English Translation of Original JapaneseThis is a translation of the original notice in Japanese. In the event of any discrepancy, the original
notice in Japanese shall prevail.

ASAHI GROUP HOLDINGS, LTD.
(Securities Code: 2502)

March 5, 2012
Dear Shareholders:

NOTICE OF THE 88th ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the Annual General Meeting of Shareholders of Asahi Group
Holdings, Ltd. (the “Company”), which will be held as described below.
If you can attend the meeting, please submit the enclosed voting form directly at the meeting.
If you are unable to attend the meeting in person, you may exercise your voting rights via
either postal mail or Internet. Please review the attached “REFERENCE MATERIALS FOR
GENERAL MEETING OF SHAREHOLDERS,” and exercise your voting rights no later
than 5:30 p.m., March 26 (Monday), 2012 (JST) by following the “GUIDE TO
EXERCISING VOTING RIGHTS” on page 3.
1. DATE AND TIME

2. PLACE

March 27 (Tuesday), 2012, at 1:00 p.m. (JST)Banquet Room “Tsuru”
Main Banquet Floor of Hotel New Otani
4-1, Kioi-cho, Chiyoda-ku, Tokyo(Please note that if Banquet Room “Tsuru”
becomes full, you will be guided to anothervenue.)

3. PURPOSES
Items to Be Reported:
Business Report, Consolidated Financial Statements, Non-Consolidated Financial
Statements and reports of the audit results of the consolidated financial statements by
the Independent Auditor and the Board of Auditors for the 88th term, from January 1,
2011 to December 31, 2011.
Items to Be Resolved:
Item 1: Appropriation of surplus
Item 2: Election of eleven (11) Directors
Item 3: Election of one (1) Corporate Auditor
Sincerely,
Naoki Izumiya, President and Representative Director
ASAHI GROUP HOLDINGS, LTD.
23-1, Azumabashi 1-chome, Sumida-ku, Tokyo
1*Please see the additional notes on the following page.

On the day of the Meeting, please submit the voting form at the reception desk. Please also bring this Noticewith you, to help us preserve resources.
You are advised to arrive at the venue early, as the reception desk is expected to become extremely crowded
immediately before the commencement of the Meeting. (The reception desk will open at 11:30 a.m.)
Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding
proxy, person accompanying the shareholder) will not be allowed inside the venue.

Corrections to Reference Materials for General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Non-Consolidated Financial Statements, if any, will be posted on the Company’s
website (http://www.asahigroup-holdings.com/).

2

Guide to Exercising Voting Rights* The online voting site and Help Desk information are available only in Japanese.
Please exercise your voting right,
which is the right to participate in the Company’s management.
A voting right at the General Meeting of Shareholders is an important right that entitles
shareholders to participate in the Company’s management.
Please exercise your voting right by referring to the following three methods.
Attending the General Meeting of Shareholders in person
Please submit the voting form at the reception desk at the venue.
Voting via Postal Mail
Please indicate your consent/dissent concerning the items shown on the voting form, and sendback the form so that it will arrive no later than 5:30 p.m., March 26 (Monday), 2012 (JST).
Voting via Internet(1) Accessing the voting site
Online voting is available only by accessing the website noted below. This site may be accessedfrom a computer or a cellular phone.
Online voting site: http://www.webdk.net* If your cellular phone is equipped with a barcode reader, you
may use the two-dimensional code at right in order to access theonline voting site. For more detailed information on thatprocedure, please refer to your cellular phone’s user manual.
(2) Entering your “voting code” and “password”
Enter the voting code and password indicated on the voting form. Then indicate yourconsent/dissent concerning each item by following the instructions displayed on the screen.
Any costs related to connecting to a shareholder’s Internet provider, as well as communication
charges (including telephone charges) for accessing the online voting site, shall be borne by theshareholder.
Shareholders who wish to receive notices of shareholders’ meetings by e-mail beginning with
the next meeting may so register on the online voting site noted below. Please note that the sitecannot be accessed via cellular phone. Thank you for your understanding.
E-mail address registration site: http://www.webdk.net/mail
Deadline for Exercising Voting Rights via the Internet
No later than 5:30 p.m., March 26 (Monday), 2012 (JST)(Day before the General Meeting of Shareholders)Q. What happens if I exercise my voting right not only via postal mail but also via the Internet?
A. If you exercise your voting right in duplicate (i.e., voting online as well as voting by using
the voting form), only the online vote will be counted.
Q. I can exercise my voting right online more than once. Will all my voting attempts beconsidered valid?
A. If you exercise your voting right online more than once or in duplicate (voting via PC andvoting via cellular phone), only the most recent vote will be counted.

3

System Requirements for Online Voting
The following system environments are required for accessing the online voting site.
(1) Internet access(2) When voting via PC, Microsoft® Internet Explorer version 6.0 or newer as browser software,and compatible hardware.
(3) When voting via cellular phone, a 128-bit SSL communication (encrypted communication)compatible model. (For security purposes, only 128-bit SSL communication compatible
cellular phones can access the online voting system. Other models are not compatible withthis system. Please also note that while voting via smartphones and other cellular phones
with full browser functionality is supported in principle, we cannot guarantee compatibility
with all available models.)(Microsoft is a registered trademark of Microsoft Corporation in the United States and othercountries.)

Inquiries for Online Voting
Please contact the following Help Desk for inquiries about online voting.
Agent for Shareholder Registry Management:
The Sumitomo Trust & Banking Co., Ltd.
Stock Transfer Agency Department (Help Desk)
Phone (toll-free within Japan): 0120-186-417 (9:00 a.m. to 9:00 p.m.)* The online voting site and Help Desk information are available only in Japanese.

4

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS
Agenda Items and Reference Information
Item 1: Appropriation of surplus
The Company proposes the appropriation of surplus in the following manner:
1. Year-end dividends
As Asahi Group’s holding company, the Company places priority on returning profit toshareholders and adheres to a basic policy of implementing returns to shareholders with thebusiness performance taken into account while seeking enhanced profitability and stronger
financial conditions of the Group. The Company continues to strive to ensure sustainable andstable dividend payments while fulfilling the benchmark of 20% in the consolidated payout ratio.
Based on this policy and taking into consideration a variety of factors, including the Company’s
consolidated financial condition and achievement for the fiscal year under review, the Company
proposes a year-end dividend of ¥13.50 per share, as follows:(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥13.50 per share of common stock
Total amount of payout: ¥6,286,084,137
Since the Company previously paid out ¥11.50 per share as an interim-period dividend, the total
dividend for the fiscal year under review will amount to ¥25.0 per share, which is a dividend
increase of ¥2.0.
(3) Effective date of dividend payment
March 28, 2012
2. Other appropriation of surplus
The Company proposes that surplus be invested and otherwise used to enhance its corporate
value, and be appropriated as follows in order to strengthen the management base for aggressive
business development going forward.
(1) Surplus account showing an increase, and the amount of such increase
General reserves:¥10,000,000,000(2) Surplus account showing a decrease, and the amount of such decrease
Retained earnings carried forward:¥10,000,000,000

5Item 2: Election of eleven (11) Directors
At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all the
Directors will expire. The Company therefore asks the shareholders to elect eleven (11)Directors.
The candidates for the position of Director are as follows. Among these, the candidates for
position for Outside Director meet the requirements for independent directors/auditors as
defined by the Tokyo Stock Exchange and the Osaka Securities Exchange.

CandidatenumberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1965

Entered the Company

Mar. 1997

Director, General Manager of
Fukuoka Branch

Sep. 1997

Director, Senior General
Manager of Kyushu Regional
Headquarters

Mar. 2000

Managing Corporate Officer,
Senior General Manager ofKyushu Regional Headquarters

Oct. 2000

Managing Corporate Officer,
Senior General Manager ofKanshin-etsu Regional
Headquarters

Mar. 2002

Senior Managing Corporate
Officer, Senior General Manager
of Kanshin-etsu Regional
Headquarters

1
HitoshiOgita(January 1,
1942)

Sep. 2002

Corporate Officer, Vice
President of Asahi Soft Drinks
Co., Ltd.

Mar. 2003

President and Representative
Director of Asahi Soft Drinks
Co., Ltd.

Mar. 2006

President and Representative
Director of the Company

Mar. 2010

Chairman of the Board andRepresentative Director(to the present)<Important concurrent positions>
Outside Director of Imperial Hotel, Ltd.

6

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

48,000

Reappointment

Candidate
numberName(Date of birth)

2

Naoki
Izumiya(August 9,
1948)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1972

Entered the Company

Mar. 2000

Corporate Officer, Senior
General Manager of GroupManagement Strategy
Headquarters

Oct. 2000

Corporate Officer, Senior
General Manager of Strategy
Planning Headquarters

Sep. 2001

Corporate Officer, Deputy
General Manager of Shutoken
Regional Headquarters, General
Manager of Tokyo BranchMar. 2003

Director

Mar. 2004

Managing Director

Mar. 2006

Managing Director, Managing
Corporate Officer, Senior
General Manager of Liquor Sales& Marketing Headquarters

Mar. 2009

Senior Managing Director,
Senior Managing Corporate
OfficerMar. 2010

President and Representative
Director

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

42,300(to the present)

7

Reappointment

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1972

Entered the Company

Mar. 2000

Corporate Officer, Senior
General Manager of Quality
Development Headquarters

Sep. 2001

Corporate Officer, Senior
General Manager of SCM
Headquarters

Sep. 2002

Corporate Officer

Sep. 2003

Corporate Officer, Senior
General Manager of Strategy
Planning Headquarters

Oct. 2005

Corporate Officer

Mar. 2006

Director, Corporate Officer

Kazuo
Motoyama

Mar. 2007

Managing Director, Managing
Corporate Officer(March 14,
1950)

Mar. 2009

Senior Managing Director,
Senior Managing Corporate
OfficerMar. 2010

Executive Vice President andRepresentative Director

3(to the present)<Important concurrent positions>
Director of Asahi Soft Drinks Co., Ltd.
Director of LB Co., Ltd.
President and Representative Director of
Asahi Professional Management Co., Ltd.

8

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

40,000

Reappointment

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1975

Entered the Company

Mar. 2005

Corporate Officer, Senior
General Manager of Product &Technology Development
Headquarters

Oct. 2007

Corporate Officer, Senior
General Manager of Research &Development Headquarters for
Alcoholic Beverages

Jul. 2008

Corporate Officer, Senior
General Manager of Research &Development Headquarters

Mar. 2009Managing Corporate Officer,
Senior General Manager ofResearch & Development
Headquarters

4

Katsuyuki
KawatsuraMar. 2010

Managing Director, Managing
Corporate Officer, Senior
General Manager of Research &Development Headquarters

Mar. 2011

Managing Director, Managing
Corporate Officer, Senior
General Manager of Research &Development Headquarters,
Senior General Manager of
Production Headquarters

Jul. 2011

Managing Director, Managing
Corporate Officer(October 1,
1950)(to the present)

9

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

10,100

Reappointment

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1978

Entered the Company

Mar. 2006

Corporate Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Sales
Department

Sep. 2006

Corporate Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Beer
Category Department

Sep. 2008

Corporate Officer, Senior
General Manager of Sales
Headquarters

Mar. 2009

Director, Corporate Officer,
Senior General Manager of
Liquor Sales & Marketing
Headquarters

5

Toshihiko
Nagao

Mar. 2011

Managing Director, Managing
Corporate Officer, Senior
General Manager of Liquor Sales& Marketing Headquarters

Jul. 2011

Managing Director, Managing
Corporate Officer(July 21,1954)

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

11,300

Reappointment

6,900

Reappointment(to the present)<Important concurrent positions>
Director of Asahi Food & Healthcare Co., Ltd.
Director of Wakodo Co., Ltd.
Director of Amano Jitsugyo Co., Ltd.
Director of Asahi Professional Management
Co., Ltd.
Apr. 1978

Entered the Company

Mar. 2008

Corporate Officer, Senior
General Manager of Shikoku
Regional Headquarters

Sep. 2009

Corporate Officer, Senior Deputy
General Manager of International
Headquarters

6

ToshioKodato(September
20, 1954)

Mar. 2010

Director, Corporate Officer,
Senior General Manager ofInternational Headquarters

Jul. 2011

Director, Corporate Officer(to the present)

10

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1975

Entered the Company

Sep. 2001

Corporate Officer

Mar. 2003

Managing Director, Senior
General Manager, Planning
Division of Asahi Soft Drinks
Co., Ltd.

Mar. 2006

Senior Managing Director,
Senior General Manager,
Planning Division of Asahi Soft
Drinks Co., Ltd.

7

Akiyoshi
Koji(November 8,
1951)

Mar. 2007

Managing Director, Managing
Corporate Officer of theCompany

Jul. 2011

Director(to the present)<Important concurrent positions>
President and Representative Director of
Asahi Breweries, Ltd.

11

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

13,200

Reappointment

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Jul. 1969

Joined staff of Prime Minister’s
OfficeOct. 1985

Councilor of Cabinet Secretariat

Jul. 1989

Director of Consumer Statistics
Division, Statistics Bureau,
Management and Coordination
AgencyApr. 1995

Vice-Governor of Saitama
Prefecture

Jun. 1998

Consul General of Brisbane,
Australia

Jan. 2001

Director General of Gender
Equity Bureau, Cabinet Office

Oct. 2003

Director of Showa Women’s
University

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate(to the present)
Apr. 2007

President of Showa Women’s
University(to the present)

8

MarikoBando(August 17,
1946)

Mar. 2008

Director of the Company(to the present)<Important concurrent positions>
President of Showa Women’s University
Director of Showa Women’s University
Director of The Institute of Women’s Culture,
Showa Women’s University
Chairman of the Board of Rural Women
Empowerment and Life Improvement
Association
Outside Director of Asahi Mutual Life
Insurance Company―

Candidate for
OutsideDirector
Reappointment<Remarks>
Number of years of service as Director:
4 years (at the conclusion of this Annual
General Meeting of Shareholders)
Attendance at Board of Directors meetings:
Attended all 12 meetings held

<Notes on Candidate for Outside Director>
 Reasons for recommending Mariko Bando as a candidate for Outside Director
Mariko Bando has a wide range of knowledge as an educator in addition to her diverse experience inpublic administration. To provide the Company with the benefit of this experience and knowledge,
the Company recommends her election to the Board as an Outside Director.
Although Mariko Bando has not been involved in company management other than as an outside
director or an outside auditor, the Board has concluded that she will be able to perform her duties as
an Outside Director of the Company based on the reasons noted above.
12

In cases in which the candidate has served during the past five years as an outside director or an
outside corporate auditor of other companies, records of inappropriate actions by these companies
during the candidate’s terms of office therein, steps taken by the candidate to prevent such
inappropriate actions, or responses taken by the candidate to deal with such actions after theiroccurrence.
Asahi Mutual Life Insurance Company, where Mariko Bando also serves as an outside director,
received a business improvement order from the Financial Services Agency (FSA) on July 3, 2008
regarding its inadequate management of payments of insurance claims, etc., based on Paragraph 1,
Article 132 of the Insurance Business Act. This followed an overall review of its payments of
insurance claims and benefits during a five-year period (from fiscal 2001 to fiscal 2005), throughwhich it was revealed that there had been failures in adequate payments of insurance claims. (Of note,
FSA retracted said business improvement order against Asahi Mutual Life Insurance Company
effective December 16, 2011, as adequate improvement measures were deemed to have been taken.)
Although Ms. Bando was not involved in the case in question, she has fulfilled her responsibilities by
speaking out in favor of measures to prevent a recurrence of similar problems.

13

Candidate
numberName(Date ofbirth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Jan. 1971

Senior Fellow of Kokumin
Keizai Research InstituteApr. 1997

President of the 21st Century
Public Policy InstituteApr. 2007

President of Center forInternational Public Policy
StudiesNumber ofshares in the
Company
owned by thecandidateNotes toAppointment(to the present)
Mar. 2009

Director of the Company(to the present)

9<Important concurrent positions>
President of Center for International Public
Naoki
Policy Studies
TanakaChairman of Postal Services Privatization(September
Committee
1, 1945)<Remarks>
Number of years of service as Director:
3 years (at the conclusion of this Annual
General Meeting of Shareholders)―

Candidate for
OutsideDirector
Reappointment

Attendance at Board of Directors meetings:
Attended all 12 meetings held

<Notes on Candidate for Outside Director>
 Reasons for recommending Naoki Tanaka as a candidate for Outside Director
Naoki Tanaka has a great deal of experience as a member of government councils and broad
knowledge as a specialist deeply versed in economic policy. The Company thus recommends hiselection to the Board as an Outside Director to provide the benefit of this experience and knowledge
to the management of the Company.

14

Candidate
numberName(Date of birth)

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1966

Entered Asahi Chemical
Industry Co., Ltd. (present
Asahi Kasei Corporation)

Jun. 2001

Director

Feb. 2003

Managing Director

Jun. 2003

Director, Primary Executive
Officer

Apr. 2006

Director, Vice President
Executive Officer

Apr. 2010

Representative Director,
Chairman

Number ofshares in the
Company
owned by thecandidate(to the present)
Mar. 201110

IchiroIto(July 6, 1942)

Director of the Company(to the present)

1,000

Notes toAppointment

Candidate for
OutsideDirector
Reappointment<Important concurrent positions>Representative Director, Chairman of Asahi
Kasei Corporation<Remarks>
Number of years of service as Director:
1 year (at the conclusion of this Annual
General Meeting of Shareholders)
Attendance at Board of Directors meetings*:
Attended 9 out of 10 meetings held
* Since being appointed on March 25, 2011

<Notes on Candidate for Outside Director>
 Reasons for recommending Ichiro Ito as a candidate for Outside Director
Ichiro Ito would bring a wealth of company management experience and insight into a broad range
of issues to the management of the Company. The Company thus recommends his election to theBoard as an Outside Director.

15

Candidate
numberName(Date of birth)

11

Career summary, positions and areas of
responsibility in the Company, and significant
concurrent positions held by the candidate

Apr. 1980

Entered the Company

Apr. 2007

Senior Officer, Senior Deputy
General Manager of Marketing
Headquarters, General Manager
of Product Development
Department I

Mar. 2009

Corporate Officer, Senior General
Manager of Marketing
Headquarters, General Manager
of Product Development
Department I

Sep. 2010

Corporate Officer, Senior General
Manager of Marketing
Headquarters

Jul. 2011

Director, Corporate Officer,
Senior General Manager ofMarketing Headquarters of Asahi
Breweries, Ltd.

Shiro
Ikeda
(November
25, 1956)

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

4,600

New candidate(to the present)<Important concurrent positions>
Director, Corporate Officer of Asahi
Breweries, Ltd.
Notes:
1. None of the candidates for Directors has any special interest in the Company.
2. Regarding agreements limiting the liability of Outside Directors
To enable him/her to contribute fully in his/her role as an Outside Director, the Company has entered into
agreements with Mariko Bando, Naoki Tanaka and Ichiro Ito that limit his/her liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of these agreements, theirrespective liabilities are limited to ¥20 million or to the minimum limited amount stipulated by applicablelaws and regulations, whichever is higher. If this agenda item is approved as submitted, the current
agreements will be extended.

16

Item 3: Election of one (1) Corporate Auditor
At the conclusion of this Annual General Meeting of Shareholders, the term of office of
Yoshifumi Nishino, Corporate Auditor, will expire. The Company therefore asks theshareholders to elect one (1) Corporate Auditor.
The candidate for the position of Corporate Auditor is as follows.
This proposal is submitted with the prior consent of the Board of Auditors.

Name(Date of birth)

Yoshihiro
Tonozuka

Career summary, positions, and significant concurrent
positions held by the candidate

Apr. 1975

Entered the Company

Oct. 2005

President and Representative Director of
LB Co., Ltd. (Tokyo)

Mar. 2010

Director and Corporate Officer of theCompany(to the present)(June 5, 1951)
Note:
The candidate for Corporate Auditor has no special interest in the Company.

17

Number ofshares in theNotes toCompany
Appointment
owned by thecandidate

4,100

New candidate

BUSINESS REPORT
From January 1, 2011 to December 31, 2011

1. Overview of Operations of the Asahi Group(1) Business Progress and Results
During the fiscal year under review, the global economy showed weakness inrecovery due to the escalation of Europe’s sovereign debt problem and the low growthof the US economy, despite solid performance of the Asian economy driven by China.
The situation in the Japanese economy remained tough due to the impact of theslowdown of overseas economies, the persistently strong yen, and other such factors,
even though improvements had been observed in the second half of the year as a resultof reconstruction demand following the Great East Japan Earthquake.
Against this backdrop, the Asahi Group engaged in group-wide global management
aimed at further enhancing its corporate value in 2011, the second year of “MediumTerm Management Plan 2012”. The Company also strengthened business platforms
through clarification of the roles and responsibilities, and sought specialization of eachbusiness segment, by its transition to a pure holding company structure effective July 1,
and achieved dramatic growth through aggressive allocation of resources to emerging
areas both at home and overseas.
As a result, the Asahi Group posted net sales of ¥1,462,736 million, a year-on-year
decrease of 1.8%. Operating income increased by 12.4% year-on-year to ¥107,190
million, and recurring profit rose by 9.7% to ¥110,909 million. Net income totaled¥55,093 million, an increase of 3.8% compared with the previous year.
The following provides an overview of the Group’s operations by business segment
for the term under review.

18

■ Business performance of Asahi Group

Overview by Business Segment for 88th Term
■ Asahi Group Breakdown of Net Sales

Million yen, except percentagesthSegmentth

87 term2010

88 term
2011(under review)

Change inamountChange inpercentage

Alcoholic Beverages¥966,330¥921,657¥ (44,673)

Soft Drinks

306,718

324,782

18,063

5.9

Foods

95,44098,0332,593

2.7

International Operations

97,673

94,219(3,454)(3.5)

Other Businesses

23,29724,043746

Total¥1,489,460
Note: The above figures exclude intra-Group sales.

¥1,462,736¥ (26,724)

19(4.6)%

3.2(1.8)%

Main products: Beer, happoshu (low-malt beer), new genre (malt-type), shochu, low-alcohol
beverages, whisky and other spirits, wine, etc.

In its alcoholic beverages business, Asahi Breweries, Ltd. made efforts to expand
overall demand as a means of enhancing the value of existing brands and offering
original value in this market through building customer trust and affinity. It also
pursued reforms to build a solid earnings base immune to the effects of changes in themarket environment, by minimizing fixed costs and reducing raw materials costs.
- Beers and Beer-type Products BusinessIn the beer sector, Asahi Breweries, Ltd. worked to bolster the strength of its“Asahi Super Dry” brand by taking aggressive marketing measures. Its efforts included
deploying “Asahi Super Dry Extra Cold” to be consumed at subzero temperatures – thatis, between -2°C and 0°C – by such means as expanding bases for sending informationand developing and introducing dispensers with small footprints, and continuing to
execute its environmental protection initiative (the “Refreshingly Sustainable” project)under which it donates a portion of its proceeds from sales to regional organizations
throughout the country that are dedicated to preserving Japan’s natural and cultural
assets.
In the happoshu sector, Asahi Breweries made such efforts as boosting the qualityof “Asahi Style Free,” its ground-breaking “zero-carbohydrate” product, amid ashrinking market, which resulted in better performance than in the previous year.
In the new-genre sector, Asahi Breweries directed its efforts in flagship brand“Clear Asahi” including engaging in consumer campaigns tied with advertisements, as aresult of which sales volume rose for the fourth consecutive year since its release. In
July, it released the zero-carbohydrate “Asahi Blue Label”, and endeavored to establish
it as a leading product together with “Asahi Off” in the growing “new genre (malttype)” segment.
20

Among “Asahi” brand products overseas, the South Korean variety ranked No. 1 inmarket sales volume of imported beer, thanks to aggressive sales promotion activities,
while in Malaysia, a licensing agreement was concluded for “Asahi Super Dry” with
Carlsberg Brewery Malaysia Berhad in November, boosting the presence of Asahi
Breweries especially in the Asia and Oceania region.
- Shochu, Low-Alcohol Beverages, Whisky and Other Spirits, and Wine BusinessIn the shochu sector, Asahi Breweries, Ltd. worked to improve the brand value ofthe “Kanoka” brand that had been renewed in August, and engaged in sales promotion
activities aggressively for products for on-site sales, focusing on “Honkaku Imo-Jochu
Satsuma Koku-Murasaki”, which uses a rare variety called “Akemurasaki”.
In the low-alcohol beverages sector, Asahi Breweries made brand cultivation
efforts for “Asahi Slat”, “Asahi Cocktail Partner”, and “Asahi Sparx”. In addition tothese, it endeavored to generate demand among a wide range of consumers, such as
releasing a new variety of “Asahi Chu-hi Kajitsu-no-Shunkan” with a full-strength
tangerine flavor.
In the whisky and other spirits sector, sales of the core brand “Black Nikka Clear”
continued to expand for the fifth consecutive year, thanks to renewal efforts andconsumer campaigns. In April, “Nikka Taketsuru 21-Year Pure Malt” won accolades atthe “World Whiskies Awards (WWA) 2011”* as the world’s best blended malt whisky.
This was the third straight year that the whisky won this prize, and the fourth timeoverall.
In the wine sector, efforts made by Asahi Breweries for domestic wine included
releasing “Rela” (which highlights its easy-to-drink taste and the convenience of PET
bottles) in May, and increasing the penetration of the “Sainte Neige” brand. In imported
wines, efforts were made to expand sales by taking advantage of the diverse productlineup, such as “Louis Latour”, and “Vina Albali” released in August.
In a reflection of the decrease in the sales volume of beer and beer-type beverages
owing to the impact of the Great East Japan Earthquake, net sales recorded in thealcoholic beverages business segment decreased by 4.6% year-on-year to ¥921,657
million. However, operating income rose by 15.8% year-on-year to ¥101,025 million,
primarily due to efforts to minimize fixed costs, especially advertising and sales
promotion expenses.

*

The WWA is an international competition exclusively for whiskies andsponsored by the specialized UK publication Whisky Magazine.

21

Main products: Carbonated drinks, coffee, tea, mineral water, fruit drinks, sport drinks, etc.

In the soft drinks business, Asahi Soft Drinks Co., Ltd. pursued a growth strategy
and structural reforms as key strategies to realize dramatic growth in this sector.
With the merchandise strategy at the heart of the growth strategy, efforts havefocused on channeling marketing resources in order to continuously strengthen anddevelop key brands such as “MITSUYA”, “WONDA”, and “Asahi Juroku-Cha”.
Meanwhile, Asahi Soft Drinks also directed its efforts at invigorating “Bireley’s”,“Wilkinson” and other long-selling brands, and enhanced the production anddistribution systems of “Rokko no Oishii Mizu” to meet increased demand of mineralwater following the Great East Japan Earthquake.
Restructuring efforts in this segment targeted quality improvements and further
earnings structure reforms. Its efforts included reduction of raw materials costs, andimprovements in production and logistics efficiency were sought by switching to inhouse manufacturing of PET bottles and reducing the weight of the bottles.
LB Co., Ltd. absorbed and merged with LB Co., Ltd. (Nagoya) in January, with theaim of establishing growth and earnings structures by building a growth strategy
through the development of sales and transaction channels and by consolidating
overlapping functions of back-office divisions.
In the mainstay tea category of chilled soft-drink operations, efforts to establish thesolid status of tea among convenience stores resulted in a steady expansion of market
share.
In a reflection of the significant increase in sales volume at Asahi Soft Drinks Co.,
Ltd., the soft drinks business segment posted net sales of ¥324,782 million, a gain of22

5.9% compared with the previous year. Operating income increased by 36.7% from theprevious year to ¥11,389 million, due to the increase in sales volume and the reduction
in costs, some of which was attributable to the higher ratio of PET bottles manufactured
in-house.

Main products: Confectionery, nutritional snacks, supplements, quasi-drugs, powdered baby
milk, baby foods, freeze-fried miso soup, etc.

In the foods segment, Asahi Food & Healthcare Co., Ltd. worked to lay thegroundwork for further growth by expanding sales and establishing safe and reassuring
brands.
Asahi Food & Healthcare engaged in aggressive advertising expansion and sales
promotion initiatives for such mainstay brands as “MINTIA” breath mints, nutritional
snacks “BALANCEUP” and “Ippon Manzoku Bar”, yeast-derived quasi-drug “EBIOS”
tablets, “Dear-Natura” dietary supplements and “Slim Up Slim” dietary aids. It also
tapped domestic and overseas markets for seasonings including high-value-added yeast
extracts.
In line with its management policy of taking on the challenge to attain further
growth, Wakodo Co., Ltd. pursued a strategy of reinforcing and expanding its operating
base.
Sales of the “Goo-Goo Kitchen” baby food line, etc. were brisk, driven by the
deployment of products with “infant-safe quality” that meet customers’ requirements
for safe and reassuring products. In the original equipment manufacturing (OEM) of
household powdered drinks, sales dramatically increased as a result of gaining newcustomers.
In other segment developments, Amano Jitsugyo Co., Ltd. focused on business23

expansion and increasing its profitability with the aim of dominating the Japanesemarket for freeze-dried foods.
In distribution sales operations, there was an increase in mass retailers carrying
mainstay freeze-dried miso soup products, “Nyumen”, “Chiisame Donburi”, etc., while
in mail-order sales operations, the number of subscribers steadily increased due to theeffects of aggressive advertising.
In a reflection of Group companies’ efforts to enhance their mainstay product brands,
net sales in the foods segment amounted to ¥98,033 million, a gain of 2.7% compared withthe previous year. Operating income increased by 15.7% from the year before to ¥4,157
million, thanks to the reduced burden of goodwill amortization, which offset the huge
impact of the Great East Japan Earthquake on production and logistics systems.

Main products: Beer, carbonated drinks, sports drinks, mineral water, fruit drinks, etc,

In the international operations segment, existing businesses were reorganized to
improve profitability, while efforts were made to execute growth strategies such as
aggressively investing in new businesses focusing on Asia and Oceania.
In the China business segment, efforts to boost profitability were made, such as
reorganizing the alcoholic beverages business in China by transferring the entire equity
interest in Hangzhou Xihu Beer Asahi Co., Ltd. and Zhejiang Xihu Beer Asahi Co., Ltd.
held by the Company to China Resources Snow Breweries (China) Investment Limited,in addition to increasing the production of Tsingtao-brand products under contract,
based on enhancements to the strategic partnership with Tsingtao Brewery Co., Ltd.
In the Oceania business segment, Schweppes Australia Pty Limited bolstered thestrength of its brands by concentrating its marketing resources on flagship brands,
24

improved production and procurement efficiency and made other such efforts toenhance its earnings structure. Efforts were also made to establish a robust businessstructure in the region, including adding Australian beverage company P&N Beverages
Australia Pty. Limited (current Asahi Beverages Australia Pty Ltd) and Australia/New
Zealand-based alcoholic beverages company Independent Liquor Group to the list of
subsidiaries, as well as enhancing the holding company function of Asahi Holdings(Australia) Pty Ltd, a subsidiary overseeing the Oceania region.
In the Southeast Asian business segment, efforts were made to build an operatingbase in Southeast Asia where growth is expected to continue into the future on the backof population growth and economic progress, including acquiring Malaysia’s second
largest soft drinks company Permanis Sdn. Bhd. in November.
In a reflection of sales of Haitai Beverage Company, Limited of South Korea being
excluded from the scope of consolidation as a result of being sold in January, which offset
the sales contribution from newly consolidated subsidiaries, net sales generated byinternational operations amounted to ¥94,219 million, a decline of 3.5% compared withthe previous year. Operating loss improved by ¥2,225 million over the previous year to aloss of ¥2,912 million, owing to such factors as improved profitability of the alcoholic
beverages business in China and the sale of Haitai Beverage Company, Limited.

Main services:

Cargo transportation, insurance agency, etc.

In the other businesses segment, net sales increased by 3.2% year-on-year to¥24,043 million, thanks to the expansion of cargo transportation and insurance agency
businesses. However, operating income decreased by 33.7% year-on-year to ¥759
million, due to the increase in cargo transportation costs associated with the disruptionof infrastructure as a result of the impact of the Great East Japan Earthquake.
25

(2) Financial and Profit/Loss Indicators

Net sales (million yen)

88th term
2011

85th term
2008

86th term
2009

87th term
2010(under review)

1,462,747

1,472,468

1,489,460

1,462,736

Operating income (million yen)

94,52082,777

95,349107,190

Recurring profit (million yen)

96,47490,546

101,142

110,909

Net income (million yen)

45,01447,64453,08055,093

Earnings per share (yen)96.31

102.49114.10118.36

Total assets (million yen)

1,299,058

1,433,652

1,405,358

1,529,907

Net assets (million yen)

534,627

577,702612,670643,798

Net assets per share (yen)1,122.13

1,233.25

1,315.51

1,378.19

Note: Earnings per share are calculated based on the average total number of shares outstanding during
the term. Net assets per share are calculated based on the total number of shares outstanding at
term-end. The number of shares outstanding is exclusive of treasury stock.

(3) Capital Investment Activities
Consolidated capital expenditures in the year under review totaled ¥40,225 million,
the segment breakdown of which is as follows. A large portion of the capital
expenditures represented investments made to upgrade existing facilities and implement
energy conservation measures. In addition to these, Akashi Plant of Asahi Soft Drinks
Co., Ltd. carried out new construction and expansion work, etc. for the manufacturing
facility for soft drinks in the amount of ¥4.8 billion.
Amount of capital expenditure

Business segment(Million yen)

Alcoholic Beverages

11,157

Soft Drinks

17,773

Foods

6,090

International Operations

4,380

Other Businesses

90

Company-wide (common)

734

Total

40,22526

(4) Financing Activities
The Company financed the capital investments detailed in item (3) above and othercapital requirements through loans from financial institutions and the issuance ofcommercial paper. On October 21, 2011, furthermore, the Company issued its 1st seriesof unsecured bonds (5-year, ¥30 billion bond issue) and 2nd series of unsecured bonds(7-year, ¥20 billion bond issue) to pay back short-term borrowings received as funds foracquiring stocks of Asahi Holdings (Australia) Pty Ltd and Asahi Group Holdings
Southeast Asia Pte. Ltd.
Funds required for Asahi Group companies’ businesses are primarily sourced by
the Company.

(5) Status of Principal Lenders(As of December 31, 2011)

Outstanding balance

Lender(Million yen)

Sumitomo Mitsui Banking Corporation

36,003

Mizuho Corporate Bank, Ltd.

18,771The Sumitomo Trust & Banking Co., Ltd.

14,640

The Norinchukin Bank

11,400

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

10,15127

(6) Management Perspectives
Long-Term Vision 2015
Striving for transforming the bounty of nature into the “Kando” (joy andsatisfaction) of food while becoming a trusted company with global quality● The Group aims to increase sales to ¥2 - 2.5 trillion and join the ranks of the top
ten global food companies by size.
● The Group aims to increase its EBITDA margin to 12% or more.

28

Asahi Group Holdings, Ltd. will strive to enhance its domestic businessplatforms as a springboard for fulfilling its “Long-Term Vision 2015”, including
improving the profitability of its businesses and enhancing its strengths incraftsmanship based on safe and reassuring products in 2012, the final year of the“Medium-Term Management Plan 2012”. The Company will also continue
working on building a business portfolio that can achieve sustained growth byacquiring international platforms for growth. Additionally, the Company will seek
to boost the enterprise value of the Group as a whole by formulating growthstrategies that enable group synergies to be demonstrated, including synergies withnew business platforms that have been acquired at this time, and by properly
allocating resources while making decisions faster than ever before.
Alcoholic Beverages BusinessAsahi Breweries, Ltd. will endeavor to expand overall demand by creating andproposing value sought by customers, and work on reforming its earnings structure.
In the beers and beer-type products business, value sought by customers will be
proposed, and efforts will be directed at the sales of flagship brands “Asahi Super Dry”,“Clear Asahi” and “Asahi Style Free”, under the banner of “Re-Genki” (signifying“rejuvenating Japan”).
In regards to “Asahi” brand products overseas, success stories as exemplified bybrisk sales in South Korea, etc. will be replicated in other countries and regions while
enhancing collaboration with existing local partners, with the aim of raising brandawareness focusing on “Asahi Super Dry” worldwide and thereby expanding sales
volume.
In the shochu, low-alcohol beverages, whisky and other spirits and wine categories,
greater market presence will be sought by making efforts to develop and enhance core
brands in each category, while working to improve profitability.
Furthermore, efforts will be made to stimulate the beer-taste beverages market, withthe release of “Asahi Dry Zero”, characterized by its crispness and smooth aftertaste, inFebruary.
In addition to the above, a stable product supply structure will be developed toresolve electricity shortage concerns that became prominent following the Great East
Japan Earthquake by installing in-house power generation facilities in plants, andimproved efficiency will be sought by consolidating production functions.

29Soft Drinks BusinessAsahi Soft Drinks Co., Ltd. is committed to further accelerating growth bypushing ahead with growth strategies in the water business, invigorating long-sellingbrands and creating new demand, while enhancing its brands to establish solid status ineach category with a focus on “WONDA”, “MITSUYA”, and “Asahi Juroku-Cha”.
Asahi Soft Drinks also aims to keep quality assurance as viewed through the eyes of thecustomer at the highest possible levels and to attain a greater degree of perfection in
optimizing its production and logistics systems in the quest to become the industry
leader in terms of cost competitiveness.
LB Co., Ltd. is seeking to generate synergies from the merger and build an
earnings structure while proposing added value unique to chilled soft-drinks tocustomers by developing new products in its mainstay tea category, etc. In view ofchanges in the future business environment, LB will also start working on the
reorganization of its production system for chilled soft-drinks and strive to realize thestable supply of products at low cost.

Foods BusinessAsahi Food & Healthcare Co., Ltd. aims to expand sales by further enhancing
existing products and developing new products in the growing businesses ofconfectionery, health foods and seasonings, and also by developing new markets. In
addition, Asahi Food & Healthcare will work to realize a structure capable ofconsistently generating profits and a business platform that is sound, dependable, andresilient in the face of change.
Wakodo Co., Ltd. will strive to further enhance its powerful position in existing
businesses focused on powdered baby milks and baby foods by launching new products
and engaging in aggressive operating activities. Wakodo will also make efforts in new
businesses to build overseas operations centering on Asia, and enhance its productlineup and expand its operations targeted at seniors by taking advantage of its wealth oftechnologies.
Amano Jitsugyo Co., Ltd. is committed to engaging in aggressive advertising in
mail-order sales operations, and enhancing production facilities to meet the increased
sales volume of freeze-dried products, which are performing strongly. In addition tothese, Amano Jitsugyo is working to develop and cultivate core products that will
follow the paths of freeze-dried products and expand its marketing network, to achieve
dramatic growth in the years ahead.

30

International Operations
In the China business, the Company is committed to assisting the growth strategies
of Tsingtao Brewery Co., Ltd. in the fields of production and product development byenhancing its partnership with Tsingtao Brewery, while improving profitability by suchmeans as boosting the strength of brands of the Company’s subsidiaries and increasing
the production of Tsingtao-branded products under contract. Furthermore, Tingyi-Asahi
Beverages Holding Co., Ltd., a Group affiliate accounted for by the equity method, willfurther bolster its status in the Chinese soft drinks market where competition is
becoming increasingly fierce, by manufacturing and marketing Pepsi-brandedcarbonated drinks as well as non-carbonated drinks such as “Gatorade” and “Tropicana”
in China (except Hong Kong, Macau and Taiwan) based on the strategic allianceagreement concluded with PepsiCo, Inc.
In the Oceania business, holding company Asahi Holdings (Australia) Pty Ltd willplay a central role in reorganizing subsidiaries in the Oceania region, consolidating andstandardizing operations and make other such efforts to maximize synergies and achieve
further growth.
In the Southeast Asia business, Permanis Sdn. Bhd. will seek to attain growth
independently by making aggressive marketing investments especially in key brands, aswell as further expanding business platforms in Southeast Asia with Permanis at thecore.

In accordance with “Medium-Term Management Plan 2012”, the Asahi Groupintends to strengthen all of its brands and increase its profitability through optimizing its
finances and implementing a cash flow strategy aimed at increasing total enterprisevalue. Creating a stronger base for future growth is the Group’s top priority. To this end,
it plans to investigate and actualize opportunities for strategic business investments andalliances, both in Japan and abroad. The Group will adopt a flexible approach withrespect to the allocation of funds in order to return cash flows to shareholders and create
additional corporate value.
The Group cordially requests shareholders’ continuing encouragement and support.

31

(7) Principal Subsidiaries
Company name

CapitalShareholdings(Million yen)(%)

Main operations

Asahi Breweries, Ltd.

20,000100.0

Asahi Soft Drinks Co., Ltd.

11,081

100.0

487

100.0

Production andmarketing of soft drinks

Asahi Food & Healthcare Co., Ltd.

3,200

100.0

Wakodo Co., Ltd.

2,918

100.0

Production andmarketing of foods
Production andmarketing of foods

67

100.0

27,593100.0

LB Co., Ltd.

Amano Jitsugyo Co., Ltd.
Schweppes Australia Pty Limited(A$372,231
thousand)Asahi Management Service Co., Ltd.

50

100.0

Production andmarketing of alcoholic
beverages
Production andmarketing of soft drinks

Production andmarketing of foods
Production andmarketing of soft drinks
Contracting of clerical
work

Notes:
1. Shareholding percentages include shares held indirectly.
2. LB Co., Ltd. absorbed and merged with the Company’s subsidiary LB Co., Ltd. (Nagoya) effective
January 1, 2011.
3. Capital of Schweppes Australia Pty Limited became ¥27,593 million (previous year-end: ¥13,591

million) as a result of debt-equity swap executed on August 26, 2011.
4. There were 79 consolidated subsidiaries of the Company as of the end of the fiscal year underreview, including those listed above. There were 60 affiliates accounted for by the equity
method, including Tsingtao Brewery Co., Ltd. and Tingyi-Asahi Beverages Holding Co., Ltd.
5. Asahi Management Service Co., Ltd. was renamed Asahi Professional Management Co., Ltd.

effective January 1, 2012.

32

(8) Significant Developments such as Corporate Reorganization
A. The Company transferred its alcoholic beverages business to Asahi Breweries, Ltd.
through demerger effective July 1, 2011.
B. LB Co., Ltd. absorbed and merged with LB Co., Ltd. (Nagoya) effective January 1,
2011.
C. On September 2, 2011, the Company acquired all shares of P&N Beverages
Australia Pty. Limited (current Asahi Beverages Australia Pty Ltd) through whollyowned subsidiary Asahi Holdings (Australia) Pty Ltd.
D. On September 30, 2011, the Company acquired all shares of Flavoured Beverages
Group Holdings Limited, the holding company of Independent Liquor Group,
through Asahi Liquor New Zealand Limited, which is a subsidiary of Asahi Holdings(Australia) Pty Ltd.
E. On November 11, 2011, the Company acquired all shares of Permanis Sdn. Bhd.
through wholly-owned subsidiary Asahi Group Holdings Southeast Asia Pte. Ltd.
F. On January 11, 2011, the Company assigned its entire shareholding of Haitai
Beverage Company., Limited. to LG Household & Health Care Ltd.
G. On September 6, 2011, the Company assigned its entire equity interest in Hangzhou
Xihu Beer Asahi Co., Ltd. (China) held through its subsidiary Asahi Breweries
Itochu (Holdings) Limited to Snow Breweries (China) Investment Limited.
H. On October 11, 2011, the Company assigned its entire equity interest in Zhejiang
Xihu Beer Asahi Co., Ltd. held by the Company held through its subsidiary Asahi
Breweries Itochu (Holdings) Limited to Snow Breweries (China) Investment Limited.
(9) Principal Offices and Factories(As of December 31, 2011)

A. Asahi Group Holdings, Ltd.
(Registered head office)23-1, Azumabashi 1-chome, Sumida-ku, Tokyo(Laboratories)

Research Laboratories for Food Safety Chemistry, ResearchLaboratories for Fundamental Technology of Food, ResearchLaboratories for Applied Technology of Food, Research &Development Laboratories for Sustainable Value Creation (all inMoriya City, Ibaraki Prefecture)33

B. Subsidiaries
Businesssegment

Alcoholic
Beverages

Company name

Asahi Breweries,
Ltd.

Asahi Soft Drinks
Co., Ltd.

Soft Drinks

LB Co., Ltd.

Asahi Food &Healthcare Co.,
Ltd.

Foods

Wakodo Co., Ltd.

Amano JitsugyoCo., Ltd.

International
operations

Schweppes
Australia Pty
LimitedMajor establishments
Registered head
office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
officesTokyo Metropolitan Headquarters for OnPremise Retailers(Chuo-ku, Tokyo), etc.

Production
facilities

Ibaraki Brewery (Moriya City, Ibaraki
Prefecture), etc.

Laboratories

Development Laboratories for Alcoholic
Beverages (Moriya City, Ibaraki Prefecture), etc.

Registered head
office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
offices

Kanto and Tokyo Metropolitan Headquarters(Chuo-ku, Tokyo), etc.

Production
facilities

Akashi Plant (Akashi City, Hyogo Prefecture),
etc.

Laboratories

Products Research & Development Laboratory(Moriya City, Ibaraki Prefecture), etc.

Registered head
office3469-1, Aza Sakuragaoka, Ooaza Kurohama,
Hasuda City, Saitama Prefecture

Regional sales
offices

CVS Marketing Department (Taito-ku, Tokyo),etc.

Production
facilities

Hasuda Plant (Hasuda City, Saitama
Prefecture), etc.

Laboratories

Product Development Department (Hasuda
City, Saitama Prefecture)

Registered head
office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
offices

Food Sales Section for Chain Stores (Chiyodaku, Tokyo), etc.

Production
facilities

Osaka Plant (Suita City, Osaka Prefecture), etc.

Laboratories

Laboratory (Chiyoda-ku, Tokyo)

Registered head
office14-3, Kanda Tsukasa-cho 2-chome, Chiyodaku, Tokyo

Regional sales
officesTokyo Branch (Shinjuku-ku, Tokyo), etc.

Production
facilities

Tochigi Plant (Sakura City, Tochigi Prefecture),
etc.

Laboratories

Research Laboratory (Chofu City, Tokyo)

Registered head
office9-10, Dosan-cho, Fukuyama City, Hiroshima
Prefecture

Regional sales
offices

East Japan Branch (Chiyoda-ku, Tokyo), etc.

Production
facilities

Satosho Factory (Asakuchi-gun, Okayama
Prefecture)

Laboratories

R&D Center (Asakuchi-gun, Okayama
Prefecture)

Registered head
officeVictoria, Australia

Business locations

New South Wales, Australia, etc.

34

(10) Employees(As of December 31, 2011)

Business segment
Alcoholic Beverages

Number of employees

Increase (decrease) from end of previous term

4,925

(451)

Soft Drinks

3,002

76

Foods

1,648

108

International Operations

4,966

92

Other Businesses

1,747

(112)

Company-wide (common)

471

334

Total

16,75947

35

2. Overview of the Company(1) Shares Outstanding(As of December 31, 2011)
A. Total number of authorized shares

972,305,309

B. Total number of issued shares

483,585,862(including 17,950,000 shares in treasury stock)

C. Number of shareholders

123,931(Decreased by 7,331 from the end of the previous term)

36

D. Major shareholders
Shareholders’ investment in the Company
Number ofshares held

Percentage ofshares held(in hundreds)(%)

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

246,934

5.3

Japan Trustee Services Bank, Ltd. (Trust Account)

214,284

4.6

Asahi Kasei Corporation

187,853

4.0

The Dai-ichi Life Insurance Company, Limited

169,200

3.6

Fukoku Mutual Life Insurance Company

168,830

3.6

JPMorgan Chase Bank 380055

109,718

2.4

SSBT OD05 Omnibus Account – Treaty Clients

98,527

2.1

Sumitomo Mitsui Banking Corporation

90,280

1.9

The Sumitomo Trust & Banking Co., Ltd.

81,260

1.7

Japan Trustee Services Bank, Ltd. (Trust Account 9)69,234

1.5

Total

1,436,120

30.8

Notes:
1. The Company holds treasury stock numbering 179,500 hundred shares. However, the Company is
excluded from the above list of major shareholders.
2. Shareholding percentages are calculated based on the total number of issued shares less the numberof shares in treasury stock.

37

(2) Status of Stock Acquisition Rights, etc.
A. Stock acquisition rights held by Directors and Corporate Auditors of theCompany(As of December 31, 2011)
1) Stock option system based on subscription rights
Date of issuance resolution
Class and number of sharessubject to stock acquisitionrightsFee for exercise of options
Exercisable period
Conditions for exercise of
options

March 28, 2002
Shares of common stock: 1,000¥1,090 per share
January 1, 2005 to March 27, 2012 The options are exercisable even after the resignation of Directors or Corporate
Auditors, as the case may be.
 The options may be passed on to heirs.
 The options shall be cancelled if a holder is dismissed for certain specified
reasons.
 Any assignment or pledging of the options is prohibited.
Situation concerning the holding of stock acquisition rights by Directors and Corporate Auditors
Directors
 Number of shares subject to stock acquisition rights: 1,000(except Outside Directors)
 Number of holders: 1
Outside Directors
 Number of shares subject to stock acquisition rights: — Number of holders: —Corporate Auditors
 Number of shares subject to stock acquisition rights: — Number of holders: —38

Date of issuance resolution
Number of stock acquisitionrightsClass and number of sharessubject to stock acquisitionrightsFee for exercise of stockacquisition rights
Exercisable period
Conditions for exercise ofstock acquisition rights

2) First issue of stock acquisitionrightsMarch 28, 2003

3) Second issue of stock acquisitionrightsMarch 30, 2004

20

451

Shares of common stock: 20,000

Shares of common stock: 45,100¥830 per share¥1,205 per share

March 28, 2005 to March 27, 2013

March 30, 2006 to March 29, 2014

 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 The options shall be cancelled if aholder is dismissed for certain
specified reasons.
 Any assignment or pledging of theoptions is prohibited.

 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 The options shall be cancelled if aholder is dismissed for certain
specified reasons.
 Any assignment or pledging of theoptions is prohibited.

Situation concerning the holding of stock acquisition rights by Directors and Corporate Auditors
Directors
 Number of stock acquisition rights:
 Number of stock acquisition rights:(except Outside Directors)200—
 Number of shares subject to stock Number of shares subject to stockacquisition rights: 20,000
acquisition rights: — Number of holders: — Number of holders: 2
Outside Directors
 Number of stock acquisition rights:
 Number of stock acquisition rights:——
 Number of shares subject to stock Number of shares subject to stockacquisition rights: —acquisition rights: — Number of holders: — Number of holders: —Corporate Auditors
 Number of stock acquisition rights:
 Number of stock acquisition rights:
20251
 Number of shares subject to stock Number of shares subject to stockacquisition rights: 20,000
acquisition rights: 25,100
 Number of holders: 2
 Number of holders: 3

39

Date of issuance resolution
Number of stock acquisitionrightsClass and number of sharessubject to stock acquisitionrightsFee for exercise of stockacquisition rights
Exercisable period
Conditions for exercise ofstock acquisition rights

4) Third issue of stock acquisitionrightsMarch 30, 2005

5) Fourth issue of stock acquisitionrightsMarch 30, 2006

800

1,200

Shares of common stock: 80,000

Shares of common stock: 120,000¥1,374 per share¥1,688 per share

March 30, 2007 to March 29, 2015

March 30, 2008 to March 29, 2016 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 Any assignment or transfer of thestock acquisition rights is subject toapproval of the Board of Directors.

 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 Any assignment or transfer of thestock acquisition rights is subject toapproval of the Board of Directors.

Situation concerning the holding of stock acquisition rights by Directors and Corporate Auditors
Directors
 Number of stock acquisition rights:
 Number of stock acquisition rights:(except Outside Directors)
350
750
 Number of shares subject to stock Number of shares subject to stockacquisition rights: 35,000
acquisition rights: 75,000 Number of holders: 3
 Number of holders: 5
Outside Directors
 Number of stock acquisition rights:
 Number of stock acquisition rights:——
 Number of shares subject to stock Number of shares subject to stockacquisition rights: —acquisition rights: — Number of holders: — Number of holders: —Corporate Auditors
 Number of stock acquisition rights:
 Number of stock acquisition rights:
450
450
 Number of shares subject to stock Number of shares subject to stockacquisition rights: 45,000
acquisition rights: 45,000 Number of holders: 4
 Number of holders: 440

B. Significant items regarding other stock acquisition rights
Overview of Euroyen conditional convertible bonds with stock acquisition rights

Date of issuance resolution

1) Euroyen conditional convertible
bonds with stock acquisition rights
maturing in 2023
May 13, 2008

Date of issue
May 29, 2008
Outstanding amount of bonds¥35,133 million
with stock acquisition rights
Details concerning the stock acquisition rights
Number of stock acquisition Total of 35,000 and the number
rightscalculated by dividing the total facevalue of the substitute bonds with stockacquisition rights by ¥1,000,000
Class and number of shares
Shares of common stock: 16,611,295
subject to stock acquisitionrightsFee for exercise of stock¥2,107 per shareacquisition rights
Exercisable period
June 12, 2008 to May 12, 2023
Conditions for exercise of Certain stock acquisition rights may
stock acquisition rights
not be exercised.
 Prior to May 29, 2011, but only when
the closing price of the Company’scommon stock for 20 of the last 30
trading days (including the last
trading day) exceeds 125% of theconversion price (¥2,107) as of thelast trading date of each quarter. In
such cases, exercise is possible, in
principle, during the following
quarter.
Conditions under which the On or after May 29, 2011, theCompany may acquireCompany may acquire all of thestock acquisition rights
bonds after notifying thebondholders.
 The acquisition date shall be at least
60 but no more than 75 days from thenotification date.

412) Euroyen conditional convertible
bonds with stock acquisition rights
maturing in 2028
May 13, 2008
May 29, 2008
¥35,000 million

Total of 35,000 and the number
calculated by dividing the total facevalue of the substitute bonds with stockacquisition rights by ¥1,000,000
Shares of common stock: 17,073,170¥2,050 per share
June 12, 2008 to May 12, 2028
 Certain stock acquisition rights may
not be exercised.
 Prior to May 29, 2014, but only when
the closing price of the Company’scommon stock for 20 of the last 30
trading days (including the last
trading day) exceeds 125% of theconversion price (¥2,050) as of thelast trading date of each quarter. In
such cases, exercise is possible, in
principle, during the following
quarter.
 On or after May 29, 2014, theCompany may acquire all of thebonds after notifying thebondholders.
 The acquisition date shall be at least
60 but no more than 75 days from thenotification date.

(3) Directors and Corporate Auditors of the Company
A. Directors and Corporate Auditors(As of December 31, 2011)

Name

Areas of responsibility andsignificant concurrent held positions

Position

Hitoshi
Ogita

Chairman and
Representative Director

Naoki
IzumiyaPresident andRepresentative Director

Overseas operations in general
Overall Group management
Outside Director of Imperial Hotel, Ltd.
Corporate Strategy Section, External Growth &Development Section, IR Section (overseas), Lifestyle &Culture Section,
Overall Group management

Kazuo
Motoyama

Executive Vice President
IR Section (domestic), Finance Section, Logistics Section,
and Representative Director IT Section, Agribusiness Development Section
Group soft drinks business, Group agribusinessdevelopment, Australian businessDirector of Asahi Soft Drinks Co., Ltd.
Director of LB Co., Ltd.
President and Representative Director of Asahi
Management Service Co., Ltd.

Katsuyuki
Kawatsura

Managing Director

Toshihiko
Nagao

Managing Director

Managing Corporate
OfficerManaging Corporate
Officer

Procurement Section, Production Section, Research &Development Section, Intellectual Property Section,
Quality Assurance Section
Public Relations Section, Corporate Brand Section, Human
Resources Section
Group food businessDirector of Asahi Food & Healthcare Co., Ltd.
Director of Wakodo Co., Ltd.
Director of Amano Jitsugyo Co., Ltd.
Director of Asahi Management Service Co., Ltd.

ToshioKodatoDirector

International Business Section

Corporate Officer

Group international operations

Yoshihiro
Tonozuka

Director
Corporate Officer

Audit Section, General & Legal Affairs Management
Section, Secretary Section, Corporate Social Responsibility
SectionAkiyoshi
Koji

Director

Group alcoholic beverages businessPresident and Representative Director of Asahi Breweries,
Ltd.

42

Name
MarikoBando

Areas of responsibility andsignificant concurrent held positions

Position
Outside Director

President of Showa Women’s University
Director of Showa Women’s University
Director of The Institute of Women’s Culture, Showa
Women’s University
Chairman of the Board of Rural Women Empowerment
and Life Improvement Association
Outside Director of Asahi Mutual Life Insurance Company

Naoki
TanakaOutside Director

President of Center for International Public Policy Studies
Chairman of Postal Services Privatization Committee

IchiroIto

Outside Director

Chairman and Representative Director of Asahi Kasei
Corporation

Yoshifumi
NishinoStanding Corporate Auditor Corporate Auditor of Asahi Breweries, Ltd.

Yukio
KakegaiStanding Corporate Auditor Corporate Auditor of Asahi Soft Drinks Co., Ltd.

Corporate Auditor of Asahi Food & Healthcare Co., Ltd.
Corporate Auditor of Wakodo Co., Ltd.
Corporate Auditor of Amano Jitsugyo Co., Ltd.

Takahide
Sakurai

Outside Corporate Auditor

Naoto
Nakamura

Outside Corporate Auditor

Special Adviser to The Dai-ichi Life Insurance Company,
LimitedOutside Director of Imperial Hotel, Ltd.
Partner and Attorney at Law of Nakamura, Tsunoda &Matsumoto Law OfficeOutside Corporate Auditor of Mitsui & Co., Ltd.
Outside Corporate Auditor of Recruit Co., Ltd.

TadashiIshizakiOutside Corporate Auditor

Professor, Faculty of Commerce, Chuo University

Notes:
1. Directors Mariko Bando, Naoki Tanaka and Ichiro Ito are Outside Directors as defined in Item 15,
Article 2 of the Companies Act.
2. Corporate Auditors Takahide Sakurai, Naoto Nakamura and Tadashi Ishizaki are Outside Corporate
Auditors as defined in Item 16, Article 2 of the Companies Act.
3. The Company designated Outside Directors Mariko Bando, Naoki Tanaka and Ichiro Ito and Outside
Corporate Auditors Takahide Sakurai, Naoto Nakamura and Tadashi Ishizaki as Independent
Directors/Auditors as defined by the Tokyo Stock Exchange and the Osaka Securities Exchange andreported to said exchanges thereof.
4. Corporate Auditor Yukio Kakegai was formerly General Manager of Audit Department of theCompany and has considerable expertise in finance and accounting.
5. Corporate Auditor Naoto Nakamura who is an attorney at law is jurisprudent, among others, tocorporate legal affairs; he also has considerable expertise in finance and accounting.
6. Corporate Auditor Tadashi Ishizaki has carried out research on accounting for many years as auniversity professor; he has considerable expertise in finance and accounting.
7. Ichiro Ito and Yukio Kakegai were newly elected as Director and Corporate Auditor, respectively, atthe 87th Annual General Meeting of Shareholders held on March 25, 2011, and both assumed theirrespective offices. Also, Yukio Kakegai was elected as Standing Corporate Auditor by resolution of theBoard of Auditors and assumed office on the same day.

43

8. In addition to the above, the retirement from significant concurrent held positions by Directors or
Corporate Auditors during the year under review are detailed below.

NameToshioKodatoPosition uponretirement
Director
Corporate Officer

Significant concurrent held
positions upon retirement
Director of Schweppes Australia
Pty Limited

Date ofretirement
October 26, 2011

Director of Asahi Soft Drinks Co.,Ltd.

March 23, 2011

Yoshihiro
Tonozuka

Director

Naoki
TanakaOutside Director

Chairman of Financial System
Council, Financial Services Agency

January 24, 2011

Yoshifumi
NishinoStanding Corporate
AuditorCorporate Auditor of Amano
Jitsugyo Co., Ltd.

March 18, 2011

Corporate Officer

44

B. Remuneration paid to Directors and Corporate Auditors
Category

Basic remuneration
Number of
Total amount of
persons
remuneration paid
remunerated(yen)

Number of
persons
remunerated

Bonus
Total amount of
remuneration paid(yen)

Total amount(yen)

Directors

14

373,530,000

14113,800,000

487,330,000[of which, Outside Directors][3][28,800,000][3][10,500,000][39,300,000]

6

96,000,000——

96,000,000[3][32,400,000]——[32,400,000]

Corporate Auditors[of which, Outside Corporate
Auditors]

Notes:
1. The figures above include Directors Masatoshi Takahashi, Noriyuki Karasawa and Toshio Mori,and Corporate Auditor Yoshihiro Goto, who retired at the conclusion of the 87th Annual General
Meeting of Shareholders held on March 25, 2011.
2. A resolution authorizing payments associated with the termination of the retirement bonus system
to be paid at the time of retirement was passed at the 83rd Annual General Meeting of Shareholders
held on March 27, 2007. As of the end of the fiscal year under review, the anticipated total amountof future payments was as follows:
Total of ¥36,000,000 to three Directors
Total of ¥33,000,000 to three Outside Corporate Auditors
3. The total amount of Directors’ remuneration is limited to ¥760 million (including ¥50 million for
Outside Directors) per year according to the resolution passed at the 83rd Annual General Meetingof Shareholders held on March 27, 2007.
4. The total amount of Corporate Auditors’ remuneration is limited to ¥120 million (including ¥40
million for Outside Corporate Auditors) per year according to the resolution passed at the 83rd
Annual General Meeting of Shareholders held on March 27, 2007.

C. Policies concerning the setting of remuneration paid to Directors andCorporate Auditors
Directors’ and Corporate Auditors’ remuneration amounts are set within the total
amount of remuneration resolved in advance at a Shareholders’ Meeting. Furthermore,
Directors’ remuneration is set in line with a resolution at a meeting of the Board of
Directors, and Corporate Auditors’ remuneration is set by discussion by the Corporate
Auditors thereof. When remuneration -related resolutions are being made by the Boardof Directors, the Compensation Committee, having Outside Directors making up half of
its membership, acts as an advisory body to the Board of Directors, evaluating thecontent of said resolutions in the interests of greater transparency and objectivity.
It should be noted that the retirement bonus system and stock option system wereboth discontinued in 2007.
In the interests of setting Directors’ remuneration in a reasonable manner given
roles and responsibilities, the system for doing so takes into consideration each
Director’s motivational abilities in terms of ongoing enhancement of corporation
performance and value in addition to the recruitment of talented persons.
In specific terms, remuneration comprises basic remuneration (a fixed monthly
amount) and bonuses (yearly performance-linked amounts), and each item is determinedusing survey data prepared by external specialist organizations and based on duties and45

status as Director or Outside Director. In addition, bonuses are raised or lowered basedon consolidated operating income as the main index.
In the interests of setting Corporate Auditors’ remuneration in a reasonable
manner given roles and responsibilities, the system for doing so takes the recruitment of
talented persons into consideration.
In specific terms, remuneration comprises only basic remuneration (a fixedmonthly amount), and it is determined by discussion by the Corporate Auditors using
survey data prepared by external specialist organizations and based on duties and status
as Corporate Auditor or Outside Corporate Auditor.
D. Outside Directors and Outside Corporate Auditors

A. Major activities of Outside Directors and Outside Corporate Auditors
Category

OutsideDirector

OutsideCorporate
Auditor

Name

Number of
Number of
Board of Directors Board of Auditors
meetings attended meetings attended

Form of participation

Mariko Bando

12/12

—

Ms. Bando participated in
discussions as necessary, primarily
from the perspective of her wealthof experience as an educator.

Naoki Tanaka

12/12

—

Mr. Tanaka participated in
discussions as necessary, primarily
from the perspective of his wealthof experience as an expert ineconomic policy.

Ichiro Ito

9/10

—

Mr. Ito participated in discussions
as necessary, primarily from theperspective of his wealth ofexperience as a manager.

Takahide Sakurai

12/12

9/9

Mr. Sakurai participated in
discussions as necessary, primarily
from the perspective of his wealthof experience as a manager.

Naoto Nakamura

10/12

9/9

Mr. Nakamura participated in
discussions as necessary, primarily
from his expert perspective as an
attorney at law.

Tadashi Ishizaki

12/12

9/9

Dr. Ishizaki participated in
discussions as necessary, primarily
from his expert perspective as ascholar of accounting.

Notes:
1. In addition to the aforementioned meetings of the Board of Directors held during the fiscal year
under review, “deemed resolutions in writing” referred to in Article 370 of the Companies Act
were adopted on three occasions.
2. Director Ichiro Ito was newly elected at the 87th Annual General Meeting of Shareholders held on
March 25, 2011, so the number of meetings of the Board of Directors held since his appointment
is different from others.

46

B. Summary of agreements limiting liability
The Company has entered into an agreement with each of its Outside Directors andOutside Corporate Auditors limiting his/her liability for damages as prescribed in
Paragraph 1, Article 423 of the Companies Act, to either ¥20,000,000 or theminimum amount stipulated by applicable laws and regulations, whichever is higher.

47

(4) Independent Auditor
A. Name of the Independent Auditor

KPMG AZSA LLC
B.

Remuneration paid to the Independent Auditor for the fiscal year under review
Amount payable

Remuneration paid for the fiscal year under review¥182 million
Total of cash and other financial profits payable by the Company and¥291 million
its subsidiaries to the Independent Auditor
Notes:
1. In its agreement with the Independent Auditor, the Company makes no distinction between the
remuneration that it pays for auditing services governed by the Companies Act and for auditing
services governed by the Financial Instruments and Exchange Act. Consequently, the amount ¥182
million shown above is a sum of these two amounts.
2. All subsidiaries which are subject to statutory audit by an independent auditor have been audited by
KPMG AZSA LLC.

C. Nature of non-audit professional services provided by the Independent Auditor

The Company also assigns professional duties to the Independent Auditor that are
not statutory auditing duties as stipulated in Paragraph 1, Article 2 of the Certified
Public Accountants Law. These non-audit services include “guidance and advisory
services for conversion to International Financial Reporting Standards”.

D. Company Policy regarding dismissal of or decision not to reappoint the Independent
Auditor

Article 340 of the Companies Act stipulates that the Board of Auditors shall beentitled to dismiss the Independent Auditor for reasons stipulated therein. In addition,
when it is reasonably recognized that the Independent Auditor is no longer able toexecute its duties in an appropriate manner, the Company, with the prior consent of, or arequest by, the Board of Auditors, shall offer to the Shareholders’ Meeting a resolution
to dismiss or not to reappoint the Independent Auditor.

48

3. Systems to Ensure Appropriate Execution of Directors’ Duties in
Conformity With Laws and Regulations and the Articles ofIncorporation, and Other Systems to Ensure Appropriate Business
Operations
The Board of Directors passed the following resolution with respect to the abovementioned systems:
The Company has adopted the following corporate philosophy of the Asahi
Group: “The Asahi Group aims to satisfy its customers with the highest levels of quality
and integrity, while contributing to the promotion of healthy living and enrichment ofsociety worldwide.” To make these aims a reality, the Company shall:establish, in accordance with the Companies Act and the Enforcement Regulationsof the Companies Act, the following basic policies (the “Basic Policies”) to
improve systems designed to ensure appropriate business operations of theCompany and its subsidiaries (the “Group Companies”) (the “Internal Control”);

recognize that it is the Representative Director(s) who shall assume the ultimate
responsibility for the improvement of the Internal Control in accordance with thisresolution and demand the Representative Director(s) to cause the Directors andCorporate Officers, through the respective departments and organizations they arein charge of, to develop and fully enforce individual internal regulations required
based on the Basic Policies; andtake steps to maintain and enhance the effectiveness of the Internal Control byreviewing the Basic Policies and relevant internal regulations in a timely andappropriate manner in accordance with changes in conditions and circumstances.

<System to ensure execution of duties by Directors and employees in conformity withlaws and regulations and the Articles of Incorporation of the Company>A.

In accordance with a statement of “fair and transparent corporate ethics” asstipulated in Asahi Group’s Corporate Action Guidelines, the Company shallestablish “Regulations on Corporate Ethics” and “Corporate Ethics Guidelines” andprocure its Directors, Corporate Auditors and employees abide by these regulations.

B.

In accordance with internal regulations, the Company shall establish the “RiskManagement Committee”, which will oversee the compliance affairs and risk
management of the Asahi Group. One of the committee’s members shall be an
outside attorney-at-law.

C.

An Officer of the Company in charge of compliance shall have authority overcompliance and risk management within the Asahi Group. The sections in chargeof general and legal affairs shall handle day-to-day compliance and risk
management tasks.
49

D.

The Company shall assign an appropriate number of persons as compliancepromotion personnel in each Group Company depending on its size. In conjunction
with the section in charge of legal affairs at the Company and respective
organizations in charge of general or legal affairs of the Group Companies, allcompliance-promotion personnel shall endeavor to disseminate legal knowledge
and to heighten a general awareness of importance of compliance in theirrespective Group Companies.

E.

The Company shall establish a “Clean Line System” for employees of the Asahi
Group, enabling them to blow the whistle on illicit behavior of others.

F.

The Company shall establish “Asahi Group’s Basic Policy on Procurement”
addressing mutual cooperation for fair deals and social responsibilities between the
Company and suppliers and system that enables suppliers to blow a whistle onbreaches of the Policy as necessary. The Company shall inform and spell out thesemeasures to its suppliers to enable the Company to develop Internal Control incooperation with its suppliers.

G.

To ensure antisocial forces do not exert any undue influence on the Group, allrelevant information shall be shared within the Asahi Group and the Company
shall establish an internal system on the measures. The Company shall also
cooperate closely with industry bodies, local communities, the police and otherexternal specialist organizations in this area.

H.

The operational details of the aforementioned agencies and systems shall bespelled out under a separately prepared set of internal regulations.

<System to ensure the preservation and management of information related to
execution of duties by Directors>
A.

Information related to execution of duties by Directors shall be properly preserved
and managed in accordance with document-management regulations and otherrelated internal regulations.

B.

The aforementioned information shall be preserved and managed in a way
accessible by Directors and Corporate Auditors for inspection at any time.

C.

Control over the clerical tasks related to preservation and management of theforegoing information shall be determined by individual relevant regulations.

<Regulations and other organizational structures to manage risk of loss>A.

The Company shall develop and adopt “Risk Management Regulations” and shallaffirm the Regulations as the highest standards governing risk management within
the Asahi Group. It shall also establish detailed provisions of the Regulations anddisseminate the same among all over the Group.

50

B.

In addition to having the appropriate sections manage risk in their respective areas,
the “Risk Management Committee” shall perform comprehensive risk management
across the entire Asahi Group. This committee shall periodically analyze andevaluate risks in accordance with internal regulations cited in the previous
paragraph and, when necessary, carry out comprehensive reviews of the risk
management system. Utmost attention shall be paid to the risk of failing tomaintain product quality. As a food and drink manufacturing group, the Asahi
Group strongly recognizes their social responsibility to consumers to ensure thesafety of their products.

C.

In the event of any major accident, disaster or scandal, the Company shall establish
a crisis-response meeting chaired by a Representative Director.

<System to ensure efficient execution of duties by Directors>
A.

To ensure efficient performance of duties by Directors, the Board of Directors shalldivide duties in a reasonable way to be delegated to different Directors and shallappoint appropriate persons as Corporate Officers in charge of different sections.

B.

The Company shall establish standards on authority stipulating rules of delegationof power and for a mutual checks-and-balances mechanism among different
sections.

C.

The Company shall ensure effective utilization of the system of the Corporate
Strategy Board.

D.

To maximize operational efficiency, the Company shall utilize indices that provide
an objective and rational way of measuring its management and control ofoperations; and it shall employ a unified system of follow-up and evaluation.

<System to ensure appropriate operations of the corporate group consisting of theCompany and its parent (if any) and its subsidiaries>
A.

All systems required for the Internal Control, including those for compliance andrisk management, shall apply comprehensively across the entire Asahi Group. As
the holding company, the Company shall manage and operate the said systems of
the Group Companies in accordance with the conditions and circumstancesindividual companies are facing.

B.

The section in charge of internal auditing in the Company shall get a grasp of andevaluate the Internal Control and discipline in day-to-day tasks within the Asahi
Group by directly and indirectly auditing the Group Companies. In addition,
regarding the Internal Control related to financial reporting, the organization in
charge of evaluation established within the Asahi Group shall conduct theevaluation on the Internal Control of the Group Companies and submit the relevant
reports.
51

C.

Each of the Group Companies shall be required to provide reports on performanceof its operations including risk-related information, to the Corporate Auditors of
the Company.

D.

Decision-making authority related to business activities of the Group Companies
shall be subject to the document entitled “Asahi Group’s Authority Regulations”.

<Securement of employees in the event that Corporate Auditors request staff to assist
in their auditing duties>
The Board of Auditors shall appoint staff to serve the Board of Auditors, forassistance in the day-to-day activities of the Corporate Auditors.
<Independence of employees assigned to assist the Corporate Auditors from the
Directors>
A.

When a member of the staff who serves the Board of Auditors, as stipulated in theprevious paragraph, receives an order from a Corporate Auditor in relation toauditing duties, he/she shall not be subject to directives or orders from Directors orother employees regarding that order.

B.

Any issuance of orders to, personnel transfers of, merit evaluations of, or
reprimands of a member of the staff who serves the Board of Auditors shall require
the prior concurrence of Corporate Auditors.

<System for Directors’ and employees’ reporting to Corporate Auditors; system
relating to other reporting to Corporate Auditors>
A.

Directors and employees shall report regularly to Corporate Auditors on mattersrelated to the Internal Control, and shall report on an as-needed basis when asignificant event occurs. When necessary, the Corporate Auditors shall be entitled
to request reports from the Directors and employees (including from Directors andemployees of the Group Companies).

B.

Directors shall ensure that Corporate Auditors have every opportunity toparticipate in discussions of important bodies, etc. such as the Board of Directors
meetings, the Corporate Strategy Board meetings and the Risk Management
Committee meetings. Directors shall provide details of the agenda items of suchmeetings beforehand for Corporate Auditors.

C.

Corporate Auditors shall at all times have the right to review the minutes ofimportant meetings, documents of approval, etc.

52

<Other systems ensuring effective auditing by Corporate Auditors>
To ensure the effectiveness of auditing activities, Directors shall ensure
opportunities for Corporate Auditors to exchange information and opinions regularly
with members of the section in charge of internal auditing of the Company and with the
Independent Auditor.

The corporate governance system of the Company is shown in the chart below.

53

4. Basic Policy Concerning the Persons Who Control Decisions on the
Company's Financial and Business Policy<Basic policy>
According to the Company's view, the persons who control decisions on its
financial and business policy must properly grasp various matters concerning its
business, including the initiatives to “create appealing products”, to “care about quality
and craftsmanship” and to “convey the sense of joy to customers”, which form thesource of the corporate value of the Group, and other tangible and intangible
management resources thereof, potential effects of forward-looking measures and otheritems that constitute the Group's corporate value, and must enable to maintain andenhance the Group's corporate value as well as the common interests of shareholders
continuously and sustainably.
Upon facing a proposal of large-scale share purchases, the Company is not always
in a position to automatically object to a so-called hostile takeover, which is pursued
without approval from the Board of Directors (hereinafter referred to as the “Board”)
provided that such takeover is intended to contribute to the enhancement of theCompany's corporate value and the common interests of shareholders of the Company.
Also, the Company recognizes that the final decision as to whether to accept a proposal
for an acquisition of shares in the Company that would lead to a transfer of control of
the Company should be made based on the will of the shareholders as a whole.
It shall be noted, however, that there are not a few cases of large-scale sharepurchases that would not contribute to the enhancement of the corporate value and thecommon interests of shareholders of a company, including ones that would, in light of
their purposes, cause obvious damage to the corporate value and the common interestsof shareholders or could effectively coerce shareholders to sell their shares, ones that thepurchaser does not provide information and/or time reasonably necessary for the target
company’s board of directors and shareholders to review and examine details of the
proposed purchase or for the target company’s board of directors to make an alternative
proposal, and ones where the target company’s board of directors would have to
conduct negotiation with the purchaser so as to seek more favorable terms than thoseinitially proposed by the purchaser.
The person who intends to conduct a large-scale purchase of shares in the Company
must have an understanding of the source of the Group's corporate value and have thecapability to maintain and enhance it in the medium and long term; otherwise, theGroup's corporate value and the common interests of shareholders would be damaged.
Based on the factors and matters stated above, the Company determines that it isvital to have in place a framework for preventing large-scale share purchases that would
undermine the Group's corporate value and the common interests of shareholders.
54

<Framework that contributes to realization of the basic policy>
A. Special Measures Contributing to Realization of the Basic Policy
In its “Long-Term Vision 2015”, the Company sets out its aim to grow as anenterprise with a trusted reputation for global quality that transforms the bounty ofnature into emotionally inspiring foods and beverages. Measures set forth in“Medium-Term Management Plan 2012” in order to achieve this aim got underway
in earnest in 2010.
“Medium-Term Management Plan 2012” targets further enhancement of theCompany’s strengths in craftsmanship as a means of boosting corporate value; in
addition, it also looks to raise quality in all aspects of business – from products, tomanagement, to human resources – to world class levels and to raise theprofitability of existing businesses in order to develop a new growth path.
Meanwhile, the Company has adopted “Share the Kando” as its Corporate
Brand Statement, underlining its commitment to clearly define the value that theGroup delivers to customers and to society as a whole.
The Company is convinced that by diligently implementing “Medium-Term
Management Plan 2012” in pursuit of the goals of “Long-Term Vision 2015”, andtherefore, by successfully delivering the value called for by the Corporate Brand
Statement based on the raison d’être engrained in the Group’s corporate philosophy,
it can significantly strengthen the relationship of trust between the Group and its
stakeholders, and in addition, can secure and enhance corporate value, and thus, thecommon interests of shareholders.
Furthermore, the Company also plans to further strengthen its corporate
governance in the execution of the above-mentioned measures.
By introducing a corporate officer (Sikko-Yakuin) system on March 30, 2000,
the Company separated the management decision-making and execution functions
with a view to speeding up execution of business decisions and endeavored tostrengthen the supervisory function of the Board. In addition, the Company
operates a system that facilitates checks by outside directors/auditors by electing
Outside Directors/Corporate Auditors and by establishing the “Nomination
Committee” and the “Compensation Committee,” both including Outside Directors
as their members, as a sub-body of the Board.
In order to further clarify the accountability of the management to shareholders,the Company shortened the term of office of its directors from two years to one
year at the 83rd Annual General Meeting of Shareholders held on March 27, 2007.

55

B. Efforts to prevent decisions on the Company’s financial and business policy
from being controlled by any person who is inappropriate according to thebasic policy (plan against large-scale purchase of shares in the Company)
With the approval at the meeting of the Board held on February 8, 2010, theCompany resolved to update its countermeasures against large-scale purchases ofthe shares in the company (hereinafter, “the Plan”) in light of the fundamental
approach to corporate control as set forth in <Basic policy> above, and the updated
Plan was approved at the 86th Annual General Meeting of Shareholders held on
March 26, 2010.

The Plan shall be applicable to any of the following two types of Purchase(s).
i) A purchase of shares in the Company as a result of which the holder’s(shareholder’s) holding ratio will rise to 20% or more of the total outstanding
shares in the Company; andii) A tender offer for shares in the Company as a result of which the purchaser’s
shareholding ratio targeted by the tender offer and the holding ratio of “persons
in special relationship”, when combined, will be 20% or more of the total
outstanding shares in the Company.
A Purchaser contemplating a Purchase shall be requested to provide in advanceof commencement of the Purchase a statement of intent containing a written pledge
to follow the procedures set forth in the Plan in conducting the Purchase. Thereafter,
the Purchaser shall be requested to provide, in a format set forth by the Company, aPurchase Prospectus containing the information necessary to evaluate the content
of the Purchase. The Company shall present the content of the Purchase Prospectus
to the Independent Committee whose members shall consist of Outside Directors,
Outside Corporate Auditors and/or experts, all of whom are independent ofmanagement of the Company. The content shall be assessed and evaluated by thiscommittee. On its own accord, the Independent Committee will obtain advice fromindependent third parties (including financial advisers, CPAs, lawyers, consultants
and other experts) and, on the basis of such advice, will assess and evaluate thecontent of the Purchase, evaluate alternative proposals offered by the Company’s
Board, negotiate with the Purchaser, and disclose information to shareholders of theCompany. If the Independent Committee determines that the information provided
by the Purchaser does not meet the criteria for the Required Information (as definedin the Plan), it may, either directly or indirectly, request the Purchaser to submit
additional information within an appropriate period of time as designated by the
Independent Committee. In this event, the Purchaser shall submit such additional
information within the period of time provided.
56

The Independent Committee will make recommendations to the Board to
execute the Plan to allot gratis the Stock Acquisition Rights (as defined in the Plan)
to shareholders of the Company if the Independent Committee has determined that
the Purchase meets either of the requirements for exercise of the Plan and it isappropriate to so exercise: e.g. in case the Purchaser has not observed and followed
the procedures specified in the Plan or in case, as a result of review by theCommittee, the Committee concludes the Purchase could cause obvious damage to
the Company’s corporate value and the common interests of shareholders in theopinion of the Committee. In the event that the Independent Committee cannot
easily determine whether or not the Purchase as set forth in the Plan (a) could cause
obvious damage to the Company’s corporate value and the common interests ofshareholders; (b) could result in implementation of a coercive two-tier purchasemethod or any other method by which the shareholders could be forced to sell theirshares; or (c) would be notably inadequate or inappropriate in light of thefundamental value of the Company, said Independent Committee may attach an
opinion to its recommendation that the will of the shareholders concerning
execution of the gratis Allotment of the Stock Acquisition Rights should be
confirmed at a shareholders’ meeting. These Stock Acquisition Rights shall entitle
their holders to acquire one share of the common stock in the Company by
exercising the rights at a price to be determined by the Company’s Board - whichshall be set at a level between a minimum of one (1) yen and a maximum of onehalf the market value per share of the Company’s stock. In addition, these rights
shall contain conditions that exclude the Purchaser from exercising the rights andshall also be accompanied by provisions that enable the Company to acquire one(1) Stock Acquisition Right in exchange for one (1) share of the Company’s stockfrom persons other than the Purchaser.
While paying utmost respect to the recommendation made by the Independent
Committee as stated above, the Company’s Board shall, as the organizational bodyauthorized to do so under the Companies Act, promptly decide whether or not to
execute the gratis Allotment of the Stock Acquisition Rights. In the event that theBoard deems confirmation of the will of the shareholders to be appropriate andconvenes a shareholders’ meeting for this purpose, the Board shall, as theauthorized body as described above and in accordance with the resolution of said
meeting, issue a resolution concerning execution or non-execution of the gratis
Allotment of the Stock Acquisition Rights.
The Plan shall be effective from the close of the 86th Annual General Meetingof Shareholders held on March 26, 2010 until the close of the Company’s annual
general meeting of shareholders that concerns the last one of the Company’sbusiness years that end within three years from the close of the 86th Meeting.
57

Notwithstanding the above, the Company may abrogate the Plan even before
the effective period expires upon a decision thereof by the Board. Also, the Board
may amend or alter the Plan during its effective period subject to approval by the
Independent Committee.
Under the Plan, shareholders of the Company remain directly and specificallyunaffected unless and until the gratis Allotment of the Stock Acquisition Rights is
executed. On the other hand, if the Plan is set in motion and a gratis Allotment of
the Stock Acquisition Rights is executed, the shares held by a shareholder of theCompany will be subject to dilution unless he/she carries out the procedures
required for the exercise of the Stock Acquisition Rights (note, however, nodilution shall occur in case the Company exercises option of acquisition of theStock Acquisition Rights for shares in the Company).
<Judgment of the Company’s Board regarding the specific measures and reasons
therefor>The special measures intended to contribute to realization of the Basic Polices
described above in A of <Framework that contributes to realization of the basic policy>
conform to the basic policy of the Company as described above, are fully compatible
with the corporate value and the common interests of shareholders of the Company, andare never implemented for the purpose of maintaining the status of Directors andCorporate Auditors of the Company.
The following elements having been taken into consideration and incorporated into
the design of the Plan described above in B of <Framework that contributes torealization of the basic policy>, the Board of the Company believes that the Plan
conforms to the basic policy of the Company as described above and meets thecorporate value and the common interests of shareholders of the Company and that it isnever for the purpose of maintaining the status of Directors and Corporate Auditors of
the Company.
A. Respect for Shareholders’ Will

The Plan was approved at the 86th Annual General Meeting of Shareholders held on
March 26, 2010.
The effective period of the Plan is limited, running until the close of the Company’s
annual general meeting of shareholders that concerns the last one of the Company’sbusiness years that end within three years from the close of the above annual
general meeting of shareholders.



The term of office of Directors is one year, allowing the shareholders to have theirintentions reflected through elections of Directors every year.

58

B. Respect for Judgment of Outside Parties with High Degree of Independence
and Information Disclosure
In updating the Plan, the Company has established the Independent Committee
as a body to make a substantial judgment objectively with regard to mattersconcerning the operation of the Plan such as its exercise of, abrogation of,amendment to or alteration of the Plan for and on behalf of shareholders with aview to preventing arbitrary decisions by the Board. The members of the
Independent Committee consisting of 3 or more are appointed by the Board fromamong Outside Directors, Outside Corporate Auditors and/or experts who meet therequirements stipulated in the Company’s internal rules for the Independent
Committee.
Once a Purchase has been made, the Independent Committee shall offer arecommendation as to whether or not the Purchase would damage the Company’s
corporate value and the common interests of shareholders, as stated above. Then,the Board shall honor the Independent Committee’s recommendation andsubsequently make a resolution under the Companies Act.
In this way, the Independent Committee shall maintain close surveillance overthe Board to prevent any arbitrary decision by the Board and disclose toshareholders information concerning the details of its judgment, thus ensuring that
the Plan will be handled in a transparent manner within the limits necessary forcontributing to the enhancement of the Company’s corporate value and thecommon interests of shareholders.

59

C. Setting of Reasonable and Objective Conditions
The Plan is designed in ways not to be triggered unless and until reasonable
and objective conditions are met, and ensures a structure to eliminate arbitrary
triggering by the Board.

60

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETSAs of December 31,
2011

Million yen(Reference)
As of December 31,
2010

ASSETS
Current assets:
Cash and deposits
Notes and accounts receivable
Inventories
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

16,893
279,596
102,630
12,982
48,369(3,326)457,145

11,534274,379
95,358
14,62230,842(5,685)421,052

Fixed assets:
Tangible fixed assets:
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Lease assets
Construction in progress
Other tangible fixed assets
Total tangible fixed assets

164,671
123,455
46,740176,054
19,8715,354
88536,236

173,729
131,52247,548
182,569
14,9206,714
95557,100

Intangible fixed assets:
Goodwill
Other intangible fixed assets
Total intangible fixed assets

184,407
49,880234,288

84,17237,640121,812

236,099
5,103
8,601
28,95029,136(5,655)302,237
1,072,762
1,529,907

235,6856,602
8,611
30,45029,942(5,900)305,392
984,305
1,405,358

Investments and other assets:
Investment securities
Long-term loans receivable
Long-term prepaid expenses
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets

61

CONSOLIDATED BALANCE SHEETSAs of December 31,
2011

Million yen(Reference)
As of December 31,
2010

104,527
136,679
25,0006,200
111,063
17,41225,01861,221
61,877
18,931
28,0003,051
3,182
602,166

102,948
69,25915,000
4,011
119,338
8,583
32,49352,56056,46019,60914,0002,817
2,789
499,874

160,133
40,27915,133
21,854135,144
78,01912,16324,738

372
6,601
478
39,089283,942886,108

597
4,831
37,318292,813792,688

LIABILITIES AND NET ASSETSLIABILITIESCurrent liabilities:
Notes and trade accounts payable
Short-term borrowings
Bonds due within one year
Lease obligations
Alcohol tax payable
Consumption taxes payable
Income taxes payable
Other accounts payable
Accrued expenses
Deposits received
Commercial paper
Allowance for employees’ bonuses
Other current liabilities
Total current liabilities
Long-term liabilities:
Bonds
Long-term borrowings
Lease obligations
Allowance for employees’ severance and retirement benefits
Allowance for retirement benefits for directors and corporate
auditors
Deferred tax liabilities
Asset retirement obligations
Other long-term liabilities
Total long-term liabilities
Total liabilities

62

CONSOLIDATED BALANCE SHEETSAs of December 31,
2011

Million yen(Reference)
As of December 31,
2010

NET ASSETS
Shareholders’ equity:
Capital stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity

182,531
150,788338,809(28,295)
643,833

182,531
150,910295,228(28,721)599,948

Accumulated other comprehensive income:
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustments
Total accumulated other comprehensive income(2,685)1584(2,100)198
693
11,351
12,243

2,065
643,798
1,529,907

478
612,670
1,405,358

Minority interests
Total net assets
Total liabilities and net assets

63

CONSOLIDATED STATEMENTS OF INCOME

For the year ended
December 31, 2011

Million yen(Reference)
For the year ended
December 31, 2010

1,462,736
907,243555,492
448,302
107,190
11,154
333
1,136
3,079

1,489,460
943,323546,137
450,787
95,34913,178
314
1,389
—

5,479
1,125
7,435
3,668
3,767
110,909
10,387
2,607
535
4,677
966
—
1,599
30,874
3,695
0
2,192
18
17,914

9,846
1,627
7,384
4,328
3,056
101,142
36,067653
1,738
32,336179
726
432
44,744
5,991
1,068
1,004
1,265
—

Loss on factory restructurings
Loss on adjustment for changes of accounting standard for
asset retirement obligations
Business integration expenses
Other extraordinary losses
Income before income taxes and minority interests—
734

13,573
19,780

460
3,615
2,243
90,422——
2,061
92,464

Income taxes－current

29,93753,547

Income taxes－deferred

4,949
55,535(12,625)-441
55,093(1,536)53,080Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income:Interest income
Dividend income
Gain on valuation of derivatives
Equity in net income of non-consolidated subsidiaries andaffiliated companies
Other non-operating income
Non-operating expenses:
Interest expenses
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sales of fixed assets
Gain on sales of investment securities
Gain on sales of shares in affiliates
Reversal of allowance for doubtful accounts
Gain on change in equity
Other extraordinary gains
Extraordinary losses:
Loss on sales and disposal of fixed assets
Loss on sales of investment securities
Loss on devaluation of investment securities
Loss on liquidation of subsidiaries and affiliates
Earthquake related expenses
Impairment loss on fixed assets

Income before minority interests
Minority interests in net gains (losses) of non-consolidated
subsidiaries
Net income
64

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Million yen

For the year ended December 31, 2011
Shareholders' equity
Capital stock
Balance as of Dec. 31, 2010

Capital surplus

Retained earnings

150,910295,228

182,531

Total
shareholders'equityTreasury stock(28,721)599,948

Changes during the term
Dividends(11,170)(11,170)

Net income (loss)

55,09355,093Acquisition of treasury stock
Disposal of treasury stock

(121)

(11)

(11)

437

315

Change in scope of
consolidation

(125)

(125)

Change in scope of equity
method

(217)

(217)

Other changes in nonshareholders' equity items
during the term (net)Total changes during the term
Balance as of Dec. 31, 2011

—

(121)

43,580425

43,884

182,531

150,788338,809(28,295)

643,833

Accumulated other comprehensive income

Balance as of Dec. 31, 2010

Valuationdifference on
available-forsale securities

Deferred gains orlosses on hedges

Foreign currencytranslation
adjustments

Total
accumulated
othercomprehensive
income198

693

11,351

12,243

Minority
interests

Total
net assets

478

612,670

Changes during the term
Dividends(11,170)

Net income (loss)

55,093Acquisition of treasury stock(11)

Disposal of treasury stock

315

Change in scope of
consolidation(125)

Change in scope of equity
method(217)

Other changes in nonshareholders' equity items
during the term (net)(2,884)(691)(10,767)(14,343)

Total changes during the term

(2,884)(691)(10,767)(14,343)

1,587

31,128

Balance as of Dec. 31, 2011

(2,685)1584(2,100)2,065

643,79865

1,587(12,755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis for Preparation of Consolidated Financial Statements(1) Items in the scope of the consolidation
A. Number of consolidated subsidiaries: 79
Principal consolidated subsidiaries
Please see Item 1 of the “Business Report” (“Overview of Operations of the Asahi
Group, section (7) ‘Principal Subsidiaries’”), for a summary of the current status ofprincipal consolidated subsidiaries.
Companies added to the scope of consolidation during the consolidated fiscal year underreview were Asahi Liquor New Zealand Limited, Asahi Beverages New Zealand Limitedand Asahi Group Holdings Southeast Asia Pte. Ltd. due to their incorporation; Flavoured
Beverages Group Holdings Limited and fourteen (14) other companies, P&N Beverages
Australia Pty. Limited (The name P&N Beverages Australia Pty. Limited has beenchanged to Asahi Beverages Australia Pty. Ltd.) and one (1) other company, Charlie'sGroup Limited (Charlie's Group Limited has merged together with Charlie's Trading
Company Limited and changed its name to Charlie's Trading Company Limited.) andfive (5) other companies, and Permanis Sdn. Bhd. and nine (9) other companies due tothe acquisition of their shares; and Asahi Breweries, Ltd., which succeeded to thealcoholic beverage business, and Michinoku, Ltd. due to an increase in their materiality.
Companies removed from the scope of consolidation during the consolidated fiscal year
under review were LB Co., Ltd. (Nagoya), Asahi Beer Garden, Ltd., Charlie’s Group
Limited and Flavoured Beverages Limited due to merger with consolidated subsidiaries;
Asahi Office and Building Services Co., Ltd., Full House, Ltd. and Asahi Logistics
Research, Ltd. due to liquidation; Haitai Beverage Company, Limited due to theassignment of shares thereof to LG Household & Health Care Ltd.; and Hangzhou Xihu
Beer Asahi Co., Ltd. and Zhejiang Xihu Beer Asahi Co., Ltd. due to the assignment of
capital equity participation therein to China Resources Snow Breweries (China)
Investment Limited.
B. Principal non-consolidated subsidiaries:
DEMBALL LIMITED
Rationale for exclusion from the scope of consolidation:
The non-consolidated subsidiaries including the one mentioned above are all small interms of total assets, sales, net profit or loss, and retained earnings (amountcorresponding to equity ownership); they have no material impact as a whole on the
consolidated financial statements and are thus excluded from the scope of consolidation.

66

(2) Items concerning application of the equity method
A. Number of companies subject to application of the equity method: 60
Non-consolidated subsidiary subject to application of the equity method: 1
Asahi Beer Engineering Co., Ltd.
Affiliates subject to application of the equity method: 59
These include Asahi Business Solutions Corp., Shenzhen Tsingtao Beer Asahi Co., Ltd.,
Asahi & Mercuries Co., Ltd., Tsingtao Brewery Co., Ltd., China Foods Investment
Corp., Yeastock, Ltd., Jiangsu Shengguo Wine Co. Ltd, Tingyi-Asahi Beverages
Holding Co., Ltd. and fifty-one (51) other affiliated companies.
Companies that became subject to application of the equity method in the consolidated
fiscal year under review were as follows: eighteen (18) affiliates of Tingyi-Asahi
Beverages Holding Co., Ltd. due to their incorporation; and Yeastock, Ltd. due to anincrease in its materiality.
B. Principal non-consolidated subsidiaries and affiliates not subject to application of the equity
methodNon-consolidated subsidiaries:

DEMBALL LIMITED

Affiliates:

Asahi Business Produce Co., Ltd.

Rationale for not applying the equity method to the non-consolidated subsidiaries andaffiliates:
The companies in question have extremely slight impact on net profit or loss andretained earnings (amount corresponding to the Company’s equity ownership); they haveno material impact as a whole on the consolidated financial statements and thus theequity method was not applied.
(3) Accounting period of the consolidated subsidiaries
The accounting period of Asahi Beer U.S.A., Inc., is October 1 to September 30 and isdifferent from that of the Company. Thus, a provisional fiscal year ending at December 31(calculated by a reasonable procedure in accordance with legitimate accounting methods)
was used for Asahi Beer U.S.A., Inc. for consolidation purposes. All other consolidated
subsidiaries have the same accounting period as the Company.
(4) Significant accounting policies
A. Policies and methods of valuation for significant assets
1) Valuation basis and method for securities:
Held-to-maturity debt securities
Held-to-maturity debt securities are stated at the amortized cost.

67

Other securities
Securities with market value
Carried at the average market value for the month immediately preceding theconsolidated balance sheet date (related valuation differences are directly charged
or credited to net assets, and the cost of securities sold is computed by themoving-average method).
Securities without market value
Stated at cost based on the moving-average method.
2) Valuation basis and method for derivatives:
Market price method
3) Valuation basis and method for inventories:
Merchandise, finished goods and semi-finished goods are stated at cost determined
mainly by the weighted-average method (write-downs to net selling value regarded as
decreased profitability).
Raw materials and supplies are stated at cost determined mainly by the movingaverage method (write-downs to net selling value regarded as decreased profitability).
B. Depreciation methods for major assets:
Tangible fixed assets (excluding lease assets):
Tangible fixed assets are mainly depreciated using the straight-line method. However,some consolidated subsidiaries use the declining balance method.
The estimated useful lives of the assets are based mainly on the same standards as
those specified in the Corporation Tax Act.
Intangible fixed assets (excluding lease assets):
Intangible fixed assets are amortized using the straight-line method.
The estimated useful lives of the assets are based mainly on the same standards as
those specified in the Corporation Tax Act.
Software for internal use is amortized by the straight-line method over a useful life of
five (5) years. Trademark rights are mainly amortized over twenty (20) years using thestraight-line method.
Lease assets:
Finance leases that do not transfer ownership rights are amortized to a residual valueof zero using the straight-line method, with the lease period as the estimated usefullife.
Of the finance leases that do not transfer ownership rights, those that began before
December 31, 2008 are treated similarly as those applied to regular operating leases.
68

C. Accounting criteria for major allowances:
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimateduncollectible amounts with respect to certain identified doubtful receivables and theamounts calculated using the rate of actual collection losses with respect to the otherreceivables.
Allowance for employees’ severance and retirement benefits:
The Company and its consolidated subsidiaries make provisions in the necessaryamount of allowance for employees’ severance and retirement benefits deemed tohave accrued during the term, based on each company’s projected benefit obligations
and the pension fund balance as of the end of the consolidated fiscal year underreview.
Actuarial gain or loss is amortized, beginning in the year following the year in which
the gain or loss is recognized, by the straight-line method for a given number of years(mainly ten (10) years) within the employees’ average remaining years of service.
Prior service costs are amortized by the straight-line method within the employees’
average remaining years of service (mainly ten (10) years) from the time they arise.
Allowance for retirement benefits for directors and corporate auditors:
Some of the consolidated subsidiaries calculate the required amount as of the end of
the consolidated fiscal year under review, based on internal regulations, in
preparation for payment of retirement benefits to directors and corporate auditors.
Allowance for employees’ bonuses:
An allowance for employees’ bonuses is provided at the estimated amount applicableto the consolidated fiscal year under review.
D. Other significant items associated with the preparation of consolidated financial statements
1) Significant hedge accounting method
a. Hedge accounting method
The Company defers gains or losses on its hedges.
For currency swaps, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations. For interest
rate swaps, the Company applies exceptional treatment when the swap in question meetsthe conditions for application of such exceptional treatment.
b. Hedging instruments and hedged items:
Hedging instruments:

Currency swaps, foreign exchange contracts and interest
rate swaps
69

Hedged items:

Transactions in foreign currencies and interest on
borrowingsc. Hedging policy:
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets and in interest rates and to reduce the costs of financing. It is theCompany’s policy not to engage in speculative transactions that deviate from realdemand or in highly leveraged transactions.
d. Method of evaluating the effectiveness of hedging:
The Company assesses the effectiveness of its hedges by comparing changes in themarket values of the hedged items and of the hedging instruments over the entire periodof the hedge. When the Company allocates differences in the values of hedging
instruments or when it accounts for the value of swaps under exceptional treatment,these determinations allow it to forgo evaluation of the effectiveness of hedges in thesecases.
2) Treatment of consumption taxes
Consumption taxes are mainly excluded from the statements of income, except in thecase of non-deductible consumption taxes related to fixed assets that are charged whenincurred.
(5) Amortization of goodwill
Goodwill is amortized by the straight-line method over a five (5)- to twenty (20)-year period.

(Changes in accounting policy)
Application of “Accounting Standard for Equity Method of Accounting for Investments” and“Practical Solution on Unification of Accounting Policies Applied to Associates Accounted for
Using the Equity Method”
The Company has applied “Accounting Standard for Equity Method of Accounting forInvestments” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 16, publishedMarch 10, 2008) and “Practical Solution on Unification of Accounting Policies Applied to
Associates Accounted for Using the Equity Method” (ASBJ PITF No. 24 published March
10, 2008) beginning with the consolidated fiscal year under review. This change has had noeffect on profit or loss.
Application of “Accounting Standard for Asset Retirement Obligations”, etc.
The Company has applied “Accounting Standard for Asset Retirement Obligations” (ASBJ
Statement No. 18, published March 31, 2008) and “Guidance on Accounting Standard for
Asset Retirement Obligations” (ASBJ Guidance No. 21 published March 31, 2008)
beginning with the consolidated fiscal year under review. This change resulted in a decrease70

in both operating income and recurring profit by ¥38 million each, and a decrease in income
before income taxes and minority interests by ¥499 million.

(Change in method of presentation)
Consolidated Statements of Income
The Company has applied “Cabinet Office Ordinance on the Partial Revision of the Rules
including Ordinance on Terminology, Forms, and Preparation Methods of Financial
Statements, etc.” (Cabinet Office Ordinance No. 5 dated March 24, 2009) in accordance with
“Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22
published December 26, 2008) and presented “Income before minority interests” in the
consolidated statements of income beginning with the consolidated fiscal year under review.

(Additional information)
Application of “Accounting Standard for Presentation of Comprehensive Income”
The Company has applied “Accounting Standard for Presentation of Comprehensive
Income” (ASBJ Statement No.25, June 30, 2010) beginning with the consolidated fiscal year
under review. The amounts of “Valuation and translation adjustments” and “Total valuationand translation adjustments” are indicated as the amounts of “Accumulated othercomprehensive income” and “Total accumulated other comprehensive income” for theprevious consolidated fiscal year.

2. Notes to the Consolidated Balance Sheets(1) Pledged assets and secured liabilities
The following assets have been provided as collateral for short-term borrowings of ¥275
million and long-term borrowings of ¥1,204 million:
Buildings and structures:¥4,120 million

Machinery, equipment and vehicles:¥1,510 million

Land:¥9,188 million

Total¥14,819 million(2) Accumulated depreciation of tangible fixed assets:¥695,068 million(3) Contingent liabilities
Guarantees:¥586 million71

(4) Matured notes at term-end
The balance sheet date for the term fell on a bank holiday, and trade notes with maturity on
the balance sheet date were cleared on the clearing houses the next business day. Current
assets and current liabilities thus respectively include notes receivable and notes payable
with maturity on the balance sheet date as follows:
Notes receivable:¥1,067 million

Notes payable:¥154 million

3. Notes to the Consolidated Statements of Income
Non-operating expenses
Among non-operating expenses, “Other non-operating expenses” include goodwill
amortization costs of ¥424 million arising in relation to the holding company of a Groupaffiliate accounted for by the equity method.
4. Notes to the Consolidated Statements of Changes in Net Assets(1) Total number of the issued shares as of the end of the consolidated fiscal year underreview
Common stock
As of the end of the consolidated fiscal year (Dec. 31, 2011)

483,585,862 shares(2) Dividends from surplus distributed during the consolidated fiscal year under review
A. It was resolved at the 87th Annual General Meeting of Shareholders of March 25, 2011 asfollows:
Item related to dividends on common stock
Total amount of dividends:¥5,817 million

Dividend per share:¥12.50Record date:

December 31, 2010

Effective date:

March 28, 2011

B. It was resolved at the Board of Directors Meeting of August 2, 2011 as follows:
Item related to interim dividends on common stock
Total amount of interim dividends:¥5,352 million

Interim dividend per share:¥11.50Record date:June 30, 2011

Effective date:

September 1, 201172

(3) Dividends from surplus to be distributed after the final day of the consolidated fiscal
year under review
The following item has been placed on the agenda for approval at the 88th Annual General
Meeting of Shareholders scheduled for March 27, 2012.
Item related to dividends on common stock
Source of dividends:

Retained earnings

Total amount of dividends:¥6,286 million

Dividend per share:¥13.50Record date:

December 31, 2011

Effective date:

March 28, 2012

(4) Number of shares subject to stock acquisition rights upon exercise thereof at the end of theconsolidated fiscal year under review
The First Issue of stock acquisition rights (issued March 28, 2003)
Number of stock acquisition rights:

86

Class and number of shares subject to the stock acquisition rights:
86,000 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥830

March 28, 2005 to March 27, 2013

The Second Issue of stock acquisition rights (issued March 30, 2004)
Number of stock acquisition rights:

4,153

Class and number of shares subject to the stock acquisition rights:
415,300 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥1,205

March 30, 2006 to March 29, 2014

The Third Issue of stock acquisition rights (issued March 30, 2005)
Number of stock acquisition rights:

5,789

Class and number of shares subject to the stock acquisition rights:
578,900 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥1,374

March 30, 2007 to March 29, 2015

The Fourth Issue of stock acquisition rights (issued March 30, 2006)
Number of stock acquisition rights:

6,190

Class and number of shares subject to the stock acquisition rights:
619,000 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥1,688March 30, 2008 to March 29, 201673

5. Notes on Financial Instruments(1) Financial instruments
A. Policy on handling of financial instruments
The Company and its principal consolidated subsidiaries procure necessary funds via loans
from financial institutions and by issuing commercial paper and bonds while taking into
account the changing business environment. In doing so, the Company and its principal
consolidated subsidiaries consider direct or indirect financing as well as the balance between
short and long-term debt based on fund procurement costs and risk diversification. Looking
to use funds efficiently, the Group introduced a cash management system among theCompany and its principal domestic consolidated subsidiaries to reduce consolidated
interest-bearing debt. If surplus funds are generated temporarily, as a result, the Company
invests it in safe financial instruments.
The Company’s policy is to use derivatives trading only to hedge risks to be discussed later,and not for speculation.
B. Details of financial instruments and risks
Trade receivables of the Group companies, including notes and accounts receivable andlong-term loans receivable, are exposed to client credit risks. Additionally, foreign currencybased trade receivables are exposed to currency fluctuation risk as well.
Investment securities of the Company and the Group companies include equity interests inbusiness partners and bonds to be held to maturity and are thus exposed to risks of the stockor bond issuer (i.e., the business partner) as well as market price fluctuation risk. Of these,
foreign currency-based investment securities are exposed to currency fluctuation risk as well.
Trade payables of the Group companies, including notes and trade accounts payable andother accounts payable, generally have a due date of one (1) year or less. Foreign currencybased trade payables are exposed to currency fluctuation risk as well.
Commercial paper, borrowings, and bonds are exposed to liquidity risk (i.e., the risk ofbeing unable to make payment on the due date due to deterioration in the funds procurement
environment). Some of the Company’s borrowings are based on variable interest rates, forwhich the Company hedges risks using interest rate swaps. Foreign currency-based
borrowings are exposed to currency fluctuation risk as well.
Derivatives trades include foreign exchange contracts to hedge against foreign exchange
fluctuation risks related to foreign-currency based receivables and payables, interest rate
swap transactions to hedge against interest rate risks on borrowings, and commodity swap
transactions and currency option transactions to hedge against price fluctuation risks whenoverseas subsidiaries procure raw materials.
For hedging instruments, hedged items, hedging policy, and method of evaluating theeffectiveness of the hedging for the hedge accounting, please see “Significant hedge
74accounting method” within “Significant accounting policies” discussed earlier.
C. Risk management system relating to financial instruments
1) Credit risk management (managing risks related to business partners not fulfilling
contract obligations)
In accordance with accounting rules, guidelines on handling accounting operations, andaccounts receivable management rules, each business section or sales management sectionof the Group companies regularly monitors trade receivables and long-term loans to major
business partners. The above sections also routinely check the management status ofdeadlines and balances for each business partner. In collaboration with each of the sales
sections, the Group companies monitor non-performing assets and their collection status.
When executing derivatives transactions, the Company as a rule limits its transactions tofinancial institutions with high credit ratings to minimize credit risk.
2) Managing market risks (foreign exchange and interest rate fluctuation risks)
Looking to reduce foreign exchange fluctuation risks on future foreign currency-based
cash flows which the Company has ascertained for specific currencies, the Company has
established a currency hedging policy which mainly uses currency forward contracts basedon the current status and future outlook of the foreign exchange market. The transactions arebeing carried out in accordance with the authority regulations. The Company also engages ininterest rate swap transactions to avoid interest rate fluctuation risks relating to borrowings.
For investment securities, the Group companies regularly monitor their market values
and financial status of the issuers (the Company’s business partners). This is to review the
Company’s holdings on a consistent basis based on its relationship with business partners.
Each finance section engages in derivatives transactions in accordance with thederivatives transaction management rules which stipulate the transaction policy and trading
authority and reports the transactions to the Executives in charge of finance pursuant to theauthority regulations. Consolidated subsidiaries also manage their trading according to theCompany’s rules.
3) Managing liquidity risk related to funds procurement (risk of being unable to makepayment on the due date)Since the Company and its principal domestic consolidated subsidiaries have introduced
the cash management system, the Company manages liquidity risks of those companies
participating in this system.
Based on reports from each Section and each company, the Company’s Finance Section
manages liquidity risk by creating and updating its cash management plan as necessary andby engaging in efficient fund procurement while reducing short-term liquidity.

75

(2) Market value of financial instruments
The amount recorded on the consolidated balance sheets at the end of the consolidated fiscal
year under review, the market value and the difference between the two are shown below foreach financial instrument. Financial instruments with respect to which the Company considers
deriving the market value to be extremely difficult are not included in the table (see Note 2).

Million yen

Amounts
recorded on the
consolidatedbalance sheets
16,893
279,596(3,123)
276,472

Market value

Difference(1) Cash and deposits
16,893—(2) Notes and accounts receivable
Allowance for doubtful accounts (*1)
Notes and accounts receivable (net)276,472—(3) Investment securities
A. Shares in affiliates
72,616116,938
44,321
B. Held-to-maturity debt securities
500
504
4
C. Other securities
64,24664,246—(4) Long-term loans receivable (*2)
7,012
Allowance for doubtful accounts (*3)
(2,982)Long-term loans receivable (net)
4,030
4,054
23
Total assets
434,759
479,10944,349(1) Notes and trade accounts payable
104,527
104,527—(2) Short-term borrowings
90,21890,218—(3) Other accounts payable
61,221
61,221—(4) Deposits received
18,931
18,931—(5) Commercial paper
28,00028,000—(6) Bonds (*4)
185,133
187,076
1,943(7) Long-term borrowings (*5)
86,74087,444703(8) Lease obligations (*6)
21,33322,041
708
Total liabilities
596,107599,462
3,355
Derivatives (*7)
(322)
(322)
—
(*1) Allowances for doubtful accounts recorded under notes and accounts receivable are excluded.
(*2) Long-term loans receivable within one (1) year are included.
(*3) Allowances for doubtful accounts recorded individually under long-term loans receivable areexcluded.
(*4) Bonds due within one (1) year are included.
(*5) Long-term borrowings due within one (1) year are included.
(*6) Lease obligations (current liabilities) are included.
(*7) The net amount of receivables and payables accrued from derivatives transactions are indicated.

Note 1. Calculation methods for deriving market values of financial instruments, items relating
to securities and derivatives transactions
Assets(1) Cash and deposits, (2) Notes and accounts receivable
Book value is used because these items are settled in a short time, making their market
value about equivalent to their book value.
(3) Investment securities
Market value at financial instruments exchange is used for stock, whereas the value
indicated by the financial institution with which the Company does business is used for
debt securities and others.
(4) Long-term loans receivable
The market value of long-term loans receivable is calculated by discounting the expected76

value of principal and interest receivable by the interest rate expected if a similar new
loan were to be issued.
Liabilities(1) Notes and trade accounts payable, (2) Short-term borrowings, (3) Other accounts payable,(4) Deposits received, and (5) Commercial paperBook value is used because these items are settled in a short time, making their market
value about equivalent to their book value.
(6) Bonds
For bonds the Company issues, market price is used for those that have a market value
and the price indicated by financial institutions with which the Company does business isused for those without market value.
(7) Long-term borrowings
The market value of long-term borrowings is calculated by taking the total amount ofprincipal and interest and discounting it by the interest rate expected if a new borrowing
were to be taken out, thereby deriving the present value. Long-term borrowings withvariable interest rates are subject to exceptional treatment using interest rate swaps.
These are calculated by discounting the total amount of principal and interest involved in
the interest rate swap concerned by the interest rate deemed appropriate if a similarborrowing were to be taken out.
(8) Lease obligations
The market value of lease obligations is calculated by taking the present value of theobligation concerned – discounting the total amount of principal and interest by theinterest rate expected if a similar, new lease obligation were to be incurred.
Derivatives transactions
The Company considers the price indicated by the financial institution with which it does
business as the market value. However, since derivatives transactions subject to exceptional
treatment using interest rate swaps are processed as part of long-term borrowings subject tohedging, the market value of these derivative transactions are recorded as part of the market
value of the long-term borrowings concerned.
Note 2. Of the other securities and securities of affiliates, those that are unlisted (¥98,736
million recorded on the consolidated balance sheets) do not have a market price andestimating future cash flow is not possible. The Company thus considers deriving theirmarket value as being extremely difficult and does not include these securities under(3) Investment securities.

776. Per share information(1) Net assets per share:¥1,378.19(2) Net income per share:¥118.36

7. Other notes
Figures in amounts of less than one million yen are omitted.

78

Reference: CONSOLIDATED STATEMENTS OF CASH FLOWS (Summary)

Cash flows from operating activities:
Income before income taxes and minority interests
Depreciation
Amortization of goodwill
Increase (decrease) in allowance for employees' severance
and retirement benefits
Increase (decrease) in allowance for doubtful accounts
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Increase (decrease) in trade payables
Increase (decrease) in alcohol tax payable
Other cash flows from operating activities
SubtotalInterest and dividend income received
Interest expenses paid
Income taxes paid
Net cash provided by operating activities
Cash flows from investing activities:
Purchase of fixed assets
Purchase of investment securities
Proceeds from sales of investment securities
Purchase of investments in subsidiaries
Payments for transfer of business
Purchase of investments in subsidiaries resulting in change inscope of consolidation
Proceeds from sales of investments in subsidiaries resulting inchange in scope of consolidation
Other cash flows from investing activities
Net cash used in investing activities
Cash flows from financing activities:
Increase (decrease) in financial liabilities
Purchase of treasury stock
Cash dividends paid
Other cash flows from financing activities
Net cash provided by (used in) financing activities

79

For the year ended
December 31, 2011

Million yen
For the year ended
December 31, 2010

90,422
58,134
6,796

92,46459,7095,931(1,423)(1,811)(837)(3,089)(890)(9,293)
14,896
152,904
5,745(3,345)(46,791)
108,513

2,141
(233)
(255)
1,716
2,255
(4,128)
5,633
165,234
6,964(4,090)(42,499)
125,608(26,594)(8,352)
977——(30,145)(50,264)
46,488(2,920)(5,339)(142,142)

—

3,014
1,863
(171,234)—
390(41,790)

83,831(11)(11,170)(5,559)67,090(78,412)(22)(9,999)(2,393)(90,828)

Reference: CONSOLIDATED STATEMENTS OF CASH FLOWS (Summary)Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Increase in cash and cash equivalents resulting from merger
with non-consolidated subsidiaries
Cash and cash equivalents at end of year80

For the year ended
December 31, 2011

Million yen
For the year ended
December 31, 2010

819
5,187
10,813(261)(7,271)
18,082

136
16,1372
10,813

FINANCIAL STATEMENTS
NON-CONSOLIDATED BALANCE SHEETSAs of December 31,
2011

Million yen(Reference)
As of December 31,
2010

ASSETS
Current assets:
Cash and deposits
Notes receivable
Accounts receivable
Merchandise and finished goods
Semi-finished goods
Raw materials
Supplies
Short-term loans receivable
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

3,637
—
—
—
—
—
—
43,445782
193
16,587(389)
64,257

3,696
3,040
180,353
9,672
7,325
14,1884,546
21,643
10,096
6,964
8,674(4,634)
265,569

Fixed assets:
Tangible fixed assets:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Lease assets
Construction in progress
Total tangible fixed assets

14,677
349
177
1
664
15,034532
305
31,743

112,552
14,616
91,96913
40,069126,074
538
1,363
387,198

Intangible fixed assets:
Rights to use of facilities
Trademark rights
SoftwareLease assets
Other intangible fixed assets
Total intangible fixed assets

41
16,6846,020
21
022,767517
17,6526,858
17
925,05581

NON-CONSOLIDATED BALANCE SHEETS

Investments and other assets:
Investment securities
Shares in affiliates
Capital invested in affiliates
Long-term loans receivable
Deferred tax assets
Prepaid pension cost
Other investments
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets

82

As of December 31,
2011

Million yen(Reference)
As of December 31,
2010

32,394
902,820
7,309
4,877
21,338—
1,337(1,931)
968,145
1,022,656
1,086,914

73,253
293,751
5,219
8,816
19,38912,626
16,249(6,804)
422,501
834,755
1,100,325

NON-CONSOLIDATED BALANCE SHEETSAs of December 31,
2011

Million yen(Reference)
As of December 31,
2010

LIABILITIESCurrent liabilities:
Trade accounts payable
Short-term borrowings
Bonds due within one year
Lease obligations
Alcohol tax payable
Consumption taxes payable
Income taxes payable
Other accounts payable
Accrued expenses
Deposits received
Commercial paper
Allowance for employees’ bonuses
Allowance for directors’ and corporate auditors’ bonuses
Other current liabilities
Total current liabilities—
121,400
25,000
284
—
—
—
1,080
2,714
191,187
28,000130101
217370,11655,71842,50015,000219
110,271
6,545
16,927
4,819
42,21533,01014,000
1,375
121
326
343,051

Long-term liabilities:
Bonds
Long-term borrowings
Lease obligations
Long-term deposits received
Allowance for employees’ severance and retirement benefits
Other long-term liabilities
Total long-term liabilities
Total liabilities

160,133
35,200299——
100
195,732
565,848

135,144
71,200366
33,3172,809
208
243,047
586,098

LIABILITIES AND NET ASSETS

83

NON-CONSOLIDATED BALANCE SHEETSNET ASSETS
Shareholders’ equity:
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Reserve for reduction in entry of fixed assets
General reserve
Retained earnings carried forward
Treasury stock
Total shareholders’ equity
Valuation and translation adjustments:
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

84

As of December 31,
2011

Million yen(Reference)
As of December 31,
2010

182,531
159,805130,292
29,513
209,705
209,705—
185,000
24,705(28,295)
523,747

182,531
159,927
130,292
29,635
199,034
199,034946
175,000
23,087(28,721)
512,771(2,681)—(2,681)
521,065
1,086,914

761
693
1,455
514,226
1,100,325

NON-CONSOLIDATED STATEMENTS OF INCOME

Net sales
Operating revenue
Operating income of the Group
Rent income from real estate
Dividends from subsidiaries and affiliates
Total operating revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating expenses
Operating income
Non-operating income:Interest and dividend income
Gain on valuation of derivatives
Other non-operating income
Non-operating expenses:
Interest expenses
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sales of fixed assets
Gain on sales of investment securities
Gain on sales of shares in affiliates
Gain on liquidation of subsidiaries and affiliates
Reversal of allowance for doubtful accounts
Gain on contribution of securities to retirement benefit trust
Extraordinary losses:
Loss on sales and disposal of fixed assets
Loss on sales of investment securities
Loss on devaluation of investment securities
Loss on sales of shares in affiliates
Loss on devaluation of shares in affiliates
Loss on devaluation of equity participation in affiliates
Loss on liquidation of subsidiaries and affiliates
Earthquake related expenses
Extra retirement payments
Impairment loss
Loss on factory restructurings
Loss on adjustment for changes of accounting standard for
asset retirement obligations
Other extraordinary losses
Income before income taxes
Income taxes－current
Income taxes－deferred
Net income
85

For the year ended
December 31, 2011

Million yen(Reference)
For the year ended
December 31, 2010

400,141
12,523
11,191
726
605
412,665
278,948
121,192
90,363
11,87831,474
20,17915,817
3,281
1,079
5,092
2,445
2,647
46,562
1,746
0
—
257
39
1,449
—
15,485
1,078
—
1,587
63
433
—
596
9,833
1,637
—
—

963,270————
963,270
675,160
288,110203,369—
84,741
4,898
2,539
—
2,359
4,932
2,637
2,294
84,707
2,223
17
1,653
—
—
309
242
49,039
4,680
566
989
—
16,678
0
3,409
—
—
1,595
19,778254—
32,823
3,708
7,273
21,841—
1,340
37,892
31,193(10,962)
17,661NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSFor the year ended December 31, 2011

Million yen
Shareholders' equity
Capital surplus

Capitalstock

Balance as ofDec. 31, 2010

182,531

Capital reserve

Other capitalsurplus

Total capitalsurplus130,292

29,635

159,927

Retained earnings
Other retained earnings
Reserve for
Retained
reduction
General reserveearnings
in entry ofcarried forward
fixed assets
946

175,000

Total
retainedearnings

23,087

199,034

Dividends(11,170)(11,170)

Net income (loss)

21,841

21,841

59—(10,000)

—

887

—

Changesduring the term

Acquisition oftreasury stock
Disposal oftreasury stock

(121)

(121)

Reversal of reserve
for reduction inentry of fixed assets(59)

Provision of generalreserve

10,000

Reversal for
corporate division(887)

Other changes in
non-shareholders'equity items during
the term (net)Total changes
during the term

—

—

(121)

(121)

(946)

10,000

1,618

10,671

Balance as ofDec. 31, 2011

182,531130,292

29,513

159,805—

185,000

24,705

209,705

Shareholders' equity

Balance as ofDec. 31, 2010

Valuation and translation adjustments

Treasury stock

Total
shareholders'equityValuationdifference on
availablefor-salesecurities(28,721)

512,771

761

Deferred
Total valuation
gains or losses and translation
on hedges
adjustments

693

1,455

Total
net assets

514,226

Changesduring the term
Dividends(11,170)(11,170)

Net income (loss)

21,841

21,841

Acquisition oftreasury stock

(11)

(11)

(11)

Disposal oftreasury stock

437

315

315

Reversal of reserve
for reduction inentry of fixed assets——

Provision of generalreserve——

Reversal for
corporate division——

Other changes in
non-shareholders'equity items during
the term (net)Total changes
during the term

425

Balance as ofDec. 31, 2011(28,295)(3,443)(693)(4,136)(4,136)

10,975(3,443)(693)(4,136)

6,839

523,747(2,681)—(2,681)

521,06586

NOTES TO THE NON-CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies(1) Valuation basis and method for securities
Shares in subsidiaries and affiliates:
Stated at cost based on the moving-average method.
Other securities
Securities with market value
Carried at the average market value for the month immediately preceding the balance
sheet date (related valuation differences are directly charged or credited to net assets,
and the cost of securities sold is computed by the moving-average method).
Securities without market value
Stated at cost based on the moving-average method.
(2) Valuation basis and method for derivatives
Market price method(3) Valuation basis and method for inventories:
Merchandise, finished goods and semi-finished goods are stated at cost determined by theweighted-average method (write-downs to net selling value regarded as decreased
profitability).
Raw materials and supplies are stated at cost determined by the moving-average method(write-downs to net selling value regarded as decreased profitability).
(4) Depreciation methods for fixed assets:
A. Tangible fixed assets (excluding lease assets):
Tangible fixed assets are mainly depreciated using the straight-line method.
The estimated useful lives of the assets are based on the same standards as thosespecified in the Corporation Tax Act.
B. Intangible fixed assets (excluding lease assets):
Intangible fixed assets are amortized using the straight-line method.
The estimated useful lives of the assets are based on the same standards as thosespecified in the Corporation Tax Act.
Software for internal use is amortized by the straight-line method over a useful life of
five (5) years. Trademark rights are mainly amortized over twenty (20) years using thestraight-line method.

87

C. Lease assets:
Finance leases that do not transfer ownership rights are amortized to a residual value ofzero using the straight-line method, with the lease period as the estimated useful life.
Of the finance leases that do not transfer ownership rights, those that began before
December 31, 2008 are treated similarly as those applied to regular operating leases.
(5) Accounting criteria for allowances:
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimated uncollectible
amounts with respect to certain identified doubtful receivables and the amounts
calculated using the rate of actual collection losses with respect to the other receivables.
Allowance for employees’ severance and retirement benefits:
The Company makes provisions in the necessary amount of allowance for employees’
severance and retirement benefits deemed to have accrued during the term, based on the
Company’s projected benefit obligations and the pension fund balance as of the end of
the fiscal year under review.
Actuarial gain or loss is amortized, beginning in the year following the year in which
the gain or loss is recognized, by the straight-line method for a given number of years(ten (10) years) within the employees’ average remaining years of service.
Prior service costs are amortized by the straight-line method within the employees’
average remaining years of service (ten (10) years) from the time they arise.
Allowance for employees’ bonuses:
An allowance for employees’ bonuses is provided at the estimated amount applicable tothe fiscal year under review.
Allowance for directors’ and corporate auditors’ bonuses:
An allowance for directors’ and corporate auditors’ bonuses is provided at the estimatedamount applicable to the fiscal year under review.
(6) Hedging accounting method
A. Hedging accounting method
The Company defers gains or losses on its hedges.
For foreign exchange contracts, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations. For interest rate
swaps, the Company applies exceptional treatment when the swap in question meets theconditions for application of such exceptional treatment.

88

B. Hedging instruments and hedged items:
Hedging instruments: Foreign exchange contracts and interest rate swaps
Hedged items:

Loans receivable in foreign currencies and interest on borrowings

C. Hedging policy:
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets and in interest rates and to reduce the costs of financing. It is theCompany’s policy not to engage in speculative transactions that deviate from real demand orin highly leveraged transactions.
D. Method of evaluating the effectiveness of hedging:
The Company assesses the effectiveness of its hedges by comparing changes in the market
values of the hedged items and of the hedging instruments over the entire period of thehedge. When the Company allocates differences in the values of hedging instruments orwhen it accounts for the value of swaps under exceptional treatment, these determinations
allow it to forgo evaluation of the effectiveness of hedges in these cases.
(7) Treatment of consumption taxes:
Consumption taxes are excluded from the statements of income, except in the case of nondeductible consumption taxes related to fixed assets that are charged when incurred.

(Significant change in accounting policy)
Application of “Accounting Standard for Asset Retirement Obligations”, etc.
The Company has applied “Accounting Standard for Asset Retirement Obligations” (ASBJ
Statement No. 18, published March 31, 2008) and “Guidance on Accounting Standard for
Asset Retirement Obligations” (ASBJ Guidance No. 21 published March 31, 2008)
beginning with the fiscal year under review. This change resulted in a decrease in both
operating income and recurring profit by ¥1 million each, and a decrease in income before
income taxes and minority interests by ¥255 million yen.
(Change in method of presentation)
Change in method of presentation relating to Balance Sheets
In consideration of the financial materiality and the perspective of increasing the clarity ofpresentation, “Supplies”, which had been classified as a separate item under current assets
in the previous fiscal year, was included in “Other current assets”.
Change in method of presentation relating to Statements of Income
Owing to an increase in materiality, “Extra retirement payments” (valued at ¥928 million asof the previous fiscal year-end), which had previously been included in “Other
extraordinary losses”, was classified as a separate item beginning with the fiscal year underreview.
89

2. Notes to the Non-Consolidated Balance Sheets(1) Accumulated depreciation on tangible fixed assets:¥27,935 million(2) Contingent liabilities
A. Guarantees, etc., against bank borrowings
Guarantees:¥5,059 million

B. Guarantees, etc., against derivatives
Guarantees:
Contract amount, etc.:¥3,909 million

Unrealized gains (losses):¥(163) million(3) Monetary claims and obligations with affiliates
Short-term monetary claims on affiliates:¥48,576 million

Long-term monetary claims on affiliates:¥4,877 million

Short-term monetary obligations to affiliates:¥191,674 million

3. Notes to the Non-Consolidated Statements of Income(1) Transactions with affiliates:
Net sales:¥21,080 million

Operating revenue:¥12,430 million

Purchases:¥35,766 million

Selling, general and administrative expenses:¥16,230 million

Operating expenses:¥581 million

Transactions other than operating transactions:¥15,860 million(2) “Net sales”, “Cost of sales” and “Selling, general and administrative expenses” eachindicates the amount that was posted prior to the transition to the pure holding company
structure, and “Operating revenue” and “Operating expenses” each indicates the amountthat was posted subsequent to the transition.
(3) “Gross profit” indicates “Net sales” less “Cost of sales”.

4. Notes to the Non-Consolidated Statements of Changes in Net Assets
Treasury stock
Type of stock

Balance as of the end of
the previous fiscal year

Common stock

18,220,056

Increase

Decrease

Balance as of the end of
the fiscal year
under review

7,246

277,302

17,950,00090(Reasons for change)
The increase in the number of shares was the result of the following:
Increase resulting from purchases of Less-than-One–Unit Shares from shareholders
upon request:

7,246 shares

The decrease in the number of shares was the result of the following:
Decrease resulting from sales of Less-than–One-Unit Shares to shareholders uponrequest:502 shares
Decrease resulting from exercise of stock options:
276,800 shares

5. Tax effect accounting(1) Deferred tax assets and liabilities
Deferred tax assets
Shares in affiliates due to restructuring
Allowance for doubtful accounts, in excess of tax-deductible amount:
Allowance for employees’ bonuses, non-tax deductible:
Loss on devaluation of investment in subsidiaries, non-tax deductible:
Loss on devaluation of investment securities, non-tax deductible:
Loss on devaluation of capital contributions for subsidiaries,
non-tax deductible:
Valuation difference on available-for-sale securities
Others:Subtotal deferred tax assets:
Valuation allowance:
Total deferred tax assets:¥19,278 million¥800 million¥52 million¥13,028 million¥985 million¥4,513 million¥1,465 million¥330 million¥40,454 million¥(18,886) million¥21,567 million

Deferred tax liabilities
Others:¥(35) million

Total deferred tax liabilities:¥(35) million

Net deferred tax assets:¥21,531 million(2) Effective tax rates before and after application of tax effect accounting
Statutory effective tax rates:

40.4%

Adjustments
Permanent difference (non-deductible), including entertainment expenses:

3.3%

Valuation allowance:

0.3%

Permanent difference (non-taxable), including dividend income:(18.6)%

Difference due to change in tax rates:

8.7%

Tax credit:(0.9)%

Others:0.3%

Effective tax rates after application of tax effect accounting:

33.5%

91

6. Related party transactions
Subsidiaries and affiliates
Million yen
Percentage ofvoting rights,
etc. held

Type

Company

Subsidiary

Asahi
Breweries,
Ltd.

100% directownership

AI Beverage
Holdings, Ltd.

100% directownership

Subsidiary

Relationshipwith related
partyInterlockingof directors

Interlockingof directors

Description of transaction
Keeping funds in deposit(Note 1)
Assignment of alcoholic
beverages business (Note 2)
Total assets assigned
Total liabilities assigned
Loaning funds (Note 3)

Transaction
amountBalance as ofDec. 31, 2011

Account item-

Deposits received

178,388625,694
138,325---

Short-term loans
receivable

26,334

Terms and conditions of transaction and policy on determination thereof
Note 1.

The interest rate for the deposits received is reasonably determined, taking the market
interest rate into consideration.

Note 2.

In accordance with the absorption-type demerger agreement entered into with theCompany’s wholly owned subsidiary Asahi Breweries, Ltd. (hereinafter, the“Successor Company”) pursuant to the resolution of the Board of Directors dated
February 8, 2011 in order to transition to a pure holding company structure, thealcoholic beverages business of the Company was passed onto the Successor
Company as of July 1, 2011. The business was assigned to keep the businessobjective in line with the business of the respective companies following transition to
the pure holding company structure. The consideration for the assignment wasdetermined based on a reasonably calculated value.

Note 3.

The interest rate for the loans receivable is reasonably determined, taking the market
interest rate into consideration.

7. Notes related to leased fixed assets
Separately from the fixed assets carried on the balance sheets, some sales-related fixtures aretreated based on finance lease agreements that do not transfer ownership rights.
(1) As of the end of the fiscal year under review
Amount equivalent to acquisition costs:¥199 million(2) As of the end of the fiscal year under review
Amount equivalent to accumulated depreciation:¥165 million(3) As of the end of the fiscal year under review
Amount equivalent to prepaid lease rents:¥36 million

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8. Per share information(1) Net assets per share:¥1,119.04(2) Net income per share:¥46.92

9. Other notes(1) Figures in amounts of less than one million yen are omitted.
(2) Demerger due to adoption of the pure holding company structure
A. Assets and liabilities passed on to the successor company in the absorption-typedemerger and acquisition cost pertaining to the shares of subsidiaries purchased by theCompany
Million yen

Asahi Breweries, Ltd.
Assets625,694

Liabilities

138,325

Valuation difference on available-for-sale securities

1,066

Acquisition cost of shares of subsidiaries

464,268

B. Summary of the accounting procedure implemented
The demerger was accounted for as stipulated in “Accounting Standard for Business
Combinations: Common Control Transactions – Accounting Procedures for Nonconsolidated Financial Statements”.
The divestiture did not result in goodwill.

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AUDIT REPORT
Accounting audit report on consolidated financial statements

INDEPENDENT AUDITOR’S REPORT
February 7, 2012
To: The Board of Directors
ASAHI GROUP HOLDINGS, LTD.
KPMG AZSA LLC
Hiroyuki Sakai (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
Yasuyuki Nagasaki (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant

Hirotaka Tanaka (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
In accordance with the provisions of Paragraph 4, Article 444 of the Companies Act, we haveaudited the consolidated financial statements of ASAHI GROUP HOLDINGS, LTD. (formerly Asahi
Breweries, Ltd.; the “Company”) for the fiscal year from January 1, 2011 to December 31, 2011. Thesestatements consist of the consolidated balance sheets, the consolidated statements of income, theconsolidated statements of changes in net assets, and notes on significant accounting policies used inconsolidation. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audit
conducted as Independent Auditor.
We conducted our audit in accordance with generally accepted auditing standards in Japan. Those
auditing standards require that we obtain reasonable assurance that the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements, and assessing the accounting principles used, themethods of application thereof, and estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audit provides a reasonablebasis for our opinion.
In our opinion, the foregoing consolidated financial statements present fairly, in all material aspects,
the financial position and results of operations of the Company and its consolidated subsidiaries for theperiod covered by the aforesaid financial statements in conformity with generally accepted accounting
principles in Japan.
Our firm and engagement partners have no interests in the Company requiring disclosure pursuant to
the relevant provisions of the Certified Public Accountants Law of Japan.

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Accounting audit report on non-consolidated financial statements
INDEPENDENT AUDITOR’S REPORT
February 7, 2012
To: The Board of Directors
ASAHI GROUP HOLDINGS, LTD.
KPMG AZSA LLC
Hiroyuki Sakai (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant

Yasuyuki Nagasaki (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant

Hirotaka Tanaka (Seal)
Designated Limited Liability and Engagement Partner
Certified Public Accountant
In accordance with the provisions of Item 1, Paragraph 2, Article 436 of the Companies Act, wehave audited the financial statements of ASAHI GROUP HOLDINGS, LTD. (Asahi Breweries, Ltd.; the“Company”) for its 88th fiscal year, the period from January 1, 2011 to December 31, 2011. Thesestatements consist of the non-consolidated balance sheets, the non-consolidated statements of income, thenon-consolidated statements of changes in net assets, notes on significant accounting policies, andsupporting schedules thereto. These financial statements and supporting schedules thereto are theresponsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements and supporting schedules thereto based on our audit conducted as Independent
Auditor.
We conducted our audit in accordance with generally accepted auditing standards in Japan. Those
auditing standards require that we obtain reasonable assurance that the financial statements andsupporting schedules thereto are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements and assessing theaccounting principles used, the methods of application thereof, and estimates made by management, as
well as evaluating the overall presentation of the financial statements and supporting schedules thereto.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the foregoing financial statements and supporting schedules thereto present fairly, inall material aspects, the financial position and results of operations of the Company for the period coveredby the aforesaid financial statements and supporting schedules thereto in conformity with generally
accepted accounting principles in Japan.
Our firm and our engagement partners have no interests in the Company requiring disclosure
pursuant to the relevant provisions of the Certified Public Accountants Law of Japan.

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REPORT OF THE BOARD OF AUDITORSThe Board of Auditors has prepared the following report based on the audit reports prepared byindividual Corporate Auditors related to the Directors’ execution of their duties during the 88th fiscal year,
the period from January 1, 2011 to December 31, 2011, after due discussions and consultations among the
Corporate Auditors.

1. Methods used in audits by the individual Corporate Auditors and by the Board ofAuditors and content of audits(1) The Board of Auditors determined the audit policies and division of duties, and received reports fromeach Corporate Auditor regarding the status and results of the audits, as well as reports from the
Directors and Independent Auditor on the execution of their duties, and requested explanations of
those reports when necessary.
(2) Each Corporate Auditor sought to achieve mutual understanding with the Directors, sections incharge of internal audit and other employees, and strove to collect information and create an audit
environment in accordance with the audit policies and division of duties based on the audit standards
established by the Board of Auditors. The Corporate Auditors also attended meetings of the Board of
Directors and other important meetings, received reports from Directors and other employees
regarding the execution of their duties and requested explanations when necessary, reviewed
documents related to important decisions, and inspected the operations and property of the head
office and other locations. With respect to “the development of systems necessary to ensure that theexecution of duties by directors complies with laws and regulations and the articles of incorporation(internal control systems)” (Item 6, Paragraph 4, Article 362 of the Companies Act and Paragraph 1
and 3, Article 100 of the Ordinance for Enforcement of the Companies Act) that is included in theBusiness Report, the Board received reports regularly from Directors and other employees regarding
the status of the establishment and implementation of the systems, sought additional explanations asnecessary and expressed opinions thereon. As regards “the basic policy and measures concerning thepersons responsible for controlling decisions pertaining to the Company’s financial affairs andbusiness policies” (Item 3, Article 118 of the Ordinance for Enforcement of the Companies Act)
included in the Business Report, based on discussions with the Board of Directors and other parties.
With respect to subsidiaries, the Corporate Auditors took steps to facilitate communications with thedirectors and corporate auditors of subsidiaries and, when necessary, received reports fromsubsidiaries on the status of their businesses. Using the foregoing methods, the Corporate Auditors
reviewed the Business Report and the supporting schedules thereto for the fiscal year under review.
(3) The Board of Auditors oversaw and verified that the Independent Auditor maintained its
independence and carried out appropriate audits, moreover, and received reports from the
Independent Auditor regarding the execution of its duties and requested explanations when necessary.
The Board also received notifications from the Independent Auditor to the effect that “a system forthe maintenance of appropriate execution of duties” (included in Article 131 of the Corporate
Calculation Regulations) in accordance with the “standards for quality control of audits” (BusinessAccounting Council; October 28, 2005), and requested explanations when necessary. Based on theabove activities, the Board of Auditors examined the financial statements (Balance Sheets, Statementsof Income, Statements of Changes in Net Assets, and notes to those statements), supporting schedules,
and the consolidated financial statements (Consolidated Balance Sheets, Consolidated Statements ofIncome, Consolidated Statements of Changes in Net Assets, and notes to those statements) for thebusiness year under review.

962. Results of the Audit(1) Results of audit of the Business Report
In our opinion, the Business Report and the supporting schedules thereto present the situation ofthe Company fairly, in compliance with the provisions of applicable laws and regulations and the
Articles of Incorporation.
In our opinion, there are no wrongful acts or material violations of applicable laws andregulations or the Articles of Incorporation in the execution of their duties by the Directors.
In our opinion, the content of the resolution by the Board of Directors regarding internal control
systems is appropriate, and, furthermore, content of the Business Report regarding the internal
control systems and the execution by the Directors have been appropriate.
In our opinion, the Company’s basic policy regarding persons who exercise control overdecision-making with respect to the Company’s finances and business policies in the Business
Report is appropriate. We acknowledge that the measures implemented to achieve this basic
policy are consistent with the basic policy, will not harm the common interest of the Company’s
shareholders, and serve the purpose of maintaining the positions of the Company’s executives.

(2) Results of the audit of financial statements and the supporting schedules thereto
In our opinion, the auditing methods used by KPMG AZSA LLC, the Independent Auditor, and theresults of its audit are appropriate.
(3) Results of the audit of consolidated financial statements
In our opinion, the auditing methods used by KPMG AZSA LLC, the Independent Auditor, and theresults of its audit are appropriate.

February 8, 2012
Board of Auditors
ASAHI GROUP HOLDINGS, LTD.
Yoshifumi Nishino (Seal)
Standing Corporate Auditor
Yukio Kakegai (Seal)
Standing Corporate Auditor
Takahide Sakurai (Seal)
Outside Corporate Auditor
Naoto Nakamura (Seal)

Outside Corporate Auditor
Tadashi Ishizaki (Seal)
Outside Corporate Auditor

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