CONVOCATION NOTICE OF

THE 100th ANNUAL
GENERAL MEETING OF
SHAREHOLDERS

DATE
AND
TIME

VENUE

March 26 (Tuesday), 2024

TABLE OF CONTENTS

at 1:00 p.m. (JST)(Reception start time: Noon)

Convocation Notice
Reference Materials for General Meeting of
Shareholders
Item 1: Appropriation of Retained Earnings

Banquet Room “Tsuru,”
Banquet Floor, “The Main,”
Hotel New Otani,
4-1, Kioi-cho, Chiyoda-ku, Tokyo

DEADLINE FOR EXERCISING VOTING RIGHTS
VIA POSTAL MAIL AND INTERNET, ETC.
No later than 5:30 p.m. (JST),

March 25 (Monday), 2024

We will be live streaming
the General Meeting via
the internet.

Item 2: Appointment of eleven (11) Directors
Item 3: Appointment of one (1) Audit & Supervisory
Board Member
Item 4: Revision of Amount of Remuneration, etc. for
Directors
Item 5: Revision of Amount of Remuneration, etc. for
Audit & Supervisory Board Members
Business Highlights
Business Report
Consolidated Financial Statements
Audit Reports

1
10
10
11
32
36
38
40
41
104
109

URL https://web.lumiagm.com/723320509• Please see page 5 for details regarding the live stream.
• Please see pages 2-4 for details regarding the exercise of voting rights inadvance.

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.

There will be no provision of gifts at the General Meeting.

ASAHI GROUP HOLDINGS, LTD.
Securities Code: 2502

Dear Shareholders:Firstly, I would like to extend my most profoundcondolences to those who lost their lives in the2024 Noto Peninsula Earthquake, as well as mysincere sympathies to those affected by theearthquake. I pray for the earliest possible
recovery of the affected areas.
I hereby deliver this Convocation Notice of the100th Annual General Meeting of Shareholders.
I would like to invite all our shareholders to attend
the meeting.
We request that shareholders who are notattending the meeting on site exercise theirvoting rights in advance, via either postal mail orthe internet, etc., before watching the live stream
via the internet.
I would like to ask that our shareholders continue
to give us their unwavering support.
Sincerely,
March 4, 2024

Atsushi Katsuki
President and CEO, Representative Director

ASAHI GROUP HOLDINGS, LTD.

CONVOCATION NOTICE OF
THE 100th ANNUAL GENERAL MEETING OF SHAREHOLDERS
1 DATEAND
TIME

March 26 (Tuesday), 2024, at 1:00 p.m. (JST)(Reception start time: Noon)

2 VENUE

Banquet Room “Tsuru,” Banquet Floor, “The Main,” Hotel New Otani,
4-1, Kioi-cho, Chiyoda-ku, Tokyo
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 Accounting Auditor and the Audit & Supervisory Board for the 100th term(from January 1, 2023 to December 31, 2023).

3 AGENDA

Items to be resolved:
Item 1: Appropriation of Retained Earnings
Item 2: Appointment of eleven (11) Directors
Item 3: Appointment of one (1) Audit & Supervisory Board Member
Item 4: Revision of Amount of Remuneration, etc. for Directors
Item 5: Revision of Amount of Remuneration, etc. for Audit & Supervisory Board Members

4 LIVESTREAM

URL https://web.lumiagm.com/723320509* Please see page 5 for details.

1GUIDE TO EXERCISING VOTING RIGHTS
We ask that shareholders who are not attending the General Meeting of
Shareholders on site refer to the following guide to exercise their voting rights
in advance by using either method below.
Voting via Internet, etc.
* The online voting website and Help Desk information are available in Japanese.

1

Deadline for exercising voting rights via the internet, etc.:
By 5:30 p.m., March 25 (Monday), 2024 (JST)Voting via Postal Mail
2

Please indicate your consent/dissent
concerning each item shown on thevoting form, and send back the form sothat it will arrive no later than thedeadline for exercising voting rights.

Deadline for exercising voting rights via postal mail:To be received by 5:30 p.m., March 25 (Monday), 2024 (JST)<Guide to filling in the voting form for exercising voting rights>
Please indicate your consent/dissent withrespect to each item here.
* If you exercise your voting rights repetitively(i.e., voting online as well as voting by using
the voting form), only the online vote will becounted.
* If you submit a voting form without indicating
your consent/dissent with respect to each
item, you will be deemed to have voted infavor of the Company’s proposal(s).
Items 1, 3, 4 and 5

Item 2

If you consent:
If you dissent:
Mark a 〇 in theMark a ○ in thebox marked “賛”box marked “否”

If you consent to
If you dissent tothe appointment of the appointment of
all candidates:
all candidates:
Mark a ○ in theMark a ○ in thebox marked “賛”box marked “否”
If you selectively dissent to certain
candidates:
Mark a ○ in the box marked “賛” andwrite the number of each candidate you
choose to veto.

2

<Guide to exercising voting rights via the internet, etc.*>
Deadline for exercising voting rights via the internet, etc.:

By 5:30 p.m., March 25 (Monday), 2024 (JST)* Institutional investors may use the platform operated for institutional investors by ICJ, Inc.
to electronically exercise the voting rights.

Exercising voting rights using a smartphone, etc.
(1) Scan the QR code printed on the voting form.

(2) Tap the “Exercise Voting Rights” button on the top page of the “General
Meeting of Shareholders Portal.”(3) After the top page of the “Smart Exercise®” site appears, follow the
instructions on the screen to enter your consent/dissent concerning
each item.

Note To make changes to your vote once voting rights have been exercised, you willneed to enter your “voting code” and “password” indicated on the voting form.

Exercising voting rights using a computer(1) Please use the following URL to access “General Meeting of
Shareholders Portal,” and login by entering the login ID and password
indicated on the voting form.
“General Meeting of Shareholders Portal” URL:
https://www.soukai-portal.net

3(2) Click on “Exercise Voting Rights” and follow the instructions on thescreen to enter your consent/dissent concerning each item.

* Please note that shareholders who received the Convocation Notice of the Annual General
Meeting of Shareholders for this fiscal year by e-mail will not find the “password” on yourvoting form. Such shareholders are asked to please enter the “password” that you have set
when registering your e-mail address instead.
* You may also continue to use the online voting website.
https://www.web54.net* If you exercise your voting rights online more than once, only the most recent votewill be counted.
If you are unclear about the procedure for voting via the internet, etc. using a computer,tablet, smartphone or cellular phone, please contact the following Help Desk for inquiries.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Web Support Phone Number
Toll-free (within Japan): 0120-652-031 (9:00 a.m. to 9:00 p.m. (JST))
Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.

4

GUIDE TO VIEWING THE LIVE STREAM
The General Meeting will be live streamed, exclusive to our shareholders, as follows.
Note: The live stream is available in Japanese.
Date andtime of thelive stream

March 26 (Tuesday), 2024, from 1:00 p.m. (JST)(We plan on showing an opening video from 0:55 p.m. (JST))(1) Please access the “General Meeting of Shareholders
live stream website” by using the URL below or the
QR code
URL: https://web.lumiagm.com/723320509* The meeting ID is “723-320-509.”(2) Please enter the ID and password indicated on the voting form
when the screen where you can enter your ID and password appears.
ID:

Shareholder number (9-digit number)

Password: Postal code registered in our shareholder directory (7-digit
number without the hyphen)

Viewing
instructions■(Reference) On-screen input guidance for ID and password input.
Shareholder number(9-digit number)

Postal code
(7-digit number)(3) You may view the live stream after following the on-screen
instructions.
●
●

Notes
●
●
●
●

Post-meetingstreaming

As you will not be able to participate in resolutions on the day of the General
Meeting via the livestream, please exercise your voting rights before joining thelive stream.
Viewers will be able to post comments (feedback and questions) during theGeneral Meeting of Shareholders. However, these comments will not berecognized as questions at the General Meeting of Shareholders under theCompanies Act. Provided that, the Company plans on responding to principal
questions that align with the purposes of this General Meeting on our website.
The live stream may not be available depending on your internet connection
environment, the connection status of the live stream and other factors.
Shareholders will bear telecommunication charges for viewing the live stream.
Please refrain from taking photos, video or audio recordings, or downloading
the live stream.
Providing your ID and password to a third party is strictly prohibited.

The video of the live stream will be available at the “General Meeting of
Shareholders” page on the Company’s website.
Date and time that the video will be made available:
March 27 (Wednesday), 2024 at noon (JST) (Planned)
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/shareholders_meeting.html

If you are unclear about live stream IDs and passwords, please contact the following Help
Desk for inquiries.
Sumitomo Mitsui Trust Bank, Limited
Virtual General Meeting of Shareholders Support Phone Number
Toll-free (within Japan): 0120-782-041 (9:00 a.m. to 5:00 p.m. (JST),excluding weekends and holidays)

5

PROVISION OF DOCUMENTS REGARDING THE GENERAL MEETINGOF SHAREHOLDERS VIA THE INTERNETIn accordance with the provisions of laws and regulations and Article 15 of
the Articles of Incorporation of the Company, among documents regarding
the General Meeting of Shareholders, information that constitutes thecontent of Business Report, etc. (matters subject to measures for electronic
provision) will be provided via the internet (in electronic format), except in
the case of shareholders who have requested for paper-based delivery.
Matters subject to measures for electronic provision are as set out below.
Please use the following URL or QR code to access the “General Meeting of
Shareholders” page on the Company’s website and refer to matters subject
to measures for electronic provision.
URL and QR Code for Matters subject to Measures forElectronic Provisionhttps://www.asahigroup-holdings.com/ir/shareholders_guide/shareholders_meeting.html

Note: The website is available in Japanese.

In the event of any corrections to matters subject to measures for electronic
provision, a notification to that effect, and the corrected and pre-correctedversions of these matters will be made available via the internet on thewebsite of the Company, and on the website for posted informational
materials for the general meeting of shareholders and the website of theTokyo Stock Exchange as shown on page 9.
The items and content included in matters subject to measures for electronic
provision are as follows.
Note: The website is available in Japanese.

Business ReportI

Earnings for This Fiscal Year (Business Progress and Result)

It includes Overview of Consolidated Earnings, Asahi Group Revenue, andProgress of Medium-Term Guidelines in the “Medium- to Long-Term
Management Policy,” etc.
WEB https://www.asahigroupholdings.com/ir/shareholders_guide/pdf/2024_shoushu.pdf#page=28<Sample>■ Overview of Consolidated Earnings■ Asahi Group Revenue

6

II Management Policy (Management Perspectives)
It includes “Asahi Group Philosophy,” “Medium- to Long-Term Management
Policy,” and “Policy for 101st term (FY2024),” etc.
WEB https://www.asahigroupholdings.com/ir/shareholders_guide/pdf/2024_shoushu.pdf#page=36<Sample>■ Asahi Group Philosophy■ Medium- to Long-Term Management Policy■ Specific initiatives based on the Medium- to Long-Term Management Policy(sustainability)
Installation of solar power
generation equipment

7

Promotion ofaluminum can recycling

III Corporate Governance / IV Risk Management
They include Basic Policies and System on Corporate Governance,
Nomination and Remuneration of Officers, and Initiatives Carried Out toEnhance Effectiveness, etc. They also include information on Risk
Management Measures.
WEB https://www.asahigroupholdings.com/ir/shareholders_guide/pdf/2024_shoushu.pdf#page=54<Sample>■ Corporate Governance System

V■ Nomination and Appointment System of
Directors

Status of Other Matters of the Asahi Group

It includes Financing Activities, Status of Principal Lenders, Status of Capital
Expenditures, and Status of Major Establishments and Principal Subsidiaries.
WEB https://www.asahigroupholdings.com/ir/shareholders_guide/pdf/2024_shoushu.pdf#page=67

Consolidated Financial Statements and Audit Reports
It includes Consolidated Financial Statements and Audit Reports.
WEB https://www.asahigroupholdings.com/ir/shareholders_guide/pdf/2024_shoushu.pdf#page=76<Sample>■ Consolidated Financial Statements

8Note: Among matters subject to measures for electronic provision, the following matters are notprovided in the documents delivered to shareholders who have requested the delivery of paperbased documents in accordance with the provisions of relevant laws and regulations and Article
15 of the Company’s Articles of Incorporation. Accordingly, the documents that are delivered toshareholders who have requested the delivery of paper-based documents are part of the
documents included in the scope of audits by the Audit & Supervisory Board Members and theIndependent Accounting Auditor when they create their respective audit reports.
(i) “Systems to Ensure Appropriate Execution of Directors’ Duties in Conformity With Laws andRegulations and the Articles of Incorporation, and Other Systems to Ensure Appropriate
Business Operations” and “Basic Policy Concerning the Persons Who Control Decisions on the
Company’s Financial and Business Policies” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-consolidated Financial Statement” and “Notes to the Non-Consolidated Financial
Statements”(iv) “Independent Accounting Auditor’s Report on Non-Consolidated Financial Statements”(Reference) “Criteria for Independence of Outside Directors and Outside Audit & Supervisory
Board Members”* Matters subject to measures for electronic provision are also available on
the website for posted informational materials for the general meeting ofshareholders. If you are unable to access matters subject to measures forelectronic provision via the Company’s website, please navigate to thewebsite for posted informational materials for the general meeting ofshareholders by using the following URL and refer to them at that location.
WEB https://d.sokai.jp/2502/teiji/

Note: The website is available in Japanese.

* In addition to the above, they are also available on the website of theTokyo Stock Exchange. If you are unable to access matters subject tomeasures for electronic provision via the above-mentioned website, please
access the Tokyo Stock Exchange “Listed Company Search” website. Enterthe issue name (ASAHI GROUP HOLDINGS) or the code (2502) to search,then select “Basic information” followed by “Documents for public
inspection/PR information” and refer to the “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders
Meeting].”
WEB https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

9

REFERENCE MATERIALS FOR GENERAL MEETING OF
SHAREHOLDERS— Agenda Items and Reference Information —Item 1

Appropriation of Retained Earnings

The Company proposes the appropriation of retained earnings in the following
manner:Year-end dividends
Under the “Medium- to Long-Term Management Policy,” which is aimed at
implementing the group philosophy, “Asahi Group Philosophy,” Asahi Group
Holdings, Ltd. (the “Company”) has been working to enhance its corporate value
through sustainable growth and co-creation with all of its stakeholders, andenhance capacity for future growth investments by prioritizing allocation of thegenerated free cash flows to the reduction of debt. Meanwhile, in terms ofshareholder returns, the Company’s policy is to stably increase dividends aiming
to achieve a dividend payout ratio* of approximately 35% and increasing to 40%
by 2025.
In order to realize this policy, regarding the year-end dividend for this fiscal
year, taking into consideration a variety of factors, including our consolidated
financial condition, the Company has revised upward the dividend forecast
announced in August 2023 and proposes to pay a year-end dividend of ¥65 pershare.
Since the Company previously paid out ¥56 per share as an interim-period
dividend, the annual dividend for this fiscal year will amount to ¥121 per share,
which is an increase of ¥8 per share from the previous fiscal year, for a dividend
payout ratio of 37.0%.
*

Dividend payout ratio is calculated by deducting one-time gains and losses (net of tax),
such as business portfolio restructuring and impairment losses, from net income
attributable to owners of the parent company.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amountof allocation¥65 per share of common stock
Total amount of payout: ¥32,942,764,660(3) Effective date of dividends of Retained Earnings
March 27, 2024

10

Item 2

Appointment of eleven (11) Directors

At the conclusion of this Annual General Meeting of Shareholders, the terms ofoffice of all Directors will expire.
Therefore, to strengthen the Company’s “decision-making abilities” and “executive
oversight function” in pursuit of sustainable growth and the increase of corporate
value over the medium- to long-term, the Company asks the shareholders to increase
the number of Directors by three (3) and to appoint eleven (11) Directors.
To ensure balance and diversity in terms of the knowledge, experience, and abilityof the entire board deemed necessary for the sustainable growth and the increase of
corporate value over the medium- to long-term of the Company, the Company has
decided that the Board of Directors is to be composed of persons suitable as theCompany’s Directors who have abundant experience, extensive insight, and highlevel expertise and ability required by the Company, with reference to the “Board of
Directors Skill Matrix,” which clearly states the personal requirements of theCompany’s Directors based on the group philosophy, “Asahi Group Philosophy,” alongwith the “Asahi Group Code of Conduct,” and corporate management strategy.
Furthermore, Outside Directors shall be persons who meet the requirements of
independent officers as defined by the Company such as corporate managers, experts,
and others, and at least 1/3 of the Directors.
The nomination of the candidates for the positions of Director has been deliberated
at the voluntary “Nomination Committee,” of which independent officers form amajority of the members and which is chaired by an Outside Director who is anindependent officer.
The candidates for Director are provided below. See page 14 for the definition ofeach skill included in the “Board of Directors Skill Matrix.”
Candidate
NumberName

Position1

Akiyoshi Koji

2

Atsushi Katsuki

3

Keizo Tanimura

4

Kaoru Sakita

5

Christina L. Ahmadjian Outside Director

6

Kenichiro Sasae

7

Tetsuji Ohashi

8Mari Matsunaga

9

Reappointment

Reappointment

Reappointment

Reappointment

TenureChairman and Director,
Chairman of the Board of Directors

17
years

President and CEO,
Representative Director

7
years

Director EVP and CHRO

5
years

Director EVP and CFO

2
years

(Independent officer)

5
years

Outside Director(Independent officer)

2
years

Outside Director(Independent officer)

2
years

Reappointment Outside Independent

Outside Director(Independent officer)

1
year

Naoko Nishinaka–

Reappointment Outside Independent

Reappointment Outside Independent

Reappointment Outside Independent

New candidate11–

Candidate
Number

10
11

Name

Position

Chika Sato
New candidate Outside Independent

Melanie Brock
New candidate Outside Independent

Reappointment: candidate for reappointment
Outside: candidate for Outside Director

Tenure––––New candidate: candidate for new appointment
Independent: candidate for independent officer

Notes: 1. The position and age are as of this Annual General Meeting of Shareholders, and tenure is asof the conclusion of this Annual General Meeting of Shareholders.
2. There are no special interests between any of the candidates and the Company.
3. The Company has entered into a directors and officers liability insurance policy with aninsurance company. Summary of contents of the insurance policy is described under “V Statusof Other Matters of the Asahi Group, [8. Directors and Audit & Supervisory Board Members of
the Company], (5) Summary of a directors and officers liability insurance policy.” This is amatter subject to measures for electronic provision. Each of the candidates for reappointment
and newly appointed candidate Naoko Nishinaka are already listed as an insured person under
the insurance policy and will continue to be listed as an insured person upon approval of their
appointment. In addition, newly appointed candidates Chika Sato and Melanie Brock will belisted as an insured person upon approval of their appointment. The Company plans to renew
the said policy with the same terms during the terms of their office.

12

Candidate
Long-term
Numberstrategy

1

◯

2

◯

3
4

◯

5

Decision-Making Skills
Sustainability

Discontinuous growth

Seniorleadership

Finance

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

Global

◯

◯

6

◯

◯

7

◯

◯

8
9

Supervisory Skills

◯

◯

◯

◯

◯

◯

◯

◯

10

◯

11

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

13

◯

◯

◯

◯

Human
Risk &
resources &Governance
Culture◯◯◯Board of Directors Skill Matrix
The “Board of Directors Skill Matrix” is composed of the necessary skills for decision
making as the Board of Directors and particularly necessary skills for the oversightof business execution. According to the “Board of Directors Skill Matrix,” the Company
shall make the Board of Directors composed of persons who are suitably qualified to
be Directors of the Company possessing abundant experience, extensive insight, andhigh-level expertise and ability required by the Company.
Definition of each skill included in the “Board of Directors Skill Matrix” is as follows:

Supervisory Skills

Decision-Making Skills

Skill

Definition Ability to assess societal changes over the long term and theultra-long termLong-term strategy
 Ability to guide according to strategy informed by backcastingfrom an envisioned future Ability to make decisions from a global perspective and frame
Globalof reference Ability to optimize a blend of local and global
 Ability to provide leadership for the creation of social impact
through the business
Sustainability
 Ability to provide direction of management rooted inknowledge and insight on ESG
 Ability to transform the business structure and earnings
model
Discontinuous growth Ability to encourage innovation and explore new areas ofbusiness Ability to accurately assess the status of business execution
Senior leadershipand raise related issues
 Ability to evaluate business execution by leadership team
 Ability to grasp the state of management from performanceand management indices and to raise related issues
Finance Ability to grasp the state of resource allocation and to raise
related issues
 Ability to grasp the state of risk control and to raise related
issuesRisk & Governance Ability to grasp the state of governance in place for businessexecution and raise related issues
 Ability to evaluate the status of diverse human resources
being able to demonstrate their capabilities
Human resources & Culture Ability to grasp the state of corporate culture and raise
related issues

Note that the “Board of Directors Skill Matrix” lists the skills that candidates are
expected to exhibit for their roles, and does not represent all the knowledge andexperience possessed by each candidate.

14

Candidate
Number1

Akiyoshi Koji
Reappointment

Date of Birth (Age): November 8, 1951 (72 years old)
Owned Shares of the Company:
17,000 shares
Tenure:17 years
Attended BOD* meetings (FY2023):
12/12

Reasons for recommending Akiyoshi Koji as a candidate for Director
Since being appointed a Director of the Company in 2007, Akiyoshi Koji has served as
President and Representative Director of Asahi Breweries, Ltd., President andRepresentative Director, COO of the Company, and since 2018, President and CEO,
Representative Director, and has been promoting sustainable growth and increased
corporate value over the medium- to long-term. Since 2021, as Chairman and Director hehas served as the Chairman of the Board of Directors of the Company, and has taken an
integral role in increasing the effectiveness of the Board of Directors. He has been essential
in the fair and open operation of the Board of Directors, prompting active involvement andexpression of opinions and recommendations by Outside Directors, and managing
proceedings that encourage substantial dialogue between Outside Directors and Internal
Directors. In addition, he has played a central role in creating sustainable mechanisms of
the Board of Directors, which forms the basis of increased corporate value over the
medium- to long -term.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company due to his experience as a top management of the Company overmany years. In particular, he can be expected to demonstrate senior leadership, insightand expertise in finance, human resources, and culture, long-term strategic skills
supported by foresight and a backcasting mindset, discontinuous growth skills totransform business structures and earnings models, and sustainability skills that take anentire business perspective for continuous development.
Accordingly, we deem that Akiyoshi Koji is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

Chairman and Director, Chairman of the Board of Directors

Career Summary
Apr. 1975
Joined the Company
Sep. 2001
Executive Officer
Mar. 2003
Managing Director, Senior Department Head of Planning Division of
Asahi Soft Drinks Co., Ltd.
Mar. 2006
Senior Managing Director, Senior Department Head of Planning Division of
Asahi Soft Drinks Co., Ltd.
Mar. 2007
Managing Director, Managing Executive Officer of the Company
Jul. 2011
Director of the Company
President and Representative Director of Asahi Breweries, Ltd.
Mar. 2016
President and Representative Director, COO of the Company
Mar. 2018
President and CEO, Representative Director
Mar. 2021
Chairman and Director, Chairman of the Board of Directors(to the present)
Significant Concurrent
Outside Director of Imperial Hotel, Ltd.
Positions*BOD stands for Board of Directors.

15

Candidate
Number2

Atsushi Katsuki
Reappointment

Date of Birth (Age): March 17, 1960 (64 years old)
Owned Shares of the Company:
2,798 shares
Tenure:7 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Atsushi Katsuki as a candidate for Director
Since being appointed a Director of the Company in 2017, Atsushi Katsuki has been
responsible for alliances & M&As and many domestic and overseas businesses, and has a
track record that includes promoting the restructuring of the business portfolio. Servingas President and CEO, Representative Director, he has worked to realize sustainablegrowth in our existing businesses, centered on beer, while leveraging the foundation of
those businesses to expand into peripheral and new business and service domains, basedon the “Medium- to Long-Term Management Policy” enlisting an approach that entails
backcasting from megatrends. Moreover, while increasing the competitiveness of each of
the Company’s Regional Headquarters in areas including Japan, Europe, Oceania, andSoutheast Asia, he has also built systems to create synergies between these regions.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company through his experience as Group CEO of overseas Regional
Headquarters, a Director and CFO of the Company. In particular, he can be expected todemonstrate insight and expertise regarding long-term strategy, sustainability, seniorleadership, and finance, discontinuous growth skills supported by knowledge andexperience regarding M&A, and decision-making skills from a global perspective, using his
extensive experience overseas.
Accordingly, we deem that Atsushi Katsuki is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

President and CEO, Representative Director

Overall Management
Corporate Strategy, Research & Development, Corporate
Communications, Supply Chain
Career Summary
Apr. 1984
Joined The Nikka Whisky Distilling Co., Ltd
Sep. 2002
Transferred to the Company
Oct. 2011
Managing Director of Asahi Holdings (Australia) Pty Ltd
Apr. 2014
Director, Group CEO of Asahi Holdings (Australia) Pty Ltd
Mar. 2016
Executive Officer of the Company
Director, Group CEO of Asahi Holdings (Australia) Pty Ltd
Mar. 2017
Director, Executive Officer of the Company
Mar. 2018
Managing Director, Managing Executive Officer
Mar. 2019
Managing Director, Managing Executive Officer, CFO
Mar. 2020
Senior Managing Director and Senior Managing Executive Officer, CFO
Mar. 2021
President and CEO, Representative Director(to the present)

Responsibilities

16

Candidate
Number3

Keizo Tanimura
Reappointment

Date of Birth (Age): August 11, 1965 (58 years old)
Owned Shares of the Company:
5,123 shares
Tenure:5 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Keizo Tanimura as a candidate for Director
Since being appointed as a Director of the Company in 2019, Keizo Tanimura’s
responsibilities have included administration and governance. His track record includes
promoting a succession planning system for the Group’s executives and the constructionof a system for human resources and compensation global policy, and he has also
promoted reinforcement of the operating foundation of governance for increasing theeffectiveness of the Board of Directors. Moreover, he built a track record that includes
numerous achievements such as driving significant improvement in external ESG
assessments through his efforts in promoting the integration of sustainability andmanagement as well as environmental measures including reducing CO2 emissions. His
efforts have also resulted in high scores with respect to employee engagement fromcoordinating initiatives among the Regional Headquarters, which involved drawing up aGroup-wide personnel policy and engaging in diversity, equity and inclusion (DE&I)
initiatives.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company through his extensive experience at multiple companies,
including as Director of an overseas Regional Headquarters. In particular, he can be
expected to read the future trends of DE&I and ESG and demonstrate human resources
and cultural skills from a global perspective and sustainability skills through tapping into
the power of inclusiveness of diverse cultures, along with risk and governance skills basedon insight and expertise regarding governance.
Accordingly, we deem that Keizo Tanimura is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

Director EVP*1 and CHRO*2

Responsibilities

HR, General Affairs, Legal, Risk, Audit, Sustainability

Career Summary
Apr. 1989
Joined the Company
Apr. 2016
Senior Officer, General Manager of Human Resources Section
Mar. 2017
Executive Officer, General Manager of Human Resources Section
Sep. 2018
Executive Officer responsible for Global and Local Talent Management
Mar. 2019
Director, Executive Officer
Mar. 2020
Director and Executive Officer, CHRO
Mar. 2023
Director EVP and CHRO
(to the present)*1 EVP stands for Executive Vice President.
*2 CHRO stands for Chief Human Resources Officer.

17

Candidate
Number4

Kaoru Sakita
Reappointment

Date of Birth (Age): March 3, 1966 (58 years old)
Owned Shares of the Company:
339 shares
Tenure:2 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Kaoru Sakita as a candidate for Director
Since assuming the role of Director of the Company in 2022, Kaoru Sakita has been
responsible for the areas of finance, procurement, and IT, and as a CFO, he made a trackrecord that includes having contributed to improving the robustness of our financial
position by optimizing our global cash management system and by reducing financial
liabilities. Additionally, he has promoted the materialization of innovation in three key
areas of the Company’s DX strategy (processes, organization, and business models) andestablished Asahi Global Procurement Pte. Ltd. in Singapore to improve Group-wideprocurement capabilities.
With an extensive experience of having served in the Group in areas that include financeand corporate planning and as a COO of overseas Regional Headquarters, he has played
an important role in the Company’s growth enlisting his high-level expertise andknowledge in global management, and he sufficiently possesses the insight, expertise,
and ability required as a Director of the Company. In particular, he is expected todemonstrate insight and expertise regarding long-term strategic perspective, finance, andprocurement, discontinuous growth skills backed by extensive experience in alliances andM&As, and decision-making skills from a global perspective, using his extensive experienceoverseas.
Accordingly, we deem that Kaoru Sakita is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

Director EVP*1 and CFO*2

Responsibilities

Finance, Procurement, IT

Career Summary
Apr. 1988
Joined the Company
Apr. 2016
Senior Officer, General Manager of Procurement Section
Mar. 2018
Executive Officer, General Manager of Procurement Section
Apr. 2020
Executive Officer, Head of Procurement
Mar. 2022
Director and Executive Officer, CFO
Mar. 2023
Director EVP and CFO(to the present)*1 EVP stands for Executive Vice President.
*2 CFO stands for Chief Financial Officer.

18Christina L. Ahmadjian
Reappointment
Candidate
NumberOutside Director

5

Independent
Director

Date of Birth (Age): March 5, 1959 (65 years old)
Owned Shares of the Company:― shares
Tenure:5 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Christina L. Ahmadjian as a candidate for Outside
Director
Since being appointed as an Outside Director of the Company in 2019, Christina L.
Ahmadjian has participated in discussions and activities that contributed to substantial
and appropriate supervision of the Board of Directors from the perspectives of ESG,
sustainability, and a global perspective, based on her viewpoints as a university professor
and an expert in risk and governance, human resources and culture, as well as her
experience as an outside officer of other companies.
Furthermore, as Chairperson of the Compensation Committee, to enhance the supervisory
function of the Board of Directors, she has led the operations of the committee in a fair
and transparent manner, and reported to the Board of Directors on matters such as theestablishment of social value indicators for the medium-term bonus and bonus payment
plans. In addition, as a member of the Nomination Committee, she gave specific opinions
and recommendations regarding the Board of Directors Skill Matrix, oversight of the CEO
succession plan, and other matters. As a member of the Sustainability Committee, shegave opinions and recommendations on strengthening the Group’s sustainability
governance system and on further integration of sustainability and management.
She is expected to demonstrate sustainability, global, risk and governance, humanresources and cultural skills supported by her experience and insight.
Accordingly, we deem that Christina L. Ahmadjian is a necessary human resource who is
indispensable to the composition of the Board of Directors, mainly to provide a supervisory
function from the perspective of an expert on global organizational culture and othermatters for increasing the effectiveness of the decision-making and oversight functions of
the Board of Directors, and thus we recommend her reappointment as an Outside Director.
Position

Outside Director

Career Summary
Jan. 1995
Assistant Professor, Columbia Business School
Oct. 2001
Associate Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University
Jan. 2004
Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University
Apr. 2010
Dean of Graduate School, Graduate School of International Corporate
Strategy, Hitotsubashi University
Apr. 2012
Professor, Graduate School of Commerce and Management, Hitotsubashi
University
Apr. 2018
Professor, Graduate School of Business Administration, Hitotsubashi
University
Mar. 2019
Outside Director of the Company(to the present)
Apr. 2022
Specially Appointed Professor, Department of Global Business, College ofBusiness, Rikkyo University
Significant Concurrent
Outside Director of Sumitomo Electric Industries, Ltd.
Positions
Outside Director of NEC Corporation
Member of the Board (Outside Director) of NGK SPARKPLUG CO., LTD.

19

Views on independence
As Christina L. Ahmadjian does not fall under any of the items on the “Criteria for
independence of Outside Directors and Outside Audit & Supervisory Board Members” whichhave been established by the Company as a means of objectively assessing independence
thereof, the Company has deemed that she maintains sufficient independence with nopotential for conflict of interests with general shareholders. Moreover, as Christina L.
Ahmadjian meets the requirements for independent officers as defined by the Tokyo Stock
Exchange, we have registered her as an independent officer as stipulated by the said
Exchange.
Regarding agreements limiting the liability
To enable her to contribute fully in her role as an Outside Director, the Company hasentered into an agreement with Christina L. Ahmadjian that limits her liability for damages
as prescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, her liabilities are limited to ¥20 million or to the minimum amount stipulated
by applicable laws and regulations, whichever is higher. If her appointment is approved,
the current agreement will be extended.

20

Kenichiro Sasae
Reappointment
Candidate
NumberOutside Director

6

Independent
Director

Date of Birth (Age): September 25, 1951 (72 years old)
Owned Shares of the Company:― shares
Tenure:2 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Kenichiro Sasae as a candidate for Outside Director
Since being appointed as an Outside Director of the Company in 2022, Kenichiro Sasae
has participated in discussions and activities that contributed to substantial andappropriate supervision of the Board of Directors on global business execution from theperspective of geopolitical risk and international affairs, based on his extensive knowledge
and experience regarding international politics and economics, as well as his experience
as an outside officer of other companies.
Furthermore, as Chairperson of the Nomination Committee, to enhance the supervisory
function of the Board of Directors, he has led the operations of the committee in a fair andtransparent manner, and reported to the Board of Directors on matters such as the Boardof Directors Skill Matrix, oversight of the CEO succession plan, and proposals regarding
officer appointments. Furthermore, as a member of the Compensation Committee, hegave specific opinions and recommendations regarding reports on matters such as theestablishment of social value indicators for the medium-term bonus and bonus payment
plans. He is expected to demonstrate ability in long-term strategy, global, seniorleadership, and risk and governance skills supported by his experience and insight.
Accordingly, we deem that Kenichiro Sasae is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as an Outside Director.
Position

Outside Director

Career Summary
Apr. 1974
Joined Ministry of Foreign Affairs
Mar. 2002
Director-General of Economic Affairs Bureau, Ministry of Foreign Affairs
Jan. 2005
Director-General of Asian and Oceania Affairs Bureau, Ministry of Foreign
Affairs
Jan. 2008
Deputy Minister for Foreign Affairs
Aug. 2010
Vice-Minister for Foreign Affairs
Sep. 2012
Ambassador Extraordinary and Plenipotentiary of Japan to the UnitedStates of America
Jun. 2018
President and Director General, The Japan Institute of International Affairs
Dec. 2020
President, The Japan Institute of International Affairs(to the present)
Mar. 2022
Outside Director of the Company(to the present)
Significant Concurrent
President of The Japan Institute of International Affairs
Positions
Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited21

Views on independence
Although the Group has transactional relationships with The Japan Institute of International
Affairs, where Kenichiro Sasae concurrently serves, the amounts involved in suchtransactions account for less than 1% of the consolidated revenue (or ordinary income) of
the Company and the said entity. As such, based on the “Criteria for independence ofOutside Directors and Outside Audit & Supervisory Board Members” which have been
established by the Company as a means of objectively assessing independence thereof,
the Company has deemed that he maintains sufficient independence with no potential for
conflict of interests with general shareholders. Moreover, as Kenichiro Sasae meets therequirements for independent officers as defined by the Tokyo Stock Exchange, we haveregistered him as an independent officer as stipulated by the said Exchange.
Regarding agreements limiting the liability
To enable him to contribute fully in his role as an Outside Director, the Company hasentered into an agreement with Kenichiro Sasae that limits his liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, his liabilities are limited to ¥20 million or to the minimum amount stipulated
by applicable laws and regulations, whichever is higher. If his appointment is approved,
the current agreement will be extended.

22

Tetsuji Ohashi
Candidate
NumberReappointment
Outside Director

7

Independent
Director

Date of Birth (Age): March 23, 1954 (70 years old)
Owned Shares of the Company:― shares
Tenure:2 years
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Tetsuji Ohashi as a candidate for Outside Director
Since being appointed as an Outside Director of the Company in 2022, Tetsuji Ohashi has
participated in discussions and activities that contributed to substantial and appropriate
supervision of the Board of Directors such as asking questions and raising concerns aboutgroup governance and global business execution that grasp the essence based on theperspective of managing a global corporation and his experience as an outside officer ofother companies.
As a member of the Nomination Committee, he gave specific opinions andrecommendations regarding the Board of Directors Skill Matrix, oversight of the CEO
succession plan, proposals for officer appointments, and other matters. Furthermore, asa member of the Compensation Committee, he gave specific opinions andrecommendations regarding reports on matters such as the establishment of social value
indicators for the medium-term bonus and bonus payment proposals. He is expected todemonstrate ability in long-term strategy, global, discontinuous growth, senior leadership,
and finance skills supported by his experience and insight.
Accordingly, we deem that Tetsuji Ohashi is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as an Outside Director.
Position

Outside Director

Career Summary
Apr. 1977
Joined Komatsu Ltd.
Jan. 2004
President and Chief Operating Officer (COO) of Komatsu America Corp.
Apr. 2007
Executive Officer of Komatsu Ltd.
Apr. 2008
Senior Executive Officer (Jomu) of Komatsu Ltd.
Jun. 2009
Director and Senior Executive Officer (Jomu) of Komatsu Ltd.
Apr. 2012
Director and Senior Executive Officer (Senmu) of Komatsu Ltd.
Apr. 2013
President and Representative Director, and CEO of Komatsu Ltd.
Apr. 2019
Chairman of the Board and Representative Director of Komatsu Ltd.
Mar. 2022
Outside Director of the Company(to the present)
Apr. 2022
Chairman of the Board of Komatsu Ltd.
(to the present)
Significant Concurrent
Chairman of the Board of Komatsu Ltd.
Positions
Outside Director of Yamaha Motor Co., Ltd.
Outside Director of Nomura Research Institute, Ltd.

23

Views on independence
As Tetsuji Ohashi does not fall under any of the items on the “Criteria for independence ofOutside Directors and Outside Audit & Supervisory Board Members” which have been
established by the Company as a means of objectively assessing independence thereof,
the Company has deemed that he maintains sufficient independence with no potential for
conflict of interests with general shareholders. Moreover, as Tetsuji Ohashi meets therequirements for independent officers as defined by the Tokyo Stock Exchange, we haveregistered him as an independent officer as stipulated by the said Exchange.
Regarding agreements limiting the liability
To enable him to contribute fully in his role as an Outside Director, the Company hasentered into an agreement with Tetsuji Ohashi that limits his liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, his liabilities are limited to ¥20 million or to the minimum amount stipulated
by applicable laws and regulations, whichever is higher. If his appointment is approved,
the current agreement will be extended.

24

Mari Matsunaga

Reappointment

Candidate
NumberOutside Director

8

Independent
Director

Date of Birth (Age): November 13, 1954 (69 years old)
Owned Shares of the Company:― shares
Tenure:1 yearAttended BOD meetings (FY2023):
9/9

Reasons for recommending Mari Matsunaga as a candidate for Outside Director
Since being appointed as an Outside Director of the Company in 2023, Mari Matsunaga
has participated in discussions and activities that contributed to substantial andappropriate supervision of the Board of Directors from the perspective of new businessmodels and new businesses aimed at the Company’s sustainable growth based on her
experience in developing new services and creating new business models as well as her
experience as an outside officer at another company.
Furthermore, as a member of the Sustainability Committee, she gave opinions andrecommendations on strengthening the Group’s sustainability governance system and on
further integration of sustainability and management.
She can be expected to demonstrate skills related to sustainability, human resources, andculture backed by her extensive knowledge and broad insight into the culture and lifestyles
of modern society.
Accordingly, we deem that Mari Matsunaga is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend her reappointment as an Outside Director.
Position

Outside Director

Career Summary
Apr. 1977
Joined Japan Recruit Center, Inc. (current Recruit Holdings Co., Ltd.)
Jul. 1986
Editor in chief of “Shushoku Journal,” Recruit Co., Ltd. (current Recruit
Holdings Co., Ltd.)
Jul. 1988
Editor in chief of “Travail,” Recruit Co., Ltd.
Jul. 1997
Head of Planning Office, Gateway Business Department, NTT Mobile
Communications Network, Inc. (current NTT DOCOMO, INC.)
Apr. 2000
Representative of Mari Matsunaga Office(to the present)
Mar. 2023
Outside Director of the Company(to the present)
Significant Concurrent
Representative of Mari Matsunaga Office
Positions
Outside Director of Seiko Epson Corporation
Note: As Mari Matsunaga was newly appointed at the 99th Annual General Meeting of
Shareholders held on March 28, 2023, the above number of Board of Directors
meetings held that she could attend is different from other Directors.

25

Views on independence
As Mari Matsunaga does not fall under any of the items on the “Criteria for independenceof Outside Directors and Outside Audit & Supervisory Board Members” which have been
established by the Company as a means of objectively assessing independence thereof,
the Company has deemed that she maintains sufficient independence with no potential for
conflict of interests with general shareholders. Moreover, as Mari Matsunaga meets therequirements for independent officers as defined by the Tokyo Stock Exchange, we haveregistered her as an independent officer as stipulated by the said Exchange.
Regarding agreements limiting the liability
To enable her to contribute fully in her role as an Outside Director, the Company hasentered into an agreement with Mari Matsunaga that limits her liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, her liabilities are limited to ¥20 million or to the minimum amount stipulated
by applicable laws and regulations, whichever is higher. If her appointment is approved,
the current agreement will be extended.

26

Candidate
Number9

Naoko Nishinaka
New candidate

Date of Birth (Age): August 11, 1965 (58 years old)
Owned Shares of the Company:
1,301 shares
Attended BOD meetings (FY2023):
12/12

Reasons for recommending Naoko Nishinaka as a candidate for Director
Naoko Nishinaka has a wealth of experience and abilities related to supply chains andquality assurance through her work history in the fields of quality assurance, brewing
technology, and beer development starting with her position as the person responsible forthe quality assurance sections at the Company and its group companies. Since being
appointed as Standing Audit & Supervisory Board Member of the Company in 2020,
through auditing the status of activities at the Company and its domestic and overseas
group companies by attending meetings of the Board of Directors and other important
meetings, she has appropriately performed the role of auditing the execution of duties by
the Company’s Directors, including the internal control system.
She sufficiently possesses the insight, expertise, and ability required as a Director of theCompany through her abundant experience related to manufacturing and quality at theGroup as well as her abundant experience in compliance, risk management and auditingas Standing Audit & Supervisory Board Member of the Company. In particular, she can be
expected to demonstrate risk and governance skills based on her insight and expertise inlong-term strategy, sustainability, senior leadership, and governance backed by her
abundant experience at the Group.
Accordingly, we deem that Naoko Nishinaka is a human resource necessary to thecomposition of the Board of Directors as a member of the Board who has diverse insight,
expertise, and capabilities for increasing the effectiveness of the decision-making andoversight functions of the Board of Directors, and thus we newly recommend her
appointment as a Director.
Career Summary
Apr. 1988
Joined the Company
Apr. 2016
Senior Officer of the Company
General Manager of Quality Assurance Department of Asahi Group Foods,
Ltd.
Apr. 2017
Senior Officer, General Manager of Quality Assurance Section of theCompany
General Manager of Quality Assurance Department of Asahi Professional
Management Co., Ltd.
Mar. 2018
Executive Officer, General Manager of Quality Assurance Section of theCompany
General Manager of Quality Assurance Department of Asahi Professional
Management Co., Ltd.
Mar. 2020
Standing Audit & Supervisory Board Member of the Company(to the present)
Notes: 1. Naoko Nishinaka’s attended BOD meetings refer to her attendance as aStanding Audit & Supervisory Board Member of the Company.
2. Naoko Nishinaka will retire from her position as a Standing Audit &Supervisory Board Member of the Company with the expiration of her term at
the conclusion of this Annual General Meeting of Shareholders.

27Candidate
NumberChika Sato

New candidate
Outside Director

10

Independent
Director

Date of Birth (Age): January 23, 1962 (62 years old)
Owned Shares of the Company:― shares

Reasons for recommending Chika Sato as a candidate for Outside Director
Chika Sato has many years of experience in the human resources division and in overseas
positions at global companies. She sufficiently possesses the insight, expertise, and ability
required as a Director of the Company, including senior leadership, discontinuous growth,
human resources, and cultural skills based on her abundant global experience inorganizational and leadership development, hiring, promoting DE&I, etc.
In particular, as an Outside Director, she can be expected to actively point out and makerecommendations based on her abundant experience and broad insight in the field of
human resources at global companies, and to actively give opinions and recommendations
at meetings of the Board of Directors aimed at improving the human capital of the Group.
Accordingly, we deem that Chika Sato is a human resource necessary to the compositionof the Board of Directors as a member of the Board who has diverse insight, expertise,and capabilities for increasing the effectiveness of the decision-making and oversightfunctions of the Board of Directors, and thus we newly recommend her appointment as an
Outside Director.
Career Summary
Apr. 1982
Joined Sumitomo Electric Industries, Ltd.
Jul. 1996
Joined GE Inc. (current GE Japan Inc.)
Sep. 2011
Executive Officer and General Manager of Human Resources Division of
Microsoft Japan Co., Ltd.
Sep. 2016
In charge of Human Resources of Japan and North Asia of Nokia Solutions
and Networks Japan G.K.
Apr. 2018
Executive Officer and Head of Culture Transformation Division of NEC
Corporation
Apr. 2019
Senior Executive, Head of People & Organization Development Division of
NEC Corporation
Apr. 2022
Inclusion and Diversity Promotion Leader (Corporate Executive), Human
Resources and General Affairs Division of NEC Corporation
Apr. 2023
Chief Diversity Officer, People and Culture Division of NEC Corporation(to the present)
Significant Concurrent
Chief Diversity Officer, People and Culture Division of
Positions
NEC Corporation
Note: Chika Sato will resign from her position as Chief Diversity Officer of the People andCulture Division of NEC Corporation on March 31, 2024.

28

Views on independence
Although the Group has transactional relationships with NEC Corporation, where Chika Sato
concurrently serves, the amounts involved in such transactions account for less than 1%of the consolidated revenue of the Company and the said entity. As such, based on the“Criteria for independence of Outside Directors and Outside Audit & Supervisory Board
Members” which have been established by the Company as a means of objectively
assessing independence thereof, the Company has deemed that she maintains sufficient
independence with no potential for conflict of interests with general shareholders.
Moreover, as Chika Sato meets the requirements for independent officers as defined by the
Tokyo Stock Exchange, we have registered her as an independent officer as stipulated by
the said Exchange.
Regarding agreements limiting the liability
If appointment of Chika Sato is approved, the Company plans to newly enter into anagreement with her that limits her liability for damages as prescribed in Paragraph 1, Article
423 of the Companies Act in order to enable her to contribute fully in her role as an Outside
Director. Under the terms of this agreement, her liabilities are limited to ¥20 million or tothe minimum amount stipulated by applicable laws and regulations, whichever is higher.

29

Candidate
NumberMelanie Brock

New candidate
Outside Director

11

Independent
Director

Date of Birth (Age): April 10, 1964 (59 years old)
Owned Shares of the Company:― shares

Reasons for recommending Melanie Brock as a candidate for Outside Director
Melanie Brock sufficiently possesses the insight, expertise, and ability required as a
Director of the Company, including global, senior leadership, risk and governance, humanresources, and cultural skills, based on her abundant global experience including her work
history in key positions at groups connecting the financial worlds of Japan and Australia
and in building networks, as well as her experience as an outside officer of othercompanies.
In particular, as an Outside Director, she has a high level of senior leadership skills frommarketing cultivated through her global consulting activities and experience in diversity
promotion, etc., and can be expected to actively point out and make recommendations on
management issues from a global perspective, as well as to actively give opinions andrecommendations at meetings of the Board of Directors based on her abundant knowledge
and broad insight related to diversity.
Accordingly, we deem that Melanie Brock is a human resource necessary to thecomposition of the Board of Directors as a member of the Board who has diverse insight,
expertise, and capabilities for increasing the effectiveness of the decision-making andoversight functions of the Board of Directors, and thus we newly recommend her
appointment as an Outside Director.
Career Summary
Mar. 2003
Representative Director of AGENDA Ltd. (current Melanie Brock AdvisoryLtd.)(to the present)
Mar. 2010
Board Member of Australia-Japan Foundation
Apr. 2010
Board Member of Australia Japan Business Co-operation Committee(to the present)
Chair of Australian and New Zealand Chamber of Commerce in Japan
Oct. 2010
Regional Manager - Japan of Meat & Livestock Australia
Dec. 2012
Chair of Australian Business Asia
Nov. 2016
Chair Emeritus of Australian and New Zealand Chamber of Commerce inJapan(to the present)
Jul. 2019
Board Member of Australia-Japan Research Centre(to the present)
Significant Concurrent
Representative Director of Melanie Brock Advisory Ltd.
Positions
Director of the Board (External) of SEGA SAMMYHOLDINGS INC.
Outside Director of MITSUBISHI ESTATE CO., LTD.
Outside Director of Kawasaki Heavy Industries, Ltd.

30

Views on independence
As Melanie Brock does not fall under any of the items on the “Criteria for independence ofOutside Directors and Outside Audit & Supervisory Board Members” which have been
established by the Company as a means of objectively assessing independence thereof,
the Company has deemed that she maintains sufficient independence with no potential for
conflict of interests with general shareholders. Moreover, as Melanie Brock meets therequirements for independent officers as defined by the Tokyo Stock Exchange, we haveregistered her as an independent officer as stipulated by the said Exchange.
Regarding agreements limiting the liability
If appointment of Melanie Brock is approved, the Company plans to newly enter into anagreement with her that limits her liability for damages as prescribed in Paragraph 1, Article
423 of the Companies Act in order to enable her to contribute fully in her role as an Outside
Director. Under the terms of this agreement, her liabilities are limited to ¥20 million or tothe minimum amount stipulated by applicable laws and regulations, whichever is higher.

31

Appointment of one (1) Audit & Supervisory Board
MemberItem 3At the conclusion of this Annual General Meeting of Shareholders, the terms ofoffice of Audit & Supervisory Board Member Naoko Nishinaka will expire. The
Company therefore asks the shareholders to appoint one (1) Audit & Supervisory
Board Member.
The Company has decided that to ensure a good balance throughout the entire
Audit & Supervisory Board in terms of the knowledge, experience, ability anddiversity required for contribution to sustainable growth and the increase of
corporate value of the Company over the medium- to long-term, the Audit &Supervisory Board is to be composed of suitable persons who possess abundant
experience, extensive insight, and high-level expertise and ability required of theCompany based on the “Audit & Supervisory Board Skill Matrix” that clarifies therequirements of the Company’s Audit & Supervisory Board Members.
Furthermore, three (3) of the Audit & Supervisory Board Members shall be
Outside Audit & Supervisory Board Members who meet the requirements forindependent officers which have been established by the Company.
This proposal is submitted with the prior consent of the Audit & Supervisory
Board.
The candidate for Audit & Supervisory Board Member is as described on page35.
■ Composition of the Audit & Supervisory Board if this proposal is approved andadopted in its original form
Name

Position

TenureStanding Audit & Supervisory
Board Member

1yearOutside Audit & Supervisory
Board Member(Independent officer)

7
years

Outside Audit & Supervisory
Board Member(Independent officer)

2
years

OutsideIndependent

Outside Audit & Supervisory
Board Member(Independent officer)

1
year

Akiko Oshima––

Yukitaka
FukudaYutakaKawakami
OutsideIndependent

Shigeo Ohyagi
OutsideIndependent

Sanae Tanaka

Candidate
for Audit &Supervisory
Board Member

New candidate

New candidate: candidate for new appointment
Outside: Outside Audit & Supervisory Board Member
Independent: independent officer
Note:

The position and age are as of this Annual General Meeting of Shareholders, and tenure is as of
the conclusion of this Annual General Meeting of Shareholders.

32

Audit & Supervisory Board Skill Matrix
The “Audit & Supervisory Board Skill Matrix” is composed of the necessary skills foraudit as the Audit & Supervisory Board. According to the “Audit & Supervisory Board
Skill Matrix,” the Company shall make the Audit & Supervisory Board composed of
persons who are suitably qualified to be Audit & Supervisory Board Members of theCompany possessing abundant experience, extensive insight, and high-level
expertise and ability required by the Company.
Definition of each skill included in the “Audit & Supervisory Board Skill Matrix” is asfollows:
Skill
Finance and accounting

Audit Skills

Legal and compliance

Risk management andinternal control
Corporate management
and operating processes

Definition Auditing ability based on expert knowledge and insight infinance and accounting Auditing ability based on expert knowledge and insight inlegal matters Ability to audit the creation and operating status ofcompliance systems
 Ability to audit the creation and operating status of risk
management systems for corporate management
 Ability to audit the creation and operating status of internal
control systems
 Ability to audit the status of corporate governance based on
insight of operating processes, human resources, culture, etc.
gained through corporate management experience, andmanagement and executive experience at the Company

Note that the “Audit & Supervisory Board Skill Matrix” lists the skills that Audit &Supervisory Board Members (including candidates) are expected to exhibit for theirroles, and does not represent all the knowledge and experience possessed by each
Audit & Supervisory Board Member (including candidate).
Audit Skills
NameFinance and accounting

Legal and compliance

Risk management andinternal control

Corporate management
and operating processes◯

Yukitaka
Fukuda◯◯YutakaKawakami◯◯

ShigeoOhyagi◯

Sanae
Tanaka◯◯Akiko
Oshima

◯

◯

33

◯

◯

34

Candidate for Audit & Supervisory Board Member

Akiko Oshima
New candidate

Date of Birth (Age): October 17, 1968 (55 years old)
Owned Shares of the Company:– shares

Reasons for recommending Akiko Oshima as a candidate for Audit & Supervisory
Board Member
As the Company’s Executive Officer, Head of Internal Audit, Akiko Oshima has experience
related to compliance, risk management, and internal audit, as well as abundant
experience in business management, including overseas business management, at thecorporate strategy sections of the Company and its group companies. She possesses
extensive insight regarding compliance, risk management, and internal audit necessary
for an Audit & Supervisory Board Member of the Company, as well as abundant knowledgeof the Company’s business, and the Company expects that she will appropriately performthe role of auditing the execution of duties by the Company’s Directors, including theinternal control system.
Accordingly, we deem that Akiko Oshima is a necessary human resource for strengthening
the functions of the Company’s Audit & Supervisory Board in aiming for sustainable growthand enhancement of corporate value over the medium- to long-term, and thus we newly
recommend her appointment as an Audit & Supervisory Board Member.
Career Summary
Apr. 1991
Joined the Company
Jan. 2018
Manager of Corporate Strategy Department
Apr. 2022
Senior Officer of Strategy
Apr. 2023
Executive Officer, Head of Internal Audit(to the present)
Notes: 1. There are no special interests between Akiko Oshima and the Company.
2. The Company has entered into a directors and officers liability insurance
policy with an insurance company. Summary of the insurance policy is
described under “V Status of Other Matters of the Asahi Group, [8. Directors
and Audit & Supervisory Board Members of the Company], (5) Summary of adirectors and officers liability insurance policy.” This is a matter subject tomeasures for electronic provision. Akiko Oshima is already listed as an insured
person under the insurance policy and will continue to be listed as an insured
person upon approval of her appointment. The Company plans to renew thesaid policy with the same terms during the term of her office.
3. Akiko Oshima will resign from her position as Executive Officer, Head ofInternal Audit of the Company on March 26, 2024.

35

Item 4

Revision of Amount of Remuneration, etc. for Directors

The total amount of remuneration, etc. for the Directors of the Company was
resolved at the 95th Annual General Meeting of Shareholders held on March 26,
2019 as an annual amount of up to ¥1,500 million (includes ¥100 million for
Outside Directors) comprised of basic remuneration and bonus and has continued
at this amount up to the present. Separately from this, it was resolved at the98th Annual General Meeting of Shareholders held on March 25, 2022, that theCompany would make cash contributions of not more than ¥450 million during
the period of the trust (three years), and pay performance-linked stockcompensation (hereinafter referred to as “stock compensation”) to Directors(excluding Outside Directors) appointed during the period of the trust.
To realize the group philosophy, the “Asahi Group Philosophy,” the Company
has formulated the “Medium- to Long-Term Management Policy” enlisting anapproach that entails backcasting from megatrends. Based on the policy, in
addition to growth in our existing businesses through the expansion of our global
brands and the promotion of our premiumization strategy, we have constantly
challenged ourselves to pursue peripheral and new business domains. Since theprevious revision of the total amount of remuneration, etc., in addition tosolidifying the Japanese business, we have expanded business growth andprofitability in Europe, Oceania, and Southeast Asia and succeeded instrengthening the medium- to long-term management foundation.
Against this backdrop, in a dramatically changing, unpredictable global
management environment, we are working to create greater incentives toachieve sustainable growth and increase the corporate value over the mediumto long-term, while also hiring excellent personnel with diverse capabilities on a
global basis and continuously developing management personnel from a
medium- to long-term perspective. To promote these initiatives, with reference
to the levels of both global companies and Japanese companies (the top 100 bymarket capitalization) that are similar to the Company in terms of nature andscale of business and the complexity of business regions, the Company would
like to revise the total amount of remuneration, etc. for Directors to an annual
amount of up to ¥3,000 million (includes ¥400 million for Outside Directors) withthe goal of transitioning to even more competitive remuneration levels in themedium term.
Stock compensation shall be provided for under a framework separate to thistotal amount of basic remuneration and bonuses (annual, medium-term).
The level of the total amount of remuneration, etc. being proposed wasestablished based on a comprehensive consideration of such factors as the recordof past payments, the forecast payments if targets are achieved based on future
management plans, and the number of Directors, with the premise that the
remuneration for the Company’s Directors will be highly performance-based,
being linked to management strategy in line with the strategy for the
remuneration of the Directors.
Although there are currently eight (8) Directors (four (4) of whom are Outside
Directors), if Item 2 “Appointment of eleven (11) Directors” is approved asoriginally proposed, the number of Directors will be eleven (11) (six (6) of whom
are Outside Directors).
Meanwhile, whereas the Company has established a policy on decisions
pertaining to content of remuneration, etc. for Directors, an overview of which isprovided at “III Corporate Governance, [5. Officers’ Remuneration (Policies
concerning the setting of remunerations paid to Directors and Audit &Supervisory Board Members)]” which is a matter subject to measures for36

electronic provision, this proposal aligns with such policy, and the Company does
not intend to change such policy even if this proposal is approved.
Total amount of remuneration (current)
Fixed
remuneration

Variable remuneration

Basic
remuneration

Annual bonus

Medium-term
bonus

Stock
compensation

Directors

◯

◯

◯

◯

Outside Directors

◯

–

–

Remuneration
limitsAnnual amount of ¥1,500 million(including ¥100 million for Outside Directors)–¥450 million(Three years)

Total amount of remuneration (proposed revision)
Fixed
remuneration

Variable remuneration

Basic
remuneration

Annual bonus

Medium-term
bonus

Stock
compensation

Directors

◯

◯

◯

◯

Outside Directors

◯

–

–

–

Remuneration
limitsAnnual amount of ¥3,000 million(including ¥400 million for Outside Directors)

37¥450 million(Three years)

Revision of Amount of Remuneration, etc. for Audit &Supervisory Board Members
Item 5The total amount of remuneration, etc. for the Audit & Supervisory Board
Members of the Company was resolved at the 95th Annual General Meeting of
Shareholders held on March 26, 2019 as an annual amount of up to ¥140 million(includes ¥50 million for Outside Audit & Supervisory Board Members) comprisedof basic remuneration and has continued at this amount up to the present.
Since the previous revision of the total amount of remuneration, etc., inaddition to solidifying the Japanese business, we have expanded business growthand profitability in Europe, Oceania, and Southeast Asia and succeeded instrengthening the medium- to long-term management foundation. At the sametime, the structure of the Group’s business base has changed dramatically due
to advanced globalization. Along with these changes, the content of duties of
Audit & Supervisory Board Members, who audit the execution of duties by the
Directors, has expanded and has become more complex. Furthermore, as theCompany strengthens corporate governance, the roles required of the Audit &Supervisory Board Members has become greater and more important, including
the active and aggressive exercise of authority, submission of appropriate
opinions to the Board of Directors or the management team, and the performanceof oversight functions in collaboration with the Board of Directors.
Based on the aforementioned backdrop, the Company would like to revise thetotal amount of remuneration, etc. (only basic remuneration) for the Audit &Supervisory Board Members to an annual amount of up to ¥500 million (includes¥200 million for Outside Audit & Supervisory Board Members).
Currently there are five (5) Audit & Supervisory Board Members (three (3) ofwhom are Outside Audit & Supervisory Board Members), and even if Item 3“Appointment of one (1) Audit & Supervisory Board Member” is approved asoriginally proposed, the number of Audit & Supervisory Board Members willremain unchanged.
Meanwhile, whereas the Company has established a policy on decisions
pertaining to content of remuneration, etc. for Audit & Supervisory Board
Members, an overview of which is provided at “III Corporate Governance, [5.
Officers’ Remuneration (Policies concerning the setting of remunerations paid to
Directors and Audit & Supervisory Board Members)],” which is a matter subject
to measures for electronic provision, this proposal aligns with such policy, which
the Company does not intend to change even if this proposal is approved.
This proposal is submitted with the prior consent of the Audit & Supervisory
Board.
Total amount of remuneration (current)
Basic remuneration (fixed remuneration)
Audit & Supervisory
Board Members◯

Outside Audit & Supervisory
Board Members◯

Remuneration limits

Annual amount of ¥140 million(including ¥50 million for
Outside Audit & Supervisory Board Members)

38

Total amount of remuneration (proposed revision)
Basic remuneration (fixed remuneration)
Audit & Supervisory
Board Members◯

Outside Audit & Supervisory
Board Members◯

Remuneration limits

Annual amount of ¥500 million(including ¥200 million for
Outside Audit & Supervisory Board Members)

39

BUSINESS HIGHLIGHTS[Consolidated earnings*1 for the 100th term (from January 1, 2023 to
December 31, 2023)]
Core operating
profit*3

Revenue¥2,769.0 billion¥263.6 billion*

up 10.3% YoY ⇗up 8.1% YoY⇗

(up 6.8%)*2⇗(up 3.9%)*1⇗

Operating profit

Profit attributableto owners of parent¥244.9 billion¥164.0 billion

up 12.9% YoY⇗

up 8.3% YoY⇗

* YoY: Year on Year
[Financial results by segment for the 100th term (from January 1, 2023 to
December 31, 2023)]*1

Consolidated earnings include the businesses of “Others” such as the Korean alcohol
beverage business and feedstuffs business that are not included in “Japan,” “Europe,”“Oceania,” and “Southeast Asia” segments, as well as “adjustment” that is the elimination
amount of intersegment revenue.

*2

Foreign currency amounts in 2023 are compared after conversion to the yen equivalentusing the 2022 exchange rate.

*3

Core operating profit is the Company’s original indicator of profit, which measures theordinary business earnings calculated by deducting cost of sales and selling, general andadministrative expenses from revenue.

40

BUSINESS REPORT (From January 1, 2023 to December 31, 2023)
I

Earnings for This Fiscal Year
(Business Progress and Result)[1. Overview of Consolidated Earnings]
Regarding the global economy during this fiscal year, the U.S. economy wassolid against the backdrop of increases in the number of employees and growthof consumer spending, while the European economy showed weakness due tothe progression of inflation. Although the Japanese economy was affected byrises in raw material prices and other factors, the resumption of economic
activities led to a recovery in domestic demand, etc., and there were signs of a
gradual recovery.
Under these circumstances, the Asahi Group promoted initiatives aimed atachieving sustainable growth and increasing corporate value based on the“Medium- to Long-Term Management Policy,” which we updated by backcastingfrom megatrends in order to implement our group philosophy, the “Asahi Group
Philosophy.” In building our “Ideal Business Portfolio,” we proactively allocatedmanagement resources to growing existing businesses by expanding anddeveloping our global brands and promoting our premium strategies, as well as
to expanding into and exploring peripheral and new areas. Starting withintegrating sustainability and management, we promoted our core strategies forsupporting sustainable growth such as digital transformation (DX) and researchand development (R&D). We also worked to enhance our human capital andevolve group governance in order to consolidate the management foundations
underpinning long-term strategies.
As a result, revenue of the Asahi Group increased by 10.3% year-on-year to¥2,769,091 million. Core operating profit*1 increased by 8.1% year-on-year to¥263,680 million, and operating profit rose by 12.9% to ¥244,999 million. Profit
attributable to owners of parent increased by 8.3% year-on-year to ¥164,073
million and adjusted profit attributable to owners of parent*2 totaled ¥165,632
million, an increase of 0.1% year-on-year.
Furthermore, excluding the effects of exchange rate fluctuations, revenue
increased by 6.8% year-on-year and core operating profit increased by 3.9%
year-on-year.*3*1Core operating profit is the Company’s original indicator of profit, which measures theordinary business earnings calculated by deducting cost of sales and selling, general andadministrative expenses from revenue.

*2

Adjusted profit attributable to owners of parent is profit attributable to owners of parent
less special temporary factors, such as business portfolio restructuring and impairment
losses.

*3

Foreign currency amounts in 2023 are compared after conversion to the yen equivalentusing the 2022 exchange rate.

41

■Asahi Group’s Earnings

Note: The Asahi Group has adopted International Financial Reporting Standards (IFRS).

42

■Financial and Profit/Loss Indicators of the Asahi Group
97th term
FY202098th term
FY202199th term
FY2022

Revenue (million yen)

2,027,762

2,236,076

2,511,108100th term
FY2023(current year)
2,769,091

Core operating profit(million yen)

167,823

217,940

243,817

263,680

Operating profit (million yen)

135,167

211,900

217,048244,999

Profit attributable to ownersof parent (million yen)

92,826

153,500

151,555

164,073

6.7

9.5

8.6

8.8

EBITDA*1 (million yen)

269,446

328,497

362,405

389,391

Basic earnings per share*2(yen)

196.52302.92299.10323.82

Operating profit ratio (%)

Total assets (million yen)

4,439,378

4,547,748

4,830,344

5,285,913

Total equity (million yen)

1,517,816

1,759,148

2,062,945

2,465,781

Equity attributable to ownersof parent per share*3 (yen)2,992.06

3,467.47

4,067.12

4,856.22

6.7

9.4

7.9

7.3

Adjusted profit attributable toowners of parent*4(million yen)

92,826

153,500

165,430

165,632

Adjusted earnings per share*5(yen)

196.52302.92326.48326.90

7.5

11.0

11.1

10.3

ROE
(Profit ratio to equity
attributable to owners ofparent) (%)

Adjusted ROE(Adjusted profit ratio toequity attributable to ownersof parent)*6 (%)
*1
*2

*3

*4
*5
*6

EBITDA is equal to the sum of core operating profit and amortization and depreciation.
Basic earnings per share is calculated based on the average total number of shares outstanding during
the term. The total number of shares outstanding is exclusive of treasury shares. The shares of theCompany held by Custody Bank of Japan, Ltd. as trust property for stock compensation are includedin the treasury shares to be deducted in the calculation.
Equity attributable to owners of parent per share is calculated based on the total number of shares
outstanding at the end of the fiscal year. The total number of shares outstanding is exclusive oftreasury shares. The shares of the Company held by Custody Bank of Japan, Ltd. as trust property
for stock compensation are included in the treasury shares to be deducted in the calculation.
Adjusted profit attributable to owners of parent is profit attributable to owners of parent less special
temporary factors, such as business portfolio restructuring and impairment losses.
Adjusted earnings per share is calculated based on adjusted profit attributable to owners of parent.
Adjusted ROE is calculated based on adjusted profit attributable to owners of parent divided by total
equity attributable to owners of parent (net of exchange differences on translation of foreign
operations, and changes, etc. of fair value of investment in financial assets measured at fair value
through other comprehensive income).

43[2. Overview of Earnings]■ Asahi Group Revenue
99th term
FY2022(million yen)100th term
FY2023(current year)(million yen)

Change inamount(million yen)Japan1,301,731

1,362,850

61,1184.7

Europe573,875

688,725

114,849

20.0

Oceania

583,167

652,154

68,987

11.8

Southeast Asia

51,68057,806

6,126

11.9

Others*1

8,764

21,542

12,778145.8

Adjustment*2(8,110)(13,988)(5,878)–

Total

2,511,108

2,769,091

257,982

10.3

Segment

Change inpercentage(%)*1 The “Others” segment includes the Korean alcohol beverage business, feedstuffs businessand other businesses not included in “Japan,” “Europe,” “Oceania,” and “Southeast Asia”
segments.
*2 The adjustment is the elimination amount of intersegment revenue.

44

In Japan, we promoted our growth strategy centered on improving the value of ourmainstay brands in the alcohol beverages, soft drinks, and food businesses, and worked tostrengthen new value propositions that captured changes in the environment. In addition tostrengthening the earnings foundation of each business, we promoted building a foundation
for sustainable growth by creating synergies across Japan that transcend business boundaries
and also by bolstering sustainability initiatives.
In the alcohol beverages business, in the beer category, we expanded the lineup of “Asahi
Super Dry,” our mainstay product, as well as “Asahi Super Dry Nama Jokki Can” and “Asahi
Draft Beer.” We also strengthened advertising and sales promotion activities related to the“RUGBY WORLD CUP 2023 FRANCE.” In addition, we strengthened new value propositions,
including launching “Asahi Super Dry Dry Crystal,” which has an alcohol content of 3.5%.
Furthermore, we worked to improve the value of our mainstay brands through our efforts suchas renewal of “Asahi Style Free” and “Clear Asahi.” In RTD*, we launched several new brands
exclusive to each area, strengthening our efforts to create new value. We also worked topromote our “smart drinking” concept with the aim of fostering a lifestyle culture in whichpeople can come together and enjoy themselves regardless of whether or not they drink
alcohol.
In the soft drinks business, we sought to revitalize the market by launching our new green
tea brand “Asahi Sou,” in which we partially use slightly fermented tea leaves to give it adistinctive gorgeous aroma, as well as new products from the richly flavored “Tokunou” seriesof “MITSUYA.” In addition, we worked to strengthen value propositions based on healthconsciousness by launching “Mamoru Hataraku Nyusankin W,” which helps to maintain immune
functions in healthy people and is classified as foods with functional claims.
In the food business, we worked to expand the consumer base of “MINTIA” throughrenewal of “MINTIA Breeze Clear Plus Mild,” which responds to growing needs in the area of
personal care, as well as launch of products based on collaboration with popular anime, etc.
In addition, we worked to respond to diversifying needs through our efforts such as launching“Dear-Natura Gold L-92 Lactic acid bacterium & Dietary Fiber,” which is classified as foods withfunctional claims.
As a result of these efforts, revenue from this segment increased by 4.7% year-on-yearto ¥1,362,850 million due to increased revenue of each business, especially the alcohol
beverages business, which saw increased beer sales.
Core operating profit increased by 9.8% year-on-year to ¥119,535 million due to the effectof increased revenue, various cost efficiencies, etc., despite the impact of increased expenses
related to raw materials, etc.
*

RTD stands for “Ready To Drink,” which refers to a type of beverage sold in a prepared form and readyfor consumption, such as canned chuhai.

45

In Europe, we promoted our premiumization strategy by strengthening our competitive
advantages in our brand portfolio in the European region and speeding up our expansion anddevelopment of global brands such as “Asahi Super Dry” and “Peroni Nastro Azzurro.” In
addition, we strengthened our foundation for sustainable growth through further deepening
initiatives for our key sustainability themes, such as the environment and communities.
In each of the major regions of Europe, we worked to improve our brand value. In the
Czech Republic, we opened a facility where visitors can experience a Czech beer culture
centered on “Pilsner Urquell.” In Poland, we promoted responsible drinking through “Lech.” In
Romania, we rolled out a promotion of “Ursus” for supporting biodiversity. In addition, we
promoted premiumization by expanding and developing various brands such as “Kozel” in
Poland, Italy and Romania and “Peroni Nastro Azzurro” in the United Kingdom, Romania andFrance. In non-alcohol beer, we reinforced our efforts to create new drinking opportunities formainstay brands such as “Birell” in the Czech Republic, “Lech Free” in Poland, and “Ursus
Cooler” in Romania.
In the expansion and development of our global brands, we provided “Asahi Super Dry,”
the official beer for the “RUGBY WORLD CUP 2023 FRANCE,” at stadiums and fan zones, alongwith the non-alcohol beer “Asahi Super Dry 0.0%.” We also worked to raise brand awarenessof “Asahi Super Dry” through marketing activities utilizing our partnership with City Football
Group. For “Peroni Nastro Azzurro,” we carried out aggressive promotion as the official beerof the U.S. and Europe golf tournament “2023 Ryder Cup,” and launched “Peroni Nastro
Azzurro Stile Capri,” a low alcohol version. In addition, we actively deployed advertising forthe non-alcohol beer “Peroni Nastro Azzurro 0.0%” in partnership with the motor sports team“Aston Martin Cognizant FORMULA ONE™ TEAM,” thereby strengthening the brand power.
As a result of these efforts, revenue from this segment increased 20.0% year-on-year to¥688,725 million, mainly due to the effects of price revisions as well as efforts in each country
to boost sales of mainstay brands and global brands, despite lower sales volume caused by
the impact of inflation and other factors.
Core operating profit increased by 11.9% year-on-year to ¥85,078 million, mainly due tothe effect of higher revenue, efficiency improvements in various costs, the impact of exchange
rate fluctuations, etc., despite increased costs such as raw materials and labor costs.
Excluding the effects of exchange rate fluctuations, revenue rose by 8.3% year-on-year
and core operating profit decreased by 1.0% year-on-year.

46

In Oceania, we worked to further strengthen our earnings foundation by strengthening
our premiumization strategy in the alcohol beverages and soft drinks businesses, promoting a
multi-beverage strategy that combines the strengths of each business, creating integration
synergies, etc. Furthermore, we promoted initiatives that emphasize sustainability, such as
proposing new products and services with awareness of health and wellness.
In the alcohol beverages business, we promoted aggressive marketing activities for ourmainstay brand “Great Northern,” launched “GINGER BEER” as an extension product, andexpanded the craft beer product portfolio to enhance the brand value. In addition, we
expanded our lineup to cater to diversifying needs through our efforts such as developing the
non-alcohol beer “Asahi Super Dry 0.0%,” as well as launching canned products mainly
targeting young people from the RTD brand “Vodka Cruiser.”In the soft drinks business, we strengthened sales promotion activities for mainstay
brands, including running a campaign to mark the 50th anniversary of the launch of the “Solo”
brand. We also worked to promote new value propositions such as “Bubly,” a new carbonatedbeverage that we launched in response to growing health consciousness.
Furthermore, we promoted sustainability initiatives such as signing a new agreement with
Flow Power, an energy retailer. Through this agreement, we will purchase electricity derived
from renewable energy (40,000 megawatt-hours per year).
As a result of these efforts, revenue from this segment increased 11.8% year-on-year to¥652,154 million, mainly due to a recovery in demand as restrictions on movement were lifted,
despite the impact of logistics disruptions.
Core operating profit increased by 3.3% year-on-year to ¥110,632 million, mainly due tothe effect of higher revenue achieved through an improved mix, efficiency improvements invarious costs, the impact of exchange rate fluctuations, etc., despite the impact of increased
costs related to raw materials, etc.
Excluding the effects of exchange rate fluctuations, revenue rose by 9.1% year-on-year
and core operating profit increased by 0.8% year-on-year.

47

In Southeast Asia, we worked to restructure our business portfolio in each country in which
we have developed our business, particularly in Malaysia, by accelerating the selection andconcentration on mainstay brands and strengthening relationships with each sales channel.
We also promoted the establishment of a foundation for sustainable growth through efforts toaddress social issues such as the environment and poverty, as well as the strengthening of
human resource development, etc.
In Malaysia, we carried out various initiatives aimed at boosting brand awareness,
including a major renewal of the mainstay brand “WONDA,” an e-sports-related campaign,
launch of extension products of “CALPIS,” and other aggressive promotion campaigns. In
addition, we promoted sustainability initiatives by addressing climate change and actively
participating in local community activities, such as collaborations with renewable energy
operators to promote the use of solar power in Malaysia and Indonesia, and donating “Goodday”
to educational institutions across the Philippines.
As a result of these efforts, revenue from this segment increased by 11.9% year-on-yearto ¥57,806 million due to strong sales of mainstay brands in Malaysia, in addition to the effectof price revisions, exchange rate fluctuations etc.
Core operating profit increased by 144.2% year-on-year to ¥1,398 million due to thepromotion of efficiency improvements in overall fixed costs, etc., despite the impact ofincreased expenses related to raw materials, higher transportation costs, etc.
Excluding the effects of exchange rate fluctuations, revenue rose by 7.8% year-on-year
and core operating profit increased by 134.1% year-on-year.

OthersIn the Others segment, revenue increased by 145.8% year-on-year to ¥21,542 million,
and core operating profit increased by 278.1% year-on-year to ¥5,321 million.

48

[3. Progress of Medium-Term Guidelines in the “Medium- to LongTerm Management Policy”]
As for the “Key Performance Indicator Guidelines,” core operating profit (ona constant currency basis) and EPS (adjusted) were below the guidelines due tothe impact of raw material price hikes in each region in addition to increased
brand investment with a view to the future, etc. Free cash flow (FCF) exceeded
the guidelines due to cash generation from the sales of property, plant andequipment, the reduced working capital, etc.
As for the “Financial Policy Guidelines,” mainly due to the use of FCF to
reduce financial liabilities, Net Debt/EBITDA* also showed progress in line withthe guidelines. With EPS increasing, shareholder returns are expected to be at
the same level as guidelines, paying a dividend of ¥121 per share for this fiscal
year, an increase of ¥8 from the previous fiscal year.
*

Net Debt / EBITDA (EBITDA net debt equity ratio) = (interest-bearing debt - cash) / EBITDA■ Key Performance Indicator Guidelines
Guidelines for next 3 years out

2022-2023
progressCore Operating
Profit CAGR (Compound annual growth rate): highsingle digit*1

CAGR 5.0%

EPS (adjusted*2)

 CAGR (Compound annual growth rate): highsingle digit

CAGR 3.5%

FCF*3

 Annual average of ¥200.0 billion or higher

Annualaverage¥226.6 billion*1 Constant Currency Basis*2 The earnings per share guideline is on an adjusted basis excluding special temporary factors, such as
business portfolio restructuring and impairment losses.
*3 FCF = Cash flows from operating activities – Cash used in investing activities (excluding M&A andother business restructuring)
Note: The amount of FCF in Key Performance Indicator Guidelines has been rounded to the representativeunit.

■ Financial Policy Guidelines
Guidelines for 2022 onward

2023 results

Investment for
Growth andDebt Reduction

 Prioritize allocation of free cash flow to the
reduction of debt and work to enhance capacity
for growth investments
 Aim for Net Debt/EBITDA of around 3 times in2024(after deducting 50% of outstanding
subordinated debt from net debt)

3.08 times

Shareholder Returns

 Stable dividend increases with the aim ofachieving a dividend payout ratio* of around35%(aiming for dividend payout ratio of 40% by
2025)

*

37.0%

The dividend payout ratio is calculated by deducting one-time gains and losses (net of tax), such as
business portfolio restructuring and impairment losses, from net income attributable to owners of theparent company.

49

II Management Policy (Management Perspectives)[1. Group Philosophy]
The Asahi Group, under the command of Asahi Group Holdings, Ltd., a pureholding company, conducts business mainly for alcohol beverages, soft drinks,
and food with Japan, Europe, Oceania, and Southeast Asia as the core regions.
Based on the group philosophy, the “Asahi Group Philosophy (AGP),” we aim
to be a group that is trusted even by future stakeholders. The AGP consists of 4
elements: Mission, Vision, Values and Principles. It articulates the Group’s
mission and vision for the future, reaffirms values cherished and handed downover the years, and serves as a code of conduct for our stakeholders and theGroup’s commitments to them.

50[2. Medium- to Long-Term Management Policy]
To implement the AGP, the “Medium- to Long-Term Management Policy” set
forth the concept of the long-term strategies to “Contribute to sustainable society
and respond to changing conceptions of well-being through delivering great taste
and fun.”In addition to presenting the ideal business portfolio, we strive to achievesustainable growth and increase corporate value together with all of our
stakeholders by integrating sustainability and management and further
strengthening our core strategies such as digital transformation (DX) andresearch and development (R&D).
(1) “Medium- to Long-Term Management Policy”: Overview oflong-term strategies
Basic Concept behind Long-Term Strategies
Contribute to sustainable society and respond to changing
conceptions of well-being through delivering great taste and fun●

Ideal Business Portfolio: Sustainable growth of existing businesses
centered on beer category while expanding into new areas Growth driven by global brands and premiumization in existing operating
regions; expansion into new markets.
 Growth in adjacent categories to capture demand from trends such asincreasing health consciousness; creation and development of new
businesses that draw on the Group’s capabilities.

●

Core Strategies: Promote core strategies aimed at achieving
sustainable growth Integrate sustainability into management in order to positively impact bothsociety and the Group’s businesses; contributing to solving social issues.
 Achieve innovation in three key areas (processes, organization, and businessmodels) by pursuing BX* through DX.
 Increase the value of existing products and create new products and markets
through bolstering R&D (research & development).

●

Strategic Foundation Strengthening: Consolidate the managementfoundations underpinning long-term strategies
 Advance human resource for executing core strategies and building an ideal
business portfolio.
 Enhance Group governance in order to create an optimal organizational
structure; Group-wide sharing of best practices.

* BX: BX stands for Business Transformation.

51

(2) Ideal Business Portfolio
The business portfolio strategy within our long-term strategies assesses the“risks and opportunities” we face as we respond to the changing conceptionsof people’s well-being. Under this strategy, we aim to realize growth in our
existing businesses, centered on beer, while leveraging the foundation of
those businesses to expand into adjacent categories and new businesses andservices.
In terms of our existing businesses, we improved unit selling price in eachregion by promoting our premiumization strategy focusing on our mainstay
brands, etc. We also strengthened global partnerships centered on “Asahi
Super Dry” and “Peroni Nastro Azzurro.” As a result, we achieved an 4% yearon-year increase in sales volume for our five global brands in total.
For new areas, we worked to expand new markets by strengthening
investment in BAC*, such as promoting initiatives in non-alcohol and lowalcohol categories in each region. In addition, an investment managementcompany in the U.S. that we established to explore new growth drivers has
begun full-scale operation. We also worked on expanding new areas byleveraging yeast and lactic acid bacteria technology and developing newservices using digital technology.
Going forward, by utilizing our long-cultivated capabilities and businessfoundation, centered on beer, and pursuing growth opportunities in BAC andnew product and service domains, we will build an optimal business portfolio.
* BAC stands for Beer Adjacent Categories. It refers to beer-adjacent categories such as
low-alcohol beverages, non-alcohol beer, and non-alcohol beverages for adults.

5 Global brands

BAC developed in each region52

(3) Core Strategies—Sustainability Strategies—
The Asahi Group has established our objective of realizing sustainable livingfor people across the whole value chain, with the aim of maximizing bothbusiness growth and the creation of social value. In addition, we have set
material issues and initiatives that specify areas to be addressed as
management issues, and are moving forward with appropriate and effective
measures in response.
Objective
Realize sustainable living for people across the whole value chain
Work to manage risks and create opportunities across the whole value chain
to make a positive impact for business and society with our products and services

Material Issues, Key Initiatives and Other Initiatives

Respond to climate change

Create value of health

Implement energy-saving andenvironmental measures, andaim to reduce CO2 emissions tozero in our business activities

Contribute to people’s healthusing the technology andknowledge we have cultivatedso farSustainable packaging
Promote environmentally andsocially conscious containers andpackaging, and aim to contributeto reduction of environmental
impact and establishment of acircular economy

Realize sustainablecommunities through thecreation of people-to-people
connections

Connect people and aim torealize a vibrant community

Reduction in
inappropriate drinking

Sustainable agricultural
raw materials

Aim to realize a society in whichissues caused by alcohol are
reduced by preventing
inappropriate drinking and raising
responsible drinking awareness

Build a system to stably secure
agricultural materials without
depleting them, and pass on“gifts from nature” to the next
generation

Sustainable water
resources

Solution of alcohol-related
issues through creation of
new drinking opportunities

Pass on the “gifts from nature”
to the next generation by
reducing our water usage
amounts and identifying andeliminating water risks

Offer a variety of products anddrinking options, and aim torealize a society that embraces
diversity

Respect for human rights
Comply with our human rights principles, promote
reduction of human rights risks, and aim torealize a sustainable society53

: Material issues: Initiatives: Key initiatives (Initiatives to which management resources are particularly
allocated)

Strategies and global targets for key initiatives are discussed and decided uponat the “Global Sustainability Committee,” which is chaired by President andRepresentative Director. The outcome of these deliberations is then applied
throughout the entire Group.

Global Targets for Key Initiatives
Respond to climate change
・ Achieve net zero CO2 emissions in Scope 1, 2, and 3 by 2040*1(Reduce emissions by 90% or more, carbon removal*2 of up to 10%)
*3・ Reduce CO2 emissions by 70% in Scope 1 and 2 by 2030
*3・ Reduce CO2 emissions by 40% in Scope 1 and 2 by 2025
*3・ Reduce CO2 emissions by 30% in Scope 3 by 2030
Sustainable packaging

・ Realize 100% utilization of materials for plastic containers*4 that can beused effectively*5 by 2025
・ Achieve a 100% conversion to recycled materials and bio-derived
materials, etc. for PET bottles by 2030
・ Develop new sustainable materials to replace plastics and promote sales
methods that do not use plastic containers and packaging
Realize sustainable communities through the creation of people-to-people
connections
・ Aim to improve the well-being of agricultural producers through connections (cocreation) with stakeholders under the key activity of “sustainable agriculture”

・ Under the basic activity of “community support activities,” all RHQ*6 participate
in implementing our global initiative of RE:CONNECTION for the EARTH

Reduction in inappropriate drinking
Solution of alcohol-related issues through creation of new drinking
opportunities

・ Achieve a 20% or more sales composition ratio of non-alcohol and low-alcohol
beverages of main alcohol beverage products*7 by 2030

・ Achieve 100% compliance with the “Digital Guiding Principles of the International
Alliance for Responsible Drinking (IARD)*8” by 2024

・ Display age restrictions on alcohol consumption on all products under alcohol
beverage brands (including non-alcoholic beverages sold under that brand) by 2024

・ Achieve a 100% participation rate of employees in at least one training program by
2023
*1
*2
*3
*4
*5
*6
*7
*8

In accordance with the Science Based Targets initiative (SBTi) definition of net-zero, based on the latest
scientific knowledge
In accordance with SBTi, any residual emissions at the net-zero target date and any CO2 emissions released
into the atmosphere thereafter will be neutralized by removing carbon from the atmosphere and storing it
permanently.
Compared with 2019
Plastic containers to be targeted: PET bottles, plastic bottles, certain caps used for PET bottles and plastic
bottles, plastic cups (for sale), etc.
Reusable, recyclable (including recyclability at the research stage), compostable, thermal recyclable, etc.
RHQ stands for Regional Headquarters.
Beer-type beverages, RTD, non-alcohol beverages
Standard for self-regulation of online marketing of alcohol beverages formulated by IARD.

54

Respond to climate change

Climate change issues are important environmental issues for the Asahi Group,
as we enjoy “gifts from nature” in our business activities.
The Asahi Group has brought forward its target timing for achieving “Asahi
Carbon Zero,” our goal aiming to achieve net zero CO2 emissions, from 2050 to
2040. We are carrying out various measures, such as completing the early
introduction of renewable energy, promoting decarbonization of fuel used in
manufacturing processes, and developing and deploying technologies related to
the reduction, absorption, and capturing of CO2 emissions. In addition, we arecollaborating with our suppliers and partners to reduce CO2 and conserve
ecosystems in the value chain.
In 2023, we actively worked to achieve net zero CO2 emissions, such as byinstalling solar power generation equipment at the Asahi Breweries Ibaraki Plant
and Suita Plant, starting driving tests for fuel cell trucks of Asahi Group Japan,
Ltd., and globally expanding our procurement of electricity derived fromrenewable energy.
Going forward, we will work on the active use of renewable energy,
conservation of energy by reviewing manufacturing processes, and establishmentof new technologies for decarbonization.

2022
results*

・ Emissions in Scope 1 and 2:
・ Emissions in Scope 3:

30% reduction from 20195% reduction from 2019

* Results for 2023 will be disclosed around June 2024.
Installation of solar power generationequipment

Procurement of electricity derived
from renewable energy

Installed solar power generationequipment onsite at plants to increase
their use of renewable energy

Globally promoted purchasing of electricity
from renewable energy power generation
operators and early completion of theintroduction of renewable energy

55

Efforts for the Recommendations of the “Task Force on Climate-related
Financial Disclosures (TCFD)”
The Asahi Group endorsed the TCFD recommendations with the recognition
that evaluating the business impact related to the risks and opportunities
associated with climate change and developing appropriate response measuresare essential in terms of realizing a sustainable society and ensuring business
continuity.
Each year since 2019, we have conducted a scenario analysis that examines
the risks and opportunities associated with climate change, and we analyze allcategories of alcohol beverages, soft drinks, and food. In May 2023, we disclosed
the results of our analysis in the 1.5°C scenario for key risks excluding raw
materials.
Summary of Risks and Response Measures in a 1.5°C Scenario
In the analysis in the 1.5°C scenario in which the average temperature rise up
to the end of the 21st century would be curbed to less than 1.5°C compared tothe time of the Industrial Revolution and strict environmental regulations would
be introduced to achieve sustainable development, etc., we identified risks suchas higher energy costs from fossil fuels due to the introduction of a carbon tax,
suspended operations at business bases and increased water charges due todroughts, etc.
For the carbon tax, the financial impact when the carbon tax is introduced
based on the 1.5°C scenario is calculated as an additional cost that would occur
if no response measures were taken. The financial impact of Scope 1 and 2 was
calculated by summing up the alcohol beverages, soft drinks, and food categories.
For Scope 3, the financial impact was estimated by adding “main containers andpackaging,” “transportation/delivery (upstream),” and “transportation/delivery(downstream).”
For natural disasters (water risks), we redefined the Group’s water resourcesin terms of water for raw material production sites and water as a raw material.
Based on this concept, we then conducted a detailed water risk analysis. This
analysis showed the potential impact on our operations and on our procurementof water as a raw material, revealing high-risk sites and the extent of the damage
that could be expected.

56

Financial Impact of theIntroduction of a Carbon Tax

Financial Impact of Natural
Disasters (Water Risks)
Damage to non-current assets andinventories:¥1.9 billion
Opportunity loss due to suspension ofoperations:¥6.7 billion
Financial impact of using water as aningredient (expected increase in waterrate):¥0.5 billion annually

Scope 1 and 2¥9.0 billion in 2030
¥15.3 billion in 2050
Scope 3
(Containers and packaging; upstream
and downstream transportation anddelivery)¥53.3 billion in 2030
¥103.9 billion in 2050

Response Measures

Response Measures“Asahi Carbon Zero” initiatives• Use of recycled materials, bio-derived
materials, etc., and reduction ofcontainer weight• Collaborative transportation with othercompanies• Introduction of eco-friendly/energysaving equipment• Utilization of green power• Demonstration tests for CO2 separationand capture devices• Reinforcement of response measuresthrough detailed risk surveys at eachproduction site
• Reduction of water use

57

Sustainable packaging

Containers and packaging are necessary to ensure quality maintenance andtransportation strength, and function as a means of communication throughdesign and labeling. However, marine pollution and the effects on the ecosystem
due to inappropriately disposed plastic containers and packaging are urgent
social issues.
Within the field of packaging described in the Asahi Group Environmental Vision
2050, the Asahi Group describes a society free of packaging waste as what wewould like the world to be like in 2050. In particular, we aim to achieve a worldin which marine biodiversity is preserved by minimizing the use of resources tomake packaging and helping to build a recycling-oriented society by reusing old
packaging.
To address the problem of plastics, an urgent issue in the area of containers
and packaging, we have set a Group-wide goal of “3R + Innovation.” We areworking to make plastic containers that can be used effectively, shift to using
recycled materials, bio-derived materials, etc. in PET bottles, develop newsustainable materials to replace plastics, and promote sales methods that do not
use plastic containers and packaging.
Going forward, under the goal of “3R + Innovation,” we will continue using
recycled PET, bio-derived materials, etc., while promoting reduction efforts anddevelopment of new eco-friendly containers. As we do so, we will actively
collaborate with industry groups, pursue joint technology development with
suppliers, and carry out initiatives aimed at changing consumer behavior
concerning disposable containers. In addition, we will take a 3R (Reduce, Reuse,
Recycle) standpoint as we strive to save resources, reduce weight, and improve
the recyclability of other container and packaging materials such as cans, bottles,
barrels, and paper.

2022*1
results

・ Materials that can be used effectively*2 as a percentage ofplastic container composition: 99%
・ Recycled materials, bio-derived materials, etc. as a percentage
of PET bottle composition: 21%*1 Results for 2023 will be disclosed around June 2024.
*2 As approaches toward effective use vary by country in which business is operated,
effectively useable refers to materials that are reusable, recyclable (including recyclable
at the research stage), compostable, or thermal recyclable, etc.

58

Operation of PET recycling facility

Promotion of aluminum can recycling

We operate Australia’s largest PET bottle
recycling plant through a joint venturewith competitors and companies fromother industries.

In Slovakia, we promote the recycling ofaluminum cans, including the use of adeposit system for aluminum cans.

59Realize sustainable communities
through the creation of people-to-people connections
Through business activities such as procurement, production, and sales, theAsahi Group has been supported by various communities. Based on the belief
that it is important to reevaluate and once again promote various kinds ofconnections, we have been promoting community activities.
In our community strategy, we define our key activities as “sustainableagricultural industry,” and our basic activities as “Community support activities
with employee participation.” In our key activities, we aim to contribute toimproving the well-being of the agricultural product producers with which theGroup comes into contact. In doing so, we aim to enhance the sustainability of
the agricultural industry, while enabling the stable procurement of raw materials.
In our basic activities, we work to strengthen our ties with the community
through our employees’ active participation in community support activities in
the areas of food, regional environment, and disaster relief, each of which ishighly relevant to our business.

Agricultural industry support “FORHOPS” aimed at solving regional
issues“Community support activities”
around the world

In the Czech Republic, we collaborate withvarious industries to resolve regional
issues related to hops, a vital ingredientfor beer production and improve
productivity.

Our many employees around the world
create connections with their regional
communities by helping to solve regional
issues.

60

Reduction in inappropriate drinking/Solution of alcohol-related issues through creation of
new drinking opportunities
Guided by the “Asahi Group Responsible Drinking Principles,” the Asahi Groupis working to eradicate inappropriate drinking. We are committed to resolving thesocial issues caused by alcohol. We are taking on the challenge of bringing
innovation to the relationships between people and alcohol beverage, and also
helping foster healthy development of alcohol beverage culture, which can help
enrich people’s lives. As we do so, we are working to solve the social issues that
can arise from inappropriate drinking, to bring about a society with fewer of theissues caused by alcohol.
To this end, the Asahi Group is expanding its lineup of non-alcohol and lowalcohol beverages. We are actively promoting non-alcohol and low-alcohol
products as extensions of global brands such as “Asahi Super Dry” and “Peroni
Nastro Azzurro.”
We are also working to promote “smart drinking.” At “SUMADORI-BARSHIBUYA” (“sumadori” is a portmanteau of “smart” and “drinking”), a variety ofsoft drinks and alcohol is offered, catering to individual physical conditions andpreferences. The idea is to create an environment for a variety of drinking styles,
where drinkers and non-drinkers alike can enjoy themselves together.
We will continue to carry out a variety of initiatives to promote responsible
drinking and support the healthy development of alcohol beverage culture. We
will also bring together the insight and technologies of the Asahi Group to develop
innovative products and create new drinking opportunities.

2022*1
results

Sales volume of non-alcohol and low-alcohol beverages as apercentage of main alcohol beverage products*2: 10%*1 Results for 2023 will be disclosed around June 2024.
*2 Beer, RTD, and non-alcohol beverages“Asahi Super Dry 0.0%”“SUMADORI-BAR SHIBUYA”

We sell non-alcohol and low-alcohol
beverages in each region, providing avariety of choices.

We provide a variety of ways to drink byoffering a menu with over 100 drink types
with alcohol content (0%, 0.5%, 3%) andtaste that suit their physical conditions
and preferences.

61

Respect for human rights

As a company that operates globally, the Asahi Group regards respect forhuman rights as the foundation of our business activities, and recognizes its
responsibility to respect the human rights of people affected by our businessactivities.
We are currently conducting human rights due diligence, educating employees,
business partners, etc. on respect for human rights, and building a system ofredress for victims of human rights violations.
As part of this, we carried out human
Human rights due diligence on therights due diligence on the supply chain
supply chain
for coffee from Tanzania and Ethiopia
in 2021 and sugar cane from Brazil in
2022. We are also strengthening ourefforts to reduce human rights risks forour employees. In 2022, we conducteda survey of our factory employees in
Malaysia.
We will further promote theinitiatives for respect for human rights,
including continuing to conduct humanrights due diligence and building a We conduct human rights due diligencestarting with regions and raw materials
grievance mechanism.*
assumed to have high human rights risks
such as Brazilian sugar cane.

* A contact point for receiving reports fromvictims of human rights violations, etc. anda system of redress for them.

Create value of health

The Asahi Group is promoting initiatives that utilize the Group’s knowledge,
proprietary materials, and technologies to help people maintain good health.
We are working on product development aimed at helping people achieve
healthier lifestyles and a better quality of life. Focus areas include maintaining
immune function of healthy people andNo-sugar and low-sugar beverages
improving sleep quality. In this effort,
we are applying the yeast andfermentation technology from our beerbusiness,
as
well
as
technical
capabilities cultivated through over
100 years of lactic acid bacteria
research for “CALPIS” at Asahi Soft
Drinks Co., Ltd.
In addition, in response to the World
Health Organization’s (WHO) call to We are proceeding with research and productcurb sugar intake, we are expanding development related to reducing sugar
our no-sugar and low-sugar product usage, and expanding our Southeast Asialines in our beverage business in product lineup to cater to each country’s
situation and customer needs.

62regions such as Southeast Asia and Oceania, where sugar consumption is high.
We will continue using our range of accumulated technologies and insight tocontribute to people’s health through our products and services.

63

(4) Core Strategies—DX Strategy—
We recognize that our DX is not merely
digitalization, but management reform forsurvival. Considering that DX = BX, we arepromoting innovation across the three key
areas of “Business,” “Processes,” and“Organization.”
1) Business Innovation
By capturing the form of each person’s well-being, we aim to achieve a
personalization model. We will also use digital technology to solve
sustainability challenges, driving initiatives aimed at realizing sustainableliving for people.
[Example of initiatives]
1. Personalization
 Creation of personalization models to
realize Our Mission to “deliver on our great
Direction taste promise and bring more fun to life”
for each personofinitiatives 2. Sustainability
 Creation of structure aimed at realizing
Developing an application tovisualize the state ofsustainable lifestyles for people throughintoxication with a wearable
digital technology
device2) Process Innovation
We aim to improve productivity by quantifying information on productivity
and quality from all factories and making it transparent. In our global
procurement, we pursue economies of scale, optimizing procurement costs
and risks. Our supply chain, sustainability teams, and IT organization all work
together to implement the best solutions.
1. Glocal foundation that improves
productivity
 Creation and reinforcement of a
Direction foundation on a global scale utilizing
regional characteristics to enhanceofproductivity
initiatives
2. Flexible system foundation
 Creation of a foundation that canaccommodate new business models andoptimization of overall operations

3) Organization Innovation
Under our vision to transform into a digital native organization, we have set
a goal of “democratizing the use of IT/data” so that each functionalorganization has IT/data utilization skills as standard capabilities. In addition,
we will simultaneously promote the introduction of agile work styles.*1
1. Transforming into a “digital native
organization”
Direction  Transformation into a digital native
organization through the democratizationof
initiatives of IT and data utilization and thepermeation of agile workstyles
2. Strengthening incubation*2 functions*1 A way of working that emphasizes flexibility and agility, and responds quickly to changes*2 Services and activities that support entrepreneurship and business creation

64

(5) Core Strategies—R&D Strategy—
In our R&D strategy, we anticipate changes in the social and competitiveenvironment over the medium to long term. Based on the future scenarios
derived by a backcasting approach that took into account megatrends as wellas the technologies, insight, and know-how that we have thus far cultivatedthrough our research, we have positioned the following four areas as key R&D
domains. In these key domains, we are pursuing product and technologicaldevelopment with a view to creating new value and reducing risks. In addition,
we are actively working to create new value by fostering technologicalsynergies between our bases, including our overseas bases, and by using open
innovation with different fields.

Alcohol

Health &Wellness

Sustainability

New Businesses

Creating newvalue to cater tochanging
consumer values

Delivering good
physical andmental health toconsumers

Mitigating
environmental andclimate change risks
to help enhancesustainability

Developing
extraordinary “seeds”
that can grow into
new businesses

1) Alcohol
We are pursuing R&D activities aimed at
responding, from various angles, to changing
consumer needs and future forecasts aroundalcohol. In particular, we focus on product andtechnological development for creating value
from alcohol alternatives, promoting researchon new value creation and establishingcompetitive advantage in BAC.
To capture changing consumer needs, in
2023, we developed a manufacturing processthat uses conventional de-alcoholization
technology with a lower environmental impact We developed a manufacturing
for the non-alcohol beer “Kozel 0,0%,” which process for de-alcoholization
technology with a lower
we launched in Europe. We will continue toenvironmental impact for “Kozel
develop various technologies in the future 0,0%,” which we launched inwith the aim of pioneering BAC areas such as Europe.
smart drinking.
We are also working to be able to respond to dynamic changes in consumer
needs. As part of this effort, we are developing an approach for exploring
insights of Generation Z, as well as technology for rapidly generating concepts
for this demographic.
We aim to produce further research results by accelerating the chain ofprocesses from the point of translating needs into technical issues to the pointof arriving at product proposals.

652) Health & Wellness
We support people’s health by providing abroad range of solutions to meet the growing
consumer needs related to physical andmental health.
In data and evidence accumulated overmany years, Lactobacillus acidophilus L-92
has been shown to aid the maintenance of Food with functional claims
immunity functions of healthy adults. By containing Lactobacillus
further clarifying the relationship between acidophilus L-92, for which
Lactobacillus acidophilus L-92 and immunity, notification has been accepted
we will help people maintain and improvetheir health throughout their lives.
It has also been confirmed through many
years of research that the lactic acid bacteria
strain Lactobacillus gasseri CP2305 acts on
the intestines also affecting the brain via a
gut-brain axis*1, and relieves mental stress.
As part of our recent drive to expand into the
Femcare*2 domain, a series of human trials
evaluated the product’s effectiveness in
reducing mental fatigue and sleepiness “Watashi Prologue,” a new productrelated to the menstrual cycle. Our containing Lactobacillus gasseri
notification of a specific functional claim for CP2305 strain
the menstrual cycle was recently accepted,
making this product the first of its kind to have such a functional claim.
We will strengthen our research into unique health functional ingredientsand services that use them, with the aim of offering new value both
domestically and internationally.
*1 A two-way connection between the gut and the brain that acts a system for maintaining
biological functions*2 Caring for women’s bodies and health3) Sustainability
We aim to realize the practical applicationofworld-leading
technologies
inenvironmental and energy fields and for theuse of by-products. At the same time, we are
striving to minimize the impact of rising raw
material costs stemming from climatechangeandalso
toreducetheenvironmental impact of containers andpackaging. In these ways, we are enhancing
the effectiveness of our sustainability
strategy.
In environmental and energy fields, we Exhibit fuel cell power generation
have
demonstrated
fuel
cell
power technology using biomethane gas
generation technology using biomethane derived from brewery wastewaterat COP28
gas derived from beer factory wastewater. In
2023, we also worked to showcase this technology with an exhibit at the Japan
Pavilion at the 28th Conference of the Parties to the United Nations Framework
Convention on Climate Change (COP28) held in Dubai, United Arab Emirates.
Through R&D activities related to sustainability, we aim to uphold our social
responsibility. As we do so, we aim to use sustainable business activities to66

obtain results that will lead to business profits.
4) New Businesses
To realize the business portfolio, we aim for over the medium to long term,
we are integrating technologies and business models both inside and outside
the Group. In this way, we aim to develop extraordinary “seeds” that can growinto new businesses.
By bringing a new perspective to the microbial fields that the Asahi Grouphas used so far, such as yeast and lactic acid bacteria, we will develop new
businesses that take advantage of the Group’s strengths. To achieve this, wewill actively pursue the incorporation of innovative technologies from outside
the Group as well as integration with new fields.

67

(6) Enhancement of Human Capital
In order to strengthen our strategic foundation, we will coordinate the three
initiatives of “fostering the ideal corporate culture,” “continuing the nurturingof managers,” and “securing essential capabilities*.” At the same time, we
aim to realize the “enhancement of human capital,” which is the source of ourcompetitive advantage.
*

Organizational capabilities necessary to realize our strategy.

1) Fostering the ideal corporate culture
It is vital to have various experiences and ideas that differ from previous
ones to resolve ever more complex and diversifying issues surrounding the
Asahi Group. Based on these circumstances and other factors, we are working
to foster a culture of “learning, growing, achieving TOGETHER” based on the“People Statement*1.”

For “Safety and Well-being (S&W),” the “Global Safety and Well-Being
Council” promotes initiatives to discuss our global vision, promote employee
health, and stimulate communication.
For “Diversity, Equity & Inclusion (DE&I),” we have adopted “shine AS YOU
ARE” as our core message and are working to spread it to employees aroundthe world. We have also launched a global “multiculturalism*2” initiative, led
by the Global DE&I Council, to foster an inclusive culture that respects thediverse cultures of the Asahi Group. Furthermore, in order to increase thepercentage of women in management*3 to 40% or more*4 by 2030, we areworking to improve our percentage of women in management by reviewing
68the human resource system and developing guidelines for promotions,training, recruitment, and other topics.
For “learning organization” and “collaboration,” we commenced activities inthree communities in the newly launched “CHRO Learning Community”“Storytelling,” “Workshop,” and “Mentoring”-to create opportunities for
employees with a variety of knowledge, experience, skills, abilities, andqualities to serve as instructors and mentors to learn together and growglobally.

*1 The details are posted on the following Company website:
WEB People Statement
https://www.asahigroup-holdings.com/en/company/policy/key_hr_principles.html*2 The idea that society is enriched by maintaining, respecting, and encouraging cultural
diversity.
*3 The scope consists of officers and leadership positions above a certain level.
*4 The scope consists of the Company and each RHQ.

2) Continuing the nurturing of managers
The surrounding business environment is changing rapidly, and the speedof change is expected to increase further. To achieve sustainable growth insuch an environment, we are working to strengthen our system that enables
developing management personnel. This effort includes globally implementing
programs for developing the next-generation of management to steadilyenhance our management capabilities.
We are working to formulate a pipeline of leader human resources that haseven more layers than before by globally evaluating and analyzing the abilities
and skills of employees, visualizing talented human resources throughout theGroup, and selecting the optimal human resources by finding the right job forthe right person and promoting human resource development.
Moreover, we are strengthening our system that is capable of acquiring
stable personnel over the medium to long term by further expanding humanresource development programs on both a group-wide and regional scale.
3) Securing essential capabilities
In order to realize the enhancement of human capital, we are promoting
the use of Group human resources and acquiring expert human resourcesfrom outside the Group to secure the essential capabilities for strengthening
our business portfolio strategy, core strategy, and our strategic foundation in
the “Medium- to Long-Term Management Policy.” In addition, we are also
promoting the use of external resources through partnerships, alliances, etc.

69(7) Medium-Term Guidelines
Medium-Term Guidelines of the “Medium- to Long-Term Management Policy”
are as follows:■ Key Performance Indicator Guidelines
Guidelines for next 3 years out
Core Operating
Profit CAGR (Compound annual growth rate): high single digit*1

EPS (adjusted*2)

 CAGR (Compound annual growth rate): high single digit

FCF*3

 Annual average of ¥200.0 billion or higher*1 Constant Currency Basis*2 The earnings per share guideline is on an adjusted basis excluding special temporary factors, such as
business portfolio restructuring and impairment losses.
*3 FCF = Cash flows from operating activities – Cash used in investing activities (excluding M&A andother business restructuring)■ Financial Policy Guidelines
Guidelines for 2022 onward
Investment for
Growth andDebt Reduction

 Prioritize allocation of free cash flow to the reduction of debt
and work to enhance capacity for growth investments
 Aim for Net Debt/EBITDA*1 of around 3 times in 2024
(after deducting 50% of outstanding subordinated debt fromnet debt)

Shareholder Returns

 Stable dividend increases with the aim of achieving a dividend
payout ratio*2 of around 35%(aiming for dividend payout ratio of 40% by 2025)*1 Net Debt / EBITDA (EBITDA net debt equity ratio) = (interest-bearing debt - cash) / EBITDA*2 The dividend payout ratio is calculated by deducting one-time gains and losses (net of tax), such as
business portfolio restructuring and impairment losses, from net income attributable to owners of theparent company.

70[3. Policy for 101st term (FY2024)]
In the fiscal year 2024, there are concerns about the risk of economic
slowdown due to factors such as high overall costs and inflation. However, basedon the “Medium- to Long-Term Management Policy,” we will continue enhancing
our business portfolio by promoting premiumization strategies in each region. In
addition to further promoting core strategies such as integrating sustainability
and management, we will consolidate the management foundations
underpinning our long-term strategies through initiatives such as advancing ourhuman capital for true globalization and strengthening Group governance.
In Japan, we will invest management resources in the mainstay brands inthe alcohol beverages, soft drinks, and food businesses. We will also work to
expand our foundation for growth by strengthening new value propositions, etc.
In addition to creating synergies beyond the boundaries of each business, wewill strengthen the management foundation in Japan as a whole by enhancing
our human capital and organizational functions and by promoting sustainability
initiatives.
In Europe, alongside improving our competitive advantage based on our
premiumization strategy for each country, we will boost awareness of global
brands by using global partnerships centered on “Asahi Super Dry” and “Peroni
Nastro Azzurro.” In addition, we will further expand our foundation for growthby strengthening our sustainability initiatives with a focus on the environmentand on communities.
In Oceania, as well as pursuing sustainable growth with major brands suchas “Great Northern,” we will strengthen our product portfolio with a multibeverage strategy that leverages the strengths of our alcohol beverages and softdrinks businesses. Furthermore, we will further strengthen our businessfoundation through profit structure reforms including optimizing various
operations, and through new value proposals that emphasize sustainability.
In Southeast Asia, we will work to improve profitability in Malaysia and othercountries in which we have developed our business by ramping up ourinvestment in mainstay brands with a focus on our own brands and optimizing
sales channels. In addition, we will expand our foundation for growth throughefforts such as tapping into demand for health, investing in digital transformation,and strengthening human resource development.
With these efforts, the Group projects revenue to be ¥2,840,000 million,
core operating profit to be ¥271,000 million, operating profit to be ¥273,000
million, and profit attributable to owners of parent to be ¥190,500 million(adjusted profit attributable to owners of parent* to be ¥176,000 million), for
FY2024.
*

Adjusted profit attributable to owners of parent is profit attributable to owners of parent
less special temporary factors, such as business portfolio restructuring and impairment
losses.

71

■Earnings forecasts for 101st term (FY2024) of the Asahi Group
RevenueCore operating
profitOperating profit

72

Profit attributableto owners of parent

III Corporate Governance[1. Basic Policies]
The Company is committed to achieving sustainable growth and increasing
corporate value over the medium to long term by putting the group philosophyof the Asahi Group, the “Asahi Group Philosophy (AGP)” into practice.
The Company has been proactive in its efforts to strengthen Groupmanagement in response to globalization, build solid relationships of trust withsociety including promotion of sustainability management, and enhance its social
presence and transparency, such as advancement of engagement withstakeholders, while positioning the reinforcement of the Group’s corporate
governance at the top of management priorities.
[2. Characteristics of the Company’s Corporate Governance]
To realize sustainable growth and enhance corporate value over the medium
to long term, the Company is working to continuously enhance the effectivenessof the Board of Directors.
Through the following initiatives, etc., Directors and the Board of Directors
have established a framework for ensuring that the Board of Directors can engage
in appropriate decision-making and monitor the managerial ranks in a highly
effective manner.
In addition, based on our fiduciary duty and responsibility for accountability
toward shareholders, we have established an Audit & Supervisory Board
comprising Standing Audit & Supervisory Board Members and a majority of
Independent Outside Audit & Supervisory Board Members. All members areprovided with a high degree of independence and autonomy. These provisions
and systems allow Audit & Supervisory Board Members and the Audit &Supervisory Board to fulfill their roles and duties by auditing the operational
execution of Directors, the CEO, and other members of management from an
objective and independent standpoint.
Structure of the Board of Directors
To ensure balance and diversity in terms of the knowledge, experience, andability of the entire Board of Directors deemed necessary for the Company torealize sustainable growth and increase corporate value over the medium tolong term, the Company has formulated the “Board of Directors Skill Matrix,”
which clarifies the personal requirements of Directors of the Company basedon the AGP, management strategies, etc. In accordance with the “Board of
Directors Skill Matrix,” the Board consists of persons who have abundant
experience, extensive insight, and high-level expertise and ability required by
the Company.
Evaluation of effectiveness
Every year, the Company evaluates the effectiveness of the Board of
Directors, Nomination Committee, Compensation Committee, and Audit &Supervisory Board with the help of a third party. Through such evaluations,these bodies incorporate points to improve in their activity plans for thefollowing year, thereby working to enhance their effectiveness.
Nomination Committee and Compensation Committee
To ensure transparency, fairness, and appropriateness, the Nomination
Committee and Compensation Committee, a majority of whose members
73

consist of Independent Outside Directors, are consulted by the Board of
Directors on agenda items related to officer appointments and remuneration,
deliberate on said items, and then report their opinions to the Board of
Directors.
Structure of the Audit & Supervisory Board
To ensure diversity and balance in terms of the knowledge, experience, andability deemed necessary for the Company to realize sustainable growth andincrease corporate value over the medium to long term, the Company has
formulated the “Audit & Supervisory Board Skill Matrix,” which clarifies the
personal requirements for Audit & Supervisory Board Members. In accordancewith the “Audit & Supervisory Board Skill Matrix,” the Audit & Supervisory
Board consists of persons who possess abundant experience, extensive insight,
high-level expertise and ability required by the Company.

[3. Corporate Governance System](1) Roles and functions of the Board of Directors
The primary role of the Board of Directors is to contribute to sustainablegrowth and increases in corporate value over the medium to long term basedon its fiduciary duty and responsibility for accountability toward shareholders.
Recognizing that corporate value not only reflects financial value but also
represents the sum of the social value that is closely related to corporate
value, the Board of Directors actively cooperates with various stakeholders
as it practices the AGP and promotes the “Medium- to Long-Term
Management Policy.”
In order to fulfill the aforementioned role, the Board of Directors engages
in the following activities.

74

Discussions on management’s approach to the ultra-long term
We aim to enhance foresight into medium- and long-term changes in thebusiness environment and strengthen management for sustainable growth bypromoting discussions on ultra-long term megatrends.
Determination of Medium- to Long-Term Management Policy and apolicy on business portfolio
We establish important corporate strategies such as the “Medium- to LongTerm Management Policy” and a policy on business portfolio, and revise themwhen necessary, thereby striving to strengthen proactive and determinedmanagement in order to enhance corporate value over the medium to longterm.
Strengthening decision-making processes through the separation of
executive and supervisory functions
A non-executive internal director has been appointed to the position of
Chairman of the Board of Directors to distinguish their role from that of the
CEO and thereby contribute to the separation of management and businessexecutionfunctions.
This
arrangementhasclarifiedexecutional
responsibilities, expedited decision-making by concentrating responsibilities
and authority on the CEO, strengthened the monitoring functions of the Boardof Directors, and further improved decision-making processes.
Deliberations on officer appointments and remuneration
We strive to enhance effectiveness of the Board of Directors by deliberatingon matters regarding the succession of the Board of Directors and theappointment of officers, as well as matters regarding the appointment ofofficers and officers’ remuneration such as officers’ remuneration plans andcriteria for individual officer remuneration.
Ensuring transparency, fairness, and appropriateness of officer
appointments and remuneration through the Nomination Committee
and Compensation Committee
In order to ensure the transparency, fairness, and appropriateness of officer
appointments and remuneration, the Nomination Committee and theCompensation Committee have been established as advisory bodies to theBoard of Directors, and proposals concerning officer appointments andremuneration are consulted and reported on before submitting them to theBoard of Directors. In addition, the Compensation Committee is entrustedwith the responsibility for determining individual officer remuneration, in
accordance with the standards set by the Board of Directors.
Risk governance
We provide appropriate support for risk-taking by the management,
including the CEO, by establishing the internal control system and risk
management systems, such as the enterprise risk management (ERM) system,in order to reduce risk and control overall risk, and by adopting risk appetite.
Contingency measures of the Board of Directors
The Board of Directors clarifies the contingencies to be addressed by the
Board of Directors, defines the roles of Outside Directors, and establishes
procedures for addressing such contingencies, including cooperation with the
Audit & Supervisory Board. In addition, the Board of Directors will carry out

75appropriate crisis management measures, such as the monitoring of
responses to emergencies by those in charge of business execution.

(2) Audit & Supervisory Board
Based on our fiduciary duty and responsibility for accountability towardshareholders, we have established an Audit & Supervisory Board comprisingStanding Audit & Supervisory Board Members and a majority of Independent
Outside Audit & Supervisory Board Members. All members are provided witha high degree of independence and autonomy. These provisions and systems
allow Audit & Supervisory Board Members and the Audit & Supervisory Board
to fulfill their roles and duties by auditing the operational execution of
Directors, the CEO, and other members of management from an objective
and independent standpoint.
In order to ensure an effective balance in the entire Audit & Supervisory
Board in terms of the knowledge, experience, ability, and diversity required
to achieve sustainable growth and increases in corporate value over the
medium to long term, the Audit & Supervisory Board shall consist of suitable
individuals who possess abundant experience, extensive insight, high-level
expertise and ability required by the Company, in accordance with the “Audit& Supervisory Board Skill Matrix,” which clarifies the personal requirements
for Audit & Supervisory Board Members.
In addition, the Company shall ensure that at least 3 of the Audit &Supervisory Board Members are Outside Audit & Supervisory Board Members
who meet the Company’s requirements for independent officers.
By combining the information held by the Standing Audit & Supervisory
Board Members and the high level of expertise of the Outside Audit &Supervisory Board Members, the Company’s system enables Audit &Supervisory Board Members to exercise their authority freely and decisively,
making appropriate judgments and taking action from an independent andobjective standpoint.

76

(3) Nomination Committee, Compensation Committee andSustainability Committee
1) Nomination Committee
Nomination Committee provides reports on its findings and views about
personnel affairs of officers, etc. in response to the inquiries referred fromthe Board of Directors. The Committee consists of 3 Outside Directors and 2
Internal Directors, and an Outside Director is co-operatively appointed as its
chairperson.
5 members (of whom 3 are Outside Directors)
Chairperson Kenichiro Sasae (Outside Director)
OutsideMemberChristina L. Ahmadjian (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberAkiyoshi Koji (Chairman and Director, Chairman of the Board of
Directors)

MemberAtsushi Katsuki (President and CEO, Representative Director)

OutsideOutsideInternal

Internal

Activities in FY2023
The Nomination Committee convened a total of 9 times in FY2023.
 Deliberation and reporting regarding nomination of Director and Audit &Supervisory Board Member candidates
 Deliberation and reporting regarding appointment of the Representative
Director, Chairman of the Board, President, the CEO, and chief officers(CXO)
 Discussions were held and decisions were made on matters regarding theappointment of Nomination Committee members after reappointment,
and the results thereof were reported to the Board of Directors
 Report on the committee activity plan for FY2023 to the Board of Directors
 Discussion on succession planning
 Discussion on cultivation and acquisition of human resources, and theassessment system

772) Compensation Committee
Compensation Committee provides reports on its findings and views about
the remuneration system and amount of remuneration, etc. for Directors in
response to the inquiries referred from the Board of Directors. The
Committee consists of 3 Outside Directors and 2 Internal Directors, and an
Outside Director is co-operatively appointed as its chairperson.
5 members (of whom 3 are Outside Directors)
Chairperson Christina L. Ahmadjian (Outside Director)
OutsideMemberKenichiro Sasae (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberKeizo Tanimura (Director EVP and CHRO)

MemberKaoru Sakita (Director EVP and CFO)

OutsideOutsideInternal

Internal

Activities in FY2023
The Compensation Committee convened a total of 10 times in FY2023.
 Discussion and decision regarding individual evaluations tied to annual
bonus amounts
 Discussion, decision, and reporting to Board of Directors of officer
bonuses (annual and medium term) and allocation of points for stockcompensation
 Discussion, decision, and reporting to Board of Directors of theappointment of members of Compensation Committee after
reappointment
 Discussion on the social value indicators in the medium-term bonus
 Discussion on the evaluation system of executive directors
 Discussion regarding officer remuneration for FY2024 and beyond783) Sustainability Committee
To enhance a monitoring system of the Board of Directors by further
promoting the integration of sustainability and management, anddeliberating and offering recommendations on key sustainability themes
from professional perspectives, the Company established the Sustainability
Committee in December 2023. The Committee consists of 2 Outside
Directors and 2 Internal Directors including CEO, and CEO is appointed as its
chairperson. The Committee shall invite outside experts on a case-by-casebasis, depending on matters of inquiries or discussions.
4 members (of whom 2 are Outside Directors)
Chairperson Atsushi Katsuki (President and CEO, Representative Director)
Internal

MemberKeizo Tanimura (Director EVP and CHRO)

MemberChristina L. Ahmadjian (Outside Director)

MemberMari Matsunaga (Outside Director)

Internal

OutsideOutsideActivities in FY2023
The Sustainability Committee convened a total of 1 time in FY2023.
Discussion of the operation policy of the Sustainability CommitteeDiscussion regarding discussion topics for FY2024

79[4. Nomination and Appointment of Officers]■Nomination and appointment system of Directors(1) Board of Directors Skill Matrix
The “Board of Directors Skill Matrix” is composed of the necessary skills
for decision-making as the Board of Directors and particularly necessary
skills for the oversight of business execution. According to the Board of
Directors Skill Matrix, the Company shall make the Board of Directors
composed of persons who are suitably qualified to be Directors of theCompany possessing abundant experience, extensive insight, high-level
expertise and ability required by the Company. The content of the Board of
Directors Skill Matrix is described in the Reference Materials for General
Meeting of Shareholders “Item 2: Appointment of eleven (11) Directors.”(2) Succession plan and training
The Company regards the succession planning involving its CEO and
Directors as one of the matters of utmost priority, and accordingly draws up
a succession plan pertaining to the CEO and Directors, pursuant torequirements demanded of the CEO and Directors as individuals, and thecomposition of the entire Board of Directors. The Board of Directors properly
supervises the succession plan.
Based on the succession plan, the Company makes appointments andassignments according to plan, engages in coaching of successor candidates,
and carries out training, etc. for successors of the next and subsequent
generations. Meanwhile, the Company arranges professional assessments byexternal organizations and makes use of such means as 360-Degree
Feedback in-house. The Nomination Committee regularly monitors andreviews such plans as necessary.
For the Directors and Audit & Supervisory Board Members, the Company
provides training required for their roles and responsibilities on a regularbasis. The Company provides Outside Directors and Audit & Supervisory
Board Members with information relating to the overview of the Asahi Group
including its businesses, financial affairs and organizations, and implements
measures, such as office visits and exchanges of opinions with employees,
to facilitate their understanding of the Group and human resources as needed.

80(3) Skill set of the CEO
The Company has formulated the “Skill set of the CEO,” in order to enhance
the sustainability of management and proceed the succession planning of the
CEO based on fair and transparent processes.
The skill set consists of distinctive skills required for the CEO of theCompany in addition to universally essential skills as the CEO, and articulates
the essential skills of the CEO from the perspective of ultimate responsibilityof execution.
The table shown below is formulated with the business environment within
and outside the Company as of now and over the next five years in mind,
and are subject to review depending on environmental changes, etc.
The Company examines the appointment, reappointment, and succession
planning of the CEO based on the skill set of the CEO.
■Skill set of the CEO
Personal Image
Ideal perceptions from inside and outside the Company, and ideal presence• A leader who, as a representative of Asahi Group, thinks the most deeply
about AGP, embodying a sense of mission and an ethical code

• A leader who, regardless of any business environment, always exhibits aclear vision that leads employees, and unshakeable code of values• A leader who actively encourages different thinking and achieves growthof employees and the Company through maximizing the capabilities of
employees

Necessary
skills of theCEO

Skillsrequired as
Director

Personal traits“Personality, attitude
and stance” conductive
to serving duties

Capabilities“Insight, ability,
expertise” required toaccomplish duties

Performance record
Necessary “experienceand successes”• Sincerity and humility• Mental toughness• Open-mindedness• Foresight,• Experience as a top

decisiveness,competency• Organizational
leadership• Learning skills

management ofoperating company or
RHQ*• Experience ininternational
operations• Experience inaddressing
discontinuous growthLong-term
strategy

GlobalSustainability

Discontinuous
growthSeniorleadership

Finance

Risk &
GovernanceHuman
resources &Culture* RHQ stands for Regional Headquarters(4) Appointment, dismissal, and evaluation of the CEO andexecutive directors
1) Appointment and dismissal of the CEO
The Board of Directors appoints as the CEO individuals who willcontribute to the sustainable growth of the Company and help increase its
corporate value over the medium to long term.

81

The appointment or dismissal of the CEO is based on the following
guidelines. Such appointment and/or dismissal is deliberated on by the
Nomination Committee and determined by the Board of Directors.


Based on the skill set of the CEO, individuals who possess abundant
experience, extensive insights, and a high level of expertise and ability
suitable for the CEO of the Company shall be nominated.

A candidate shall be appointed as the CEO after being deliberated on
beforehand by the Nomination Committee and judged to be appropriate.
 In the event that there is a possibility that the CEO has met the criteria
for dismissal, the Nomination Committee shall hold deliberations, andafter the results of said deliberations are verified by the Board of
Directors, the relevant individual shall not be nominated as a candidate
for Director, and they shall also be dismissed from the position of theCEO.
2) Appointment of executive directors


Executive directors are appointed through the following framework, in
accordance with the Board of Directors Skill Matrix, to facilitate sustainablegrowth and increase corporate value over the medium to long term.
Each fiscal year, a request is submitted to the Nomination Committeeby the Board of Directors to formulate proposals for executive director
candidates for the following fiscal year from among the executive team.
The Nomination Committee discusses the appropriateness of all
possible candidates. As for candidates to be reappointed, evaluations
are shared with the Compensation Committee.

The candidate proposals formulated by the Nomination Committee aresubmitted to the Board of Directors.
3) Evaluations of the CEO and executive directors
The CEO and executive directors are evaluated through the following
framework to facilitate sustainable growth and increases in corporate value
over the medium to long term.
 Each fiscal year, Directors formulate annual activity plans based on the“Medium- to Long-Term Management Policy” and annual management
plans, which are then finalized through discussions with the CEO.
 After the conclusion of each fiscal year, Directors submit selfevaluations of their activities to the CEO and then discuss theseevaluations. The CEO prepares evaluation proposals for each Director.
 The CEO submits the evaluation proposals for all executive directors,
including themselves, to the Compensation Committee.
 The Compensation Committee discusses the impartiality andappropriateness of the evaluation proposals and then decides theevaluations and compensation payments for the CEO and each Director.
Total compensation amounts are decided within the scope delegated by
the Board of Directors.
82

[5. Officers’ Remuneration (Policies concerning the setting of
remunerations, etc. paid to Directors and Audit & Supervisory
Board Members)](1) Directors’ remunerations, etc.
The Company established the policies concerning the setting of
remunerations, etc. paid to Directors by a resolution of its Board of Directors.
Prior to the Board of Directors passing the resolution, the Compensation
Committee is consulted regarding the contents of the resolution and provides
reports on its findings and views.
1) Basic concepts
The remunerations for Directors are designed and operated as follows.
 To further strengthen the incentive to strive for the Company’ssustainable growth and enhancement of corporate value over the
medium to long term Remuneration with a content and level that is effective in continuing toensure outstanding human resources with diverse skills
 To base on the role and magnitude of responsibilities of the Directors
and their contribution to performance Remuneration highly variable based on performance linked to
management strategy
 Remuneration in which benefits and risks are shared with shareholders
and which provides an incentive to ESG-oriented management
2) Composition of remuneration
The remunerations, etc. for Directors comprise basic remuneration,bonuses (annual and medium-term), and stock compensation for Directors(excluding the Outside Directors; hereinafter the “Internal Directors”) andbasic remuneration only for Outside Directors. With the principle that the
remunerations of Internal Directors will be highly linked to performance, thepercentage of variable remuneration (bonus and stock compensation) in theannual income for the President and Representative Director will be around70%, and the percentage of stock compensation, which is remuneration thatshares benefits and risks with the shareholders, will be around 20%. With
respect to the other Internal Directors, the percentage of variable
remuneration is around 60%, by a design based on positions and roles.

3) Remuneration level
The remunerations, etc. for Directors are set at a level of remuneration
aimed at the achievement of performance targets, taking into consideration
the level of remuneration that is effective for continuing to secure
outstanding human resources with diverse skills with reference to groups of83

global companies and Japanese benchmarks that are the same in business
operations, scale, and complexity in business regions, etc. as those of theCompany.
4) Basic remuneration (fixed remuneration)
The basic remuneration paid in a fixed monthly amount is determined byadding the actual expenses paid by the Directors, such as health checkup
expenses to the fixed amount based on their positions or roles.
5) Variable remuneration
As one of the basic concepts for further strengthening the incentive tostrive for the Company’s sustainable growth and enhancement of corporate
value over the medium to long term, the system design for remunerations
for Directors has been implemented, with consideration given to increasing
variable remuneration (incentive) as a percentage of annual income as wellas contributing to the Company’s sustainable growth (short-term, mediumterm, and long-term) and enhancement of corporate value (in terms of bothfinancial value and social value) through an incentive system as a whole.
■ List of variable remunerations
Annual bonus

Medium-term bonus

Stock compensation

Objective

Forming a strong
incentive forsustainable andsteady growth,enhancement infinancial value andachievement of plans

Forming a strong
incentive forachieving
discontinuous growthand medium-term
performance

Forming an incentive
for continuallyenhancing corporate
value over the longterm and sharing
benefits and risks
with shareholders

PeriodSingle fiscal year

3 years

3 years

Payment method

Cash

Cash

Stock

Payment timing

March every year

March of the year
following completionof medium-term plan

On retirement

Evaluation method
Malus and clawback(repayment of
remuneration)
provision

As stated in (i) below As stated in (ii) below

No

Yes

No

Yes

(i) Evaluation method of annual bonus
Performance Coefficient and KPI for Annual Bonus and Individual
Evaluation Coefficient
Individual payment amount= Role-specific basic remuneration × Performance coefficient(Payment ratio for core operating profit × 50% + Payment ratio
for profit attributable to owners of parent × 50%) × Individual
evaluation coefficient** The individual evaluation coefficient comprehensively evaluates each individual’s contributions
to enhancing the effectiveness of the Board of Directors as a Director as well as their businessexecution performance as an executive director. Set at 100% when targets are met, fluctuates
within a range from 70% to 130%84

Notes:

1. Set as a KPI that is linked to KPIs in annual business plans and that aims for continuousand steady improvement in financial value.
2. Set at 100% when targets are met, fluctuates within a range from 0% to 200%.
3. As a basis, the upper limit is set at 115% of the target value and the lower limit is set
at 85% of the target value. Every year, the upper and lower limits are determined after
examining the appropriateness of their levels.

(ii) Evaluation method of medium-term bonus
Performance Coefficient and KPI for Medium-Term Bonus andIndividual Evaluation Coefficient
Individual payment amount=Role-specific basic remuneration × Performance coefficient(Payment ratio for financial value indicators × 60% + Payment
ratio for social value indicators [sustainability indicators] × 40%)× Individual evaluation coefficient** The individual evaluation coefficient comprehensively evaluates each individual’s contributions
to enhancing the effectiveness of the Board of Directors as a Director as well as their businessexecution performance as an executive director. Set at 100% when targets are met, fluctuates
within a range from 70% to 130%

Notes: 1. Set as a KPI that is linked to KPIs in
medium-term business plans and thataims for improvement in social value
2. Comprehensively evaluates progressand status of achievement ofsustainability indicators
3. Set at 100% when targets are met,
fluctuates within a range from 50% to150%

Notes: 1. Set as a KPI that is linked to KPIs in
medium-term business plans and thataims for enhancing cash flow
management
2. Set at 100% when targets are met,
fluctuates within a range from 50%
to 150%6) Method for determining remuneration
Directors’ remunerations, etc. are set in line with a resolution at a meetingof the Board of Directors within the total amount of remunerations, etc.
resolved in advance at a General Meeting of Shareholders. When
remuneration related resolutions are being made by the Board of Directors,
the Compensation Committee, which has Outside Directors constituting amajority of its membership and an Outside Director appointed as its
chairperson, acts as an advisory body to the Board of Directors, deliberating
the content of said resolutions in the interests of greater transparency andobjectivity through fair processes.
857) Amount of remunerations for individual Directors
The determination of the amount of remunerations for individual Directors
has been left to the Compensation Committee by a resolution of the Boardof Directors. The Company delegates authority to the Compensation
Committee for “individual evaluation” and “determination of the individual
remuneration amount in accordance with the evaluation.”(2) Audit & Supervisory Board Members’ remunerations, etc.
Audit & Supervisory Board Members’ remunerations, etc. are set by
discussion by the Audit & Supervisory Board Members within the total
amount of remunerations resolved in advance at a General Meeting of
Shareholders.
Remunerations, etc. for an Audit & Supervisory Board Member consist onlyof basic remuneration paid in a fixed monthly amount, and the level of suchbasic remunerations is set subject to a mutual consultation of Audit &Supervisory Board Members according to their job responsibilities and status
distinction between internal and outside and by drawing on outside
professional organization’s survey data.
[6. Initiatives Carried Out to Enhance Effectiveness of the Board of
Directors]
To implement the AGP, realize sustainable growth, and increase corporate
value over the medium to long term, the Company’s Board of Directors must
maintain a high level of effectiveness.
To do so, the Board of Directors must be able to hold meaningful debate on
appropriately determined topics and engage in timely decision-making andsupervision of business execution.
Therefore, by ensuring the Board of Directors comprises Directors who
possess the necessary skills determined under the “Board of Directors Skill
Matrix,” the Company maintains a Board of Directors with the necessary decisionmaking and supervisory capabilities, along with the capability to operate in amanner conducive to its effectiveness.
The Board of Directors and the Directors themselves are supported by theeffective audits of the Audit & Supervisory Board, which evaluates theeffectiveness of the Board of Directors on its own and seeks to make
improvements, and are also aided by the participation of the Nomination
Committee and the Compensation Committee, both of which consist of a majorityof Outside Directors.
Also, the Board of Directors holds evaluations of its effectiveness each yearwith the aim of identifying issues that should be addressed in order to further
enhance its effectiveness. Through these evaluations, improvements are madeon an ongoing basis. In this way, the Board seeks to maintain and enhance ahigh level of effectiveness.
Through this framework for enhancing effectiveness of the Board of Directors,
the Board of Directors implements management based on the AGP with the aimof ensuring that the Asahi Group will continue to enjoy a high level of trust fromits stakeholders into the future.

86

■ Framework for enhancement of effectiveness of the Board of Directors

Details of the initiatives carried out to enhance effectiveness of the Board of
Directors are posted on the following Company website:
WEB Corporate Governance Reporthttps://www.asahigroup-holdings.com/en/ir/pdf/annual/2023_cgr.pdf

87[7. Evaluation of Effectiveness of the Board of Directors,
Nomination Committee, Compensation Committee, and Audit &Supervisory Board]
To make the above “framework for enhancing effectiveness of the Board of
Directors” working effectively and to contribute to the increase of corporate value
over the medium to long term, the Board of Directors analyzes and evaluates
the effectiveness of the Board of Directors, Nomination Committee andCompensation Committee on an annual basis, and discloses the summary of theevaluation results.
Further, as a company with an Audit & Supervisory Board, to contribute to
the increase of corporate value over the medium to long term, and to support
the prevention of damage, the Audit & Supervisory Board Members and the Audit& Supervisory Board shall analyze and evaluate the effectiveness of the Audit &Supervisory Board, and disclose the summary of the evaluation results.
The summary of the evaluation results is posted on the following Company
website:WEB Evaluation of Effectivenesshttps://www.asahigroup-holdings.com/en/company/governance/policy.html

88

[8. Policy of Reducing Cross-Shareholdings]
The Company makes it its policy to refrain from holdings of shares whensuch holding is deemed as neither contributing to the sustainable growth of theCompany nor increasing its corporate value over the medium to long term. This
policy has been adopted out of consideration for our goal of pursuing asset andcapital efficiency improvement.
As to the shareholdings, we comprehensively consider factors such as theappropriateness of the holding purposes, the contributions to performance, andthe effects obtained from holdings from the perspective of risks, and specificallyexamine whether they are reasonable in the light of the capital cost etc. The
result of examinations of matters including the holding purpose for major ones
among the shareholdings is reviewed every year by the Board of Directors.
In the event that a shareholding is deemed not to contribute to theCompany’s sustainable growth or to the increase of its corporate value over the
medium to long term, the Company, as a shareholder, shall engage in therequisite dialogue with the counterpart entity. Shareholdings that are deemed
not improvable, even after engaging in dialogue, are to be sold in a timely andappropriate manner.
For each agenda item, the Company appropriately exercises the voting rights
attached to the shares it holds by comprehensively weighing factors such aswhether proposals contribute to the sustainable growth of the Company and to
the increases in its corporate value over the medium to long term, and whether
they contribute to the common interests of the investee’s shareholders.
For shareholdings during this fiscal year, strategic necessities such as
maintaining and strengthening business relationship as well as facilitating
business activities, etc. were verified, and the appropriateness of holding theshares in terms of risks etc. was examined based on the above policy. The resultof examinations was reported to the Board of Directors, and the appropriatenessof holding the shares was duly confirmed. The total amounts recorded in thebalance sheet and the ratio to total equity as of the end of this fiscal year are as
follows.
Total equity (a)¥2,465,781 million

Total amounts recorded in the balance sheet (b)Ratio (b/a)¥104,460 million
4.2%

89

IV Risk Management
With the aim of ensuring sustainable growth and enhancing corporate value
over the medium to long term in an uncertain management environment, theAsahi Group is working to promote appropriate risk-taking while controlling
overall risk through the following risk management measures.

[1. The Asahi Group Enterprise Risk Management]
The Asahi Group has introduced enterprise risk management (ERM) for theentire Group. The Asahi Group effectively and efficiently controls its overall riskthat could impede embodiment of the “Asahi Group Philosophy (AGP)” as well as
execution of strategies and achievement of objectives defined in the “Medium- to
Long-Term Management Policy” through activities such as identifying andevaluating critical risks across all areas that include strategy, operations, finance,and compliance, building up responding plans, and executing and monitoring theplans continuously.
The respective companies of the Asahi Group implement ERM on the basis ofeach business unit, and report the details of the initiatives to the Risk
Management Committee of the Company. The Committee monitors the initiatives,and its members identify and evaluate critical risk across the Group, build
responding plans, and execute and monitor the plans. All such initiatives arereported to the Board of Directors, which ascertains the effectiveness of ERM bymonitoring the initiatives.
[2. The Asahi Group’s Risk Appetite]
The Asahi Group has developed “The Asahi Group Risk Appetite” to specify
risks to be accepted or to be minimized for achieving objectives of the “Mediumto Long-Term Management Policy” while promoting ERM.
“The Asahi Group Risk Appetite” is a policy related to risk management of
the Asahi Group. It serves as a guideline for engaging in ERM and a guideline for
opting whether or not to take risks when decisions are made. It consists of the“Risk Appetite Statement” which shows the Group’s basic stance toward risk, andthe “Specific Risk Appetite” which shows each stance (appetite) for major
categories of risk that greatly affect business execution, premised on theassumption of practical application. The Company has developed the Appetite
through consideration on its Group strategy, risk culture, risk profile, andstakeholders’ expectations. The Appetite is approved by the Board of Directors
and is applied to the entire Group. The Risk Management Committee monitors its
implementation and reports its progress to the Board of Directors. Through theinitiatives, the Company promotes appropriate risk takings across the overall
Asahi Group.

90

The Asahi Group Risk Appetite Statement
In order to achieve sustainable corporate value enhancement, the Asahi Group has
made it its “Medium- to Long-Term Management Policy” to “Contribute tosustainable society and respond to changing conceptions of Well-being throughdelivering great taste and fun,” based on the “Asahi Group Philosophy (AGP).”To this end,
 The Asahi Group achieves organic growth by building high-valueadded brands, and with regard to discontinuous growth achieved by
M&A activities and innovations, is willing to take commercial risks
in a controlled manner that balance the need for a robust financial
position whilst creating value growth for shareholders; The Asahi Group delivers excellent quality products and ensures asafe work environment for everyone at the Asahi Group, both ofwhich are critical priorities at the heart of Asahi’s success; The Asahi Group pursues initiatives to protect the environment andis willing to innovate to create greater environmental value insociety; and The Asahi Group accepts as little risk of non-compliance with the“Asahi Group Code of Conduct” and the “Asahi Group Human Rights
Principles” as possible.

[3. The Asahi Group’s Crisis Management]
Of the material risks for the entire Asahi Group identified through ERM,
“Crisis Management” covers areas where there is a risk of blockage ofmanagement resources, such as people, objects, money, information, etc. and
the Group “responds immediately.”
In order to enhance the effectiveness of crisis management, an “immediate
response system for emergencies” has been established to quickly respondwithout confusion in time of crisis by making “assumptions in advance” even in
ordinary times. Preparation of “risk scenarios” that assume a risk of blockage ofmanagement resources and responses to such situation are underway.
In addition, we have established a system to quickly respond to emergencies
by clarifying in advance who will respond according to the type of crisis. Fact
verification and assessment of its seriousness will be promptly and accurately
implemented at times of taking initial actions in the event of a crisis.
■ Risk management structure91

V

Status of Other Matters of the Asahi Group[1. Financing Activities]
The Company financed the capital requirements including capital
expenditures through loans from financial institutions, and the issuance ofcommercial papers and bonds.
Funds required for businesses within the Asahi Group are primarily sourced
by the Company.
■ Overview of issued bonds
Issued bonds

Total amount of bonds(million yen)

Payment date

The 19th issue of Unsecured Corporate
Bonds (3 years)

March 8, 2023

50,000The 20th issue of Unsecured Corporate
Bonds (Green Bond, 5 years)

March 8, 2023

25,000The 21st issue of Unsecured Corporate
Bonds (7 years)

March 8, 2023

25,000The 22nd issue of Unsecured Corporate
Bonds (5 years)

September 7, 2023

20,000The 23rd issue of Unsecured Corporate
Bonds (10 years)

September 7, 2023

30,000[2. Status of Principal Lenders](As of December 31, 2023)
Outstanding balance(million yen)

LenderSumitomo Mitsui Banking Corporation

35,580Mizuho Bank, Ltd.

21,000Sumitomo Mitsui Trust Bank, Limited

15,000

The Norinchukin Bank

15,000MUFG Bank, Ltd.

8,869

[3. Status of Capital Expenditures]
Capital expenditures in this fiscal year totaled ¥140,525 million, and thebreakdown of capital expenditures by segment is as follows. A large portion of
the capital expenditures represented investments made for the purpose ofenhancing production capacity and efficiency.
Amount of capital expenditure(million yen)SegmentJapan

56,953

Europe60,853

Oceania

19,501

Southeast Asia

894

Others510

Company-wide (common)

1,813

Total

140,52592

[4. Status of Major Establishments and Principal Subsidiaries](As of December 31, 2023)(1) Asahi Group Holdings, Ltd.
(Head office) 23-1, Azumabashi 1-chome, Sumida-ku, Tokyo(2) Significant subsidiaries
Company name
Asahi Group
Japan, Ltd.

LocationIssued capital(million yen)

Sumida-ku,
Tokyo

Asahi Europe andInternational Ltd

Surrey,the United
Kingdom50

1,196,492(EUR 9,838,916 thousand)Shareholdings(%)

Main operations

100

Overseeing operations of
alcohol beverages, softdrinks, foods, etc. in Japan

100

Overseeing alcohol
beverages operations in
Europe and export sales
operations of alcohol
beverages in the global
marketAsahi Holdings
Overseeing alcohol
Victoria,
1,385,448(Australia) Pty
100
beverages and soft drinks(AUD 18,926,514 thousand)Australia
Ltd
operations in Oceania
Notes:
1. There were 199 consolidated subsidiaries of the Company as of the end of this fiscal year, including
those listed above. There were 32 companies accounted for using equity method.
2. There were no wholly owned specified subsidiaries of the Company as of the end of this fiscal year.

[5. Significant Developments such as Corporate Reorganization]
Not applicable.
[6. Employees]
Number of
employees

Segment(As of December 31, 2023)
Increase (decrease)from the end of theprevious termJapan

12,076(1,135)

Europe10,150(280)

Oceania

4,132

231

Southeast Asia

1,853

(71)

Others148

20Company-wide (common)

365

39

Note:

Total
28,724(1,196)
The number of employees in “Japan” decreased significantly from the end of theprevious term due to the deconsolidation of the beverage vending machine businessin connection with its integration with an external company.

93[7. Shares Outstanding (As of December 31, 2023)](1) Total number of authorized shares
972,305,309 (common stock)(2) Total number of issued shares
507,003,362 (including 191,598 treasury shares)(3) Total number of shareholders
143,801 (Decreased by 12,250 from the end of the previous fiscal year)(4) Major shareholders
Number ofshares held(in hundreds)

Name of shareholder

Percentage ofshares held(%)

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

948,960

18.7

Custody Bank of Japan, Ltd. (Trust Account)

330,993

6.5

SMBC Nikko Securities Inc.

171,064

3.4

The Dai-ichi Life Insurance Company, Limited

112,000

2.2

Fukoku Mutual Life Insurance Company

100,000

2.0

STATE STREET BANK WEST CLIENT - TREATY 505234

94,293

1.9

SSBTC CLIENT OMNIBUS ACCOUNT

79,030

1.6

GIC PRIVATE LIMITED - C

74,638

1.5

JP MORGAN CHASE BANK 385781

68,023

1.3

CEP LUX-ORBIS SICAV

57,277

1.1

Note:

Total
2,036,281
40.2
Shareholding percentages are calculated based on the total number of issued sharesless the number of treasury shares.

(5) Status of shares delivered to officers of the Company asconsideration for execution of duties during this fiscal year
Classification

Number of shares

Directors (excluding Outside Directors)

2,948

Number of recipients1

Note to “7 Shares Outstanding”:
The shares of the Company held by Custody Bank of Japan, Ltd. as trust property for stockcompensation (132,505 shares) are excluded from the treasury shares (191,598 shares).

94[8. Directors and Audit & Supervisory Board Members of theCompany](1) Directors and Audit & Supervisory Board Members(As of December 31, 2023)
Position
Name
Areas of responsibility and significant concurrent positions
Akiyoshi Koji

Chairman and Director, Chairman of the Board of Directors
Outside Director of Imperial Hotel, Ltd.

Atsushi Katsuki

Director EVP and CHRO (Chief Human Resources Officer)
HR, General Affairs, Legal, Risk, Audit, Sustainability

Kaoru Sakita

Director EVP and CFO (Chief Financial Officer)
Finance, Procurement, IT

Christina L.
Ahmadjian

Kenichiro Sasae[D] 12/12[D] 12/12[D] 12/12

Outside Director[D] 12/12

Outside Director
Chairman of the Board of Komatsu Ltd.
Outside Director of Yamaha Motor Co., Ltd.
Outside Director of Nomura Research Institute, Ltd.

Mari Matsunaga[D] 12/12

Outside Director
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Member of the Board (Outside Director) of NGK SPARK PLUG
CO., LTD.
President of The Japan Institute of International Affairs
Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited

Tetsuji Ohashi[D] 12/12

President and CEO, Representative Director
Overall Management
Corporate Strategy, Research & Development, Corporate
Communications, Supply Chain

Keizo Tanimura

Attended Board of
Directors [D]/Audit &
Supervisory
Board [A] meetings[D] 12/12

Outside Director
Representative of Mari Matsunaga OfficeOutside Director of Seiko Epson Corporation[D] 9/9

Naoko Nishinaka

Standing Audit & Supervisory Board Member[D] 12/12[A] 12/12

Yukitaka Fukuda

Standing Audit & Supervisory Board Member[D] 9/9[A] 8/8

Yutaka Kawakami Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member of Mitsubishi
Research Institute, Inc.
Shigeo Ohyagi

Outside Audit & Supervisory Board Member
Honorary Advisor of Teijin Limited
Outside Director of Tokyo Electric Power Company Holdings,
Incorporated

Sanae Tanaka[D] 12/12[A] 12/12[D] 12/12[A] 12/12

Outside Audit & Supervisory Board Member
Representative of Sanae Tanaka Law OfficeOutside Director of Shochiku Co., Ltd.
Outside Director of TV Asahi Holdings Corporation

95[D] 9/9[A] 8/8

Notes:
1. Directors Christina L. Ahmadjian, Kenichiro Sasae, Tetsuji Ohashi, and Mari Matsunaga are
Outside Directors as defined in Item 15, Article 2 of the Companies Act.
2. Audit & Supervisory Board Members, Yutaka Kawakami, Shigeo Ohyagi, and Sanae Tanaka
are Outside Audit & Supervisory Board Members as defined in Item 16, Article 2 of theCompanies Act.
3. The Company designated 4 Outside Directors Christina L. Ahmadjian, Kenichiro Sasae,
Tetsuji Ohashi and Mari Matsunaga and 3 Outside Audit & Supervisory Board Members
Yutaka Kawakami, Shigeo Ohyagi, and Sanae Tanaka as Independent Officers as definedby the Tokyo Stock Exchange and reported to the said Exchange.
4. Although the Company has business transactions with The Japan Institute of International
Affairs, as the transaction value is minimal, less than 1% of consolidated revenue orordinary profit for the Company and the said entity, there is no special business relationshipthat could have impact on the Company’s management.
5. There is no special relationship or significant transactions between the Company andentities where its Outside Directors or Outside Audit & Supervisory Board Members holdsignificant concurrent positions.
6. Audit & Supervisory Board Member Yukitaka Fukuda was formerly General Manager ofFinance Section of the Company etc. and has considerable expertise in finance andaccounting.
7. Audit & Supervisory Board Member Yutaka Kawakami has many years of experience as acertified public accountant; he has considerable expertise in finance and accounting.
8. Director Taemin Park, and Audit & Supervisory Board Members Yoshihide Okuda andYumiko Waseda retired upon the expiry of their terms of office at the conclusion of the 99th
Annual General Meeting of Shareholders held on March 28, 2023.
9. Mari Matsunaga was newly appointed as a Director, and Yukitaka Fukuda and Sanae Tanaka
were newly appointed as Audit & Supervisory Board Members, and they assumed theiroffices at the 99th Annual General Meeting of Shareholders held on March 28, 2023.
Accordingly, for Director Mari Matsunaga, and Audit & Supervisory Board Members Yukitaka
Fukuda and Sanae Tanaka, the numbers of Board of Directors and Audit & Supervisory
Board meetings held are different from those of the other Directors and Audit & Supervisory
Board Members.

96

(2) Remunerations, etc. paid to Directors and Audit & Supervisory
Board Members
Fixedremuneration
Category

Basic remuneration

Variable remuneration
Annual bonus

Medium-term
bonus

Stock
compensation

Total
amount(millionTotal
yen)amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Directors[of which,OutsideDirectors]

9
[4]

329
[78]

5
[–]

264
[–]

5
[–]

127
[–]

5
[–]

107
[–]

828
[78]

Audit &
Supervisory
Board
Members[of which,Outside Audit& Supervisory
Board
Members]

7
[4]

128
[49]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

128
[49]

Notes:
1. The figures above include Director Taemin Park, and Audit & Supervisory Board Members
Yoshihide Okuda and Yumiko Waseda who retired upon the expiry of their terms of officeat the conclusion of the 99th Annual General Meeting of Shareholders held on March 28,
2023.
2. The maximum amount of Directors’ remunerations (basic remuneration and bonus) is¥1,500 million (including ¥100 million for Outside Directors) per year (The resolution
passed at the 95th Annual General Meeting of Shareholders held on March 26, 2019; 9
Directors at the time of resolution). Separate from the above, the Company has passed
the resolution, at the 98th Annual General Meeting of Shareholders held on March 25, 2022
(5 Directors (excluding Outside Directors) at the time of resolution), to contribute up to¥450 million during the period of the Trust (3 years) and pay stock compensation to
Directors (excluding Outside Directors) who were appointed and took office during theperiod of the Trust. Furthermore, the Company may grant up to a total of 37,500 sharesof the Company per fiscal year to all eligible Directors.
3. The amounts of annual bonus and medium-term bonus are the amount that was recorded
as cost in this fiscal year.
4. The amount of remuneration stated as stock compensation is the amount that was recorded
as cost in accordance with the stock compensation plan that was resolved at the 98th
Annual General Meeting of Shareholders held on March 25, 2022.
5. The maximum amount of Audit & Supervisory Board Members’ remunerations is ¥140
million (including ¥50 million for Outside Audit & Supervisory Board Members) per year
(The resolution passed at the 95th Annual General Meeting of Shareholders held on March
26, 2019; 5 Audit & Supervisory Board Members at the time of resolution).

Reason for the judgment of the Board of Directors that the content
of remunerations, etc. for individual Directors for this fiscal year isin accordance with the policy determined
As the content of remunerations, etc. for individual Directors is determined by
the Compensation Committee following the standards established by the Boardof Directors and based on the policy established by the Board of Directors fordetermining remunerations, etc. for Directors, the Board of Directors has judgedthat the content is in accordance with the policy established by the Board of
Directors.
97

(3)Major activities of Outside Directors and Outside Audit &Supervisory Board Members
Category

Name

Form of participation, etc.

Christina L.
AhmadjianChristina L. Ahmadjian has proactively expressed her opinions
about discussions on enhancement of corporate value of theGroup at the Board of Directors meetings, and contributed topromoting the medium- to long-term management strategy. For
example, she participated in discussions and activities that
contributed to substantial and appropriate supervision of theBoard of Directors such as making honest and simple inquiries,
and raising concerns about the invigoration of the managementof proceedings from the ESG, sustainability, global perspective,
etc. from her standpoint as an expert in corporate governanceand human resources & culture and using her experience as an
outside officer in other companies.
Furthermore, as the chairperson of the Compensation
Committee, she took the initiative in operating the committee ina fair and transparent manner, and reported the establishmentof the social value indicators for the medium-term bonus, andmade proposals regarding bonus payment to the Board of
Directors, for enhancement of its oversights function. Moreover,as a member of the Nomination Committee, she gave specificopinions and recommendations regarding the Board of Directors
Skill Matrix and supervision of the CEO succession plan. As amember of the Sustainability Committee, she also gave specificopinions and recommendations regarding strengthening thesustainability governance system and further promotion of
integration of sustainability and management.

Kenichiro
Sasae

Kenichiro Sasae has proactively expressed his opinions about
discussions on enhancement of corporate value of the Group at
the Board of Directors meetings, and contributed to promoting
the medium- to long-term management strategy. For example,
he participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors
such as asking questions and raising concerns that grasp theessence of global business execution from the perspective ofgeopolitical risks and international situations, using his
extensive knowledge and experience on international politics
and economies, as well as his experience as an outside officer inother companies.
Furthermore, as the chairperson of the Nomination Committee,
he took the initiative in operating the committee in a fair andtransparent manner, reported proposals regarding the Board of
Directors Skill Matrix, the supervision of the CEO succession planand officer appointments to the Board of Directors. Moreover, asa member of the Compensation Committee, he gave specificopinions and recommendations regarding the establishment of
the social value indicators for the medium-term bonus, andreports of proposals regarding bonus payment.

OutsideDirectors

98

Category

Name

Form of participation, etc.

Tetsuji
Ohashi

Tetsuji Ohashi has proactively expressed his opinions about
discussions on enhancement of corporate value of the Group at
the Board of Directors meetings, and contributed to promoting
the medium- to long-term management strategy. For example,
he participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors
such as asking questions and raising concerns that grasp theessence of group governance and global business execution fromhis perspective of managing a global corporation and using his
experience as an outside officer in other companies.
Furthermore, as a member of the Nomination Committee, hegave specific opinions and recommendations on the Board of
Directors Skill Matrix, the supervision of the CEO succession planand officer appointments. Moreover, as a member of theCompensation Committee, he gave specific opinions andrecommendations regarding the establishment of the social
value indicators for the medium-term bonus, and reports ofproposals regarding bonus payment.

Mari
Matsunaga

Mari Matsunaga has proactively expressed her opinions about
discussions on enhancement of corporate value of the Group at
the Board of Directors meetings, and contributed to promoting
the medium- to long-term management strategy. For example,
she participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors
such as asking questions and raising concerns that grasp theessence of new business, sustainability, and especially
responsible drinking, using her extensive knowledge andexperience in developing new services and building businessmodels, as well as her experience as an outside officer in othercompanies.
Furthermore, as a member of the Sustainability Committee, shegave specific opinions and recommendations regarding
strengthening the sustainability governance system and further
promotion of integration of sustainability and management.

OutsideDirectors

99

Category

Name

Form of participation, etc.

YutakaKawakami

At the Audit & Supervisory Board, Yutaka Kawakami carried out
activities that audit the execution of duties by the Directors,
including the internal control system. Specifically, he received
reports from Standing Audit & Supervisory Board Members, theinternal audit function and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, had meetings with the Chairman and Director,
Chairman of the Board of Directors and the President and CEO,
Representative Director, and interviewed and exchanged
opinions with the finance function.
Furthermore, as an Outside Audit & Supervisory Board Member,he proactively made suggestions from an expert point of view
as an experienced certified public accountant who is well versedin accounting audits of global corporations at the Board of
Directors meetings.

ShigeoOhyagiAt the Audit & Supervisory Board, Shigeo Ohyagi carried out
activities that audit the execution of duties by the Directors,
including the internal control system. Specifically, he received
reports from Standing Audit & Supervisory Board Members, theinternal audit function and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, and had meetings with the Chairman and Director,
Chairman of the Board of Directors and the President and CEO,
Representative Director.
Furthermore, as an Outside Audit & Supervisory Board Member,he has proactively made suggestions from diverse points of view
based on his experience in global corporate management at theBoard of Directors meetings.

OutsideAudit &
Supervisory
Board
Members

At the Audit & Supervisory Board, Sanae Tanaka carried out
activities that audit the execution of duties by the Directors,
including the internal control system. Specifically, she received
reports from Standing Audit & Supervisory Board Members, theinternal audit function and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and theOutsideAudit &
status of activities of overseas group companies’ audit
Supervisory Sanae Tanaka committees, had meetings with the Chairman and Director,
Board
Chairman of the Board of Directors and the President and CEO,
Members
Representative Director, and interviewed and exchanged
opinions with the legal function.
Furthermore, as an Outside Audit & Supervisory Board Member,she proactively made suggestions from an expert point of view
as an experienced attorney at law at the Board of Directors
meetings.

(4) Summary of agreements limiting liability
The Company has entered into an agreement with its Outside Directors andOutside Audit & Supervisory Board Members limiting their liability for damages
as prescribed in Paragraph 1, Article 423 of the Companies Act, to either¥20,000,000 or the minimum amount stipulated by applicable laws andregulations, whichever is higher.
(5) Summary of a directors and officers liability insurance policy
1) Scope of insured person
Directors, Audit & Supervisory Board Members, Executive Officers andorganization heads of the Company as well as officers of domestic andoverseas group companies
1002) Summary of the policy
The Company has entered into a directors and officers liability insurance
policy as prescribed in Paragraph 1, Article 430-3 of the Companies Act
with an insurance company. This policy covers insured person’s losses andcosts such as related litigation expenses incurred from claims for damages
arising from acts (including nonfeasance) carried out by insured person in
relation to their duties as an officer of the company stated in 1). The
insurance premiums are fully borne by the Company.

101[9. Independent Accounting Auditor](1) Name of the Independent Accounting Auditor
KPMG AZSA LLC(2) Remunerations paid to the Independent Accounting Auditor forthis fiscal year
Remuneration
based on audit
professional
services(million yen)

Category

Remuneration
based on nonaudit
professional
services(million yen)

Remunerations by the Company for this fiscal year

288

54

Remunerations by the Company’s subsidiaries for this fiscal year

172–

Total of cash and other financial profits payable by the Company
and its subsidiaries to the Independent Accounting Auditor

460

54

Notes:
1. In its agreement with the Independent Accounting Auditor, the Company makes no
distinction between the remunerations that it pays for auditing services governed by theCompanies Act and for auditing services governed by the Financial Instruments andExchange Act. Consequently, the amount for “Remuneration based on audit professional
services” shown above is a sum of these 2 amounts.
2. Having performed the necessary verifications on the contents of the Independent
Accounting Auditor’s audit plan, evaluation and analysis of the audits actually conductedduring the previous fiscal year, status of execution of accounting audit duties, andreasonableness of the basis for calculation of remuneration, the Audit & Supervisory Board
has consented to the amount of remunerations for the Independent Accounting Auditor.
3. Non-audit professional services refer to the services which are outside the scope ofParagraph 1, Article 2 of the Certified Public Accountants Act.
4. In addition to the above, the Company’s subsidiaries such as Asahi Europe andInternational Ltd and Asahi Holdings (Australia) Pty Ltd paid KPMG, which belongs to thesame network as the Company’s Independent Accounting Auditor, a total of ¥601 million
in audit fees, etc.

(3) Consecutive audit period
54 years
The period stated above denotes the consecutive audit period throughwhich KPMG AZSA or its predecessor (Asahi & Co.) has been appointed as anauditor of the Company since the predecessor was incorporated as an audit
firm.
(4) Names of certified public accountants who performed the duties
and their consecutive audit years
Kanako Ogura(Consecutive audit years: 1 year)
Hiroshi Tani
(Consecutive audit years: 3 years)
Masahiro Morita(Consecutive audit years: 2 years)
The Independent Accounting Auditor has appropriately established arotation schedule regarding its engagement partners, pursuant to revisions of
the Certified Public Accountants Act made in 2003 and 2007. The engagement
partners are not involved in carrying out audit services after having been
engaged in such services for 7 consecutive years. The lead engagement
partner is not involved in carrying out audit services after having provided
such services for 5 consecutive years.
102(5) Structure of assistants who supported the audit duties
Certified public accountants: 33 Others: 39
Note: The figures above represent the total number of assistants involved
with auditing duties for this fiscal year.
(6) Nature of non-audit professional services provided by the
Independent Accounting Auditor
The non-audit services involve preparation of comfort letters regarding thesecondary offering of shares and the issuance of bonds.
(7) Company Policy regarding dismissal of or decision not toreappoint the Independent Accounting Auditor
If the Independent Accounting Auditor is found to correspond to any of theitems prescribed in Paragraph 1, Article 340 of the Companies Act, the Audit& Supervisory Board shall be entitled to dismiss the Independent Accounting
Auditor subject to the consent of all Audit & Supervisory Board Members, inwhich case the Audit & Supervisory Board Member designated by the Audit &Supervisory Board shall report on the fact that said Independent Accounting
Auditor has been dismissed and the reason for dismissal, at the first General
Meeting of Shareholders held after such dismissal. If the Audit & Supervisory
Board considers necessary, such as when it is reasonably recognized that the
Independent Accounting Auditor is no longer able to execute its duties in an
appropriate manner, it shall determine the contents of proposal for dismissing
or not re-appointing said Independent Accounting Auditor to be submitted to
the General Meeting of Shareholders. On the basis of this determination by
the Audit & Supervisory Board, the Board of Directors shall propose to theGeneral Meeting of Shareholders a resolution to dismiss or not to reappoint
the Independent Accounting Auditor.

Note: The stated amounts in the Business Report are the figures after truncating fractions
less than the representative unit, and the stated percentages are the figures afterrounding off fractions to the representative unit, unless otherwise noted.

103

CONSOLIDATED FINANCIAL STATEMENTS (IFRS)CONSOLIDATED STATEMENT OF FINANCIAL POSITION(million yen)

As ofDecember 31,
2023

As of
December 31,
2022[Reference]

ASSETS
Current assets:
Cash and cash equivalents

59,94537,438Trade and other receivables

465,633

415,676

Inventories

267,317234,969

Income tax receivables

2,930

7,354

Other financial assets

10,46910,028Other current assets

40,65532,062

Total current assets

846,953

737,529

Property, plant and equipment

888,070

834,721

Goodwill and intangible assets

3,283,948

3,027,929

Investments accounted for using equity
method11,081

6,722

Other financial assets

151,168

125,780

Deferred tax assets

48,54454,888

Defined benefit asset

36,51524,004

Other non-current assets

19,62918,767

Total non-current assets

4,438,960

4,092,815

Total assets

5,285,913

4,830,344

Non-current assets:

104

CONSOLIDATED STATEMENT OF FINANCIAL POSITION(million yen)

As ofDecember 31,
2023

As of
December 31,
2022[Reference]

LIABILITIES and EQUITY
LIABILITIESCurrent liabilities:
Trade and other payables

714,781591,869

Bonds and borrowings

389,848367,267

Income tax payables

26,26330,906

Provisions

17,42914,103

Other financial liabilities

113,642

135,983

Other current liabilities

134,984

125,816

Total current liabilities

1,396,950

1,265,946

Bonds and borrowings

1,020,950

1,130,042

Defined benefit liability

17,242

20,349Non-current liabilities:

Deferred tax liabilities

233,190

213,494

Other financial liabilities

143,156

131,792

Other non-current liabilities

8,642

5,774

Total non-current liabilities

1,423,181

1,501,452

Total liabilities

2,820,131

2,767,399

Issued capital

220,044

220,044

Share premium

161,867

161,793

Retained earnings

1,282,432

1,165,542(1,190)(1,178)797,393514,5322,460,548

2,060,734

5,233

2,210

Total equity

2,465,781

2,062,945

Total liabilities and equity

5,285,913

4,830,344

EQUITY

Treasury shares
Other components of equity
Total equity attributable to owners ofparentNon-controlling interests

105

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(million yen)

For the year
ended
December 31,
2023

For the year
ended
December 31,
2022[Reference]

Revenue

2,769,091

2,511,108

Cost of sales(1,770,157)(1,589,272)

Gross profit

998,933

921,835

Selling, general and administrative
expenses(735,252)(678,018)

Other operating income

8,300

16,850

Other operating expenses(26,981)(43,619)

Operating profit

244,999

217,048

Finance income

14,118

5,498

Finance costs(18,121)(17,221)875

667

Profit before tax

241,871

205,992

Income tax expense(75,840)(54,275)

Profit166,031

151,717

164,073

151,555

1,957

162

166,031

151,717

Share of profit (loss) of investments
accounted for using equity method

Profit attributable to:
Owners of parent
Non-controlling interests
Total

106

[Reference] CONSOLIDATED STATEMENT OF CASH FLOWS(Summary)(million yen)

For the year
ended
December 31,
2023

For the year
ended
December 31,
2022

Cash flows from operating activities:
Profit before tax

241,871

205,992

Depreciation and amortization

147,992

140,419

Decrease (increase) in trade receivables(23,608)(826)

Decrease (increase) in inventories(24,447)(27,957)

Increase (decrease) in trade payables

32,89825,737

Increase (decrease) in accrued alcohol tax

2,984(4,062)

Increase (decrease) in defined benefit
asset and liability

1,073

1,441

Other

47,71921,303

Subtotal

426,484

362,049

7,624

3,344

Interest paid

(12,646)(10,839)

Income taxes paid

(73,914)(88,562)

Net cash provided by (used in)operating activities

347,547

265,991(109,828)(99,846)

Proceeds from sale of non-current assets

11,71025,978Purchase of investment securities(1,292)(552)

Proceeds from sale of investment
securities

3,387

8,483

–

676

Purchase of shares of subsidiaries andothers resulting in change in scope of
consolidation(3,551)(2,661)

Payments of contingent consideration(18,574)(2,357)

434

1,091

(117,713)(69,186)

Interest and dividends received

Cash flows from investing activities:
Purchase of non-current assets

Proceeds from sale of investments
accounted for using equity method

Other
Net cash provided by (used in)investing activities

107For the year
ended
December 31,
2023

For the year
ended
December 31,
2022

Cash flows from financing activities:
Increase (decrease) in financial liabilities(168,323)(163,296)

(25)

(263)

(57,761)(55,738)

(635)

(258)

(226,746)(219,556)

Effect of exchange rate changes oncash and cash equivalents

20,004

7,447

Net increase (decrease) in cash andcash equivalents

23,093(15,304)

Cash and cash equivalents at
beginning of period

37,43852,743(586)–

59,94537,438Purchase of treasury shares
Dividends paid
Other
Net cash provided by (used in)financing activities

Increase (decrease) in cash and cash
equivalents resulting from change inscope of consolidation
Cash and cash equivalents at end of
period108

AUDIT REPORTS
Independent Auditor’s ReportFebruary 8, 2024
To the Board of Directors of Asahi Group Holdings, Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Kanako Ogura
Designated Limited Liability
PartnerEngagement Partner
Certified Public Accountant
Hiroshi Tani
Designated Limited Liability
PartnerEngagement Partner
Certified Public Accountant
Masahiro Morita
Designated Limited Liability
PartnerEngagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise theconsolidated statement of financial position, the consolidated statement of profit
or loss, the consolidated statement of changes in equity and the related notes ofAsahi Group Holdings, Ltd. (“the Company”) and its consolidated subsidiaries(collectively referred to as “the Group”), as at December 31, 2023 and for theyear from January 1, 2023 to December 31, 2023 in accordance with Article 4444 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position and the resultsof operations of the Group for the period, for which the consolidated financial
statements were prepared, in accordance with the latter part of Article 120-1 of
the Regulation on Corporate Accounting that prescribes some omissions of
disclosure items required under International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally acceptedin Japan. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in109accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementaryschedules. Management is responsible for the preparation and presentation of
the other information. The Audit & Supervisory Board Members and the Audit &Supervisory Board are responsible for overseeing the directors’ performance of
their duties with regard to the design, implementation and maintenance of thereporting process for the other information.
Our opinion on the consolidated financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, the Audit & Supervisory Board Members
and the Audit & Supervisory Board for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of theconsolidated financial statements in accordance with the latter part of Article 1201 of the Regulation on Corporate Accounting that prescribes some omissions of
disclosure items required under International Financial Reporting Standards, andfor such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible
for assessing the Group’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern in accordance with the latter part ofArticle 120-1 of the Regulation on Corporate Accounting that prescribes someomissions of disclosure items required under International Financial ReportingStandards.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the directors’ performance of their duties with regard
to the design, implementation and maintenance of the Group’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial
110statements.
As part of our audit in accordance with auditing standards generally accepted inJapan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence thatis sufficient and appropriate to provide a basis for our opinion. The selection
and application of audit procedures depend on the auditor’s judgment.

Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances, while
the objective of the audit is not to express an opinion on the effectivenessof the Group’s internal control.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made bymanagement.

Conclude on the appropriateness of management’s use of the going concern
basis of accounting and based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may castsignificant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events orconditions may cause the Group to cease to continue as a going concern.



Evaluate whether the presentation and disclosures in the consolidated
financial statements are in accordance with the latter part of Article 120-1of the Regulation on Corporate Accounting that prescribes some omissionsof disclosure items required under International Financial ReportingStandards, the overall presentation, structure and content of theconsolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible forthe direction, supervision and performance of the group audit. We remainsolely responsible for our audit opinion.

We communicate with the Audit & Supervisory Board Members and the Audit &Supervisory Board regarding, among other matters, the planned scope andtiming of the audit, significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the Audit & Supervisory Board Members and the Audit &Supervisory Board with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
Interest required to be disclosed by the Certified Public Accountants Act
of Japan111

We do not have any interest in the Group which is required to be disclosed
pursuant to the provisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the
Independent Auditor’s Report as required by the Companies Act for theconveniences of the reader.

112

REPORT OF THE AUDIT & SUPERVISORY BOARD
Audit Report
The Audit & Supervisory Board has prepared the following report based on theaudit reports prepared by individual Audit & Supervisory Board Members related
to the Directors’ execution of their duties during the 100th fiscal year, the period
from January 1, 2023 to December 31, 2023, after due discussions andconsultations among the Audit & Supervisory Board Members.
1. Methods used in audits by individual Audit & Supervisory Board
Members and by the Audit & Supervisory Board and content ofaudits(1) The Audit & Supervisory Board determined the audit policies and division ofduties etc., and received reports from each Audit & Supervisory Board
Member regarding the status and results of the audits, as well as reports
from the Directors and Independent Accounting Auditor on the execution of
their duties, and requested explanations of those reports when necessary.
(2)Each Audit & Supervisory Board Member, in accordance with the audit policies,
division of duties, etc. based on the audit standards established by the Audit& Supervisory Board, sought to achieve mutual understanding with the
Directors, the body in charge of internal audit and other employees, strove
to collect information and create an audit environment, attended meetingsof the Board of Directors and other important meetings, received reports
from Directors, other employees regarding the execution of their duties andrequested explanations when necessary, reviewed documents related toimportant decisions, and inspected the operations and property of the head
office, major business offices and other locations, while making use of
telephones, the internet and other means. With respect to “systems toensure appropriate execution of Directors’ duties in conformity with laws andregulations and the Articles of Incorporation and other systems to ensure
appropriate business operations (internal control systems),” (Item 6,
Paragraph 4, Article 362 of the Companies Act and Paragraphs 1 and 3,
Article 100 of the Regulations for Enforcement of the Companies Act), whichis included in the Business Report, the Audit & Supervisory Board received
reports regularly from Directors and other employees regarding the status of
the establishment and implementation of the systems, sought additional
explanations as necessary, and expressed opinions thereon. The Audit &Supervisory Board Members discussed the contents of the “basic policy
concerning the persons who control decisions on the Company’s financial andbusiness policies” (Item 3, Article 118 of the Regulations for Enforcement of
the Companies Act) included in the Business Report, based on discussions of
the Board of Directors and other parties. With respect to subsidiaries, theAudit & Supervisory Board Members took steps to facilitate communications
and exchange information with the Directors and Corporate Auditors ofsubsidiaries and, when necessary, received reports from subsidiaries on thestatus of their businesses. Using the foregoing methods, the Audit &Supervisory Board Members reviewed the Business Report and the
supplementary schedules for this fiscal year.

113

(3) The Audit & Supervisory Board oversaw and verified that the Independent
Accounting Auditor maintained its independence and carried out appropriate
audits, moreover, and received reports from the Independent Accounting
Auditor regarding the execution of its duties and requested explanations
when necessary. The Audit & Supervisory Board also received notifications
from the Independent Accounting Auditor to the effect that “a system for the
maintenance of appropriate execution of duties” (included in Article 131 of
the Regulations on Corporate Accounting) is in place in accordance with the“standards for quality control of audits” (Business Accounting Council), etc.,
and requested explanations when necessary. With regard to risks requiring
special consideration for audit purposes, the Audit & Supervisory Board held
discussions with the Independent Accounting Auditor for each cash
generating unit mainly on those which might be impaired from theperspective of profitability, capital efficiency, etc., as well as received a reporton implementation status of its audit and requested explanations whennecessary. Based on the above activities, the Audit & Supervisory Board
examined the non-consolidated financial statements (non-consolidatedbalance sheet, non-consolidated statement of income, non-consolidated
statement of changes in net assets, and notes to the non-consolidated
financial statements), the supplementary schedules, and the consolidated
financial statements (Consolidated statement of financial position,
consolidated statement of profit or loss, consolidated statement of changes
in equity, and notes to the consolidated financial statements) for this fiscal
year.
2. Results of the Audit(1)
Results of audit of the Business Report, etc.
In our opinion, the Business Report and the supplementary schedules
present the situation of the Company fairly, in compliance with theprovisions of applicable laws and regulations and the Articles ofIncorporation.
 In our opinion, there are no wrongful acts or material violations ofapplicable laws and regulations or the Articles of Incorporation in theexecution 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. Furthermore, thecontent of the Business Report regarding the internal control systems andthe execution by the Directors is appropriate.
 In our opinion, the Company’s basic policy concerning the persons who
control decisions on the Company’s financial and business policies in theBusiness Report is appropriate.
We acknowledge that the measures implemented to achieve this basic
policy are consistent with the basic policy, do not harm the common
interest of the Company’s shareholders, and do not serve the purpose ofmaintaining the positions of the Company’s Directors and Audit &Supervisory Board Members.
(2)
Results of the audit of non-consolidated financial statements andthe supplementary schedules
In our opinion, the auditing methods used by KPMG AZSA LLC, theIndependent Accounting Auditor, and the results 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114Independent Accounting Auditor, and the results of its audit are appropriate.
February 9, 2024
Audit & Supervisory Board
Asahi Group Holdings, Ltd.
Naoko Nishinaka (Seal)
Standing Audit & Supervisory Board Member
Yukitaka Fukuda (Seal)
Standing Audit & Supervisory Board Member
Yutaka Kawakami (Seal)
Outside Audit & Supervisory Board Member
Shigeo Ohyagi (Seal)
Outside Audit & Supervisory Board Member
Sanae Tanaka (Seal)
Outside Audit & Supervisory Board Member

115