(Translation)

ARTICLESOF
I N C O R PO RATI O N(AMENDED AS OF March 28, 2024)

Kirin Holdings Company, Limited(Translation)

ARTICLES OF INCORPORATIONOFKIRIN HOLDINGS COMPANY, LIMITED

Chapter I. General Provisions(Trade Name)
Article 1. The Company shall be called KIRIN HOLDINGS KABUSHIKI KAISHA, whichshall be written in English Kirin Holdings Company, Limited.
(Purposes)
Article 2. The purposes of the Company shall be to own shares or interests in companies(including foreign companies), kumiai (including foreign associations similar to kumiai), and othersimilar business entities that engage in the following businesses and to control and manage businessactivities of such companies and entities.
(1) Manufacture and sale of beer and other liquors.
(2) Manufacture and sale of soft and other drinks.
(3) Manufacture and sale of foods.
(4) Manufacture and sale of chemical products.
(5) Manufacture, sale, import and export of pharmaceutical products and medical machineryand equipment.
(6) Manufacture and sale of products and provision of services related to health(7) Manufacture and sale of fertilizers and feedstuffs.
(8) Sale and purchase, leasing and renting and administration and management of real estates.
(9) Warehousing business.
(10) Operation of sporting facilities.
(11) Operation of eating establishments, inns and hotels.
(12) Designing, manufacture, installation work, operation and management of manufacturing
equipment for liquors, various kinds of drinks and the like and its related apparatus andtechnical instructions therein and sale thereof.
(13) Production and sale of such agricultural products as seeds and saplings, flowering plants,
vegetables, fruit and the like.
(14) Financial business.
(15) Cargo transportation by automobiles.
(16) Business incidental or related to the businesses in each of the preceding items.
2.

The Company may engage in any business set forth in each of the items in thepreceding Paragraph and any business incidental or related thereto.
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(Translation)(Location of Head Office)
Article 3. The Company shall have its head office in Nakano-ku, Tokyo.
(Methods for Public Notices)
Article 4. Public notices of the Company shall be issued electronically. However, if for someunavoidable reason, such as an accident, it is unable to issue them electronically, the Company shallplace the public notices in the Nihon Keizai Shimbun.

Chapter II. Shares(Total Number of Shares Authorized to be Issued)
Article 5.

The total number of shares authorized to be issued by the Company shall be

1,732,026,000 shares.
(Acquisition of Treasury Shares)
Article 6. In accordance with the provisions of Article 165(2) of the Corporation Law, theCompany may, by a resolution of the Board of Directors of the Company, acquire treasury shares.
(Share Unit)
Article 7. The number of shares to constitute a unit share of the Company (Tangen-kabu)
shall be 100.
(Additional Purchase of Shares Less Than One Unit)
Article 8. Shareholders holding fractional unit share may request the Company to sell thenumber of shares that will, together with such fractional unit share, constitute one unit share of theCompany.
(Rights to Shares Less Than One Unit)
Article 9.

Shareholders of fractional unit shares of the Company may not exercise theirrights in relation to such fractional unit shares other than those stipulated in each of the following items.
(1)

Rights provided in each of the items of Article 189(2) of the Corporation Law(2)Rights to request pursuant to the provisions of Article 166(1) of the Corporation Law(3)

Rights to receive allotment of share offering and allotment of share subscription

rights in accordance with the number of shares possessed by the shareholders(4)

Rights to request provided in Article 92

(Translation)(Share Handling Rules)
Article 10. The handling relating to shares, and share subscription rights together with thefees therefor and procedures for the exercise of shareholders’ rights shall be governed by the provisionsof the relevant laws and regulations or the Articles of Incorporation of the Company and the Share
Handling Regulations to be established by the Board of Directors.
(Shareholder Register Administrator)
Article 11. The Company shall have a shareholder register administrator with respect toshares.
2.

The shareholder register administrator and its business office shall be determinedby resolution of the Board of Directors and public notice shall be given thereof.
3.

The preparation and maintenance of the shareholder register and the register ofshare subscription rights of the Company and other businesses relating to shares and share subscription
rights shall be entrusted to the shareholder register administrator and not handled by the Company.
(Record Date)
Article 12.

The Company shall treat the shareholders appearing or recorded in the final

shareholder register as of December 31 of each year as the shareholders entitled to exercise their rights
at the ordinary general meeting of shareholders.
2.

If it is necessary, in addition to the case of the preceding paragraph or other cases

set forth in the Articles of Incorporation, the Company may, upon giving prior public notice, set acertain date and treat the shareholders or the registered share pledgees appearing or recorded in theregister of shareholders as of such date as the shareholders or the pledgees entitled to exercise theirrights as such.

Chapter III. General Meeting of Shareholders(Convocation)
Article 13. The ordinary general meeting of shareholders shall be convened in March ofeach year.
2.

Extraordinary general meetings of shareholders shall be convened whenevernecessary.

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(Translation)

3.

The Company may hold a general meeting of shareholders that has no specified

location.
(Chairpersonship)
Article 14. Chairpersonship of a general meeting of shareholders shall be assumed by theDirector as predetermined by the Board of Directors. If the Director is unable to act, the Chairpersonshipshall be assumed by another Director in the order previously fixed by resolution of the Board ofDirectors.
(Measures, etc. for Providing Information in Electronic Format)
Article 15. The Company shall electronically provide information contained in reference
documents and other documents for the general meeting of shareholders in convening the general
meeting of shareholders.

2.

Among information to be provided electronically, the Company reserves the rightto exclude, in whole or in part, any or all of the information set forth by the Ordinance of the Ministryof Justice in the documents to be delivered to shareholders who have requested delivery of hardcopies
of documents by the record date for voting rights.
(Proxy Voting)
Article 16. A Shareholder may appoint one proxy who exercises such shareholder’s voting
rights on behalf of such shareholder; provided, however, that such proxy must be a shareholder of theCompany entitled to vote.
2.

A shareholder or a proxy shall submit a document certifying the power ofrepresentation to the Company at each general meeting of shareholders.
(Method of Resolutions)
Article 17.

Unless otherwise provided for in laws and regulations, or the Articles ofIncorporation, the resolutions of a general meeting of shareholders shall be adopted by a majority of theshareholders present.
2.

Resolutions of a general meeting of shareholders as provided for in Article 309(2)of the Corporation Law shall be adopted, at such meeting at which shareholders holding 1/3 or moreof the voting rights of all shareholders entitled to exercise their voting rights are present, by 2/3 ormore of the voting rights of the shareholders so present.

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(Translation)(Minutes)
Article 18.

The gist of the proceedings and the actions taken at a general meeting ofshareholders and other matters provided by relevant laws and regulations shall be recorded in minutes,and such minutes shall be kept at the Company.

Chapter IV. Directors and Board of Directors, and Executive Officers(Board of Directors)
Article 19. The Company shall establish a Board of Directors.
(Number of Directors)
Article 20. The Company shall have not more than 12 Directors.
(Method of Election)
Article 21. Directors shall be elected at a general meeting of shareholders.
2.

For the purpose of election under the preceding paragraph, the presence of holdersof 1/3 or more of the voting rights held by all shareholders entitled to exercise their voting rights anda majority of the voting rights of the shareholders so present shall be required.
3.

No cumulative voting shall be used for the election of Directors.

(Term of Office)
Article 22. The term of office of Directors shall expire at the close of the ordinary general
meeting of shareholders relating to the last fiscal year that closes within 1 year after the election.
(Remuneration, etc.)
Article 23.

The remuneration, bonuses and any other proprietary benefits to be paid toDirectors by the Company in consideration for their performance of duty (hereinafter referred to as“remunerations”) shall be subject to the resolution of a general meeting of shareholders.
(Roles of the Board of Directors)
Article 24. The Board of Directors shall be composed of the Directors, and shall decide themanagement of corporate affairs and supervise the execution of the duties by Directors.
(Representative Directors, Senior Directors and Executive Officers)
Article 25.

The Board of Directors may, by its resolution, appoint one Director &Chairperson, one Director & President, and one or more Director & Vice President(s).
5(Translation)

2.

The Board of Directors shall, by its resolution, appoint one or more Director(s) torepresent the Company.
3.

The Board of Directors shall, by its resolution, appoint one or more ExecutiveOfficer(s) and determine their roles and responsibilities.
4.

The Board of Directors shall, by its resolution, appoint one Senior Executive Officer& President, and may appoint one Senior Executive Officer & Chairperson and one or more Senior
Executive Officer & Vice President(s) and Senior Executive Officer(s).
(Convocation Notice of the Board of Directors)
Article 26. Convocation notice of a meeting of the Board of Directors shall be dispatched toeach Director and each Corporate Auditor at least three (3) days prior to the date of the meeting; provided,
however, that such period may be shortened in case of urgency.
(Resolutions of Board of Directors)
Article 27. The resolutions of the Board of Directors shall be made by a majority of theDirectors present when a majority of the Directors entitled to participate in the vote are present.
2.

Propositions relating to matters to be resolved by the Board of Directors shall bedeemed to have been resolved by the Board of Directors if all the Directors (limited to those Directors
entitled to participate in the vote) agreed in writing or by electromagnetic means; provided, however,that a proposition shall not be deemed to be resolved if any of the Corporate Auditors objected to suchproposition.
(Exemption from Liability of Directors)
Article 28.

The Company may, by resolution of the Board of Directors pursuant to theprovisions of Article 426(1) of the Companies Act, exempt any Director (including former Directors)
from liabilities to the extent provided in laws and regulations.
2.

The Company may, pursuant to the provisions of Article 427(1) of the Companies

Act, enter into agreements with Directors (excluding Executive Directors, etc.) to limit their liability
for damages arising from negligence in the performance of their duties. Provided, however, that any
limitation of liabilities under such agreements shall be consistent with all relevant laws and regulations.

6(Translation)

Chapter V. Corporate Auditors and Board of Corporate Auditors(Auditor and Board of Auditors)
Article 29.

The Company shall appoint Corporate Auditors and establish a Board ofCorporate Auditors.
(Number of Auditors)
Article 30. The Company shall have not more than 5 Corporate Auditors.
(Method of Election)
Article 31. Corporate Auditors shall be elected at a general meeting of shareholders.
2.

For the purpose of election under the preceding paragraph, the presence of holdersof 1/3 or more of the voting rights held by all shareholders entitled to exercise their voting rights anda majority of the voting rights of the shareholders so present shall be required.
(Term of Office)
Article 32. The term of office of Corporate Auditors shall expire at the close of the ordinary
general meeting of shareholders relating to the last fiscal year that closes within 4 years after the election;
provided, however, that the term of office of Corporate Auditors elected to fill the vacancies created by
the retirement of Corporate Auditors before expiration of their term of office will expire at such time as
the term of office of the retired Corporate Auditors would have expired.
(Remunerations)
Article 33. The remunerations to Corporate Auditors shall be subject to the resolution of ageneral meeting of shareholders.
(Roles of Board of Auditors)
Article 34. The Board of Corporate Auditors shall be composed of Corporate Auditors. The
Board shall have the functions provided for in laws and regulations and shall also, by its resolution, be
entitled to determine matters relating to the execution of duties of Corporate Auditors; provided,
however, that the Board shall not interfere with the exercise of functions of Corporate Auditors.
(Full-time Auditor(s))
Article 35. The Board of Corporate Auditors shall select a standing Corporate Auditor(s)from among the Corporate Auditors.

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(Translation)(Convocation Notice of Board of Auditors)
Article 36. Convocation notice of a meeting of the Board of Corporate Auditors shall bedispatched to each Corporate Auditor at least three (3) days prior to the date of the meeting; provided,
however, that such period may be shortened in case of urgency.
(Method of Resolutions of Board of Auditors)
Article 37. The resolutions of the Board of Corporate Auditors shall be made by a majorityof Corporate Auditors.
(Exemption from Liability of Auditors)
Article 38.

The Company may, by resolution of the Board of Directors pursuant to theprovisions of Article 426(1) of the Companies Act, exempt any Corporate Auditor (including former
Corporate Auditors) from liability to the extent provided in laws and regulations.
2.

The Company may, pursuant to the provisions of Article 427(1) of the Companies

Act, enter into agreements with Corporate Auditors to limit their liabilities for damages arising fromnegligence in the performance of their duties. Provided, however, that any limitation of liabilities undersuch agreements shall be consistent with all relevant laws and regulations.

Chapter VI. Accounting Auditors(Accounting Auditors)
Article 39. The Company shall have Accounting Auditors.
(Method of Election)
Article 40. The Accounting Auditors shall be elected at a general meeting of shareholders.
(Term of Office)
Article 41. The term of office of Accounting Auditors shall expire at the close of the ordinary
general meeting of shareholders relating to the last fiscal year that closes within 1 year after the election.
2.

Unless otherwise resolved at the ordinary general meeting of shareholders provided

in the preceding paragraph, Accounting Auditors shall be deemed to be re-elected at such ordinary
general meeting of shareholders.

8(Translation)

Chapter VII. Accounts(Fiscal Year)
Article 42.

The fiscal year of the Company shall commence on January 1 and end on

December 31 of each year.
(Record Date for Dividends of Surplus)
Article 43.

The Company shall, by resolution of the general meeting of shareholders,appropriate dividends of surplus and pay the same to the shareholders or registered share pledgees
appearing or recorded in the final shareholder register as of the last day of each fiscal year.
2.

By resolution of the Board of Directors, the Company may pay interim dividends

to the shareholders or registered share pledgees appearing or recorded in the final shareholder register
as of June 30 of each year.
(Period of Exclusion Concerning Dividends)
Article 44. The Company shall be relieved of the obligation to pay any dividends of surplus(including interim dividends; the same applies hereinafter) upon expiration of 5 years following the dayon which such dividend became due and payable.
2.

Dividends of surplus shall bear no interest.

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March 28, 1975:
January 1, 1977:
April 28, 1978:
April 28, 1980:
April 28, 1981:
April 28, 1982:
April 27, 1984:
April 26, 1985:
April 28, 1986:
April 28, 1988:

Amended in their entirety as a result of the amendment of the CommercialCode.
Article 3 amended (amendment with specified effective date adopted onApril 28, 1976).
Article 16 amended, Supplementary Provisions deleted in their entirety.
Article 5 amended.
Article 16 amended.
Article 23 newly created, Articles 5, 6, 7, 8, 10, 11, 13, 17, 20 and 25
amended, Supplementary Provisions newly created.
Articles 2 and 16 amended.
Article 2 amended, Supplementary Provisions deleted in their entirety.
Article 16 amended.
Articles 10, 11, 16, 24, 25 and 27 amended, Supplementary Provisions
newly created (deleted as of December 31, 1988).
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(Translation)

March 29, 1990:
March 28, 1991:
March 27, 1992:
March 30, 1994:
May 1, 1995:
March 27, 1998:
March 30, 1999:
March 30, 2000:
March 29, 2001:
March 28, 2002:
March 28, 2003:
March 30, 2004:

March 30, 2006:
May 1, 2006:

March 28, 2007:
July 1, 2007:
March 26, 2008:
March 26, 2009:
March 29, 2012:
March 28, 2013:
April 1, 2014
March 30, 2022:
March 30, 2023:
March 28, 2024:

Articles 5, 10, 11 and 25 amended.
Articles 6, 7, 8 and 9 amended.
Article 16 amended.
Articles 23, 24, 25, 26, 27 and 29 newly created, Articles 16, 17, 18 and 19
amended.
Article 3 amended (amendment with specified effective date adopted on
March 30, 1995).
Article 5 amended.
Articles 2 and 5 amended.
Articles 2 and 5 amended.
Article 5 amended.
Articles 5, 6, 7, 8, 17 and 24 amended.
Articles 7, 8, 10, 14, 16, 18, 25 and 31 amended, Article 33 deleted,
Supplementary Provisions newly created.
Articles 6 and 8 newly created, Articles 2, 9, 10 and 11 amended,
Supplementary Provisions deleted in their entirety and Supplementary
Provisions Articles 1 newly created.
Articles 25 and 33 newly created, Supplementary Provision Article 1deleted.
Articles 6, 19, 27, 29, 37 and 39-41 newly created, Articles 5, 7-14, 17, 18,
21-23, 25, 31-35, and 42-44 amended (amendment with specified effective
date adopted on March 30, 2006).
Articles 10 and 17 newly created, Articles 18 and 22 amended.
Articles 1 and 2 amended (amendment with specified effective dateadopted on March 28, 2007).
Articles 4 and 11 amended.
Articles 7, 8, 10 and 11 amended, Articles 6 and 13 deleted, Supplementary
Provisions newly created (deleted as of January 6, 2010).
Article 13 amended.
Article 3 amended, Supplementary Provision newly created (deleted as ofMay 10, 2013).
Article 7 amended, Supplementary Provision newly created (deleted as ofApril 1, 2014).
Article 2, 15, 28 and 38 amended, Supplementary Provision newly created(deleted as of March 1, 2023).
Article 13 amended.
Article 14 and 25 amended.