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 no responsibility for this translation or for any direct, indirect or consequential damage arising fromthis translation.

ARE Holdings, Inc.
(Stock code: 5857)

Notice of the 15th Annual General Meeting of Shareholders
Date and time:
10:30 a.m. on Tuesday, June 18, 2024
Reception opens at 10:00 a.m.
Venue:
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Proposals:
Proposal:

Election of One (1) Director (Excluding Director Serving as the Audit and Supervisory
Committee Member)

Please exercise your voting rights:
Voting rights at the General Meeting of Shareholders are an important right of shareholders. Please makesure to exercise your voting rights. Please see pages 7 to 9 for details.
- If you are attending the General Meeting of Shareholders:
Please submit the Voting Right Exercise Form at the reception desk upon arrival.
- If you are unable to attend the General Meeting of Shareholders:
Please exercise your voting rights in writing or via the Internet, etc.
Documents must arrive before 5:30 p.m. on Monday, June 17, 2024.

CoverMessage from the CEO
To Shareholders
Tomoya Higashiura,
Representative Director and President
I would like to express our cordial appreciation for your continuous support and loyal patronage.
I would also like to take the opportunity of sending this Notice of the 15th Annual General Meeting of
Shareholders to offer a short greeting.
On March 15, 2024, the bill for the “Act concerning the Advancement of Recycling Businesses, etc. toPromote Resource Circulation” was approved in the Cabinet meeting. Considering that recycling of
useful resources is effective for not only decarbonization but also resolution of social issues such as
economic security and regional revitalization, the bill requires business operators engaged in resource
circulation to increase their competitiveness. The Company has strived to renew its resolution to keep
moving forward by taking a serious approach to accepting and incorporating the needs of the modernera.
The volume of gold recycled by the Precious Metals Recycling Business of the Company doubled in
the past three years, and the business produced 30 tons of recycled gold in the previous fiscal year. If
our Bando Plant that produces recycled gold were to be considered as a gold mine, its production scale
would far exceed that of the largest gold mine in Japan and rank as the top fifth gold mine around theworld. While the efforts of our sales and plant personnel were an essential element of this achievement,in the background, there was the fact that the price of gold produced from our recycling activities grewhigher than that of gold produced from mines. We find it groundbreaking that the price of recycled
products exceeded that of products made of natural materials. This was achieved by our mechanism thatmaintains the current state of the natural environment, prevents resource depletion, emits little carbon
dioxide, and thus is compatible with circular economy and carbon neutrality. It could be said that thevalue for creating a new civilization has been discovered in recycling production. Such activities andachievements are what we pursue for the next generation in all business domains on a global basis.
In the Environmental Preservation Business, during the fiscal year under review, a share exchange wasconducted between Japan Waste Corporation, which was a consolidated subsidiary of the Company, andRenatus Co., Ltd., whereby Renatus became the wholly owning parent company, and Japan Waste
became the wholly owned subsidiary company, resulting in the Japan Waste business being classified
as discontinued operations for the fiscal year under review and the previous fiscal year. I expect thatJapan Waste Corporation’s nationwide network, which has been developed by the Company, will
increase the competitiveness of Renatus Co., Ltd. From the fiscal year ending March 31, 2025, Renatus
Co., Ltd. will be an equity method affiliate of the Company and its share of profit (loss) of investments
accounted for using equity method will be reported as part of operating profit (loss).
Revenue and operating profit in the 15th fiscal term were 322.2 billion yen and 12.3 billion yen
respectively, with year-end dividend decided to be 45 yen per share. In order to pursue realization ofshareholder value and resolution of social issues in the future at the same time, we drew our strategic
scenarios for 2030 in the “Mid to Long Term Plan & Aspiration” released on April 26. We will work
toward implementation of the plan and its aspiration. I hope that our shareholders will continue to giveus their support.

1
Message from the CEO

Contents
 Notice of the 15th Annual General Meeting of Shareholders ........................................................... 5
 Reference Documents for General Meeting of Shareholders.......................................................... 10
Proposal:

Election of One (1) Director (Excluding Director Serving as the Audit and Supervisory
Committee Member) Business Report .......................................................................................................................... 14
 Consolidated Financial Statements ............................................................................................. 38
 Non-consolidated Financial Statements ...................................................................................... 42
 Audit Reports .............................................................................................................................. 45
 TOPICS ........................................................................................................................................... 53

2
Contents

ASAHI WAY
Our Purpose: “Totally Committed to Protecting the Natural Environment and Preserving
Resources”

Our Credo
We conserve limited natural resources, preserve the global environment, and contribute to therealization of a sustainable world.
Our Corporate Values
















Cooperation with stakeholders
We constantly seek to earn even greater trust from shareholders, customers, business partners,
employees, and local communities as we work to preserve the natural environment.
Corporate governance with a balance of protective and proactive measures
We boldly promote growth strategies and business reform while securing transparency in decisionmaking and properly managing risk.
No growth without profit
We realize long-term improvement of shareholder value by ensuring the entire group grows andis profitable.
Trusted corporate brandWe aim to be widely recognized as an exemplary corporate group and to build a brand that willbe trusted over many years.
Addressing diverse risks
We strive to minimize risks and avert disasters by taking daily safety measures in workplaces andby constantly working to prevent accidents.
Highly motivated employees
We promote work-life balance for employees and continuously improve working environments
and conditions.
Strong sense of mission and high ethical standards
We strive to be an organization where employees take pride in their own work and executives
maintain a strong sense of mission and high ethical standards.
Being a company of good people
We value good employees over the long-term; our vision of a “good employee” is a person who
is not self-centered and who contributes to mutual prosperity and the development of the business.

Our Employee Principles






Innovate and embrace challenges
Put safety first
Maintain high quality
Promptly report (especially bad news)
Build trust and connection

3
Group Philosophy

The ARE Holdings Group Code of Conduct
1. We comply with all laws and regulations
2. We respect the dictates of social norms and our own conscience
3. We treat everyone equally, regardless of age, gender, nationality, race, religion, or othercharacteristics
4. We refrain from conducting any political or religious activities in the workplace
5. We treat customers with sincerity
6. We practice fair competition and optimal decision-making when selecting business partners
7. We respect the confidential information obtained through our work and avoid disclosing it
externally
8. We refrain from providing or receiving meals or gifts in pursuit of personal benefit
9. We act for the greater good, not for personal or affiliated parties’ gain
10. We focus on the actual sites, actual things, and actual facts

4Group Philosophy

Dear Shareholders:(Stock code: 5857)
June 3, 2024
4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi, JapanARE Holdings, Inc.
Tomoya Higashiura,
Representative Director and President

Notice of the 15th Annual General Meeting of Shareholders
This is to inform you that the 15th Annual General Meeting of Shareholders of ARE Holdings, Inc.
(hereinafter the “Company”) will be held at the following time and place.
In convening this General Meeting of Shareholders, the Company provides information contained in
the Reference Documents for General Meeting of Shareholders, etc., (matters to be provided
electronically) electronically and such matters are posted on the websites below. Please access eitherof them for confirmation.
[The Company’s website]
https://www.asahiholdings.com/ir/library/document/ (Japanese only)[The website for the General Meeting of Shareholders Materials]
https://d.sokai.jp/5857/teiji/ (Japanese only)
Instead of attending the meeting in person, you are entitled to exercise your voting rights via theInternet or in writing. You are kindly requested to read the reference documents and exercise
your voting rights by 5:30 p.m. on Monday, June 17, 2024, in accordance with the instructions
on the page 7 to 9.

1. Date and time:
2. Venue:

Details of the meeting
10:30 a.m. on Tuesday, June 18, 2024 (Reception will open at 10:00 a.m.)
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Please understand that souvenirs for shareholders who attend the meeting
will not be provided.

3. Meeting Agenda
Items to be reported: 1) Business Report, the consolidated financial statements and the resultsof audits of the consolidated financial statements by the Accounting
Auditor and the Audit and Supervisory Committee for the 15th fiscal
term (April 1, 2023 through March 31, 2024)
2) Report on non-consolidated financial statements for the 15th fiscal
term (April 1, 2023 through March 31, 2024)
Items to be resolved:
Proposal:
Election of One (1) Director (Excluding Director Serving as the Audit andSupervisory Committee Member)
5
Cover letter of convocation

Convocation Notice
Reference Documents for
General Meeting of Shareholders

If you attend the meeting, please submit the “Voting Right Exercise Form” at the reception desk
upon arrival.
In principle, shareholders are asked to confirm matters to be provided electronically on thewebsites on the previous page and the paper copy shall be sent only to shareholders who haverequested it by the record date. However, for this Annual General Meeting of Shareholders, theCompany will send the paper copy containing the matters to be provided electronically to allshareholders regardless of whether they have requested it or not. Of the matters to be provided
electronically, the following items are not included in the paper copy to be sent pursuant to theprovisions of laws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation of
the Company.
(i) Business Report: “Structure to ensure the appropriateness of business and status of operationof such structure”(ii) Consolidated financial statements: “Notes to consolidated financial statements”(iii) Non-consolidated financial statements: “Notes to non-consolidated financial statements”
Accordingly, Business Report, consolidated financial statements, and non-consolidated financial
statements included in the paper copy constitute part of the documents audited by the Accounting
Auditor and Audit and Supervisory Committee when preparing the accounting audit report andaudit report, respectively.
Should the matters to be provided electronically are revised, a notice to that effect as well as theoriginal and revised versions of the matters will be posted on the websites.

Business ReportAcceptance of Questions in Advance via Internet
We will accept questions from shareholders regarding the 15th Annual General Meeting of Shareholders as follows.
Among the received questions, those deemed to be of great interest to shareholders will be answered on the day of
the Annual General Meeting of Shareholders. We will be unable to provide individual answers to any questions thatremain unanswered, and appreciate your understanding in this regard.
Deadline: Questions entered by 6:00 p.m. on Monday, June 10, 2024
URL:
https://v.sokai.jp/5857/2024/arehd/

Consolidated Financial
Statements

How to log in: The ID is the eight-digit shareholder number (half-width digits) and the password is
the seven-digit zip code (half-width digits, no hyphen) of the shareholder’s address
registered with us.

Audit Reports

Financial Statements* Please take note of your shareholder number before sending the Voting Right Exercise Form by post.
* The website for accepting questions in advance is not available from 1:00 a.m. to 5:00 a.m. daily toaccommodate maintenance and inspection.

6
Cover letter of convocation

Guide to Exercising Voting Rights
If you are attending the General Meeting of Shareholders:
Please submit the Voting Right Exercise Form at the reception desk upon arrival.
In addition, please also bring this Notice.
If you are unable to attend the General Meeting of Shareholders:● Exercising your voting rights via the Internet
Please refer to the “Procedure for Exercising Voting Rights via the Internet” on the next page, andinput your vote for or against each proposal by the deadline for exercising voting rights below.
● Exercising your voting rights in writing (Voting Right Exercise Form)
Please indicate your vote for or against each proposal on the Voting Right Exercise Form and return
the Form by mailing it such that it arrives by the deadline for exercising voting rights below. If avote for or against is not indicated for any proposal when exercising voting rights in writing (Voting
Right Exercise Form), we will treat it as an indication of approval of the proposal.
Deadline for Exercising Voting Rights: 5:30 p.m. on Monday, June 17, 2024
Treatment of Voting Rights Exercised Multiple Times
If you have exercised your voting rights both via the Internet and in writing, those exercised
via the Internet will be considered as valid.
If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers
and/or smartphones, the final vote cast will be considered as valid.
Electronic Voting Platform for Institutional Investors
Nominee shareholders including banks specializing in asset and trust management/custody (including
standing proxy) may use with prior application the “Electronic Voting Platform” operated by ICJ Inc.
established by Tokyo Stock Exchange, Inc., and other entities, as a means to exercise their voting
rights electronically and participate in the General Meeting of Shareholders of the Company.

7
Guide to Exercising Voting Rights

Audit Reports

3. Treatment of Voting Rights Exercised Multiple Times(1) If you have exercised your voting rights both via the Internet and in writing, those exercised via
the Internet will be considered as valid.
(2) If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers
and/or smartphones, the final vote cast will be considered as valid.

Reference Documents for
General Meeting of Shareholders

2. Exercising Your Voting Rights via the Internet(1) By computers- At the Voting Rights Exercise Web Site (https://evote.tr.mufg.jp/), use the “log-in ID” and“temporary password” given on the Voting Right Exercise Form and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
- To protect against illegal access by persons other than qualified shareholders (“spoofing”) andthe manipulation of voting details, shareholders using the site may change their “temporary
password.”- Whenever a meeting of shareholders is convened, new “log-in IDs” and “temporary passwords”
will be issued.
(2) By smartphones- By scanning the “QR code for log-in” given on the Voting Right Exercise Form using
smartphones, you can automatically access the Voting Rights Exercise Web Site and exercise
your voting right. (There is no need to enter the “log-in ID” and “temporary password.”)- You may not be able to log in through QR code depending on a model of smartphone. When you
cannot log in through QR code, please exercise your voting rights by computers as indicated in
2. (1) above.
*QR Code is a registered trademark of DENSO WAVE CORPORATION.

Business Report(1) The exercise of voting rights via the Internet is possible only by accessing the Voting Rights
Exercise Web Site (https://evote.tr.mufg.jp/) designated by the Company either from a computeror a smartphone. (However, this Web site is not available from 2:30 a.m. to 4:30 a.m. daily.)(2) The exercise of voting rights using computers or smartphones may be disabled by operating
environments, including the use of a firewall when accessing the Internet, the use of antivirus
software, the use of a proxy server and/or if you have not designated the use of encryptedtransmission (TLS transmission).
(3) Although we will accept the exercise of voting rights via the Internet until 5:30 p.m. on Monday,
June 17, 2024, we recommend voting as early as possible. If you have any questions, pleasecontact our Help Desk.

Consolidated Financial
Statements

1. Voting Rights Exercise Web Site

Financial Statements

If you intend to exercise your voting rights via the Internet, please pay attention to the following notes.
If you are attending the meeting, no procedures to exercise voting rights in writing (Voting Right
Exercise Form) or via the Internet are necessary.

Convocation Notice

Procedure for Exercising Voting Rights via the Internet

8
Procedure for Exercising Voting Rights via the Internet

4. Costs Incurred in Accessing the Voting Rights Exercise Web Site
The costs incurred when accessing the Voting Rights Exercise Web Site such as Internet access fees
will be the responsibility of the shareholder.
5. Method of Receiving a Convocation Notice
Beginning with the next meeting of shareholders, shareholders will be given the option of receiving
their convocation notices via email. If you wish to receive your convocation notices in this manner,
please use a computer or a smartphone to access the Voting Rights Exercise Web Site and take theprocedures shown on the screen.

For inquiries about the system or other matters, contact:
Help Desk for voting rights exercise via the Internet, Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9:00 a.m. to 9:00 p.m.)

9
Procedure for Exercising Voting Rights via the Internet

The terms of office of one (1) Director (excluding Directors serving as the Audit and Supervisory
Committee Members; the same applies hereinafter in this proposal) will expire at the close of thisAnnual General Meeting of Shareholders.
Accordingly, we propose the election of one (1) Director.
The Audit and Supervisory Committee has expressed no opinion on this proposal.
The candidate for Director to be elected is as follows.

Tomoya Higashiura(January 26, 1961)

Male[Significant concurrent duties]
Director of Asahi Pretec Corp.
Director of Japan Waste
Corporation
Chairperson and Director of
Renatus Co., Ltd.

Attendance at theBoard of Directors
meeting

8 out of 8 meetings

Audit Reports

Financial Statements

To beReelected

GenderPosition and Duties at theCompany(Important concurrent
assignment)
Representative Director andPresident

Consolidated Financial
Statements

Name(Date of birth)

Reference Documents for
General Meeting of Shareholders

Election of One (1) Director (Excluding Director Serving as the Audit andSupervisory Committee Member)Business Report

ProposalConvocation Notice

Reference Documents for General Meeting of Shareholders

10
Reference Documents for General Meeting of Shareholders

Name(Date of birth)

Career, Position and Duties at the Company
April 1984:

Ownershipof Shares

Joined NEC Corporation

February 2001: Joined Asahi Pretec Corp.
(currently Japan Waste
Corporation)

Tomoya Higashiura(January 26, 1961)
To be Reelected

June 2006:

Appointed as Director andGeneral Manager of
Administration Division of Asahi
Pretec Corp.

April 2009:

Appointed as Director andGeneral Manager of Corporate
Development & Administration
Division of Asahi Holdings, Inc.
(currently ARE Holdings, Inc.)

June 2010:

Appointed as Director andGeneral Manager of Precious
Metal Recycling Business
Division of Asahi Pretec Corp.
(currently Japan Waste
Corporation)

April 2011:

Appointed as Director of Asahi
Holdings, Inc. (currently ARE
Holdings, Inc.)

June 2014:

Appointed as Representative
Director & President of Asahi
Pretec Corp. (currently Japan
Waste Corporation)

April 2018:

Appointed as Representative
Director and President of Asahi
Holdings, Inc. (currently ARE
Holdings, Inc.) (to present)

April 2018:

Appointed as Director of Asahi
Pretec Corp. (currently Japan
Waste Corporation) (to present)

April 2023

Director of Asahi Pretec Corp.
(newly established through anabsorption-type split and change
in the trade name) (to present)

March 2024

Chairperson and Director of
Renatus Co., Ltd. (to present)[Significant concurrent duties]
Director of Asahi Pretec Corp.
Director of Japan Waste Corporation
Chairperson and Director of Renatus Co., Ltd.
11
Reference Documents for General Meeting of Shareholders

82,000sharesAudit Reports

Financial Statements

Consolidated Financial
Statements

Business Report(Notes) 1. There are no special interests between the candidate and the Company.
2. The Company has concluded a directors and officers liability insurance agreement
provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany. The insurance agreement covers damages that may arise when the insured
including the Company’s Directors assume liability for the execution of their duties
or receives a claim related to the pursuit of such liability. If the candidate is elected
and appointed as Director, he will continue to be insured under the insurance
agreement. Also, the Company plans to renew the insurance agreement with the samecontents at the next renewal date.

Convocation Notice(Reason for nomination as a candidate)Tomoya Higashiura engages in the management of the Group as a Representative Director of theCompany and as a Director of the Group companies, having deep insight and abundant experiencein overall management. The Company therefore requests his election as a Director of the Company
based on its judgment that his continued tenure of office as a Director is appropriate because hisabundant experience in the Precious Metals Business and its global expansion would contribute to
the sustainable enhancement of the corporate value of the Group.

Reference Documents for
General Meeting of Shareholders

Attendance at the Board of Directors meeting: 8 out of 8 meetings

12
Reference Documents for General Meeting of Shareholders

(Reference)
Skill matrix of Directors and Corporate Officers

Position

Representative
Director
Director, Audit andSupervisory
Committee Member(Outside,
Independent)

Director, Audit andSupervisory
Committee Member(Outside,
Independent)

Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member(Outside,
Independent)

Director, Audit andSupervisory
Committee Member

Name

TomoyaHigashiura

Generalexecutive
Industry International
management knowledge experienceskills●●Yoshinori
Hara

●

Sales

●

●

MiyokoKimura●Mitsutoshi
Kagimoto●

Technology
Administrative
andexperienceinnovation

Legal

●

Finance andaccounting

●

●

●

●

●

●

Akinori
Yamamoto●

Yuki Tsuru

●

●

●

(Outside,
Independent)

Corporate Officer
Corporate Officer
Corporate Officer

Tsutomu
Nakashima
Nobuo
TajimaYoshihito
Iwasa

●

●

●

●

●

●

●

●

●

●

●

13
Reference Documents for General Meeting of Shareholders

●
●
●

●

Environmental Preservation Business
Revenue: - million yen (-% YOY)
In the environmental preservation business, during the fiscal year under review, a shareexchange was conducted between Japan Waste Corporation, which was a consolidated
subsidiary of the Company, and Renatus Co., Ltd., whereby Renatus became the wholly
owning parent company, and Japan Waste became the wholly owned subsidiary company,
resulting in the Japan Waste business being classified as discontinued operations for the fiscal
year under review and the previous fiscal year. The volume of industrial waste handled andthe utilization rates at treatment facilities for the fiscal year under review were stable.
In addition, the results of evaluating the fair value of Renatus shares in connection withthe share exchange were recorded in “Profit from discontinued operations.”
As a result of the above, revenue during the fiscal year was 322,253 million yen, a yearon-year increase of 48,044 million yen (+17.5 percent). Operating profit was 12,367 million
yen, a year-on-year decrease of 3,914 million yen (-24.0 percent). Profit before tax was 12,426
million yen, a year-on-year decrease of 222 million yen (-1.8 percent). Profit was 24,490
million yen, a year-on-year increase of 13,560 million yen (+124.1 percent). Profit attributableto owners of parent was therefore 24,490 million yen, an increase of 13,560 million yen(+124.1 percent) year-on-year. By segment, revenue in the Precious Metals business was
14
Status of business for the fiscal year

Reference Documents for
General Meeting of Shareholders
Business Report

Precious Metals Business
Revenue: 322,218 million yen (up 17.5% YOY)
In the precious metals business, revenue increased year on year mainly due to higher gold
sales volume and sales price than the previous fiscal year, and growth in precious metals
refining business in North America. On the other hand, operating profit decreased year on
year due to a delayed recovery in the precious metal recycling business in the electronics andcatalyst-related fields, in addition to a year-on-year drop in the prices of palladium andrhodium. In addition, an impairment loss for non-current assets associated with the closure of
the business office in Saijo-shi, Ehime Prefecture was recorded because the Company has
decided to consolidate the related processes to its newest plant under construction in Bandoshi, Ibaraki Prefecture, in order to strengthen its competitiveness in the electronics andcatalyst-related fields over the medium to long term.

Consolidated Financial
Statements

1) Circumstances and results of business
During the fiscal year under review, while the Japanese economy continued to expand
moderately, the economic recovery came to a standstill in the latter half of the year due to theeffects of rapid price increases and serious natural disasters, and there are concerns that global
monetary tightening and the troubling future outlook for the Chinese economy will further
depress the Japanese and overseas economies.
Under these conditions, the Group’s results in each business segment were as follows.

Financial Statements(1) Status of business for the fiscal year

Audit Reports

1. Current Status of the Group

Convocation NoticeBusiness Report (April 1, 2023 through March 31, 2024)

322,218 million yen, a year-on-year increase of 48,012 million yen (+17.5 percent).
Revenue and operating profit were composed of the following:<Breakdown of revenue and operating profit>
Revenue
Category(Millions of yen)
Precious Metals
322,218
Business
Environmental－
Preservation Business
Other
34
Total
322,253
Revenue
Operating Profit
ROE

Ratio (%)

YOY change
(%)

100.0

17.5

12,716

－

－

(0)

0.0
100.0

－
17.5

(348)
12,367322,253 million yen
12,367 million yen
21.0%

Operating Profit(Millions of yen)

Up 17.5% YOY
Down 24.0% YOY
Up 10.7% YOY2) Capital expenditure
Capital expenditure made in the fiscal year totaled 8,472 million yen. The main expenditure
was an investment in buildings, machinery and equipment.
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
Effective as of April 1, 2023, Japan Waste Corporation, a former consolidated subsidiary of
the Company, conducted an absorption-type split where its precious metal recycling business
was transferred to Asahi Pretec Corp., a subsidiary of the Company, and its precious metals
refining and manufacturing/trading business was transferred to ASAHI METALFINE, Inc., asubsidiary of the Company, respectively.
7) Acquisition or disposal of shares or other equity or share acquisition rights of othercompanies
As of March 1, 2024, the Company established Waste System Japan Corporation and made ita consolidated subsidiary.
Effective as of March 31, 2024, the Company conducted a share exchange of all shares inJapan Waste Corporation, a former consolidated subsidiary of the Company, with part ofshares in Renatus Co., Ltd., whereby Renatus Co., Ltd. became the wholly owning parent
company, and Japan Waste became the wholly owned subsidiary company. The Company
made Renatus Co., Ltd., Japan Waste Corporation, and three subsidiaries of Japan Waste
Corporation (JW Chemitech Co., Ltd., Fuji Rozai Co., Ltd., and Nihon Chemitech Logitem
Co., Ltd.) its equity method affiliates.

15
Status of business for the fiscal year

15th term
April 1, 2023
through
March 31, 2024
(Current fiscalyear)

164,776

192,442274,209322,253

25,12626,446

16,282

12,36725,72518,735

10,92924,490(Yen)

326.90238.11141.19319.54(Millions ofyen)(Millions ofyen)

244,803

298,387

287,448

317,998

97,903

105,137

106,957

126,476

Category

Revenue
Operating profit
Profit attributable toowners of parent
Basic earnings per
share
Total assets
Total equity(Millions ofyen)(Millions ofyen)(Millions ofyen)

Audit Reports

Financial Statements

Equity per share(Yen)
attributable to owners
1,244.06
1,336.89
1,395.52
1,650.20
of parent(Notes) 1. For the 15th term, businesses of Japan Waste Corporation have been reclassified as discontinued
operations. Consequently, income from discontinued operations is presented separately fromcontinuing operations in the consolidated statement of income. Accordingly, revenue and operating
profit are presented in amounts from continuing operations. The figures for the 14th term have also
been restated in the same way.
2. The Company conducted a stock split with a ratio of two-for-one on April 1, 2021. Basic earnings per
share and equity per share attributable to owners of parent are calculated assuming the stock split had
already been carried out at the start of the 12th term.

Convocation Notice

14th term
April 1, 2022
through
March 31, 2023

Reference Documents for
General Meeting of Shareholders

13th term
April 1, 2021
through
March 31, 2022

Business Report

12th term
April 1, 2020
through
March 31, 2021

Consolidated Financial
Statements(2) Property and profit/loss

16
Property and profit/loss

(3) Major sales offices and plants (as of March 31, 2024)
ARE Holdings, Inc.
Main office
Head offices
Overseassubsidiaries

Asahi Pretec Corp.
Main office
Head office
Research laboratory
Sales offices

PlantsOverseassubsidiaries

17
Major sales offices and plants

4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Kobe Head Office: 4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Tokyo Head Office: 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Asahi Refining USA Inc. (the U.S.)
Asahi Refining Canada Ltd. (Canada)
Asahi Refining Florida LLC (the U.S.)
Asahi Depository LLC (the U.S.)21, Uozakihamamachi, Higashinada-ku, Kobe-shi
7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
The Technical Research Center (Kobe-shi)
Sapporo (Sorachi-gun, Hokkaido)
Aomori (Aomori-shi)
Sendai (Miyagi-gun, Miyagi Pref.)Niigata (Sanjo-shi, Niigata Pref.)Kitakanto (Bando-shi, Ibaraki Pref.)Kanto (Kawaguchi-shi, Saitama Pref.)Yokohama (Yokohama-shi)
Kofu (Chuo-shi, Yamanashi Pref.)Nagano (Tomi-shi, Nagano 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.)Nagano (Tomi-shi, Nagano Pref.)Amagasaki (Amagasaki-shi, Hyogo Pref.)Ehime (Saijo-shi, Ehime Pref.)Fukuoka (Koga-shi, Fukuoka Pref.)Asahi G&S Sdn. Bhd. (Malaysia)
Asahi Pretec Korea Co., Ltd. (Korea)

Convocation Notice

ASAHI METALFINE, Inc.
Main office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Head office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
PlantsBando (Bando-shi, Ibaraki Pref.)Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Reference Documents for
General Meeting of Shareholders

Waste System Japan Corporation
Main office
4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Head office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Domestic subsidiary DXE INC. (Chiyoda-ku, Tokyo)

18
Major sales offices and plants

(4) Significant parent company and subsidiaries
1) Relationship with parent company
Not applicable2) Significant subsidiaries
Company name
Asahi Pretec Corp.
ASAHI METALFINE, Inc.

Capital
110 million
yen
110 millionyen3) Specified wholly owned subsidiary
Not applicable19
Significant parent company and subsidiaries

Our voting
right ratio

Major business100.0%

Precious Metals Recycling Business100.0%

Precious Metals Refining andManufacturing/Trading BusinessNumber of employees
952 (74)

Change from the end of previous fiscal year
-515 (down 42)(Notes) 1. The number of employees refers to the number of workers (excluding the staff
seconded from the Group to companies outside the Group but including staff seconded
from companies outside the Group to the Group) and for the number of part-timers andfixed-term employees, annual average number of persons are shown separately inbrackets.
2. The number of employees decreased by 515 from the end of the previous fiscal year.
This is mainly due to the exclusion of Japan Waste Corporation from the scope of
consolidation as a result of the share exchange conducted on March 31, 2024.
2) Employees of the Company
Number of employees

Change from the endof previous fiscal year

Average age

51 (6)+39 (up 5)

42 years and0 months

Average length ofservice1 year and2 months(Note) The number of employees refers to the number of workers (excluding the staff seconded
from the Company to companies outside the Company but including staff seconded fromcompanies outside the Company to the Company) and for the number of part-timers andfixed-term employees, annual average number of persons are shown separately inbrackets.

20
Principal businesses and Employees

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report

1) Employees of the Group

Consolidated Financial
Statements(6) Employees (as of March 31, 2024)

Financial Statements

The Group is mainly engaged in the Precious Metals Business and the Environmental
Preservation Business.
1) Precious Metals BusinessWe collect scraps containing precious metals which are yielded from a variety of fields andrecycle them.
In North America, we refine gold and silver from mines.
○ Collection/reproduction and processing of precious metals (gold, silver, palladium,
platinum, etc.) and other metals and refining of precious metals○ Purchase and sales of precious metals and other metals○ Manufacturing and sales of precious metal products for general and industrial use2) Environmental Preservation BusinessWe promote detoxification and proper disposal of each type of industrial waste through thebusiness of Japan Waste Corporation, which has been reclassified as discontinued operations as
a result of the share exchange.
In addition, we operate DX business related to industrial waste.
○ Building digital platforms related to disposal of industrial waste

Audit Reports(5) Principal businesses (as of March 31, 2024)

(7) Major financial institutions with loans to the Company (as of March 31, 2024)
Financial institutions
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Japan Bank for International Cooperation
Syndicated loan

Loan amount
30,282 million yen
27,586 million yen
20,743 million yen
10,598 million yen
5,078 million yen(8) Other important matters relating to the current state of the Group
Effective as of July 1, 2023, the Company changed its trade name to ARE Holdings, Inc.
(9) Challenges to be addressed
1) Precious Metals Business segment
As it is the Group’s core business, the Group will take the following measures to expand
earnings in this segment.
○ By expanding precious metal recycling and improving the recycling process, promote
the carbon-neutral strategy.
○ Develop demand for precious metals in industrial fields such as the pharmaceuticalsector and hydrogen manufacturing and promote business expansion into new fields.
○ Through a manufacturing and sales business of precious metal products focused onhuman rights and the environment, provide high value-added products to customers inJapan and abroad and aim to establish global-level branding.
○ Conduct thorough “Responsible Precious Metals Management” and strengthen risk
management.
○ Utilize IT to establish an efficient sales structure and technical process and enhancecompetitiveness.
2) Environmental Preservation Business segment
As a stable growth business of the Group, we will manage the segment’s business with anemphasis on growth and profitability. The Group will take the following measures to increase
earnings in this segment.
○ Promote a circular society achieved through cooperation between the artery and vein ofindustries by taking advantage of the share exchange between Japan Waste Corporation
and Renatus Co., Ltd. as the foothold for creating a major vein player in Japan.
○ Establish efficient and effective business systems by expanding the DX business and bybuilding digital platforms.
○ Create new businesses such as the hydrogen business and promote the carbon neutral
strategy.

21
Major financial institutions with loans to the Company,
Other important matters relating to the current state of the Group and Challenges to be addressedVision 2030: To be a leader in creating a circular economy that connects society to the environment

Revenue
Operating Profit

Fiscal year 2023
results
322.3
12.4(Billions of yen)
Fiscal year 2030
targets
540.0
38.0

ROE
Equity Ratio

Financial targets
Fiscal year 2023
results
9.4%*
39.8%

Fiscal year 2030
targets
13%
50% – 60%

Reference Documents for
General Meeting of Shareholders

Performance targets

Convocation Notice■ Mid to Long Term Plan & Aspiration for 2030

Business Report(Note) ROE is calculated by excluding share exchange gains.

Audit Reports

Financial Statements

Consolidated Financial
Statements

Strategy Key Themes:● Strengthen the business foundation to increase profitability● Develop new fields in the Precious Metals Business● Further promote globalization● Develop human resources to support business development● Optimize the balance sheet

22
Mid to Long Term Plan & Aspiration for 2030

■ Reference: Initiatives for sustainability
The Group contributes to effective use of resources and widespread environmental preservation basedon its shared purpose of “A Total Commitment to Protecting the Natural Environment and Preserving
Resources.” We believe that our business activities are our contribution to sustainability, and that ourbusiness growth directly contributes to solving social issues. Based on this belief, we set out priority
issues, themes, and goals and take proactive actions to achieve them.
Sustainability promotion system:
The Group is working on the expansion of precious metals recycling and proper industrial waste
disposal, the enhancement of work-life balance and employee diversity, and other initiatives.
After announcing our goal to achieve carbon neutrality in 2050 and expressing our endorsement for
the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in December
2021, we have been implementing information disclosure in line with the TCFD recommendations.
To strengthen the system for promoting these initiatives, we established the Sustainability Committee
which is headed by President & CEO. The Sustainability Committee deliberates on sustainability
strategies, plans, policies, risk management and monitoring on a quarterly basis.

Board of Directors
Reporting /Supervision /Submission

Instruction

Sustainability Committee
Chairperson: CEOGroup Risk
Management
Department
Corporate Planning & Communications
Department,
Sustainability Committee Secretariat

Reporting

Climate Change
Working Group

Diversity & Inclusion
Working Group

Consolidated
subsidiaries
in Japan

Each Unit

Consolidated
subsidiaries
outside Japan* Details of the Company’s sustainability initiatives are posted on the Company’s website:
https://www.asahiholdings.com/sustainability/

23
Reference: Initiatives for sustainability

Audit and Supervisory
Committee

Nominating
Committee/
Compensation
Committee

24
Reference: Corporate Governance Structure

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements

Board of Directors

The Board of Directors is comprised of Executive Directors who areknowledgeable concerning their respective business, technical oradministrative divisions, as well as Outside Directors with various typesof expertise essential to corporate management. To enhance neutrality
and independence of the Board of Directors and facilitate active,
substantial and effective discussions at meetings, the Board of Directors
consists of six (6) Directors, including four (4) Independent Outside
Directors, with a majority of Outside Directors. All Directors share theiropinions actively and freely on important subjects such as the Group’s
management strategies and business plans.
Under Japan’s Companies Act, the Group has elected to be a company
with an Audit and Supervisory Committee, and has four (4) Independent
Outside Directors.
This structure has strengthened the supervisory function of the Board of
Directors. It also delegates important business execution to the Executive
Directors for quicker decision-making and improved management
efficiency.
A Nominating Committee, consisting of three (3) members including two(2) Independent Outside Directors, as well as a Compensation
Committee, have been established as advisory bodies to the Board of
Directors. The chair of both committees is elected from among
Independent Outside Directors.
The aim is to further enhance corporate governance by ensuringtransparency, fairness, and objectivity for the appointment and dismissalof Directors and key management team members, as well as for thedetermination of Director remuneration.

Financial Statements

To establish corporate governance and have it work effectively is a corporate social responsibility andcontributes to more efficient and transparent management as well as to sustainable corporate value
growth.
The Group will build our corporate governance that will respond to the confidence of shareholders,business partners, employees, local communities and other various stakeholders so as to fulfill oursocial mission and responsibility as a listed company. Also, we will develop a “corporate governancestructure” that will promptly respond to the management environment changes with emphasis oncompliance, aiming at sustainable corporate value growth.

Audit Reports■ Reference: Corporate Governance Structure
Basic Policies for Corporate GovernanceCorporate Governance Policies, etc. can also be found on the following website:
https://www.asahiholdings.com/english/sustainability/governance/Corporate Governance Structure

Evaluation of the Effectiveness of the Entire Board of Directors
Since the fiscal year ended March 31, 2016, we started the evaluation of the effectiveness of the Boardof Directors to see whether the entire Board of Directors functions appropriately. Overview of
Evaluation Results is disclosed on the Company’s website.

25
Reference: Corporate Governance StructureNumber ofshares held(Thousands ofshares)Percentage ofshares held(%)

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

11,92015.30

Custody Bank of Japan, Ltd. (Trust account)

4,996

6.41

Mitsuharu Terayama

1,793

2.30

STATE STREET BANK WEST CLIENT - TREATY 505234

1,628

2.09

Masamichi Terayama

1,404

1.80

CEPLUX-ERSTE GROUP BANK AG (UCITS CLIENTS)

1,207

1.55

Asahi Employee Stock Ownership Plan

1,205

1.55

JP MORGAN CHASE BANK 385781

939

1.21

916

1.18

900

1.16

Shareholders

The Master Trust Bank of Japan, Ltd. (ESOP trust accounts:
75882)MUFG Bank, Ltd.

(Notes) 1. The Company holds 1,797 thousand shares of treasury stock, which is excluded fromthe major shareholders listed above.
2. Percentage of shares held is calculated by excluding treasury stock.
5) Status of shares granted to the Company’s board members as consideration for
execution of their duties during the fiscal year
Not applicable

Financial Statements

36,996 thousand shares (46. 41%)
21,746 thousand shares (27. 28%)
17,373 thousand shares (21. 80%)
1,967 thousand shares (2.47%)
1,626 thousand shares (2.04%)

Audit Reports

Shareholder distribution
Individuals, others
Financial institutions
Foreign corporations, etc.
General corporations, other corporations
Securities companies

Business Report

258,000,000 shares
1) Number of shares authorized:
79,708,688 shares
2) Number of shares issued:
53,513
3) Number of shareholders:
4) Major shareholders (top 10 shareholders)Consolidated Financial
Statements(1) Shares (as of March 31, 2024)

Reference Documents for
General Meeting of Shareholders

Convocation Notice

2. Current state of the Company

26
Shares(2) Share acquisition rights, etc.
1) Share acquisition rights granted to and held by the Company’s board members as aconsideration for execution of their duties on the end of the fiscal year under review
Not Applicable2) Share acquisition rights granted to the Company’s employees, etc. as a consideration for
execution of their duties during the fiscal year under review
Not Applicable3) Other status of share acquisition rights
Share acquisition rights by a resolution of the Board of Directors meeting as of February 25, 2021
• Allotment date
March 15, 2021
• Allotment method
Allot all shares to Asahi Refining USA Inc. through a third-party
allotment method• Number of share acquisition rights
2,000 units• Class and number of shares for the purpose of share acquisition rights and calculation method
thereofThe class of shares for the purpose of share acquisition rights shall be common stock of theCompany and the number of shares per unit of the share acquisition rights shall be equal tothat calculated by dividing 100,000 US dollars by the exercise price per share (value of theproperty to be contributed when the share acquisition rights are exercised or calculation
method thereof are defined in (2); however, if two or more units of the share acquisition rights
are exercised at the same time, the number equal to that calculated by dividing 100,000 US
dollars which were multiplied by the number of the units exercised, by the exercise price pershare). Any fractions below one share generated as a result of exercise shall be rounded down.
• Amount to be paid in for share acquisition rights or calculation method thereof and descriptionthat no payment is required
5,257 US dollars in cash per unit of share acquisition rights (total amount to be paid in for theshare acquisition rights: 10,514,000 US dollars in cash)• Value of property to be contributed when share acquisition rights are exercised and calculation
method thereof(1) The property to be contributed when each of the share acquisition rights is exercised shallbe cash, of which value shall be 100,000 US dollars.
(2) The value of cash per share of the Company’s common stock to be contributed when
exercising the share acquisition rights (hereinafter the “Exercise Price per Share”) shall be
initially 42.94 US dollars (Note). The Exercise Price per Share shall be adjusted inaccordance with the following rules. After the share acquisition rights are issued, theExercise Price per Share shall be adjusted in accordance with the following formula if theCompany issues the Company’s common stock or disposes of the Company’s common
stock held by the Company with a paid-in amount below the market value of the Company’scommon stock. In the following formula, “Exercise price after adjustment” is the Exercise
Price per Share after adjustment, “Exercise price before adjustment” is the Exercise Priceper Share before adjustment, and “Number of shares already issued” is the total number
shares of the Company’s outstanding common stock (excluding those held by the Company).

27
Share acquisition rights, etc.

Number of sharesalready issued+

Number of shares newly
issued or disposed of

The Exercise Price per Share shall be also adjusted as necessary in case of a split or reverse
split of the Company’s common stock, a specific amount of dividend of surplus, andissuance of share acquisition rights (including those attached to bonds with share acquisitionrights) by which granting of the Company’s common stock can be requested at a price below
market value of the Company’s common stock, as well as when there are certain reasons bywhich the exchange value shall be adjusted for bonds with exchange rights (hereinafter the“Exchange Rights”) into the Company’s common stock (hereinafter the “Exchangeable
Bonds”) that are issued by Asahi Refining USA Inc.
• Period during which share acquisition rights can be exercised
Share acquisition rights may be exercised from March 29, 2021 to March 18, 2026. However,the period shall be 1) until the day that is nine business days (defined below) after theredemption date if the Exchangeable Bonds are redeemed early (excluding those that are
selected not to undergo early redemption), 2) until the day that is 12 business days after thedate on which the Exchangeable Bonds are cancelled, if the Exchangeable Bonds arepurchased and cancelled, or 3) until the day that is 12 business days after the date on which
the benefit of time is forfeited, if the benefit of time of the Exchangeable Bonds is forfeited.
In any case above, the share acquisition rights cannot be exercised after March 18, 2026.
Notwithstanding the above, if the Company reasonably determines that it is necessary to
conduct an organizational restructure, etc., the share acquisition rights cannot be exercised
during the period of within 30 days designated by the Company that will end within 14 days
from the day after the effective date of the organizational restructure, etc. “Business days”
refer to days on which commercial banks are open for business in Tokyo other than Saturdays,
Sundays and public holidays.
• Conditions for exercise of share acquisition rights(1) Partial exercise of the share acquisition rights is not allowed.
(2) Holders of the share acquisition rights may exercise the number of those corresponding to
the Exchange Rights exercised, only when the Exchange Rights have been exercised inaccordance with the guidelines of the Exchangeable Bonds.
(Note) The Exercise Price per Share has been adjusted to 21.47 US dollars as the Company
conducted a two-for-one stock split as of April 1, 2021.

28
Share acquisition rights, etc.

Convocation Notice

Reference Documents for
General Meeting of Shareholders

Market priceBusiness Report

Exercise pricebefore adjustment

Consolidated Financial
Statements=

Amountpaid in per
share

Financial Statements

Exercise priceafter adjustment+

Audit Reports

Number of sharesalready issued

Number ofshares newly
issued or
disposed of

(3) Board members and corporate officers
1) Directors (as of March 31, 2024)
Position

Name

Representative Director andPresident

Tomoya Higashiura

Director/Audit and Supervisory
Committee Member

Yoshinori Hara

Director/Audit and Supervisory
Committee Member

Miyoko Kimura

Director/Full-Time Audit andSupervisory Committee Member

Mitsutoshi Kagimoto

Director/Audit and Supervisory
Committee Member

Director/Audit and Supervisory
Committee Member(Notes)Responsibility and importantconcurrent assignment
Director, Asahi Pretec Corp.
Director, Japan Waste Corporation
Chairperson and Director, Renatus
Co., Ltd.
Professor of Graduate School ofManagement at Kyoto University
Director and Managing Executive
Officer, General Manager, R&D
Division, and CMO, KING JIM CO.,LTD.
Outside Director, JAPAN POSTHOLDINGS Co., Ltd.

Akinori Yamamoto

Representative, Yamamoto Certified
Public Accountant Office
Representative Director, GIP Co.,Ltd.

Yuki Tsuru

Lawyer, Kyowa-Sogo Partners Law
OfficeMember of Infringement Judgement
Advisory Committee
Customs Technical Advisor
Part-time Auditor, National Instituteof Technology and Evaluation
External Director, Hankyu Hanshin
Holdings, Inc.
Outside Director, SUGIMOTO &CO., LTD
Outside Director, JAMCO
Corporation

1. According to a resolution at the 6th Annual General Meeting of Shareholders held on June
16, 2015, the Company made a transition to a Board with Audit and Supervisory
Committee as of the same date.
2. Directors/Audit and Supervisory Committee Members Yoshinori Hara, Miyoko Kimura,
Akinori Yamamoto, and Yuki Tsuru are Outside Directors.
3. Director/Full-Time Audit and Supervisory Committee Member Mitsutoshi Kagimoto has
been engaged in the management and audit of the Group for many years as a
Representative Director of the Group companies as well as General Manager of Audit and29
Board members and corporate officers

2) Directors who resigned during the fiscal year
At the conclusion of the 14th Annual General Meeting of Shareholders held on June 20,
2023, Directors/Audit and Supervisory Committee Members Yuji Kimura and Kyoko
Kanazawa retired due to expiration of their term of office.
3) Description of the limited liability contract
The Company and each Director (excluding any Executive Directors, etc.) 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 theCompanies Act.
4) Overview of the directors and officers liability insurance agreement
The Company has concluded a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The
insurance agreement covers damages that may arise when the insured assume liability forthe execution of their duties or receives a claim related to the pursuit of such liability.
However, there are certain exemptions; for example, damage caused as a result of any
conduct committed while knowing that the conduct is in violation of laws and regulations
shall not be covered. The insured of the insurance agreement are board members, corporate
officers, executive officers and employees in managerial and supervisory positions of theCompany and all subsidiaries under the Companies Act, and the Company bears the entire
premium for all the insured.

30
Accounting Auditor

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report

7.

Consolidated Financial
Statements

6.

Financial Statements

5.

Audit Reports

4.

Supervisory Committee Secretariat and possesses extensive expertise in the Company’s
overall business.
The Company has a full-time Audit and Supervisory Committee Member to enhance theeffectiveness of audits including information gathering and strengthen its auditing andsupervisory functions.
Director/Audit and Supervisory Committee Member Akinori Yamamoto holds a Certified
Public Accountant qualification and possesses extensive expertise in finance andaccounting.
Director/Audit and Supervisory Committee Member Yoshinori Hara was appointed
Adjunct Professor of the Graduate School of Management, Kyoto University on April 1,
2024, and was also appointed Professor Emeritus of Kyoto University and Professor of
the School of Data Science, Osaka Seikei University on the same day.
The Company designated Directors/Audit and Supervisory Committee Members
Yoshinori Hara, Miyoko Kimura, Akinori Yamamoto, and Yuki Tsuru as Independent
Directors under the provisions of the Tokyo Stock Exchange, and filed such status with
the Exchange.

5) Compensation, etc., for Directors(a) Policy on decision of contents of the board members’ compensation, etc.
• Decision method of the decision policy
The Board of Directors of the Company consults with the voluntary Compensation Committeethat consists of three (3) members including two (2) Independent Outside Directors about
preparation of a draft plan of the Company’s Directors compensation, etc., and based on
opinions received from the Committee, resolves a policy about decision on contents ofcompensation, etc. for each Director at a Board of Directors meeting of the Company.
• Overview of contents of the decision policy
The Company makes a decision within the maximum amount of the board members’
compensation which was resolved at a General Meeting of Shareholders at the Board of
Directors meeting based on opinions from the Compensation Committee that is an advisory
body of the Board of Directors.
The compensation structure shall be developed so that incentives for improving businessperformance will be enhanced, and compensation for Directors (excluding those serving as
the Audit and Supervisory Committee Members) consists of “basic remuneration,” “bonuses”
and “performance-based stock compensation.” Compensation for Directors serving as the
Audit and Supervisory Committee Members consists of “basic remuneration” only.
1) The amount of “basic remuneration” is determined for each Director in accordance with
their duties and responsibilities.
2) The amount of “bonuses” is determined for each Director in accordance with their position
points and contribution to business performance, after the total amount (including that for
Corporate Officers and Directors of the Company’s subsidiaries) is calculated bymultiplying the consolidated operating profit of the relevant fiscal year by a specific ratio.
3) The purpose of “performance-based stock compensation” is to enhance incentives for
improving mid- to long-term corporate value. On March 31, 2024, The Company abolisheda plan in which the number of shares to be granted is linked to the business performancetarget achievement ratio of “consolidated operating profits” of each fiscal year (hereinafter
the “Plan I”). Instead of the Plan I, a new plan was introduced in fiscal year 2023, in which
points used as the basis for the number of shares to be granted are granted in accordancewith the achievement level of business performance for each year, such points are increased
or decreased according to the achievement level of TSR for the following two years, andshares are issued in accordance with the number of increased or decreased points(hereinafter the “PLAN II”). The basic policy is that performance-based compensation shallaccount for 30% to 70% of the total if business performance targets are achieved. The
structure and level of compensation is determined with an importance placed on objectivity
in consideration of the level of compensation for directors at other companies, etc., thebalance with those of the Group’s employees, and other factors.
• The reason that the Board of Directors considered that contents of compensation, etc. for each
Director for the fiscal year comply with the decision policy
For decisions on the content of compensation, etc. for each Director, the Compensation
Committee made a comprehensive review of the draft plan, including its consistency with thedecision policy, and the Board of Directors respects its opinions and determines if the decision
policy was complied with.
31
Board members and corporate officers

18
(–)

27
(–)

2
(0)

Directors serving as
the Audit andSupervisory
Committee
Members(Outside Directors)

37
(25)

37
(25)

–
(–)

–
(–)

7
(6)

Total
(Outside Directors)

116
(25)

70
(25)

18
(–)

27
(–)

9
(6)

(Notes) 1. The amount of compensation for Directors (excluding Directors serving as the Audit
and Supervisory Committee Members) does not include the employee salaries of
Directors who serve concurrently as employees.
2. The base for performance-based compensation (bonuses and performance-based
stock compensation) is consolidated operating profits which are profits gained fromthe main business and we believe to be the most appropriate as a management
benchmark; actual results were 12,367 million yen. The amount of performancebased compensation (bonuses) of the Company is determined for each Director inaccordance with their position points and contribution to business performance, after
the total amount (including that for Corporate Officers and Directors of theCompany’s subsidiaries) is calculated by multiplying the consolidated operating
profit of the relevant fiscal year by a specific ratio.
3. The performance-based stock compensation is a stock compensation plan
(nonmonetary compensation, etc.) in which the Company’s shares are granted toeligible Directors in accordance with their positions and the achievement ratio of
business performance targets. The purpose of the plan is to enhance incentives for
improving mid- to long-term corporate value. The eligible Directors of the plan inwhich the points to be granted are linked to the business performance target
achievement ratio of “consolidated operating profits” for each fiscal year (hereinafter
the “Plan I”) are those who belong to the Company as of May 1, 2024 after the 9th
Mid-term Business Plan ended. At the 14th Annual General Meeting of Shareholders
held on June 20, 2023, a resolution was made on the partial amendment of theamount and details of the stock compensation plan, with regard to the discontinuationof the Plan I on March 31, 2024 and the introduction of a plan that replaces the Plan
I in fiscal year 2023, in which points used as the basis for the number of shares to be
32
Accounting Auditor

Reference Documents for
General Meeting of Shareholders

33(–)

Business Report

79(–)

Consolidated Financial
Statements

Directors(excluding
Directors serving as
the Audit andSupervisory
Committee
Members)(Outside Directors)

Financial Statements

Number of
Directors subject
to payment(persons)

Audit Reports

Category

Total amount ofcompensation,etc.
(million yen)

Total amount of compensation, etc. by type(million yen)
Stock
Cash compensationcompensation
PerformanceNon-cash
based
Fixed
compensation,compensation,compensation
etc.
etc.

Convocation Notice(b) Total compensation, etc., for the fiscal year

granted are granted in accordance with the achievement level of businessperformance for each year, such points are increased or decreased according to theachievement level of TSR for the following two years, and shares are issued inaccordance with the number of increased or decreased points (hereinafter the “PLANII”).
4. At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was
resolved that the amount of cash compensation for Directors (excluding Directors
serving as the Audit and Supervisory Committee Members) be up to an annual 200
million yen (not including the portion of salary as employees). The number of
Directors (excluding Directors serving as the Audit and Supervisory Committee
Members) was five (5) at the conclusion of said General Meeting of Shareholders.
5. At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was
resolved that the amount of cash compensation for Directors serving as Audit andSupervisory Committee Members be up to an annual 100 million yen. The number
of Directors serving as the Audit and Supervisory Committee Members was four (4)at the conclusion of said General Meeting of Shareholders.
6. At the 14th Annual General Meeting of Shareholders held on June 20, 2023, a partial
amendment of the amount and details of the “performance-based stock compensation”
plan and in addition to the maximum amount of compensation as stated above, theamount of compensation, etc. and details thereof for the Company’s Directors(excluding Directors serving as the Audit and Supervisory Committee Members andOutside Directors) in office in a four-year period from fiscal year 2023 to fiscal year
2026 were decided. The number of Directors (excluding Directors serving as the
Audit and Supervisory Committee Members and Outside Directors) was one (1) at
the conclusion of said General Meeting of Shareholders. Furthermore, the upper limitof the total number of shares that Directors may be awarded per fiscal year shall be
70,000 shares, and the maximum number of the Company’s shares to be issued to
Directors during the four fiscal years from the fiscal year ended March 31, 2024 to
the fiscal year ending March 31, 2027 shall be 280,000 shares.

33
Board members and corporate officers

Director(Audit andSupervisory
Committee
Member)Activities and summary of duties performed in relation to
expected role of Outside Directors

He attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year. He has been performing his proper role toensure the validity and appropriateness of making
Yoshinori Hara
decisions on deliberations of agenda and other matters by,for example, conducting supervision and providing advice
from a highly professional standpoint relating to service
innovation.
She attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year. She has been performing her proper role to
Miyokoensure the validity and appropriateness of making
Kimuradecisions on deliberations of agenda and other matters by,for example, conducting supervision and providing advice
from a highly professional standpoint in the marketing
field based on her experience as a corporate manager.

34
Accounting Auditor

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements

Director(Audit andSupervisory
Committee
Member)Name

Financial Statements

Category

Audit Reports

6) Matters related to outside board members(i) Important concurrent assignment at other corporations, etc., and relationship between the
Company and the other corporations, etc.
Director/Audit and Supervisory Committee Member Yoshinori Hara serves as a
Professor of Graduate School of Management at Kyoto University. There are no special
relationships between the Company and the institution where he has the concurrent
assignment.
- Director/Audit and Supervisory Committee Member Miyoko Kimura serves as the
Director of KING JIM CO., LTD. and the Outside Director of JAPAN POSTHOLDINGS Co., Ltd. There are no special relationships between the Company and thecorporations where she has the concurrent assignment.
- Director/Audit and Supervisory Committee Member Akinori Yamamoto serves as therepresentative of Yamamoto Certified Public Accountant Office and the Representative
Director of GIP Co., Ltd. There are no special relationships between the Company andthe offices where he has the concurrent assignment.
Director/Audit and Supervisory Committee Member Yuki Tsuru serves as a lawyer(belonging to Kyowa-Sogo Partners Law Office), the Member of Infringement
Judgement Advisory Committee, the Customs Technical Advisor, the Part-time Auditorof National Institute of Technology and Evaluation, the External Director of Hankyu
Hanshin Holdings, Inc., the Outside Director of SUGIMOTO & CO., LTD., and theOutside Director of JAMCO Corporation. There are no special relationships between
the Company and the corporations where she has the concurrent assignment.
(ii) Kinship with a person executing business or an officer not executing business of theCompany or specified related business operators of the Company
Not applicable(iii)Main activities in the fiscal year

Director(Audit andSupervisory
Committee
Member)Akinori
Yamamoto

Director(Audit andSupervisory
Committee
Member)Yuki Tsuru

35
Board members and corporate officers

He attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year on and after June 20, 2023. He has been
performing his proper role to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters by, for example, conducting
supervision and providing advice from a highly
professional standpoint relating to organizational
accounting as an accountant.
She attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year on and after June 20, 2023. She has been
performing her proper role to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters by, for example, conducting
supervision and providing advice from a highly
professional standpoint relating to laws as a lawyer.

67 million yen

1. In the agreement between the Company and the Accounting Auditor, the amount ofcompensation, etc., for audit under the Companies Act and the amount ofcompensation, etc., for audit under the Financial Instruments and Exchange Act are
not separated and may not be separated actually. Therefore, the total of thoseamounts is stated for the amount in (i) above.
2. The Audit and Supervisory Committee provided its consent to the amount ofcompensation, etc., for the Accounting Auditor based on its verification as necessaryof its auditing plan, the status of its execution of duties of accounting audits and theappropriateness of the basis for calculating its estimates.

Convocation Notice
Audit Reports

3) Policy for determining the dismissal or the refusal of reappointment of the Accounting
Auditor
When it is found that the Accounting Auditor falls under the items set forth in any of items of
Article 340, Paragraph 1 of the Companies Act, the Audit and Supervisory Committee will
dismiss the Accounting Auditor in accordance with the consent of all Audit and Supervisory
Committee Members. In this case, the Audit and Supervisory Committee Member appointed
by the Audit and Supervisory Committee will report the fact of the dismissal of the
Accounting Auditor and reasons for the dismissal at the General Meeting of Shareholders
convened for the first time after the dismissal.
When it is deemed necessary to change the Accounting Auditor in consideration of the statusof the execution of its duties, the Company’s auditing system and other factors, the Audit andSupervisory Committee will determine the content of a proposal concerning the dismissal or
the refusal of reappointment of the Accounting Auditor to be submitted to a General Meetingof Shareholders.

Reference Documents for
General Meeting of Shareholders(Notes)Amount of compensation, etc.
31 million yen

Business Report(i) Amount to be paid by the Company(ii) Total amount of money to be paid by the Company
and the Company’s subsidiaries and other benefits
on property

Consolidated Financial
Statements

1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc., for the Accounting Auditor

Financial Statements(4) Accounting Auditor

36
Accounting Auditor

(5) Policy to determine the distribution, etc., of surplus
We consider improving corporate value by maintaining stable profitability and sustainablegrowth as well as meeting the expectations of shareholders through a return of profits to be
critical tasks of management.
We intend to maintain distribution of surplus, with a payout ratio of 40% as a guide, whilestrengthening internal reserves necessary for capital investment and M&A for growthstrategies.

37
Policy to determine the distribution, etc., of surplus

Amount
113,001
27,18069,970
2,387
6,465
1,302
5,694
78,521
71,190
4,432
99
2,798
191,522
126,476
7,790
12,245(5,925)
113,837(1,471)
126,476
317,998

Convocation Notice

Account
ASSETSLIABILITIESCurrent assets
253,773
Current liabilities
Cash and cash equivalents
6,881
Trade and other payables
Trade and other receivables
155,268
Bonds and loans payable
Inventories
33,879
Income tax payable
Income tax receivables
77
Other financial liabilities
Other financial assets
17,763
Provisions
Other current assets
39,903
Other current liabilities
Non-current liabilities
Bonds and loans payableNon-current assets
64,224
Property, plant and equipment
33,192
Deferred tax liabilities
Goodwill
19
Net defined benefit liability
Intangible assets
1,580
Other financial liabilities
Total liabilities
Investments accounted for
27,665using equity method
EQUITY
Deferred tax assets
5Equity attributable toowners of parent
Net defined benefit asset
186
Financial assets
1,506
Capital stock
Other non-current assets
68
Capital surplus
Treasury stock
Retained earnings
Other components of equity
Total equity
Total assets
317,998
Total liabilities and equity(Note) Amounts less than one million yen are omitted.

Reference Documents for
General Meeting of Shareholders

AmountAudit Reports

Financial Statements

Account

Business Report(Millions of yen)

Consolidated Financial
Statements

Consolidated Financial Statements
Consolidated Statement of Financial Position (as of March 31, 2024)

38
Consolidated Statement of Financial Position

Consolidated Statement of Income (April 1, 2023 to March 31, 2024)
Account
Continuing operations
Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income
Other operating expenses
Operating profit
Finance income
Finance costs
Profit before tax
Income tax expenses
Profit from continuing operations
Discontinued operations
Profit from discontinued operations
ProfitProfit attributable to:
Owners of parent
Non-controlling interests(Note) Amounts less than one million yen are omitted.

39
Consolidated Statement of Income(Millions of yen)Amount322,253(300,895)
21,358(8,165)
107
(933)
1,136
(1,077)(8,991)
12,36759
12,426(3,914)8,512
15,977
24,49024,490－Balance at April 1,
2023
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions withownersBalance at March 31,
2024

7,790

12,103(5,925)96,319(886)(2,443)

3,228(1,370)3,228(1,370)24,490－－－24,490(0)(6,897)
(73)
141
－

141

(0)

(6,971)

－

－

7,790

12,245(5,925)

113,837

2,341(3,813)

Audit Reports

Financial Statements

Consolidated Financial
Statements(Note) Amounts less than one million yen are omitted.

Reference Documents for
General Meeting of Shareholders

Capitalstock

Business Report(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Translation
CapitalTreasury
Retained
adjustments
Cash flow
surplusstockearnings
of foreign
hedgesoperations

Convocation Notice

Consolidated Statement of Changes in Equity (April 1, 2023 to March 31, 2024)

40
Consolidated Statement of Changes in Equity

(Millions of yen)
Equity attributable to owners of parent
Other components of equity
RemeasureTotal
ments of
Total
definedbenefit plans
Balance at April 1,
2023
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions withownersBalance at March 31,
2024－(3,330)Total

106,957

106,957

24,49024,490

(73)

1,784

1,784

1,784

(73)

1,784

26,27526,275(0)(0)(6,897)(6,897)

－

－

141

141

73

73

73

73

(6,756)(6,756)－(1,471)

126,476

126,476(Note) Amounts less than one million yen are omitted.

41
Consolidated Statement of Changes in Equity

Current assets

53,827

Cash and deposits

1,262

Accounts receivable - other

18,674

Short-term loans to affiliatedcompanies

33,802

Income taxes receivable

77

Other

11

Non-current assets

56,896

Property, plant andequipment

5,607

Buildings

2,231

Tools, equipment andfixtures
Land

2
3,369

Construction in progress

3

Intangible assets

56

Software39

Trademark right17

Investments and otherassetsShares of affiliatedcompanies

51,23230,862

Deferred tax assets

2,518

Long-term loans receivablefrom subsidiaries andassociates

17,714

Other
Total assets

136
110,724

Current liabilities
Current portion of bonds
payableAccounts payable-otherAccrued expenses
Provision for bonuses
Provision for directors’
bonuses
Provision for stocks payment
Provision for management
board incentive plan trust
Other
Non-current liabilities
Bonds payable
Long-term borrowings
Derivatives liabilities
Other
Total liabilities
NET ASSETS
Shareholders’ equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings
carried forward
Treasury stock
Share acquisition rights
Total Net Assets
Total Liabilities and Net
Assets

5,877
5,000
250
409
33
18
78
40
46
26,3875,000
18,6842,289
414
32,26577,312
7,790
27,473
9,364
18,10947,97347,97347,973(5,925)
1,146
78,459110,724(Note) Amounts less than one million yen are omitted.

Balance Sheet

Convocation Notice

LIABILITIESReference Documents for
General Meeting of Shareholders

ASSETS

AmountBusiness Report

Account

AmountAudit Reports

Account

Consolidated Financial
Statements(Millions of yen)

Financial Statements

Non-consolidated Financial Statements
Balance Sheet (as of March 31, 2024)

42

Statement of Income (April 1, 2023 to March 31, 2024)
Account
Operating revenue
Operating expenses
Operating profit
Non-operating profit
Interest income
Guarantee commission received
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on derivatives
Other
Ordinary income
Extraordinary gain
Gain on dividends in kind
Extraordinary loss
Loss on sale of non-current assets
Loss on retirement of non-current assets
Impairment loss
Net profit before income taxes
Income taxes-current
Income taxes-deferred
Net profit(Note) Amounts less than one million yen are omitted.

43
Statement of Income(Millions of yen)Amount10,488
2,185
8,303
1,294
561
820
6
1,140
909
0

640
37
0
377
(1,231)
1,074

2,681

2,050
8,934
640

415
9,159
(156)
9,315

(Millions of yen)

Capital
stock

9,364

18,10945,658(5,925)74,996(6,999)(6,999)

9,315

9,315
(522)

(522)

521

521

－

－

2,315

(0)

2,315

7,790

9,364

18,10947,973(5,925)77,312

ShareacquisitionrightsTotal net
assets1,146Business Report－

76,143

Consolidated Financial
Statements

Balance atApril 1, 2023
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 2024

7,790

Total
shareholders’equity(6,999)
9,315
(522)
521
－

2,315

1,146

78,459Financial Statements

Balance atApril 1, 2023
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 2024

Treasurystock

Reference Documents for
General Meeting of Shareholders

Shareholders’ equity
Capital surplus
Retained earnings
Other retained
earnings
CapitalOther capitalreserve
surplusRetained earnings
carried forward

Convocation NoticeStatement of Changes in Net Assets (April 1, 2023 to March 31, 2024)

Audit Reports(Note) Amounts less than one million yen are omitted.

44
Statement of Changes in Net Assets

Audit Reports
Transcript of Accounting Auditor’s audit report on consolidated financial statements
Independent Auditor’s Report
May 20, 2024
To the Board of Directors of
ARE Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo office
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Hiroaki Hono
Takamichi
Komiyama

Audit Opinion
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial
statements, namely the consolidated statement of financial position, the consolidated statement ofincome, and the consolidated statement of changes in equity, and the basis of preparing consolidated
financial statements and other notes of ARE Holdings, Inc. (former company name: Asahi Holdings,Inc.) for the consolidated fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the above consolidated financial statements are prepared in conformity with theaccounting standards stipulated by the provision of the second sentence of Article 120, Paragraph 1 of
the Rules of Corporate Accounting, which allow partial omission of the disclosures required by thedesignated international accounting standards, and present fairly, in all material respects, the assets aswell as income and losses in the period pertaining to consolidated financial statements of the corporategroup which consists of ARE Holdings, Inc. (former company name: Asahi Holdings, Inc.) and its
consolidated subsidiaries.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of theConsolidated Financial Statements.” We are independent of the Company and its consolidated
subsidiaries in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate
audit evidence to provide a basis for our audit opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. The Audit and Supervisory
Committee is responsible for overseeing the Directors’ performance of duties within the maintenanceand operation of the reporting process for the other information.
The scope of our opinion on the consolidated financial statements does not include the otherinformation, and we do not provide our opinion on the other information.
Our responsibility for the audit of the consolidated financial statements is to read the other information,
and, in doing so, consider whether there is a material inconsistency between the other information andthe consolidated financial statements or our knowledge obtained during audit, and give attention to
45
Transcript of Accounting Auditor’s audit report on consolidated financial statements

46
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements
Financial Statements
Audit Reports

whether there are any other indications of material errors in the other information aside from suchmaterial inconsistency.
If, based on the audit work performed, we determine that there is a material misstatement in the otherinformation, we are required to report such facts.
We have no matters to report with respect to the other information.
Responsibility of Management and the Audit and Supervisory Committee for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial
statements in conformity with the accounting standards stipulated by the provision of the second
sentence of Article 120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial
omission of the disclosures required by the designated international accounting standards. 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.
In preparing the consolidated financial statements, management is responsible for assessing whether
it is appropriate to prepare the consolidated financial statements in accordance with the premise of agoing concern, and for disclosing matters relating to going concern when it is required to do so in
conformity with the accounting standards stipulated by the provision of the second sentence of Article
120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial omission of the disclosuresrequired by the designated international accounting standards.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties
related to designing and operating the financial reporting process.
Auditors’ Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to express
an opinion on the consolidated financial statements from an independent standpoint in an audit report,
based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material ifthey can be reasonably expected to, either individually or collectively, influence the decisions of users
taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the
purpose of the audit of the consolidated financial statements is not to express an opinion on theeffectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and theadequacy of related notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial
statements on the premise of a going concern and, based on the audit evidence obtained, determinewhether there is a significant uncertainty in regard to events or conditions that may cast significant
doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes tothe consolidated financial statements in the audit report, or if the notes to the consolidated financial
statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on
the consolidated financial statements. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, anentity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements
are in conformity with the accounting standards stipulated by the provision of the second sentenceof Article 120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial omission of
the disclosures required by the designated international accounting standards, assess thepresentation, structure, and content of the consolidated financial statements including related notes,
and whether the consolidated financial statements fairly present the transactions and accounting
events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising, and implementing theaudit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions
related to professional ethics in Japan as well as matters that are reasonably considered to have an
impact on the auditor’s independence, and where applicable, the details of any measures taken inorder to eliminate obstruction factors and any safeguards that have been applied to reduce
obstruction factors to acceptable levels.
Interests
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries
requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

47
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Takamichi
Komiyama

Audit Opinion
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the financial
statements, namely the balance sheet, the statement of income, and the statement of changes in net
assets of ARE Holdings, Inc. (former company name: Asahi Holdings, Inc.) for the 15th fiscal year
from April 1, 2023 to March 31, 2024, including notes to non-consolidated financial statements andaccompanying supplementary schedules thereto.
In our opinion, the financial statements and the accompanying supplementary schedules thereto
referred to the above present fairly, in all material respects, the assets as well as income and losses in
the period pertaining to such financial statements and the accompanying supplementary schedules
thereto in conformity with corporate accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the
Financial Statements and the Accompanying Supplementary Schedules.” We are independent of theCompany in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate
audit evidence to provide a basis for our audit opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. The Audit and Supervisory
Committee is responsible for overseeing the Directors’ performance of duties within the maintenanceand operation of the reporting process for the other information.
The scope of our opinion on the financial statements does not include the other information, and we
do not provide our opinion on the other information.
Our responsibility for the audit of the financial statements is to read the other information, and, in
doing so, consider whether there is a material inconsistency between the other information and thefinancial statements or our knowledge obtained during audit, and give attention to whether there are
any other indications of material errors in the other information aside from such material inconsistency.
If, based on the audit work performed, we determine that there is a material misstatement in the otherinformation, we are required to report such facts.
48
Transcript of Accounting Auditor’s audit report

Reference Documents for
General Meeting of Shareholders

Hiroaki Hono

Business Report

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

Consolidated Financial
Statements

To the Board of Directors of
ARE Holdings, Inc.

Financial Statements

May 20, 2024

Audit Reports

Independent Auditor’s Report

Convocation NoticeTranscript of Accounting Auditor’s audit reportWe have no matters to report with respect to the other information.
Responsibility of Management and the Audit and Supervisory Committee for the Financial
Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements andthe accompanying supplementary schedules thereto 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 financial statements and theaccompanying supplementary schedules thereto that are free from material misstatements caused byfraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and theaccompanying supplementary schedules in accordance with the premise of a going concern, and fordisclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties
related to designing and operating the financial reporting process.
Auditors’ Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due
to fraud or error, and to express an opinion on the financial statements and the accompanying
supplementary schedules from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably
expected to, either individually or collectively, influence the decisions of users taken on the basis of
the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the
purpose of the audit of the financial statements and the accompanying supplementary schedules is
not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and theadequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit
evidence obtained, determine whether there is a significant uncertainty in regard to events orconditions that may cast significant doubt on the entity’s ability to continue as a going concern. If
there is a significant uncertainty concerning the premise of a going concern, the auditor is required
to call attention to the notes to non-consolidated financial statements and the accompanying
49
Transcript of Accounting Auditor’s audit reportConvocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Audit Reports

Financial Statements

Consolidated Financial
Statements

supplementary schedules in the audit report, or if the notes to non-consolidated financial statements
and the accompanying supplementary schedules pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the financial statements and the accompanying
supplementary schedules. While the conclusions of the auditor are based on the audit evidence
obtained up to the date of the audit report, depending on future events or conditions, an entity may
be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to non-consolidated financial statements
and the accompanying supplementary schedules are in accordance with accounting principles
generally accepted in Japan, assess the presentation, structure, and content of the financial
statements and the accompanying supplementary schedules including related notes, and whether
the financial statements and the accompanying supplementary schedules fairly present thetransactions and accounting events on which they are based.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions
related to professional ethics in Japan as well as matters that are reasonably considered to have an
impact on the auditor’s independence, and where applicable, the details of any measures taken inorder to eliminate obstruction factors and any safeguards that have been applied to reduce
obstruction factors to acceptable levels.
Interests
Our firm and engagement partners have no interests in the Company requiring disclosure under theprovisions of the Certified Public Accountants Act of Japan.

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Transcript of Accounting Auditor’s audit reportTranscript of Audit and Supervisory Committee’s audit report
Audit Report
The Audit and Supervisory Committee audited the Directors’ performance of their duties during the15th fiscal year (from April 1, 2023 to March 31, 2024), and hereby reports the method and results of
the audit as follows.
1. Method and Content of Audit
The Audit and Supervisory Committee received reports periodically from Directors and employees
about the details of Board of Directors’ resolutions concerning the matters set forth in Article 39913, Paragraph 1, Item 1 (b) and (c), of the Companies Act, as well as the establishment andapplication of the internal control systems based on such resolutions, and then requested
explanations as necessary, expressed opinions and conducted audits by the following methods.
1) In conformity with the Audit and Supervisory Committee Auditing Standards established by
the Audit and Supervisory Committee and in accordance with the audit policies and important
audit items, directing the Audit Department and cooperating with the internal control division,
each Audit and Supervisory Committee Member attended important meetings, received reportson the status of performance of duties from the Directors and other employees and requested
explanations as necessary, viewed important approval documents, etc., and inspected the statusof the corporate affairs and assets of the Company. In addition, opinions were exchanged withRepresentative Director and President as well as Corporate Officers. Also, regarding theCompany’s major subsidiaries, each Audit and Supervisory Committee Member attended
important meetings, received reports on businesses, requested explanations as necessary, andshared opinions with Directors.
2) Each Audit and Supervisory Committee Member monitored and verified whether the
Accounting Auditor maintained its independence and properly conducted its audit, received areport from the Accounting Auditor on the status of its performance of duties including its
auditing plan, results of quarterly review, results of audit at the end of the period and others,
and requested explanations as necessary. Each Audit and Supervisory Committee Member was
notified by the Accounting Auditor that it had established a “system to ensure that theperformance of duties of the Accounting Auditor was properly conducted” (the matters listed
in the items of Article 131 of the Rules of Corporate Accounting) 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-described methods, each Audit and Supervisory Committee Member examined
the business report and the supplementary schedules thereto, the financial statements (balance sheet,statements of income and statements of changes in net assets and notes to non-consolidated financial
statements) and the supplementary schedules thereto, as well as the consolidated financial
statements (consolidated statement of financial position, consolidated statements of income and

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Transcript of Audit and Supervisory Committee’s audit reportAudit and Supervisory Committee, ARE Holdings, Inc.
Chairman:
Yoshinori Hara
Audit and Supervisory Committee Member:
Miyoko Kimura(current surname:Sakagawa)
Audit and Supervisory Committee Member:
Akinori Yamamoto
Audit and Supervisory Committee Member:
Yuki Tsuru(current surname:Itami)
Full-time Audit and Supervisory Committee Member: Mitsutoshi Kagimoto

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Audit Reports(Note) Audit and Supervisory Committee Members Yoshinori Hara, Miyoko Kimura, Akinori
Yamamoto, and Yuki Tsuru are Outside Directors set forth in Article 2, Item 15 and Article 331,
Paragraph 6 of the Companies Act.

Business Report

May 20, 2024

Consolidated Financial
Statements

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 andthe 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 thedescriptions in the business report and directors’ performance of their duties concerning theinternal control systems.
(2) Results of audit of financial statements 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.

Financial Statements

consolidated statements of changes in equity and notes to consolidated financial statements), for the
fiscal year under review.

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Transcript of Audit and Supervisory Committee’s audit reportTOPICS● ARE Holdings Trade Name Change
Asahi Holdings, Inc. changed its company name to ARE Holdings, Inc., effective as of July 1, 2023.
The A in “ARE” stands for “Asahi,” the R for “Resources,” and the E for “Environment,” and “ARE”
is pronounced as letters. Under our Purpose of being “Totally Committed to Protecting the Natural
Environment and Preserving Resources,” we have long operated our Precious Metals Business with
low impact on the environment and our Environmental Preservation Business conscious of recyclingof resources and energy. Amid the increasing interest in climate change and other global environmental
problems, we clarify our roles and significance within and outside of the Company by changing theCompany name to one that reflects our Purpose and keep moving forward to achieve financial values
and resolve social issues such as realization of circularity.

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TOPICS● Share Exchange Between Japan Waste and Renatus
On March 31, 2024, a share exchange was conducted between Japan Waste Corporation, which was aconsolidated subsidiary of the Company, and Renatus Co., Ltd., whereby Renatus became the wholly
owning parent company, and Japan Waste became the wholly owned subsidiary company.
Japan Waste has many customers making up a large nationwide business network, and now that it has
integrated with the large and efficient waste treatment facilities of Renatus through this share exchange,
the two companies will generate tremendous synergy. Moreover, by leveraging the cooperative
relationship between the DX business deployed by the Company in the area of environmental
preservation and the waste treatment business of Renatus as a platform, it will be possible to further
strengthen collaborations with large manufacturers, etc. and provide services that support the
decarbonization measures of Japan’s manufacturing companies.
In order to further enhance the Company’s corporate value, the Company will continue to maintain its
environmental preservation business segment and strive to deploy its related businesses through these
initiatives.

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TOPICS