KIRIN SOCIAL BOND FRAMEWORKKIRIN HOLDINGS COMPANY LIMITEDSEPTEMBER 2023

1. Introduction
Kirin Holdings Company, Limited (hereinafter, “The company” or “Kirin”) has
previously established the “Green Bond Framework” and the “Kirin Sustainable
Finance Framework,” and has aimed to further promote CSV management within
the Kirin Group and solve social issues, through the execution of various types of
Sustainable Finance. As part of these efforts, Kirin is considering Social Finance asa means of raising funds for the acquisition of shares in Blackmores Limited(hereinafter, “Blackmores”), which is consistent with “health and well-being”, oneof the key issues within Kirin’s CSV, and is also highly complementary to thecompany’s health science business.
Kirin considers this Social Finance as an opportunity to enhance stakeholders’
understanding of its commitment to its growth strategies and key areas, and has
decided to establish an independent Kirin Social Bond Framework (hereinafter,“this Framework”), with this acquisition of shares as an eligible project. Kirin has
obtained a second party opinion from DNV BUSINESS ASSURANCE JAPAN K.K.
(hereinafter, "DNV"), an independent external reviewer, that this Framework isaligned with Social Bond Principles 2023 (SBP) set by the International CapitalMarket Association (ICMA) and Social Bond Guidelines 2021 (SBGLs) set by theFinancial Services Agency of Japan.
1.1 About Us
Kirin is the holding company of the Kirin Group, which includes Kirin Brewery
Company, Limited, Kirin Beverage Company, Limited, Lion Pty Ltd, Kyowa Kirin
Co., Ltd., Mercian Corporation, Coca-Cola Beverages Northeast, Inc., Kyowa
Hakko Bio Co., Ltd., etc. Headquartered in Tokyo, the Kirin Group mainly operates
in Japan, Asia, and Oceania. Based on fermentation and biotechnology cultivatedsince its foundation, Kirin expanded into the Food domain (alcoholic & beveragesbusiness), the Pharma domain (pharmaceutical business), as well as the Health
Science domain (health science business), an intermediate domain between thetwo.

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2 Kirin Group’s Sustainability Management
2.1 Corporate Philosophy
Kirin brings joy to society by crafting food and healthcare products inspired by
the blessings of nature and the insights of our customers.

2.2 Kirin Group’s CSV Management
Kirin Group will continue to create social and economic value
together with all of its stakeholders and work to growsustainably with society. To achieve this, we identified social
issues that needed to be solved as " Key Issues addressed byKirin Group," and designated the fulfillment of its roles as “A
Responsible Alcohol Producer,” ”Health and Well-Being,” “CommunityEngagement,” and “The Environment” as four “CSV Key Issues”. We have also
developed the "CSV Purpose" as a set of guidelines for the role and purpose
expected to us in society and have established an action plan to realize theseguidelines as our "CSV Commitment" to be implemented throughout the Group.

32.2.1 Key Issues addressed by Kirin Group
Kirin Group has organized its "Management issues for Sustainable Growth” inthe Kirin Group Materiality Matrix (please refer to the following graph) with a viewto continue developing sustainably with society in the future.
Based on social issues related to its businesses, the Group designated thefulfillment of its role as “A Responsible Alcohol Producer” along with “Health andWell-Being”, “Community Engagement”, and “The Environment” as four “CSV KeyIssues”.
- Management Issues for Sustainable Growth―Group Materiality Matrix (GMM) -4

2.2.2 CSV Purpose
To create value and grow sustainably with society, Kirin Group established a CSVPurpose corresponding to each of its four CSV key issues as its Long-Term
Management Vision, Kirin Group Vision 2027. One of the long-term management
goals is our “CSV Purpose”— guiding principles aimed at sustainable growth andcreating value together with people across society. Going forward, we willcontinue our work through our management to resolve these CSV key issues, andin doing so, we will bring joy to society and contribute to a joyful life for ourcustomers.

52.2.3 CSV Commitments
To work toward solving its key CSV issues, Kirin Group establishes CSV
Commitments as a medium-term business plan. We will create social value andeconomic value as enhanced competitiveness and business growth, and deepen
our CSV management through our efforts on CSV Commitments.
* The table below is an excerpt from the CSV Commitments

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2.3

Kirin Group's CSV Governance

The Group CSV Committee, chaired by the President & CEO of Kirin, discusses
the formulation of CSV policies, strategies, and action plans, and monitors theimplementation of these plans in order to promote CSV actively and voluntarily. In
order to enhance the effectiveness of the CSV policies and strategies decided by
the Group CSV Committee, we established the CSV staff meeting, which iscomposed of managers from each division and the planning divisions of majorgroup companies, to share information and exchange opinions.

2.4 Objectives and Background of the Kirin Social Bond Framework
2.4.1 Rationale for the Acquisition
Under Kirin’s long-term management vision “Kirin Group Vision 2027(KV2027)”, we aim to “become a global leader in CSV by creating value across
our world of Food & Beverages to Pharmaceuticals”.
Since the foundation of the Kirin Group in 1907, in particular, in the field ofpeople’s “health and well-being”, we have developed its expertise in fermentation
and biotechnology through its beer business, has been conducting research on
microorganisms and plants for many years. This has led to the discovery anddevelopment of numerous ingredients that can help address health issues, and tothe achievement of “raise the number of healthy people, lower the number of sickpeople, and contribute to the people who are involved in healthcare”. The Kirin
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Group develops safe and secure products in our food and beverages businesses
that both taste great and support self-care. We also provide new products andservices and develop new medicines that leverage the strengths of ourpharmaceutical and bio-chemical businesses. Through these actions, we help ourcustomers develop physical and mental health and improve their quality of life.
We believe that we can make progress towards solving social issues related topeople’s health and well-being by improving people’s quality of life and preventing
diseases, which in turn can drive future growth opportunities for our company.
To achieve business growth, deliver evidence-based, high-value ingredients,
and contribute to solving the health issues of even more consumers, we launchedthe Health Science domain, which is positioned in line with Food & Beverages andPharmaceuticals, in 2019. In the current medium-term plan for 2022-2024, thecompany plans to "scale up business in the Health Science domain that willbecome a large pillar of the future," and to grow operating cashflow by investing
the group's management resources. In addition, the company has announced its
policy to consider a wide range of M&A investment opportunities in Japan andoverseas in order to develop the Health Science domain as a next-generation
growth pillar, as it aims to achieve 200 billion yen in sales revenue and 15%
business profit margin by 2027. In this context, we acquired Blackmores, thelargest nutritional supplement company with a proud history of more than 90years in Australia, as a subsidiary with the aim of creating further economic andsocial value through solving more health challenges for people all over the world
and achieving further growth in the Asia-Pacific region.
The acquisition of Blackmores is highly complementary to our existing Health
Science business and is consistent with our KV2027 strategy. The two companies
share the same philosophy and have a lot in common, with Kirin’s approach toglobal growth by resolving social issues related to people’s health and well-being,
and Blackmores’ approach to solving health issues for people in Asia-Pacific byutilizing its knowledge of nature science and naturopathy.

82.4.2 Outline of Blackmores
Blackmores’ key products and brands include; “Blackmores” vitamin anddietary supplement and infant milk formula, “BioCeuticals” nutritional andtherapeutic supplements, and “PAW by Blackmores” pet supplements which aresold in markets in the Asia-Pacific region.
With Blackmores’ stated purpose “to give people a choice to make living welleach day a natural way of life” and mission to “Combine our knowledge of natureand science to deliver qualify solutions to bring wellness to people and their pets
everywhere, everyday”, Blackmores has contributed to the health of people in
Asia-Pacific for nearly a century through research and development of natural
health built on the principles of naturopathy.
Blackmores has a strong presence and trust from consumers in Malaysia,
Thailand, Indonesia, Vietnam, and Singapore, having first expanded into
Southeast Asia in 1976. Blackmores has a strong position as a foreign-affiliatednutritional supplement company in China, having entered the market in 2013. In
recent years, Blackmores has also been actively expanding into new markets
such as India.
In recognition of their long history and high awareness of quality, Blackmores
has been awarded the “Most Trusted Brand”[1] in vitamins and supplements inAustralia for 14 consecutive years.
[1] Reader’s Digest’s Annual Trusted Brands Awards celebrates the brands Australians trust the most9

2.4.3

Synergies in the Acquisition

The acquisition of Blackmores will transform the scale of the Health Sciencebusiness, expand its product range and capabilities, and broaden its geographic
profile and growth opportunities. The acquisition will expand access Kirinʼsingredients to hundreds of millions of consumers in the Asia-Pacific region throughBlackmoresʼ distribution network. The Health Science business will also benefit
from Blackmoresʼ knowledge of consumer demands and its deep understandingof country-specific regulations. We see a clear opportunity to deliver growth in
the Health Science business through the evolution of the B2B and B2C businesses
that propose solutions beyond the sales of ingredients. In addition, by creatingsynergies in a wide range of business areas in which both companies operate, wewill solve a greater number of the social issues related to peopleʼs health.

2.5 Rationale for the Issuance of Social Bonds
Kirin considers the issuance of social bonds as funding for solving social issues
stated above, and for creating social and economic value and continuingsustainable growth together with society, through its promotion of CSV.
Additionally, the company believes that the issuance of social bonds will provide
another opportunity to enhance stakeholdersʼ understanding of our initiatives.

103. Kirin Social Bond Framework
3.1 Use of Proceeds
Kirin will use the proceeds based on this Framework to finance falling within
the following projects categories.

Categories

Eligible Project

Access to essential services

Acquisition of shares in‒

HealthBlackmores‒

Health careFood security and sustainableSDGs

food systems‒

Physical, social, and economic
access to safe, nutritious, andsufficient food that meets dietaryneeds and requirements‒

Improvement of eating habits
and management of presymptomatic disease
The Kirin Group has positioned “health and well-being” as one of the key issues

within its CSV Purpose, and is making efforts to “Raise the number of healthypeople, lower the number of sick people, and contribute to the people who areinvolved in healthcare.” Through eligible project under this Framework, Kirin will
enhance access to nutritional supplements and other products that will promotehealth, maintain immune function, etc., for customers across a wide range ofregions and ages, while also contributing to the research and development, sale,and distribution of healthier products. In this way, the company believes suchprojects can be expected to contribute to solving health-related issues as well as
the social issues described below, while also having a positive social impact for the“Target Population” indicated.

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Eligible Project
Acquisition ofSocial Issues
shares inBlackmoresTarget Population

Achievement of health and

General publiclongevity

People who

Response to a super-aging

require specificsocietynutrients due to

From “Treatment” toillness“Prevention” (management of
pre-symptomatic disease)

3.2. Process for Project Evaluation and Selection
3.2.1 Project Evaluation
Kirin Finance Department and CSV Strategy Department will select the eligible
project as defined in 3.1, and the final decision on the issuance of social bonds
to be used to selected eligible project will be made by the Executive Officer incharge of Financial Strategy.
3.2.2 Assessment of Allocatable Amount
Kirin verifies the amount allocatable for eligible project through the following
process. When verifying the social qualities of projects, the company identifies“Identification of Social Issues and Social Projects,” “Target Population for SocialProjects,” etc., based on the SBP and SBGLs. The amount to be raised with socialbonds based on this Framework is determined based on the allocatable amount.
The allocatable amount is also assessed by a third-party assessment institution,as part of Kirin’s process for an appropriate review.
(1) Classification of Blackmores’ business segments(2) Assessment of the social qualities of the key products handled in eachbusiness segment(3) Calculation of the allocatable amount through the above (1) and (2)123.2.3 Process to Mitigate Social and Environmental Risks
In the implementation of the projects, Kirin will comply with environmental laws
and regulations and agreements with the relevant communities throughout theproject execution and project period, and will also follow the Kirin Group
Compliance Guidelines in order to act with integrity and in conformity with socialethics. In the event of any ESG controversy related to an eligible project, thecompany will address and disclose such controversy appropriately.
Additionally, in relation to risks specific to eligible project, Kirin identifies
various types of risk when conducting due diligence, and implements
appropriate measures and procedures in response.
3.3. Management of Proceeds
Kirin Finance Department will manage the allocation of the net proceeds
based on this Framework using the internal management system until theproceeds have been fully redeemed.
3.4. Reporting
3.4.1 Allocation Reporting
Until the full amount of funds raised based on this Framework have been
allocated to eligible project, Kirin will annually disclose the allocation status offunds raised (amount allocated and amount yet to be allocated) on its website.
This information will first be reported in the fiscal year following the raising offunds. Kirin will report timely in the event of a significant change after full
allocation of the proceeds.

133.4.2 Impact Reporting
Until the maturity of funds raised based on this Framework, Kirin will annuallyprovide impact reporting on its website. This information will first be reported in
the fiscal year following the raising of funds.
At present, the expected indices for impact reporting are as follows, but Kirin
intends to report the details of its efforts in accordance with future businessdevelopment with Blackmores, to the extent practicable.

・ Increase in access to products handled by Blackmores (numerical increase inareas of operation)
Eligible ProjectOutputOutcome

Impacts

Acquisition ofMaking

Improved access“Raise the number ofshares inBlackmores

to products

healthy people, lower theBlackmores

as ahandled bynumber of sick people, andsubsidiaryBlackmores

contribute to the people
who are involved inhealthcare”, and contributeto solve more healthchallenges for people allover the world

3.5 External Review
3.5.1 Annual Review
Kirin will obtain a review from DNV BUSINESS ASSURANCE JAPAN K.K, anindependent external reviewer, to evaluate whether the allocation reporting andthe impact reporting are aligned with this Framework. This review will be
conducted until the proceeds from the social bonds have been fully allocated. The
initial reporting will be published in the year following the execution of the socialbonds.

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4. Reference
1. Social Bond Principles 2023（ICMA）
2. Social Bond Guidelines 2021（Financial Services Agency of Japan）
3. Notice regarding Agreement to Acquire Share (Acquisition of Ownership) of
Australian Natural Health Company Blackmores Limited (Release/ PresentationMaterial)
4. Integrated Report 2023（Company’s Web Site）
5. BLACKMORES GROUP SUSTAINABILITY REPORT 2022

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