Note: This document has been translated from the Japanese original only for reference purposes. In the event of any
discrepancy between this translation and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for any direct, indirect or consequential damage arising from this translation.

Asahi Holdings, Inc.
(Stock code: 5857)

Notice of the 5th Annual General Meeting of Shareholders
Date and time:
10:30 a.m. on Tuesday, June 17, 2014
Venue:
KOBE PORTOPIA HOTEL
10-1, 6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo“Kairaku-no-ma”, basement floor, Main Building(Please refer to the place of the meeting shown at the end of this notice.)
Proposal:
Election of Seven Directors
Time limit for exercise of voting rights using documents:
For documents arriving before 12:00 noon on Monday, June, 16, 2014

Cover

Contents
 Notice of the 5th Annual General Meeting of Shareholders ........................................................... 2
Attached documents
 Business Report ...................................................................................................................... 3
 Consolidated Financial Statements ........................................................................................ 17
 Financial statements .............................................................................................................. 29
 Audit Reports ........................................................................................................................ 36
 Reference Documents for General Meeting of Shareholders ...................................................... 42

1
Contents

1. Date and time:
2. Venue:

Details of the meeting
10:30 a.m. on Tuesday, June 17, 2014
KOBE PORTOPIA HOTEL
10-1, 6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo“Kairaku-no-ma” on the basement floor, Main Building(Please refer to the place of the meeting shown at the end of this notice.)

3. Meeting Agenda
Items to be reported: 1) Reports on business review, the consolidated financial statements andthe results of audits of the consolidated financial statements by
Accounting Auditors and the Board of Corporate Auditors for the 5th
fiscal term (April 1, 2013 through March 31, 2014)
2) Report on non-consolidated financial statements for the 5th fiscal term
(April 1, 2013 through March 31, 2014)
Items to be resolved:
Proposal: Election of Seven Directors
If you attend the meeting, please submit the “Voting Right Exercise Form” at the reception desk
upon arrival.
Please note that any modifications will be put on our website (http://www.asahiholdings.com/), if weneed to make changes to the business report, the financial statements and the reference documents.

2
Cover letter of convocation

Convocation NoticeBusiness Reports

This is to inform you that the 5th Annual General Meeting of Shareholders will be held at thefollowing time and place and to cordially request your presence.
If you are unable to be present, you are entitled to exercise your voting rights in writing. In
such a case, you are kindly requested to read the attached reference documents, and return theenclosed “Voting Right Exercise Form” by 12:00 (noon), on Monday, June 16, 2014 after
indicating your approval or disapproval of each agenda item and affixing your signature
and/or seal thereon.

Consolidated
Financial Statements

Notice of the 5th Annual General Meeting of Shareholders

Financial Statements

4-4-17 Kano-cho, Chuo-ku, Kobe, Japan
Asahi Holdings, Inc.
Mitsuharu Terayama CEO

Audit Report(Stock code: 5857)
May 29, 2014

Reference Documents for
General Meeting of Shareholders

Dear Shareholders:Attached documents
Business Report (April 1, 2013 through March 31, 2014)
1. Current Status of Corporate Group(1) Status of business for the fiscal year
1) Circumstances and results of business
During the consolidated fiscal year ended March 31, 2014, as the yen fell and share pricesrose against the backdrop of the Government's economic policies and monetary easing, theJapanese economy showed a tone of gentle recovery, including improved corporate profits
and rebounding consumer spending.
Under these economic conditions, in the precious metal recycling business, factors such as
an increased collection volume of electronic parts led to a greater volume of collection ofgold compared to the previous year. However, because the collection volume of flat panel
displays decreased, the collection volume of silver, etc. was lower than that of the same
term last year. Although the average sales prices for gold, platinum, palladium, and others
were higher than they were during the corresponding period a year earlier, the average sales
price for silver was lower.
In the environmental preservation business, even though domestic production activity was
sluggish, the collection volumes of medical-related waste, recycled glass, and so on
surpassed those of the same term one year earlier.
As of March 31, 2014, KOEIKOGYO CO., LTD. which designs and constructs disasterprevention facilities and installs air conditioning and sanitation equipment, became a wholly
owned subsidiary of our group.
As a result of the above, as consolidated results of operations for the fiscal year, werecorded consolidated net sales of 94,254 million yen, operating income of 9,629 million
yen, ordinary income of 9,985 million yen, and net income of 5,969 million yen.
When comparing the previous fiscal year, net sales decreased by 2,114 million yen year-onyear, operating income increased by 2,134 million yen, ordinary income increased by 2,191
million yen, and net income increased by 1,450 million yen, year-on-year.
Looked at by segment, sales in the precious metal recycling business were 77,212 million
yen and sales in the environmental preservation business were 17,041 million yen.

3
Status of business for the fiscal year

YOY change (%)

Gold metals

37,480

39.8

107.5

Silver metals

6,935

7.4

48.1

Palladium

12,567

13.3

124.3

Platinum

8,108

8.6

106.5

Indium

771

0.8

248.8

Other

9,021

9.6

82.1

Subtotal

74,884

79.5

95.6

Disposal revenues

19,369

20.5

107.2

Total

94,254

100.0

97.8

Sales byproduct

Sales of product were 74,884 million yen (down 4.4% year-on-year).
Disposal revenues were 19,369 million yen (up 7.2% year-on-year).

Reference Documents for
General Meeting of Shareholders

2) Capital expenditure
Capital investment made in the fiscal year totaled 1,106 million yen. Main expenditure wasan investment in the in-house information system.
3) Financing
Not applicable for the fiscal year4) Assignment, absorption-type split and incorporation-type split of businessNot applicable for the fiscal year5) Acquisition of the business of other companies
Not applicable for the fiscal year6) Succession of rights and obligations pertaining to the business of other corporations,etc. through an absorption-type merger or an absorption-type split
Not applicable for the fiscal year7) Acquisition or disposal of shares or other equity or share options of other companies
We made KOEIKOGYO CO., LTD. a wholly-owned subsidiary of INTER CENTRAL, INC.
as of March 31, 2014.

Business Reports

Ratio (%)

Consolidated
Financial Statements

Sales (millions of yen)

Financial Statements

Category

Audit Report<Sales by product in business>

Convocation Notice

Sales by product in business are as follows:4
Status of business for the fiscal year

(2) Property and profit/loss

Category

2nd term

3rd term

4th term

5th term

April 1, 2010
through
March 31, 2011

April 1, 2011
through
March 31, 2012

April 1, 2012
through
March 31,2013

April 1, 2013
through
March 31,2014(Current fiscal year)

Net sales(Millions of yen)

110,504

151,094

96,36894,254

Ordinary income(Millions of yen)

10,508

11,130

7,794

9,985

Net income(Millions of yen)

6,144

5,926

4,518

5,969

(Yen)

190.46183.20139.24

183.43

Total assets(Millions of yen)

59,14358,31562,26066,119Net assets(Millions of yen)

34,341

38,90242,012

46,623(Yen)

1,062.30

1,198.77

1,288.56

1,426.55

Net income per share

Net income per share(3) Significant parent company and subsidiary
1) Relationship with parent company
Not applicable2) Significant subsidiary
Company name
Asahi Pretec Corp.
Japan Waste Corporation

Capital4,480 million
yen
400 million
yen

Our voting
right ratio

Major business100.0%

Precious metal recycling business andenvironmental preservation business100.0%

Environmental preservation business(4) Challenges to be addressed
1) Business expansion in Asian region
We will further expand business in the electronics and dental fields in South Korea, andelectronics in Taiwan. We will increase collection of precious metals from overseas markets
such as the Asian region by creating an alliance, etc. with local companies and thereby
finding customers and sales channels.
2) Expansion of business fields through M&A
We will continue promoting M&A with a high investment return, and not only expand theexisting business such as the environmental preservation business but also aim to enter new
business fields.
3) Streamlining group management
We will trim administrative costs on a consolidated basis by consolidating in the holding
company the Group’s management functions. In addition, we will strengthen the in-house
information system and thereby, achieve speedy and efficient operations.

5
Property and profit/loss, Significant parent company and subsidiary, and Challenges to be addressed6
Principal businesses, and Major sales offices and plants

Convocation NoticeBusiness Reports

4-4-17 Kano-cho, Chuo-ku, Kobe
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
2) Major subsidiaries’ business offices(a) Asahi Pretec Corp.
Main office
21, Uozakihamamachi, Higashinada-ku, Kobe
Head offices
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Research laboratory The Technical Research Center (Kobe-shi)
Business offices
Kitakanto (Kitakatsushika-gun, Saitama Pref.), Hanshin (Amagasakishi, Hyogo Pref.), Kobe (Kobe-shi), Shikoku (Saijo-shi, Ehime Pref.),
Kitakyushu (Kitakyushu-shi)
Sales offices
Sapporo (Kitahiroshima-shi, Hokkaido), Aomori (Aomori-shi),Sendai (Miyagi-gun, Miyagi Pref.), Niigata (Sanjo-shi, Niigata Pref.),
Kitakanto (Kitakatsushika-gun, Saitama Pref.), Kanto (Kawaguchishi, Saitama Pref.), Yokohama (Yokohama-shi), Kofu (Chuo-shi,
Yamanashi Pref.), Shizuoka (Yaizu-shi, Shizuoka Pref.), Nagoya(Komaki-shi, Aichi Pref.), Hokuriku (Toyama-shi), Hanshin(Amagasaki-shi, Hyogo Pref.), Kobe (Kobe-shi), Okayama(Okayama-shi), Hiroshima (Hiroshima-shi), Shikoku (Saijo-shi,Ehime Pref.), Fukuoka (Koga-shi, Fukuoka Pref.), Kagoshima(Kagoshima-shi), Okinawa (Itoman -shi, Okinawa Pref.)PlantsSaitama (Kitakatsushika-gun, Saitama Pref.), Saitama Recycling
Center (Kasukabe-shi, Saitama Pref.), Chiba Recycling Center(Katori-shi, Chiba Pref.), Amagasaki (Amagasaki-shi, Hyogo Pref.),
Amagasaki Recycling Center (Amagasaki-shi, Hyogo Pref.), Kobe
(Kobe-shi), Ehime (Saijo-shi, Ehime Pref.), Kitakyushu (Kitakyushushi), Kitakyushu Hibiki (Kitakyushu-shi), Fukuoka (Koga-shi,
Fukuoka Pref.)Consolidated
Financial Statements

1) Our company
Main office
Head offices

Financial Statements(6) Major sales offices and plants (as of March 31, 2014)

Audit Report

Our Group is mainly engaged in the precious metal recycling business and theenvironmental preservation business.
○ Collection/reproduction and processing of precious metals and other metals (gold, silver,
palladium, platinum, indium, etc.,) and purchase and sales of precious metals and othermetals○ Sales of precious metal products○ Environmental preservation business

Reference Documents for
General Meeting of Shareholders(5) Principal businesses (as of March 31, 2014)

(b) Japan Waste Corporation
Main office
4-4-17 Kano-cho, Chuo-ku, Kobe
Head offices
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Business office
Yokohama (Yokohama-shi)
PlantsOgimachi Center (Kawasaki-shi), Aikawa Center (Aiko-gun,
Kanagawa Pref.)3) Other subsidiaries
Japan
Nihon Chemitech Co., Ltd. (Kawaguchi-shi, Saitama Pref.), JW
Logistics, Co., Ltd. (Yokohama-shi), Taiyo Chemical Co., Ltd.
(Kagoshima-shi), Iyotec Co., Ltd. (Akashi-shi, Hyogo Pref.), Fuji
Rozai Co., Ltd. (Ota-ku, Tokyo), JW Glass Recycling Co., Ltd.
(Koto-ku, Tokyo), Ecomax Incorporated (Koza-gun, Kanagawa
Pref.), Usuda Manufacturing Co., Ltd. (Tomi-shi, Nagano Pref.),
Kyodo Chemical Co., Ltd. (Tomakomai-shi, Hokkaido), INTER
CENTRAL, INC. (Takizawa-shi, Iwate Pref.), KOEIKOGYO CO.,LTD. (Yokohama-shi) and other
Overseas
ASAHI G&S SDN.BHD.(Malaysia), Shanghai Asahi Pretec Co.,
Ltd.(China), Asahi Pretec Korea Co., Ltd. (Seoul Special City), Asahi
Pretec Taiwan Co., Ltd. (Taiwan), Asahi Shih Her Technologies Co.,
Ltd. (Taiwan)(7) Employees (as of March 31, 2014)
1) Employees of the corporate group
Number of employees
1,360 (243)

Change from the end of previous fiscal year
+32 (down 14)(Note) The number of employees refers to the number of workers (excluding the staff seconded
from our group to companies outside our group but including staff seconded fromcompanies outside our group to our group) and for the number of part-timers and fixedterm employees, annual average number of persons are shown separately in brackets.
2) Employees of our company
Change from the end
Number of employeesof previous fiscal year
40 (–)-3 (–)

Average age
36 years andfive months

Average length ofserviceTwo year and9 months(Note) The number of employees refers to the number of workers (excluding the staff seconded
from our company to companies outside our company but including staff seconded fromcompanies outside our company to our company) and for the number of part-timers andfixed-term employees, annual average number of persons are shown separately inbrackets.

7
Major sales offices and plants, and Employees

Loan amount
5,236 million yen
181 million yen

Resona Bank, Limited
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
The Chugoku Bank, Ltd.

136 million yen
100 million yen
100 million yen(9) Other important matters relating to the current state of the corporate group129,000,000 shares
1) Number of shares authorized:
36,254,344 shares
2) Number of shares issued:
9,7133) Number of shareholders:
4) Major shareholders (top 10 shareholders)Shareholders

TERA ENTERPRISES Co., Ltd.
Japan Trustee Services Bank, Ltd. (Trust account)
Mitsuharu Terayama
The Master Trust Bank of Japan, Ltd. (Trust account)
Masamichi Terayama
K&M Co., Ltd.
Asahi Employee Stock Ownership Plan
The Bank of New York JASDEC Treaty AccountJunichi Mitsuzono
Credit Suisse (Luxembourg) S.A. On Behalf Of Clients

Number ofshares held(Thousands ofshares)
1,350
1,076
882
805
802
700
644
557
488
475

Percentage ofshares held
(%)
4.12
3.29
2.70
2.46
2.45
2.14
1.97
1.70
1.49
1.45

(Notes) 1. Treasury stocks of 3,518,557 shares held by our company are excluded from theabove major shareholders.
2. Following the introduction of the “employee stock ownership plan (ESOP)”, ESOPa portion of treasury stocks transferred by us to Sumitomo Mitsui Banking
Corporation (Asahi Employee Stock Ownership Plan Trust Account) as of February
16, 2010 are not included in treasury stocks).
3. Percentage of shares held is calculated with excluding treasury stocks.

8
Major financial institutions with loans to us, Other important matters relating to the current state of
the corporate group, and Shares

Audit Report(1) Shares (as of March 31, 2014)

Reference Documents for
General Meeting of Shareholders

2. Current state of the company

Financial Statements

Consolidated
Financial Statements

Not applicable

Convocation Notice

Financial institutions
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.

Business Reports(8) Major financial institutions with loans to us (as of March 31, 2014)

(2) Stock options, etc.
Stock options granted to and held by our company’s board members as consideration of
the execution of their duties (as of March 31, 2014)
The first series of
The second series ofstock options
stock options
Resolution date of issue
June 16, 2010
June 16, 2010
Number of stock options
800 units
1,220 units
Type and number of shares
Common shares: 80,000 shares Common shares: 122,000 sharessubject to stock options(100 shares per stock option)(100 shares per stock option)
Amount to be paid in forNot require to be paid in
Not require to be paid in
stock options
exchange for stock options
exchange for stock options
The value of the property to
193,500 yen per stock option
193,500 yen per stock option
be contributed when stock(1,935 yen per share)(1,935 yen per share)
options are exercised
Exercise period of stock
July 10, 2012 to July 9, 2015
July 10, 2012 to July 9, 2015
options
Conditions for the exercise(See Note.)(See Note.)of stock options
Number of stock options:
Number of stock options:
Director
600 units
200 units(excluding Number of shares subject toNumber of shares subject to
Outsidestock options:
60,000 shares stock options:
20,000 shares
Directors)
Number of persons holding
Number of persons holding
stock options:
3 persons stock options:
1 person–
Number of stock options:– Number of stock options:
Stock options
Number of shares subject toNumber of shares subject to
Outsideheld by board
stock options:– stock options:–
Director
members
Number of persons holding
Number of persons holding
stock options:– stock options:–
Number of stock options:
Number of stock options:–
200 units
Corporate
Number of shares subject toNumber of shares subject to
Auditorstock options:
20,000 shares stock options:–
Number of persons holding
Number of persons holding
stock options:
1 person stock options:–(Note) The person who is allotted stock options should be a Director, a Corporate Auditor, an
employee of our company or our company’s subsidiary or affiliate at the time of the exerciseof stock options. However, this shall not be applied to the cases where the Board of Directorsof our company exceptionally allows, for example the Director or the Corporate Auditor of
our company or our company’s subsidiary or affiliate resigned due to the expiration of theterm of office or retires due to the mandatory retirement age.

9
Stock options, etc.

Keitaro Shigemasa

Director

Shoji Morii

Full-time Corporate Auditor

Yukio Tanabe

Corporate Auditor

Kazuhiko Tokumine

Corporate Auditor

Junzo Kojima

General Manager of Information
Technology Department andGeneral Manager of Planning &Communication Department

Lawyer(Notes) 1. Director Shoji Morii is an Outside Director.
2. Corporate Auditor Kazuhiko Tokumine and Junzo Kojima are Outside Corporate
Auditors.
3. Full-time Corporate Auditor Yukio Tanabe has longtime experience of accounting of ourcompany and possesses extensive expertise in finance and accounting related matters.
4. Our company designated Director Shoji Morii and Corporate Auditor Junzo Kojima as
independent board members under the provisions of the Tokyo Stock Exchange, andfiled such status with the exchange.

Financial Statements

Director

Consolidated
Financial Statements

Masaki Hirano

Audit Report

Director

Convocation Notice1) Directors and Corporate Auditors (as of March 31, 2014)
Responsibility and important
PositionName
concurrent assignment
Chairman and Director
Representative Director, CEO
Mitsuharu Terayama
Asahi Pretec Corp.
Representative Director and President
Representative Director, President Tsutomu Sakurai
Asahi Pretec Corp.
Representative Director and President
Director
Yoshikatsu Takeuchi
Japan Waste Corporation
Director Asahi Pretec Corp.
Director
Tomoya Higashiura
Director Japan Waste Corporation

Business Reports(3) Board members and corporate officers

2) Directors and Corporate Auditors who resigned during the fiscal year
Reference Documents for
General Meeting of Shareholders

Not applicable

10
Board members and corporate officers

3) Compensation, etc. for Directors and Corporate Auditors
Total compensations, etc. for the fiscal year
Category

Number of persons
subject to payment

Payment amount

Director(Outside Directors included)
Corporate Auditor(Outside Corporate Auditors included)
Total(Outside board members included)

7
(1)
3
(2)
10
(3)

101 million yen(6)
28 million yen(10)
129 million yen(16)(Notes) 1. The amount to be paid to Directors does not include the employee salaries of
Directors who serve concurrently as employees.
2. The limit of compensation to be paid to Directors was up to an annual 200,000
thousand yen (not including the portion of salary of employee), which was resolved
at the 1st Annual General Meeting of Shareholders held on June 16, 2010.
3. The limit of compensation to be paid to Corporate Auditors was up to an annual
30,000 thousand yen, which was resolved at the 1st Annual General Meeting of
Shareholders held on June 16, 2010.
4) Matters related to outside board members(a) Important concurrent assignment as a person executing business of other corporations, etc.
and relationship between our company and the other corporations, etc.
Not applicable(b) Important concurrent assignment as a board member of other corporations, etc. andrelationship between our company and the other corporations, etc.
Not applicable

11
Board members and corporate officers

Corporate
AuditorJunzo Kojima

Reference Documents for
General Meeting of Shareholders(d) Outline of contents of a contract for limitation of liability
Our company and an Outside Director and Outside Corporate Auditors signed a contractthat limits the liability for compensation for damage set forth in Article 423, paragraph 1 of
the Companies Act under provisions set forth Article 427, paragraph 1 of the same Act.
The limit amount of the liability for compensation for damage under such a contract isdetermined to be the minimum liability amount stipulated in Article 425, paragraph 1 of
the Companies Act.

Business Reports

Corporate
Kazuhiko Tokumine
Auditor

Consolidated
Financial Statements

Shoji Morii

Activities
He attended all Board of Directors’ meetings held during
the fiscal year. He has expertise and experience related to
management, including finance, and has been submitting
advice / recommendations to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters.
He attended all Board of Directors’ meetings and Boardof Corporate Auditors’ meetings held during the fiscal
year. He has been submitting advice / recommendations
to ensure the validity and appropriateness of making
decisions on deliberations of agenda and other mattersfrom the highly professional viewpoint for laws as alawyer.
He attended all Board of Directors’ meetings and Boardof Corporate Auditors’ meetings held during the fiscal
year. He has been submitting advice / recommendations
to ensure the validity and appropriateness of making
decisions on deliberations of agenda and other mattersusing his long-held extensive experience.

Financial Statements

Director

Name

Audit Report

Category

Convocation Notice(c) Main activities in the fiscal year

12
Board members and corporate officers

(4) Accounting Auditor
1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc. for the Accounting Auditor
Amount of compensation, etc.
(a) Amount to be paid by our company
22,800 thousand yen(b) Total amount of money to be paid by our company
and our company’s subsidiaries and other benefits
38,000 thousand yen
on property(Note) In the agreement between our company and the Accounting Auditor, the amount ofcompensation, etc. for audit under the Companies Act and the amount of compensation,etc. for audit under the Financial Instruments and Exchange Act are not separated andmay not be separated actually. Therefore, the total of those amounts is stated for theamount in (a) above.
3) Non-audit services
We pay to Ernst & Young ShinNihon LLC a consideration for “issue of certification foroverseas income laws,” a service (non-audit service) other than those set forth in Article 2,paragraph 1 of the Certified Public Accountants Act.
4) Policy for determining the dismissal or the refusal of reappointment of the Accounting
Auditor
When the Board of Directors finds it necessary in cases where the Accounting Auditor has
difficulty executing its duties, the Board of Directors will deal with the dismissal or therefusal of reappointment of the Accounting Auditor as a purpose of the General Meeting of
Shareholders based on the request of the Board of Corporate Auditors.
When it is found that the Accounting Auditor falls under the items set forth in any of itemsof Article 340, paragraph 1 of the Companies Act, the Board of Corporate Auditors will
dismiss the Accounting Auditor in accordance with the consent of all Corporate Auditors. In
this case, the Corporate Auditor appointed by the Board of Corporate Auditors will report
the fact of the dismissal of the Accounting Auditor and reasons for the dismissal at theGeneral Meeting of Shareholders convened for the first time after the dismissal.

13
Accounting Auditor

14
Structure to ensure the appropriateness of businessConvocation NoticeBusiness Reports
Consolidated
Financial Statements
Financial Statements
Audit Report

Decisions on a structure to ensure that the execution of duties by Directors conforms to the laws
and regulations and the Articles of Incorporation, and other structures to ensure theappropriateness of the business of the company are as follows:
1) Structure to ensure that the execution of duties by Directors and employees conforms
to the laws and regulations and the Articles of Incorporation(a) To ensure that laws and regulations and the Articles of Incorporation are thoroughly
followed, we compile and improve our regulations and manuals related to compliancewhile continuing to make well known to employees the existence of an in-house reporting
hotline responding to the case where behaviors violating laws and regulations and the
Articles of Incorporation are detected.
(b) If a situation that infringes compliance occurs, we maintain a structure where the detailsof such situation and a countermeasure therefor are reported immediately to Directors andCorporate Auditors.
2) Structure related to preservation and management of information regarding theexecution of duties by Directors(a) Information and documents (information on the execution of duties) regarding theexecution of duties by Directors are preserved and managed appropriately in accordancewith in-house regulations and management manuals related thereto while the state ofoperation is examined and regulations and other rules are reviewed when necessary.
3) Regulation and other structures regarding a risk of loss(a) In a bid to appropriately control risks involved in a business execution process and abusiness structure of our group, we establish a structure to understand/assess risks inbusiness activities and implement a measure, thereby improving a structure to prevent thematerialization of risks while ensuring compliance.
(b) We compliment efforts for compliance and risk management and conduct internal audits
to deter a risk of loss without omission. If behaviors with a risk of loss are found, they arereported to the Board of Directors and related divisions immediately.
4) Structure to ensure effective execution of Directors’ duties(a) A management plan is drawn up and the Board of Directors examines the details thereof
and makes decisions thereon. In addition, periodical reports on whether the management
plan is implemented as scheduled are made from subsidiaries and business execution lines.
(b) Regarding the supervision of the business execution, the Board of Directors examines andmakes decisions on the matters set forth in the rules for the Board of Directors and thematters to be discussed that fall under the criteria thereon. Particularly important mattersare examined at the group strategy meeting to enhance such examination related todecision-making.
5) Structure to ensure the appropriateness of business at the business group of ourcompany(a) To understand management information at subsidiaries and affiliates, appropriate business
reports are submitted on a quarterly basis. Through these reports, if a risk of loss on
subsidiaries, etc. has been found or a potential risk of loss may be found, reports are
submitted immediately to the Board of Directors regarding the details of the risk of loss,
the degree of loss that may occur, and its impacts, etc. on our company.

Reference Documents for
General Meeting of Shareholders(5) Structure to ensure the appropriateness of business(b) We implement periodical inspections to understand safety and health for the execution ofbusiness by our subsidiaries and affiliates and provide continued guidance to prevent theoccurrence of a risk of loss on safety and health.
(c) To prevent inappropriate transactions or accounting methods between our company andsubsidiaries, etc., adequate exchange of information is carried out with the audit divisionof subsidiaries, etc. or the division equivalent thereto.
6) Matters for appointment of employees to assist Corporate Auditors(a) Employees to assist the duties of Corporate Auditors are appointed when necessary.
7) Matters related to the independence of employees to assist duties of Corporate
Auditors from Directors(a) Appointment and transfer of employees to assist Corporate Auditors requires the consent
of the Board of Corporate Auditors(b) In evaluating the performance of employees to assist Corporate Auditors, Corporate
Auditors’ opinions are obtained.
8) Structure for Directors and employees to report to Corporate Auditors and otherstructures for reports to Corporate Auditors, as well as a structure to ensure theeffective conduct of audits by Corporate Auditors(a) Directors and employees provide necessary reports and information upon request of
Corporate Auditors in accordance with the determination of the Board of Corporate
Auditors.
(b) Reports and information in the preceding paragraph should mainly be as follows:• Status of activities of divisions involved in the creation of our internal control system• Status of activities of Corporate Auditors and internal audits of our subsidiaries, etc.
• Our significant accounting policy and accounting standards and changes thereof• Details of announcement of financial results and forecast• Operations of in-house reporting system and details of the reports• Making it obligatory to circularize in-house ringisho (collective decision-making sheet)and the minutes of meetings required by Corporate Auditors(c) When recognizing that laws and regulations and the Articles of Incorporation are or may
be violated even for items other than those set forth in the preceding paragraphs above, theBoard of Directors and employees report to that effect to the Board of Corporate Auditors
immediately.
(d) The Board of Directors and employees should fully respect Corporate Auditors’ opinions
on ensuring the effectiveness of audit.

15
Structure to ensure the appropriateness of businessConvocation Notice
Reference Documents for
General Meeting of Shareholders

Audit Report

Financial Statements(Note) The amount and the number of shares stated in this report are rounded down to the nearest unit.
The percentage is rounded to the nearest unit.

Business Reports

The Articles of Incorporation stipulates that our company may carry out the distribution, etc.
of surplus pursuant to the resolutions of the Board of Directors, instead of the resolutions of
the General Meeting of Shareholders. In addition, we believe that it is also important to seek
to improve our corporate value through ongoing stable profitability and further growth, andto enhance retained earnings to prepare for investments in growth fields and the developmentof new businesses, with a basic policy to respond to expectations of shareholders throughdividends.
Under this policy, regarding the distribution, etc. of surplus, we will further strengthen
consolidated and nonconsolidated results for each fiscal year and our financial structure, withgiving comprehensive consideration to the future management strategy, etc. of our group.
After then, we will return earnings to shareholders.

Consolidated
Financial Statements(6) Policy to determine the distribution, etc. of surplus

16
Policy to determine the distribution, etc. of surplus

Consolidated Financial Statements
Consolidated Balance Sheets (as of March 31, 2014)
Account

Amount(Thousands of yen)Account
AmountASSETSLIABILITIESCurrent liabilities
12,217,874
Current assets
37,524,022
Notes and accounts payable-trade
3,643,600
Cash and deposits
9,640,822
Short-term loans payable
495,309
Notes and accounts receivableCurrent
portionof
long-term
loans
11,319,253
143,096trade
payableMerchandise and finished goods
4,094,710
Accounts payable-other
1,516,928
Income taxes payable
2,635,102
Work in process
8,596,391
Provision for bonuses
600,549
Raw materials and supplies
1,107,041
Provision for directors’ bonuses
39,000
Deferred tax assets
695,074
Provision for repairs
101,510
Provision for product warranties
16,103Other
2,191,385
Other
3,026,674
Allowance for doubtful accounts-120,656
Noncurrent liabilities
7,278,209
Noncurrent assets
28,595,819
Long-term loans payable
5,419,875
Deferred tax liabilities
1,697,895
Property, plant and equipment 24,407,447
Net defined benefit liability
122,173
Buildings and structures
8,979,935
Other38,265
Machinery, equipment andTotal liabilities
19,496,083
1,811,633
vehiclesNET ASSETS
Land
13,122,950
Shareholders’ equity
45,920,324
Capital stock
4,480,817
Construction in progress
226,530
Capital surplus
6,108,187
Other266,399
Retained earnings
40,715,629
Intangible assets
2,856,537
Treasury stock-5,384,309
Accumulated other
Goodwill
2,021,374
559,421comprehensive income
Other835,162
Valuation difference on available15,205
Investments and other assets
1,331,833
for-sale securities
Deferred gains or losses on hedges-121,332
Investment securities
171,304
Foreign currency translation
665,549
Deferred tax assets
123,682
adjustment
Other1,042,528
Subscription rights to shares
77,908
Minority interests
66,103
Allowance for doubtful accounts-5,681TOTAL NET ASSETS
46,623,757
Total assets
66,119,841
TOTAL LIABILITIES AND NET
66,119,841
ASSETS(Note) Amounts less than one thousand yen are omitted.

17
Consolidated Balance Sheets

33,862
102,658
3,942,428-14,822

46,773

136,520
9,896,031
3,927,605
5,968,425-586
5,969,011

Convocation NoticeBusiness Reports
Consolidated
Financial Statements

9,117
164
37,491

36,614
9,985,778

Financial Statements

22,881
13,733

Reference Documents for
General Meeting of Shareholders

Non-operating expenses
Interest expenses
Other
Ordinary income
Extraordinary income
Gains on sale of noncurrent assets
Gains on sale of investment securities
Gains on insurance claims
Extraordinary loss
Loss on retirement and sale of noncurrent assets
Impairment losses
Income before income taxes and minority interests
Income taxes-current
Income taxes-deferred
Income before minority interests
Minority interests in loss
Net income(Note) Amounts less than one thousand yen are omitted.

Audit Report(Thousands of yen)
Consolidated Statements of Income (April 1, 2013 to March 31, 2014)
Account
AmountNet sales
94,254,397
Cost of sales
79,018,644
Gross profit
15,235,752
Selling, general and administrative expenses
5,606,358
Operating income
9,629,393
Non-operating income
Interest income and dividends
31,402
Gains on foreign exchange
294,716
Subsidy income
17,631
Other
49,249392,999

18
Consolidated Statements of Income

Consolidated Statements of Changes in Net Assets (April 1, 2013 to March 31, 2014)(Thousands of yen)
Shareholders’ equity
Capital stock
Balance at April
1, 2013
Changes during
the period
Dividends fromsurplusCapital surplus

4,480,817

Retained earnings

6,087,153

36,697,751

Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanshareholders’equity during
the period
Total changes
during the period
Balance at March
31, 2014

Treasury stock

Total shareholders’equity-5,507,133

41,758,588-1,951,133-1,951,133

5,969,011

5,969,011

21,034-1,501-1,501

124,325

145,360–

21,034

4,017,878

122,823

4,161,736

4,480,817

6,108,187

40,715,629-5,384,309

45,920,324

Accumulated other comprehensive income

Balance at April
1, 2013
Changes during
the period
Dividends fromsurplus
Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanshareholders’equity during
the period
Total changes
during the period
Balance at March
31, 2014

Valuationdifference on
available-forsale securities

Deferred gains
or losses onhedges

19,007-41,449

Foreigncurrencytranslation
adjustment

Total
Subscription
accumulated
rights toothersharescomprehensive
income139,342

116,901

77,908

Minority
interest

59,280Total net
assets42,012,677-1,951,133
5,969,011-1,501
145,360-3,802-79,883

526,206

442,520–

6,823

449,344-3,802-79,883

526,206

442,520–

6,823

4,611,080

15,205-121,332

665,549

559,42177,908

66,103

46,623,757(Note) Amounts less than one thousand yen are omitted.

19
Consolidated Statements of Changes in Net Assets

Nonconsolidated subsidiaries
2. Equity method affiliate
Number of equity method affiliate
Major equity method affiliate

None

1
Jiangmen Asahi Pretec Kanfort Environmental
Management Co., Ltd.

Non equity method affiliate (Asahi・Broadlink,INC.) is not included within the scope of theequity method because it is insignificant and its net income and retained earnings (the amounts
equivalent to the company’s interest in the companies) does not significantly affect Consolidated
financial statements.

20
Notes to consolidated financial statements

Convocation NoticeBusiness Reports
Consolidated
Financial Statements

Asahi Pretec Corp.
Japan Waste Corporation
Nihon Chemitech Co., Ltd.
JW Logistics, Co., Ltd.
Taiyo Chemical Co., Ltd.
Iyotec Co., Ltd.
Fuji Rozai Co., Ltd.
JW Glass Recycling Co., Ltd.
Ecomax Incorporated
Major consolidated subsidiaries
Usuda Manufacturing Co., Ltd.
Kyodo Chemical Co., Ltd.
INTER CENTRAL, INC.
KOEIKOGYO CO., LTD.
Asahi G&S SDN. BHD.
Shanghai Asahi Pretec Co., Ltd.
Asahi Pretec Korea Co., Ltd.
Asahi Pretec Taiwan Co., Ltd.
Asahi Shih Her Technologies Co., Ltd.
and 2 other companies
KOEIKOGYO CO., LTD. has become consolidated subsidiary on March 31, 2014 by stockacquisition.

Financial Statements

20

Audit Report

1. Scope of consolidation
Number of consolidated subsidiaries

Reference Documents for
General Meeting of Shareholders

Notes to consolidated financial statements(Basis of preparing consolidated financial statements)

3. Fiscal year of consolidated subsidiaries
Among consolidated subsidiaries, the fiscal year end of Asahi G&S SDN. Bhd., Shanghai Asahi
Pretec Co., Ltd., Asahi Pretec Korea Co., Ltd., Asahi Pretec Taiwan Co.,Ltd and Asahi Shih Her
Technologies Co.,Ltd. is December 31 of each year. For the preparation of consolidated financial
statements, the company uses financial statements as of December 31 and makes adjustments asnecessary for consolidation in relation to significant transactions during their year-end date andthe consolidated year-end date.
4. Accounting policies(1) Valuation standards and methods for major assets
1) Securities
Other securities
Other securities for which market: Stated at fair value based on the market price atquotations are available
the fiscal closing date.
(Valuation difference is recognized directly
within “shareholders’ equity” and the cost of
securities sold is calculated pursuant to themoving average method.
Other securities for which market: Cost mainly determined by the moving-average
quotations are not available
method.
2) Derivative: Market price method
3) Inventories
Merchandise and finished goods, work : Stated at cost. Cost is determined by thein process, raw materials and supplies
weighted-average method (the method of writedowns based on the decrease in profitability isapplied in order to calculate the inventory valueon the balance sheet).
(A part of merchandise and finished goods isdetermined by individual cost method based on
the actual cost method.)(2) Depreciation and amortization for major assets
1) Property, plant and equipment other: The company and domestic consolidated
than leased assets
subsidiaries: declining-balance method Note:
Buildings acquired on or after April 1, 1998
other than equipment: straight-line method
Foreign consolidated subsidiaries: straight-line
method based of accounting standards of local
country.
2) Intangible assets other than leased: The company and domestic consolidated
assetssubsidiaries: straight line method
Foreign consolidated subsidiaries: straight-line
method based on accounting standards of local
country.

21
Notes to consolidated financial statements

3) Provision for director’s bonuses

4) Provision for repairs

5) Provision for product warranties(4) Other important items for preparing consolidated financial statements
1) Hedge accounting
Hedge accounting methods: The company accounts for hedging activities

22
Notes to consolidated financial statements

Convocation NoticeBusiness Reports
Consolidated
Financial Statements
Financial Statements

2) Provision for bonuses: To prepare for losses from doubtful receivables,
general allowance of the company anddomestic consolidated subsidiaries is recorded
based on the actual bad debt ratio, and specificallowance is recorded based on the amountdeemed to the uncollectible considering thecollectibility. As for foreign consolidated
subsidiaries, specific credits are based on
estimated uncollectible amount.
: To allow for the payment of bonuses to
employees, the company and domestic
consolidated subsidiaries records the standard
for estimated amounts of bonuses to be paid.
: To allow for the payment of bonuses todirectors, the company and domestic
consolidated subsidiaries records the standard
for estimated amounts of bonuses to be paid.
: To allow our payment of periodic maintenanceof production equipment, the company records
the amount of estimated cost to be paid during
this fiscal year.
: To allow for cost of after-sales service, thecompany records the actual cost of the past to
be paid.

Audit Report(3) Significant allowances
1) Allowances for doubtful accountReference Documents for
General Meeting of Shareholders

3) Leased assets

Software for internal use is amortized under thestraight-line method based on the period forwhich our company can use such software (5years or less).
: Leased assets related to financial leases that do
not transfer ownership rights to the lessees areamortized under the straight-line method basedon the lease term as the useful life and residual
value of zero. Finance leases whose starting
date of lease transactions that do not transfer
ownership rights to the lessees before the startof the applied first fiscal year are continuously
subject to accounting in accordance withmethods used for an ordinary lease transaction.

under deferral hedge accounting. Furiate-shori(accounting method in which the current andforward rate difference is allocated by period
length for the calculation at the accounting
period) is applied to forward foreign exchange
contracts which conform to the requirements ofsuch hedge accounting. Exceptional processing
is adopted if requirements of exceptional
processing for interest rate swaps are satisfied.
Hedging instruments and targets
Hedging instruments
Hedged targets

Hedge policy

Methods for valuation of
appropriateness for hedging

2) Accounting method for consumption
taxes3) Translation of foreign currencydenominated assets or liabilities into
Japanese yen

23
Notes to consolidated financial statements: Derivative transaction, Exchange contract,
Currency swap, and Interest rate swap
: Precious metal products, Monetary assets andliabilities denominated in foreign currencies,
and Principal and interest payment for longterm loans payable: To reduce the precious metal market price risk
and to improve income and expenditurebalance, the company hedges price fluctuation
risk based on internal rules.
: During the start of hedging to the judgment ofappropriateness, accumulated rate fluctuationsin hedge targets and hedge items are comparedand then valuation is made on the basis of theamount of changes in hedge targets and hedge
item. For foreign exchange contracts andcurrency swaps which are subject to furiateshori and interest rate swaps subject to
exceptional processing, the valuation of
appropriateness is omitted.
: Consumption taxes are accounted for using thenet method of reporting.
: All monetary assets and liabilities denominatedin foreign currencies are translated into
Japanese yen at the exchange rates prevailing at
the fiscal closing date. Resulting gains andlosses are included in net profit or loss for theperiod.
All assets and liabilities as well as revenues andexpenses of foreign subsidiaries and affiliatedcompanies are translated into Japanese yen at
the spot exchange rates prevailing at the fiscal
closing date of such subsidiaries and affiliates,

(Notes to changes in presentation method)(Consolidated balance sheet)“Provision for retirement benefits” under Noncurrent liabilities listed in the fiscal year ended
March 31, 2014 has been included in “Net defined benefit liability” in accordance with theapplication of the “Accounting Standard for Retirement Benefits” (ASBJ Statement No. 26,
May 17, 2012) and the “Implementation Guidance for the Accounting Standard for Retirement
Benefits” (ASBJ Guidance No. 25, May 17, 2012).

50,000 thousand yen
20,004 thousand yen
71,661 thousand yen
141,665 thousand yen

2. Accumulated depreciation of property, plant and equipment
22, 953,533 thousand yen
3. Notes receivable endorsed

40,773 thousand yen

24Notes to consolidated financial statements

Convocation NoticeBusiness Reports
Reference Documents for
General Meeting of Shareholders(2) Obligations related to collateral
Short-term loans payable
Current portion of long-term loans payable
Long-term loans payable
Total

Audit Report(Notes to consolidated balance sheet)
1. Assets pledged as collateral and obligations related to collateral(1) Assets pledged as collateral
Buildings and structures
113,407 thousand yen
Land172,764 thousand yen
Total
286,171 thousand yen

Consolidated
Financial Statements5) Accounting for net defined benefit
liability

Financial Statements

4) Amortization of goodwill

and translation adjustments are included in“Foreign currency translation adjustments of“Net assets.”: By judging respective case, goodwill isamortized under the straight-line method withina period of 20 years.
: To calculate net defined benefit liability andexpenses for retirement benefits, someconsolidated subsidiaries apply a simple
method using a method where the amountrequired to be paid for retirement benefits at theend of the fiscal year for their convenience istreated as retirement benefit liability.

(Notes to consolidated statements of changes in shareholders’ equity)
1. Types and total number of issued shares and types and number of treasury stocks
Number of shares Number of shares Number of shares Number of sharesat the beginning of increased during decreased during at the end of this
this consolidated
this consolidated this consolidated consolidated
accounting period accounting period accounting period accounting period(Thousands of(Thousands of(Thousands of(Thousands ofshares)shares)shares)shares)Issued shares
Common stocks
36,25436,254
Total
36,25436,254
Treasury stocks
Common stocks
3,756
0
84
3,672
Total
3,756
0
84
3,672
(Notes) 1. Zero thousand shares out of increased treasury stocks of common stocks are increased
due to the purchase of shares less than one unit.
2. 84 thousand shares out of decreased treasury stocks of common stocks are decreased
due to sale to the employee shareholding association from the trust account of theemployee shareholding association.
2. Dividends(1) Dividends paid
Class of
Total
Dividends
Effective
Record datesharesdividends
per sharedate
May 10, 2013
Common974,937
March 31,
May 31,30.00 yen
Board of Directors’ Meetingstock
thousand yen
2013
2013
October 31, 2013
Common976,196
September November
30.00 yen
Board of Directors’ Meetingstock
thousand yen
30, 2013
27, 2013(Note) Total dividends resolved by the Board of Directors’ Meeting held on May 10, 2013 do notinclude dividends of 7,161 thousand yen paid to the trust account of the employee
shareholding association. Total dividends resolved by the Board of Directors’ Meeting heldon October 31, 2013 do not include dividends of 5,889 thousand yen paid to the trust accountof the employee shareholding association. This is because the shares of the company
preparing consolidated financial statements, which are held by the trust account of theemployee shareholding association, are recognized as treasury stocks.
Resolution

25
Notes to consolidated financial statements

2010 share options
Common stocks
202,000 shares
77,908 thousand yen

Convocation NoticeBusiness Reports
Reference Documents for
General Meeting of Shareholders(Notes to financial instruments)
1. Status of financial instruments
As for fund investments, our Group limits to short-term deposits, etc. and procures funds throughloans provided by financial institutions, such as banks.
The credit risk involved in notes receivable and trade accounts receivable are reduced inaccordance with the credit control regulations. Investment securities mainly consist of shares, andmarket prices of listed shares are evaluated quarterly.
Loans payable are used for working funds, capital investment, and M&A, and interest rate swaps
are adopted to prevent interest rate fluctuation risks in long-term loans and thereby the amount ofinterest payment is fixed. Derivative transactions are made within the scope of actual demand
pursuant to the internal management regulations.

Consolidated
Financial Statements

Class of shares subject to the share options
Number of shares subject to the share options
Balance of share options

Financial Statements

3. Share options at the end of this accounting period

Audit Report(2) Among dividends whose record date within this consolidated accounting period, those having
an effective date within the following consolidated accounting period (scheduled).
Class of
Total
Source ofDividends
Effective
Resolution
Record datesharesdividends
dividends
per sharedate
May 12, 2014
977,456
Board ofCommonRetained
March 31,
May 30,thousand30.00 yen
Directors’
stockearnings
2014
2014
yen
Meeting(Note) Total dividends do not include dividends of 4,617 thousand yen paid to the trust account of
the employee shareholding association. This is because shares of the company preparing
consolidated financial statements, which are held by the trust account of the employee
shareholding association, are recognized as treasury stocks.

26
Notes to consolidated financial statements

2. Market value, etc. of financial instruments
The amount, market value, and their difference reported on the consolidated balance sheet on
March 31, 2014 (consolidated fiscal closing date for the current fiscal year) are as follows:(Thousands of yen)Amount on
consolidated financial Market value (*1)
Difference
statements (*1)
(1) Cash and cash equivalents
9,640,822
9,640,822–(2) Notes receivable and11,319,253
11,319,253–
accounts receivable-trade(3) Investment securities
Other securities
146,439
146,439–(4) Notes payable and accounts-3,643,600-3,643,600–
payable-trade(5) Short-term loans payable-495, 309
-495, 309–
(6) Accounts payable-other-1,516,928-1,516,928–(7) Income taxes payable-2,635,102-2,635,102–(8) Long-term loans payable(including current portion-5,562,971-5,570,282
7,311
of long-term loans payable)(9) Derivative transactions
Those subject to hedge-188,522-188,522–
accounting (*2)(*1) Those included in liabilities are shown in parentheses.
(*2) Net receivables and payables resulting from derivative transactions are shown at net amount,and items which become net payables in total are shown in parentheses.
(Notes) 1. Methods for calculating market values of financial instruments, as well as securities andderivative transactions(1) Cash and cash equivalents, as well as (2) Notes receivable and accounts receivabletrade
These items are settled in a short term and market values thereof are almost
equivalent to their book values. Therefore, these are stated at their book values.
(3) Investment securities and other securities
Market values of these items are stated at prices of stock exchanges, and investment
trusts are stated at prices presented by financial institutions we have transactions with.
(4) Notes payable and accounts payable-trade, (5) Short-term loans payable, (6) Accounts
payable-other, and (7) Income taxes payable
These items are settled in a short term and market values thereof are almost
equivalent to their book values. Therefore, these are stated at their book values.
(8) Long-term loans payable (including current portion of long-term loans payable)
Market values of Long-term loans payable (including current portion of long-termloans payable) are stated in accordance with a method where the total amount of theprincipal and interest is discounted at an interest rate assumed in case new loans of a27
Notes to consolidated financial statements

Furiate-shori(allocationaccounting)for foreignexchange
forwardcontracts)

Forwardcontracts
Selling
contracts
Foreignexchange
forwardcontracts
Selling
contracts
US dollars

Precious
metal
products

14,178,694

Accounts
receivabletrade

1,549

–

1,572

Stated at theforwardexchange rate

(Note) 2. Unlisted shares (9,864 thousand yen on the consolidated balance sheet) and shares ofaffiliated companies (15,000 thousand yen on the consolidated balance sheet) have nomarket prices and their future cash flows cannot be estimated. Because of this, weconsider it is very difficult to know market values and therefore, such shares are notincluded in “(3) Investment securities.”(Notes to information per share)
Net assets per share
Net income per share

1,426.55 yen
183.43 yen(Notes to significant subsequent events)
Not applicable28
Notes to consolidated financial statements

Convocation NoticeBusiness Reports
Reference Documents for
General Meeting of Shareholders(Notes to lease real estate)
Not stated because of its relative unimportance

Consolidated
Financial Statements

Principle
processing
methods

Methods forcalculating
Market valuessuchmarketMore thanvaluesone yearStated at the
price–
14,367,193
presented bytrade partners

Contract amount, etc.

Financial Statements

Hedge
Types, etc. ofMajor hedged
accounting
derivative
targets
methodstransactions

Audit Reportsimilar nature are provided.
(9) Derivative transactions
1) Those which are not subject to hedge accounting
Not applicable2) Those which are subject to hedge accounting
The contract amount, etc. on consolidated fiscal closing date by hedge accounting
method are as follows:(Thousands of yen)

Financial statements
Balance sheet (as of March 31, 2014)
Account(Thousands of yen)AmountAccount
AmountASSETSLIABILITIESCurrent liabilities
520,268
Current assets
12,130,820
Short-term loans payable
445,309
Cash and deposits
809,646
Current portion of long-term
20,000
Deferred tax assets
10,882loans payable
Accounts payable-other
27,649
Short-term loans to affiliated9,890,652
Accrued expenses
3,486
companies
Provision for directors’ bonuses
20,400Accounts receivable-other
2,327
Other
3,422
Income taxes receivable
1,417,271
Noncurrent liabilities
5,070,000
Long-term loans payable
5,070,000
Other
39
Total liabilities
5,590,268
Noncurrent assets
34,386,710
NET ASSETS
Property, plant and equipment
6,838,247
Shareholders’ equity
40,849,354
Capitalstock
4,480,817
Buildings
3,395,224
Capital surplus
23,081,985
Tools, equipment and fixtures309
Capital reserve
6,054,118
Land
3,442,714
Other capital surplus
17,027,866
Retainedearnings
18,670,861
Intangible assets
13,186
Other retained earnings
18,670,861
Software13,186
Retained earnings carried
18,670,861
forward
Investments and other assets
27,535,276
Treasury stock-5,384,309
Shares of affiliated companies
27,509,040
Subscription rights to shares
77,908Deferred tax assets
26,235TOTAL NET ASSETS
40,927,262
TOTAL LIABILITIES AND
Total assets
46,517,530
46,517,530
NET ASSETS(Note) Amounts less than one thousand yen are omitted.

29
Balance sheet

48,680
7,116,949

591
1,137
94,700
5,744
8,580

591

95,837
7,021,703
14,324
7,007,379

Convocation Notice

22,08026,600Business Reports

78,658

Consolidated
Financial Statements

47,921
26,6004,137

Reference Documents for
General Meeting of Shareholders

Audit Report

Ordinary income
Extraordinary income
Gains on sale of noncurrent assets
Extraordinary loss
Losses on retirement of noncurrent assets
Impairment losses
Net income before income taxes
Income taxes-current
Income taxes-deferred
Net income(Note) Amounts less than one thousand yen are omitted.

(Thousands of yen)Amount8,189,102
1,102,131
7,086,971

Financial Statements

Statements of income (April 1, 2013 to March 31, 2014)
Account
Operating income
Operating expenses
Operating income
Non-operating income
Interest income
Rent income
Other
Non-operating expenses
Interest expenses
Depreciation expenses for assets lent

30
Statements of income

Statements of changes in shareholders’ equity (April 1, 2013 to March 31, 2014)(Thousands of yen)
Shareholders’ equity
Retained
Capital surplus
earnings
Other retained
earnings
Other capital
Capital reserve
Retained
surplusearnings carriedforwardCapital stock

Balance at April
1, 2013
Changes during
the period
Dividends fromsurplus
Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanshareholders’equity during
the period
Total changes
during the period
Balance at March
31, 2014

Balance at April
1, 2013
Changes during
the period
Dividends fromsurplus
Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanshareholders’equity during
the period
Total changes
during the period
Balance at March
31, 2014

4,480,817

6,054,118

17,006,832

13,614,615

Treasury stock-5,507,133

Total
shareholders’equity35,649,250-1,951,133-1,951,133

7,007,379

7,007,379

21,034-1,501-1,501

124,325

145,360––

21,034

5,056,245

122,823

5,200,104

4,480,817

6,054,118

17,027,866

18,670,861-5,384,309

40,849,354

Subscription
rights to shares

Total net assets

77,90835,727,158-1,951,133
7,007,379-1,501
145,360–––

5,200,104

77,90840,927,262

31
Statements of changes in shareholders’ equity(Note) Amounts less than one thousand yen are
omitted.

3. Accounting standards for provisions
Provision for bonuses

Provision for director’s bonuses: To allow for the payment of bonuses to
employees, subsidiaries records the standard for
estimated amounts of bonuses to be paid.
: To allow for the payment of bonuses to directors,
subsidiaries records the standard for estimatedamounts of bonuses to be paid.

4. Other important items for preparing financial statements
1) Hedge accounting
Hedge accounting methods: The company accounts for hedging activities
under deferral hedge accounting. Furiate-shori(accounting method in which the current andforward rate difference is allocated by period
length for the calculation at the accounting
period) is applied to forward foreign exchange
contracts which conform to the requirements ofsuch hedge accounting. Exceptional processing
is adopted if requirements of exceptional
processing for interest rate swaps are satisfied.
Hedging instruments and targets
Hedging instruments: Currency swap, Interest rate swap

32
Notes to non-consolidated financial statements

Convocation NoticeBusiness Reports
Consolidated
Financial Statements
Financial Statements

2. Depreciation methods for noncurrent asset
Property, plant and equipment: Declining-balance method (Straight-line method
for buildings (excluding structures annexed tobuildings))
Assets with acquisition amount of 100 thousand
yen or more to less than 200 thousand yen are
depreciated for three years using the straightline method.
Intangible assets: Straight-line method
Software for internal use is amortized under thestraight-line method based on the period forwhich our company can use such software (5years or less).

Audit Report

1. Valuation standards and valuation methods for assets
Securities
Shares of subsidiaries: Cost mainly determined by the moving-averagemethod.

Reference Documents for
General Meeting of Shareholders

Notes to non-consolidated financial statements(Notes to significant accounting policies)Hedged targets
Hedge policy: Payment amount of long-term loans payable: To reduce risk, the company hedges pricefluctuation risk and exchange rate risk based oninternal rules.
Methods for valuation of appropriateness for hedging:
During the start of hedging to the judgment ofappropriateness, accumulated rate fluctuations in hedge
targets and hedge items are compared and thenvaluation is made on the basis of the amount of changes
in hedge targets and hedge item. For currency swaps
subject to furiate-shori and interest rate swaps subject
to exceptional processing, the valuation of
appropriateness is omitted.
2) Accounting method for consumption taxes : Consumption taxes are accounted for using thenet method of reporting.
(Notes to balance sheet)
1. Accumulated depreciation of property, plant and equipment 1,121,511 thousand yen
2. Monetary claims and monetary obligations related to affiliated companies
Short-term monetary claims
9,892,979 thousand yen
Short-term monetary obligations
13,042 thousand yen(Notes to statements of income)Amount of transaction with affiliated companies
Amount of operating transactions with affiliated companies
Operating income
Amount of other operating transactions
Amount of transactions other than operating transactions

8,189,102 thousand yen
86,091 thousand yen
74,480 thousand yen(Notes to statements of changes in shareholders’ equity)
Class and number of treasury stocks
Number of shares Number of shares Number of shares Number of sharesat the beginning
increased during
decreased during at the end of this
this fiscal year
fiscal year
Class of shares of this fiscal year this fiscal year
(Thousands of(Thousands of(Thousands of(Thousands ofshares)shares)shares)shares)Common stocks
3,756
0
84
3,672
Total
3,756
0
84
3,672
(Notes) 1. Zero thousand shares out of increased treasury stocks of common stocks are increased
due to the purchase of shares less than one unit.
2. 84 thousand shares out of decreased treasury stocks of common stocks are decreased
due to sale to the employee shareholding association from the trust account of theemployee shareholding association.

33
Notes to non-consolidated financial statements

Details oftransaction

Debt guarantee
Debt guarantee provided for bankprovidedloans to ourcompany
Collection ofloaned funds
Support of funds
Loan of funds(Note 1)
Management
Management
guidance
guidance(Note 2)
Receipt ofReceipt ofdividends
dividends

Amount oftransaction(Thousands ofyen)
100,000

11,151,142
9,890,652

Account

Term-endbalance(Thousands ofyen)–
Short-termloans toaffiliatedcompanies–

9,890,652

745,500––

7,000,000––

Transaction terms and conditions and policy, etc. to determine terms and conditions fortransactions(Note 1) As for loans of funds, we reasonably determine interest rates taking into consideration
market interest rates.
(Note 2) We determine prices and other terms and conditions for transactions by reference toprevailing market interest rates, etc.
(2) Officers and major individual shareholders
Category

Name ofcompany, etc. Voting right (%)
or person

Relationshipwith relatedparties

Details oftransaction

Amount oftransaction(Thousands ofyen)

Officer

Mitsuharu
Terayama

Owned
Direct 2.7%
Indirect 32.7%

Sale of land

Sale of land
(Note)

29,000Account

Term-endbalance(Thousands of
yen)

-

-

Transaction Terms and conditions and policy, etc. to determine terms and conditions for thetransactions(Note) The value of sale of land is determined by reference to a price appraised by a real estateappraiser.

34
Notes to non-consolidated financial statements

Consolidated
Financial Statements

Owned
Direct 100%

Relationshipwith relatedparties

Financial Statements

Subsidiary

Asahi Pretec
Corp.

Voting rights(%)

Audit Report

Category

Name ofcompanies

Reference Documents for
General Meeting of Shareholders(Notes to transactions with related parties)(1) Subsidiaries and affiliated companies, etc.

Business Reports

Convocation Notice(Notes to tax effect accounting)Breakdowns of main items causing deferred tax assets and deferred tax liabilities
Deferred tax assets
Losses carried-forward for tax purposes
26,235 thousand yen
Business tax
2,427 thousand yen
Provision for directors’ bonuses
7,270 thousand yen
Other1.184 thousand yen
Total deferred tax assets
37,118 thousand yen
Net deferred tax assets
37,118 thousand yen

(Notes to information per share)
Net assets per share
Net income per share(Notes to significant subsequent events)
Not applicable35
Notes to non-consolidated financial statements

1,253.74 yen
215.34 yenIndependent Auditor’s Report
May 8, 201436
Transcript of accounting auditor’s audit report on consolidated financial statements

Consolidated
Financial Statements

Pursuant to Article 444, paragraph 4 of the Companies Act, we have audited the consolidated
financial statements, namely the consolidated balance sheet, the consolidated statement of income,and the consolidated statement of changes in shareholders’ equity of Asahi Holdings, Inc. for the
consolidated fiscal year from April 1, 2013 to March 31, 2014, including notes to the consolidated
financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial
statements in conformity with corporate accounting principles generally accepted in Japan. This
includes the improvement and application of the internal control that management deemed necessary
to prepare and fairly present consolidated financial statements that are free from material
misstatements caused by fraud or error.
Auditors’ Responsibility
Our responsibility is to express independent opinions on consolidated financial statements based on
our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we draw up a plan and perform the audit pursuant to the plan to obtainreasonable assurance about whether the consolidated financial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the consolidated financial statements. Audit procedures are selected and applied depending on
auditor judgment on the basis of the assessment of the risks of material misstatements of theconsolidated financial statements arising from fraud or error. The purpose of the audit of theconsolidated financial statements is not to express an opinion on the validity of internal control, but
in assessing the risks, the auditors consider internal control relevant to the preparation and fairpresentation of the consolidated financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the accounting policies adopted
by management, application methods therefor and estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Audit Opinion
In our opinion, the consolidated financial statements referred to the above present fairly, in all

Financial Statements

Ken Tarui

Audit Report

Mitsuo Cho

Reference Documents for
General Meeting of Shareholders

Ernst & Young ShinNihon LLC
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Business Reports

To the Board of Directors of
Asahi Holdings, Inc.

Convocation Notice

Audit Reports
Transcript of accounting auditor’s audit report on consolidated financial statements

material respects, the assets as well as income and losses in the period pertaining to consolidated
financial statements of the corporate group which consists of Asahi Holdings, Inc. and its
consolidated subsidiaries in conformity with corporate accounting principles generally accepted inJapan.
Interests
There are no interests between the Company and us or engagement partners, which should be statedin compliance with the Certified Public Accountants Act.

37
Transcript of accounting auditor’s audit report on consolidated financial statements

Ken Tarui

Pursuant to Article 436, paragraph 2, item 1 of the Companies Act, we have audited the financial
statements, namely the balance sheet, the statements of income, and the statements of changes inshareholders’ equity of Asahi Holdings, Inc. for the 5th fiscal year from April 1, 2013 to March 31,
2014, including notes to nonconsolidated financial statements and supplementary schedules thereto.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of financial statements andsupplementary schedules thereto in conformity with corporate accounting principles generally
accepted in Japan. This includes the improvement and application of the internal control thatmanagement deemed necessary to prepare and fairly present financial statements and supplementaryschedules thereto that are free from material misstatements caused by fraud or error.
Auditors’ Responsibility
Our responsibility is to express independent opinions on financial statements and supplementaryschedules thereto based on our audit. We conducted our audit in accordance with auditing standards
generally accepted in Japan. Those standards require that we draw up a plan and perform the audit
pursuant to the plan to obtain reasonable assurance about whether the financial statements and the
supplementary schedules thereto are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements and the supplementary schedules thereto. Audit procedures are selected
and applied depending on auditors’ judgment on the basis of the assessment of the risks of material
misstatements of the financial statements and the supplementary schedules thereto arising from fraud
or error. The purpose of the audit of the financial statements and the supplementary schedules thereto
is not to express an opinion on the validity of internal control, but in assessing the risks, the auditors
consider internal control relevant to the preparation and fair presentation of the financial statements
and the supplementary schedules thereto in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the accounting policies adopted by management,
application methods therefor and estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Audit Opinion
In our opinion, the financial statements and the supplementary schedules thereto referred to theabove present fairly, in all material respects, the assets as well as income and losses in the period

38
Transcript of accounting auditor’s audit report

Business Reports

Mitsuo Cho

Consolidated
Financial Statements

Ernst & Young ShinNihon LLC
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Financial Statements

To the Board of Directors of
Asahi Holdings, Inc.

Audit Report

May 8, 2014

Reference Documents for
General Meeting of Shareholders

Independent Auditor’s Report

Convocation NoticeTranscript of accounting auditor’s audit reportpertaining to such financial statements and the supplementary schedules thereto in conformity withcorporate accounting principles generally accepted in Japan.
Interests
There are no interests between the Company and us or engagement partners, which should be statedin compliance with the Certified Public Accountants Act.

39
Transcript of accounting auditor’s audit report40
Transcript of Board of Corporate Auditors’ audit report

Business Reports
Consolidated
Financial Statements
Financial Statements

1. Method and Contents of Audit by Corporate Auditors and the Board of Corporate Auditors
The Board of Corporate Auditors has established the audit policies, assignment of duties, etc. andreceived a report from each corporate auditor regarding the status of implementation of theiraudits and results thereof. In addition, the Board of Corporate Auditors has received reports fromthe directors, etc. and the accounting auditor regarding the status of performance of their duties,
and requested explanations as necessary.
In conformity with the corporate auditors auditing standards established by the Board of
Corporate Auditors, and in accordance with the audit policies and assignment of duties, etc., eachcorporate auditor endeavored to facilitate a mutual understanding with the directors, the internal
audit division and other employees, etc., endeavored to collect information and maintain andimprove the audit environment, has attended the meetings of the board of directors and otherimportant meetings, received reports on the status of performance of duties from the directors andother employees and requested explanations as necessary, examined important approval/decision
documents, and inspected the status of the corporate affairs and assets at the head office and otherprincipal business locations. Also, each auditor periodically reported by directors and employees
about the establishment and application of the details of board of directors' resolutions and thesystem established based on such resolutions (internal control system) in connection with thesystem to ensure that the exercise of duties by directors complies with laws and the Article of
Incorporation as described in the business report and the establishment of a system as set forth in
Article 100 paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act as being
necessary for ensuring the appropriateness of the corporate affairs of a joint stock company(kabushiki kaisha), and then each auditor requested explanations as necessary and expressed
opinions. With respect to the subsidiaries, each corporate auditor endeavored to facilitate a mutual
understanding and exchanged information with the directors and corporate auditors, etc. of eachsubsidiary and received from subsidiaries reports on their respective business as necessary. Basedon the above-described methods, each corporate auditor examined the business report andsupplementary schedules thereto for the fiscal year under consideration.
In addition, each corporate auditor monitored and verified whether the accounting auditor
maintained its independence and properly conducted its audit, received a report from theaccounting auditor on the status of its performance of duties, and requested explanations asnecessary. Each Corporate auditor was notified by the accounting auditor that it had established a“system to ensure that the performance of duties of the accounting auditor was properly
conducted” (the matters listed in the items of Article 131 of the Company Accounting
Regulations) in accordance with the “Quality Control Standards for Audits” (Business Accounting
Council on October 28, 2005), and requested explanations as necessary. Based on the above-

Audit Report

With respect to the directors’ performance of their duties during the 5th fiscal year (from April 1,2013 to March 31, 2014), the Board of Corporate Auditors, with a consensus of opinion of all
corporate auditors, has prepared this audit report after deliberations based on the audit reports
prepared by each corporate auditor, and hereby report as follows:

Reference Documents for
General Meeting of Shareholders

Audit Report

Convocation NoticeTranscript of Board of Corporate Auditors’ audit reportdescribed methods, each corporate auditor examined the financial statements (balance sheet,statements of income, statements of changes in shareholders’ equity, and notes to financial
statements) and the supplementary schedules thereto, as well as the consolidated financial
statements (consolidated balance sheet, consolidated statements of income, consolidated
statements of changes in shareholders’ equity, and notes to consolidated financial statements), forthe fiscal year under consideration.
2. Results of Audit(1) Results of audit of business report, etc.
(i) We acknowledge that the business report and the supplementary schedules thereto fairly
present the status of the Company in conformity with the applicable laws and regulations
and the articles of incorporation of the company.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or
regulation or the articles of incorporation of the company was found with respect to thedirectors’ performance of their duties.
(iii)We acknowledge that the Board of Directors’ resolutions with respect to the internal control
systems are appropriate. We did not find any matter to be mentioned with respect to thedirectors’ performance of their duties concerning the internal control systems.
(2) Results of audit of accounting documents and supplementary schedules thereto
We acknowledge that the methods and results of audit performed by the accounting auditor,
Ernst & Young ShinNihon LLC, are appropriate.
(3) Results of audit of consolidated financial statements
We acknowledge that the methods and results of audit performed by the accounting auditor,
Ernst & Young ShinNihon LLC, are appropriate.
May 12, 2014
Board of Corporate Auditors, Asahi Holdings, Inc.
Full-time Corporate Auditor : Yukio Tanabe
Corporate Auditor: Kazuhiko Tokumine
Corporate Auditor: Junzo Kojima(Note) Corporate Auditor Kazuhiko Tokumine and Junzo Kojima are outside auditors set forth
Article 2, item 16 and Article 335, paragraph 3 of the Companies Act.

41
Transcript of Board of Corporate Auditors’ audit report

882,345
sharesBusiness Reports

October 1973: Senior Managing Director of Asahi
Pretec Corp.
May 1981:
Appointed as Representative
Director and President of Asahi
PretecApril 2009:
Appointed as Representative
Director and President of Asahi
Holdings, Inc.
Mitsuharu Terayama
April 2011:
Appointed as CEO & COO of(March 10, 1940)
Asahi Holdings
To be Reelected
April 2011:
Appointed as Chairman and
Director of Asahi Pretec (topresent)
June 2012:
Appointed as CEO of Asahi
Holdings (to present)● Important concurrent assignment
Appointed as Chairman and Director of Asahi
PretecOwnershipof Shares

Financial Statements

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Reference Documents for
General Meeting of Shareholders

1

Name(Date of birth)

Audit Report

Candidate
No.

Consolidated
Financial Statements

Proposal
Election of Seven Directors
All seven Directors expire their term of office at the time of the end of this General Meeting of
Shareholders.
We propose the election of seven Directors.
Candidates of the Directors are as follows:

Convocation Notice

Reference Documents for General Meeting of Shareholders

42
Proposal for election of directors

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)
April 1999:
June 2001:

2

Joined Asahi Pretec Corp.
Appointed as Director and General
Manager of General Affairs
Department of Asahi Pretec
April 2004:
Appointed as Director and General
Manager of Environmental
Business Division and concurrently
serving as General Manager ofBusiness Coordination Division of
Asahi Pretec
Yoshikatsu Takeuchi
March 2006: Appointed as Director and General(January 1, 1956)
Manager of Environmental
To be Reelected
Recycling Business Division of
Asahi Pretec
May 2008:
Appointed as Representative
Director and President of Japan
Waste Corporation (to present)
April 2009:
Appointed as Director of Asahi
Holdings, Inc. (to present)● Important concurrent assignment
Representative Director and President of Japan
Waste

Ownershipof Shares

43
Proposal for election of directors

5,050
sharesOwnershipof Shares

1,500
shares4

February 2001: Joined Asahi Pretec Corp.
July 2001:
Appointed as General Manager of
Production Technology &Engineering Department of Asahi
PretecApril 2007:
Appointed as General Manager ofTechnology Support & Production
Masaki Hirano
Management Division of Asahi(December 25, 1953)
PretecTo be Reelected
June 2007:
Appointed as Director and General
Manager of Technology Support &Production Management Divisionof Asahi Pretec
April 2012:
Appointed as Director of Asahi
Pretec (to present)
June 2012:
Appointed as Director of Asahi
Holdings, Inc. (to present)

3,000
sharesFinancial Statements

Consolidated
Financial Statements

3

February 2001: Joined Asahi Pretec Corp.
June 2006:
Appointed as Director and General
Manager of Administration
Division of Asahi Pretec
April 2009:
Appointed as Director and General
Manager of Corporate
Development & Administration
Division of Asahi Holdings, Inc.
June 2010:
Appointed as Director and General
Tomoya Higashiura
Manager of Precious Metal(January 26, 1961)
Recycling Business Division of
To be Reelected
Asahi Pretec
April 2011:
Appointed as Director of Asahi
Holdings (to present)
January 2012: Appointed as Director of Asahi
Pretec (to present)
April 2013:
Appointed as Director of Japan
Waste Corporation (to present)● Important concurrent assignment
Director of Asahi Pretec
Director of Japan Waste

Reference Documents for
General Meeting of Shareholders
44

Proposal for election of directors

Convocation Notice

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Business Reports

Name(Date of birth)

Audit Report

CandidateNo.

Candidate
No.

5

6

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings
Ownership(Important concurrent assignment)of SharesJune 2011:
Joined Asahi Pretec Corp.
Appointed as General Manager ofInformation Technology
Department of Asahi Pretec
Appointed as Chief Information
Officer of Asahi Holdings group
April 2012:
Appointed as General Manager of
Keitaro Shigemasa
Information Technology
1,000(February 15, 1965)
Department of Asahi Holdings, Inc.
sharesTo be Reelected
July 2012:
Appointed as General Manager ofPlanning & Communication
Department of Asahi Holdings
June 2013:
Appointed as Director and General
Manager of Planning &Communication Department of
Asahi Holdings (to present)
July 2008:
Joined Asahi Pretec Corp.
October 2008: Appointed as Deputy Head ofTechnology Support & Production
Management Division of Asahi
Pretec Corp.
Kazuo Kawabata April 2012:
Appointed as General Manager of(April 20, 1957)
Techno Center of Asahi Pretec
To be Newly elected
Corp.
April 2013:
Appointed as Director and General
Manager of Techno Center of Asahi
Pretec Corp. (to present)● Important concurrent assignment
Director of Asahi Pretec Corp.

45
Proposal for election of directors

4,000
shares7

Shoji Morii
June 2006:(February 12, 1948)
To be Reelected

June 2009:
June 2010:

1,000
sharesReference Documents for
General Meeting of Shareholders(Notes) 1. There are no special interests between candidates and our company.
2. Special notes for a candidate for Outside Director
1) Shoji Morii is a candidate for Outside Director.
2) He has professional expertise and experience, including a finance field. We ask
shareholders to elect him as Outside Director for his expected useful opinions.
3) He is now an Outside Director of our company. His term of office as Outside Director isfour years at the time of the termination of this General Meeting of Shareholders.
4) Our company and he signed a contract that limits the liability for compensation fordamage set forth in Article 423, paragraph 1 of the Companies Act under provisions set
forth in Article 427, paragraph 1 of the same Act. The limit amount of the liability forcompensation for damage under such a contract is determined to be the minimum
liability amount stipulated in Article 425, paragraph 1 of the Companies Act and when
he is reappointed, our company will continue the said contract with him.
5) Our company filed Shoji Morii as an independent board member under the provisions of
the Tokyo Stock Exchange and he will continue to be an independent board member if
this proposal is approved and appointed as Outside Director.

Convocation Notice

June 2001:

Joined Sumitomo Trust andBanking Co., Ltd.
Appointed as Corporate Officer andGeneral Manager of Kyoto Branchof Sumitomo Trust and Banking
Co., Ltd.
Appointed as Representative
Director and President of Kobe
Airport Terminal Co., Ltd.
Representative Director andPresident of Kaijo Access Co., Ltd
Appointed as Outside Director of
Asahi Pretec Corp.
Appointed as Outside Director of
Asahi Holdings, Inc. (to present)

Business Reports

April 1972:

Ownershipof Shares

Consolidated
Financial Statements

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Financial Statements

Name(Date of birth)

Audit Report

CandidateNo.

46
Proposal for election of directors

Memos47
MemosMemos48
Memos

The 5th Annual General Meeting of Shareholders
Venue

KOBE PORTOPIA HOTEL
10-1, 6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo“Kairaku-no-ma” on the basement floor, Main Building
Tel: 078-302-1111

Access● Kobe New Transit, Port Island Line (Port Liner)
About 10 minutes from “Sannomiya Station” to “Simin Hiroba Station”
About 5 minutes on foot from “Shimin Hiroba Station”*Shuttle bus
Shuttle buses for KOBE PORTOPIA HOTEL are running from MINT KOBE 1F (Sannomiya
Bus Terminal) on the south of JR Sannomiya Station. For more details, please access thewebsite of KOBE PORTOPIA HOTEL or contact the hotel at tel.078-302-1111.

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