of the parent increased due to a contribution of gain on sales of investment
securities and gain on contribution of securities to retirement benefit trust under- 38 -

extraordinary gain.
83rd fiscal year (current year):
As described in “1. Development and results of business activities.”
Effective from the 81st fiscal year, the Company has adopted the AccountingStandard for Revenue Recognition, etc. and the figures for the changes in property
and income and loss for the 81st fiscal year onward are those after the applicationof these accounting standards.

- 39 -

5.

State of major subsidiaries:(1) State of major subsidiaries:(million yen)

Ratio of equity
participation
(%)

8,800

100.0

TV broadcasting businessNippon Broadcasting System, Inc.

100

100.0

Radio broadcasting business

Pony Canyon Inc.

100

100.0

Sale, etc. of video /music
softwareDINOS CORPORATION

100

100.0

Direct marketing business

38,120100.0

Building leasing and realestate transactions

Name
Fuji Television Network, Inc.

The Sankei Building Co., Ltd.

Capital stock

Principal business(2) Development and results of business combinations:
The Company had 37 consolidated subsidiaries, including the above five major
subsidiaries and 29 equity-method companies for the fiscal year under review.

- 40 -

6.

Major businesses:

The Group, with Fuji Media Holdings (the Company) as a certified broadcast holding
company, engages mainly in operations of mainstay business of broadcasting as prescribed by
Japan’s Broadcast Act; distribution; production for TV programming, movies, animations, andevents; sale of videos and music software; music publication; advertisement; and direct
marketing, etc. through the Media & Content business, and building leasing; real estatetransactions; hotels and resorts operation, etc. through the Urban Development, Hotels & Resorts
business.
The Group’s segments and the business of each segment are shown below:
Segment nameMedia & Content

Urban Development,
Hotels & Resorts
Other

Business
TV broadcasting; radio broadcasting; distribution; production for
TV programming, movies, animations, events, etc.; sale of videos
and music software; music publication; advertisement; and direct
marketing, etc.
Building leasing, real estate transactions, hotels and resorts
operation, etc.
Temporary agency services, leasing of movables, softwaredevelopment, etc.

7.

Principal business offices:(1)

Principal business office of the Company
Head office:(2)

Minato-ku, Tokyo

Principal business offices (head offices) of subsidiaries
Fuji Television Network, Inc.

Minato-ku, Tokyo

Nippon Broadcasting System, Inc.

Chiyoda-ku, Tokyo

Pony Canyon Inc.

Minato-ku, TokyoDINOS CORPORATION

Nakano-ku, Tokyo

The Sankei Building Co., Ltd.

Chiyoda-ku, Tokyo- 41 -

8.

State of employees:
Number of employees

Comparison with the endof the previous fiscal year

Media & Content

4,384

+ 179

Urban Development, Hotels &Resorts

2,030

+ 282

Other

328

+ 2

All-company

45

- 3

6,787

+ 460

Segment name

Total

Note: 1. The number of employees represents the number of persons actually at work.
2. The number of employees of the Urban Development, Hotels & Resorts segment increased by
282 from the end of the previous fiscal year, due mainly to the recruitment of staff
for Kobe Suma Sea World and Kobe Suma Sea World Hotel, which is scheduled to open in
fiscal year ending March 31, 2025 by GRANVISTA Hotel & Resorts Co., Ltd.

9.

Principal lenders:
Balance of borrowings(million yen)

LenderSumitomo Mitsui Banking Corporation

33,800Mizuho Bank, Ltd.

27,000Development Bank of Japan Inc.

20,736

SBI Shinsei Bank, Limited

14,000

North Pacific Bank, Ltd.

11,350Resona Bank, Limited

10,225- 42 -

II.

Matters concerning the shares of the Company

1.

Total number of issued shares:

234,194,500 shares(including 15,275,490 shares of treasury stock)2.

Number of shareholders:

42,322 persons

3.

Principal shareholders:Name of shareholder

Number of shares(shares)

Ratio of equity
participation(%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

24,653,600

11.26

Toho Co., Ltd.

18,572,100

8.48

Custody Bank of Japan, Ltd. (Trust Account)

8,415,000

3.84

Nippon Cultural Broadcasting, Inc.

7,792,000

3.56

NTT DOCOMO Co., Ltd.

7,700,000

3.52

Kansai Television Co. Ltd.

6,146,100

2.81

NORTHERN TRUST CO. (AVFC) RE
SILCHESTER INTERNATIONAL INVESTORSINTERNATIONAL VALUE EQUITY TRUST

5,693,100

2.60

State Street Bank and Trust Company 505001

5,480,333

2.50

The Master Trust Bank of Japan, Ltd.
(Retirement Benefit Trust Account for Dentsu Inc.)

4,650,000

2.12

Yakult Honsha Co., Ltd.
3,969,000
1.81
Note:
The ratio of equity participation represents the ratio of the number of shares held to the total
number of issued shares, excluding shares of treasury stock.
(For reference) Distribution of shares by owner:
Individual and other
Financial institution
Other corporation
Foreigner
Financial instrument service operator

33.8%
17.8%
30.3%
15.2%
2.9%

(79,138 thousand shares) 41,530 shareholders(41,678 thousand shares)
33 shareholders(71,064 thousand shares)
343 shareholders(35,569 thousand shares)
377 shareholders(6,743 thousand shares)
39 shareholders

Notes: 1. Shares held by “Individual and other” include 15,275 thousand shares of treasury stock and41,065 thousand shares in respect of which the registration for transfer of shares has beendenied pursuant to the Broadcast Act of Japan (adjusted shares held by foreigners).
2. The ratio of the number of voting rights held by foreigners, etc. as provided for in the
Broadcast Act to the total number of voting rights of the Company is 19.99%.

- 43 -

III.

Matters concerning the officers of the Company

1.

Names of Directors, etc.:(As of March 31, 2024)
Position

Chairman and
Representative
Director
President andRepresentative
Director
Executive Vice
President

Executive
Managing Director

Executive
Managing Director

Business in charge

Name

Important concurrent office

Masaki Miyauchi

Chairman and Representative Director, Fuji TV

Osamu Kanemitsu

Executive Managing Director, Fuji TV
Audit & Supervisory Board Member, Sankei
Shimbun Co., Ltd.
Director, Nippon Broadcasting System, Inc.
Audit & Supervisory Board Member, Fuji Satellite
Broadcasting, Inc. (BS Fuji)
Audit & Supervisory Board Member, Pony Canyon
Inc.
Board Director, WOWOW Inc.
Board Director, SKY Perfect JSAT Holdings Inc.
Director, Space Shower Network Inc.
Director, Toei Animation Co., Ltd.
Director, DINOS CORPORATION

Corporate Planningand Public &Investor Relations

Kenji Shimizu

Finance
General Manager,
Treasury and
Finance
Department
General Manager,
Corporate Planning
Department
Sustainability
Management andPromotion Office,Corporate
Compliance
Office, General
Affairs and Human
Resources

Ryosuke Fukami

TomoyukiMinagawa

Executive
Managing Advisor

Hisashi Hieda

Executive
Managing Director
Executive
Managing Director
Executive
Managing Director

Koichi Minato

Executive Managing Advisor, Fuji TV
Director and Advisor, Sankei Shimbun Co., Ltd.
Director, The Sankei Building Co., Ltd.
Director, Kansai Television Co. Ltd.
Director, Tokai Television Broadcasting Co., Ltd.
Director, Television Nishinippon Corporation
Director, Hokkaido Cultural Broadcasting Co., Ltd.
President and Representative Director, Fuji TV

Mina Masaya

Executive Managing Director, Fuji TV

Yoshishige
Shimatani

Executive
Managing Director

Akihiro Miki

Chairman and Representative Director, Toho Co.,
Ltd.
Executive Managing Director, Fuji TV
Director, Tokyo Rakutenchi Co., Ltd.
Director, Hankyu Hanshin Holdings Inc.
Director, Tokyo Kaikan Co., Ltd.
Executive Managing Director, Fuji TV- 44 -

Position

Business in charge

Name

Important concurrent office

Executive
Managing Director

Takamitsu
Kumasaka

Executive
Managing Director(Full-time Audit &Supervisory
Committee
Member)Executive
Managing Director(Full-time Audit &Supervisory
Committee
Member)Executive
Managing Director(Audit &Supervisory
Committee
Member)Kiyoshi Onoe

Advisor, Sankei Shimbun Co., Ltd.
Executive Managing Director, Fuji TV
Director, The Sankei Building Co., Ltd.
Audit & Supervisory Board Member, Fuji TV

Takashi Wagai

Audit & Supervisory Board Member, Fuji TV

Yuzaburo Mogi

Executive
Managing Director(Audit &Supervisory
Committee
Member)Executive
Managing Director(Audit &Supervisory
Committee
Member)Akira Kiyota

Honorary Chairman and Director, and Chairman of
the Board of Directors, Kikkoman Corporation
Audit & Supervisory Board Member, Fuji TV
Director, Calbee, Inc.
Director, Oriental Land Co., Ltd.
Audit & Supervisory Board Member, Tobu
Railway Co., Ltd.
Honorary Chairman, Daiwa Securities Group Inc.
Audit & Supervisory Board Member, Fuji TV

Notes:

Shinichiro Ito

Special Advisor, ANA HOLDINGS INC.
Audit & Supervisory Board Member, Fuji TV
Director, Mitsui Fudosan Co., Ltd.

1. Executive Managing Directors Messrs. Yoshishige Shimatani, Akihiro Miki, Takamitsu
Kumasaka, Yuzaburo Mogi, Akira Kiyota and Shinichiro Ito are outside directors asprovided for in Article 2, item 15 of the Companies Act.
2. Executive Managing Directors Messrs. Yoshishige Shimatani, Akihiro Miki, Takamitsu
Kumasaka, Yuzaburo Mogi, Akira Kiyota and Shinichiro Ito have been registered with theTokyo Stock Exchange as independent officers.
3. The Audit & Supervisory Committee of the Company elected Messrs. Kiyoshi Onoe andTakashi Wagai as full-time Audit & Supervisory Committee Members in order to improvethe environment for auditing, etc., collect internal information, and monitor and verify thestatus of formulation and operation of internal control systems on a daily basis.
4. Audit & Supervisory Committee Member Mr. Yuzaburo Mogi, who has built up his
experience in accounting at Kikkoman Corporation, has considerable knowledge offinancing and accounting.
5. Fuji TV and The Sankei Building Co., Ltd. are consolidated subsidiaries of the Company.
6. Sankei Shimbun Co., Ltd. is an affiliate accounted for by the equity method.
7. There are no conflicts of interest between the Company and any of companies of which theOutside Directors hold positions other than those stated above.

- 45 -

2.

Directors who retired during the fiscal year under review:
Name

Date of retirement

Reason of retirement

Takayasu
Okushima

June 28, 2023

Resigned

Takamitsu
KumasakaJune 28, 2023

Resigned

Position, business in charge, and importantconcurrent office at the time of retirement
Executive Managing Director (Audit &Supervisory Committee Member)
Audit & Supervisory Board Member, Fuji TV
Executive Managing Director (Audit &Supervisory Committee Member)
Advisor, Sankei Shimbun Co., Ltd.
Audit & Supervisory Board Member, Fuji TV
Director, The Sankei Building Co., Ltd.

Notes: 1. Fuji TV and The Sankei Building Co., Ltd. are consolidated subsidiaries of the Company.
2. Sankei Shimbun Co., Ltd. is an affiliate accounted for by the equity method.

3.

Outline of the content of liability limitation agreements:

In accordance with Article 427, paragraph 1 of the Companies Act, the Company hasentered into an agreement with each of non-executive Directors Messrs. Yoshishige Shimatani,
Akihiro Miki, Takamitsu Kumasaka, and all Executive Managing Directors who are Audit &Supervisory Committee Members to limit the liability for damages as provided for in Article
423, paragraph 1 of the said act. The maximum amount of the liability for damages under suchagreement shall be the higher of (i) ¥10,000,000 and (ii) such amount as provided for in laws
and ordinances.
4.

Outline of the content of directors and officers liability insurance contract:

The Company has entered into a directors and officers liability insurance contract, as
stipulated in Article 430-3, paragraph 1 of the Companies Act, to cover legal damages andlitigation expenses arising from a claim made against the insured (including the case of ashareholder lawsuit) during the insurance period due to an act committed by the insured in
his/her position. Provided, however, that there are certain exemptions in order not to impair theappropriateness of duties of the insured; for example, the act of obtaining illegal gains or
benefits, criminal acts, wrongful acts, fraudulent acts, or acts committed while knowing thatthe conduct is in violation of laws, regulations, or regulatory laws shall not be covered under
the insurance contract. In addition, provisions for deductible amounts and reduced payout ratios
are stipulated thereunder.
This insurance contract shall insure Executive Managing Directors of the Company andExecutive Managing Directors and Audit & Supervisory Board Members of Fuji Television
Network, Inc., the Company’s subsidiary. The Company shall bear the entire premium for all
the insured.

- 46 -

5.

Amount of remuneration, etc. of Executive Managing Directors and Audit &Supervisory Board Members:(1)

Amount of remuneration, etc. of Executive Managing Directors and Audit &Supervisory Board Members for the fiscal year under review

Officers by category

Executive Managing
Directors (excluding
Executive Managing
Directors who are Audit& Supervisory
Committee Members)(of which, Outside
Executive Managing
Directors)
Executive Managing
Directors who are Audit& Supervisory
Committee Members(of which, Outside
Executive Managing
Directors)

Note:

(2)

Total amount of remuneration, etc. by type(Million yen)
Total amount of
Numberremuneration,ofPerformanceNonetc.
eligible
Basiclinkedmonetary(Million yen) remuneration remuneration, remuneration, officers
etc.
etc.

287
(13)

287
(13)

–
(–)

–
(–)

12
(3)

59
(21)

59
(21)

–
(–)

–
(–)

7
(5)

In addition to the above amount of remuneration, etc., the amount of remuneration, etc.
the outside officers received from the Company’s subsidiaries in their capacity as
officers for the fiscal year under review was ¥42 million.

Officer remuneration policy, etc.
The maximum amount of remuneration for officers (per annum) was resolved at
the 79th Ordinary General Meeting of Shareholders held on June 25, 2020 to be ¥960
million for Executive Managing Directors (excluding Executive Managing Directors
who are Audit & Supervisory Committee Members) (of which, ¥200 million are for
Outside Executive Managing Directors), and ¥180 million for Executive Managing
Directors who are Audit & Supervisory Committee Members. At the time of theresolution, the Company had 10 Executive Managing Directors (excluding Executive
Managing Directors who are Audit & Supervisory Committee Members) (of which, 2
were Outside Executive Managing Directors), and 5 Executive Managing Directors
who are Audit & Supervisory Committee Members.
The Company resolved a policy on the determination of the amount of
remuneration, etc. for Executive Managing Directors at its Board of Directors meetings,
as follows. The amount of remuneration, etc. for Executive Managing Directors who
are Audit & Supervisory Committee Members shall be determined through discussion
among Executive Managing Directors who are Audit & Supervisory Committee
Members.
1. Policy on determination of amount or calculation method of fixed remuneration- 47 -

The amount of fixed remuneration for Executive Managing Directors(excluding Executive Managing Directors who are Audit & Supervisory Committee
Members; the same shall apply hereinafter) shall be determined based on the “fixedamount portion” set for each position, within the range of the total amount of
remuneration approved at the General Meeting of Shareholders, and by adding to it
the “evaluation portion,” which is determined according to whether the person has
a representative right or not, term of office, degree of contribution, etc.
For Executive Managing Directors excluding Outside Executive Managing
Directors, stock price-linked remuneration (remuneration for the purpose of
acquiring treasury stock) shall be adopted as part of the remuneration plan. Each of
the eligible Executive Managing Directors shall acquire shares of treasury stock bycontributing an amount within a certain range every month from the monthly
remuneration paid as fixed remuneration to the Officers Stock Ownership Plan.
2. Policy on determination of amount or calculation method of performance-linked
remuneration
Executive Managing Directors excluding Outside Executive Managing
Directors shall be eligible to receive performance-linked remuneration (bonus).
Payment of performance-linked remuneration (bonus) shall be determined by aRepresentative Director, who has been delegated by the Board of Directors. The
Representative Director shall comprehensively consider the profitability
management indicators such as operating income and net income for each fiscal
year, and other performance results, etc. within the range of total remuneration
resolved at the General Meeting of Shareholders, and submit the content of bonus
payment to the Board of Directors for approval.
3. Policy on determination of the ratio of fixed remuneration, performance-linked
remuneration, etc. to the amount of individual remuneration, etc. of Executive
Managing Directors
When making payments of performance-linked remuneration, theRepresentative Director, who has been delegated by the Board of Directors, shalldetermine the details of individual remuneration, etc. by taking into consideration
profitability management indicators and other performance results, etc. for the
relevant fiscal year, so that the performance-linked portion constitutes a larger
proportion for officers in higher positions.
4. Policy on determination of timing or condition of paying remuneration, etc.
Fixed remuneration shall be paid monthly, and bonus as performance-linked
remuneration shall be paid annually. When making payments of bonus, theRepresentative Director shall comprehensively take into consideration profitability
management indicators and other performance results, etc. for each fiscal year, andprepare a draft for the total amount of bonus to be paid for the relevant fiscal year.
The draft shall be deliberated at the Board of Directors meeting, and prior approvalof the Board of Directors shall be obtained before payment of bonus is made.

- 48 -

5. Policy on determination of the details of individual remuneration, etc. of Executive
Managing Directors
The determination of the amount of individual fixed remuneration, etc. and theamount of payment relating to the performance-linked remuneration for each
Executive Managing Director shall be left to the discretion of a Representative
Director by resolution of the Board of Directors.
In order to ensure that such authority is properly exercised by the
Representative Director, the advice of Independent Outside Executive Managing
Directors shall be obtained as appropriate when considering important mattersconcerning remuneration. In addition, a system shall be established to obtainappropriate involvement of, and advice from Independent Outside Executive
Managing Directors through the Audit & Supervisory Committee, the majority ofwhich consists of Independent Outside Executive Managing Directors, in the wayof exchange of opinions with the Representative Director.
In the fiscal year under review, Chairman and Representative Director Masaki
Miyauchi determined the specific details of the amount of individual remunerationof Executive Managing Directors, based on the delegated resolution of the Boardof Directors. In order to ensure that such authority is properly exercised by
Chairman and Representative Director, the Company has taken measures such as
obtaining appropriate involvement and advice from Independent Outside Executive
Managing Directors. Since the amount of individual remuneration of Executive
Managing Directors is determined through these procedures, the Board of Directors
believes that the details of the remuneration are in line with the decision-making
policy.
In addition, from the fiscal year ending March 31, 2025, the decision on theamount of remuneration, etc. of Executive Managing Directors will be, as a policy,
made based on the advice and recommendations of the Management Advisory
Committee, the majority of which consists of Independent Outside Executive
Managing Directors.

- 49 -

6.

Matters concerning outside officers:(1)

State of important concurrent offices
As stated in “1. Names of Directors, etc.”(2)

Major activities during the fiscal year under review:

Name

Meetings of theBoard of Directors
attended

Executive Managing
Director
Yoshishige Shimatani

11/11

Executive Managing
Director
Akihiro Miki

11/11

Executive Managing
Director
Takamitsu Kumasaka

11/11

Speeches and outline of duties, etc.
At the meetings of the Board of Directors, Mr. Shimatani spoke
whenever necessary and at and outside of such meetings,
supervised management and presented advice andrecommendations based on his wide experience and expertise as
representative director of a listed movie and drama businesscorporation, from an objective perspective independent frompersons executing business operations.
At the meetings of the Board of Directors, Mr. Miki spoke
whenever necessary and at and outside of such meetings,
supervised management and presented advice andrecommendations based on his wide experience and expertise asa former representative director of a radio broadcasting businesscorporation, from an objective perspective independent frompersons executing business operations.
At the meetings of the Board of Directors, Mr. Kumasaka spoke
whenever necessary and at and outside of such meetings,
supervised management and presented advice andrecommendations based on his wide experience and expertise asa former representative director of a newspaper businesscorporation, from an objective perspective independent frompersons executing business operations.

- 50 -

Name

Meetings of Meetings of thethe Board ofAudit &
Directors
SupervisoryattendedCommittee
attended

Executive Managing
Director(Audit & Supervisory
Committee Member)
Yuzaburo Mogi
10/11

6/6

Speeches and outline of duties, etc.

At the meetings of the Board of Directors and the Audit &Supervisory Committee, Mr. Mogi spoke whenevernecessary and at and outside of the Board of Directors andthe Audit & Supervisory Committee, supervised
management, conducted audits to secure theappropriateness of the execution by the Directors of theirduties, and presented advice and recommendations basedon his wide experience and expertise as a former
representative director of a listed corporation, from an
objective perspective independent from persons executing
business operations.
In addition, as the Chairman of the Management Advisory
Committee, he provided advice and recommendations
regarding matters such as the appointment andremuneration, etc. of the Company’s Executive Managing
Directors.

Executive Managing
Director(Audit & Supervisory
Committee Member)
Akira Kiyota
9/9

4/5

At the meetings of the Board of Directors and the Audit &Supervisory Committee, Mr. Kiyota spoke whenevernecessary and at and outside of the Board of Directors andthe Audit & Supervisory Committee, supervised
management, conducted audits to secure theappropriateness of the execution by the Directors of theirduties, and presented advice and recommendations basedon his wide experience and expertise as a former
representative director of a listed corporation, from an
objective perspective independent from persons executing
business operations.
In addition, as a member of the Management Advisory
Committee, he provided advice and recommendations
regarding matters such as the appointment andremuneration, etc. of the Company’s Executive Managing
Directors.

Executive Managing
Director(Audit & Supervisory
Committee Member)

Shinichiro Ito
9/9

5/5

At the meetings of the Board of Directors and the Audit &Supervisory Committee, Mr. Ito spoke whenevernecessary and at and outside of the Board of Directors andthe Audit & Supervisory Committee, supervised
management, conducted audits to secure theappropriateness of the execution by the Directors of theirduties, and presented advice and recommendations basedon his wide experience and expertise as a former
representative director of a listed corporation, from an
objective perspective independent from persons executing
business operations.
In addition, as a member of the Management Advisory
Committee, he provided advice and recommendations
regarding matters such as the appointment andremuneration, etc. of the Company’s Executive Managing
Directors.

Notes:

1. The number of Board of Directors meetings attended by Executive Managing Director Mr.
Takamitsu Kumasaka includes two Board of Directors meetings held between April 1, 2023
and the conclusion of the General Meeting of Shareholders on June 28, 2023, which heattended as an Outside Director who is an Audit & Supervisory Committee Member.

- 51 -

2. The numbers of Board of Directors meetings and Audit & Supervisory Committee meetings
attended by Audit & Supervisory Committee Members Messrs. Akira Kiyota and Shinichiro
Ito indicate those meetings held after their assumption of their position on June 28, 2023.

- 52 -

IV.

Account auditors

1.

Name of the account auditors:
Ernst & Young ShinNihon LLC

2.

Amount of remuneration, etc.:(1)

Amount of remuneration, etc. for the fiscal year under review:(2)

Total of cash and other property benefits payable by the Company and its subsidiaries
to the account auditors:¥169 million
Notes: 1.

2.

3.

3.

¥39 million

In its audit contract with its accounting auditors, the Company has not establishedseparate categories for audit fees for audits in accordance with the Companies Act
and audits in accordance with the Financial Instruments and Exchange Act. As thecategorization is not possible in a substantive manner, the figure shown above is a
total of these two fees.
The Audit & Supervisory Committee of the Company obtained necessary
materials and received reports on the remuneration, etc. for the account auditorsfrom Executive Managing Directors, internal related departments and the accountauditors. Then it confirmed the previous activity and remuneration records of theaccount auditors, and made necessary verification and deliberation on the activity
plan, and the appropriateness and other matters of the basis for calculating the
remuneration estimate of the account auditors for the fiscal year under review. As
a result, it has determined that such are appropriate, and consented to the
remuneration, etc. for the account auditors pursuant to Article 399, paragraph 1 of
the Companies Act.
The Company and its subsidiaries have paid the account auditors remuneration foradvisory services on accounting matters, other than the services set forth in Article
2, paragraph 1 of the Certified Public Accountant Act of Japan.

Policy on the determination of dismissal and non-reappointment of the accountauditors:

In the event that the account auditors are found to fall under any event under the itemsof Article 340, paragraph 1 of the Companies Act, the Audit & Supervisory Committee shall,
upon unanimous consent of the Audit & Supervisory Committee Members, dismiss the accountauditors. In addition, the Audit & Supervisory Committee will evaluate the account auditors
comprehensively from the perspective of their eligibility, expertise, independence from theCompany, and other evaluation standards, and in the event that it deems necessary to change
the account auditors, such as in cases where it judges that there is a difficulty in the execution
by the account auditors of their duties, it shall determine the content of a proposition for thedismissal or non-reappointment of the account auditors to be submitted to a General Meetingof Shareholders.

- 53 -

V.

Systems to Secure the Properness of Business Activities and the Status of
Implementation of the Systems[1]

Systems to secure the properness of business activities

1.

Systems to secure the execution by the Directors and employees of their duties tocomply with laws and ordinances and the Articles of Incorporation, and theregulations concerning management of exposure to the risk of loss and other systems

The vision of the Company and its subsidiaries (the “Group”) of becoming Japan’s
representative “Media Conglomerate” requires the Company of the conduct of appropriategroup governance, quickness in decision-making and flexibility in execution of business tofulfill its public mission of its media business central to a certified broadcast holding
company. For that purpose, as well as to ensure the effectiveness of compliance with laws
and ordinances and the Articles of Incorporation and risk management, the Company shallbuild up required systems.
(1)

Organization system
The Company shall, pursuant to the “Regulations Concerning Compliance and Risk
Management of the Group” (the “Group Compliance Regulations”), exercise generalcontrol over, and promote, the relevant operations of the Group. The Company shallalso institute a “Committee for Compliance and Risk Management of the Group” (the“Group Compliance Committee”) comprised of the Group’s presidents/representative
directors to respond to compliance issues and risks that may have a material effect ongroup management.

(2)

Education and training
The Company shall hold explanatory meetings related to compliance of the Group ona timely basis and convey related materials to inform the directors and employees of
the Group of the importance of compliance and risk management and promote theunderstanding thereof.

(3)

Credibility of financial reporting
The Group shall exert efforts to build up a system to strengthen compliance and risk
management while giving full consideration to individual operations carried on
properly, and also establish an internal control system to ensure the credibility offinancial reporting pursuant to the Financial Instruments and Exchange Act.

(4)

Internal audits
The Company shall, pursuant to the “Internal Audit Regulations,” monitor the status
of internal audits by, and internal control systems of, the Group on a regular basis toconfirm that the whole operations of the Group are conducted properly and validly interms of laws and ordinances, the Articles of Incorporation and the internal rules, aswell as the management policy.

- 54 -

2.

Systems concerning storage and management of information on the execution by the
Directors of their duties

Pursuant to the information management manuals of the Company, information on theexecution by the Directors of the Company of their duties shall be stored and managed
properly and accurately in a manner facilitating searching according to the storage media andshall be kept available for inspection for specified periods.
3.

Systems to secure efficient execution by the Directors of their duties

The Directors of the Company shall continue to study more rational and prompt
operations to secure more efficient management of the Group. The Company shall formulate
management plans of the whole Group and monitor the implementation thereof by receiving
reports on operating results from each of the Group or otherwise.
4.

Systems to secure the properness of business activities of the corporate group
comprised of the GroupTo secure the properness of business activities of the corporate group comprised of
the Group, the Company shall, in respect of the group’s compliance and risk management, as
well as its business management, institute specialized departments and divisions respectively
and promote the building up of the systems.
(1)

To accurately grasp the situations of management of its subsidiaries and help thehealthy development of their business activities, the Company shall take steps tostrengthen information sharing within the corporate group by receiving reports fromthe subsidiaries on a regular and continuous basis or otherwise.

(2)

The Company shall promote the building up of a system under which each subsidiaryof the Company shall autonomously make effective compliance and risk management
according to its type of operation and scale of the business and also establish a system
under which for the purpose of responding to any risk that may have a material effecton group management, the Company shall accurately grasp the situation.

(3)

To ensure the effective execution of business by its subsidiaries, the Company shallpromote group-wide management pursuant to the “Regulations of Management of
Associated Companies.”(4)

The Company shall institute specialized departments and divisions to promote groupcompliance and through the “Group Compliance Regulations,” promote theestablishment of corporate ethics and the building up of a group compliance system
and a risk management system. The Company shall also establish a whistleblower
system available to the Directors and employees of the Company, as well as the
directors, audit & supervisory board members, executive employees, executive
officers and employees of its subsidiaries (the “directors and employees of theGroup”), with the aim of further ensuring the effectiveness of group compliance.

5.

Matters concerning the Directors and employees to assist the Audit & Supervisory
Committee to execute their duties, and the matters concerning the independence of- 55 -

such Directors and employees from other Directors (excluding Directors who are
Audit & Supervisory Committee Members) and the effectiveness of directions to such
Directors and employees
The Company shall organize the Audit & Supervisory Committee’s staff to assist theexecution of duties by the Audit & Supervisory Committee. The Audit & Supervisory
Committee’s staff shall conduct business concerning the convocation of meetings of the
Audit & Supervisory Committee, the preparation of minutes and other administrative work
concerning the committee, as well as to assist the Audit & Supervisory Committee to execute
their duties. Such business shall be assigned to specific department officially as part of thenormal job allocation, whereby the Audit & Supervisory Committee’s staff shall, as
employees of the Company, follow the employment regulation, be supervised by the Audit &Supervisory Committee in principle, outside the command of Directors (excluding Directors
who are Audit & Supervisory Committee Members). Furthermore, decisions on personalevaluation, personnel change and disciplinary action concerning the Audit & Supervisory
Committee’s staff shall be made following consultation with the Audit & Supervisory
Committee.
6.

System for Directors and employees of the Group to make report to the Audit &Supervisory Committee of the Company, matters relating to the expenses
accompanied by the execution of duties by the Audit & Supervisory Committee
Members (strictly to the duties of the committee alone) and the system for securing
effective execution of audit by the Audit & Supervisory Committee

System for Directors and employees of the Group to make report to the Audit &Supervisory Committee of the Company, matters relating to the expenses accompanied by the
execution of duties by the Audit & Supervisory Committee Members (strictly to the duties of
the committee alone) and the system for securing effective execution of audit by the Audit &Supervisory Committee, shall be established, operated and implemented follows.
(1)

The directors and employees of the Group shall report the following matters on atimely basis:(i)

When they became aware of a fact that may have a material impact on thebusiness or finance of the Group.

(ii)

When they became aware of the fact that certain execution of duties involved
wrongdoing, violation of laws, regulations, the Articles of Incorporation orinternal rules or of the potential or actual act against the generally accepted
standard of decency, where such fact or act is of significant magnitude.

(iii) Any other urgent or emergent event is found.
(2)

Directors and employees of the Group shall report to the Audit & Supervisory
Committee of the Company on the following matters on a regular basis or as
appropriate:(i)Monthly accounting data for each month;- 56 -

(ii)Internal audit reports and major monthly reports from each department;(iii) Important litigation;(iv)

Summaries of activities of the departments involved in internal control;(v)

Important accounting policies and accounting standards and the changes
thereof;(vi)

Details of publication of operating results and forecasts thereof and the details
of important disclosure documents;(vii) Reports on business;(viii) Summaries of activities of the audit & supervisory board members; and(ix)

Other important matters.

(3)

In the event that the directors and employees of the Group are requested by the Audit& Supervisory Committee of the Company to report the execution of their duties, theyshall do so promptly.

(4)

The Company shall provide for internal regulations to ensure that any directors andemployees of the Group who have given a report falling under any of paragraphs (1),(2) and (3) above to the Audit & Supervisory Committee of the Company will not
suffer unfavorable treatment because of giving such report.

(5)

The Company shall bear expenses to be incurred on the performance by the Audit &Supervisory Committee Members of their duties in general.

[2]

Overview of the status of implementation of the systems to secure the propernessof business activities

The overview of the status of implementation of the systems during the fiscal year
under review are described below:
1.

Execution by the Directors of their duties

During the fiscal year under review, the Board of Directors held eleven meetings todeliberate on and determine important matters including management policies and receive
reports on the execution by the Directors of their duties. The outside Directors including
Directors who are Audit & Supervisory Committee Members of the Company attended all
meetings of the Board of Directors. With regard to the execution of business, the executive
Directors, with the President and Representative Director acting as the central role, madedecisions in an efficient and speedy manner.
2.
Measures for group compliance
The Company convened a session of the “Group Compliance Committee” comprised of thepresidents/representative directors of the Group to raise awareness of compliance and risk
- 57 -

management within the whole Group. In addition, the Company held two sessions for officersof the Group responsible for compliance, as well as two sessions for relevant personnel incharge of compliance at the Group, respectively to share information on compliance and risk
management of the Group. Moreover, the Company formulated and published “Fuji Media
Holdings Group Human Rights Policy” in November last year. This policy was set out toclarify that the Group shall be engaged in its business activities while taking the issue ofhuman rights seriously, and the Company is currently promoting awareness of this policy
among officers, employees and staff of the Group. Furthermore, the Company confers
rewards to companies in the Group that have proactively engaged in activities for compliancefor each fiscal year, in an effort to develop awareness of compliance within the entire Group.
3.

Implementation of internal audits

In accordance with the “Internal Audit Regulations,” the internal control division
prepared an “Internal Audit Plan” and audited the Group. The results of the audits werereported to the President and Representative Director of the Company, and the summaries
thereof were fed back to each of the audited Group.
4.

Execution by the Audit & Supervisory Committee of their duties

During the fiscal year under review, the Company held six Audit & Supervisory
Committee meetings to deliberate and decide on the audit policy and audit plan. The Audit &Supervisory Committee carried out audits according to the audit plan formulated by Audit &Supervisory Committee, while having interview with Directors (excluding Directors who are
Audit & Supervisory Committee Members) of the Company and the presidents/representative
directors of its subsidiaries, receiving reports on their execution of duties and exchanging
opinions and information with full-time audit & supervisory board members of thesubsidiaries of the Company on a regular basis. The Audit & Supervisory Committee of theCompany also exchanged opinions and information with the account auditor and the internal
audit sections of the Company individually on a regular basis. The Audit & Supervisory
Committee’s staff selected by the committee on its own pursuant to the Regulations of the
Audit & Supervisory Committee, are engaged in the affairs related to the administration of
the committee, including convocation of the committee meetings and preparation of minutes,
while supporting the execution of duties of the committee.

- 58 -

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEET(As of March 31, 2024)(million yen)
ASSETS
Current assets:

404,938

Cash on hand and in banks...................................................................................

76,077

Notes and accounts receivable-trade, and contract assets ....................................

95,858Marketable securities ...........................................................................................

121,461

Inventories ............................................................................................................

73,553

Other current assets ..............................................................................................

38,691

Allowance for doubtful accounts .........................................................................

(703)

Fixed assets

1,043,894

Tangible fixed assets:

554,451

Buildings and structures .......................................................................................

174,618

Machinery, equipment and vehicles ....................................................................

14,399Land .....................................................................................................................

336,381Construction in progress ......................................................................................

16,894

Other tangible fixed assets ...................................................................................

12,157

Intangible fixed assets:

26,165

Goodwill ..............................................................................................................

395

Leasehold rights ...................................................................................................

5,107

Software ...............................................................................................................

7,979

Other intangible fixed assets ................................................................................

12,682

Investments and other assets:

463,277

Investment securities ............................................................................................

414,647

Net defined benefit asset ......................................................................................

12,189Deferred tax assets ...............................................................................................

6,178

Other investments and other assets ......................................................................

31,710Allowance for doubtful accounts .........................................................................

(1,449)TOTAL ASSETS

1,448,833- 59 -

(million yen)
LIABILITIESCurrent liabilities:
Trade notes and trade accounts payable ......................................................
Electronically recorded obligations - operating ..........................................
Short-term borrowings ................................................................................
Accrued corporate income taxes, etc...........................................................
Allowance for bonuses for officers .............................................................
Other current liabilities ...............................................................................
Long-term liabilities:
Bonds payable
Long-term borrowings ................................................................................
Deferred tax liabilities .................................................................................
Deferred tax liabilities upon revaluation .....................................................
Reserve for officers’ retirement gratuities ..................................................
Net defined benefit liability ........................................................................
Negative goodwill .......................................................................................
Other long-term liabilities ...........................................................................
TOTAL LIABILITIESNET ASSETS
Shareholders’ equity:
Paid-in capital ............................................................................................
Capital surplus ..........................................................................................
Retained earnings ......................................................................................
Treasury stock ...........................................................................................
Accumulated other comprehensive income:
Valuation difference on available-for-sale securities .............................
Deferred gains or losses on hedges ..........................................................
Revaluation differences of land................................................................
Translation adjustment ............................................................................
Remeasurements of defined benefit plans...............................................
Non-controlling interests:
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS- 60 -

152,437
39,292
6,275
27,6779,643
517
69,030426,766
20,000273,676
81,063
11,7452,360
15,078611
22,230579,204
722,765
146,200
173,797426,880(24,113)135,154
117,061
(115)
1,530
6,281
10,396
11,708869,628
1,448,833

CONSOLIDATED STATEMENT OF INCOME(April 1, 2023 to March 31, 2024)(million yen)
566,443406,706
159,736
126,216
33,519Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income and dividend income
Equity in earnings of affiliates
Gain on investment associations
Other income

4,779
1,378
533
1,830

8,521

Non-operating expenses
Interest expenses
Loss on investment associations
Others

1,875
97
894

2,868

Recurring profit

39,173Extraordinary gain
Gain on sales of investment securities
OthersExtraordinary loss
Impairment loss
Loss on retirement of non-current assets
Loss on valuation of investment securities
OthersIncome before income taxes
Income and enterprise taxes
Adjustment for income taxes
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of the parent- 61 -

17,25617

17,273

514
660
482
387

2,045
54,401

18,002(1,142)

16,86037,541458
37,082

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, ETC.
(April 1, 2023 to March 31, 2024)(million yen)
Shareholders’ equity

Balance at April 1, 2023
Changes during the year
Distribution of retained
earnings
Net income attributable toowners of the parent
Purchase of treasury stock
Change of treasury stock due tochange in equity in affiliates
accounted for by equity
methodReversal of revaluationdifferences of land
Increase by merger
Net change of items other thanshareholders’ equity
Total changes
Balance at March 31, 2024

Paid-in capital

Capital surplus

146,200

173,797

Retainedearnings

Treasury stock

401,585

Accumulated othercomprehensive
incomeValuation
Total
difference onshareholders’available-forequity
sale securities(14,113)(12,089)(10,000)

37,082(10,000)

0

0

2
299

173,797

120,667(12,089)

37,082

146,200

707,4692299

25,295426,880(9,999)(24,113)

15,295
722,765(3,605)(3,605)
117,061

Accumulated other comprehensive income
Deferred
gains orlosses onhedgesBalance at April 1, 2023
Changes during the year
Distribution of retained
earnings
Net income attributable toowners of the parent
Purchase of treasury stock
Change of treasury stock due tochange in equity in affiliates
accounted for by equity
methodReversal of revaluationdifferences of land
Increase by merger
Net change of items other thanshareholders’ equity
Total changes
Balance at March 31, 2024

(183)

Revaluationdifferences oflandTranslation
adjustment

1,533

4,170

Total
Remeasureaccumulated Non-controllingments ofinterests
otherdefinedcomprehensive
benefit plansincome4,023

130,210

11,089Total net
assets848,769(12,089)
37,082(10,000)

0
2
299
68
68
(115)

(2)
(2)
1,530

- 62 -

2,110
2,110
6,281

6,373
6,373
10,396

4,944
4,944
135,154619
619
11,708

5,563
20,858869,628

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Notes to important matters forming the basis of preparation of consolidated financial
statements)
1.

Matters concerning the scope of consolidation(1)

Number of consolidated subsidiaries:

37 companies

Names of major consolidated subsidiaries: Fuji Television Network, Inc.,The Sankei Building Co., Ltd. andPony Canyon Inc.
(2)

2.

52 non-consolidated subsidiaries, including FCG Research Institute, Inc. andFujisankei Agency, Inc., are small companies and the aggregate amounts of total
assets, net sales, net income/loss and retained earnings (based on the Company’s
equity interest) thereof have no significant impact on the consolidated financial
statements. Hence, those subsidiaries are excluded from the scope of consolidation.

Matters concerning the application of the equity method(1)Non-consolidated subsidiaries to which the equity method is applied:
Names of major non-consolidated
subsidiaries to which the equity
method is applied:

(2)

(3)

FCG Research Institute, Inc. andFujisankei Agency, Inc.

Number of affiliates to which the equity method is applied:
Names of major affiliates to which theequity method is applied:

2 companies

27 companies

Kansai Television Co. Ltd. andWOWOW Inc.

Other subsidiaries and affiliates including Fuji Games, Inc. and EMP Inc. are
excluded from the scope of the equity method as they have no significant impact on
consolidated net income/loss or retained earnings and are of little importance as awhole.

- 63 -

3.

Matters concerning accounting standards(1)

Valuation basis and methods for major assets:(i)Marketable securities:
Held-to-maturity bonds:
Stated at amortized cost (by the straight-line method)
Other securities:
Those other than shares, etc. without market value:
Stated at market value (Revaluation differences are all transferred
directly to net assets. Selling costs are determined principally by themoving average method.)
Shares, etc. without market value:
Stated at cost, determined principally by the moving average method(ii)

Bonds, in respect of which the difference between the acquisition cost and thebond price is characterized as adjustments in interest rates, are valuated atcost, determined by the amortized cost method (straight-line method).
Investments in investment limited partnerships and other similar partnerships(which are deemed to be marketable securities pursuant to Article 2, paragraph
2 of the Financial Instruments and Exchange Act) are valuated by recognizing
net the amount equal to the Company’s equity interest based on the mostrecent statements of accounts available according to the settlement report
dates as stipulated in contracts for such associations.
.
Inventories:
At cost, determined principally by the identified cost method(The balance sheet values are calculated by the write-down method based on
declined margins.)(2)

Method of depreciation of important depreciable assets:
Tangible fixed assets (excluding lease assets):
Tangible fixed assets are depreciated principally by the straight-line method.
With regard to their useful lives, the same policy as in the method under the
Corporation Tax Act is applicable.
However, the useful life of certain broadcast equipment held by certain
consolidated subsidiaries is ten years.
Intangible fixed assets (excluding lease assets):
Intangible fixed assets are depreciated by the straight-line method.
- 64 -

With regard to their useful lives, the same policy as in the method under the
Corporation Tax Act is applicable.
However, software for internal use is depreciated by the straight-line method
based on the internal usable period (five years).
Lease assets:
Lease assets related to finance lease transactions that do not transfer
ownership:
Lease assets are depreciated by the straight-line method, based on theassumption that the useful life equals to the lease term and the residual value
equals to zero.
Any finance lease transaction that does not transfer ownership, whichbecame effective on or before March 31, 2008, is treated similarly in themanner in which ordinary lease transactions are treated.
(3)

Basis for accounting for important allowances and reserves:
Allowance for doubtful accounts:
To meet losses from loan default, the Group sets aside an estimateduncollectible amount, by taking into consideration the actual loss rate inrespect of general credits and the individual possibilities of collection in
respect of specific claims, such as probable non-performing credits.
Allowance for bonuses for officers:
To meet the payment of bonuses to officers, the Group sets aside anestimated amount of bonuses to be paid for the fiscal year under review.
Reserve for officers’ retirement gratuities:
To meet the payment of retirement gratuities to officers, the Group provides
an amount estimated to accrue at the close of the fiscal year under review,
pursuant to its internal rules.

(4)

Accounting method relating to employee retirement benefits:(i)Method of attributing expected retirement benefits to periods:
To calculate retirement benefit obligations, the Group employs a benefit
formula standard as the method of attributing expected retirement benefits toperiods up to the close of the fiscal year under review.

(ii)

Methods of treating actuarial differences and past service costs as expenses:
Past service costs are treated as expenses, based on a straight-line basis for a
specific period of years (principally, 13 years) not exceeding the averageremaining years of service of employees when such past service costs occur.
- 65 -

Actuarial differences are treated principally as expenses, pro rata based on thestraight-line method for a specific period of years (principally, 13 years) not
exceeding the average remaining years of service of employees when suchdifferences occur, from the fiscal year next following the fiscal year when suchdifferences occur.
(5)

Accounting for revenues and expenses:(i)

Revenue from contracts with customers:- Revenue recognition
The Group recognizes revenue based on the following five steps, excluding
revenues related to transactions concerning financial instruments covered under
the scope of application of the accounting standards for financial instruments,
as well as revenues related to the lease transactions covered under the scope of
application of the accounting standards for lease transactions, at an amount ofconsideration it expects to be entitled to in exchange for transferring goods orservices to a customer when it satisfies its performance obligations to transfer
the goods or services to the customer as promised under the contract with thecustomer.
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in thecontract
Step 5: Recognize the revenue when (or as) a performance obligation issatisfied- Revenue in gross amount and net amount
When another party is involved in providing goods or services to the customer,
if the Company, based on the promise with the customer, is supposed to satisfy
performance obligations to provide these goods or services itself, the Company
as principal defines the revenue in the form of gross amount of consideration astransaction price, while if the Company is supposed to satisfy performanceobligations to arrange a third party to provide goods or services to the customer,
the Company as agent defines the revenue in the form of compensation or fees,or net amount of consideration as transaction price.
Whether the Company is acting as principal or agent is determined based onwhether the Company is in control of the promised goods or services before
providing it to the customer, in consideration of the following criteria for eachindividual contract.
- the Company is primarily responsible for fulfilling the promise to provide
goods or services- the Company has inventory risk before goods or services have beentransferred to a customer or after transfer of control over goods orservices to the customer- the Company has discretion in establishing the price for goods or services- 66 -

Under the Company that is a certified broadcast holding company, the Group
engages mainly in operations of mainstay business of broadcasting asprescribed by the Broadcast Act, as well as the Media & Content business andthe Urban Development, Hotels & Resorts business.
1. Media & Content business
The “Media & Content” business engages in “broadcasting andbroadcasting-related business” including primarily operations of mainstay
business of broadcasting as prescribed under the Broadcast Act, productionof TV programs, movies, animations and events, sale of videos and music
software, and music publication as well as “direct marketing business”
engaging in running television shopping, catalog shopping, e-commerce sites
and “other businesses” including advertising.
i)

Broadcasting and broadcasting-related businessIn the broadcasting business consisting primarily of Terrestrial TV,
revenues are recognized at a point in time when control of thebroadcasting services is transferred to customers when the program andcommercial are aired and reached viewers (or listeners) (“on-air basis”),
whereby performance obligations are considered to be satisfied.
In the broadcasting-related business engaging in licensing and sales ofcontents such as broadcast programs, movies, animations and music,
revenues are recognized at a point in time when licensing starts if
involving the rights to use intellectual property, or over time during thelicense period if involving the rights to access intellectual property,
depending primarily on the type of license granted to customers. Of thelicensing revenue, royalty income receivable commensurate with the net
sales or usage determined based on the sales revenue, etc. at thecounterparty is recognized as revenue at an amount estimated to begained based on the contractual royalty rate, at the time when revenue,
etc. is generated at the counterparty or when performance obligations are
satisfied, whichever later.

ii)

Direct marketing businessIn the direct marketing business comprising television shopping, catalog
shopping, e-commerce sites and others, where performance obligations
are considered to be satisfied at the point of delivery of goods when thecustomer gains control thereof, revenue is recognized at the amount ofconsideration promised under the contract with the customer lessdiscount and return of goods and other adjustments, at the time of
shipment since the period of time from the shipment to the transfer of thecontrol of goods to the customer is normally short enough to warrant thisapproach.

iii)

Other businesses
In the advertising business handling advertising placement, since
performance obligations are considered to have been satisfied at the pointof placing advertisement in a medium, when the customer gains control- 67 -

of this service, revenue is recognized at such point of placement. As theCompany considers itself acting largely as agent in advertising business,revenue is recognized on a net basis at an amount of gross consideration
received from the customer in return for the services provided less therelevant costs.
The transaction price is determined based on the terms of contract, without
involving significant financing component. Transaction price is typicallyinvoiced to the customer at the time of satisfying performance obligations,and the payment is received generally within six months based on thepayment terms separately prescribed.
2. Urban Development, Hotels & Resorts business
The “Urban Development, Hotels & Resorts” business engages in “urban
development business” engaging in building leasing and real estatetransactions and others, as well as “hotels & resorts business” engaged inrunning hotels and resorts and others.
i)

Urban development businessIn the sales of the condominiums and real estate products for investors,
since control of the assets is transferred to the customer at the time ofdelivering the asset, when performance obligations are deemed to havebeen satisfied, revenue is recognized at such time of delivery.
Leasing of properties such as office building and others, revenue isrecognized over the contract term in accordance with the accounting
standard for lease transactions and others.

ii)

Hotels & Resorts businessIn hotels & resorts business engaging in running hotel resorts and others,
as performance obligations are deemed to have been satisfied when acustomer used hotel and ocean leisure facilities and provision of services
is completed, revenue is recognized at the time of such completion.

Transaction price is determined based on terms of contract, general terms &conditions for accommodation contract and others, which do not involve
significant financing component. In the sales of real estate, part of the sales
value is received as deposit at the time of concluding sales contract, and therest of the payment is made at the time of delivery. In property leasing, rent
for the next month is received typically at the end of each month. In hotels& resorts business, customers are charged and the payment is received
typically at the customer’s departure from the hotel or at the entry to theocean leisure facilities.
(ii)

Basis of accounting for revenues related to finance lease transactions:
Net sales and cost of sales are recognized upon the receipt of lease payments.

(6)

Method of important hedge accounting:- 68 -

(i)Method of hedge accounting:
Exceptional accrual method is used to account for interest rate swaps that
qualify for the method.

(ii)

Hedging instruments and hedged items:
Bank loans are hedged items while interest rate swaps are hedging instruments.

(iii) Hedging policy:
In accordance with its internal rules that provide for authorities concerningderivatives and other matters, the Group hedges risk of interest rate fluctuations
relating to hedged items to a limited extent and not for speculation purposes.
The hedged items are identified by their respective agreements.
(iv) Method of evaluating the effectiveness of a hedge:
As each interest rate swap meets the requirements for the exceptional accrual
method and cash flows can be fixed after the inception of a hedge, theevaluation of the effectiveness thereof is omitted.
(7)

Method and period of amortization of goodwill and negative goodwill:
Goodwill, and negative goodwill that was accrued on or before March 31, 2010, areamortized in equal amounts for specified years not exceeding 20 years according to
the cause of the accrual thereof; however, insignificant goodwill or negative goodwill
are amortized in a lump sum for a fiscal year during which it is accrued.

4.

Amounts are shown by discarding fractions of one million yen.

(Changes in the method of presentation)
Consolidated statement of income“Loss on sales of investment securities” (¥120 million for the fiscal year underreview) which was separately presented under “Extraordinary loss” in the previous fiscal year
is included in “Others” in the fiscal year under review due to its decreased significance.

- 69 -

(Notes on Accounting Estimates)
Loss on valuation of inventories (Urban Development, Hotels & Resorts)(1) The amount recorded in the consolidated financial statements for the fiscal year underreview:¥– million(2) Information related to the detail of the significant accounting estimates concerning theitems identified(i)

Method of calculation
Balance sheet amount of inventories is represented by its acquisition cost. If,
however, net sale price at year-end falls short of acquisition cost equivalent,such net sale price shall be deemed as balance sheet amount on account oflikely reduction of profitability, and the difference between the acquisition costequivalent and such net sale price shall be recognized as expenses for the fiscal
year. Net sale price for condominiums shall be determined by the estimatedsales amount based on the sales plan less estimated sales expenses, while net
sales price for real estate products for investors shall be determined by the
result of dividing NOI (Net Operating Income, i.e., operating income before
depreciation and amortization) during the stably operating period based on thebusiness plan, discounted by capitalization rate, as well as in consideration of
the appraised valuation amount by real-estate appraisers as appropriate.

(ii)

Main assumptions
Main considerations for the assumptions for calculating the net sale price ofcondominiums are the estimated sales amount and the estimated sales
expenses, where certain assumptions are made, for the former, based on thetrend of sales in the neighboring areas, while for the latter based on the latest
trend by the expense to sale ratio.
Main considerations for the assumptions for calculating the net sale price ofreal estate products for investors are rent standards and occupancy rate fordetermining NOI as well as capitalization rate during the stably operating
period, where certain assumptions are made, for the former two, based on thetrend of rent and occupancy rate in the neighboring areas of the asset, while forthe latter based on the latest market trend for the group of properties of thesimilar type and size.

(iii) Impact on the consolidated financial statements for the next fiscal year
As these assumptions are exposed to the impact of uncertainties in economic
condition and the Company’s business conditions for a period to come, in theevent of decline in the levels of rent and occupancy rate, rise in capitalization
rate or greater-than-expected changes in conditions of sales market, valuation
loss may be recorded from the next fiscal year onward.
- 70 -

(Notes to consolidated balance sheet)1.

Accumulated depreciation of tangible fixed assets:¥282,173 million

2.
With regard to the tangible fixed assets acquired for and before the fiscal year underreview, the amount of advanced depreciation by government subsidies was ¥259 million inbuildings and structures, ¥311 million in machinery, equipment and vehicles, ¥110 million inother tangible fixed assets and ¥1 million in software. The amount thereof in the
consolidated balance sheet is shown by deducting such amount of advanced depreciation.
3.

Assets pledged:

Consolidated subsidiaries have provided ¥6,341 million of investment securities and¥128 million of time deposits to financial institutions as collateral for borrowings by theirinvestees, etc.
4.

Guarantee obligations

The Company is providing the following loan guarantees for the borrowings fromfinancial institutions for parties other than consolidated subsidiaries.
Employees, etc.
28 million
AG Hotel Management Co., Ltd.
40 million
NEON JAPAN Limited
143 million
SKB 2 LLC
2,000 million
Total
2,212 million(Note) Apart from the aforementioned, the Company is providing rent guarantee for aproperty lease contract at a non-consolidated subsidiary.
5.
Notes to mature at year-end are settled on the clearing date. Since the last day of the
fiscal year under review fell on a bank holiday, the following notes matured at year-end areincluded in the year-end balance.
Electronically recorded monetary claims - operating
Notes payable-trade
Electronically recorded obligations - operating- 71 -

43 million
3 million
1,533 million

(Notes to consolidated statement of changes in shareholders’ equity, etc.)
1.

Total number of issued shares as of March 31, 2024
Shares of common stock:2.

234,194,500 shares

Matters concerning distribution of retained earnings(1) Matters concerning distribution of retained earnings made during the fiscal year underreview:

Resolution

Class ofsharesTotalamount ofdividends(millionyen)

Amount ofdividends
per share(yen)

Record date

Effective
date

Ordinary General
Meeting of
Shareholders heldon June 28, 2023
Meeting of theBoard ofDirectors held on
November 2,
2023

Shares ofcommon
stock

6,760

30

March 31,2023

June 29,2023

Shares ofcommon
stock

5,328

24

September
30, 2023

December
5, 2023(2) Matters concerning distribution of retained earnings to be made after the end of the
fiscal year under review:
The following resolution is expected to be adopted at the Ordinary General Meeting of
Shareholders to be held on June 26, 2024:

Resolution

Class ofshares

Source ofdividends

Totalamount ofdividends(millionyen)

Ordinary
GeneralMeeting of
Shareholders tobe held on June
26, 2024

Sharesofcommonstock

Retainedearnings

5,254- 72 -

Amount ofdividends
per share(yen)

Recorddate

Effective
date

24

March
31, 2024

June 27,2024

(Notes on financial instruments)
1.

Matters concerning the status of financial instruments(1) Policy on dealing in financial instruments:
The Group raises required funds principally through bank loans and bond issues.
Floating money is invested in high-security financial assets. The Group uses
derivatives to the extent necessary to reduce interest rate risk mainly, and has a policy
not to conduct speculative trading.
(2) Details of financial instruments and related risks and risk management system:
Trade receivables – notes and accounts receivable-trade, and contract assets – areexposed to credit risk in relation to customers. With regard to such risk, the Group,in accordance with its customer management rules, periodically monitors the status of
trade receivables from its major clients in each business division, fixes a credit limit
for each customer and manages the due dates and balances of its trade receivables byclient to early detect or reduce credits that may become uncollectable due to thedeterioration of its financial position or other reasons.
Marketable securities and investment securities, which principally consist of bonds toinvest floating money and shares relating to business and capital alliances with clientcompanies, are exposed to market risk. The Group periodically gains information on
the market values and financial standings of the client companies and review theholding of such shares on a continuous basis by taking into consideration therelationships with the client companies.
Substantially all of trade payables – trade notes and trade accounts payable – andelectronically recorded obligations - operating have payment due dates within one
year. In addition, borrowings, bonds and lease obligations relating to finance leasetransactions, which the Group uses principally to raise funds necessary for capital
expenditure, repayment of borrowings and long-term investments and loans, will be
redeemed in 12 years maximum after the close of the fiscal year.
Trade payables and borrowings are exposed to liquidity risk. The Group manages
such liquidity risk by formulating and revising cash management projections on atimely basis by its treasury management division based on reports from other divisions
and departments.
With regard to derivatives, some consolidated subsidiaries use interest rate swaps tohedge risks relating to fluctuations of interest rates on borrowings. Contracts onderivatives are executed by the treasury management division. After approval basedon the internal rules, the kinds and transaction amounts thereof are reported to theBoard of Directors and other organs and the status of transactions and the balance
thereof are managed by the treasury management division.
With regard to the hedging instruments and hedged items, hedging policy and methodof evaluating the effectiveness of a hedge with regard to hedge accounting, please- 73 -

refer to “(6) Method of important hedge accounting” described in “3. Mattersconcerning accounting standards” under “Notes to important matters forming the basisof preparation of consolidated financial statements” above.

2.

Matters concerning fair values, etc. of financial instruments

The following chart shows the amounts for items recorded in the consolidated balance
sheet as of March 31, 2024 (the consolidated settlement date for the fiscal year under review),
along with their fair values and the differences:(million yen)
Balancesheet amount(1)

Fair value

DifferenceMarketable securities and investment
securities:
Held-to-maturity bonds
2,164
1,885
(279)
Investment in shares of affiliates
13,386
7,593(5,792)Other marketable securities
354,468
354,468–
Total assets
370,019
363,947(6,072)(2)
Bonds
20,00019,968(32)(3)
Long-term borrowings
301,279
301,012(266)
Total liabilities
321,279
320,980(298)(*1) “Cash on hand and in banks,” “notes and accounts receivable-trade, and contract assets,” “tradenotes and trade accounts payable,” “electronically recorded obligations - operating,” and “shortterm borrowings” are omitted, because they comprise cash and short‑term instruments whosecarrying amount approximates their fair value.
(*2) Shares without market value, and investments in partnerships and other similar entities for which
equity interests are recorded on a net basis on the consolidated balance sheet, are not included in“(1) Marketable securities and investment securities,” pursuant to Paragraph 5 of the“Implementation Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ
Guidance No. 19, March 31, 2020), and to Paragraph 24-16 of the “Implementation Guidance on
Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31, June 17, 2021),
respectively. The amounts of these investments recorded on the consolidated balance sheet are
as follows:(million yen)
Item
Balance sheet amountUnlisted shares
135,482
Investment in partnerships
30,608- 74 -

Note 1:

Redemption schedule for monetary receivables and marketable securities with maturity dateafter the consolidated settlement date(million yen)
1 year to
5 years toMore thanWithin 1 year
5 years
10 years
10 years
Cash on hand and in banks
76,077–––
Notes and accounts receivable-trade, and95,858–––contract assets
Marketable securities and investment
securities
Held-to-maturity bonds (public and
21
38
27
2,078
corporate bonds)
Other marketable securities with
91,50012,4103
1,000
maturity date (debentures)
Other marketable securities with
29,983–––maturity date (others)
Total
293,440
12,44830
3,078

Note 2:

Repayment schedule for corporate bonds, long-term borrowings, and other interest-bearing
debt after the consolidated settlement date(million yen)
Within 1 1 year to 2 years to 3 years to 4 years to More than
Item
year
2 years
3 years
4 years
5 years
5 years
75
–
–
–
–
–
Short-term borrowings––––
20,000–
Bonds
27,602
58,88829,562
27,227
40,668117,329
Long-term borrowings
27,67758,88829,562
27,22760,668117,329
Total

3.

Fair value information by level within the fair value hierarchy
The fair value of financial instruments is classified into the following three levels
according to the observability and materiality of inputs used to measure fair value.
Level 1 fair value: Fair value measured using observable inputs, i.e. quoted prices in
active markets for assets or liabilities that are the subject of themeasurement.
Level 2 fair value: Fair value measured using observable inputs other than Level 1
inputs.
Level 3 fair value: Fair value measured using unobservable inputs.
If multiple inputs are used that are significant to the fair value measurement, the fairvalue measurement is categorized in its entirety in the level of the lowest level inputthat is significant to the entire measurement.

- 75 -

(1)Financial assets that are measured at fair value
Item

Marketable securities andinvestment securities
Other marketable securities
SharesGovernment and local
government bonds, etc.
Bonds
Debentures and others
Other marketable securities
Total assets(2)

Level 1

Total

214,015––

214,015

858

–

–

858

–
–
3,538
218,41263,38140,47332,200136,055––––

63,38140,47335,739354,468

Financial assets and financial liabilities that are not measured at fair value
Item

Marketable securities andinvestment securities
Held-to-maturity bonds
Government and local
government bonds, etc.
Bonds
Investment in shares ofaffiliates
Total assets
Bonds
Long-term borrowings
Total liabilities(Note)

Fair value (million yen)
Level 2
Level 3

Fair value (million yen)
Level 2
Level 3

Level 1

Total

87

–

–

87

–

1,797

–

1,797

7,593

–

–

7,593

7,680
–
–
–

1,797
19,968301,012
320,980

–
–
–
–

9,478
19,968301,012
320,980

Description of valuation techniques and inputs in the fair value measurement

Marketable securities and investment securities:
Listed shares, government bonds, and bonds are valuated using quoted prices obtained fromfinancial institutions, etc. Since listed shares and government bonds are traded in active
markets, their fair value is classified as Level 1. On the other hand, since bonds and others
held by the Company are not traded frequently in the public market and not considered tohave quoted prices in active markets, their fair value is classified as Level 2.
Bonds (including current portion payable):
The fair value of bonds issued by the Company are measured based on market prices
obtained from financial institutions. While market prices are available, their fair value isclassified as Level 2 because they are not traded frequently in active markets.
Long-term borrowings (including current portion):
The fair value of long-term borrowings is calculated from the present value of the total
principal and interest discounted at a rate supposing newly conducted similar borrowing,
while that of long-term borrowings to which the exceptional accrual method with regard tointerest rate swaps is applicable is calculated from the present value of the total principal
and interest treated together with the interest rate swaps, discounted at a rate supposing
newly conducted similar borrowing, and is classified as Level 2.

- 76 -

(Notes on leased and other real estate properties)
1.

Matters concerning the status of leased and other real estate properties

The Company and some of its consolidated subsidiaries hold real estate properties(including land) for lease, including office buildings and commercial facilities, in Tokyo,
Osaka, etc.

2.

Matters concerning the market value of leased and other real estate properties(million yen)
Balance sheet amount
Fair value
336,161

405,004

Notes: 1. The consolidated balance sheet amount is the acquisition amount lessaccumulated depreciation.
2.

The fair value of major properties at the close of the fiscal year under review
is an amount based on real-estate appraisals by outside real-estate appraisers.
The fair value of other large properties is calculated by each of the Company
and the consolidated subsidiaries based on real-estate appraisals by in-house
real-estate appraisers. The fair value of other properties is calculated byeach of the Company and the consolidated subsidiaries based on thebenchmarks considered to properly reflect the market price.

(Notes on the information per share)
1.
2.

Net assets per share:
Net income per share:¥3,972.81¥169.27- 77 -

(Notes on revenue recognition)
1.

Disaggregation of revenue from contracts with customers(million yen)
Operating segment
Urban
Media & Development,
Content
Hotels &Resorts
Broadcasting andbroadcasting-related
Direct marketing
Urban development

Hotels & Resorts
Other
Revenue from contracts withcustomers
Other revenue

Total

Other
(Note)

Total

340,191–

340,191–

340,191

51,194––75,202

51,19475,202––

51,19475,202–
41,67030,454–30,454
41,670–4,508

30,454
46,179433,056

105,657

538,713

4,508

543,22139

21,46821,507

1,713

23,221

Net sales to third parties
433,095
127,125560,2216,222
566,443(Note) The “Other” category is a business segment not included in operating segments. It
includes such operations as temporary agency services, leasing of movables and softwaredevelopment.

2.

Basic information in understanding revenue from contracts with customers
Basic information in understanding revenue is as described in “(5) Accounting forrevenues and expenses” in “3. Matters concerning accounting standards” under“Notes to important matters forming the basis of preparation of consolidated
financial statements.”- 78 -

3.

Information on (a) relationship between the satisfaction of performance obligations
based on contracts with customers and cash flows from such contracts and (b)amounts of revenue expected to be recognized in the following fiscal year or laterfrom contracts with customers which have been existing at the end of the fiscal year
under review and the timing of such revenue’s recognition(1)

Balance of contract assets and contract liabilities, etc.
(million yen)
Fiscal year under review
Beginning balanceEnding balance

Receivables from contracts withcustomers
Trade notes receivable
Electronically recorded monetaryclaims - operating
Trade accounts receivable

53

48

773

776

91,29392,45992,12093,284Contract assets

3,366

2,140

Contract liabilities

8,782

5,975

Contract liabilities are mainly related to advances received from customers before
the fulfillment of contracts and reversed upon recognition of revenue. The amountof revenue recognized in the fiscal year under review that was included in the
beginning balance of contract liabilities was ¥6,752 million.
(2)

Transaction price allocated to remaining performance obligations
The performance obligation of contracts with an original expected duration of one
year or less is not included in the scope of disclosure as the Company and its
subsidiaries apply a practical expedient in providing notes on transaction priceallocated to remaining performance obligations. The performance obligations thatwere unsatisfied (or partially unsatisfied) amounted to ¥15,366 million as of March
31, 2024. Such performance obligations relate mainly to real estate transfer
contracts and construction contracts in the urban development business. The
Company expects to recognize approximately 95% of this revenue within two years
from the end of the fiscal year, remaining 5% within five years thereafter.

- 79 -

(Notes on other matters)
Impairment loss
The Group recorded impairment loss on the assets below:
Location(Media & Content)
FUSOSHA Publishing Inc.
Minato-ku, Tokyo(Urban Development, Hotels &Resorts)
THE SANKEI BUILDING CO.,LTD.
Chiyoda-ku, Tokyo

Use

Type

Amount(millionyen)

Business
property

Buildings andstructures, otherinvestments and otherassets, etc.

253

Business
property

Buildings andstructures, etc.

261

FUSOSHA Publishing Inc. in the Media & Content segment reviews impairment loss
on all of its business properties sorted by the groups of assets as a single asset since it
engages in a single line of business. The Company reduced the carrying amount of lessprofitable business properties to their recoverable amounts and recorded the reduced amounts
thereof as impairment loss under extraordinary loss in the fiscal year under review; thebreakdowns thereof are ¥109 million of buildings and structures, ¥36 million of othertangible fixed assets, ¥8 million of software and ¥99 million of other investments and otherassets. The recoverable amount of the group of assets thereof is measured at value in use,which is currently assessed to be zero as no future cash flow is expected.
THE SANKEI BUILDING CO., LTD. in the Urban Development, Hotels & Resorts
segment reviews impairment loss on business properties sorted by the groups of assets ofeach property. The Company reduced the carrying amount of the group of assets whose
intended usage was changed to their recoverable amounts and recorded the reduced amounts
thereof as impairment loss under extraordinary loss in the fiscal year under review; thebreakdowns thereof are ¥250 million of buildings and structures and ¥10 million of othertangible fixed assets. The recoverable amount of the group of assets thereof is measured atvalue in use, by using 4.2% discount rate.

- 80 -

NON-CONSOLIDATED FINANCIAL STATEMENTS
NON-CONSOLIDATED BALANCE SHEET(As of March 31, 2024)(million yen)
ASSETS
Current assets:
Cash on hand and in banks ............................................................................
Marketable securities ....................................................................................
Prepaid expenses ...........................................................................................

159,318
35,375
121,461
123

Other current assets .......................................................................................
Fixed assets:
Tangible fixed assets:
Buildings .......................................................................................................

2,357
684,228
66,221
34,927Structures.......................................................................................................
Machinery and equipment .............................................................................
Motor vehicles ...............................................................................................
Tools, furniture and fixtures ..........................................................................
Land...............................................................................................................

66
0
8
2,319
28,847

Construction in progress ...............................................................................
Intangible fixed assets:
Software ........................................................................................................
Other intangible fixed assets .........................................................................
Investments and other assets:
Investment securities .....................................................................................
Investment in shares of affiliates...................................................................
Investment in other associated companies’ securities ...................................
Long-term loans receivable ...........................................................................

52
13
13
0
617,993
230,989378,269
5,926
1,754

Long-term prepaid expenses .........................................................................
Prepaid pension costs ....................................................................................
Other investments and other assets ...............................................................
Allowance for doubtful accounts ..................................................................

62
15
1,023
(48)

TOTAL ASSETS

843,546- 81 -

(million yen)
LIABILITIESCurrent liabilities:
Trade accounts payable .....................................................................
Accrued expenses ..............................................................................
Accrued income taxes ........................................................................
Advance received ..............................................................................
Deposit received ................................................................................
Other current liabilities ......................................................................
Long-term liabilities:
Bonds payable
Deferred tax liabilities .......................................................................
Reserve for employee retirement benefits .........................................
Negative goodwill..............................................................................
Guarantee deposit ..............................................................................
Other long-term liabilities .................................................................
TOTAL LIABILITIES

171,482
259
226
1,738
488
168,769080,491
20,00054,740
26
355
4,639
728
251,973

NET ASSETS
Shareholders’ equity:
Paid-in capital ..........................................................................................
Capital surplus.........................................................................................
Capital reserve ...................................................................................
Retained earnings ....................................................................................
Earned surplus reserve .......................................................................
Other retained earnings ......................................................................
General reserve..............................................................................
Retained earnings carried forward ................................................

482,052
146,200
173,664
173,664
182,187
4,385
177,802
98,30079,502

Treasury stock .........................................................................................
Valuation and translation adjustments:(20,000)
109,519
109,519591,572
843,546

Valuation difference on available-for-sale securities ...........................
TOTAL NET ASSETSTOTAL LIABILITIES AND NET ASSETS- 82 -

NON-CONSOLIDATED STATEMENT OF INCOME(April 1, 2023 to March 31, 2024)(million yen)
Operating revenue

17,762

Operating expenses

7,159

Operating income

10,602Non-operating income
Interest income and dividend income
Gain on investment associations
Write-off of negative goodwill
Other income
Non-operating expenses
Interest expenses
Loss on investment associations
Bond issuance costs
Commission for purchase of treasury stocks
Sundry loss

3,574
710
355
387

5,027

148
48
88
48
1

336

Recurring profit

15,294Extraordinary gain
Gain on sale of investment securities
Others

17,0510

17,052Extraordinary loss
Loss on retirement of non-current assets
Loss on sales of investment securities

264
119

383

Income before income taxes
Income and enterprise taxes
Adjustment for income taxes
Net income

31,9635,176
513- 83 -

5,690
26,273

NON-CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, ETC.

(April 1, 2023 to March 31, 2024)(million yen)
Shareholders’ equity
Retained earnings

Capital surplus

Other retained earnings

Paid-in
capitalBalance at April 1, 2023
Changes during the year
Distribution of retained
earnings
Net income
Purchase of treasury stockReversal of reserve foropen innovation
promotion
Net change of items otherthan shareholders’equityTotal changes
Balance at March 31, 2024

Capitalreserve

146,200

173,664

Earnedsurplusreserve

Reserve foropen innovation
promotion

4,385

37

98,300Retainedearnings
carriedforward65,280(12,089)
26,273(37)

146,200

173,664

4,385

(37)
-

37

98,30014,221
79,502

Valuation andtranslation
adjustments

Shareholders’ equity

Balance at April 1, 2023
Changes during the year
Distribution of retained
earnings
Net income
Purchase of treasury stockReversal of reserve foropen innovation
promotion
Net change of items otherthan shareholders’ equity
Total changes
Balance at March 31, 2024

Generalreserve

Total net assets

Treasury stock

Total shareholders’equityValuation difference
on available-for-salesecurities(9,999)477,868

116,397(10,000)(12,089)
26,273(10,000)(12,089)
26,273(10,000)--(10,000)(20,000)

4,184
482,052- 84 -(6,877)(6,877)
109,519594,266(6,877)(2,693)
591,572

NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS(Notes to the matters concerning significant accounting policies)
1.

Valuation basis and methods for assets:
Marketable securities:
Investment in shares of subsidiaries and affiliates:
At cost, determined by the moving average method
Other securities:
Those other than shares, etc. without market value:
At market value, determined by market prices, etc. as of the close of the
fiscal year (Revaluation differences are all transferred directly to net assets.
Selling costs are determined by the moving average method.)
Shares, etc. without market value:
At cost, determined by the moving average method
Bonds, in respect of which the difference between the acquisition cost and thebond price is characterized as adjustments in interest rates, are valuated at cost,
determined by the amortized cost method (straight-line method).
Investments in investment associations and other similar associations (which are
deemed to be marketable securities pursuant to Article 2, paragraph 2 of the
Financial Instruments and Exchange Act) are valuated by recognizing net theamount equal to the Company’s equity interest based on the most recent
statements of accounts available according to the settlement report dates as
stipulated in contracts for such associations.

2.

Method of depreciation of fixed assets:
Tangible fixed assets:
Tangible fixed assets are depreciated by the straight-line method.
With regard to their useful lives, the same policy as in the method under the
Corporation Tax Act is applicable.
Intangible fixed assets:
Intangible fixed assets are depreciated by the straight-line method.
With regard to their useful lives, the same policy as in the method under the
Corporation Tax Act is applicable.
- 85 -

However, software for internal use is depreciated by the straight-line method
based on the internal usable period (five years).
3.

Basis for accounting for allowances and reserves:
Allowance for doubtful accounts:
To meet losses from loan default, the Company sets aside an estimateduncollectible amount, by taking into consideration the actual loss rate in respectof general credits and the individual possibilities of collection in respect ofspecific claims, such as probable non-performing credits.
Reserve for employee retirement benefits:
To meet the payment of retirement benefits to employees, the Company provides
an amount estimated to accrue at the close of the fiscal year under review, basedon the estimated retirement benefit obligations and pension plan assets as of theclose of the fiscal year under review.
The accounting method for reserve for employee retirement benefits andemployee retirement benefit costs is as described below:(i)Method of attributing expected retirement benefits to periods:
To calculate retirement benefit obligations, the Company employs a benefit
formula standard as the method of attributing expected retirement benefits
to periods up to the close of the fiscal year under review.

(ii) Methods of treating actuarial differences and past service costs as expenses:
Past service costs are treated as expenses, based on a straight-line basis fora specific period of years (15 years) not exceeding the average remaining
years of service of employees when such past service costs occur.
Actuarial differences are treated as expenses, pro rata based on thestraight-line method for a specific period of years (15 years) not exceeding
the average remaining years of service of employees when such differences
occur, from the fiscal year next following the fiscal year when suchdifferences occur.
The treatment of unrecognized actuarial differences and unrecognized past
service costs on the balance sheet differs from the treatment thereof in the
consolidated financial statements.
4.

Method and period of amortization of negative goodwill:
Negative goodwill that was accrued on or before March 31, 2010 is amortized in equalamounts for specified years not exceeding 20 years according to the cause of the accrual
thereof.

- 86 -

5.

Amounts are shown by discarding fractions of one million yen.

(Notes to non-consolidated balance sheet)1.

Money debts due from and payable to associated companies:
Short-term money debts due from associated companies:¥2,200 million

Long-term money debts due from associated companies:¥1,754 million

Short-term money debts payable to associated companies:¥168,824 million

Long-term money debts payable to associated companies:¥4,547 million

2.

Accumulated depreciation of tangible fixed assets:

3.

With regard to the tangible fixed assets acquired for and before the fiscal year underreview, the amount of advanced depreciation by government subsidies was ¥106 million
in structures and ¥99 million in tools, furniture and fixtures. The amount thereof in the
non-consolidated balance sheet is shown by deducting such amount of advanced
depreciation.

- 87 -¥91,648 million

(Notes to non-consolidated statement of income)Transactions with associated companies:
Operating revenue:¥17,762 million

Operating expenses:¥835 million

Transactions other than ordinary business:¥121 million(Notes to non-consolidated statement of changes in shareholders’ equity, etc.)
Total number of shares of treasury stock as of March 31, 2024:
Shares of common stock:

15,275,490 shares(Notes on tax effect accounting)1.

Principal components of deferred tax assets and deferred tax liabilities:(Deferred tax assets)
Accrued enterprise taxes
Accrued officers’ retirement gratuities
Valuation losses on investment securities
Shares of associated affiliates associated withreorganization
OthersSubtotal of deferred tax assets
Valuation reserve for total of deductible
temporary differences and others
Total deferred tax assets(million yen)
305
221
5,976
11,883315
18,702(18,377)
325(Deferred tax liabilities)
Shares of associated affiliates associated withreorganization

4,269

Valuation difference on available-for-salesecurities
Adjustment of gains or losses on transfer
Others47,6182,934
243

Total deferred tax liabilities

55,065Net deferred tax liabilities

54,740- 88 -

(Notes on transactions with related parties)
Subsidiaries, etc.
Category

Trade nameLocation

Subsidiary

Fuji
Television
Network, Inc.

Minato-ku,
Tokyo

Note:

Capital stock(million yen)

Principal
business

8,800

Television
broadcasting
business

Ratio of voting
rights owned by
the Company(owned in the
Company)

RelationTransaction

Direct 100.0%

Lease ofbuilding
Interlocking
directorate

Receipt ofrents

Transaction
amount(million yen)Account item

4,864

Advancereceived
Guarantee
depositEnd-of-year
balance(million yen)

430
3,924

Business conditions and policy on deciding business conditions:
The lease of the building relates to the building of the head office and the rent is determined based on the current status of transactions in theneighborhood.

- 89 -

(Notes on the information per share)1.

Net assets per share:¥2,702.24

2.

Net income per share:¥118.32- 90 -

AUDIT REPORTS
Account Auditors’ Audit Report on the Consolidated Financial Statements
INDEPENDENT AUDITOR’S REPORTMay 14, 2024
To:

The Board of Directors
Fuji Media Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo Office
By Munetake Kamiyama(seal)
Designated and Limited Engagement Partner
Certified Public Accountant
By Hideyuki Fujita(seal)
Designated and Limited Engagement Partner
Certified Public Accountant
By Yoshio Honma(seal)
Designated and Limited Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited theaccompanying consolidated financial statements, which comprise the consolidated balance
sheet, the consolidated statement of income, the consolidated statement of changes in net assets
and the notes to the consolidated financial statements of Fuji Media Holdings, Inc. (the“Company”) for the fiscal year from April 1, 2023 through March 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, inall material respects, the financial position and results of operations of Fuji Media Holdings,
Inc., which consists of the Company and its consolidated subsidiaries, for the period coveredby the consolidated financial statements in conformity with accounting principles generally
accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibility under the auditing standards is stated in “Auditor’s Responsibility for
the Audit of the Consolidated Financial Statements.” We are independent of the Company andits consolidated subsidiaries in accordance with the provisions related to professional ethics inJapan, and are fulfilling other ethical responsibilities as an auditor. We believe that we haveobtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Statements
Other statements consist of the business report and the accompanying supplementaryschedules. Management is responsible for the preparation and disclosure of the other statements.
The Audit & Supervisory Committee is also responsible for monitoring the execution of duties
by Directors in the development and operation of the reporting process for the other statements.
Our audit opinion on the consolidated financial statements does not include the other- 91 -

statements, and we express no opinion on the other statements.
Our responsibility in the audit of the consolidated financial statements is to read theother statements carefully and, in the course of that reading, to consider whether there arematerial differences between the other statements and the consolidated financial statements or
our knowledge obtained in the audit, and to pay attention to whether there is any indication ofmaterial errors in the other statements besides such material differences.
If, based on the work we have performed, we determine that there are material errors in
the other statements, we are required to report those facts.
We have no other matters to report in respect to the other statements.
Responsibilities of Management and the Audit & Supervisory Committee for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted in Japan, andfor designing and operating such internal control as management determines is necessary toenable the presentation and fair presentation of the consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible forassessing whether it is appropriate to prepare the consolidated financial statements inaccordance with the premise of a going concern, and for disclosing matters relating to going
concern when it is required to do so in accordance with accounting principles generally
accepted in Japan.
The Audit & Supervisory Committee is responsible for monitoring the execution of
Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to express an opinion on the consolidated financial statements from an independent
standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud
or error, and are deemed material if they can be reasonably expected to, either individually orcollectively, influence the decisions of users taken on the basis of the consolidated financial
statements.
We make professional judgment in the audit process in accordance with auditing
standards generally accepted in Japan, and perform the following while maintaining
professional skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. Design
and implement audit procedures to address the risks of material misstatement. The audit
procedures shall be selected and applied as determined by the auditor. In addition, sufficientand appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・In making those risk assessments, the auditor considers internal control relevant to theentity’s audit in order to design audit procedures that are appropriate in the circumstances,although the purpose of the audit of the consolidated financial statements is not to express
an opinion on the effectiveness of the entity’s internal control.
・Assess the appropriateness of accounting policies adopted by management and the methodof their application, as well as the reasonableness of accounting estimates made bymanagement and the adequacy of related notes.
・Determine whether it is appropriate for management to prepare the consolidated financial
statements on the premise of a going concern and, based on the audit evidence obtained,
determine whether there is a significant uncertainty in regard to events or conditions that
may cast significant doubt on the entity’s ability to continue as a going concern. If there is a
- 92 -

significant uncertainty concerning the premise of a going concern, the auditor is required tocall attention to the notes to the consolidated financial statements in the audit report, or if
the notes to the consolidated financial statements pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the consolidated financial statements. While theconclusions of the auditor are based on the audit evidence obtained up to the date of the audit
report, depending on future events or conditions, an entity may be unable to continue as agoing concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial
statements are in accordance with accounting principles generally accepted in Japan, assess
the presentation, structure, and content of the consolidated financial statements including
related notes, and whether the consolidated financial statements fairly present thetransactions and accounting events on which they are based.
・Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising, andimplementing the audit of the consolidated financial statements, and is solely responsible forthe audit opinion.
The auditor reports to the Audit & Supervisory Committee regarding the scope andtiming of implementation of the planned audit, material audit findings including material
weaknesses in internal control identified in the course of the audit, and other matters required
under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance ofprovisions related to professional ethics in Japan as well as matters that are reasonably
considered to have an impact on the auditor’s independence and measures that have been taken
to eliminate obstacles or safeguards that have been put in place to reduce these obstacles to an
acceptable level.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated
subsidiaries requiring disclosure under the provisions of the Certified Public Accountants Act
of Japan.

- END -- 93 -

Account Auditors’ Audit Report
INDEPENDENT AUDITORS’ REPORTMay 14, 2024
To:

The Board of Directors
Fuji Media Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo Office
By Munetake Kamiyama(seal)
Designated and Limited Engagement Partner
Certified Public Accountant
By Hideyuki Fujita(seal)
Designated and Limited Engagement Partner
Certified Public Accountant
By Yoshio Honma(seal)
Designated and Limited Engagement Partner
Certified Public Accountant

OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited
the accompanying financial statements, which comprise the balance sheet, the statement ofincome, the statement of changes in net assets and the related notes, and the accompanying
supplementary schedules of Fuji Media Holdings, Inc. (the “Company”) for the 83rd fiscal year
from April 1, 2023 through March 31, 2024.
In our opinion, the financial statements and the accompanying supplementary schedules
referred to above present fairly, in all material respects, the financial position of the Company
as of March 31, 2024, and the results of its operations for the year then ended in conformity
with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibility under the auditing standards is stated in “Auditor’s Responsibility for
the Audit of the Financial Statements and the Accompanying Supplementary Schedules.” We
are independent of the Company in accordance with the provisions related to professional
ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that
we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Statements
Other statements consist of the business report and the accompanying supplementaryschedules. Management is responsible for the preparation and disclosure of the other statements.
The Audit & Supervisory Committee is also responsible for monitoring the execution of duties- 94 -

by Directors in the development and operation of the reporting process for the other statements.
Our audit opinion on the financial statements does not include the other statements, andwe express no opinion on the other statements.
Our responsibility in the audit of the financial statements is to read the other statements
carefully and, in the course of that reading, to consider whether there are material differences
between the other statements and the financial statements or our knowledge obtained in theaudit, and to pay attention to whether there is any indication of material errors in the otherstatements besides such material differences.
If, based on the work we have performed, we determine that there are material errors in
the other statements, we are required to report those facts.
We have no other matters to report in respect to the other statements.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial
Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial
statements and the accompanying supplementary schedules in accordance with accounting
principles generally accepted in Japan, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of thefinancial statements and the accompanying supplementary schedules that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules,
management is responsible for assessing whether it is appropriate to prepare the financial
statements and the accompanying supplementary schedules in accordance with the premise ofa going concern, and for disclosing matters relating to going concern when it is required to do
so in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Committee is responsible for monitoring the execution of
Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial
statements and the accompanying supplementary schedules as a whole are free from material
misstatement, whether due to fraud or error, and to express an opinion on the financial
statements and the accompanying supplementary schedules from an independent standpoint in
an audit report, based on our audit. Misstatements can occur as a result of fraud or error, andare deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the financial statements and theaccompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing
standards generally accepted in Japan, and perform the following while maintaining
professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design
and implement audit procedures to address the risks of material misstatement. The audit
procedures shall be selected and applied as determined by the auditor. In addition, sufficientand appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to theentity’s audit in order to design audit procedures that are appropriate in the circumstances,- 95 -

although the purpose of the audit of the financial statements and the accompanying
supplementary schedules is not to express an opinion on the effectiveness of the entity’s
internal control.
・ Assess the appropriateness of accounting policies adopted by management and the methodof their application, as well as the reasonableness of accounting estimates made bymanagement and the adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements andthe accompanying supplementary schedules on the premise of a going concern and, basedon the audit evidence obtained, determine whether there is a significant uncertainty in regard
to events or conditions that may cast significant doubt on the entity’s ability to continue asa going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the financial statements andthe accompanying supplementary schedules in the audit report, or if the notes to the financial
statements and the accompanying supplementary schedules pertaining to the significant
uncertainty are inappropriate, issue a modified opinion on the financial statements and theaccompanying supplementary schedules. While the conclusions of the auditor are based on
the audit evidence obtained up to the date of the audit report, depending on future events orconditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the financial statements and theaccompanying supplementary schedules are in accordance with accounting principles
generally accepted in Japan, assess the presentation, structure, and content of the financial
statements and the accompanying supplementary schedules including related notes, andwhether the financial statements and the accompanying supplementary schedules fairly
present the transactions and accounting events on which they are based.
The auditor reports to the Audit & Supervisory Committee regarding the scope andtiming of implementation of the planned audit, material audit findings including material
weaknesses in internal control identified in the course of the audit, and other matters required
under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance ofprovisions related to professional ethics in Japan as well as matters that are reasonably
considered to have an impact on the auditor’s independence and measures that have been taken
to eliminate obstacles or safeguards that have been put in place to reduce these obstacles to an
acceptable level.
Interest
Our firm and engagement partners have no interests in the Company requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.
- END -- 96 -

The Audit & Supervisory Committee’s Audit Report
AUDITORS’ REPORT
We, the Audit & Supervisory Committee of the Company, audited the execution by the
Directors of their duties during the 82nd fiscal year from April 1, 2023 to March 31, 2024.
The methods and results of the audit are hereby reported as follows. Audit & Supervisory
Committee Members, Mr. Takayasu Okushima and Mr. Takamitsu Kumasaka, retired from theCompany as of June 28, 2023. Audit & Supervisory Committee Members, Mr. Akira Kiyota
and Mr. Shinichiro Ito, assumed the office on June 28 2023. With respect to audit matters
during the period prior to his assumption of office, he heard explanations from the incumbent
Audit & Supervisory Committee Members, reviewed important approval documents, andreceived reports from the Directors and the account auditors.

1.

Method of audit and the particulars thereof:(1)

With regard to the details of the resolutions of the Board of Directors regarding mattersprovided for in Article 399-13, paragraph 1, item 1 (b) and (c) of the Companies Act ofJapan, as well as the systems to secure the properness of business activities (internal
control systems), which was established pursuant to such resolutions, the Audit &Supervisory Committee periodically received from the Directors and employees, etc.
reports, requested explanations whenever necessary and expressed its opinions on thestate of formulation and operation thereof, as well as conducted audits in accordancewith the following methods.

(i)Pursuant to the rules of audits by the Audit & Supervisory Committee determined by
the Audit & Supervisory Committee, and in accordance with the audit policy, allocationof duties, etc., we attended important meetings in cooperation with the internal control
sections of the Company, received from the Directors and employees, etc., reports on
matters concerning the execution of their duties, requested explanations whenevernecessary, inspected important decision documents, etc., and made investigation into
the state of activities and property. With regard to the subsidiaries, we maintained
constant communication and exchanged information with the directors, audit &supervisory board members, etc. thereof, and required the subsidiaries to render reportson their business operations whenever necessary.

(ii) We monitored and verified whether the account auditors had maintained an independent
position and conducted adequate audits, and received from the account auditors reportson the state of execution of their duties and requested explanations whenever necessary.
In addition, we received from the account auditors a notice that the “systems to secureadequate execution of duties” (matters listed in each item of Article 131 of theOrdinance on Company Accounting) had been established in accordance with the“Standard for Quality Control Concerning Audits” (Business Accounting Council) andrequested explanations whenever necessary. In addition, we discussed major audit
considerations with the account auditors, received reports on the status of their audits,and requested explanations as necessary.
- 97 -

In accordance with such methods, we investigated the business report and its
supplementary schedules, the non-consolidated financial statements (the balance sheet, thestatement of income, the statement of changes in net assets and the related notes) and theiraccompanying supplementary schedules, as well as the consolidated financial statements (theconsolidated balance sheet, the consolidated statement of income, the consolidated statementof changes in net assets and the notes to the consolidated financial statements), for the fiscal
year under review.
2.

Results of audit:(1)

Results of audit of the business report, etc.:
We are of the opinion:(i)that the business report and its supplementary schedules present fairly the state of theCompany in accordance with laws and ordinances and the Articles of Incorporation;(ii) that in connection with the execution by the Directors of their duties, no dishonest act
or material fact of violation of laws or ordinances or the Articles of Incorporation
exists; and(iii) that the details of the resolutions of the Board of Directors on internal control systems
are proper and that the descriptions in the business report and the execution by the
Directors of their duties concerning such internal control systems contain nothing to be
pointed out.
(2)

Results of audit of the non-consolidated financial statements and their accompanying
supplemental schedules:

We are of the opinion that the method and results of the audit made by the accountauditors, Ernst & Young ShinNihon LLC, are proper.
(3)

Results of audit of the consolidated financial statements:

We are of the opinion that the method and results of the audit made by the accountauditors, Ernst & Young ShinNihon LLC, are proper.

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May 14, 2024
The Audit & Supervisory Committee
Fuji Media Holdings, Inc.

Kiyoshi Onoe
(seal)
Full-time Audit & Supervisory Committee Member

Takashi Wagai(seal)
Full-time Audit & Supervisory Committee Member

Note:

Yuzaburo Mogi
Audit & Supervisory Committee Member(seal)

Akira Kiyota
Audit & Supervisory Committee Member(seal)

Shinichiro Ito
Audit & Supervisory Committee Member(seal)

Audit & Supervisory Committee Members Messrs. Yuzaburo Mogi, Akira Kiyota andShinichiro Ito are Outside Directors as provided for in Article 2, item 15 and Article
331, paragraph 6 of the Companies Act of Japan.
- END -- 99 -