Criteria regarding the independence of Officers
Kirin Holdings Company, Limited (hereinafter referred to as the “Company”) has established the criteria
listed below in order to objectively determine the independence of the Company’s Non-Executive
Directors and Audit & Supervisory Board Members (those who serve the same role as Outside Directorand Outside Company Auditor respectively as stipulated in the Companies Act of Japan, hereinafterreferred to collectively as "Officers"). This criteria has been established with reference to the criteria for
independence of officers as prescribed in the regulations of the Tokyo Stock Exchange; given, however,that Officers are appointed based not only on independence, but also on their respective knowledge,
skills, discernment and character, etc. and thus persons who meet the requirements for Outside Director
and Outside Company Auditor as stipulated in the Companies Act and can provide advice and opinions asOfficers concerning the Company's decision-making may be appointed as Officers even if they fall into
the criteria listed below.
Criteria regarding the Independence of Officers
For the Company’s Officers to be considered as independent, none of the following criteria may apply tothe respective Officer.
(1)
A person for whom the Company (including its consolidated subsidiaries; the same shall applyhereinafter) is a major client(2)
A person who is an executive director, corporate officer, executive officer, manager or other
employee of a firm for whom the Company is a major client(3)
A person who is a major client of the Company(4)
A person who is an executive director, corporate officer, executive officer, manager or other
employee of a firm which is a major client of the Company(5)
A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives money orother economic benefit in excess of a certain amount from the Company aside from the officer’s
remuneration(6)
A person who belongs to a firm, union, or other similar entity (including a law office, auditing firm,tax accountant firm, or consulting firm, etc.) which receives money or other economic benefit inexcess of a certain amount from the Company(7)
A person who is a major shareholder of the Company(8)
A person who is an executive director and who executes business of a firm which is a major
shareholder of the Company(9)
A person who receives donations or other assistance in excess of a certain amount from theCompany(10) A person who is a director of or otherwise executes duties for a firm, union or other similar entity
which receives donations or other assistance in excess of a certain amount from the Company(11) A person who is an executive director, corporate officer, executive officer, manager or otheremployee of a firm for which an Executive Director or Standing Audit & Supervisory Board Memberof the Company acts as Outside Director or Outside Company Auditor(12) A person to whom any of aforementioned criteria (1)–(11) has applied within the past 3 years(13) A person who is a spouse or other relations within the second degree of kinship to a person towhom any of aforementioned criteria (1)–(12) apply (however, excluding the person who does
not serve an important role)(14) A person who is a spouse or other relation within the second degree of kinship to a person whoserves currently and has served within the past three (3) years as a director, executive officer,
manager or other key employee of the Company
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Regarding criteria (1) and (2), “A person (or firm) for whom the Company is a major client” refers to a person (orfirm) who received payment from the Company in the most recent business year which accounted for either 2% ormore of consolidated sales (consolidated revenue) for the year for that person (or firm), or over ¥100 million,
whichever is the higher amount. If consolidated accounting is not adopted by the person (or firm), total revenue ornon-consolidated sales for the year should be employed in place of consolidated sales (consolidated revenue) for
the year.
Regarding criteria (3) and (4), “A person (or firm) who is a major client of the Company” refers to a person (or firm)
who made payment to the Company in the most recent business year which accounted for 2% or more of theCompany’s consolidated revenue for the year, or who finances 2% or more of the Company’s consolidated total
assets at the end of the most recent business year.
Regarding criteria (5), (9) and (10), “a certain amount” is considered as ¥10 million per year.
Regarding criteria (6), “a certain amount” is considered as either 2% or more of total revenue for the most recent
business year for that firm, union or other similar entity, or over ¥100 million, whichever is the higher amount.
Regarding criteria (7) and (8), “a major shareholder” refers to a shareholder who directly or indirectly holds morethan 10% of the voting rights.

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