Asahi Group Holdings, Ltd.
Articles of Incorporation

Articles of Incorporation of Asahi Group Holdings, Ltd.
Chapter 1. General provisions
Article 1. Trade name
The name of the Company shall be ASAHI GROUP HOLDINGS, KABUSHIKI
KAISHA, and it shall be written in English as Asahi Group Holdings, Ltd.
Article 2. Purpose
1. The purpose of the Company shall be to control or manage through the ownershipof shares or equity the business activities of companies (including foreign companies),
associations (including foreign entities similar to associations), and similar business
entities engaged in the following business.
(1) Manufacture and sale of beer and other alcoholic beverages(2) Manufacture and sale of soft and other drinks(3) Manufacture and sale of pharmaceuticals, quasi-drugs, test reagents for use
in examinations, medical implements, veterinary pharmaceuticals, andcosmetic products(4) Manufacture and sale of products involving the use of micro-organisms andproducts involving the use of biochemistry including enzyme preparations(5) Manufacture and sale of foods and food additives(6) Production, processing, and sale of agricultural products including fruits,
vegetables, and grains, etc.
(7) Production and sale of cow milk and livestock as well as manufacture,processing, and sale of dairy products(8) Manufacture and sale of fertilizer and feedstuffs(9) Sale and purchase, leases, management, development, and usage of realestate and management in forestry(10) Manufacture and sale of glass bottles, other kinds of glass products, and bottle
lids, etc.
(11) Restaurant and cafe management(12) Cargo transportation by automobiles and warehousing business(13) Money lending, sale and purchase of securities, and guarantees for liabilities(14) Operation related to the manufacture, sale, and maintenance ofmanufacturing and vending facilities for liquors and beverages, etc.
(15) Management of sports facilities, including tennis courts and athletics clubs,and management of art museum facilities(16) Casualty insurance agency and life insurance solicitation business(17) All business incidental or related to the business in the preceding items
2. The Company may engage in all business of the items in the preceding Paragraphand all business incidental or related thereto.
Article 3. Location of head office
The Company shall have its head office at Sumida-ku, Tokyo.
Article 4. Organs
The Company shall have the following organs further to the general meeting ofshareholders and Directors.
(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Independent Accounting Auditors
Article 5. Method of public notices
Public notices of the Company shall be published electronically. Provided,
however, that if an electronic public notices is impracticable due to an accident or otherunavoidable reason, public notices shall be given in the Nihon Keizai Shimbun.
Chapter 2. Shares
Article 6. Total number of authorized shares
The total number of authorized shares to be issued by the Company shall be 2.9billion shares.
Article 7. Acquisition of treasury stock
The Company may acquire treasury stock through market transactions, etc.
pursuant to resolution of the Board of Directors of the Company.
Article 8. Number of One-Unit Shares
The number of shares which will constitute One-Unit Shares of the Company shallbe 100 shares.

Article 9. Request for the sale of Less-than-One-Unit Shares
Shareholders holding Less-than-One-Unit Shares of the Company may request
the Company to sell the number of shares which will together with the Less-than-OneUnit Shares, constitute One-Unit Shares of the Company.
Article 10. Transfer Agent
1. The Company shall have a transfer agent.
2. The transfer agent and its handling office shall be determined by resolution of theBoard of Directors of the Company and public notices shall be given thereof.
3. Preparing and keeping of the register of shareholders and the register of stockacquisition rights of the Company and such other administration concerning the registerof shareholders and the register of stock acquisition rights of the Company shall beentrusted to the transfer agent and not be handled by the Company.
Article 11. Share Handling Regulations
The handling of shares of the Company shall be governed by the provisions oflaws and regulations or the Articles of Incorporation of the Company, and the Share
Handling Regulations established by the Board of Directors of the Company.
Chapter 3. General meeting of shareholders
Article 12. Convocation
An annual general meeting of shareholders shall be convened in March of eachyear. An extraordinary general meeting of shareholders shall be convened whenevernecessary.
Article 13. Record date
The Company shall deem any shareholder holding voting rights registered in thefinal register of shareholders on December 31 of each year is entitled to exercise theirvoting rights at the annual general meeting of shareholders concerning that business year.
Article 14. Convocator and Chairman
1. Unless otherwise provided for by laws and regulations, the general meeting ofshareholders shall be convened and chaired by the President pursuant to resolution of theBoard of Directors of the Company.
2. If the President is unable to act, the other Directors shall preside in his placeaccording to the order determined in advance by resolution of the Board of Directors ofthe Company.
Article 15.
Measures for electronic provision of information, etc.
1. When convening a general meeting of shareholders, the Company shall takemeasures for the electronic provision of information contained in reference materials forgeneral meetings of shareholders, etc.
2. With respect to all or part of the matters for which measures for electronic
provision of information are to be taken as specified by the Ordinance of the Ministry ofJustice, the Company shall not be required to include such matters in the documents to bedelivered to shareholders who have made a request for document delivery by the record
date for voting rights.
Article 16. Exercising voting lights by proxy
1. Shareholders of the Company may exercise their voting rights by appointment of
one proxy who must be a holder of voting rights of the Company.
2. In the case referenced in the preceding Paragraph, the shareholder or the proxyshall submit to the Company documentary evidence of proxy authority at each general
meeting of shareholders.
Article 17. Method of resolution
1. Unless otherwise provided for by laws and regulations or the Articles ofIncorporation of the Company, resolution of the general meeting of shareholders shall be
adopted by a majority of voting rights of the shareholders present entitled to exercise theirvoting rights.
2. Resolution as defined in Paragraph 2 Article 309 of the Companies Act shall be
adopted by not less than two-third of the voting rights of the shareholders present who
hold not less than one-third of all shareholders entitled to exercise their voting rights at
the general meeting of shareholders.
Chapter 4. Directors and Board of Directors
Article 18. Number of Directors
The Company shall have not more than 15 Directors.

Article 19. Election of Directors
1. Directors shall be elected by resolution of the general meeting of shareholders.
2. For the purpose of resolution for the election of Directors, the attendance ofshareholders holding not less than one-third of all shareholders entitled to exercise theirvoting rights at the general meeting of shareholders, and a majority of voting rights ofshareholders so present shall be required.
3. No cumulative voting shall be used for resolution for the election of Directors.
Article 20. Term of office of Directors
Term of office of Directors shall expire at the conclusion of the annual general
meeting of shareholders held for the last business year ending within 1 year after theelection.
Article 21. Representative Director and Executive Directors
1. The Board of Directors of the Company shall appoint Representative Directorsby its resolution.
2. The Representative Directors shall represent the Corporation and execute thebusiness of the Company.
3. The Board of Directors of the Company may appoint one Chairman of the Board,
one President, and one or more Vice Chairman of the Board, Executive Vice Presidents,
Senior Managing Directors and Managing Directors as Executive Directors by its
resolution.
Article 22. Board of Directors
1. Unless otherwise provided for by laws and regulations, the Board of Directors ofthe Company shall be convened and chaired by the Chairman. Provided, however, if theChairman is unable to act, the other Directors shall preside in his place according to theorder determined in advance by resolution of the Board of Directors of the Company.
2. Convocation notice of the Board of Directors of the Company shall be sent toeach Director and Corporate Auditors at least three days prior to the date of the meeting.
Provided, however, that this period may be shortened in case of urgency.
3. Subject to prior consent of all Directors and Corporate Auditors, the Board ofDirectors of the Company may be held without a convocation procedure in the preceding
Paragraph.
Article 23. Omission of resolution of the Board of Directors

The Company shall deem that the matters to be resolved by the Board ofDirectors of the Company have been resolved by a resolution of the Board of Directorsof the Company if the requirements as defined in Article 370 of the Companies Act aresatisfied.
Article 24. Regulations of the Board of Directors
Matters concerning the Board of Directors of the Company shall be governed by
the provisions of laws and regulations or the Articles of Incorporation of the Companyand Regulations of the Board of Directors established by the Board of Directors of theCompany.
Article 25. Remunerations
Directors' remuneration, bonuses and other financial profits payable by theCompany as consideration for the execution of business ("Remunerations") shall be
determined by resolution of the general meeting of shareholders.
Article 26. Agreement limiting liability with Directors
The Company may, in accordance with the provision of Paragraph 1, Article 427of the Companies Act, conclude agreements with Directors (excluding ExecutiveDirectors, etc.) to limit the liability for damages pursuant to Paragraph 1, Article 423, ofthe Companies Act. Provided, however, that the liability limit amount under suchagreements shall be the higher of either a predetermined amount of not less than 10
million yen or the minimum liability amount provided for by laws and regulations.
Chapter 5. Corporate Auditors and Board of Auditors
Article 27. Number of Corporate Auditors
The Company shall have not more than 6 Corporate Auditors.
Article 28. Election of Corporate Auditors
1. Corporate Auditors shall be elected by resolution of the general meeting ofshareholders.
2. For the purpose of resolution for the election of Corporate Auditors, theattendance of shareholders holding not less than one-third of all shareholders entitled toexercise their voting rights at the general meeting of shareholders, and a majority ofvoting rights of shareholders so present shall be required.

Article 29. Term of office of Corporate Auditors
Term of office of Corporate Auditors shall expire at the conclusion of the annual
general meeting of shareholders held for the last business year ending last within 4 years
after the election.
Article 30. Standing Corporate Auditors
The Board of Corporate Auditors shall appoint Standing Corporate Auditorsfrom among Corporate Auditors.
Article 31. Board of Corporate Auditors
1. The Board of Corporate Auditors shall be convened by each Corporate Auditor.
2. Convocation notice of the Board of Corporate Auditors shall be sent to eachcorporate auditor at least three days prior to the date of the meeting. Provided, however,that this period can be shortened in case of urgency.
3. Subject to consent of all Corporate Auditors, the Board of Corporate Auditors canbe held without a convocation procedure in the preceding Paragraph.
Article 32. Regulations of the Board of Corporate Auditors
Matters concerning the Board of Corporate Auditors shall be governed by theprovisions of laws and regulations or the Articles of Incorporation of the Company andRegulations of the Board of Corporate Auditors established by the Board of CorporateAuditors.
Article 33. Remunerations
Remunerations of Corporate Auditors shall be determined by resolution of thegeneral meeting of shareholders.
Article 34. Agreement limiting liability with Corporate Auditors
The Company may, in accordance with the provisions of Paragraph 1, Article 427of the Companies Act, conclude agreements with Corporate Auditors to limit the liabilityfor damages pursuant to Paragraph 1, Article 423 of the Companies Act. Provided,however, that the liability limit amount under such agreements shall be the higher of eithera predetermined amount of not less than 10 million yen or the minimum liability amountprovided for by laws and regulations.

Chapter 6. Independent Accounting Auditors
Article 35. Election
Independent Accounting Auditors shall be elected by resolution of the general
meeting of shareholders.
Article 36. Term of office
1. Term of office of Independent Accounting Auditors shall expire at the conclusionof the annual general meeting of shareholders held for the last business year ending within
1 year after the election.
2. Unless otherwise resolved by the annual general meeting of shareholders in thepreceding Paragraph, Independent Accounting Auditors shall be deemed reappointed bysuch annual general meeting of shareholders.
Article 37. Remunerations
Remunerations of Independent Accounting Auditors shall be determined by theRepresentative Director subject to consent of the Board of Corporate Auditors.
Chapter 7. Accounts
Article 38. Business year
The business year of the Company shall commence on January 1 and end on
December 31 of each year.
Article 39. Dividends from surplus
1. The Company may, distribute dividends from surplus to shareholders andregistered share pledgees registered in the final register of shareholders on December 31of each year, by resolution of the general meeting of shareholders ("Year-EndDividends").
2. The Company may, distribute dividends from surplus pursuant to Paragraph 5,
Article 454 of the Companies Act, to shareholders and registered share pledgees
registered in the final register of shareholders on June 30 of each year, by resolution of
the Board of Directors of the Company ("Interim-Period-Dividends").
Article 40. Exclusion period for dividends
1. The Company shall be relieved of the obligation to pay Year-End Dividends andInterim-Period-Dividends if such dividends are not received within 5 full years after thecommencement date of payment thereof.
2. Dividends shall bear no interest.

Revision history
September 1, 1949
August 14, 1951
May 9, 1953
February 25, 1955
August 25, 1956
August 25, 1959
February 25, 1960
August 25, 1960
August 25, 1961
February 25, 1962
August 25, 1964
February 25, 1965
February 25, 1966
February 25, 1970
February 24, 1973
August 25, 1973
August 24, 1974
March 30, 1979
March 30, 1982

March 30, 1987March 30, 1988
March 30, 1989
March 28, 1991
March 30, 1993
March 30, 1994
March 28, 1996
March 28, 1997
March 27, 1998
March 30, 2000

EnactedComplete revision following the revision of the Commercial Code;revision of Articles 3 and 5
Revision of Articles 5, 6, and 11
Revision of Article 3
Revision of Article 5 and 7; rescission of Article 6
Revision of Article 5
Revision of Article 3; introduction of Article 10
Revision of Article 5
Revision of Article 5
Revision of Article 5
Revision of Articles 3 and 5
Revision of Article 16
Revision of Article 14
Revision of Article 20
Revision of Articles 2, 5, 7, and 23
Revision of Article 2
Revised following the revision of the Commercial Code;introduction of Articles 24 and 25
Revision of Article 16
Following the revision of the Commercial Code, revision ofArticles 9 and 11; introduction of Articles 7 and 22; revision ofArticles 2, 10, 12 , 13, 14, 17, 25, and 26
Revision of Articles 2 and 17
Revision of Articles 1, 5, 17, and 21
Revision of Article 17
Revision of Articles 8 through 13
Revision of Article 17
Revised following the revision of the Commercial Code;introduction of Chapter 5; revision of Chapter 4
Revision of Article 2
Revision of Article 5
Revision of Article 5; introduction of Article 5-2
Revision of Article 17

March 29, 2001
March 28, 2002

March 28, 2003
April 1, 2003
September 1, 2003
March 30, 2004
March 30, 2006
May 1, 2006
March 27, 2007
March 26, 2008
September 1, 2008
January 5, 2009
March 26, 2009
July 1, 2011
March 24, 2016
March 26, 2019
March 25, 2022
March 2, 2023
October 1, 2024

Revision of Article 5-2
Following the revision of the Commercial Code, rescission ofArticle 5-2; re-introduction of Article 5-2; rescission of Article 6;
introduction of Article 7; revision of Articles 9, 11, 18, and 24
Rescission of Article 5-2; revision of Articles 12, 25, 30, and 31
Introduction of Article 7-2; revision of Articles 9, 10, 11, and 16
Revision of Article 6
Introduction of Article 5-2
Revision of Articles 2, 4, and 5; rescission of Article 32
Completely revised following the enforcement of the Companies
Act.
Revision of Article 20; introduction of Articles 25 and 33
Introduction of Article 23
Revision of Article 3
Following the enforcement of electronic share certificates,
rescission of Article 9, Paragraph 1
Rescission of Article 9, Paragraph 10; revision of Articles 10, 11,12, 14, and 39
Revision of Article 1 and Article 2, Paragraph 1; introduction ofArticle 2, Paragraph 2
Introduction of Article 15; Following the revision of theCompanies Act, revision of Articles 26 and 34
Revision of Article 21
Rescission of Article 15; re-introduction of Article 15; Introductionof Supplementary provision Article 1
Rescission of Supplementary provision Article 1
Revision of Article 6