(Notes)
1. This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japaneseoriginal, the Japanese original shall prevail.
2. "Audit & Supervisory Board Member(s)" and "Audit & Supervisory Board" describedherein mean "Kansayaku" and "Kansayaku-kai" stipulated in the Japanese Companies Act
respectively.

Reference Documents for the Ordinary General Meeting of Shareholders
Proposal No. 1:

Appropriation of surplus

The Board proposes the payment of a year-end dividend of ¥36.50 per share after taking various
factors into account, including the Company’s operating results for this fiscal year, and the businessenvironment, in accordance with the Company’s dividend policy. As a result, including the interim
dividend of ¥34.50 per share, the annual dividend for this fiscal year will amount to ¥71 per share,
an increase of ¥2 over the previous fiscal year.
1. Matters regarding year-end dividend:(1) Matters related to the allocation of the dividend property to shareholders and the total amountthereof:¥36.50 per share of the Company’s common stock
Total amount: ¥29,630,147,573(2) Effective date of payment of dividend:
March 29, 2024
The Company’s Dividend Policy
We consider a return of profits to shareholders to be one of the most important management
issues, based on the capital policy formulated in the Kirin Group Medium-Term Business Plan 2022
– 2024. Since our establishment in 1907, the Company has consistently distributed a dividend toshareholders in every financial period. In addition to the stable and continuous payment of dividends
based on "Consolidated dividend payout ratio*1 of 40% or more of normalized EPS* 2," we will also
consider opportunities to acquire treasury stock as an additional return to shareholders, taking into
consideration the optimal capital structure, market environment, and financial resources afterinvestment.
*1*2

Consolidated dividend payout ratio calculated in accordance with International Financial Reporting Standards (IFRS).
Normalization: By removing other operating income or expenses, etc. and other non-recurring items, it is adjusted toreflect actual earnings more accurately.

1

Proposal No. 2:

Partial amendment to the Articles of Incorporation

1. Reasons for the Amendment
The Company has introduced an executive officer system. In order to enabling the flexible constructionof an optimal management system, the Company may be able to select the President not only fromamong Directors, but also from among Executive Officers after this amendment. In addition, the methodof appointing Executive Officers will be clarified, and necessary changes will be made to the provisions
regarding the Chairperson of the General Meeting of Shareholders and Directors with executive
responsibilities.

2. Contents of the Amendment
The current Articles of Incorporation and proposed amendments are as follows:

Current Articles of Incorporation(Chairpersonship)(Underlined parts show proposed changes.)
Proposed Amendment(Chairpersonship)

Article 14. Chairpersonship of a general
meeting of shareholders shall be assumed by
the President. If the office of the President isvacant or if the President is unable to act, theChairpersonship shall be assumed by another
Director in the order previously fixed byresolution of the Board of Directors.

Article 14. Chairpersonship of a general
meeting of shareholders shall be assumed by
the Director as predetermined by the Board of
Directors. If the Director is unable to act, theChairpersonship shall be assumed by another
Director in the order previously fixed byresolution of the Board of Directors.

Chapter IV.
Directors

Directors and Board of Chapter IV. Directors and Board of Directors,
and Executive Officers(Representative
Directors)

Directors

andSenior (Representative Directors, Senior Directors
and Executive Officers)

Article 25. The Board of Directors may, by
its resolution, appoint one Director &Chairperson and one Director & President,
and one or more Director & Vice President(s),Senior Managing Director(s) and Managing
Director(s).

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).

2. The Director & President shall represent (Deleted)
the Company.

23. In addition to the preceding paragraph, the 2. The Board of Directors shall, by its
Board of Directors may, by its resolution, resolution, appoint one or more Director(s) toappoint one or more Director(s) to represent represent the Company.
the Company.
(Newly established)

3. The Board of Directors shall, by its
resolution, appoint one or more Executive
Officer(s) and determine their roles andresponsibilities.

(Newly established)

4. The Board of Directors shall, by its
resolution, appoint one Senior Executive
Officer & President, and may appoint one
Senior Executive Officer & Chairperson andone or more Senior Executive Officer & Vice
President(s) and Senior Executive Officer(s).

3Proposal No. 3: Election of twelve (12) Directors of the Board
Upon the close of this Ordinary General Meeting of Shareholders, the terms of office of all
twelve (12) Directors of the Board will expire.
Accordingly, shareholders are requested to elect twelve (12) Directors of the Board.
The candidates for the positions of Directors of the Board are as follows:
No.

Name (Age)Current title and responsibilities at the Company

Rate andnumber ofattendance atBoard Meetings

Number ofyears in
office1

Candidate forReelection

Yoshinori
Isozaki(70)

President & Chief Executive Officer

100%(15 times of
15 meetings)

9 years2

Candidate forReelection

TakeshiMinakata(62)

Director of the Board, Senior Executive Officer
Health Strategy; President of Health Science
Division

100%(15 times of
15 meetings)

2 years3

Candidate forReelection

Junko
Tsuboi(61)

Director of the Board, Senior Executive Officer
Personnel and General Affairs

100%(12 times of
12 meetings)

1 year

4

New Candidate

Toru
Yoshimura(59)

Senior Executive Officer

—

—

5

New Candidate

Shinjiro
Akieda(58)

Senior Executive Officer
Financial Strategy, IR——

Masakatsu
Mori

(77)

Non-executive Director
Chairman of the Board

100%(15 times of
15 meetings)

5 years

Hiroyuki
Yanagi(69)

Non-executive Director
Member of the Nomination and Remuneration
Advisory Committee

100%(15 times of
15 meetings)

5 years

NorikoShiono(63)

Non-executive Director
Member of the Nomination and Remuneration
Advisory Committee

100%(15 times of
15 meetings)

4 yearsRod
Eddington(74)

Non-executive Director

80%(12 times of
15 meetings)

4 years

Candidate forReelection

6

Candidate forNon-executive
Director
Candidate for
Independent
Officer
Candidate forReelection

7

Candidate forNon-executive
Director
Candidate for
Independent
Officer
Candidate forReelection

8

Candidate forNon-executive
Director
Candidate for
Independent
Officer
Candidate forReelection

9

Candidate forNon-executive
Director
Candidate for
Independent
Officer4

No.

Name (Age)Current title and responsibilities at the Company

Rate andnumber ofattendance atBoard Meetings

Number ofyears in
officeCandidate forReelection

10

Candidate forNon-executive
Director

GeorgeOlcott(68)

Non-executive Director

93%(14 times of
15 meetings)

4 years

ShinyaKatanozaka(68)

Non-executive Director

92%(11 times of
12 meetings)

1 yearYoshikoAndo(65)

Audit & Supervisory Board Member

93%(14 times of
15 meetings)—

Candidate for
Independent
Officer
Candidate forReelection

11

Candidate forNon-executive
Director
Candidate for
Independent
Officer
New Candidate

12

Candidate forNon-executive
Director
Candidate for
Independent
Officer(Notes)1. Age is as of the date of this Ordinary General Meeting of Shareholders.
2. As for the attendance at the Board Meetings of Ms. Junko Tsuboi and Mr. Shinya Katanozaka, the Board
Meetings applicable to them are only those held on and after March 30, 2023.
3. As for the attendance at the Board Meetings of Ms. Yoshiko Ando, the Board Meetings applicable to her are
only those which she attended as Audit & Supervisory Board Member.
4. The number of years in office is the number of years since each candidate assumed office as Director of theBoard of the Company (until the close of this Ordinary General Meeting of Shareholders).

5No. 1

Yoshinori Isozaki

Candidate for Reelection
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

August 9, 1953
71,948 shares
100%(15 times of 15 meetings)

Profile, title and responsibilities
April 1977
Joined the Company
March 2004
Director of San Miguel Corporation
March 2007
General Manager of Corporate Planning Dept. of the Company
March 2008
Executive Officer and General Manager of Corporate Planning Dept.
of the Company
March 2009
Senior Executive Officer and General Manager of Corporate
Planning Dept. of the Company
March 2010
Managing Director of the Company (resigned in March 2012)
March 2012
President & CEO of Kirin Brewery Company, Limited (resigned in
January 2015)
January 2013
President & Chief Executive Officer of Kirin Company, Limited
March 2015
President & Chief Executive Officer of the Company(Present Position)
September 2021
President & CEO of Kirin Brewery Company, Limited (resigned in
January 2022)
Reasons for nomination as a candidate for Director of the Board
Mr. Yoshinori Isozaki has worked in the areas of business development, overseas
business, and corporate planning, among others, since he joined the Company and has
considerable business experience and deep insight in the management of the Group. Since
taking office as President & CEO of the Company in 2015, he has realized the structuralreform of the Group centered on (i) strengthening and growing profit base in the beerbusiness, one of the Company’s core businesses, and (ii) restructuring and revitalizing lowprofit businesses. Further, he has ensured to promote management reform including
enhancement of corporate governance. In recent years, he has demonstrated strong
leadership in responding to changes in the business environment caused by soaring raw
material prices and sudden exchange rate fluctuations associated with global geopoliticalrisk and others, and led the Group's business recovery and regrowth. For the reasons above,
the Board has determined that he is a suitable candidate to carry out the tasks needed forrealizing the Company’s Long-Term Management Vision “Kirin Group Vision 2027” andachieving the “Kirin Group 2022-2024 Medium-Term Business Plan” toward continuous
improvement of corporate value and overseeing the entire Kirin Group.
Note:
No conflict of interests exists between the Company and Mr. Yoshinori Isozaki.

6

No. 2

Takeshi Minakata

Candidate for Reelection
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

December 31, 1961
8,835 shares
100%(15 times of 15 meetings)

Profile, title and responsibilities
April 1984
Joined the Company
March 2012
General Manager of Corporate Planning Dept. of Kirin Brewery
Company, Limited
January 2013
Executive Officer and General Manager of Corporate Planning Dept.
of Kirin Company, Limited
Executive Officer and General Manager of Corporate Planning Dept.
of Kirin Brewery Company, Limited
March 2015
Senior Executive Officer and Director of Group Strategy Planning of
the Company
Senior Executive Officer and General Manager of Corporate Planning
Dept. of Kirin Company, Limited
March 2016
Senior Executive Officer of the Company (resigned in March 2018)
April 2016
President and CEO of Myanmar Brewery Limited
March 2018
Executive Director of the Board, President & Chief Executive Officer
of Kyowa Hakko Bio Co., Ltd. (resigned in December 2021)
March 2020
Senior Executive Officer of the Company
March 2022
Director of the Board, Senior Executive Officer of the Company
Director of Kyowa Kirin Co., Ltd. (Present Position)
April 2022
Director of the Board, Senior Executive Officer, President of Health
Science Division of the Company (Present Position)
August 2023

Director of the Board of Blackmores Limited (Present Position)

Responsible for
Health Science Strategy, President of Health Science Division
Significant positions concurrently held at other companies and organizations
Director of Kyowa Kirin Co., Ltd.
Director of the Board of Blackmores Limited
Reasons for nomination as a candidate for Director of the Board
Mr. Takeshi Minakata has worked in the areas of production, corporate planning, andoverseas business since he joined the Company, and has considerable business experienceand deep insight in the management of the Group. He served as President of the Company’s
subsidiaries in Japan and overseas since taking office as Senior Executive Office of theCompany in 2015 and served as President of Health Science Division since taking office as
Director of the Board of the Company in 2022, and has made a great contribution in
structural reform and management reform of the Group by managing Overseas Business andbuilding the foundations for growth in the Domestic and International Health Science7domain. For the reasons above, the Board has determined that he is a suitable candidate tocarry out the tasks needed for realizing the Company’s Long-Term Management Vision“Kirin Group Vision 2027” and achieving the “Kirin Group 2022-2024 Medium-TermBusiness Plan” toward continuous improvement of corporate value and overseeing the entire
Kirin Group.
Notes:
1. No conflict of interests exists between the Company and Mr. Takeshi Minakata.
2. Mr. Takeshi Minakata is to resign from the position of Director of Kyowa Kirin Co., Ltd. upon
the close of Kyowa Kirin Co., Ltd.’s 101st Ordinary General Meeting of Shareholders to beheld in March 2024, due to the expiration of his term of office.

8

No. 3Junko Tsuboi

Candidate for Reelection
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

August 8, 1962
19,931 shares100%(12 times of 12 meetings)

Profile, title and responsibilities
April 1985
Joined the Company
March 2005
General Manager of Corporate Communication Dept. of Kirin
Beverage Company, Limited
March 2010
Director of the Board, President and CEO of Yokohama Akarenga Inc.
March 2012
General Manager of CSR Promotion Dept. andCorporate Communication Dept. of the Company
November 2012
General Manager of Corporate Communication Dept. of the Company
January 2013
General Manager of Strategic Branding Dept., CSV Division of
Kirin Company, Limited
March 2014
Executive Officer, General Manager of Strategic Branding Dept.,
CSV Division of Kirin Company, Limited
March 2019
Senior Executive Officer, General Manager of Strategic Branding
Dept. of the Company
June 2020
Outside Director of FANCL Corporation (Present Position)
March 2022
Senior Executive Officer of the Company
March 2023
Director of the Board, Senior Executive Officer (Present Position)
Responsible for
Personnel and General Affairs
Significant positions concurrently held at other companies and organizations
Outside Director, FANCL Corporation
Reasons for nomination as a candidate for Director of the Board
Ms. Junko Tsuboi has worked in the areas of manufacturing technology, marketing, public
relations, corporate branding and diversified business, among others, since she joined theCompany, and has considerable business experience and deep insight in the management of
the Group. She was responsible for marketing strategy and brand strategy after taking officeas Senior Executive Office of the Company in 2019 and has been responsible for personnel
and general affairs since 2022, and, through promotion of human capital strategies alignedwith long term management plan, has made a great contribution towards management
reform of the Group, bringing the perspective of diversity in the management team after taking
office as Director in 2023. For the reasons above, the Board has determined that she is asuitable candidate to carry out the tasks needed for realizing the Company’s Long-Term
Management Vision “Kirin Group Vision 2027” and achieving the “Kirin Group 2022-2024
Medium-Term Business Plan” toward continuous improvement of corporate value andoverseeing the entire Kirin Group.

9Note:
1. No conflict of interests exists between the Company and Ms. Junko Tsuboi.
2. As for the attendance at the Board Meetings of Ms. Junko Tsuboi, the Board Meetings
applicable to her are only those held on and after March 30, 2023, the date of her assumptionof office.

10No. 4

Toru Yoshimura

New Candidate

Date of birth
Number of the Company’s shares held

June 8, 1964
9,942 shares

Profile, title and responsibilities
April 1988
Joined the Company
March 2016
General Manager of Corporate Planning Dept. of Kirin Company,
LimitedMarch 2017
Director of Group Alliance Strategy of the Company
Executive Officer and General Manager of Corporate Planning
Dept. of Kirin Company, Limited
March 2018
Executive Officer and Director of Group Alliance Strategy of theCompany
Senior Executive Officer and General Manager of Corporate
Planning Dept. of Kirin Company, Limited
March 2019
Senior Executive Officer and General Manager of Corporate
Planning Dept. of the Company
Director of the Board of Kirin Beverage Company, Limited
March 2021
Director of the Board of Kirin Brewery Company, Limited
January 2022
Senior Executive Officer of the Company (Present Position)
President & CEO of Kirin Beverage Company, Limited (Present
Position)
Significant positions concurrently held at other companies and organizations
President & CEO of Kirin Beverage Company, Limited
Reasons for nomination as a candidate for Director of the Board
Mr. Toru Yoshimura has worked in the areas of production, overseas business and alliancestrategies since he joined the Company, and has considerable business experience and deep
insight in the management of the Group. He served as General Manager of Corporate
Planning Dept. of the Company and promoted building the foundations for growth in the
Health Science domain since taking office as Senior Executive Officer from 2019, and hehas made a great contribution in structural reform and management reform of the Group, byleading the expansion of Health Science domain in addition to the existing business of Kirin
Beverage Company, Limited since taking office as President & CEO of Kirin Beverage
Company, Limited in 2022. For the reasons above, the Board has determined that he is asuitable candidate to carry out the tasks needed for realizing the Company’s Long-Term
Management Vision “Kirin Group Vision 2027” and achieving the “Kirin Group 2022-2024
Medium-Term Business Plan” toward continuous improvement of corporate value andoverseeing the entire Kirin Group.

11

Note:
No conflict of interests exists between the Company and Mr. Toru Yoshimura.

12

No. 5

Shinjiro Akieda

New Candidate

Date of birth
Number of the Company’s shares held

July 18, 1965
8,468 shares

Profile, title and responsibilities
April 1988
Joined the Company
March 2010
Chairman and CEO of Taiwan Kirin Company, Limited
March 2013
Executive Officer and General Manager of Corporate Planning
Dept. of Mercian Corporation
March 2015
Executive Officer and General Manager of Corporate Planning Dept.
of Kirin Beverage Company, Limited
March 2017
Senior Executive Officer and General Manager of Corporate
Planning Dept. of Kirin Beverage Company, Limited
March 2018
Executive Officer and General Manager of Corporate Planning Dept.
of Kirin Brewery Company, Limited
March 2019
Executive Officer and General Manager of Corporate Planning Dept.
of the Company
March 2020
Executive Officer and General Manager of Corporate Planning Dept.
and DX Strategy Dept. of the Company
January 2022
Executive Officer and General Manager of Corporate Planning Dept.
of the Company
Director of the Board of Kirin Brewery Company, Limited
March 2022
Senior Executive Officer and General Manager of Corporate
Planning Dept. of the Company
March 2023
Senior Executive Officer of the Company (Present Position)
Responsible forFinancial Strategy, IR
Reasons for nomination as a candidate for Director of the Board
Mr. Shinjiro Akieda has worked in the areas of sales and overseas business, including
promoting profit structure reforms as General Managers of Corporate Planning Depts. of
three major domestic subsidiaries in the food domain, since he joined the Company, and has
considerable business experience and deep insight in the management of the Group. He
served not only as General Manager of Corporate Planning Dept. of the Company but also
built the foundation of the DX strategy since taking office of Senior Executive Officer of
the Company in 2022, and he has been responsible for Financial Strategy and IR since 2023,
and has made a great contribution in structural reform and management reform of the Group.
For the reasons above, the Board has determined that he is a suitable candidate to carry out
the tasks needed for realizing the Company’s Long-Term Management Vision “Kirin Group
Vision 2027” and achieving the “Kirin Group 2022-2024 Medium-Term Business Plan”
toward continuous improvement of corporate value and overseeing the entire Kirin Group
Notes:
1. No conflict of interests exists between the Company and Mr. Shinjiro Akieda.

13

2.

Mr. Shinjiro Akieda is to assume the position of Director of Kyowa Kirin Co., Ltd. with theapproval of the 101st Ordinary General Meeting of Shareholders of Kyowa Kirin Co., Ltd. tobe held in March 2024.

14

No. 6

Masakatsu Mori
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

January 22, 1947
24,600 shares
100%(15 times of 15 meetings)

Profile, title and responsibilities
April 1969
Joined Arthur Andersen, LLP
February 1989
Japan Representative of Andersen Consulting (currently Accenture
Japan Ltd.)
December 1995
President and Management Director of Andersen Consulting
April 2003
Chairman and Management Director of Accenture Japan Ltd.
September 2005
Chairman and Director of Accenture Japan Ltd.
September 2007
Chief Corporate Advisor of Accenture Japan Ltd.
October 2009
President of International University of Japan
June 2010
Outside Director of STANLEY ELECTRIC CO., LTD (Present
Position)
October 2012
Trustee of International University of Japan
November 2013
Vice Chairman of International University of Japan
March 2015
Audit & Supervisory Board Member of the Company
April 2018
Senior Advisor of International University of Japan (Present Position)
March 2019Non-executive Director of the Company (Present Position)
November 2020
External Statutory Auditor of FAST RETAILING CO., LTD.
(Present Position)
Responsible for
Chairperson of the Board
Significant positions concurrently held at other companies and organizations
Senior Advisor, International University of Japan
Outside Director, STANLEY ELECTRIC CO., LTD.
External Statutory Auditor, FAST RETAILING CO., LTD.
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Mr. Masakatsu Mori has considerable experience acquired over many years spent inmanagement of a consulting firm, as well as a president and trustee of a university. He hasa wide range of knowledge and particularly exceptional insight in corporate management
based on his specialized expertise in finance and accounting. Based on this, we expect him
to provide valuable opinions and suggestions from an objective and professional perspective
to the management of the Company as an Independent Non-executive Director. For thereasons above, the Board has determined that he, as Non-executive Director going forward,
is a suitable candidate to oversee business execution of the Company toward continuous
improvement of corporate value.

15

Notes:1. No conflict of interests exists between the Company and Mr. Masakatsu Mori.
2. Mr. Masakatsu Mori is a candidate for the position of Non-executive Director.
3. Mr. Masakatsu Mori was an Audit & Supervisory Board Member for 4 years from March 2015
until March 2019.
4. As of the close of this Ordinary General Meeting of Shareholders, Mr. Masakatsu Mori hasserved 5 years as a Non-executive Director since his election.
5. The Company has designated Mr. Masakatsu Mori as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with
the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company
will continuously file a notification about him as an independent officer with the Exchange.

16No. 7

Hiroyuki Yanagi
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

November 20, 1954
5,200 shares
100%(15 times of 15 meetings)

Profile, title and responsibilities
April 1978
Joined Yamaha Motor Co., Ltd.
March 2010
President, Chief Executive Officer and Representative Director of
Yamaha Motor Co., Ltd.
January 2018
Chairman and Representative Director of Yamaha Motor Co., Ltd.
March 2019Non-executive Director of the Company (Present Position)
Outside Director of AGC Inc. (Present Position)
March 2021
Chairman and Director of Yamaha Motor Co., Ltd.
June 2021
Outside Director of Japan Airlines Co., Ltd. (Present Position)
January 2022
Director of Yamaha Motor Co., Ltd.
March 2022
Adviser of Yamaha Motor Co., Ltd. (Present Position)
June 2022
Outside Director, Mitsubishi Electric Corporation
Responsible forMember of the Nomination & Remuneration Advisory Committee
Significant positions concurrently held at other companies and organizations
Adviser, Yamaha Motor Co., Ltd.
Outside Director, AGC Inc.
Outside Director, Japan Airlines Co., Ltd.
Outside Director, Mitsubishi Electric Corporation
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Mr. Hiroyuki Yanagi has considerable experience acquired over many years as acorporate executive. He has a wide range of knowledge and particularly highly specialized
expertise in brand development in the global market through technological development andinnovation through his experience as President, Chief Executive Officer and Representative
Director, and Chairman and Representative Director of Yamaha Motor Co., Ltd. Based on
this, we expect him to provide valuable opinions and suggestions to the management of theCompany from an objective and professional perspective as an Independent Non-executive
Director. For the reasons above, the Board has determined that he is a suitable candidate tooversee business execution of the Company toward continuous improvement of corporate
value.
Notes:
1. No conflict of interests exists between the Company and Mr. Hiroyuki Yanagi.
2. Mr. Hiroyuki Yanagi is a candidate for the position of Non-executive Director.
3. As of the close of this Ordinary General Meeting of Shareholders, Mr. Hiroyuki Yanagi has

17

served 5 years as a Non-executive Director since his election.
4. At Mitsubishi Electric Corporation, where Mr. Hiroyuki Yanagi is serving as an Outside
Director, inappropriate quality-related practices at several manufacturing sites werediscovered in and after April 2021 and was issued a business suspension order and a business
improvement order by the Ministry of Internal Affairs and Communications in respect of theRadio Act in March 2023. Although he was not aware of this fact in advance, which came tolight after his appointment as Director of Mitsubishi Electric Corporation in June 2022, heregularly cautioned about the importance of compliance and its thoroughness in the Board,
etc. In addition, after the discovery of this fact, he has been fulfilling his responsibilities by
instructing measures to prevent recurrence, among others.
5. The Company has designated Mr. Hiroyuki Yanagi as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with
the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company
will continuously file a notification about him as an independent officer with the Exchange.

18

No. 8

Noriko Shiono
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

October 18, 1960
9,889 shares
100%(15 times of 15 meetings)

Profile, title and responsibilities
August 1983
Joined Japan New Media Co., Ltd.
March 2010
Representative Director, President of SSP Co., Ltd.
January 2014
President and Corporate Officer of Konami Sports & Life Co., Ltd.
(currently Konami Sports Co., Ltd.)May 2016
Chairman, Director of Konami Sports Co., Ltd.
October 2017
President of Widex Japan
March 2018
Non-executive Director of Kirin Company, Limited
March 2019
Strategic Advisor of the Company
March 2020
Non-executive Director of the Company (Present Position)
Responsible forMember of the Nomination & Remuneration Advisory Committee
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Ms. Noriko Shiono has considerable experience and a wide range of knowledge acquired overmany years as a corporate executive. She has exceptional insight in corporate management andmarketing based on her specialized expertise in pharmaceuticals and healthcare strategy as a
Representative Director, President of SSP Co., Ltd., and as President of Widex Japan, a medical
device manufacturer. Based on this, we expect her to provide valuable opinions and suggestions froman objective and professional perspective to the management of the Company as an IndependentNon-executive Director, particularly for the Company to grow businesses in Health Science domain.
For the reasons above, the Board has determined that she is a suitable candidate to oversee businessexecution of the Company toward continuous improvement of corporate value.

Notes:
1. No conflict of interests exists between the Company and Ms. Noriko Shiono.
2. Ms. Noriko Shiono is a candidate for the position of Non-executive Director.
3. As of the close of this Ordinary General Meeting of Shareholders, Ms. Noriko Shiono has
served 4 years as a Non-executive Director since her election.
4. Ms. Noriko Shiono was a Non-executive Director of Kirin Company, Limited for 1 year fromMarch 2018 to March 2019.
5. The Company has designated Ms. Noriko Shiono as an independent officer in accordance withthe provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with the
Exchange. If she is reappointed as a Non-executive Director of the Board, the Company willcontinuously file a notification about her as an independent officer with the Exchange. As aresult of the abolition of the Board of Directors of Kirin Company, Limited, she assumed theposition of Strategic Advisor, which is equivalent to a Non-executive Director of theCompany. The Company has determined that her appointment will not affect the Company’s
independence.

19No. 9Rod Eddington
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

January 2, 1950
0 shares80%(12 times of 15 meetings)

Profile, title and responsibilities
September 1979
Joined John Swire & Sons (H.K.) Ltd.
April 1992
Managing Director of Cathay Pacific Airways Limited
April 2000
Chief Executive Officer of British Airways plc
January 2006
Outside Director of CLP Holdings Limited (Present Position)
March 2011
Director of Lion Pty Ltd
March 2012
Chairman, Independent Non-Executive Director of Lion Pty Ltd(Present Position)
March 2020
Non-executive Director of the Company (Present Position)
Significant positions concurrently held at other companies and organizations
Chairman, Independent Non-Executive Director of Lion Pty Ltd
Outside Director, CLP Holdings Limited
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Sir Rod Eddington has exceptional insight in corporate management and corporate
governance acquired through considerable experience as a corporate executive and directorof numerous global companies over many years. In addition, since he serves as Chairman of
an Advisory Council of the Australia Japan Business Co-operation Committee and as amember of the International Advisory Committee of Mitsubishi Corporation, he has a deep
understanding of the economies and markets of Japan and other Asia-Pacific countries, andhas built an expansive network. Based on this, we expect him to provide valuable opinions
and suggestions from an objective and professional perspective to the management of theCompany regarding its global strategy among others as an Independent Non-executive
Director. For the reasons above, the Board has determined that he is a suitable candidate tooversee business execution of the Company toward continuous improvement of corporate
value.
Notes:
1. No conflict of interests exists between the Company and Sir Rod Eddington.
2. Sir Rod Eddington is a candidate for the position of Non-executive Director. He served as a
Director of the Board of Lion Pty Ltd from March 2011 to March 2012, and as a Chairman of
the Board of Lion Pty Ltd from March 2012 to the present. All of these positions were/are
non-executive officers.
3. As of the close of this Ordinary General Meeting of Shareholders, Sir Rod Eddington has
served 4 years as a Non-executive Director since his election.
4. The Company has designated Mr. Rod Eddington as an independent officer in accordance withthe provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the
Exchange. If he is reappointed as a Non-executive Director of the Board, the Company will

20

continuously file a notification about him as an independent officer with the Exchange.
5. Sir. Rod Eddington’s name will be shown as “Roderick Eddington” in the commercial
registration.

21

No. 10

George Olcott
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

May 7, 1955
3,100 shares93%(14 times of 15 meetings)

Profile, title and responsibilities
July 1986
Joined S.G. Warburg & Co., Ltd.
February 1999
President of UBS Asset Management (Japan)
President of Japan UBS Brinson Group
June 2000
Managing Director, Equity Capital Market, UBS Warburg Tokyo
September 2001
Judge Business School, University of Cambridge
March 2005
FME Teaching Fellow, Judge Business School, University ofCambridge
March 2008
Senior Fellow, Judge Business School, University of Cambridge
April 2014
Guest Professor, Faculty of Business and Commerce, Keio
University
March 2020
Non-executive Director of the Company (Present Position)
June 2022
Audit & Supervisory Board Member of Toyota Motor Corporation
Significant positions concurrently held at other companies and organizations
Audit & Supervisory Board Member, Toyota Motor Corporation
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Mr. George Olcott has considerable experience in international financial markets and has
exceptional insight in corporate management based on his academic expertise in humanresource development and corporate governance in global management. Based on his
experience and insight, he also has an impressive background in academic research focusedon improving the value of Japanese companies. Based on this, we expect him to provide
valuable opinions and suggestions from an objective and professional perspective to the
management of the Company as an Independent Non-executive Director. For the reasons
above, the Board has determined that he is a suitable candidate to oversee business executionof the Company toward continuous improvement of corporate value.
Notes:
1. No conflict of interests exists between the Company and Mr. George Olcott.
2. Mr. George Olcott is a candidate for the position of Non-executive Director.
3. As of the close of this Ordinary General Meeting of Shareholders, Mr. George Olcott has
served 4 years as a Non-executive Director since his election.
4. In December 2019, DENSO CORPORATION, where Mr. George Olcott held the position of
Outside Director until June 2022, was issued guidance by (a) the Personal Information
Protection Committee in respect of the Personal Information Protection Law and (b) the Aichi
Labor Bureau in respect of the Employment Security Act and associated guidelines, and the
Personal Information Protection Law. The aforementioned guidance was issued to DENSO

22

CORPORATION as a result of its inappropriate behavior regarding the use of personal
information of job applicants, including students. Although he was not aware of this fact inadvance, he regularly cautioned about the importance of compliance and its thoroughness in
the Board, etc. In addition, after the discovery of this fact, he fulfilled his responsibilities by
instructing measures to prevent recurrence, among others.
5. In July 2023, Toyota Motor Corporation, where Mr. George Olcott is serving as an Audit &Supervisory Board Member, was issued guidance by the Personal Information Protection
Commission in respect of the Act on the Protection of Personal Information. This guidance
was issued to Toyota Motor Corporation as a result of the alleged leakage of personal data dueto the misconfiguration of cloud environment at TOYOTA Connected Corporation, a
subsidiary of Toyota Motor Corporation, which had been entrusted with the management of
the personal data of users of the connected services provided by Toyota Motor Corporation.
Although he was not aware of this fact in advance, he has regularly emphasised the importanceof compliance and its thorough enforcement at the Board, etc. Subsequent to the discovery of
the above irregularities, he has been fulfilling his responsibilities by pressing for measures toprevent recurrence, among others.
6. The Company has designated Mr. George Olcott as an independent officer in accordance withthe provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the
Exchange. If he is reappointed as a Non-executive Director of the Board, the Company willcontinuously file a notification about him as an independent officer with the Exchange.

23

No. 11

Shinya Katanozaka
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth

July 4, 1955

Number of the Company’s shares heldRate of and number of times attending
Board Meetings

700 shares
92%(11 times of 12 meetings)

Profile, title and responsibilities
April 1979
Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANAHOLDINGS INC.)
April 2013
Representative Director, Senior Executive Vice President of ANA
HOLDINGS INC.
April 2015
Representative Director, President & Chief Executive Officer of
ANA HOLDINGS INC.
June 2020
Outside Director of Tokio Marine Holdings, Inc. (Present Position)
April 2022
Chairman of the Board of Directors of ANA HOLDINGS INC.
(Present Position)
March 2023
Non-executive Director of the Company (Present Position)
Significant positions concurrently held at other companies and organizations
Chairman of the Board of Directors, ANA HOLDINGS INC.
Outside Director, Tokio Marine Holdings, Inc.
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Mr. Shinya Katanozaka has considerable experience and a wide range of knowledge
acquired over many years as a corporate executive. He has exceptional insight in promotinginternationalization of management and diversity, fostering new businesses, branding andmarketing through his experience as a Representative Director, President & Chief Executive
Officer of ANA HOLDINGS INC. and Chairman of the Board of Directors thereof. Basedon this, we expect him to provide valuable opinions and suggestions from an objective andprofessional perspective to the management of the Company as an Independent Nonexecutive Director. For the reasons above, the Board has determined that he is a suitable
candidate to oversee business execution of the Company toward continuous improvementof corporate value.
Notes:
1. No conflict of interests exists between the Company and Mr. Shinya Katanozaka.
2. Mr. Shinya Katanozaka is a candidate for the position of Non-executive Director.
3. As of the close of this Ordinary General Meeting of Shareholders, Mr. Shinya Katanozaka hasserved 1 year as a Non-executive Director since his election.
4. As for the attendance at the Board Meetings of Mr. Shinya Katanozaka, the Board Meetings
applicable to him are only those held on and after March 30, 2023, the date of his assumptionof office.
5. ALL NIPPON AIRWAYS CO., LTD., where Mr. Shinya Katanozaka served as a Director of
the Board until March 2022, was issued (i) a stern warning in December 2018, (ii) a business
improvement recommendation in April 2019 and (iii) a business improvement order based on24the Civil Aeronautics Act in May 2020 by the Ministry of Land, Infrastructure, Transport andTourism due to inappropriate incidents involving aircrew drinking. He promoted efforts toprevent recurrence, including installing stricter operating rules and regulations and a stronger
alcohol testing system, as well as introducing other measures to raise awareness andstrengthen and support self-management among the company group employees, such as
alcohol education programs and counseling, among others.
6. In December 2023, Tokio Marine & Nichido Fire Insurance Co., Ltd., a subsidiary of Tokio
Marine Holdings, Inc., where Shinya Katanozaka serves as an outside director, was issued abusiness improvement order from the Financial Services Agency in respect of the Insurance
Business Act due to the adjustments of insurance premium with other companies, etc.
Although he was not aware of the fact in advance, he regularly cautioned about the importanceof compliance and its thoroughness in the Board, etc. In addition, after the discovery of thisfact, he has been fulfilling his responsibilities by instructing measures to prevent recurrence,
among others.
7. The Company has designated Mr. Shinya Katanozaka as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with
the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company
will continuously file a notification about him as an independent officer with the Exchange.

25

No. 12

Yoshiko Ando

Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
March 17, 1959

Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings

6,500 shares93%(14 times of 15 meetings)

Profile, title and responsibilities
April 1982
Entered the Ministry of Labor
April 2003
Lieutenant governor of Shiga Prefecture
July 2006
Director of Equal Employment Policy Div. of Equal Employment,Children and Families Bureau of the Ministry of Health, Labour andWelfareJuly 2011
Director-General of the Saitama Labor Bureau of the Ministry of
Health, Labour and Welfare
July 2013
Director-General of Industrial Accident Compensation Dept. ofLabour Standards Bureau of the Ministry of Health, Labour andWelfareJuly 2014
Director-General of Equal Employment, Children and Families
Bureau of the Ministry of Health, Labour and Welfare
October 2015
Director-General for Labour Policy Planning of the Ministry of
Health, Labour and Welfare
June 2016
Director-General for Statistics and Information Policy of the Ministryof Health, Labour and Welfare
July 2017
Director-General for Human Resources Development of the Ministryof Health, Labour and Welfare
March 2019
Audit & Supervisory Board Member of the Company (Present
Position)
June 2019
Outside Director of Sansei Technologies, Inc. (Present Position)
June 2020
Outside Director of JFE Holdings, Inc. (Present Position)
Significant positions concurrently held at other companies and organizations
Outside Director of Sansei Technologies, Inc.
Outside Director of JFE Holdings, Inc.
Reasons for nomination as a candidate for Non-executive Director and outline of
expected roles
Ms. Yoshiko Ando, as a government official, has been engaged over many years in policy
planning in labor administration and has highly specialized expertise, considerable experienceand a high level of insight in a wide range of fields of employment and labor including
promotion of women’s participation and advancement. In addition, as an independent outside
Audit & Supervisory Board Member of the Company, she has appropriately audited businessexecution of the Company through, including but not limited to, providing valuable statementsfrom an objective perspective at the Board Meetings and the Audit & Supervisory Meetings.

26

Based on this, we expect her to provide valuable opinions and suggestions to the managementof the Company from an objective and professional perspective as an Independent Nonexecutive Director. For the reasons above, the Board has determined that she is a suitable
candidate to oversee business execution of the Company toward continuous improvement ofcorporate value. Although Ms. Yoshiko Ando has no experience in company management, forthe reasons above, the Company believes that she will be able to appropriately execute her
duties as a Non-executive Director.
Notes:
1. No conflict of interests exists between the Company and Ms. Yoshiko Ando.
2. Ms. Yoshiko Ando is a candidate for the position of a Non-executive Director.
3. Ms. Yoshiko Ando is currently an Audit & Supervisory Board Member of the Company and theyears served (as of the close of this Ordinary General Meeting of Shareholders) by her since herelection as the Audit & Supervisory Board Member are 5 years. Ms. Yoshiko Ando will resignfrom Audit & Supervisory Board Member upon the close of this Ordinary General Meeting of
Shareholders.
4. As for the attendance at the Board Meetings of Ms. Yoshiko Ando, the Board Meetings
applicable to her are only those which she attended as Audit & Supervisory Board Member.
5. The Company has designated Ms. Yoshiko Ando as an independent officer in accordance withthe provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with the
Exchange. If she is reappointed as a Non-executive Director of the Board, the Company willcontinuously file a notification about her as an independent officer with the Exchange.

27

Contracts for Limitation of Liability
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms. Noriko Shiono, Mr. Rod
Eddington, Mr. George Olcott and Mr. Shinya Katanozaka to limit their liability under Article
423, paragraph 1 of the Companies Act, and the maximum amount of liability under suchagreements is the minimum liability amount stipulated by Article 425, paragraph 1 of theCompanies Act. If each of them is elected and assumes office as Director of the Board, theCompany plans to continue such agreements. Although the Company has entered into suchagreement with Ms. Yoshiko Ando as the Audit & Supervisory Board Member, if she is elected
and assumes office as Director of the Board, the Company will enter into a new agreement withthe same content with her.
Indemnification Agreement
Pursuant to Article 430-2, paragraph 1 of the Companies Act, the Company has entered into
indemnification agreements with Mr. Yoshinori Isozaki, Mr. Takeshi Minakata, Ms. Junko
Tsuboi, Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms. Noriko Shiono, Mr. Rod Eddington,
Mr. George Olcott, Mr. Shinya Katanozaka and Ms. Yoshiko Ando under which the Company
will indemnify each of them for the expenses referred to in Article 430-2, paragraph 1, item (i)of the Companies Act and the losses referred to in item (ii) of the same paragraph to the extent
permitted by laws and regulations. If each of them is elected and assumes office as Director of
the Board, the Company plans to continue such agreements. If Mr. Toru Yoshimura is elected
and assumes office as Director of the Board, the Company will enter into a new agreement withthe same content with him. In addition, The Company has entered into an agreement with thesame content with Mr. Shinjiro Akieda considering the provisions of the Companies Act. If heis elected and assumes office as Director of the Board, the Company plans to continue suchagreement with him.
Directors and Officers Liability Insurance Contracts• The Company has entered into Directors and Officers liability insurance contracts with aninsurance company as provided in Article 430, paragraph 3, item (i) of the Companies Act(hereinafter referred to as “D&O Insurance”), wherein the insured persons include Directors of
the Board, Audit & Supervisory Board Members, Executive Officers, etc. of the Company andits subsidiaries. An outline of the contents of the D&O Insurance is as described on page 63.
• If each candidate is elected and assumes office as Director of the Board, all the Directors of theBoard will be insured by the D&O insurance.
• The term of the D&O insurance is 1 year and it is scheduled to be renewed by resolution of theBoard prior to the expiration of the term.

28

Proposal No. 4: Election of two (2) Audit & Supervisory Board Members
Upon the close of this Ordinary General Meeting of Shareholders, the terms of office of Ms. Kaoru
Kashima, Audit & Supervisory Board Member, will expire; and Ms. Yoshiko Ando, Audit &Supervisory Board Member, will resign.
Accordingly, shareholders are requested to elect two (2) Audit & Supervisory Board Members. The
candidates for the positions of Audit & Supervisory Board Member are as follows:This proposal has already obtained consent of the Audit & Supervisory Board.
No. 1

Kaoru Kashima
Candidate for Reelection
Candidate for Audit & Supervisory
Board Member
Candidate for Independent Officer
Date of birth
Number of the Company’s shares heldRate of and number of times attending
Board Meetings
Rate and number of attendance at
Audit & Supervisory Meetings

Profile and title
November 1981
April 1985
June 1996
June 2002
July 2006
September 2010

July 2012
July 2013
June 2019

March 2020
June 2021

January 20, 1958
(66 years old)0 shares100%(15 times of 15 meetings)
100%(19 times of 19 meetings)

Joined Showa Audit Corporation (currently Ernst & Young
ShinNihon LLC)
Registered as a certified public accountant
Partner of Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)
Senior Partner of ShinNihon & Co. (currently Ernst & Young
ShinNihon LLC)
In charge of personnel of HR Development Headquarters of
ShinNihon & Co.
Managing Director of Ernst & Young ShinNihon LLC
In charge of Corporate Culture Promotion Office
In charge of Public Relations Office
General Manager of Knowledge Headquarters
Managing Director of Ernst & Young ShinNihon LLC
Representative Director of Ernst & Young Institute Co., Ltd.
Outside Audit & Supervisory Board Member of Nippon Telegraphand Telephone Corporation (Present Position)
Audit & Supervisory Board Member of the Company (Present
Position)
External Director of Sumitomo Mitsui Trust Holdings, Inc.
(Present Position)

29

Significant positions concurrently held at other companies and organizations
Outside Audit & Supervisory Board Member of Nippon Telegraph and Telephone
Corporation
External Director of Sumitomo Mitsui Trust Holdings, Inc.
Reasons for nomination as a candidate for Audit & Supervisory Board Member
Ms. Kaoru Kashima, as a certified public accountant, has been engaged over many years incorporate audit and, as management of auditing firm or corporation, has considerable
experience and broad knowledge in organizational culture reform, public relations andpromotion of women’s participation and advancement. Based on this, as an Independent Audit& Supervisory Board Member, she has provided valuable opinions and suggestions from an
objective and professional perspective. Based on the above, the Company has determined that
she is suited to audit business execution of Directors of the Board of the Company toward
continuous improvement of corporate value.
Notes:
1. No conflict of interests exists between the Company and Ms. Kaoru Kashima.
2. Ms. Kaoru Kashima is a candidate for the position of Audit & Supervisory Board Member.
3. Ms. Kaoru Kashima has been an Audit & Supervisory Board Member of the Company for 4
years (until the conclusion of this Ordinary General Meeting of Shareholders).
4. The Company has designated Ms. Kaoru Kashima as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with
the Exchange. If she is reappointed as an Audit & Supervisory Board Member, the Company
will continuously file a notification about her as an independent officer with the Exchange.
Although there is a payment of service fees by the Company to Ernst & Young ShinNihon
LLC, where Ms. Kaoru Kashima served as the management until June 2019, the amount of
payment to Ernst & Young ShinNihon LLC during this fiscal year is less than 0.1% of its
total revenue. Therefore, the Company believes that Ms. Kaoru Kashima has sufficient
independence where there is no possibility of conflict of interests with general shareholders.

30No. 2

Yoko Dochi
New Candidate
Candidate for Audit & Supervisory
Board Member
Candidate for Independent Officer
Date of birth
Number of the Company’s shares held

October 3, 1964
(59 years old)0 shares

Profile and title
April 1987
September 1996
May 2001
January 2015
March 2018

Joined The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.)
Joined World Bank Group
Joined Toyota Motor Europe NV/SA.
General Manager, Global Treasury & Investor Relations
Principal Investor Relations Officer, Accounting Division, Toyota
Motor Corporation
November 2018
Joined SoftBank Group Corp.
Managing Director, Global Head of Investor Relations, SoftBank
Group Corp.
February 2020
Managing Partner, SoftBank Group International Ltd.
June 2020
Outside Director of NIPPO LTD. (Present Position)
June 2023
Outside Director of Rinnai Corporation (Present Position)
Significant positions concurrently held at other companies and organizations
Outside Director of NIPPO LTD.
Outside Director of Rinnai Corporation
Reasons for nomination as a candidate for Audit & Supervisory Board Member
Ms. Yoko Dochi, as the head of investor relations for a major listed company, has been
engaged in dialogue with institutional investors for many years, and has considerable
experience in both corporate management and capital markets, and highly specialized expertisein finance, accounting, ESG, etc. Based on this, the Company expects her to provide valuable
opinions and suggestions from an objective and professional perspective to the managementof the Company as an Independent Audit & Supervisory Board Member, and the Company has
determined that she is a suitable candidate to audit business execution of the Company toward
continuous improvement of corporate value.
Notes:
1. No conflict of interests exists between the Company and Ms. Yoko Dochi.
2. Ms. Yoko Dochi is a candidate for Audit & Supervisory Board Member.
3. If Ms. Yoko Dochi is elected and appointed as an Audit & Supervisory Board Member, theCompany will designate her as an independent officer in accordance with the provisions of
the Tokyo Stock Exchange, Inc. and file a notification about her with the Exchange.
4. Ms. Yoko Dochi’s name will be shown as “Yoko Everest-Phillips” in the commercial
registration.

31

Contracts for Limitation of Liability
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Ms. Kaoru Kashima to limit her liability under Article 423, paragraph 1 of theCompanies Act, and the maximum amount of liability under such agreement is the minimum
liability amount stipulated by Article 425, paragraph 1 of the Companies Act. If she is elected
and assumes office as an Audit & Supervisory Board Member, the Comany plans to continue
the agreement. In addition, if Ms. Yoko Dochi is elected and assumes office as an Audit &Supervisory Board Member, the Company will enter into a new agreement with the samecontent with her.
Indemnification Agreement
Pursuant to Article 430-2, paragraph 1 of the Companies Act, the Company has entered into anindemnification agreement with Ms. Kaoru Kashima under which the Company will indemnify
her for the expenses referred to in Article 430-2, paragraph 1, item (i) of the Companies Act andthe losses referred to in item (ii) of the same paragraph to the extent permitted by laws andregulations. If she is elected and assumes office as an Audit & Supervisory Board Member, theCompany plans to continue the agreement. In addition, if Ms. Yoko Dochi is elected andassumes office as an Audit & Supervisory Board Member, the Company will enter into a new
agreement with the same content with her.
Directors and Officers liability insurance contracts• The Company has entered into Directors and Officers liability insurance contracts with aninsurance company as provided in Article 430, paragraph 3, item (i) of the Companies Act(hereinafter referred to as “D&O Insurance”), wherein the insured persons include Directors of
the Board, Audit & Supervisory Board Members, Executive Officers, etc. of the Company andits subsidiaries. An outline of the contents of the D&O Insurance is as described on page 63.
• If each candidate is elected and assumes office as an Audit & Supervisory Board Member, all
the Audit & Supervisory Board Members will be insured by the D&O insurance.
• The term of the D&O insurance is 1 year and it is scheduled to be renewed by resolution of theBoard prior to the expiration of the term.
(Reference)
Major Reorganizations of the Company•

In July 2007, the Company changed its former name, Kirin Brewery Company, Limited, to Kirin
Holdings Company, Limited, and became a pure holding company, while the Company’s domestic
alcoholic beverages business was transferred to a separate company through a corporate split. The
separate company was renamed Kirin Brewery Company, Limited.

•

In January 2013, the administration function of the Japan Integrated Beverages Business of theCompany was transferred to Kirin Company, Limited, through a corporate split. Kirin Company,
Limited was liquidated in July 2019 as a result of an absorption-type merger, whereby the Company
became the surviving company.

32

Skills Required for the Board of Directors and Audit & Supervisory Board
The Company places CSV* at the core of its management, and has adopted a pureholding company structure as a framework to oversee its diverse and global business developmentwith three core areas: Food, Pharmaceuticals and Health Science.
The structure of company with company auditors system has been adopted as theinstitutional design, and in order to maintain and improve a governance system that is highly
transparent to stakeholders, the Board, of which independent Non-executive directors are themajority, works closely with Audit & Supervisory Board to make final decisions on importantmatters and strengthen management oversight functions. In addition, an executive officer system
has been introduced to flexibly execute strategies for each business and function and to clarify
execution responsibilities.
In order for this supervisory and execution system to function properly, and to achievesustainable growth of the Kirin Group and improvement of corporate value, the Board and Audit& Supervisory Board are required to possess the necessary skills as a whole while ensuring
diversity in terms of gender, internationality and other aspects. This requirement also applies tothe executives.
From the above perspectives, the Company has selected the skills required for the Boardand the Audit & Supervisory Board as follows.
First, comprehensive capabilities of "Corporate Management" through experience inmanagement and business executives, and expertise and experience in "CSV," which is thefoundation of the Company’s management, are important skills as the basic premise.
Second, in making final decisions on important matters, it is necessary to have a deep
understanding of the Company’s business domain. In particular, expertise and experience in“Health Science” and “Pharmaceuticals,” which will drive the long-term growth of Kirin Group,
are skills that the Company, which oversees Kirin Group, should prioritize. In addition, expertiseand experience in the following areas are required: “R&D,” “Manufacture,” “Quality Assurance,”
and “Brand Strategy/Marketing,” which form the foundation of the Company’s business domain;“Overseas Business,” which is necessary to promote global expansion; “ICT/DX,” which is
becoming essential to transforming business models; and “HR/Organization Development,” which
supports the implementation of these business and functional strategies.
The above mentioned skills are required to fulfill the supervisory function overmanagement. In addition, expertise and experience in “Finance/Accounting,” “Legal,” “RiskManagement” and “ESG” are particularly essential from the perspective of realizing effective
corporate governance.
In the skill matrix on the following pages, highly related skills are listed together.
Although the necessary skills will change in accordance with future changes in the businessenvironment, the Company believes that the Board and Audit & Supervisory Board as a whole
possesses the skills required at this time if Proposal 3 "Election of twelve (12) Directors of theBoard" and Proposal 4 "Election of two (2) Audit & Supervisory Board Members" are approved
and passed as proposed.
*Creating Shared Value: Combined added value for consumers as well as for society at large.

33

Expertise and Experience of Directors of the Board (Skill Matrix)
The expertise and experience of each Director of the Board if Proposal No. 3 is approved asoriginally proposed will be as follows.
Expertise and Experience
Name

GenderCorporate
Management

CSV / ESG

Finance /Accounting

Yoshinori
Isozaki

Male

●

●

●

TakeshiMinakata

Male

●

●

●

Junko
Tsuboi

Female●●Toru
Yoshimura

Male

●

●

●

Shinjiro
Akieda

Male

●

●

●

Masakatsu
Mori

Male

●

Hiroyuki
YanagiMale●

NorikoShionoFemale●Rod
Eddington

Male●

GeorgeOlcottMale

ShinyaKatanozaka

Male

Yoshiko
Ando

FemaleHR /Organization
Development

Legal / Risk
Management

Manufacture /Brand Strategy
Quality/ Marketing
Assurance

●

●

●

●

●

Overseas
Business

R&D /Health Science /Pharmaceuticals

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

34

●

●

●

●

●

●

●

●

●

●

ICT /
DX

●

●

Expertise and Experience of Audit & Supervisory Board Members (Skill Matrix)
The expertise and experience of each Audit& Supervisory Board Members if Proposal No. 4 isapproved as originally proposed will be as follows.
Expertise and Experience
CSV / ESG

Finance /Accounting

Male

●

●

Toru
Ishikura

Male

●

Kaoru
Kashima

FemaleKenichiFujinawa

Male

●

Yoko
Dochi

Female●Name

Gender

Shobu
Nishitani

Corporate
Management

HR /Organization
Development

Legal / Risk
Management

Manufacture /Brand Strategy
Quality/ Marketing
Assurance

Overseas
Business

ICT /
DX

●
●

●

R&D /
Health Science /Pharmaceuticals

●

●
●

●

●

●

●

Expertise and Experience of Senior Executive Officers (Skill Matrix)
The Company adopts an executive officer based system. The expertise and experience of Senior
Executive Officers, who are not concurrently assuming the position of Director of the Board andwill be appointed in the Board meeting following the conclusion of this Ordinary General Meetingof Shareholders, are as follows.
Expertise and Experience
Corporate
Management

Finance /Accounting

HR /Organization
Development

Legal / Risk
Management

Manufacture /Brand Strategy
Quality/ Marketing
Assurance

Overseas
Business

R&D /Health Science /Pharmaceuticals

ICT /
DX

●

●

●

●

●

●

●

●

Name

GenderMitsuharu
Yamagata

Male

HiroshiFujikawa

Male

●

●

AkiyoshiIwasaki

Male

●

●

AkihitoYokoyama

Male

Kazufumi
Nagashima

Male

●

●

Hideki
Mitsuhashi

Male

●

●

Hideki
Horiguchi

Male

●

●

●

Kazuhiro
Inoue

Male

●

●

Koji
FukadaMale

CSV / ESG

●

●

●

●

●

●

●

●

●

●

●

●

35

●

●

●

●

●

●

●

●

●

Policy for the nomination of Directors, Executive Officers and Audit and Supervisory Board
Members








The Kirin Group, having expanded its business globally with Japan as its core in the fields offood and health, intends to carry out its decision-making and management monitoring in amore appropriate fashion and at a higher level. To this end, Directors, Executive Officers andAudit and Supervisory Board members shall be appointed upon taking into account thebalance of their experience, achievements and specialization, etc. in relation to the Kirin
Group’s key businesses and business management. A number of persons having a wealth ofmanagement experience, advanced specialized knowledge, and extensive expertise shall be
appointed as Non-executive Director of the Board and Non-standing Audit and Supervisory
Board members.
One or more persons with sufficient knowledge of finance and accounting shall be appointed
as Audit & Supervisory Board Members.
The appointment/dismissal of Directors and Executive Officers shall be decided by the Boardof Directors upon deliberation by the Nomination and Remuneration Advisory Committee,
taking performance into account; and proposals for the nomination/dismissal of Directors
shall be discussed at general meetings of shareholders. The nomination/dismissal of Audit
and Supervisory Board Members shall be discussed by the Nomination and Remuneration
Advisory Committee, and shall then be decided by the Board of Directors and discussed at a
general meeting of shareholders (the appointment of Audit and Supervisory Board members
shall require the consent of the Audit and Supervisory Board).
The aforementioned policies and procedures for the appointment of Directors, Executive
Officers and Audit & Supervisory Board Members, as well as the skills matrix listing theirknowledge, experience and abilities, shall be disclosed on the Company’s website, etc.
Reasons for the nomination/dismissal of candidates for the positions of Directors and Audit
and Supervisory Board members shall be indicated on reference documents, etc. for general
meetings of shareholders.

Nomination & Remuneration Advisory Committee

The Nomination and Remuneration Advisory Committee shall be set up to deal with thenomination and remuneration of Directors, Executive Officers and Audit and Supervisory
Board members.
The Nomination and Remuneration Advisory Committee shall be composed of Directors, themajority of whom shall be independent Non-Executive Directors, and its Chairman shall be
appointed from independent Non-Executive Directors. As an advisory body to the Board of
Directors, the Nomination and Remuneration Advisory Committee shall discuss the following
matters from an objective and fair perspective, and report to the Board of Directors:
1)
Policy for the appointment/dismissal of Directors, Executive Officers and Audit andSupervisory Board members, and proposal of candidates
2)
Plans for the succession of the President & CEO
3)
System, standards and amounts for the remuneration of Directors, Executive Officers
and Audit and Supervisory Board members
4)
Proposal of candidates for the positions of chairman, president and director at theCompany’s key Group companies based on the nature and scale of their business;
remuneration systems and standards

36Criteria regarding the Independence of Non-executive Directors and Non-standing Audit &Supervisory Board Members

Please refer to the following URL for the Company’s criteria regarding the independence ofNon-executive Directors and Non-standing Audit & Supervisory Board Members.
https://www.kirinholdings.com/en/purpose/files/pdf/independencecriteria_officer_1.pdf- END -

37

(Attached documents)

BUSINESS REPORT(For the period January 1 to December 31, 2023)
1. Overview of Kirin Group business operations(1) Result of business operations

Consolidated sales revenue:
Kyowa Kirin Co., Ltd. and Coca-Cola Beverages Northeast, Inc. led the overall increase, while
Kirin Brewery Company, Limited and Lion Pty Ltd. also posted higher sales than the previous
year.



Consolidated Normalized operating profit*1:
The increase was mainly driven by Kyowa Kirin Co., Ltd. and Coca-Cola Beverages Northeast,Inc.

Profit attributable to the owners of the Company:
Despite the absence of the gain on the sale of China Resources Kirin Beverages (Greater China)
Company, Limited in 2022, the increase was mainly due to the sale of the European business of
Kyowa Kirin Co., Ltd. and an increase in equity in earnings of affiliated companies.

2023 Review
In 2023, COVID-19 was moved to Category 5 under the Infectious Diseases Control Law in Japan,
and social and working life has changed once again. People's mobility has become more active, andcities are becoming more lively. Meanwhile, geopolitical risks have increased in various regions of theworld, and global inflation and exchange rate fluctuations have continued. In addition, the risk of new
infectious diseases is increasing due to global warming, and IT technologies, including generative AI,
are rapidly evolving.
Since its founding, the Kirin Group has consistently focused on fermentation and biotechnology as itscore technologies, and continues to evolve into a corporate group that is unique, with strengths not
only in alcoholic beverages and non-alcoholic beverages businesses, but also in pharmaceuticals
businesses.
Backed by this core technology, we have been working since 2019 on the health science business
utilizing distinctive materials such as Lactococcus lactis strain Plasma (LC-Plasma)*2.
We will use the strengths of the Kirin Group to solve not only health and well-being issues, but also
other issues facing society, while at the same time creating economic value as a company andmaximizing corporate value.
In 2023, the Kirin Group steadily produced results even in an environment of increasing uncertainty.
Under the Long-Term Management Vision Kirin Group Vision 2027 (KV2027), the Kirin Group
promoted the increase of profits in the Food & Beverages domain, the strengthening of the global
foundation in the Pharmaceuticals domain, and the expansion of the Health Science domain in orderto achieve the goals of the Kirin Group 2022-2024 Medium-Term Business Plan (2022 MTBP).
38

In 2023, we pushed forward with the following initiatives to enhance our ability to execute toward theachievement of KV2027.
① Food & Beverages domain
In the Alcoholic beverages and Non-alcoholic beverages business, Kirin Holdings worked tostrengtheng its mainstay brands in Japan and overseas and expand high-value-added products tonurture new growth engines. In addition, we responded to the severe environment, including soaring
raw material prices, by cutting costs and revising prices, and worked to improve profitability.
② Pharmaceuticals domain
Kyowa Kirin Co., Limited focused on maximizing the value of global strategic products. In addition,
we worked to strengthen our foundation for sustainable growth as a Japan-based global specialty
pharmaceutical company*3, including signing an agreement to acquire shares of Orchard Therapeutics
plc (Orchard Therapeutics), a UK-based biopharmaceutical company, in order to expand our nextgeneration pipeline and meet future medical needs.
③ Health Science domain
Centered on the LC-Plasma-related business, we expanded the scale of our business through aggressive
development of our own group products such as non-alcoholic beverages and supplements, as well as
through product development by external partner companies. In addition, we acquired
shares in Blackmores Limited (Blackmores), an Australian company that develops
health food (natural health) businesses, including supplements in the Asia-Pacificregion, thereby strengthening our structure to accelerate the growth of our Health
Science domain.
*1 This is a profit indicator that measures the ordinary performance of the business by deducting the cost of
sales and selling, general and administrative expenses from revenue.
*2 A lactic acid bacterium that supports the maintenance of immune function in healthy people. Named after
plasmacytoid dendritic cells (pDCs), which are immune cells, the Kirin Group has published many papers andpresented at many conferences in collaboration with universities and research institutions in Japan and overseas.
*3 A pharmaceutical company that continuously creates, develops, and markets innovative new drugs on a
global scale by utilizing cutting-edge biotechnology

We have achieved many results in terms of ESG and won high acclaim both domestically andinternationally.
The Environmental Report 2023, published in July was recognized as a pioneering effort by investors
and other stakeholders around the world for its example of integrated disclosure of environmental
management information on the TCFD*4 and TNFD*5.
Kirin Brewery Company, Limited achieved 100% renewable energy for purchased electricity at all of
its breweries and sales offices in Japan*6. At Mercian Corporation, the Château Mercian Mariko
Vineyard was officially recognized by the Ministry of the Environment as a socio-ecologicalproduction landscapes and seascapes site (SEPLS) that contributes to the 30 by 30 Alliance for
Biodiversity (30by30)*7 global goal of halting and restoring biodiversity loss..
In the Health Science domain, Kirin Holdings was highly acclaimed for its contribution to society
through the discovery and commercialization of LC-Plasma, and the company received the Imperial
Invention Award*8 at the 2023 National Commendation for Invention, the first time in 59 years for afood company and the first for a health and well-being ingredient.
In addition, the company received the highest ranking in the 7th Nikkei Smart Work Management
39

Survey for the seventh consecutive year. This was in recognition of the diverse and flexible work styles
and employee engagement areas. In the 5th Nikkei SDGs Management Survey, we also received thehighest ranking for the fifth consecutive year. This award was given in recognition of the results of ourefforts to create economic value through our business, sustainable resource utilization, and biodiversity
initiatives conservation through our business activities.
*4 Taskforce on Climate-related Financial Disclosures*5 Abbreviation of Taskforce on Nature-related Financial Disclosures, an international initiative that requires
financial institutions and corporations to disclose information on business opportunities and risks in terms of natural
capital and biodiversity*6 Achieved in January 2024
*7 This goal was agreed upon in the G7 2030 Nature Compact and adopted as a new global goal at the 15th
Conference of the Parties (COP15) to the UN Convention on Biological Diversity in December 2022, which aims toeffectively conserve at least 30% of the land and oceans as healthy ecosystems by 2030.
*8 The awards are given to inventions, devices, and designs that have made significant contributions to theadvancement of science and technology and the development of industry, as well as to inventions that are expected
to make significant contributions in the future.

2023 Ceremony of National Commendation for Invention

Received the highest ranking in the"7th Nikkei Smart Work Management Survey"
for the seventh consecutive year.

Received the highest ranking in the"5th Nikkei SDGs Management Survey" for the fifth consecutive year.

40

*1 Current forecast before actual results are finalized*2 Specific component indicators and target levels are not disclosed for strategic reasons, as they include content
related to intellectual property.
*3 The target group is employees of Kirin Holdings.
*4 Major group companies that have production and logistics functions within the group will be included. Partnercompanies within the plant/brewery premises are also included.

41

Japan Beer and Spirits Business: Kirin Brewery Company, Limited (Kirin Brewery)
Consolidated revenue
684.9 billion yen, up 3.2%
Consolidated normalized operating profit 77.7 billion yen, up 4.1%
In the domestic alcoholic beverages market, amid the impact of soaring raw
material prices, many companies proceeded with price revisions to secure
profitability. Liquor tax revisions and price revisions in October led to a reductionin the price gap between beer and other alcoholic beverages such as happoshu andnew genre*9 products. As a result, the beer category was brisk.
Kirin Brewery saw strong sales of its mainstay brand KIRIN ICHIBAN and thehealth-conscious KIRIN ICHIBAN Zero Sugar,*10 which were both renewed, and in addition to thefirm (market) performance and the recovery of the on-premise market also provided a tailwind, andoverall sales volume of the KIRIN ICHIBAN brand increased by 5% from the previous year.
In the craft beer category, a new growth engine, we strengthened the lineup by launching SPRING
VALLEY Japan Ale [Aroma] from the SPRING VALLEY brand and SPRING VALLEY Afterdark [Black],
a limited edition product. We also worked with distributors and craft beer makers to expand sales
outlets for craft beer. In the on-premise market, we expanded the number of outlets handling Tap
Marché, a beer server for restaurants, to provide customers with opportunities to experience craft beer.
Kirin Brewery’s whiskey production began in 1973 when the FUJI GOTEMBA DISTILLERY started
operation, and we celebrated its 50th anniversary in 2023. FUJI, our flagship brand, has expanded its
sales performance by 2.7 times over the previous year, and we expanded overseas, increasing thenumber of European countries FUJI is sold in.
In the RTD*11 category, the mainstay Kirin Hyoketsu brand sold well. In particular, sales of the Kirin
Hyoketsu Sugar Free series grew significantly, up 35% from the previous year, with the annual sales
target being achieved in October. In addition, Kirin Jojo Shochu Soda, a high value-added RTD product,
was launched in October, cultivating new demand as an RTD that goes well with meals.
*9 Classification under the Liquor Tax Law has been changed to happoshu (2) effective October 1, 2023.
*10 According to food labeling standards products containing less than 0.5g of sugar per 100ml can be labeled “zerosugar.”*11 Abbreviation for Ready to Drink, a canned cocktail.

Major Products:
・ KIRIN ICHIBAN・ KIRIN ICHIBAN Zero Sugar
・ SPRING VALLEY Japan Ale [Aroma]・ Kirin Hyoketsu Sugar Free

Tap Marché
42

FUJI GOTEMBA DISTILLERY

Japan Non-alcoholic Beverages Business: Kirin Beverage Company, Limited (Kirin Beverage)
Consolidated revenue
Consolidated normalized operating profit

255.0 billion yen, up 4.8%
16.9 billion yen, down 10.1%

Despite the environment in the domestic non-alcoholic beverages market being
difficult due to soaring raw material prices, summer demand and the health market
expanded due to the extremely hot summer and growing health and well-being
awareness.
In the Kirin Gogo-no-Kocha brand, we renewed the mainstay Kirin Gogo-no-Kocha to increase
summer demand. In addition, we strengthened our unsweetened black tea lineup with the launch of
Kirin Gogo-no-Kocha Oishii Muto Milk Tea, resulting in a 2% increase in overall sales of the Kirin
Gogo-no-Kocha brand compared to the previous year. From the Kirin Nama-cha brand, Kirin Namacha Rich was launched in September and sold more than 10 million bottles in the first two weeks ofsales.
In the Health Science domain, where we are focusing our efforts, we introduced a variety of products
to the market, centered on non-alcoholic beverages containing LC-Plasma, to meet the needs ofconsumers and to make immune care a habit. The newly launched Kirin Oishii Immune Care series,
which also includes Kirin Oishii Immune Care Calorie-Off and Kirin Oishii Immune Care Sleep,
increased sales volume of small-volume PET bottled non-alcoholic beverages by 3.4 times over theprevious year compared to the same container from 2022 for the small volume PET bottled beverage.
In addition, the iMUSE brand was strengthened in November with the renewal of the well-received
Kirin iMUSE Yogurt Taste, in preparation for winter, when health and well-being awareness is on therise. As a result of these efforts, sales volume of LC-Plasma beverages increased significantly, up 35%
from the previous year.
With FANCL CORPORATION we created synergies through the joint development of KIRIN x FANCL
Calolimit Apple Sparkling and KIRIN x FANCL Calolimit Blended Tea and other products.
Major Products:
・ Kirin Gogo-no-Kocha Straight Tea
・ Kirin Gogo-no-Kocha Oishii Muto Milk Tea
・ Kirin Oishii Immune Care Calorie Off・ Kirin Oishii Immune Care Sleep

43Oceania Adult Beverages Business: Lion Pty Limited (Lion)
Consolidated revenue
Consolidated normalized operating profit

281.0 billion yen, up 9.8%
32.4 billion yen, up 2.7%

In the Australian alcoholic beverages market, the impact of COVID-19 has subsided,and inflation remained at a high level. In this environment, Lion Pty Ltd. worked tostrengthen its mainstay brands, and as a result, sales of Hahn, which meets increasing
health consciousness and well-being needs were strong, as were sales of XXXX
(pronounced “four-ex”) and other products.
In the growing RTD category, Kirin Brewery began manufacturing the Kirin Hyoketsu
brand in Australia and began selling it in Australia and New Zealand. In the craft beer business, ourfocus in North America, sales remained strong due to continued strong sales of New Belgium Brewing
Company's Voodoo Ranger and the effect of the integration of Bell's Brewery and New Belgium
Brewing Company.
Major Products:
・ Hahn・ XXXX GOLD・ Voodoo Ranger IPA

Pharmaceuticals Business: Kyowa Kirin Co., Ltd. (Kyowa Kirin)
Consolidated revenue
Consolidated normalized operating profit

441.9 billion yen, up 11.1%
96.0 billion yen, up 16.4%

In 2023, the third year of the company's 2021-2025 Medium-Term Business Plan, Kyowa
Kirin continued its efforts for growth as a Japan-based global specialty pharmaceuticalcompany.
The global strategic product Crysvita*12 began sales in North America and showedsteady growth with a 20% increase over the previous year.
Regarding the development pipeline, KHK4083 (generic name: rocatlinlimab*13) and other products
are progressing well, while the development of RTA 402*14, has been ceased. In addition, in order tostrengthen our ability to create new drugs in the future, we signed an agreement to acquire shares of
Orchard Therapeutics plc (Orchard Therapeutics), which has products and product development using
hematopoietic stem cell gene therapy*15 and establishes a platform necessary for the business.
*12 A drug for the treatment of rare diseases that cause disorders of bone growth and metabolism mainly due togenetic causes. In Japan, it is marketed under the CRYSVITA product name.
*13 A drug for the treatment of atopic dermatitis. Clinical trials for asthma are also planned.
*14 Developed for the treatment of Alport syndrome, diabetic kidney disease, and autosomal dominant
polycystic kidney disease. Kyowa Kirin announced the discontinuation of development in May 2023.
*15 This treatment for diseases caused by abnormal genes aims to restore normal function by introducing normal
genes into hematopoietic stem cells taken from patients and returning them to the body.

44

Other Businesses
Consolidated revenue
Consolidated normalized operating profit
Revenue Composition

471.6 billion yen, up 10.0%
32.4 billion yen, down 13.8%
22.1%

Kyowa Hakko Bio Co., Ltd (Kyowa Hakko Bio)
Kyowa Hakko Bio focused on specialty materials and undertook structural reforms to improve
profitability. Sales of overseas-sold Cognizin*16 for use in health and well-being foods remained strong,
and regulatory approvals for human milk oligosaccharides (HMOs)*17, progressed in the countries
where we plan to expand. On the other hand, the business environment remained challenging,particularly in the amino acid business, due to intensifying competition in the market and soaring raw
material and fuel prices.
*16 Brand name for Citicoline. An ingredient found in the body that maintains the cell membranes of the brain
and nerve cells, and has been used for many years around the world in medicines for brain diseases and healthfoods that support the improvement of cognitive functions. In Japan, it is currently classified as a pharmaceuticalproduct.
*17 A generic term for oligosaccharides contained in breast milk. More than 200 kinds are contained in breast
milk, and the results of research contributing to immunity and brain function, among others, have been reported.

Mercian Corporation (Mercian)
Mercian continued to nurture its own highly profitable brands while its mainstay wine business wasseverely affected by the impact of the weak yen on imported wines and raw materials.
In the Château Mercian Japan wine category, Château Mercian Mariko Winery won the highest ranking in
Asia in the "World's Best Vineyards 2023" competition and began exporting its wines to Italy.
Under the Mercian Wines brand, the sparkling wine Cantiamo and the small-volume size Sunnyside
Organic Sparkling Can were launched and sold well.
Major Products:
・ Château Mercian Mariko Omnis
・ Mercian Wines Cantiamo Spumante
・ Mercian Wines Sunny Side Organic

Coca-Cola Beverages Northeast, Inc. (Coke Northeast) *18
In the non-alcoholic beverages market in the U.S., consumption remained firm even as prices
continued to rise due to inflation. At Coke Northeast*18, sales of mainly carbonated non-alcoholic
beverages and premium mineral water remained steady. In addition, operational reforms, including
structural reforms at facilities and distribution centers and the introduction of ICT, as well as the effects
of price revisions, further improved the high profitability of the company.
*18 Company that operates a soft drink manufacturing and sales business in the northeastern United States,
centered on Coca-Cola bottling.

45

Kirin Group 2022-2024 Medium-Term Business Plan (2022 MTBP)The Kirin Group is working to achieve KV2027 in order to achieve sustainable growth in the midst of
a drastically changing social environment and is aiming for growth in the Food & Beverages domain,
Pharmaceuticals domain, and Health Science domain, with CSV*1 as the cornerstone of ourmanagement. This section provides an overview of KV2027 and the 2022 MTBP, as well as some of
the topics related to CSV management.
*1 Creating Shared Value: combined added value for consumers as well as for society at large.

46

About the Kirin Group's CSV Management
In 2019, we formulated our CSV Purpose reflecting the United Nations Sustainable Development
Goals (SDGs), and have been aiming for growth through new value creation and implementation ofbusiness structure reforms toward the achievement of KV2027. Under
the CSV Purpose, based on the premise of A Responsible Alcohol
Producer, we are addressing social issues in the areas of Health,Community, and Environment, and contributing to the achievement of ahealthy society. In the 2022 MTBP, we have established non-financial
indicators from the three perspectives of environment, health, andemployees. By linking non-financial indicators with financial indicators,
we are working to create economic and social value.

CSV Management Topics
A Responsible Alcohol Producer
Promote efforts to eradicate harmful consumption of alcohol in all countries of operation
As a company that has A Responsible Alcohol Producer as one of its CSV
perspectives, Kirin Brewery Company, Limited has been working on
raising awareness of responsible drinking. Kirin Brewery Company,
Limited created a video appealing for the elimination of drunk driving
through KIRIN GREEN’S FREE and disseminated it widely on social
networking sites.
Lion Pty Ltd. has developed "Alcohol&Me,"*2 a program to educate consumers about the effects ofalcohol on the body and mind, and has been implementing it since 2013.
*2 An online tool for self-paced learning. The tool provides a wide variety of materials, including study materials
and teaching aids divided by various themes and topics, conducting workshops in the workplace, video lectures,
quiz format, interactive demonstrations, and reflections on one's own drinking habits.

HealthMore than 35 years of immunology research to solve health and well-being challenges for moreconsumers
Immunity is an indispensable function for a healthy life and can be
regarded as the foundation of health and well-being. The Kirin Grouphas been conducting immunological research for over 35 years and has
accumulated a variety of knowledge. In the process, we discovered theworld's first Lactococcus lactis strain Plasma, (LC-Plasma) which
activates a leader of the immune system, and revealed it in 2010. While
ordinary lactic acids can activate only some immune cells, LC-Plasma can directly activate pDC(plasmacytoid dendritic cells)*3, which are a leader of the immune system.
In 2020, the iMUSE brand was launched as Japan's first functional food for immune function. Nonalcoholic beverages, foods and supplements using LC-Plasma are currently being commercialized not
only by the Kirin Group but also by many external partner companies.
47

In 2023, we established the Health Science Institute in order to build a structure for promoting R&D
that more accurately understands the health and well-being issues of our consumers and the market.
This will allow us to accelerate the acquisition of evidence for the functions of our materials andproducts, and to further improve our product development capabilities.
We are also conducting joint research with external research institutions and companies. In a joint
study with the University of Malaya in Malaysia, we confirmed that continuous intake of LC-Plasma
suppressed the symptoms of dengue fever.
In addition, in joint research with Kao Corporation, we discovered for the first time in Japan a link
between visceral fat and pDC activity. The study confirmed that high visceral fat is associated withlow pDC activity, and high visceral fat and low immune function are associated with a high risk ofcontracting COVID-19 and influenza.
In order to link the findings of our immunology research to solutions for many
people's health and well-being issues, we are sequentially developing"immune care" classes at elementary schools across Japan and immune systemawareness activities in cooperation with local governments and otherorganizations.
*3 A type of immune cell that is specialized in the defense against viral infection in
the body.

Community
Create bonds between people and communities to create positive forces in "mind and body" andin society.
Local revitalization through Gogo-no-Kocha
Since 2021, Kirin Beverage has been developing products using
strawberries grown in Kumamoto Prefecture as part of the “GOGO TEAHAPPINESS PROJECT”. In addition to donating a portion of theproceeds, the company is working to revitalize the Kumamoto region by
providing support in a variety of areas, including the food industry,
education, and railroad infrastructure in Kumamoto Prefecture.
Promoting the wine industry through public-private partnerships
We have concluded a comprehensive cooperation agreement with Ueda City in Nagano Prefecture,
where the Château Mercian Mariko Winery is located, and are working to develop human resources
related to the wine industry. We are also focusing on regional revitalization through the promotion of
the wine industry in cooperation with grape growers, wine producers, and local retailers and restaurants.
Through these efforts, we are contributing to the increase of the tourist population and the related
population*4 in Ueda City.
*4 This does not refer to the "resident population" living in the area or the "exchange population" visiting thearea as tourists, etc., but rather to people who are involved in a variety of ways with the local people.

Environment
In recent years, the environment has been facing a variety of challenges that are having a significant
impact on society. Companies are expected to understand the risks and opportunities from a medium48

to long-term perspective, and to contribute to solving environmental issues by disclosing ambitious
targets and steadily achieving them. Recognizing the interconnectedness of the four environmental
issues that we have positioned as key issues: climate change, biological resources, water resources,
and containers and packaging, we have adopted an integrated approach to solving these issues. The
Environmental Report 2023, released in July 2023, discloses integrated environmental management
information based on the TCFD and TNFD.
Climate Change
Promoting climate change initiatives at group breweries and sales offices
The Kirin Group has set a goal of converting all electricity consumption to renewable energy by 2040.
In January 2024, Kirin Brewery converted all electricity purchased at all of its breweries and sales
offices in Japan to 100% renewable energy. GHG emissions from purchased electricity at these sites
will be zero, and the percentage of renewable energy used by Kirin Brewery as a whole will be 66%.
Kirin Beverage Company, Limited has installed a solar power generation system based on the PPA
model*5 at its Shonan brewery, which is scheduled to start operation in May 2024.
*5 The PPA model refers to a business model in which a PPA provider installs solar power generation equipment
on a customer's property or roof at no charge and sells the power generated by the equipment to the customer.

Biological and water resources
Château Mercian Mariko Vineyard officially recognized as a socio-ecological production
landscapes and seascapes (SEPLS) site
Mercian’s Château Mercian Mariko Vineyard was officially certified as a“socio-ecological production landscapes and seascapes” (SEPLS) site by
the Ministry of the Environment in October 2023. As an advanced naturepositive*6 activity through its business, the company is contributing toachieving the global goal of 30by30. In addition, Château Mercian has
launched a new Château Mercian Mariko Winery SDGs Tour to experience
the SDGs that Château Mercian is working on, including biodiversity
initiatives, recycling-oriented agriculture, and efforts to reduce carbon emissions at Mariko Vineyard.
Supporting environmentally regenerative farming practices in collaboration with the Rainforest
Alliance
Kirin Beverage, in collaboration with the Rainforest Alliance*7, will develop a Regenerative Tea
Scorecard*8 for tea farms in Sri Lanka, a producer of tea leaves used to make Kirin Gogo-no-Kocha
teas. The environmentally regenerative agriculture will be tested from 2024 as a tool that allows
farmers to make their own judgements.
*6 The goal of halting and restoring biodiversity loss by 2030, as agreed on in the G7 2030 Nature Compact.
*7 An international non-governmental organization (international NGO) based in New York and Amsterdam,with activities in over 60 countries. The main activity is to provide environment certification for sustainability
in forestry, agriculture and tourism.
*8 A collection of guides for farmers to promote regenerative agriculture (aiming at soil health, biodiversity
conservation, productivity improvement, etc.) at their own discretion.

49

Containers and packaging
Acceleration of chemical recycling and contribution to a recycling-oriented society
Kirin Brewery has introduced the use of chemical recycling resin in the 3L plastic bottles used as beer
server containers for the Tap Marché and TAPPY brands sold in restaurants from March 2023. This is
the first time in Japan that chemical recycling resin has been used in PET bottles for alcoholic
beverages.
In November 2023, we also joined the Japan Business Coalition for a Global Plastics Treaty, which is
supported by the World Wide Fund for Nature Japan (WWF Japan). As part of a business coalition wewill request the Japanese government to take leadership toward the formulation of an international
convention to eradicate plastic pollution.
(2) Issues to be addressed
Conflicts continue to rage in many parts of the world, negatively impacting social and economic life.
Although the four-year-long COVID-19 crisis is coming to an end, outbreaks of infectious diseases areinevitable in the future. The environment is becoming more complex with the increasing severity of
global warming. It is precisely in times like these that the Kirin Group will face social issues head-on
and practice CSV management, which creates economic value while solving problems, in order tocontribute to a sustainable society and pursue sustainable growth for the Kirin Group. In the Food &Beverages domain, the Pharmaceuticals domain, and the Health Science domain, in particular, we will
promote a global business structure with the addition of Blackmores Limited.
The Kirin Group's growth is supported by organizational capabilities, including: human resources, ICT,in addition to technological capabilities based on fermentation and biotechnology.
With regard to human resources, we aim to develop human resources with expertise and diversity
through diverse business experience in the Kirin Group's business portfolio, while at the same time
fostering an organizational culture that will continue to generate innovation.
In regards to respect for human rights initiatives, under the revised Kirin Group Human Rights Policy,
we are promoting human rights due diligence, an integrated approach that includes identification ofnegative human rights impacts in the value chain, including raw material suppliers, prevention andreduction of such impacts, monitoring, and information disclosure.
In the area of ICT, we will promote business process reform and efficiency improvement through theuse of digital technologies such as generative AI in various fields such as sales, product development,
procurement, production, and logistics.
Through these efforts, we aim to achieve our financial targets of Normalized EPS and ROIC, as wellas achieve our non-financial targets for the environment, health and well-being, and employees.
Beginning in FY2024, the business segments will be renamed Alcoholic beverages business, Nonalcoholic beverages business, Pharmaceuticals business, Health Science business, and Other
businesses.

50

Food & Beverages Domain (Alcoholic beverages and Non-alcoholic beverages businesses)
In the Food & Beverages domain, we will continue to establish a strong brand system centered on our
mainstay brands and work to increase profitability by nurturing high-value-added, high-unit-priceproducts.
Kirin Brewery will propose the appeal and enjoyment of the brand with a diverse lineup centered on
KIRIN ICHIBAN. Honkirin will be renewed, and we will continue to communicate the brand’s value.
We will also aim to establish a strong brand lineup by launching a new brand in the beer category thisspring.
We will also continue our efforts to expand our craft beer offerings, with the renewal of
the SPRING VALLEY brand in March to provide more opportunities for people to become
more familiar with beer and to communicate the diverse ways in which beer can beenjoyed. In addition, the brand's SPRING VALLEY BREWERY TOKYO (Shibuya-ku,
Tokyo) will be completely renovated to provide an opportunity for customers to casuallyexperience craft beer. Through these efforts, we will work to steadily grow the businessand brand by providing new value.
Kirin Beverage will work to revitalize the black tea category and make theunsweetened tea category more attractive by developing high value-added products
from the Kirin Gogo-no-Kocha and Kirin Nama-cha brands. In April, we will renew
Kirin Nama-cha to strengthen the brand. We will also continue to focus on LCPlasma-containing beverages. In addition to the renewal of Oishii Immune Care andOishii Immune Care Calorie Off, we aim to expand the “immune care” market byintroducing new products that meet consumers' lifestyles and needs and further
promote the "immune care" habit.
Lion will focus on strengthening its brands, including its flagship beer brand XXXX (four-ex) in
Australia and Kirin Hyoketsu, which is newly launched in Australia and New Zealand. Lion will also
continue to expand its craft beer business in Australia and North America.
Mercian will focus its efforts on its Château Mercian Japanese wine products to strengthen profitability.
Coke Northeast will maintain a highly profitable structure by utilizing IT to increase supply chain
productivity while achieving sales growth.

51

Pharmaceuticals Domain (Pharmaceuticals Business)
Kyowa Kirin aims to achieve further growth of its global strategic products,
Crysvita and Poteligeo*1. In addition, Kyowa Kirin will make steady progress in
the global development of its key pipeline products, KHK4083 (generic name:rocatlinlimab) and KHK4951 (generic name: tivozanib)*2, and move forwardwith integration and collaboration with Orchard Therapeutics.
*1 A drug for the treatment of certain types of leukemia. It is already marketed in Japan under the POTELIGEO
brand name.
*2 This product was developed for the treatment of exudative age-related macular degeneration (a disease inwhich abnormal vascularization occurs in the macula, where photoreceptor cells are closely connected, causing
rapid vision loss) and diabetic macular edema (a complication of a disease in which the retina is damaged due
to high blood sugar, resulting in damage to capillaries in the macula, which causes edema in the macula andvision loss).

Health Science Domain (Health Science business)
After COVID-19, people are becoming more health and well-being
conscious. We will further enhance the Group's strengths in consumer-centric
marketing expertise and value-creating technologies, and promote global
expansion with a focus on the Asia-Pacific region. We will establish a uniquebusiness model for the entire Kirin Group by leveraging the brand power ofBlackmores Limited and FANCL CORPORATION.
In Japan, we will continue to work on expanding "immune care" needs in
2024 and aim to grow the "LC-Plasma" related business. With FANCLCORPORATION, we will expand group synergies by developing the CALOLIMIT brand in Kirin
Group companies, improving efficiency by sharing know-how in the e-commerce business, andpromoting joint research.
Overseas, we will strengthen our position in the growing market of Southeast Asia, centered on theAustralia-based Blackmores. Kyowa Hakko Bio will also promote the development of products
utilizing LC-Plasma.

In 2024, the final year of the 2022-2024 MTBP, the Kirin Group will further enhance its ability to
execute its strategies through the challenge and ingenuity of all Group employees, and move forward
to become one of the world's leading CSV companies. We will further enhance our ability to execute
our strategies through the challenge and ingenuity of all Group employees and move forward to
become a world leader in CSV.
We look forward to the continued understanding and support of our shareholders.

52(3) Assets and income
182nd term
(FY2020)¥1,849,545
million¥162,115
million¥124,550
million

183rd term
(FY2021)¥1,821,570
million¥165,430
million¥99,617
million184th term
(FY2022)¥1,989,468
million¥191,159
million¥191,387
million

185th term
(FY2023)¥2,134,393
million¥201,495
million¥197,049
millionProfit attributable toowners of the Company¥71,935
million¥59,790
million¥111,007
million¥112,697
millionBasic earnings per share¥85.57¥71.73¥135.08¥139.16

Total equity¥1,095,939
million¥1,147,990
million¥1,253,203
million¥1,425,838
millionEquity per share
attributable to owners of
the Company¥1,005.96¥1,072.69¥1,210.16¥1,398.47

Total assets¥2,459,363
million¥2,471,933
million¥2,542,263
million¥2,869,585
millionNormalized
EPS

¥136

¥156

¥171

¥177

ROIC

6.0%

4.2%

8.5%

8.0%

Item
Revenue
Normalized operating
profitProfit before tax

Keyperformanceindicators(Financial
targets)(Notes)The Company’s consolidated financial statements are prepared based on International Financial ReportingStandards (IFRS).

(4) Plant and equipment investment
Consolidated plant and equipment investment for this fiscal year amounted to ¥84.9 billion ona payment basis.
The major facilities completed during this fiscal year, and those still under construction orcontemplation as of the end of the term to be reported are listed below:
1) Major facilities completed during this fiscal year
Business division
Pharmaceuticals

Company nameKyowa Kirin Co., Ltd.

53

Details of plant and equipment investment(Takasaki Plant) Construction of Quality
Building (Quality Assurance-Related
Complex)

2) Major facilities under construction or contemplation as of the end of the term
Business division
Pharmaceuticals

Company nameKyowa Kirin Co., Ltd.

OthersKirin BioMaterials Co.,Ltd.

Details of plant and equipment investment(Takasaki Plant) Construction of New
Biopharmaceutical API Manufacturing
Building(Yamaguchi Office) Establishment of newclinical trial drug substance manufacturing
facility(5) Financing
The aggregate amount of loans payable, including bonds, was ¥657.8 billion as of the end of
this fiscal year.
Major financing during this fiscal year was the issue of unsecured bonds (including social
bonds※) by the Company amounting to ¥93.0 billion.
※Bonds issued to raise funds for businesses that contribute to solving social issues.

(6) Description of major businesses
The Kirin Group’s major businesses are the production and sale of alcoholic beverages
including beer, happo-shu, new genre, wine, western spirits, etc. and non-alcoholic beverages,
pharmaceutical and health food products, among others.
Major products by business division are described on pages 42 to 45 of “(1) Result of business
operations”.
(7) Significant subsidiaries, etc.
1) Significant subsidiaries
Business
division

Company nameLocation

CapitalKirin Brewery
Japan Beer andCompany,
Spirits
LimitedNakano-ku,
Tokyo¥30,000
millionJapan Nonalcoholic
Beverages

Kirin Beverage
Company,
LimitedChiyoda-ku,
Tokyo¥8,417
million

Oceania Adult
Beverages

New South
Lion Pty Limited Wales,
Australia

AU $8,731
million54

Ratio of
Description ofshareholding major businesses
Production and
100.0%
sale of alcoholic
beverages
Production andsale of non100.0%
alcoholicbeverages
Management of
alcoholicbeverages
100.0%
business in
Oceania

Businessdivision

Pharmaceuticals

Company nameLocation

CapitalKyowa Kirin
Co., Ltd.

Chiyoda-ku,
Tokyo¥26,745
million

Mercian
Corporation

Nakano-ku,
Tokyo¥3,000
millionKyowa Hakko
Bio Co., Ltd.

Chiyoda-ku,
Tokyo

Coca-Cola
Beverages
Northeast, Inc.

New
Hampshire,
U.S.

U.S. $930
thousandBlackmores
LimitedNew South
Wales,
Australia

AU $ 202
million¥10,000
million

Others(Note)

Ratio of
Description ofshareholding major businesses
Research,development,
production, sale,
import and export
53.5%
etc. ofprescription
medicine
Import,production and
100.0%
sale of alcoholic
beverages
Production andsale ofpharmaceuticalmaterials, various
100.0%
amino acids andmaterials of
health foodproducts
Production andsale of non100.0%
alcoholicbeverages
Manufacture andsale of dietary
100.0%
supplements suchas supplements

The ratio of shareholding includes indirect holdings.

2) Significant affiliated companies

Business division Company nameLocation

CapitalRatio ofshareholding

FANCL
Yokohama,
CORPORATION Kanagawa¥10,795
million

30.3%

Metro
Manila, thePhilippines₱15,410
million

48.4%

OthersSan Miguel
Brewery Inc.

55

Description ofmajor
businesses
Production andsale ofcosmetics andhealth foodproducts
Production andsale of beer(8) Major business offices, plants, etc.
1)

Kirin Holdings Company, Limited
Head Office: 10-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan
Laboratories: 4 Laboratories including Institute for Future Beverages (Yokohama,
Kanagawa)

2)

Subsidiaries
Business
division

Company
nameMajor centers
Head Office

Japan Beer andSpirits

Kirin
Brewery
Company,
LimitedBranchOffices

PlantsHead Office
Japan Nonalcoholic
Beverages

Kirin
BeverageCompany,
LimitedPharmaceuticals

Lion Pty
LimitedHead Office

New South Wales, Australia

Head Office

Chiyoda-ku, Tokyo

BranchOffices

11 Branches including Tokyo Branch(Chuo-ku, Tokyo)
Takasaki Plant (Takasaki, Gunma), Ube
Plant (Ube, Yamaguchi)
4 Laboratories including Fuji Research
Park (Nagaizumi-cho, Suntou-gun,Shizuoka)
Nakano-ku, Tokyo
7 Branches including Metropolitan
Regional Sales & Marketing Branch(Chuo-ku, Tokyo)
6 Plants including Fujisawa Plant(Fujisawa, Kanagawa)
Chiyoda-ku, Tokyo

Kyowa Kirin
PlantsCo., Ltd.
Laboratories
Head Office

Others

Mercian
Corporation

BranchOffices
PlantsKyowa

Off-Premise Head Office (Nakano-ku,
Tokyo etc.),
9 Regional Sales & Marketing Divisions
including Metropolitan Regional Sales& Marketing Division (Chuo-ku, Tokyo)
9 Plants including Yokohama Plant(Yokohama, Kanagawa)
Chiyoda-ku, Tokyo
5 Regional Sales & Marketing Divisions
including Metropolitan Regional Sales& Marketing Division (Chiyoda-ku,
Tokyo)
Shonan Plant (Samukawa-machi, Kozagun, Kanagawa), Shiga Plant (Taga-cho,Inukami-gun, Shiga)

BranchOffices

Plants
Oceania Adult
Beverages

Nakano-ku, Tokyo

Head Office56

Businessdivision

Company
nameHakko Bio
PlantsCo., Ltd.

Major centers

Laboratories
Coca-Cola
Beverages
Northeast,
Inc.
Blackmores
Limited

Yamaguchi Production Center (Hofu,
Yamaguchi)
Technical Research Laboratory (Hofu,
Yamaguchi)

Head Office

New Hampshire, U.S.

Head Office

New South Wales, Australia(9) Employees
Business division
Japan Beer and Spirits
Japan Non-alcoholic Beverage
Oceania Adult Beverage
Pharmaceuticals
OthersAdministration
Total

Number of employees(persons)
4,356
3,408
3,956
5,974
11,203
1,286
30,183（Notes） 1. The number of employees indicates the number of employees currently on duty.
2. The number of employees indicated as Administration is mainly the number of employees of theCompany, which is a holding company (excluding employees seconded by the Company and including
employees seconded to the Company).

(10) Significant business transfers to and from the Kirin Group and acquisitions and disposalsof shares of other companies
1) In January 2023, the Company have transferred all shares of Myanmar Brewery Limited
which were held by Singapore subsidiary of the Company (Kirin Holdings Singapore Pte,
Limited) through share buyback by Myanmar Brewery Limited.
2) In August 2023, the Company, through subsidiaries in Australia (Kirin Holdings Australia
Pty Ltd. and Kirin Health Science Australia Pty Ltd.) acquired all shares of Blackmores
Limited, which locates in Australia.
(11) Major lenders and loan balances
LenderOutstanding balance of loan

Syndicated loans¥156,841 million

MUFG Bank, Ltd.

¥74,946 million(Note) The syndicated loans consist of those arranged by Sumitomo Mitsui Banking Corporation or MUFG Bank, Ltd.
as the agent bank.

57

(12) Other important matters concerning the current situation
In January 2024, Kyowa Kirin Co., Ltd. acquired all shares of Orchard Therapeutics plc, which
locates in the United Kingdom.
2. Shares(1) Total number of authorized shares
1,732,026,000(2) Total number of outstanding shares
914,000,000(No change from the end of the previous
fiscal year)(3) Number of shareholders
418,846 (Increased by 74,598 persons fromthe end of the previous fiscal year)(4) Major shareholders (top ten)
Number of shares heldby shareholder(thousand shares)

Ratio ofshares held(%)

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

144,197

17.7

Custody Bank of Japan, Ltd. (Trust account)

57,717

7.1

Meiji Yasuda Life Insurance Company

31,346

3.8

STATE STREET BANK AND TRUSTCOMPANY 505001

17,856

2.1

SMBC Nikko Securities Inc.

16,127

1.9

STATE STREET BANK WEST CLIENT TREATY 505234

15,9281.9

SSBTC CLIENT OMNIBUS ACCOUNT

10,156

1.2

JAPAN SECURITIES FINANCE CO.,LTD.

10,048

1.2

JPMorgan Securities Japan Co., Ltd.

9,357

1.1

THE BANK OF NEW YORK MELLON
1400448,593

1.0

Name of shareholder(Notes)1. The Company holds 102,215,000 shares of treasury stock but has been excluded from the above major
shareholders.
2. Ratio of shares held excludes treasury stock.
3. Number of shares held by the shareholder and ratio of shares held are indicated by omitting fractions.

58

(5) Shares delivered to Officers as consideration for the performance of duties during thecurrent fiscal year
Officer type

Number of shares

Number ofrecipients

18,8004

Directors of the Board (excluding Nonexecutive Directors)(Notes)1. The above includes shares issued to a Director of the Board who has retired.
2. The above is the number of shares actually delivered. In addition to the above number of shares, the numberof shares that were converted into cash within the trust and paid out in an amount equivalent to theconversion amount was 18,377.

3. Company’s Directors of the Board and Audit & Supervisory Board Members(1) Names of Directors of the Board and Audit & Supervisory Board Members, etc.

Title
President & Chief
Executive Officer

Representative Directorof the Board, Senior
Executive Vice
President

Director of the Board,
Senior Executive
Officer

Responsibilities

Significant positions
concurrently held at othercompanies andorganizations

Yoshinori
Isozaki––Director of the Board, Kirin
Brewery Company, Limited

KeisukeNishimura

Responsible for
Business Allianceand Investment
Strategy;Overseas Business;
Global Craft Beer
Strategy
Responsible for

Director of the Board, Kirin
Beverage Company,
LimitedName

Toshiya
Miyoshi

Director of the Board,
Senior Executive
OfficerTakeshi

Director of the Board,
Senior Executive
Officer*

Junko

Minakata

Tsuboi

PR Strategy;
Risk Management;

Director, Lion Pty Limited
Director, San Miguel
Brewery Inc.
Director of the Board,Blackmores Limited

Legal

Director, San Miguel
Brewery Inc.

Responsible for
Health Science
Strategy

Director, Kyowa Kirin Co.,Ltd.

President of Health
Science Division
Personnel & General
Affairs Strategy

59

Director of the Board,Blackmores Limited
Outside Director, FANCLCORPORATION

TitleName

Responsibilities

Significant positions
concurrently held at othercompanies andorganizations
Senior Advisor,
International University ofJapan

Director of the Board

Masakatsu
Mori

Chairperson of theBoard

Outside Director,
STANLEY ELECTRIC
CO., LTD.
External Statutory Auditor,
FAST RETAILING CO.,LTD.
Advisor, Yamaha MotorCo., Ltd.

Director of the Board

Hiroyuki
YanagiMember of theNomination &Remuneration
Advisory Committee

Outside Director, AGC Inc.
Outside Director, Japan
Airlines Co., Ltd.
Outside Director,
Mitsubishi Electric
Corporation
Professor, Faculty of
Economics and Business
Administration, Tokyo
Metropolitan University

Director of the Board

ChiekoMatsudaChairperson of theNomination &Remuneration
Advisory Committee

Professor, Graduate Schoolof Management, Tokyo
Metropolitan University
Outside Director, IHI
Corporation
Outside Director, Toyota
Tsusho Corporation
Outside Director, Asahi
Kasei Corporation

Director of the Board

Director of the Board

NorikoShionoMember of theNomination &Remuneration
Advisory Committee

Rod–

Eddington－

Chairman, Independent
Non-Executive Director ofLion Pty Ltd.
Outside Director, CLP
Holdings Limited60

TitleDirector of the Board

Director of the Board*

Name

GeorgeOlcottShinyaKatanozaka

Responsibilities

Significant positions
concurrently held at othercompanies andorganizations–

Audit & Supervisory Board
Member, Toyota Motor
Corporation–

Representative Director,
Chairperson of the Board of
Directors of ANA
HOLDINGS INC.
Outside Director, Tokio
Marine Holdings, Inc.

Standing Audit &Supervisory Board
MemberShobu Nishitani

Standing Audit &Supervisory Board
Member*Toru Ishikura

Audit & Supervisory
Board Member

Yoshiko
Ando–

Audit & Supervisory Board
Member, Kyowa Hakko
Bio Co., Ltd.

–

Audit & Supervisory Board
Member, Kyowa Kirin Co.,Ltd.

–

Audit & Supervisory
Board Member

Kaoru
Kashima–Audit & Supervisory
Board Member

KenichiFujinawa–(Notes)

Outside Director, Sansei
Technologies, Inc.
Outside Director, JFE
Holdings, Inc.
Outside Audit &Supervisory Board
Member, Nippon Telegraphand Telephone Corporation
External Director,
Sumitomo Mitsui TrustHoldings, Inc.
Senior Counsel, Nagashima
Ohno & Tsunematsu

1. A Director of the Board and Audit & Supervisory Board Member marked with an asterisk (*) indicates suchofficer newly assumed office as of March 30, 2023.
2. Seven Directors of the Board, Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms. Chieko Matsuda, Ms. Noriko
Shiono, Mr. Rod Eddington, Mr. George Olcott, and Mr. Shinya Katanozaka, are Non-executive Directors.
3. Ms. Yoshiko Ando, Ms. Kaoru Kashima, and Mr. Kenichi Fujinawa are Audit & Supervisory Board Members.
4. Although there is a payment of attorney fees by the Company to Nagashima Ohno & Tsunematsu, where Audit& Supervisory Board Member, Mr. Kenichi Fujinawa, concurrently holds a significant position, the amount of
payment to the law firm during this fiscal year is less than 1% of the total revenue of the law firm.
5. Standing Audit & Supervisory Board Member, Mr. Shobu Nishitani, held the position of General Manager of the
Finance Department at the Company and the subsidiary of the Company, and has a wealth of expertise in financeand accounting.
6. Audit & Supervisory Board Member, Ms. Kaoru Kashima, is a certified public accountant, has served as amanager of an auditing firm, and has a wealth of expertise in finance and accounting.
7. Seven Directors of the Board, Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms. Chieko Matsuda, Ms. Noriko
Shiono, Mr. Rod Eddington, Mr. George Olcott, and Mr. Shinya Katanozaka, and Three Audit & Supervisory
Board Members, Ms. Yoshiko Ando, Ms. Kaoru Kashima, and Mr. Kenichi Fujinawa are registered as61independent officers with and in compliance with the requirements of the Tokyo Stock Exchange, Inc and notified
so to the same.
8. The following Director of the Board and Audit & Supervisory Board Members resigned from their position as ofMarch 30, 2023.
Director of the Board: Noriya Yokota
Director of the Board: Kaoru Kato
Standing Audit & Supervisory Board Member: Keiji Kuwata
9. The Company adopts an executive officer based system. Senior Executive Officers who are not concurrently
holding the position of Director of the Board are as follows.

Title

Name

Responsibilities

Significant
positionsconcurrently heldat other companies
and organizations
Director, Lion Pty
LimitedDirector, Mercian
Corporation
Director, Coca-Cola
Beverages
Northeast, Inc.
Director, Kirin
BeverageCompany, Limited

SeniorExecutive
Officer

RyosukeMizouchiCSV Strategy

SeniorExecutive
Officer

Masao
MaeharaSCM Strategy
Production Technology
Strategy

SeniorExecutive
Officer

Shinjiro
AkiedaFinancial Strategy
IR

SeniorExecutive
Officer

Koji
FukadaR&D Strategy
Quality Assurance
President of R&D Division

Director, Kyowa
Hakko Bio Co.,Ltd.

Mitsuharu
Yamagata

Brand Strategy
Marketing Strategy
Digital & Information
Strategy

Senior Vice
President, Kirin
Brewery Company,
Limited(Marketing)SeniorExecutive
Officer
SeniorExecutive
Officer
SeniorExecutive
Officer
SeniorExecutive
Officer

Hideki
Horiguchi–

Toru
Yoshimura–

Yuki
Kanzaki―

62–

President & CEO,Kirin Brewery
Company, Limited
President & CEO,Kirin Beverage
Company, Limited
President & CEO,Kyowa Hakko BioCo., Ltd.

(2) Outline of Limitation of Liability Contracts
Based on Article 427, paragraph 1 of the Companies Act, the Company has been entered into
agreements with each Non-executive Director and each Audit & Supervisory Board Member tolimit the liability for damages stipulated in Article 423, paragraph 1 of the same Act. The liability
limit based on the contract is the minimum liability amount stipulated in Article 425, paragraph 1of the same Act.
(3) Outline of the Indemnity Agreement
The Company has entered into an indemnity agreement with each Director and each Audit &Supervisory Board Member as stipulated in Article 430-2, Paragraph 1 of the Companies Act, andthe Company shall compensate for the expenses set forth in Item 1 of the same Paragraph and thelosses set forth in Item 2 of the same Paragraph to the extent prescribed by laws and regulations.
However, as a measure to ensure that the appropriateness of the indemnified person's execution ofduties is not impaired, certain exemptions have been established, such as when the Company
determines that the execution of compensation is objectively inappropriate.
(4) Directors and Officers Liability Insurance Contracts
The Company has entered into Directors and Officers liability insurance contracts with aninsurance company as provided in Article 430-3, paragraph 1 of the Companies Act, wherein theinsured persons include Directors of the Board, Audit & Supervisory Board Members, Executive
Officers etc. of the Company and its subsidiaries. The Company and its subsidiaries bear all
insurance premiums.
This insurance contract covers compensation for damages, legal, and other such costs in theevent that an insured person(s) is liable for damages arising from their conduct. However,damages caused by criminal or fraudulent acts etc. committed by insured persons are excluded. In
addition, there is a provision for a deductible amount and damages that do not reach the deductible
amount are not covered by this insurance contract.
(5) Remuneration, etc. to Directors of the Board and Audit & Supervisory Board Members
1) Policy for determining Officers’ remuneration, etc.
The Company’s policy for determining Officers’ remuneration, etc. is determined by the
Board of Directors after deliberation of its validity by the Nomination & Remuneration
Advisory Committee, of which Independent Directors constitute a majority and an
Independent Non-executive Director is the Chairperson.
Remuneration, etc. for each Officer is deliberated on by the Nomination & Remuneration
Advisory Committee, reported to the Board of Directors, and then, for remuneration, etc. for
Directors of the Board, determined by the Board of Directors, and for remuneration, etc. for
Audit & Supervisory Board Members, determined in consultation with Audit & Supervisory
Board Members.
Provided, however, that determination of individual performance evaluations andindividual payment ratio for the bonuses of each Director of the Board (excluding Nonexecutive Directors) and each Executive Officer, including the President & CEO, is63delegated to the Nomination & Remuneration Advisory Committee, comprised of thefollowing five persons (three Non-executive Directors and two Directors of the Board)—
Chairperson: Chieko Matsuda (Non-executive Director), members: Hiroyuki Yanagi (Nonexecutive Director), Noriko Shiono (Non-executive Director), Yoshinori Isozaki (President& CEO), and Toshiya Miyoshi (Director of the Board, Senior Executive Officer: his
responsibilities are described on page 59). To ensure that such authority is properly
exercised, the committee will be structured as described above, and decisions will be madeby excluding interested persons from the committee, and the committee will report to theBoard in a timely and appropriate manner.
The outline of the Company’s policy for determining remuneration, etc., for Officers forthe current fiscal year is as follows.
(i) Basic policy on remuneration, etc. for Officersi) The Company shall establish a remuneration structure that emphasizes the linkage of
remuneration with business performance and medium- to long-term corporate value andshare value with the shareholders.
ii) Remuneration levels shall be appropriate for the roles and responsibilities of the Kirin
Group’s Officers.
iii) Remuneration shall be deliberated by the Nomination & Remuneration Advisory
Committee, of which Independent Non-executive Directors constitute a majority, to ensure
objectivity and transparency.
(ii) Remuneration structure and recipients, etc.
Remuneration, etc. for Officers of the Company is composed of three parts: basic
remuneration which is fixed remuneration; bonus as short-term incentive remuneration; andstock-based remuneration as medium- to long-term incentive remuneration. The Nonexecutive Directors are responsible for monitoring and advising management of theCompany and the Kirin Group as a whole from an objective point of view, and Audit &Supervisory Board Members are responsible for auditing the execution of duties by the
Directors of the Board from an objective point of view. Accordingly, only basic
remuneration shall be paid to the respective parties.

Basic remuneration

Bonus

Annual sum consists of fixed remuneration based on theexecutive rank and responsibilities, and additional
remuneration based on responsibilities is divided equally by
12 and paid each month.
Performance-linked remuneration for motivation to achieve
annual performance targets of each fiscal year and engage ininitiatives for future growth; assuming the amount to be paid
upon achievement of a target (base amount) predetermined foreach executive rank and responsibility is set at 100%, thisremuneration is variable between 0% and 200% depending on
the level of achievement of the performance target; and lumpsum payment after the end of each fiscal year.

64Stock remuneration(Note)

Trust-type stock compensation; it consists of Performance
Share Units which is linked to the degree of achievement of
performance in a single fiscal year ("Single-Year PSU"),
Performance Share Units which is linked to the degree ofachievement of Medium-Term Business Plan’s goals in
multiple fiscal years ("Medium-Term Plan PSU") andConsists of Restricted Share Units (RSU) which has no
performance conditions attached; Stock and cash will be paidin a single payment in 50:50 ratio for shares and cash basedon the respective points awarded at a certain time after thelapse of each business year for Single-Year PSU and RSU,
and in the following business year of the target period ofMedium-Term Business Plan (three business years) for
Medium-Term Plan PSU.

A performance-linked and stock-price-linked remuneration plan (the “Phantom Stock Plan”) applies tothose who are non-residents in Japan and are not subject to the stock remuneration. Under the plan, in
accordance with the Share Delivery Rules of the Company, cash equivalent to the amount of the Company's
shares (including the Company's shares subject to exchange under the stock remuneration) calculated using
the same formula as the stock remuneration plan.

(iii) Ratio of performance-linked remuneration
The remuneration ratio for the President & CEO is as shown below: ratio of basic
remuneration to the performance-linked remuneration base amount for the President & CEOshall be approximately 30:70 (the ratio of bonuses to stock-based remuneration is 30:40).
The remuneration ratio for other eligible Directors (excluding Non-executive Directors) and
Officers shall be determined in a similar manner as above in consideration of their executive
rank and responsibilities. The composition ratio of the Single-Year PSU, to the RSU, to theMedium-Term Plan PSU (per year) in stock compensation base amount shall be common to
all intended beneficiaries (approximately 4:2:1).
(iv) Mechanism for linkage to performance
The Company’s policy for determining the method to calculate performance-linked
remuneration is as follows.
i) Bonuses
The evaluation indicators for bonuses of corporate performance evaluation(Consolidated normalized operating profit) and individual performance are selected topromote solid earnings growth and strategic execution for the entire Kirin Group and its
major businesses. The business performance (normalized operating profit, etc., of eachbusiness) are additionally applicable to the President of an operating company or the
Officer in charge of Health Science Strategy. The amount paid upon the achievement oftargets (base bonus amount) is predetermined for each executive rank. When this amountis regarded as a pay rate of 100%, this remuneration is variable between 0% and 200%
depending on the degree of achievement of targets. The evaluation method for bonus
amount paid to each individual for the current fiscal year is as shown in Sample 1 below.

65Sample 1: Evaluation method of bonus amount paid to each individualii) Stock compensation
In order to promote both medium- to long-term improvement of shareholder value andthe creation of social value, ROIC, normalized EPS, and non-financial evaluation(Environment, Health, and Employees) are selected as evaluation indicators for stockcompensation. RSU are awarded fixed points that are calculated based on defined
thresholds for each executive rank. Single-Year PSU are awarded points for each business
year, and Medium-Term Plan PSU are awarded points for the target period of theMedium-Term Business Plan (three business years), which are calculated in the businessyear following such respective performance evaluation period by multiplying thepredefined base points calculated based on thresholds for each executive rank by theperformance-linked factor as described in Sample 2 below. At a certain point in time after
the lapse of three years from the start of each performance evaluation period, the numberof the Company’s shares, corresponding to the number equivalent to 50% of the points(one point shall be converted to one common share of the Company) granted for the
performance evaluation period, shall be delivered along with the payment of cash
equivalent to the proceeds from the realization of the number of the Company’s sharescorresponding to the outstanding portion of the points.
Calculation formula for performance-linked factor for the Single-Year PSU and
Medium-Term Plan PSU is as described in Sample 2 below.
Sample 2: Calculation formula for PSU performance-linked factor (excluding theperformance evaluation period; the scheme is common to the Single-Year PSU
and Medium-Term Plan PSU)

66

(v) Others
In the event of significant changes in the business environment due to an occurrence of
unexpected, extraordinary events, the Company may make a discretionary judgment in a
resolution of the Board of Directors after extraordinary deliberation by the Nomination &Remuneration Advisory Committee as necessary.
2) Remuneration, etc. for the current fiscal year(i) Total amount of remuneration, etc. for Directors of the Board and Audit & Supervisory
Board Members by officer type, total amount of remuneration, etc. by type and number ofofficers
Total amount (millions of yen) of remuneration etc. by type and number of persons
Fixed remuneration

Performance-linked remuneration
Non-monetary
remuneration

Monetary remuneration

Officer type

Total amount of
remuneration,etc.
Basic remuneration(millions ofyen)

Performance-linked
and stock-pricelinked remuneration Stock compensation(Phantom Stock
Plan)

Bonus

Total
amountNumberofpersons

Total
amountNumberofpersons5

Total
amountNumberofpersons

Total
amountNumberofpersons

-

-

207

6

Directors of the Board(excluding Nonexecutive Directors)

809

281

6

321

Audit & Supervisory
Board Members(excluding Nonstanding Audit &Supervisory Board
Members)

76

76

3

-

-

-

-

-

-

Nonexecutive
Directors

142

142

8

-

-

-

-

-

-

58

58

3

-

-

-

-

-

-

1,084

556

20

321

-

-

207

NonNonexecutive standing
Officers Audit &Supervisory
Board
Members
Total

5(Notes) 1. Twelve (12) Directors of the Board and five (5) Audit & Supervisory Board Members remain in theirpositions as of the end of this fiscal year, but the amounts above include remuneration for two (2) Directors
and one (1) Audit & Supervisory Board Members who retired as of March 30, 2023.
2. The above total amount of bonus is the amount expected to be paid. For actual performance evaluation
indicators and others, please refer to (ii) below.

67

6

3. There were no officers to whom the above performance-linked and stock-price-linked remuneration(Phantom Stock Plan) was applicable.
4. Stock compensation was granted to Directors of the Board (excluding Non-executive Directors) as nonmonetary remuneration. The above total amount of stock compensation is the amount recorded as expenses
during the current fiscal year for the Board Incentive Plan (BIP) Trust.
5. In accordance with the policy for Officers’ remuneration, etc., the Nomination & Remuneration Advisory
Committee deliberates and considers with a diversified viewpoint the method for calculating remuneration,etc. for Directors of the Board and the calculation of the payment amount based on this, among others. The
committee then reports the draft to the Board of Directors, and the Board of Directors respects the deliberation
process and reports. Accordingly, the Company considers that details of remuneration, etc. for each Directorof the Board are consistent with the policy for Officers’ remuneration, etc of the Company.

(ii) Targets, etc. and actual results regarding evaluation indicators for performance-linked
remuneration for Directors of the Boardi) Bonuses (whose performance evaluation period is the current fiscal year)

Performance evaluation
indicators

Evaluation
ratio

Fluctuation
range ofpayment
ratio

PerformancetargetActualresults

230.4
billion
yen
201.5
192.0
billionBasebillion
yen
yen
153.6
Lower
billion
limit
yen
132.0
Upper
billion
limit
yen
120.0
145.6
Base
billionbillion
yen
yen
108.0
Lower
billionlimit
yen
Decided based on evaluation
indicators of commissioned
work, etc. for each person.

Payment
ratio foreach
indicator

Finalpayment
ratio

Upper
limit

Corporate
performance
evaluation

Business
performance
evaluation

Consolidated
normalized
operatingprofitRevenue inin Health
SciencedomainIndividual performance
evaluation

20% - 70%

0 - 200%40%

0 - 200%

30% - 50%

0 - 200%

124.7%

132.3% 184.9%
200%

150% 200%(Notes) 1. Individual performance evaluation was determined by the method described in 1) above.
2. Business performance evaluation is an evaluation indicator applied to the Director of the Board who is incharge of Health Science Strategy.

68ii) Stock compensation (Single-Year PSU with the current fiscal year as the performance
evaluation period)
Performance
evaluation
indicators

ROIC

Evaluation
ratio

40%

Normalized EPS

Non-financial
evaluation

40%

20%

Fluctuation
range ofpayment ratio

Performance targets

Upper limit

12.8%

Base

8.5%

Lower limit

4.2%

Upper limit

197 yenBase

171 yenLower limit

145 yen

0% - 200%

0% - 200%

0% - 200%

Decided after
evaluating eachindicator in the
categories ofEnvironment, Healthand Employees.

Actualresults

Payment
ratio foreach
indicator

7.6%

79.0%

164 yen

72.7%

Final
payment
ratio

100.6%

SS

200%(Note) When evaluating the degree of achievement of financial indicators, the impact of exchange fluctuations, etc. foreach fiscal year is excluded from calculating items in the financial statements of overseas subsidiaries, etc.

3) Provisions resolved by a general meeting of shareholders
The remuneration limit and other matters Regarding Directors of the Board and Audit &Supervisory Board Members etc. for a fiscal year are as follows.

Position

Directors of
the Board
Directors of
the Board(excluding
Nonexecutive
Directors)
Audit &
Supervisory
Board
Members

Type ofremuneration

Basic
remuneration
and bonus

Stock-based
remuneration

Basic
remuneration

Remuneration Limit andMaximum Number ofGranted Shares

Date of resolution
by a general
meeting ofshareholders

Remuneration Limit:
1,520 million yen*1(including 210 million yen
for Non-executive
Directors)
Remuneration Limit:
1,450 million yen

12 (including 7 Nonexecutive Directors)

March 30, 2022
Maximum Number ofGranted Shares: 1,000,000
shares *2
Remuneration Limit: 200
million yen

69

Number of persons
on the date ofresolution

5 Directors of theBoard *3

5 (including 3 Nonstanding Audit &Supervisory Board
Members)

*1 Amounts to be expensed in connection with the payment of performance-linked and stock-price-linked remuneration(Phantom Stock Plan) to Directors of the Board (excluding Non-executive Directors) and Executive Officers, who are
non-residents in Japan, are included.
*2 Regarding the stock compensation plan for Directors of the Board (excluding Non-executive Directors) and Executive
Officers, who are residents in Japan, the upper limit of the amount of money to be contributed by the Company and thenumber of shares of the Company to be delivered per business year.
*3 The stock-based remuneration plan, which was resolved at the General Meeting of Shareholders, covers not only
Directors of the Board but also Executive Officers, and the number of such Executive Officer as of the date of theresolution is nine.

(6) Major activities of Non-executive Directors and Non-standing Audit & Supervisory Board
Members during this fiscal year

Title

Director of the
Board

Name

Attendanceat Board
Meetings

Masakatsu
Mori

15 times of
15 meetings

Hiroyuki
Yanagi

15 times of
15 meetings

ChiekoMatsuda15 times of
15 meetings

70

Statements contribution
At the Board Meeting, he managed the Board
Meetings in an active and efficient manner as
Chairperson. Additionally, he fulfilled therole expected as Non-executive Director,
including overseeing business execution of
the Company, through his activities such as
making instructive statements at the Board
Meeting, from an independent and objective
standpoint, based on his wealth of experienceand broad perspective in corporate
management, finance and accounting.
At the Board Meeting, he made instructive
statements, from an independent andobjective standpoint, based on his wealth ofexperience in corporate management andbroad perspective in technology development
and innovation, and, at the Nomination andRemuneration Advisory Committee Meeting,he was involved in and advised thisCommittee to ensure objective andtransparent nomination and compensation
procedures as a member of this Committee.
Through these and other activities, hefulfilled the role expected as Non-executive
Director, including overseeing businessexecution of the Company.
At the Board Meeting, she made instructive
statements, from an independent andobjective standpoint, based on her expertisein finance and corporate governance andbroad perspective in corporate management,
and, at the Nomination and Remuneration
Advisory Committee Meeting, as
Chairperson, she lead the management of thisNoriko Shiono

15 times of
15 meetings

Rod Eddington

12 times of
15 meetings

George Olcott

14 times of
15 meetings

ShinyaKatanozaka

11 times of
12 meetings

71

Committee and she was involved in andadvised this Committee to ensure objective
and transparent nomination andcompensation procedures. Through these andother activities, she fulfilled the role expected
as Non-executive Director, including
overseeing business execution of theCompany.
At the Board Meeting, she made instructive
statements, from an independent andobjective standpoint, based on her wealth ofexperience in corporate management andbroad perspective in the pharmaceutical andhealthcare field, and, at the Nomination andRemuneration Advisory Committee Meeting,
she was involved in and advised thisCommittee to ensure objective andtransparent nomination and compensation
procedures as a member of this Committee.
Through these and other activities, shefulfilled the role expected as Non-executive
Director, including overseeing businessexecution of the Company.
He fulfilled the role expected as Nonexecutive Director, including overseeing
business execution of the Company, throughhis activities such as making instructive
statements at the Board Meeting, from an
independent and objective standpoint, basedon his wealth of experience in global
company management and broad perspective
in corporate governance.
He fulfilled the role expected as Nonexecutive Director, including overseeing
business execution of the Company, throughhis activities such as making instructive
statements at the Board Meeting, from an
independent and objective standpoint, basedon his wealth of experience in international
financial markets and broad perspective inglobal management and corporate
governance.
He fulfilled the role expected as Nonexecutive Director, including overseeing
business execution of the Company, throughhis activities such as making instructive
statements at the Board Meeting, from an
independent and objective standpoint, based

on his wealth of experience in corporate
management and broad perspective ininternationalization of business andpromotion of diversity, establishment of new
business, and branding and marketing.

Title

Audit &
Supervisory
Board
MemberName

Attendanceat Board
Meetings

Attendanceat Audit &Supervisory
Board
Meetings

YoshikoAndo

14 times of
15 meetings

19 times of
19 meetings

Kaoru
Kashima

15 times of
15 meetings

19 times of
19 meetings

KenichiFujinawa

15 times of
15 meetings

19 times of
19 meetings

Statements contribution
She properly audited businessexecution of the Company
through her activities such as
making instructive statements at
the Board Meeting and Audit &Supervisory Board Meeting,from an independent andobjective standpoint, based onher highly specialized expertise,
as well as wealth of experienceand broad perspective in thefields of employment and labor.
She properly audited businessexecution of the Company
through her activities such as
making instructive statements at
the Board Meeting and Audit &Supervisory Board Meeting,from an independent andobjective standpoint, based on
her wealth of experience andbroad perspective in audit
operations and corporate
management at an auditing firm.
He properly audited businessexecution of the Company
through his activities such as
making instructive statements at
the Board Meeting and Audit &Supervisory Board Meeting,from an independent andobjective standpoint, based on
his expertise, as well as wealthof experience and broad
perspective in corporate legal
affairs as an attorney.

(Note) As for the attendance at the Board Meetings of Director of the Board Mr. Shinya Katanozaka, the Board Meetings
applicable to him are only those held on and after March 30, 2023, the date of his assumption of office.

72

(Reference)
Corporate Governance System(1) Basic Philosophy and Policy Concerning Corporate GovernanceIn line with the Kirin Group’s corporate philosophy and “One KIRIN” Values that are shared acrossthe Kirin Group, the Kirin Group recognizes that achieving “2027 Vision” in Long-Term Management
Vision “Kirin Group Vision 2027,” will lead to sustainable growth for the Group and improvement of its
corporate value over the medium to long term, and also establishes a corporate governance system that is
capable of effectively and efficiently achieving this goal.
The Kirin Group recognizes that collaboration with Group stakeholders is essential to realizing “2027Vision” based on the Kirin Group’s corporate philosophy and management principles, and respecting eachstakeholder’s position. The Kirin Group will promptly disclose information to shareholders and investors
based on transparency, fairness and continuity, and will actively engage in constructive dialogue withshareholders and investors to fulfill its accountability in good faith.

73

(2) Composition of the Board
Taking into account the knowledge, experience, skills and insight etc. that are necessary for turning
the 2027 Vision into a reality, the Board of the Company is composed of the appropriate number ofmembers, ensuring overall balance and diversity. At the 184th Ordinary General Meeting of Shareholders,the Company continuously elected Non-executive directors including two female directors and two nonJapanese directors, and keeps its governance structure to maintain a majority of Non-executive (outside)
directors (five internal directors and seven Non-executive (outside) directors). By doing this, the Company
is striving to build a highly diverse and transparent governance system, as well as to ensure effective andobjective management supervision. Currently, a Non-executive director serves as Chairman of the Board.
The Board of the Company has established the Nomination & Remuneration Advisory Committee
composed of a majority of Non-executive directors as a voluntarily-established body. Currently theCommittee is composed of two internal directors and three Non-executive directors, and a Non-executive
director serves as Chairman.

(3) Evaluation of the Effectiveness of the Board
The Company routinely evaluates the operation of the Board and the content of its discussions, among
others, and strives to ensure the important decision-making function and the overseeing function.
During this fiscal year, the Company conducted a survey that included evaluation criteria based on the
research of third-party advisors and had discussions at the Board meeting in light of the existing initiatives
and improvements.
In this fiscal year, the evaluation was conducted based on the following eight evaluation criteria: (1)Composition and operation of the Board; (2) Development, execution and monitoring of strategies; (3)Supervision of risk management and crisis control; (4) Supervision of decision-making on businessacquisition/withdrawal, etc.; (5) Supervision of remuneration for officers and succession plan, etc.; (6)Thorough understanding and implementation of healthy corporate ethics and supervision thereof; (7)Supervision of overall disclosures to stakeholders; and (8) Strengthening points to improve theeffectiveness of the Board. The evaluation results indicated that the Board was functioning properly
overall and that the effectiveness of the Board was ensured.
While recognizing the importance of efforts regarding ESG (Environment, Society and Governance),
the Company will strive to maintain and improve the effectiveness of the Board toward enhancement ofcorporate value in the medium- to long-term and sustained growth through (1) discussions on“strengthening corporate governance;” (2) discussions on “integrated strategy and risks” to realize
appropriate risk-taking, and (3) discussions on “digital ICT strategy” to accelerate value creation, in fiscal
year 2024.
Election and Dismissal Process for President & CEO
As part of its efforts to strengthen corporate governance, the Company adopts the process to havefurther involvement of the Board and the Nomination and Remuneration Advisory Committee in theelection and dismissal of a President & CEO. Specifically, the Nomination and Remuneration Advisory
Committee (three Non-executive Director members only) shall have strategic dialogue with the current
President & CEO. Based on a quantitative evaluation of earnings, progress of management strategy, anda qualitative evaluation of potential and current qualifications necessary for the top management of theCompany. In addition, the Nomination and Remuneration Advisory Committee reviews the training andselection process annually and considers successor candidates based on the selection criteria and external
evaluations by third parties. The results of the evaluation of the President & CEO and the process for the
training and selection of successor candidates are reported to the Board of Directors by the Nomination
and Remuneration Advisory Committee to ensure objectivity and transparency in the appointment and74

dismissal of the President & CEO.
For more details about the Company’s corporate governance, please refer to the following “Corporate
Governance Policy.”
https://www.kirinholdings.com/en/purpose/files/pdf/governance_policy.pdf(Note) Amounts and ratios stated in this business report are rounded off to the nearest unit unless otherwise noted.

75

CONSOLIDATED STATEMENT OF FINANCIAL POSITION(At December 31, 2023)(¥ millions)
ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Intangible assets
Equity-accounted investees
Other financial assets
Other non-current assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Other financial assets
Other current assets
Cash and cash equivalents(Sub-total)
Assets held for sale
Total current assets

592,928
390,568
303,540
370,720
105,346
39,340109,322
1,911,764
330,984444,940
8,944
37,552
131,399
953,818
4,004
957,821

Total assets

2,869,585

76

EQUITY
Share capital
Share premium
Retained earnings
Treasury shares
Reserves
Equity attributable to owners of the Company
Non-controlling interests
Total equity

102,046
21,1501,128,541(251,675)
132,519
1,132,581
293,257
1,425,838

LIABILITIES
Non-current liabilities
Bonds and borrowings
Other financial liabilities
Defined benefit liability
Provisions
Liabilities from application of equity method
Other non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Bonds and borrowings
Trade and other payables
Other financial liabilities
Current tax liabilities
Provisions
Other current liabilities
Total current liabilities

555,725
82,91455,228
4,316
13,966
19,921
38,871
770,941
100,673306,670
61,7209,687
4,153
189,904
672,806

Total liabilities

1,443,747

Total equity and liabilities

2,869,585*Amounts are rounded to the nearest ¥1 million.

77

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(From January 1, 2023 to December 31, 2023)(¥ millions)
Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income
Other operating expenses
Operating profit
Finance income
Finance costs
Share of profit of equity-accounted investees
Gain on sale of equity-accounted investees
Profit before tax
Income tax expense
Profit2,134,393
1,170,927
963,466
761,971
28,83580,036150,294
9,035
10,52332,773
15,470197,049
46,611
150,438

Profit attributable to:
Owners of the Company
Non-controlling interests

112,697
37,741
150,438

Profit*Amounts are rounded to the nearest ¥1 million.

78

BALANCE SHEET(At December 31, 2023)(¥ millions)
ASSETS
Current assets
Cash and time deposits
Short-term loans receivable
Other

358,840
20,213
310,959
27,668Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Goodwill
SoftwareLeased assets
Software in progress
Other
Investments and other assets
Investment securities
Shares of subsidiaries and affiliates
Deferred tax assets
Other
Allowance for doubtful accounts

1,923,240
13,560
2,943
142
1,457
0
2,690
1,642
2,779
1,907
62,4008,596
44,952
882
7,754
217
1,847,280
1,366
1,824,929
14,807
11,564(5,388)

Total assets

2,282,080

79

LIABILITIESCurrent liabilities
Short-term loans payable
Lease liabilities
Bonds due within one year
Non-trade accounts payable
Accrued expenses
Allowance for employees’ bonuses
Allowance for bonuses for directors and corporate auditors
Other
Non-current liabilities
Bonds
Long-term debt
Lease liabilities
Reserve for retirement benefits
Other
Total liabilities

561,822508,506
1,444
30,00013,913
2,244
3,374
270
2,070
756,018
268,000
464,278
1,376
19,327
3,036
1,317,839

NET ASSETS
Shareholders’ equity
Common stock
Capital surplus
Additional paid-in capital
Other capital surplus
Retained earnings
Legal reserve
Other retained earnings
General reserve
Retained earnings carried forward
Treasury shares
Valuation and translation adjustments
Net unrealized gains on securities
Total net assets

963,965
102,046
81,415
81,412
3
1,031,005
25,511
1,005,494
506,368
499,126(250,501)
275
275
964,241

Total liabilities and net assets

2,282,080*Amounts are rounded to the nearest ¥1 million.

80

STATEMENT OF INCOME(From January 1, 2023 to December 31, 2023)(¥ millions)Operating revenue
Group management revenue
Dividend revenue from subsidiaries
and affiliates

58,08866,96913,973

Other
Operating expenses
General and administrative expenses
Other
Operating income

67,408
7,193

Non-operating income
Interest and dividend income
Foreign exchange gain
Other
Non-operating expenses
Interest expense
Provision of allowance for doubtful accounts
Other

139,030

74,60164,429

4,454
1,506
1,733

7,692

4,510
3,914
1,458

9,881

Ordinary income

62,239Special income
Gain on sale of property, plant andequipment and intangible assets
Gain on sale of shares of subsidiaries andaffiliates
Special expenses
Loss on sale and disposal of property,
plant and equipment and intangible assets
Other
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income

1,112
14,454432
199

15,567631
77,175
4,961
1,828
70,386* Amounts are rounded to the nearest ¥1 million.

81Independent Auditor’s ReportFebruary 14, 2024
To the Board of Directors of
Kirin Holdings Company, Limited
KPMG AZSA LLC
Tokyo Office, Japan
Isao Kamizuka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masahiro Sasaki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoshihiro Fujioka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated statement offinancial position, the consolidated statement of profit or loss, the consolidated statement of changes inequity and the related notes of Kirin Holdings Company, Limited (“the Company”) and its consolidated
subsidiaries (collectively referred to as “the Group”), as at December 31, 2023 and for the year fromJanuary 1, 2023 to December 31, 2023 in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position and the results of operations of the Group for the period, forwhich the consolidated financial statements were prepared, in accordance with the latter part of Article 1201 of the Regulations on Corporate Accounting that prescribes some omissions of disclosure items requiredby International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit & Supervisory Board
Members and the Audit & Supervisory Board are responsible for overseeing the directors’ performance of
their duties with regard to the design, implementation and maintenance of the reporting process for the other82information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with the latter part of Article 120-1 of the Regulations on Corporate Accounting thatprescribes some omissions of disclosure items required by International Financial Reporting Standards, andfor such internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with the latter part of Article 120-1 of the Regulations on Corporate Accounting that prescribes
some omissions of disclosure items required by International Financial Reporting Standards and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation and maintenance of theGroup’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The selection andapplication of audit procedures depends on the auditor’s judgment.

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we83

conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Group to cease to continue as agoing concern.


Evaluate whether the presentation and disclosures in the consolidated financial statements are inaccordance with the latter part of Article 120-1 of the Regulations on Corporate Accounting thatprescribes some omissions of disclosure items required by International Financial Reporting Standards,
the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.

We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit, significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company and its
subsidiaries which are required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act for the conveniences of the reader.

84

Independent Auditor’s ReportFebruary 14, 2024

To the Board of Directors of
Kirin Holdings Company, Limited
KPMG AZSA LLC
Tokyo Office, Japan
Isao Kamizuka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masahiro Sasaki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yoshihiro Fujioka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets and the related notes, and the accompanying supplementary schedules(“the financial statements and others”) of Kirin Holdings Company, Limited (“the Company”) as at
December 31, 2023 and for the year from January 1, 2023 to December 31, 2023 in accordance with Article
436-2-1 of the Companies Act.
In our opinion, the financial statements and others referred to above present fairly, in all material respects,
the financial position and the results of operations of the Company for the period, for which the financial
statements and others were prepared, in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements and Others section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the financial statements in Japan,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Audit & Supervisory Board
Members and the Audit & Supervisory Board are responsible for overseeing the directors’ performance of
their duties with regard to the design, implementation and maintenance of the reporting process for the otherinformation.

85

Our opinion on the financial statements and the accompanying supplementary schedules does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules,
our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements and the accompanying supplementary schedules or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and others inaccordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of financial statements and others that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements and others, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the directors’ performance of their duties with regard to the design, implementation and maintenance of theCompany’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and Others
Our objectives are to obtain reasonable assurance about whether the financial statements and others as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these financial statements and others.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements and others, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The selection andapplication of audit procedures depends on the auditor’s judgment.

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s reportto the related disclosures in the financial statements and others or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Company to cease to continue asa going concern.

86

Evaluate whether the presentation and disclosures in the financial statements and others are inaccordance with accounting standards generally accepted in Japan, the overall presentation, structure
and content of the financial statements and others, including the disclosures, and whether the financial
statements and others represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit, significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which arerequired to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
This is an English translation of the Independent Auditor’s Report as required by the Companies Act ofJapan for the conveniences of the reader.

87

Audit & Supervisory Board Members’ Report

We the Audit & Supervisory Board Members of the Company, based on the audit reports
prepared by each Audit & Supervisory Board Member regarding the performance of duties by the
Directors of the Board during the 185th business year from January 1, 2023 to December 31, 2023,
prepared this audit report upon deliberation and hereby report as follows:
1. Audit Methods by Audit & Supervisory Board Members and the Audit & Supervisory Board and its
Details(1)
The Audit & Supervisory Board established audit policy of this term, planning of audits, etc.,
and received reports from each Audit & Supervisory Board Member regarding the state of
implementation of his or her audits and results thereof, as well as received reports from the Directors of
the Board, etc., and the Accounting Auditor regarding performance of their duties, and sought
explanations whenever necessity arose.
(2)
Each Audit & Supervisory Board Member complied with the auditing standards of Audit &Supervisory Board Members established by the Audit & Supervisory Board, in accordance with the audit
policy of this term, planning of audits, etc., communicated with the Directors of the Board, the internal
audit department, other employees, etc., and made efforts to collect information and improve audit
environment, and conducted audits in the following methods:
1)
We attended the Board Meetings and other important meetings, received reports fromthe Directors of the Board, employees, etc., regarding the state of performance of theirduties, sought explanations whenever necessity arose, inspected important decision
documents, etc., and made investigation into the state of activities and property at thehead office and other main business offices of the Company. With respect tosubsidiaries, we communicated and exchanged information with directors, audit &supervisory board members, etc., of the subsidiaries, and visited subsidiaries whenevernecessity arose to make investigation into the state of activities and property thereof.
2)
We monitored and verified the status of the construction and implementation by the
Directors of the Board of the system for ensuring that the performance of duties by the
Directors of the Board listed on the business report conforms to the laws, regulations
and Articles of Incorporation, as well as the resolutions of the Board regarding theimprovement of the system stipulated in Article 100, Paragraph (1) and Paragraph (3)of the Ordinance for Enforcement of the Japanese Companies Act and the status of theestablishment and operation of the system (internal controls system) that is preparedbased on the resolutions, which are necessary for ensuring an appropriateness ofoperations of a joint stock corporation and corporate group comprised of its subsidiaries.
3)
We monitored and verified whether the Accounting Auditor maintained their
independence and implemented appropriate audits, and we received reports from the
Accounting Auditor regarding the state of performance of their duties and sought
explanations whenever necessity arose. In addition, we received notice from the
Accounting Auditor that “The systems for ensuring the proper performance of duties”(matters set forth in each item of Article 131 of the Rules of Corporate Financial
Calculation) is organized in accordance with the “Standards for Quality Control of
Audit” (Business Accounting Council) and other relevant standards, and sought
explanations whenever necessity arose.
Based on the above methods, we examined the business report and supporting schedules,
financial statements (balance sheet, statement of income, statement of changes in net assets, and related
notes) and the supporting schedules related to the relevant business term, and the consolidated financial
statements (consolidated statement of financial position, consolidated statement of profit or loss,
consolidated statement of changes in equity, and related notes).

88

2. Results of Audit(1)
Results of Audit of Business Report and Other Relevant Documents
1)
In our opinion, the business report and the supporting schedules fairly presents the stateof the Company in accordance with the laws, regulations and Articles of Incorporation.
2)
In connection with the performance of duties by the Directors of the Board, no dishonest
act or material fact of violation of laws, regulations, or the Articles of Incorporation
exists.
3)
In our opinion, the contents of the resolutions of the Board regarding the internal
controls system, including internal controls related to financial reporting, are fair andreasonable. In addition, we have not found anything that would need to be pointed out
in relation to the performance of duties by the Directors of the Board regarding theinternal controls system.
(2)
Results of Audit of Financial Statements and Supporting Schedules
In our opinion, the methods and results of audit conducted by the Accounting Auditor, KPMG AZSA
LLC are proper.
(3)
Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results of audit conducted by the Accounting Auditor, KPMG AZSA
LLC are proper.
February 14, 2024
Audit & Supervisory Board
Kirin Holdings Company, Limited
Toru Ishikura (Seal)
Standing Audit & Supervisory Board Member
Shobu Nishitani (Seal)
Standing Audit & Supervisory Board Member
Yoshiko Ando (Seal)
Audit & Supervisory Board Member
Kaoru Kashima (Seal)
Audit & Supervisory Board Member
Kenichi Fujinawa (Seal)
Audit & Supervisory Board Member- END -

89