CORPORATE GOVERNANCE
Last Update: April 1, 2024
Kirin Holdings Company, Limited
Takeshi Minakata, President & COO
Contact: Hidefumi Matsuo
General Manager
Finance Department.
TEL: +81-3-6837-7015
Securities Code: 2503
https://www.kirinholdings.com/en/
The Corporate Governance of Kirin Holdings Company, Limited (the “Company”) shall be described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
In line with the corporate philosophy and “One KIRIN” values that are shared across the Kirin Group(henceforth “the Group”), the Group believes that achieving the “2027 Vision” outlined in the Group's LongTerm Management Vision “Kirin Group Vision 2027” (“KV2027”) will lead to the Group's sustainable growth
and to greater corporate value over the medium to long term. Accordingly, the Group will develop a corporate
governance system that is capable of effectively and efficiently reaching that goal.
The Group believes that cooperation with all of its stakeholders will be indispensable in order to put thecorporate philosophy into practice and turn the “2027 Vision” that is based on this philosophy into a reality,
and therefore respects its stakeholders' respective viewpoints.
The Group will disclose information promptly to its shareholders and investors in a transparent, fair andconsistent fashion, will proactively engage in constructive dialogue with its shareholders and investors, andwill fulfill its accountability with integrity.
<Corporate philosophy>
KIRIN brings joy to society by crafting food and healthcare products inspired by the blessings of nature andthe insights of our customers.
<2027 Vision>
A global leader in CSV, creating value across our world of Food & Beverages to Pharmaceuticals*CSV: Creating Shared Value is a management concept that realizes corporate growth by balancing "creationof social value" and "creation of economic value" through initiatives to address social issues.
<“One KIRIN” Values>“Passion. Integrity. Diversity.”[Reasons for Non-compliance with the Principles of the Corporate Governance Code]【Supplementary Principle 2-4 (1) Ensuring diversity within the company】
・"Long-term Plan for Enhancing the Advancement of Women 2030," which covers the period from 2022 to2030, are formulated for female employees, and the ratio of female managers (30% by 2030) and female
executives (30% by 2030) shall be set as voluntary and measurable targets and KPIs. Kirin Holdings
Company, Limited (henceforth “the Company”) shall further diversify its decision-making ranks andstrengthen its organizational capabilities by removing barriers that prevent women and other diverse humancapital from playing an active role and creating an environment in which they can maximize their abilities.
The plan, status, measures, etc. have been disclosed internally and externally.
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・Regarding foreign employees, core foreign national human capital are autonomously managing major
overseas operating companies in Asia, Oceania, North America, and other regions. On the other hand, theCompany intends to further strengthen the functions of its domestic corporate divisions by proactively
hiring and encouraging the active participation of foreign human capital, regardless of age or position, in
accordance with the transition of its business portfolio, and will consider measurable numerical targets
going forward in accordance with the situation.
・Regarding mid-career hires, the Company sets a target of 30% for the ratio of mid-career hires among theCompany's hires, not limited to management positions, and strives to secure a wide range of excellent
human capital from general employees to key positions, thereby securing diversity in the Company.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4 Cross-Shareholdings]<Policy on cross-shareholdings>
 The Company will comprehensively take into account whether there is a business management necessityand other factors and will not engage in cross-shareholding when such is deemed not to help ensuresustainable growth and boost the corporate value over the medium to long term.
 The Board will verify the reasonableness of the individual cross-shareholdings on a yearly basis.
Concerning the shares for which the meaning of possessing has diminished, while discussing andnegotiating with the cross-shareholding partner, etc., the Company will move to reduce such holdings.
 Voting rights on cross-shareholdings will be exercised upon deciding for or against each agenda item, taking
into account whether a particular cross-shareholding will help boost the corporate value of the company
concerned, and whether it will help ensure sustainable growth and boost the Group's corporate value overthe medium to long term.
<Current Status> The Company held an issue of cross-shareholdings with a book value of 500 million yen at the end of 2023.
[Principle 1.7 Related Party Transactions]〈Policy on transactions between related parties〉
・The Board will make resolutions on conflict-of-interest transactions between the Company and its Directorsof the Board and on competing transactions in accordance with the provisions of the Japanese Companies
Act and the Board Rules, etc.
[Supplementary Principle 2.4.1 Policies for ensuring diversity in appointing core personnel, etc.】〈Significance of enhancing diversity〉
・As the foundation of the Company's organizational capabilities to realize value creation, it has set the goalof realizing "a diverse human capital and a challenging culture" and set " Passion," " Integrity " and "Diversity " as pillars in the "One KIRIN" Values common to all employees. The Company's definition ofdiversity is the willingness to recognize and respect differences in individual values and perspectives. It isthe belief that through constructive discussion, both internally and externally, differences can betransformed into the power to change the world and create better ways of doing things.
〈Vision through diversity advancement〉
・The Company is committed to creating a psychologically safe work environment where diverse humancapital is accepted and where all employees, regardless of their attributes, are able to express their opinions
without fear. The Company will create an environment that recognizes and accepts the differences in values
and perspectives held by each and every employee and will grow into an organization that creates newvalue by utilizing these differences.
〈Human capital development policy and internal environment for pursuing diversity〉
・The Company is working to diversify the perspectives, abilities, and experiences of the organization by
accepting a diverse range of human capital, including young people, seniors, women, career hires, foreign
nationals, LGBTQ+ and disabled persons. In addition, the Company is working to create an environment-2-

that will further broaden individual values and perspectives by expanding and accepting transfers tocompanies outside the Group that provide opportunities to work in environments different from those of
the Group, overseas work experience programs, and widen the range of side job applications. In addition,
the Company is conducting a training program that promotes a greater understanding of diversity for all
employees to deepen their understanding of psychological safety at work, for example, by identifying
factors that inhibit each employee from expressing diverse opinions in the workplace through diversity
awareness surveys. Leadership development initiatives such as coaching and 360-degree assessments forthe top leaders who manage the organization are also accelerating the development of a corporate culturethat encourages acceptance and utilization of diverse opinions.
〈Current status and goal setting for diversity advancement〉
・The Group is expanding its business globally. For example, major overseas operating companies in Asia,
Oceania, North America, and other regions are mainly managed by foreign personnel, and the decisionmaking layer consists of diverse members with different perspectives and experiences as well as attributes
such as gender and nationality. On the other hand, the Company and its operating companies in Japan
recognize that there are issues in fostering female leaders and pursuing the appointment of career employees
to management positions and have set quantitative targets for employees whose original place of
employment is with Kirin Holdings Company.
■Employees with foreign nationality
Overseas operating companies within the Group will maintain and continue their current autonomous
management, led by foreign personnel.
In addition, Company headquarters shall further enhance its functions by proactively engaging in hiringand pushing forward with the active participation of foreign human capital, regardless of age or position,in accordance with the transition of the business portfolio.
■Female employees
The Company aims to achieve a 30% ratio of women in management positions with Kirin Holdings
Company as the original employer by the end of 2030.
As of December 31, 2023: 153/1,122 (ratio 13.6%)■Career employees
The Company aims to achieve a career hiring ratio of 30% or more for new hires with Kirin Holdings
Company as the original employer.
Results for the past three years: 26.8% in 2021, 27.3% in 2022, 45.4% in 2023.
[Principle 2.6 Role as asset owner of corporate pensions] At the Company, corporate pension reserves will be managed through a corporate pension fund.
 The Company will develop an appropriate management system by appointing/assigning persons suitably
qualified to manage pensions in relation to the corporate pension fund, and by having external advisors
provide complementary specialized skills and expertise.
 Furthermore, the Asset Management Committee monitors the investment status of the Fund and provides acomprehensive evaluation not only of quantitative aspects such as investment results, but also of qualitative
aspects such as investment policy, investment process, risk management, ESG and sustainability initiatives
in accordance with the Group's concept of CSV management, and stewardship activities including the statusof exercise of voting rights, and shall review asset allocation and asset management companies as required.
[Principle 3.1 Full Disclosure](i) Corporate philosophy, business strategy, and business plan Corporate Philosophy is described in 1. Basic Views under I. Basic Views on Corporate Governance, Capital
Structure, Corporate Profile and Other Basic Information of this report.
 The Long-Term Management Vision (KV2027), the Medium-Term Business Plan “Kirin Group 2022-2024
Medium-Term Business Plan” (henceforth “MTBP”), and the yearly business plan of the Group aredescribed on the Company’s website.

-3-https://www.kirinholdings.com/en/purpose/management_plan(ii) Basic view on and basic policy of corporate governance The Company’s basic view on corporate governance is described in 1. Basic Views under I. Basic Views on
Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information of this report.
 Kirin Holdings Company, Limited Corporate Governance Policy has been established as the basic policy ofcorporate governance and can be found on the Company’s website.
https://www.kirinholdings.com/en/purpose/files/pdf/governance_policy.pdf(iii) Board policies and procedures in determining the remuneration of the senior management and Directors
Policy on the remuneration of Directors of the Board, Executive Officers and Audit & Supervisory Board
Members<Basic policy on remuneration for officers>
1) The Company shall establish a remuneration structure that emphasizes the linkage of remuneration withbusiness performance and medium- to long-term corporate value and share value with the shareholders.
2) Remuneration levels shall be appropriate for the roles and responsibilities of the Kirin Group’s officers.
3) Remuneration shall be deliberated by the Nomination and Remuneration Advisory Committee, in which
Non-executive Directors of the Board constitute a majority, in order to ensure objectivity and transparency.
<Structure of the remuneration of Directors of the Board and Executive Officers and the mechanism for
performance-based remuneration>
 In order to encourage awareness of the achievement of short-term performance targets and enhancing
corporate value in the medium to long term, the remuneration of Directors of the Board and Executive
Officers shall comprise the following three points: Basic Remuneration (fixed remuneration), Yearly Bonus(short-term incentive remuneration), and Trust-type Stock Remuneration (medium- to long-term incentive
remuneration).
 Yearly bonuses shall be paid in accordance with the achievement level of the Company's performance
evaluation indicator, business performance evaluation indicator, and individual performance evaluation,etc., with the composition ratio and indicators set based on the position and responsibilities of the subject
officers.
 The performance evaluation indicators for the Trust-type Stock Remuneration shall be the key performanceindicators specified in the Medium-Term Business Plan, etc., and other indicators designated by the Board＜Remuneration for Non-executive Directors and Audit & Supervisory Board Members＞
Since Non-executive Directors play the role of supervising and advising the management of the Company
and the entire Group from an objective standpoint, and Audit & Supervisory Board Members play the roleof auditing the execution of duties by Directors from an objective standpoint, only basic remuneration(fixed remuneration) shall be paid to each of the Non-executive Directors and Audit & Supervisory Board
Members.
(iv) Board policies and procedures in the appointment of the senior management and the nomination of
Directors and Audit & Supervisory Board Members candidates(v) Explanation with respect to the individual appointments and nominations when the board of Directors
appoints and dismisses senior management and nominates candidates for Directors and Audit &Supervisory Board Members based on (iv) above.
＜Policy on nomination of Directors, Executive Officers and Audit & Supervisory Board Members＞
The Group, having expanded its business globally with Japan as its core in the fields of food and health,intends to carry out its decision-making and management monitoring in a more appropriate fashion and at
a higher level. To this end, Directors of the Board, Executive Officers, and Audit & Supervisory Board
Members will be appointed upon taking into account the balance of their experience, achievements andspecialization, etc. in relation to the Group's key businesses and business management. A number of persons-4-having a wealth of management experience, advanced specialized knowledge, and extensive expertise will
be appointed as Non-executive Directors of the Board and Audit & Supervisory Board Members.
One or more persons having experience in financial affairs and accounting departments and possessing theappropriate knowledge will be appointed as Audit & Supervisory Board Member.
The appointment/dismissal of Directors and Executive Officers shall be decided by the Board upondeliberation by the Nomination and Remuneration Advisory Committee, taking performance into account;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 and discussed at a general
meeting of shareholders (the appointment of Audit and Supervisory Board Members will require the consent
of the Audit and Supervisory Board).
Policies and procedures for the appointment of Directors, Executive Officers and Audit & Supervisory
Board Members as described above, as well as a skills matrix listing their knowledge, experience andcapabilities, shall be disclosed on the Company's website, etc.
Reasons for the nomination/dismissal of candidates for the positions of Director and Audit and Supervisory
Board Member shall be indicated on reference documents for the general meeting of shareholders, etc.
[Supplementary Principle 3.1.3 Approaches to sustainability, investment in human capital and intellectual
properties]<Approaches to sustainability>
In order to realize the "Vision for 2027" based on the Corporate Philosophy, the Group recognizes thatcollaboration with each stakeholder is essential as part of CSV management and respects each stakeholder'sposition. The Group has established a Group CSV Committee to promote CSV activities, including issues
related to sustainability across the Group, such as the environment and human rights. The Group CSV
Committee discusses and formulates policies, strategies and initiative plans for CSV activities and monitors
their implementation. The Committee reports to the Board and integrates the results of its discussions into theGroup's overall strategy.
The Group shall proactively disclose information related to non-financial capital in line with KV2027 andthe status of its sustainability initiatives, in addition to the statutory disclosure required in the countries where
it operates, such as International Sustainability Standards Board (ISSB), etc. as a precondition for moretransparent corporate management and constructive dialogue with multi-stakeholders, as well as thedevelopment of an internationally recognized framework in the future. With regard to climate change, theCompany discloses business risks and opportunities in accordance with the framework of the Task Force on
Climate-related Financial Disclosures (TCFD).
In addition to climate change, the Group is working on integrated environmental management information
disclosure for natural capital by disclosing environmental risks and opportunities based on the proposed
framework of the Task Force on Nature-Related Financial Disclosure (TNFD).
https://www.kirinholdings.com/en/impact/env/tcfd/<Investment in human capital>
The Group aims to grow into a company that is better positioned to develop and thrive on human capital byseeing human capital as a source of value creation and competitive advantage and by investing in humancapital. Further, the Group will put its management strategy into action and achieve sustainable growth andcorporate value enhancement by increasing the value of human capital, and as a result, improving its
organizational capabilities and strengthening its business.
Expertise and diversity are key to executing the human capital strategy. The Group operates businessglobally in a range of domains from food & beverages, pharmaceuticals to health science. Such a uniqueportfolio has better positioned the Group to experience a variety of businesses with its professional expertiseat the core. The Group is also well-positioned to add diverse viewpoints and values by communicating andworking with people in various business domains. To realize KV2027, the Group aim to strengthen its
organizational capabilities and improve its ability to execute strategies in line with the business portfoliotransformation. In addition, the Group aim to strengthen human capital and nurture a corporate culture that-5-

facilitates the development of human capital who live up to our expectations in terms of both expertise anddiversity, thereby continuing to improve our corporate value into the future.
１）Strengthening of human capital
The Group will pursue the type of human capital management that facilitates the development of humancapital who satisfy our requirements in terms of both expertise and diversity and excel in making decisions,
adapting to changes, and creating ideas. Specifically, the Group will transition to function-centered talentmanagement so as to develop specialized talent conducive to executing the Group’s strategies (recruitment,
development, and assignment). In addition, the Group will identify human resources who have beensuccessful on a functional basis and build a candidate pool of top management members including young
employees. Top management and the Human Resources Department will work together to foster suchcandidates based on the criteria required.
Furthermore, the Group will establish an environment that supports employees’ growth based on theirautonomous career development (by increasing opportunities for employees to apply for new positions offered
via an in-house recruitment system, initiatives to enhance the support for fostering leadership candidates, etc.)
and accelerate our personnel development cycle which helps employees to produce outcomes and growththrough business experience.
２）Fostering an organizational culture
The Group will foster an environment/culture that helps human resources with diverse values and expertiseable to grow by taking on new challenges as well as attracts such human resources. Specifically, to build anenvironment where diverse human resources transform their differences into strengths and feel easy to takeon new challenges, the Group will make a step forward from “Diversity & Inclusion” to “Diversity, Equity &Inclusion.” In addition, with the aim of building an organizational culture where each and every one of ouremployees can feel they have grown by working at the Kirin Group, the Group will intensify our efforts toforge an empathy among our employees to the Group’s Corporate Philosophy and Purpose, as well as a senseof attachment and pride in the organization.
The Group, in its KV2027, has set Employees (employee engagement, the degree of improvement indiversity, Lost Time Incident Rate) as one of its non-financial metrics, and has also linked it to the Officers’
remuneration.
The Group’s Basic Principle of Human Capital is the foundation for our human capital strategy. To give a
concrete shape to our idea that employees and the Company grow together as equal partners, the Group will
provide an environment where each and every employee take on challenges towards creating new value, workwith vigor and enthusiasm, and grow through working.
For more information, please also refer to the Company's website below.
https://www.kirinholdings.com/en/drivers/hr/<Investment in intellectual properties, etc.>
The Company is expanding its business into domains ranging from food & beverages to pharmaceuticals
by leveraging its technological capabilities and knowledge accumulated through research and development in
the domains of fermentation and biotechnology. The Company is positioning the intellectual property createdin each domain as one of its important management assets, and is securing and utilizing patent rights, etc.
while respecting the rights of other companies, aiming for sustainable growth through differentiation bycreating customer value and securing business flexibility in compliance with the law.
In the Company's food & beverages domain, for example, the "caffeine clearing process" (patented
technology), which uses a naturally derived adsorbent to remove caffeine from tea leaves while retaining theflavor and richness, is used in Namacha caffeine-free to differentiate the product by creating new customer
value. The Company is also working to improve the competitiveness of its products and services by utilizing
intellectual property in the Home Tap® home beer server (patent and design registration) and the Tap
Marche® dedicated craft beer dispenser (business model patent, etc.).
Furthermore, the Company's pharmaceuticals domain is based on research and development, and-6-intellectual property is one of the most important management assets. With regard to intellectual property,
which is important for R&D and business strategies, the Company strives to obtain effective patent rights
through strategic application, to maximize product value through life cycle management. At the same time,
the Company strives to ensure freedom in its research and business activities while pursuing compliance toensure that the rights of other companies are respected and not infringed. The Company believes that this willcontribute to maximizing the value and profits of its global business activities and minimizing risks and will
also lead to a stable supply of pharmaceuticals.
In the health science domain, which the Company has entered since 2019, the Company has launched"iMUSE®" brand products (application patents, etc.) containing "Lactococcus lactis strain Plasma®", which
was the first product in Japan to receive a functional food labelling notification for immune functions. In
addition, the Company has begun development of other health ingredients such as HMO (human milkoligosaccharide) and Citicoline, and is working to solve the social issue of health through launching
proprietary materials and products that will lead to generating new value. Based on the results of a diversified
analysis, the Company has identified the intellectual property necessary to achieve the financial targets of the
project (2027) and plans to strategically build assets by allocating the human capital and activity costs of the
R&D division necessary to acquire the rights.
As mentioned in the example of the food & beverages domain, the Company considers not only patents,
but also unique and attractive designs to be important assets and is actively investing in them. Under thispolicy, the Company is pursuing activities to prevent imitation from other companies by securing design rights
for containers, packaging materials, and beverage servers with high design quality.
In addition, the Company is working to enhance the brand value of the Company and its products, and toprevent damage and dilution by actively and strategically securing and utilizing trademark rights in Japan andoverseas as a means of increasing corporate value and achieving financial targets.
As described above, the Company considers "intellectual property" to be an important management asset
and pursues highly competitive business activities by proactively investing in it.
[Supplementary Principle 4.1.1 Scope and Content of the Matters Delegated to the Management] The Board takes decisions on legal matters and on the execution of the Group's important operations, which
include the Long-Term Management Visions, the Medium-Term Business Plans and yearly business plansacross the Group and at the key Group companies. The Board is also responsible for monitoring the
Directors' execution of their professional duties, and for developing appropriate internal control systems
across the Group, etc.
 In addition to matters stipulated by laws and ordinances and in the Articles of Incorporation, the Board will
stipulate matters to be resolved by the Board in the Rules of the Board. Other decisions on the execution ofbusiness will be left to the President & Executive Officer and to other Executive Officers, and the nature ofsuch decisions will be clearly stipulated in the internal rules, such as Official Rules of Administrative
Authority.
 The Company introduces an Executive Officer based system in order to implement strategies for each of its
businesses and functions in an agile fashion and clarify executive responsibilities. The Board will establish
the scope of the responsibility of Executive Officer based on experience, performance, and specializationin their respective field.
[Principle 4.8 Effective Use of Independent Directors]
 Half or more Independent Directors that satisfy the Company's criteria regarding the independence of NonExecutive Officers will be appointed in order to improve the fairness and transparency of corporate
governance and ensure the Group's sustainable growth and boost corporate value over the medium to long
term.

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[Principle 4.9 Independence Standards and Qualification for Independent Directors]
 The Company’s criteria regarding the independence of Non-Executive Officers are described in 1.
Organizational Composition and Operation [Independent Directors/ Audit & Supervisory Board Members]
Matters relating to Independent Directors/Audit & Supervisory Board Members under II. Business
Management Organization and Other Corporate Governance Systems regarding Decision-making,Execution of Business, and Oversight in Management of this report.
[Supplementary Principle 4.11.1 View on the Appropriate Balance between Knowledge, Experience and Skillsof the Board as a whole, and Policies and Procedures for Nominating Directors]
・The Board of Directors is composed of a balanced and appropriate number of members, taking into
consideration the knowledge, experience, capabilities, and insights required to realize the 2027 Vision,
identifying the skills they should possess, and ensuring diversity in terms of gender and internationalization.
In addition, in order to build a highly transparent governance system and ensure the effectiveness ofobjective management supervision, the majority of the currently appointed Directors are independent Nonexecutive Directors. One or more of the independent Non-executive Directors must have management
experience at other companies.
 The Group, having expanded its business globally with Japan as its core in the fields of food and health,intends to carry out its decision-making and management monitoring in a more appropriate fashion and at
a higher level. To this end, Directors of the Board, Executive Officers, and Audit & Supervisory Board
Members will be appointed upon taking into account the balance of their experience, achievements andspecialization, etc. in relation to the Group's key businesses and business management. A number of persons
having a wealth of management experience, advanced specialized knowledge, and extensive expertise will
be appointed as Non-executive Directors of the Board and Audit & Supervisory Board Members.
 The appointment/dismissal of Directors and Executive Officers will be decided by the Board upondeliberation by the Nomination and Remuneration Advisory Committee, taking performance into account;proposals for the nomination/dismissal of Directors will be discussed at general meetings of shareholders.
[Supplementary Principle 4.11.2 Information about Non-executive Directors of the Board, Audit &Supervisory Board Members, and Other Directors who also serve as Directors, Audit & Supervisory Board
Members, or the Management at Other Companies]
 Information about Non-executive Directors of the Board, Audit & Supervisory Board Members, and Other
Directors who also serve as Directors, Audit & Supervisory Board Members, or the Management at Other
Companies is disclosed in the Company’s Materials for General Meeting of Shareholders
https://www.kirinholdings.com/en/investors/stock/agm/[Supplementary Principle 4.11.3 Analysis and Evaluation of Effectiveness of the Board of Directors as awhole]The Company has evaluated the effectiveness of the Board of Directors for Fiscal Year 2023 based on its
Corporate Governance Policy; below is an outline of the results of the evaluation.
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. In this fiscal year,
the Company conducted a survey that included evaluation criteria based on the research of third-party advisors
and had discussion 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 the effectivenessof the Board. The evaluation results indicated that the Board was functioning properly overall, and that the-8-effectiveness of the Board was ensured.
While recognizing the importance of efforts regarding ESG (Environment, Society and Governance), theCompany aims to maintain and improve the effectiveness of the Board of Directors by strengthening
discussions regarding 1) Discussions on "Strengthening Corporate Governance"; 2) Discussions on "Unifying
Strategy and Risk" for appropriate risk-taking; 3) Discussions on "Digital ICT Strategy" to accelerate value
creation. for the FY 2024 in order to improve medium to long term corporate values and sustainable growth.
[Principle 4.14.2 Training for Directors and Audit & Supervisory Board Members]<Training policy>
 The Company will hold training and provide information to its Directors of the Board and Audit &Supervisory Board Members as necessary for the performance of their roles and responsibilities.
 Upon assuming office, Directors of the Board and Audit & Supervisory Board Members will receive
lectures and training from specialists and related internal departments in relation to the Japanese Companies
Act, corporate governance and corporate finance, etc. Subsequently, training and workshops will continue
to be held as necessary in relation to the amendment of relevant laws and regulations, and business issues.
 Upon assuming office, Non-executive Directors of the Board and Audit & Supervisory Board Members will
receive explanations of the Group's corporate philosophy, “One KIRIN” Values and the Group’s businesses,
and will take part in observation at key sites.
[Principle 5.1 Policy for Constructive Dialogue with Shareholders]<Basic policy concerning dialogue with shareholders and investors>
 Based on the understanding that constructive dialogue with shareholders and investors will lead to a further
improvement in corporate governance and, in turn, to greater corporate value over the medium to long term,
the Company will periodically assess its shareholder composition, proactively respond to requests for
dialogue, and take the initiative in creating opportunities for constructive dialogue.
 Requests for dialogues from shareholders and investors will be dealt with mainly by the IR Section under
the supervision of Chief Financial Officer (CFO). In addition, the Group will proactively schedule a meetingwith the Chief Financial Officer (CFO), the Chief Executive Officer (CEO), the Chief Operating Officer(COO), other senior executives (including Non-Executive Directors), Audit & Supervisory Board members
or executive officers whenever it is reasonably deemed appropriate to do so.
 Depending on the agendas of dialogue, Finance Dept., Corporate Strategy Dept., Legal Dept. and otherrelated departments will provide their cooperation.
・The Company shall plan and implement opportunities for individual meetings with shareholders andinvestors, as well as for explanations of medium- and long-term management strategies and plans based on
the perspective of long-term vision, management plans, and business portfolio, financial results, individual
businesses, and responses to issues related to sustainability, in order to enhance understanding and dialogue
concerning the Group.
・ In the course of dialogue, explanations will be provided with integrity, listening to the opinions ofshareholders and investors, and endeavoring to engage in two-way communication. In addition, disclosure
documents related to IR shall be translated into English as a general rule under a certain rationality. The IR
Department will provide reports on shareholder and investor opinions periodically or on an as-needed basis
to the Chief Executive Officer (CEO), the Chief Operating Officer (COO), Chief Financial Officer (CFO),
other senior executives (including Non-Executive Directors), or executive officers.
Kirin Group Dialogue with Shareholders and Investors
https://www.kirinholdings.com/en/investors/dialogue/[Principle 5.2 Formulation and announcement of management strategies and plans]
The Company's Board of Directors regularly confirms the basic policy regarding the business portfolio anddiscusses it at least once a year at a Board meeting. For fiscal 2023, the Board of Directors confirmed at its
meeting on December 18, 2023, that it will continue to implement the basic policies set forth in the Kirin-9-Group Vision (KV2027), a long-term management concept.
<Kirin Group Vision 2027, the Long-Term Management Vision (KV2027)>
https://www.kirinholdings.com/en/purpose/management_plan/【Measures to achieve cost of capital and share price sensitive management】
To realize KV2027, the Group is pursuing management with an awareness of the cost of capital andcorporate value based on the "Kirin Group Mid-term Business Plan 2019 - 2021" and "Kirin Group Mid-term
Business Plan 2022 - 2024". To enhance corporate value, the Group is working on four issues: (1) improving
profitability by implementing a premium strategy and improving productivity in the Food & Beverages
domain, (2) expanding the next-generation pipeline in the Pharmaceuticals domain, (3) expanding businessand generating sales in Japan and the Asia-Pacific region in the Health Sciences domain, and (4) continuously
reviewing its business portfolio. In terms of cost of capital sensitive management, the Company has adopted
ROIC as a financial measure in addition to the compound annual growth rate of normalized EPS, and theshare price and market capitalization are regularly discussed at Board meetings along with the businessportfolio. In addition, the executive remuneration plan is linked to normalized EPS, ROIC and non-financial
indicators and is designed to enable management from a shareholder perspective.
In the presentation materials for the second quarter of the fiscal year ending December 31, 2023, theCompany reiterated its cost of capital-conscious management and presented the current status and future
direction of ROIC and sales growth potential in the Food & Beverage, Pharmaceutical, and Health Science
domains, respectively. In addition, details on the Company's cost of capital-conscious management are postedon the Company's Investor Relations page. The Company discusses the progress of its financial targets at its
earnings calls and other meetings as appropriate. In addition, the Company discloses its initiatives and policies
from time to time in various IR presentation materials. Please refer to our IR page for details.
Kirin Holdings Company, Limited Financial Results (summary, explanatory materials, securities reports)
https://www.kirinholdings.com/en/investors/library/financial_results/

2. Capital Structure
Foreign Shareholding Ratio

More than 20% less than 30%.

[Status of Major Shareholders]Name / Company Name

Number of Shares Owned

Ratio (%)

(shares)
The Master Trust Bank of Japan, Ltd. (Trust Account)

144,197,600

17.76

Japan Custody Bank, Ltd. (Trust Account)

57,717,723

7.10

Meiji Yasuda Life Insurance Company

31,346,763

3.86

STATE STREET BANK AND TRUST COMPANY

17,856,144

505001SMBC Nikko Securities Inc.
STATE

STREET

BANK

16,127,197
WEST

CLIENT

-

15,928,551

TREATY 505234

2.19
1.98
1.96

SSBTC CLIENT OMNIBUS ACCOUNT

10,156,277

1.25Japan Securities Finance Co.

10,048,290

1.23

JP Morgan Securities Japan Ltd.

9,357,729
1.15- 10 -

THE BANK OF NEW YORK MELLON 140044

8,593,239

Controlling Shareholder―

Parent Company―

Stock exchange where the parent company is listed

―

1.05

Supplementary explanation
Sumitomo Mitsui Trust Asset Management Co., Ltd. submitted a large shareholding report (change report)
dated January 10, 2024, naming Sumitomo Mitsui Trust Asset Management Co. Ltd. and Nikko AssetManagement Co., Ltd. as joint holders, but as the Company is unable to fully grasp the number of sharesactually held by the said corporations as of December 31, 2023, they are not taken into account in the
aforementioned "Status of Major Shareholders".
Mitsubishi UFJ Financial Group, Inc. has submitted a substantial shareholding report (change report) dated
August 7, 2023, naming Mitsubishi UFJ Trust and Banking Corporation, Mitsubishi UFJ International AssetManagement Co. (MUFG Securities (Canada), Ltd. as joint holders,, but as the Company is unable to fully
grasp the number of shares actually held by the said corporations as of December 31, 2023, they are not taken
into account in the aforementioned "Status of Major Shareholders".
BlackRock Japan, Inc. submitted a large shareholding report (change report) dated August 19, 2021,
naming BlackRock Japan, Inc. and nine (9) other companies as joint holders. However, as the Company isunable to fully grasp the number of shares actually held by the said corporations as of December 31, 2023,
they are not taken into account in the aforementioned "Status of Major Shareholders".
3. Corporate Attributes
Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal YearTokyo Stock Exchange (TSE) Prime
December
Foods
More than 1,000
More than 1 trillion yen
From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―

5. Other Special Circumstances which may have Material Impact on Corporate Governance- 11 -

1) Group management concept and significance of listed subsidiaries
The Company has a listed subsidiary, Kyowa Kirin Co., Ltd.
The Company believes that the realization of the "Vision for 2027" in the long-term management vision"Kirin Group Vision 2027 (KV 2027)" will lead to the Kirin Group's sustainable growth and increase incorporate value over the medium to long term.
Kyowa Kirin is responsible for the "pharmaceuticals" domain, one of the core businesses in the businessdomains defined in KV2027 and aims to continuously create life-changing value that brings smiles to people
facing illness as a global specialty pharmaceutical company originating from Japan. The Company plays animportant role in realizing the Group's goal of becoming a global leader in CSV through the pharmaceuticalbusiness.
In the Group's "Health Science" domain, the understanding of diseases, research know-how, and academic
networks in the pharmaceuticals domain are already being utilized through personnel exchanges with Kyowa
Kirin. The Company believes that the significance of owning Kyowa Kirin is considerable in order for the
Kirin Group to achieve sustainable growth, for example, by finding points of contact with the health science
domain and working to create synergies from the perspective of solving issues in the "medical needs of societythat go beyond pharmaceuticals" that Kyowa Kirin is considering in the future.
In managing the Group, the Company shall respect the self-reliance and independence of operatingcompanies while maximizing corporate value in the medium to long term through flexible and agile allocationof management resources, including the exchange of human capital and technology development, with theaim of creating synergy among operating companies. With respect to investments by consolidated
subsidiaries, including listed subsidiaries, the Company shall respect the self-reliance without restricting theuse of funds, and in principle, the Company shall collectively manage funds through a cash management
system, and loan interest rates shall be rationally determined in consideration of market interest rates.
The Company believes that maintaining Kyowa Kirin's listing will contribute to the enhancement of its
corporate value as a listed company by improving employee morale, securing excellent human capital andsecuring the trust of its business partners, as well as maintaining its unique corporate culture and management
autonomy.
In addition, the Board of Directors of the Company regularly reaffirms the rationale for maintaining thecompany as a listed subsidiary from the perspective of enhancing the corporate value of the Group as a whole.
2) Measures to ensure the effectiveness of the governance systems of listed subsidiaries
The Company strives to ensure the appropriate effectiveness of the Corporate Governance Code for Kyowa
Kirin Company, Ltd. by implementing the Code.
With respect to the appointment/dismissal of Kyowa Kirin's executive officers, the Company will fully
respect the judgment of the Nomination and Remuneration Advisory Committee and the Board of Directorsof Kyowa Kirin, which is composed of a majority of Non-Executive Directors and Audit & Supervisory Board
members (External Officers), and will exercise its voting rights after confirming that such decisions are in thebest interests of the Company as a shareholder.
In addition, from the perspective of fulfilling our management responsibilities as the parent company andrealizing the enhancement of Kyowa Kirin's corporate value throughout the Group, the Company will
participate in the decision-making process regarding the President and Representative Director of Kyowa
Kirin by proposing the selection of an appropriate person and discussing the proposed candidate.
As part of group management, the Company has a policy of delegating an executive officer(s) and an Audit& Supervisory Board member(s) from the Company. In the event of a transaction with Kyowa Kirin, thedelegated executive does not participate in the decision as a countermeasure to the risk of conflict of interest.
Kyowa Kirin Company, Limited will conduct independent and agile corporate activities while ensuring
management independence as a listed company and maximizing profits for all shareholders while respecting
the interests of minority shareholders.

- 12 -

II. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Board[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors of the Board
Status of appointment of Non-executive
Directors
Number of Non-executive Directors of the
Board
Number of Independent Directors among Nonexecutive Directors of the Board

12
1 yearNon-executive Director of the Board
12
Appointed
7
7Relationship with the Company (1)NameAttributeab

Relationship with the Company*1
c
d
e
f
g
h
i

j

k

Masakatsu Mori
From another company
Hiroyuki Yanagi
From another company
Noriko Shiono
From another company
Rod Eddington
From another company
George Olcott
From another company
Shinya Katanozaka
From another company
Yoshiko AndoOther
*1: Categories for “Relationship with the Company”
a. Executive of the Company or its subsidiaries
b. Non-executive Director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides remuneration as Directors/Audit & Supervisory Board Members
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the Director himself/herself only)
i. Executive of a company, between which and the Company Non-executive Directors of the Board/Audit &Supervisory Board Members are mutually appointed (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. Others- 13 -

Relationship with the Company (2)Name: Masakatsu Mori
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
・Mr. Masakatsu Mori has considerable experience acquired over many years as management of a consulting firm,
and as president as well as trustee of a university, and a wide range of knowledge, especially exceptional insightin corporate management based on his specialized expertise in finance and accounting. Based on the above, theCompany expects him to provide useful opinions and guidance on the Company's management from an objective
and professional viewpoint as an independent non-executive director. Therefore, the Company determined that hewould be an appropriate person to supervise the execution of the Company's business aiming for sustainableenhancement of corporate value.
・There are no conflicts of interest with any of the criteria for the independence of Independent Directors as stipulatedby the Tokyo Stock Exchange, and the Company does not anticipate any concerns about conflict of interest to arise
from general shareholders.
Name: Hiroyuki Yanagi
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
 Mr. Hiroyuki Yanagi has a wealth of experience and extensive knowledge as a corporate manager over many years,
and in particular, through his experience as President and Representative Director and Chairman of Yamaha MotorCo., Ltd. he has a high level of insight into building brands in global markets through technological development
and innovation. Based on the above, the Company expects him to provide useful opinions and guidance on the
Company's management from an objective and professional viewpoint as an independent non-executive director.
Therefore, the Company determined that he would be an appropriate person to supervise the execution of theCompany's business aiming for sustainable enhancement of corporate value. In addition, as stated on the left, hedoes not fall under any of the categories “a” through “k” above, and the Company has determined that there is norisk of a conflict of interest with general shareholders.

Name: Noriko Shiono
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment: Ms. Noriko Shiono has a wealth of experience and extensive knowledge as a corporate manager over many years,
and in particular, through her experience as President and Representative Director of SSP Co., Ltd. and Widex Co.,
Ltd., a medical device manufacturer, she has deep knowledge of the pharmaceutical and healthcare domains and ahigh level of insight into marketing. Based on the above, the Company expects her to provide useful opinions andguidance on the Company's management from an objective and professional viewpoint as an independent nonexecutive director, particularly in the health sciences domain, in order to achieve growth. Therefore, the Company
determined that she would be an appropriate person to supervise the execution of the Company's business aiming
for sustainable enhancement of corporate value.
 In addition, as stated on the left, she does not fall under any of the categories “a” through “k” above, and theCompany has determined that there is no risk of a conflict of interest with general shareholders.
- 14 -Name: Rod Eddington
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
・Sir Rod Eddington has extensive experience as an executive and board member of global companies over the years,
and has a keen insight into corporate management and corporate governance. He also chairs the Advisory Committeeof the Australia-Japan Business Council and is a member of the International Advisory Board of Mitsubishi
Corporation, giving him a deep understanding of the economies and markets of Japan and other Asian and Pacific
Rim countries, as well as a broad network of contacts. Based on the above, the Company expects him to provide
useful opinions and guidance on the Company's management from an objective and professional viewpoint as anindependent non-executive director, especially on global strategies, from an objective and professional perspective.
Therefore, the Company determined that he would be an appropriate person to supervise the execution of theCompany's business aiming for sustainable enhancement of corporate value.
 In addition, as stated on the left, he does not fall under any of the categories “a” through “k” above, and the Company
has determined that there is no risk of a conflict of interest with general shareholders.
Name: George Olcott
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
 Mr. George Olcott has a wealth of experience in international financial markets, as well as outstanding insight into
corporate management based on his academic knowledge of human capital development and corporate governancein global management. He also has a strong track record in academic research on improving the value of Japanesecompanies based on this experience and insight. Based on the above, the Company expects him to provide useful
opinions and guidance on the Company's management from an objective and professional viewpoint as anindependent non-executive director. Therefore, the Company determined that he would be an appropriate person tosupervise the execution of the Company's business aiming for sustainable enhancement of corporate value.
 In addition, as stated on the left, he does not fall under any of the categories “a” through “k” above, and the Company
has determined that there is no risk of a conflict of interest with general shareholders.
Name: Shinya Katanozaka
Designation as Independent Director: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
Mr. Shinya Katanozaka has a wealth of experience and broad knowledge as a corporate executive over many years,
and in particular, through his experience as President and Representative Director and Chairman of ANA Holdings,
Inc. he has a deep understanding of how to drive internationalization and diversity in management, new businessdevelopment, and branding and marketing. Based on the above, the Company expects him to provide useful opinions
and guidance on the Company's management from an objective and professional viewpoint as an independent nonexecutive director. Therefore, the Company determined that he would be an appropriate person to supervise theexecution of the Company's business aiming for sustainable enhancement of corporate value.
・In addition, as stated on the left, he does not fall under any of the categories “a” through “k” above, and theCompany has determined that there is no risk of a conflict of interest with general shareholders.
- 15 -Name: Yoshiko Ando
Supplementary Explanation of the Relationship:
There are no conflicts with any category from “a” to “k” above.
Reasons of Appointment:
Ms. Yoshiko Ando has long been involved in policy making, etc. in labor administration as an administrative officer,
and has a high level of expertise, a wealth of experience, and a high level of insight in a wide range of employment
and labor fields, including the promotion of women's activities. As an independent Audit & Supervisory Board
member of the Company, she has properly examined the performance of duties by the Company's executives by
providing useful comments from an objective standpoint at the meetings of the Board of Directors and Audit &Supervisory Board members. Based on the above, the Company expects that she will provide useful opinions andguidance to the management of the Company from an objective and professional point of view as an Independent
Non-Executive Director. Therefore, the Company determined that she would be an appropriate person to supervise
the execution of the Company's business aiming for sustainable enhancement of corporate value.
In addition, as stated on the left, she does not fall under any of the categories “a” through “k” above, and theCompany has determined that there is no risk of a conflict of interest with general shareholders.
【Voluntary committees】
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Status of establishment of voluntary committee(s), composition of members, and attributes of the chair(chairperson).
A voluntary committee(s) equivalent to a Nomination Committee
Name of Committee
Nomination and Remuneration Advisory Committee
All Committee Members
5Standing Members

0

Directors of the Board

2

Non-executive Directors of the Board

3

Experts in the Company

0

Other

0

Chairperson

Non-executive Director of the Board

A voluntary committee(s) equivalent to a Remuneration Committee
Name of Committee
Nomination and Remuneration Advisory Committee
All Committee Members
5Standing Members

0

Directors of the Board

2

Non-executive Directors of the Board

3

Experts in the Company

0

Other

0

Chairperson

Non-executive Director of the Board- 16 -

Supplementary Explanation
For details of the Nomination and Remuneration Advisory Committee, please refer to "II. Status ofManagement Organization and Other Corporate Governance Systems Related to Management DecisionMaking, Execution and Supervision ■2. Matters Related to Functions of Business Execution, Audit,
Supervision and Determination of Nomination and Remuneration (Outline of Current Corporate Governance
System) (3) Nomination and Remuneration Advisory Committee."[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board
Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles ofIncorporation
Number of Audit & Supervisory Board
Members

Established5
5

Cooperation among Audit & Supervisory Board Members, Independent Accounting Auditors and Internal
Audit Departments【Cooperation among Audit & Supervisory Board Members, Independent Accounting Auditors and Internal
Audit Departments】
 The Audit & Supervisory Board defines the audit policy and audit plans, and in accordance with these, each
Audit & Supervisory Board Member attends various internal important meetings, including Board meetings.
In addition, audits for departments of the Company and onsite audits for Group companies in Japan andoverseas enable thorough audits of the performance of duties by the Directors of the Board. For each key
Group company, Audit & Supervisory Board Members are assigned either standing or non-executive
position according to the scale of the company. They coordinate closely with the Audit & Supervisory Board
Members of the Company to enhance the effectiveness of auditing.
 The members of Internal Audit Department are concurrently responsible for conducting internal audits at
Group companies, independently from the audits of the Audit & Supervisory Board Members, with regards
to the Group’s significant risks and internal controls. The Internal Audit Department practically andeffectively conducts auditing for the Group overall through cooperation with the internal audit departmentsof each key Group company, and by sharing the audit results of, and mutually supplementing the work of,
the internal audit and the audit by the Audit & Supervisory Board. The Internal Audit Department members
coordinate with the Company’s Audit & Supervisory Board Members in setting and implementing auditing
plans, coordinate with the Standing Audit & Supervisory Board Members of the key Group companies, andconcurrently perform the role of Audit & Supervisory Board Members in Group companies, etc.
 The Internal Audit Department, the Audit & Supervisory Board Members and an Independent Accounting
Auditor also strive for mutual cooperation where they exchange information and opinions and consult eachother as necessary.
 The Internal Audit Department and the Audit & Supervisory Board Members regularly exchange
information and opinions with internal control-related departments, and the Accounting Auditor also
conducts hearings with internal control-related departments as necessary, both thus implementing effective
audits.

Appointment of Audit & Supervisory Board
Members
Number of Audit & Supervisory Board Members
Number of Independent Audit & Supervisory
Board Members

Appointed
3
3- 17 -

Relationship with the Company (1)NameAttributeA

Kaoru Kashima
From other company
Kenichi Fujinawa
LawyerYoko Dochi
From other company*1: Categories for “Relationship with the Company”

bc

Relationship with the Company*1
d e
f g h
i
j
k
△
△

l

m

a. Executive of the Company or its subsidiaryb. Non-executive Director or accounting advisor of the Company or its subsidiaries
c. Non-executive Director or executive of a parent company of the Company
d. Audit & Supervisory Board Members of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides remuneration as Audit & Supervisory Board Members
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Audit & Supervisory Board Members himself/herself only)
k. Executive of a company, between which and the Company Non-executive Directors of the Board/Audit &Supervisory Board Members are mutually appointed (the Audit & Supervisory Board Members
himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Audit &Supervisory Board Members himself/herself only)
m. Others
Relationship with the Company (2)Name: Kaoru Kashima
Designation as Independent Audit & Supervisory Board Member: Yes
Supplementary Explanation of the Relationship:
・The Company has paid business service fees to Ernst & Young ShinNihon LLC, which was where Ms. Kaoru
Kashima worked until June 2019. However, the amount of the fees paid during fiscal year 2023 make up less than
0.1% of EY ShinNihon’s total revenues.
Reasons of Appointment:
・Ms. Kaoru Kashima has long been engaged in corporate auditing services as a certified public accountant, and has
extensive experience and wide-ranging knowledge in organizational culture reform, public relations, and pursuing
women's activities, both as an auditing firm and as a corporate executive. Based on the above, the Company expects
that, as an independent Non-Executive Board Member, she will provide useful opinions and suggestions on the
Company's management from an objective and professional perspective, and has determined that she is anappropriate human capital to audit the execution of duties by the Company's executive directors as it seeks tosustainably increase its corporate value.
・In addition, although she falls under the category of "j" above, the Company has determined that she is sufficiently
independent that there is no risk of a conflict of interest with general shareholders as described on the left.
Name: Kenichi Fujinawa
Designation as Independent Audit & Supervisory Board Member: Yes- 18 -

Supplementary Explanation of the Relationship:
The Company paid business service fees to Nagashima Ohno & Tsunematsu Law Office, which was where Mr.
Kenichi Fujinawa worked until December 2019 as an executor of business. However, the amount of the fees paid
during fiscal year 2023 make up less than 1% of Nagashima Ohno & Tsunematsu Law Office’s total revenues.
Reasons of Appointment:
・Mr. Kenichi Fujinawa has been a partner and managing partner of a major law firm for many years as an attorneyat law, and has a high degree of expertise and extensive experience in all aspects of corporate legal affairs with afocus on M&A, international transactions and corporate governance. Based on the above, the Company expects
that, as an independent Non-Executive Board Member, he will provide useful opinions and suggestions on the
Company's management from an objective and professional perspective and has determined that he is anappropriate human capital to audit the execution of duties by the Company's executive directors as it seeks tosustainably increase its corporate value.
・In addition, although he falls under the category of "j" above, the Company has determined that he is sufficiently
independent that there is no risk of a conflict of interest with general shareholders as described on the left.
Name: Yoko Dochi
Designation as Independent Audit & Supervisory Board Member: Yes
Supplementary Explanation of the Relationship: There are no conflicts with any category from “a” to “m” above.
Reasons of Appointment:
・Mr. Yoko Dochi has a long history of interacting with institutional investors as the head of investor relations for amajor listed company and has extensive experience in both business management and capital markets, as well asa high level of expertise in finance, accounting, ESG, and other areas. Based on the above, the Company expects
that, as an independent Non-Executive Board Member, she will provide useful opinions and suggestions on the
Company's management from an objective and professional perspective and has determined that she is anappropriate human capital to audit the execution of duties by the Company's executive directors as it seeks tosustainably increase its corporate value.
・In addition, as stated on the above, the Company has determined that she does not fall under any of the categories“a” through “m” above and that there is no risk of conflict of interest with general shareholders.

[Independent Directors/ Audit & Supervisory Board Members]
Number of Independent Directors/ Audit &10
Supervisory Board Members
Other matters relating to Independent Directors/ Audit & Supervisory Board Members
The Company has established the criteria listed below in order to objectively determine the independence ofExternal Officers, with reference to the criteria for independence of officers stipulated by the Tokyo Stock
Exchange; given, however, that Non-Executive Officers are appointed based not only on independence, butalso on their respective knowledge, skills, discernment and character, etc. and thus persons who meet therequirements for Non-Executive Officers stipulated in the Companies Act and can provide advice andopinions as Non-Executive Officers concerning the Company's decision-making may be hired as NonExecutive Officers even if they fall into the criteria listed below.
[Criteria regarding the Independence of Non-Executive Officers]
For Non-executive Directors of the Board and Audit & Supervisory Board Members to be considered as
independent, none of the following criteria may apply to the respective Non-executive Director of the Board- 19 -

or Audit & Supervisory Board Member.
(1) A person for whom the Company (including its consolidated subsidiaries; the same shall apply hereinafter)
is a major client(2) A person who is an executive Director, corporate officer, Executive Officer, manager or other employee
of a firm for whom the Company is a major client(3) A person who is a major client of the Company(4) A person who is an executive Director, corporate officer, Executive Officer, manager or other employee
of a firm which is a major client of the Company(5) A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives money or othereconomic benefit in excess of a certain amount from the Company aside from the officer’s remuneration(6) A person who belongs to a firm, union, or other similar entity (including a law office, auditing firm, tax
accountant firm, or consulting firm, etc.) which receives money or other economic benefit in excess of acertain amount from the Company(7) A person who is a major shareholder of the Company(8) A person who is an executive Director and who executes business of a firm which is a major shareholderof the Company(9) A person who receives donations or other assistance in excess of a certain amount from the Company(10) A person who is a director of or otherwise executes duties for a firm, union or other similar entity which
receives donations or other assistance in excess of a certain amount from the Company(11) A person who is an Executive Director, corporate officer, Executive Officer, manager, or other employee
of a firm for which an Executive Director or Standing Audit & Supervisory Board Member of theCompanies Acts as a Non-executive Director of the Board or Audit & Supervisory Board Member(12) A person to whom any of aforementioned criteria (1) - (11) has applied within the past three (3) years(13) Where a person to whom any of aforementioned criteria (1) - (12) applies (however, excluding the person
who does not serve an important role) , the person’s spouse or other relations within the second degree ofkinship(14) A person who is a spouse or other relation within the second degree of kinship to a person who serves
currently and has served within the past three (3) years as a Director, Executive Officer, manager, or otherkey employees of the Company(Notes)
1. Regarding criteria (1) and (2), “A person (or firm) for whom the Company is a major client” refers to aperson (or firm) who received payment from the Company in the most recent business year that accounted
for either 2% or more of consolidated sales (consolidated revenue) for the year for that person (or firm), or
over 100 million yen, whichever is the higher amount. If consolidated accounting is not adopted by the
person (or firm), total revenue or non-consolidated sales for the year should be employed in place ofconsolidated sales (consolidated revenue) for the year.
2. Regarding criteria (3) and (4), “A person (or firm) who is a major client of the Company” refers to a person(or firm) who made payment to the Company in the most recent business year that accounted for 2% ormore of the Company’s consolidated revenue for the year, or who financed 2% or more of the Company’s
consolidated total assets at the end of the most recent business year.
3. Regarding criteria (5), (9) and (10), “a certain amount” is considered as 10 million yen per year.
4. Regarding criteria (6), “a certain amount” is considered as either 2% or more of total revenue for the mostrecent business year for that firm, union or other similar entity, or over 100 million yen, whichever is thehigher amount.
5. Regarding criteria (7) and (8), “a major shareholder” refers to a shareholder who directly or indirectly holds
more than 10% of the voting rights.

- 20 -

[Incentives] Performance-linked Remuneration
 Other – introduction of the Trust-type StockRemuneration System (performance-based)

Incentive Policies for Directors

Supplementary Explanation
In order to raise awareness of the need to achieve short-term performance targets and increase corporate
value over the medium to long term, remuneration for Directors will consist of three components: basic
remuneration (fixed remuneration), bonuses (performance-linked remuneration), and trust-type stock-based
remuneration. Since Non-executive Directors of the Board play the role of supervising and advising themanagement of the Company and the entire Group from an objective standpoint, only basic remuneration
shall be paid to Non-executive Directors.
The performance evaluation indicators for the bonus shall be the Company performance indicators(consolidated Normalized Operating Profit), business performance indicators and individual performance
evaluation, and the amount to be paid shall vary in the range of 0% to 200%, with 100% being when the target
is achieved.
Trust-type share-based remuneration consists of (1) performance share units (single-year PSUs) linked tothe achievement of performance goals for a single fiscal year, (2) restricted share units (RSUs) with no
performance achievement conditions attached, and (3) performance share units linked to the achievement of
medium-term business plan goals for multiple fiscal years (medium-term PSUs). The performance indicatorsfor single-year PSUs and MTBP PSUs shall be ROIC and normalized EPS, which are key management
indicators in the mid-term business plan, and non-financial indicators. Non-financial indicators are determinedbased on a quantitative judgment of the level of achievement of specific indicators defined for each item inthe three categories of "environment," "health," and "employees," followed by an item-by-item evaluation ofeach indicator and the qualitative aspects of the entire item, and an overall evaluation of non-financial
indicators based on the results of those evaluations and consideration of qualitative aspects. The payment rate
for single-year PSUs and mid-term PSUs will fluctuate between 0% and 200%, with 100% at the time oftarget achievement.
Specific decisions on remuneration are made by the Board of Directors based on the report of the Nomination& Remuneration Advisory Committee and within the limit of remuneration previously resolved at the General
Meeting of Shareholders.
Specific details regarding remuneration, etc. for Directors and Audit & Supervisory Board Members aredisclosed in the Annual Securities Report.
Annual Securities Report :https://www.kirinholdings.com/en/investors/library/financial_results/
Recipients of Stock Options―

Supplementary Explanation―[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

Selected Directors

Supplementary Explanation
The Business Report discloses the total amount of remuneration by type, separately for executive and nonexecutive Directors, and for Standing Audit & Supervisory Board Members and Audit & Supervisory Board
Members. In addition to this, the Annual Securities Report discloses individual remuneration for Directors- 21 -

whose total amount of remuneration is 100 million yen or more. The Business Report and Annual Securities
Report are posted on the Company's website.
Business Report (within the materials for the general meeting of shareholders):
https://www.kirinholdings.com/en/investors/stock/agm/
Annual Securities Report: https://www.kirinholdings.com/en/investors/library/financial_results/
The disclosure of the amount of remuneration for Directors for fiscal 2023 is as follows.
【Total amount of remuneration, etc. by category of officer, total amount of remuneration, etc., by type, andnumber of eligible officers】
Total amount of remuneration by type (million yen) and numberof eligible officers
Fixed
Performance-linked remuneration
remuneration
Non-monetary
Monetary remuneration
Total amountremunerationofPerformance
Classification of
remuneration,-basedBoard Members
etc.
Basic
stock-linked
Stock
Bonus
(million yen)remuneration
remuneratio
remunerationn (Phantom
stock)

Director of the Board(Excluding Non-executive
Director of the Board)Standing
Audit&
Supervisory
Board
Members(Excluding
Audit&
Supervisory
Board
Members)
Nonexecutive
Directors ofNonthe Board
Executive
Audit&
Officers
Supervisory
Board
Members

Total

Total

# of
eligible
officers

Total

# of
eligible
officers

Total

# of
eligible
officers

Total

# of
eligible
officers

809

281

6

321

5

―

―

207

6

76

76

3

―

―

―

―

―

―

142

142

8

―

―

―

―

―

―

58

58

3

―

―

―

―

―

―

1,084

556

20

321

5

―

―

207

6

(Note)
1. The number of board members as of the end of the current fiscal year is 12 Directors and 5 Audit &Supervisory Board Members, but the above remuneration includes remuneration for two(2) Directors
and one (1) Audit & Supervisory Board Member who retired as of March 30, 2023.
2. The above total amount of stock remuneration was the posted expenses during the fiscal year with respect
to the executive remuneration BIP trust.
3. Figures are rounded to the nearest million yen.

- 22 -

【Individual remuneration】
Amount of remuneration by type (million yen)Classification of
Name
Board Members

Total amountof
remuneration,etc.
(million yen)Fixed
remuneration

Performance-linked remuneration

Monetary remuneration

Non-monetary remuneration

Basic
remuneration

Bonus

Stock remuneration

Yoshinori
IsozakiPresident &
CEO

338

103

137

98

KeisukeNishimura

Representative
Director of theBoard, Senior
Executive
Vice President

172

62

67

43

Toshiya
Miyoshi

Director of the
Board

111

43

42

25

(Note)(1) Remuneration of 100 million yen or more in total is listed.
(2) The total amount of stock-based remuneration above is the amount posted as expenses during the fiscal
year with respect to the executive remuneration BIP trust remuneration.
(3) Amounts are rounded to the nearest million yen.

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The Nomination and Remuneration Advisory Committee deliberates on the policy for determining
remuneration, etc. for Directors and Executive Officers, and the following matters related to the decisionmaking process for such policy, and the Board of Directors makes decisions on these matters, the details of
which are disclosed in the Annual Securities Report.
Policy for Determining Remuneration, etc. for Directors and Audit & Supervisory Board Members①Basic policy on remuneration, etc. for Directors and Audit & Supervisory Board Members②Remuneration structure and eligibility for payment, etc.
③Setting of remuneration levels and ratio of performance-linked remuneration④Determination of evaluation indicators and targets for performance-linked remuneration⑤Method of Determining Remuneration, etc. for Directors and Audit & Supervisory Board Members⑥Other important matters
Annual Securities Report ：https://www.kirinholdings.com/en/investors/library/financial_results/- 23 -

[Supporting System for Non-executive Directors of the Board and/or Audit & Supervisory Board Members]

The Company does not allocate any standing members specifically for Non-executive Directors of theBoard. The Company’s People & Culture Department Secretary Section provides support to Nonexecutive Directors of the Board as well as internal Directors. No standing members are also allocatedfor Audit & Supervisory Board Members. The Advisor to the Audit & Supervisory Board Member and
the People & Culture Department Secretary Section, along with the Internal Audit & Supervisory Board
Members, provide support.

The Non-executive Directors of the Board receive Board meeting materials in advance, and if necessary,
regardless as to their inclusion on the Board meeting agenda, background information is provided fromthe relevant department and People & Culture Department Secretary Section. For Non-Executive
Directors of foreign nationality, the Company provides support by distributing materials in English andproviding interpreters on meeting days. The Audit & Supervisory Board Members also receive Board
meeting materials in advance, and requisite information and explanations are provided as needed, suchas at monthly Audit & Supervisory Board Members meetings and/or before Board meetings.
【Status of retired from Representative Director and President, etc.】
Name of Advisors (“sodanyaku,” “komon,” etc.) who have retired from President & CEO, etc.
Name
Title/position
Activity
Working
Date of
Description
arrangement/conditions
retirement from(standing/non-executive,
President etc.
paid/unpaid, etc.)
―
―
―
―
―
Total number of Advisors (“sodanyaku,” “komon,” etc.) who haveretired from President & CEO, etc.

Tenure―0

Other information
 The Company has established internal regulations for Executive Advisors; in principle, the work is entrusted
to a person who has served as either President or Chairperson of the Company upon a resolution at a board
meeting, with a maximum tenure of three (3) years. The Executive Advisor is mainly engaged in external
work such as the Company’s social contribution activities (standing members with remuneration) and is notengaged in any managerial work for the Company. There is currently nobody serving as Executive Advisor.
 The Company may grant a title such as Honorary Executive Advisor to a retired Executive Advisor whenthat person continues to engage in external activities (non-executive members without remuneration).
Currently, there are three (3) retired Executive Advisors (Koichiro Aramaki, Kazuyasu Kato, and Senji
Miyake). These four persons do not engage in any managerial tasks for the Company, nor did they during
their service as Executive Advisors.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System)(1) The Board and its Members
・The Company has twelve (12) Directors of the Board, including seven (7) Non-executive Directors of theBoard, and meetings are chaired by an independent Non-Executive Director.
・The Board makes decisions on execution of important business matters and legal issues at the Group, and is
responsible for supervising the execution of duties by the Directors, establishing an appropriate internal control
system for the entire Group in cooperation with the Internal Audit Department and supervising the operation of
the system. Furthermore, it strives to maximize the corporate value of the Group by deciding upon and approving
the Medium-Term Business Plans and Annual Business Plans for the Group overall and for the key Group
companies and by conducting regularly monitoring based upon factors such as changes to the business climate.
・The Board of Directors is composed of a balanced and appropriate number of members, taking into

- 24 -

consideration the knowledge, experience, abilities, and insights required to realize Vision for 2027, while
ensuring diversity in terms of gender and internationalization. In addition, in order to build a highly
transparent governance system and ensure the effectiveness of objective management supervision, themajority of currently appointed Directors are independent Non-executive Director of the Board. One ormore of the independent Non-Executive Directors must have management experience at other companies.
 Regarding the ten (10) Group companies: Kirin Brewery Company, Limited, Kirin Beverage Company,
Limited, Mercian Corporation, Lion Pty Ltd, Coke Northeast, Inc., Kyowa Kirin Co., Ltd., BlackmoresLtd., Kyowa Hakko Bio Co., Ltd., San Miguel Brewery Inc. and FANCL Corporation, the members of theBoard of Directors, Executive Officers or their equivalent of the Company are appointed as Directors of theBoard (including Non-executive Directors of the Board) of each company and supervise the performanceof duties in order to strengthen governance of the Group overall. Concerning Kyowa Kirin Co., Ltd.,because it is a listed subsidiary, while working to secure appropriate effectiveness through theimplementation of the corporate governance code, efforts are being made to ensure the independence ofexecutive management as a listed company, as well as autonomous corporate activities based on
independence and agility. At the same time, the Company is striving to maximize profits for all shareholders
and sustainably expand corporate value.
 The Non-executive Directors of the Board provide valuable feedback and advice on the Company's
corporate decisions from a practical, objective and specialist perspective based on their extensive experience
as corporate managers. The Company does not provide any standing members to serve Non-executive
Directors of the Board. The Secretary Section of the People & Culture Department provides support tocorporate and Non-executive Directors of the Board.
 In addition, the Company has created the Internal Audit department within the Company to establish aninternal control system for the entire Group, and to conduct and preside over internal audits within the
Company and at Group companies.
 Regular Board meetings are held once a month and extraordinary meetings as necessary. In the fiscal year
2023, Board Meetings were held fifteen (15) times, with an attendance rate for Non-executive Directors ofninety-five (95) percent and for Audit & Supervisory Board Members of ninety-eight (98) percent.
(2) Audit & Supervisory Board and its Members
 The Company Audit & Supervisory Board has five (5) members, including three (3) Non-executive
members.
 The Audit & Supervisory Board Members audit the performance of duties by Directors of the Board,
attending various internal important meetings, including the Board meetings, providing advice andconducting onsite audits for Group companies in Japan and overseas in coordination with, and byexchanging information with, internal audit divisions, Independent Accounting Auditors, and Audit &Supervisory Board Members at Group companies, in accordance with the audit policy and plans defined by
the Audit & Supervisory Board.
 Regarding Kyowa Kirin, the Audit & Supervisory Board Members of the Company are appointed as Parttime Audit & Supervisory Board Members to audit the performance of duties by the Directors of the Boardin order to reinforce governance of the Group overall.
・In addition, in order to strengthen the auditing function, the Company has established the Advisor to Audit& Supervisory Board Members as a system to support the duties of an Audit & Supervisory Board
Members.
・The Board of Audit & Supervisory Board Members meets regularly once a month and as necessary. In thefiscal year 2023, Audit & Supervisory Board Meetings were held nineteen (19) times, with an attendance
rate for Audit & Supervisory Board Members of one hundred (100) percent.
(3) Nomination and Remuneration Advisory Committee
・The Company has established Nomination and Remuneration Advisory Committee to deal with the nomination
and remuneration of Directors of the Board, Executive Officers and Audit & Supervisory Board Members.
The Nomination and Remuneration Advisory Committee is composed of Directors, the majority of whom are
independent Non-Executive Directors, and the chairperson of the committee is selected from independent
Non-Executive Directors. As an advisory body to the Board of Directors, the committee deliberates on the- 25 -

following matters from an objective and fair perspective, and reports to the Board of Directors:(1) The policy for the appointment and retirement of directors, executive officers and audit & supervisoryboard members, and the proposed appointment and retirement (including dismissal, same shall applies
hereinafter) of each of the proposed candidates for director, audit & supervisory board member andexecutive officer and preparation of criteria and policies for candidates as well as the appointment andretirement of directors.
(2) Succession planning for the President, and appointment and retirement of representative directors andexecutive directors.
(3) Remuneration plan, level of remuneration, and amount of remuneration for Executive Directors, Audit& Supervisory Board Members, Executive Officers, and Audit & Supervisory Board Members(4) Policies and criteria for the appointment and retirement of the Chairman and President of theCompany's major Group companies in accordance with the nature and size of their businesses, thepreparation of proposals for candidates, plans for appointment and retirement and candidates for
directors, and the remuneration plan and level of remuneration.
(5) Appointment and retirement of the Chief Executive Officer (CEO) and Chief Operating Officer(COO).
(6) Succession planning for the Chief Executive Officer (CEO) and Chief Operating Officer (COO).
・In addition, based on the delegation of the Board of Directors, the Nomination and Remuneration Advisory
Committee shall determine the evaluation indicators and targets for the individual performance evaluationand the evaluation results and the individual payment rate of hiring for the individual performance
evaluation for the bonuses of the Company's directors (excluding Non-Executive Directors) and executive
officers in accordance with the level of achievement of those indicators and targets, etc.
・In FY2023, the Board deliberated on the proposed management structure for the next generation and theestablishment of a sustainable mechanism to maintain the quality of the management team, in addition to
the appointment and retirement of executive officers for FY2024 and the CEO succession plan. With regard
to executive remuneration, the Board discussed the performance evaluation and determination of the
remuneration amount for FY2023, and the policy and design for determining the remuneration for FY2024.
As part of its efforts to improve corporate governance, the Company has adopted a system whereby the
Board of Directors and the Nomination and Remuneration Advisory Committee are closely involved in theappointment and dismissal of senior management. Under this system, the members of the Nomination andRemuneration Advisory Committee (only three of whom are Non-Executive Directors) engage in strategic
dialogues with the President, the CEO and other senior executives and make qualitative assessments of thestatus of the advancement of management strategies and the level of their qualifications and performanceas senior executives based on quantitative assessments, including the earnings situation. In addition, theNomination and Remuneration Advisory Committee annually confirms the training and selection process
for successor candidates and reviews them based on past performance selection criteria and external thirdparty evaluations. The Nomination and Remuneration Advisory Committee reports to the Board on the
results of the evaluation of the President and the appointment/dismissal process to ensure objectivity andtransparency in the appointment and dismissal of senior executives.
 In the fiscal year 2023, the Nomination and Remuneration Advisory Committee met thirteen (13) times,
with an attendance rate of hundred (100) percent for members.
(4) Group Executive Committee
 The Company has established the Group Executive Committee as an advisory body to support the President& Executive Officer in decision making. It strives to improve the quality of the decision making relating to
the Group’s management by holding Group Executive Committee meetings in a timely fashion with the
President & Executive Officer, Senior Executive Vice President, Senior Executive Officers and Audit &Supervisory Board Members, etc. to discuss business strategies and investments that have significant
implications for business.
(5) Other bodies advisory to the President & Executive Officer- 26 -

 A Group CSV Committee with jurisdiction over CSV activities for the entire Company has been set up, as
well as a Group Risk and Compliance Committee with jurisdiction over risk management and compliance,thus promoting the entire Group’s efforts.
 Information Disclosure Committee has been set up as an advisory body for decisions relating to information
disclosure to stakeholders and investors, to improve management transparency through the promotion oftimely, fair and impartial disclosure.
(6) Accounting audit system The certified public accountants who performed the accounting audit of the Company were Mr. Isao
Kamizuka, Mr. Masahiro Sasaki, and Mr. Yoshihiro Fujioka from KPMG AZSA LLC. Also, an additional
twenty-four (24) certified public accountants and sixty (60) others assisted with the audit work.
3. Reasons for Adoption of Current Corporate Governance System The Company adopts a pure holding company structure as a means of controlling its diverse and global
business, which is centered on Food, Pharmaceuticals, and Health Science. As a pure holding company, theCompany will take on the role of devising and implementing the Group's overall strategies, monitoring
individual businesses, and creating synergy through coordination across the Group.
 Individual Group companies will conduct their business autonomously with a sense of speed, while
maintaining close ties to the local customers and other stakeholders. The Company will grant appropriate
authority to match the strategic stages of individual Group companies and will improve governance throughthe Boards of individual Group companies by dispatching Directors of the Board to said main companies.
Directors of the Board or Executive Officers of the Company will serve concurrently as Directors at themain companies in the Company.
 The Company adopts a company with Audit & Supervisory Board system and aims to maintain and improveon a highly transparent governance for its stakeholders. The Board, which includes a number of independentNon-executive Directors of the Board, will work closely with the Audit & Supervisory Board, which also
includes a number of Audit & Supervisory Board Members, and make effective use of the statutory andsome other auditing function to take final decisions on important matters. At the same time, the Board will
endeavor to reinforce the monitoring function on management.
 The Company introduces an Executive Officer based system in order to implement strategies for each of its
businesses and functions in an agile fashion and clarify executive responsibilities. The Board will establish
the scope of the responsibility of Executive Officer based on experience, performance, and specializationin their respective field.

III.
Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
Early Notification of General The convocation notice of the Ordinary General Meeting of Shareholders is
Shareholder Meeting
sent out approximately three (3) weeks in advance of the date of the Ordinary
General Meeting of Shareholders. Prior to the date of dispatch, the materials
for the General Meeting of Shareholders will be available electronically on
the Company's website and on the website of the Tokyo Stock Exchange.
Japanese version:
https://www.kirinholdings.com/jp/investors/stock/agm/
English version:
https://www.kirinholdings.com/en/investors/stock/agm/
Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exercise

The Company holds its Ordinary General Meeting of Shareholders in March.
Shareholders may exercise voting rights via the Internet.

- 27 -

of Voting Rights
Participation in
Voting Platform

Electronic

The Company has been participating in an electronic voting platform for
institutional investors operated by ICJ, Inc.

Providing Convocation Noticein English

The Company prepares the English translation (full text version) of the
convocation notice of the Ordinary General Meeting of Shareholders andpublishes it on the Company’s website the same day that the original Japaneseversion is released.

Other

The Company holds a virtual Ordinary General Meeting of Shareholders withhybrid participation. The voting results will be published on the Company's
website shortly after the end of the meeting.

2. IR Activities
Preparation and Publication ofDisclosure Policy

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

Regular Investor Briefings forOverseas Investors

Posting of IR Materials on

Supplementary Explanations
The Company’s Disclosure Policy includes not only the basic policy, but also
the method of information disclosure, the cautionary statement with respect
to the forward-looking statement, non-disclosure of information on businessperformance over an undisclosed fiscal period, and the quiet period, and ispublished on the Company’s website.
https://www.kirinholdings.com/en/investors/policy/disclosure/
Since the fiscal year 2002, the Company has held seminars for individual
investors several times a year, mainly by participating in seminars hosted by
securities companies, with Chief Financial Officer (CFO) and Officer in
Charge of Investor Relations presenting the information.
The Company holds meetings for analysts from securities companies andinstitutional investors at different times including at the announcement of thefinancial results (second-quarter financial results/year-end financial results)
and that of important management matters such as the Medium-TermBusiness Plan and Long-Term Management Vision, with the Chief Executive
Officer (CEO), Chief Financial Officer (CFO), etc. as presenters. The
Company also holds face-to-face or remote meetings at the announcement of
the financial results (including first- and third-quarter financial results) andon other occasions as necessary. Furthermore, the Company releases ondemand videos for institutional investors including those based overseas who
are unable to attend the meetings in Japan in person. In addition to this, an
Investor Day was held every year starting in fiscal year 2019, which included
medium- to long-term growth strategies, corporate governance, and othertopics that are likely to be of interest to investors, and in addition, a briefing
session on CSV has been held every year since fiscal year 2016 (including
the year it was made an Investor Day program). In 2023, the Company hosted
a Health Science Day and explained its growth strategy for the health science
domain, which is of great interest to investors.
Chief Executive Officer (CEO), Chief Financial Officer (CFO), Deputy
General Manager of IR Section, etc. go on visits to institutional investors
based overseas and the Company participates conferences and local meetings
one to two (2) time(s) a year in major cities in Europe, the United States, andAsia. In addition, the above Investor Day has been conducted withsimultaneous interpretation since fiscal year 2020.
The Company has been enhancing and expanding the content of the IR- 28 -

Website

website page, and regularly uploads a range of materials including financial
results, information that needs to be disclosed in a timely manner, dialogue
with shareholders and investors, various press releases, presentation
documents, securities reports, quarterly financial reports, convocation noticesof the Ordinary General Meeting of Shareholders, and Kirin CSV Reports,
basically both in the Japanese and English languages. The Company discloses
securities reports simultaneously in English and Japanese, starting from thefinancial results at the end of FY2022. Furthermore, the Company has also
created a page for individual investors with content designed to introduce
them to the Group.

Establishment of Department
and/or Manager in Charge of
IR
Other

Investor relations are the responsibility of the IR section of the Financedepartment, and the Chief Financial Officer (CFO) is responsible for investor
relations.
In principle, all information for disclosure to investors is translated into
English and listed on the Company’s website at the same time as, or shortly
after, disclosure of the corresponding original Japanese documents.
Since FY2021, the Company has been providing full translation of securities
reports, with simultaneous disclosure starting in FY2022.
IR site (in English): https://www.kirinholdings.com/en/investors/
The Company has long provided opportunities for dialogue between NonExecutive Directors and shareholders/investors, and in fiscal year 2023 aswell, Non-Executive Directors held meetings with shareholders.

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

ImplementationofEnvironmental Activities, CSR
Activities etc.

Supplementary Explanations
Along with establishing various policies and guidelines, including the Group
corporate philosophy, Group Human Rights Policy, Group Compliance
Guidelines, corporate governance policy, employment regulations, basic
guidelines for alcohol-related issues, Group quality policy, Groupenvironmental policy, basic policy on Group procurement, Kirin Group
Sustainable Supplier Code, and marketing communication policy, theCompany is strengthening its engagement. In addition, the Company also
participates in the United Nations Global Compact and is putting in place
specific initiatives to achieve those principles. In addition, the Company
ensures that the principles are informed companywide through the intranet,
training, and other means.
In its long-term management vision, KV2027, the Group aims to achievesustainable growth by addressing social issues through its business, creating
both social and economic value, and strengthening its management resilienceand competitiveness.
The Company considers its consumers, shareholders, investors, employees,
communities, business partners, and the global environment to be
stakeholders common to the Group and recognizes that collaboration withmultiple stakeholders is essential to achieving its vision for 2027 and shallco-create new value with all stakeholders.
In addition, the Company shall promote CSV management by proactively
responding to social issues as management issues in order to sustainably
survive and develop together with stakeholders. The Company shall establish- 29 -

a company-wide system to promote sustainability issues and create revenue
opportunities through co-creation with stakeholders, while managing risks.
The Company has established the "Kirin Group CSV Purpose" as a guideline
for co-creating value with society and achieving sustainable growth, and the"Kirin Group CSV Commitment" as an action plan for realizing KV2027. In
addition, the Company is pursuing initiatives to realize the "Kirin Group
Environmental Vision 2050," which outlines the Kirin Group's vision for theenvironment in the future.
The Company has received the following external recognition for its
CSV/ESG activities.
It was selected by CDP as one of the highest-rated companies in the areas of"Water" and "Supplier Engagement".
It has been selected for inclusion in the FTSE4 Good Index, FTSE Blossom
Japan Index, FTSE Blossom Japan Sector Relative Index, MSCI Japan ESG
Select Leaders Index, MSCI Japan Equity Women's Activity Index (WIN),
Morningstar Japan ex-REIT Gender Diversity Tilt Index (GenDi J), S&P/JPX
Carbon Efficient Index, and others.
CSV Purpose
https://www.kirinholdings.com/en/purpose/csv_purpose/
CSV Commitment
https://www.kirinholdings.com/en/impact/csv_management/commitment/
Environnemental Reporthttps://www.kirinholdings.com/en/investors/library/env_report/
Integrated Reporthttps://www.kirinholdings.com/en/investors/library/integrated/
Development of Policies on
Information Provision to
Stakeholders

The Company provides information externally through its disclosure policy.
In addition, the Information Disclosure Committee of the Company, anadvisory body for decision-making about disclosure to shareholders andinvestors, has the function of improving management transparency throughthe promotion of timely, fair, and impartial disclosure of information.

Other

―

IV.
Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
1. Basic policy for the internal control system
The Board has made a resolution on the fundamental principles of a system (an internal control system) toensure appropriate performance of duties within the Group.
(1) System to ensure compliance of performance of duties by the Group Directors, etc.* and employees withlaws and the articles of incorporation (“Compliance System”)* Directors, etc. refers to Directors of the Board, Executive Officers, and other business administrators.
Also, hereinafter in this basic policy for the internal control system only.
The Company Directors of the Board shall establish basic policy on the compliance of the Group andpromote the policy by maintaining an organization and provisions to execute the policy and integrating themwith the activities in each the Group company. In addition, the Directors of the Board shall carry out
educational programs on compliance, clarify procedures concerning responses to breaches of compliance, andmake those procedures well-known within each Group company. The Kirin Holdings Internal Audit
Department (including internal audits at each Group company) shall carry out internal auditing to ensure that- 30 -

these systems are properly developed and applied.
In addition, the Directors of the Board shall establish an internal control reporting system to ensure reliabilityof the financial reports and conduct their operation and evaluation effectively and efficiently.
(2) System to ensure the proper preservation and maintenance of information regarding the performance of
duties by the Company Directors of the Board (“System of Information Preservation and Maintenance”)
The Company Directors of the Board shall preserve the following documents (including electromagnetic
records) together with the related materials for at least ten (10) years and make them available for inspection
as necessary.
 Minutes of general meetings of shareholders
 Minutes of the Board meetings
 Minutes of the Group Executive Committee meetings and other significant meetings
 Approval applications (approval authority of General Manager and above) Financial statements, business reports, and their detailed statements(3) Regulations and other systems related to the control of the risk of the Group loss (“Risk Management
System”)
The Company Directors of the Board shall establish basic policy on the risk management of the Group andpromote the policy by maintaining an organization and provisions to execute the policy and integrating themwith activities in each Group company. In addition, the Directors of the Board shall carry out educational
programs on risk management, clarify procedures concerning the disclosure of risks and responses to theoccurrence of crises, and make those procedures well-known within each Group company.
The Kirin Holdings Internal Audit Department (including internal audits within each Group company) shallcarry out internal auditing to ensure that these systems are properly developed and applied in each Group
company.
(4) System to ensure the efficient performance of duties by the Group Directors, etc. (“Efficient Performance
System”)
The Company Directors of the Board shall maintain a management control system comprising the following
items to ensure the efficient performance of duties by Group Directors, etc.
 In addition to Board meetings, the Company Executive Committee shall be organized to deliberatesignificant matters affecting the entire Company, thereby ensuring that decisions are reached carefully
based on considerations of multi-dimensional aspects.
 Along with the appointment of Executive Officers, who are responsible for business administration at theCompany, as necessary the Company shall dispatch Directors of the Board to each Group company tooversee appropriate and efficient performance of duties and decision making.
 Ensure appropriate and efficient performance of duties according to the limits of authority and decisionmaking rules based on the Regulations on Work Authority.
 Establish quantitative and qualitative targets in the annual plan by business category and monitor
performance, including quarterly monitoring at each Group company.
(5) System to ensure appropriate operations including a system for reporting performance of duties by theCompany Directors, etc. (“Group Internal Control System including Reporting Performance of Duties”)
In order to ensure appropriate operations including reporting performance of duties by the Group Directors,
etc., the Company Directors of the Board shall establish rules and standards to be applied to each Group
company, including the following items, and carry out operation in compliance with these rules and standards.
 Items related to the governance and monitoring of each Group company
 Items related to guidance and management concerning the maintenance of the internal control system foreach Group company
 Items related to the communication system* linking the Group companies
 Items related to the Group internal auditing system operated by the Kirin Holdings Group Internal Audit
Department* The system to share information within the Group, the compliance hotline system, and other related items.
- 31 -

(6) Items regarding assignment of employees as support staff for the Company Audit & Supervisory Board
Members when Audit & Supervisory Board Members request support staff (hereinafter in this basic policy
for the internal control system only, “Audit & Supervisory Board Member System”)
The Company’s Directors of the Board shall assign employees as support staff for the Company Audit &Supervisory Board Members.
(7) Items related to the assurance that employees assigned as support staff as mentioned in the preceding
provision remain independent from the Company Directors of the Board and to ensure the effectivenessof directions by the Company Audit & Supervisory Board Members to these employees
In order to ensure independence from the Company Directors of the Board of the employees assigned as
support staff as mentioned in the preceding provision, the consent of the Company Audit & Supervisory Board
Members shall be required for any decision related to personnel affairs, including the appointment, transfer,and assessment of such employees. Such employees shall not simultaneously assume any other appointment
related to the operation of business and shall only follow instructions of the Company Audit & Supervisory
Board Members.
(8) System to ensure reporting to the Company Audit & Supervisory Board Members by the Group Directors,
Audit & Supervisory Board Members and employees
The Company Directors of the Board shall report to the Company Audit & Supervisory Board Members on
matters specified by the Audit & Supervisory Board Members in advance in accordance with the provisionsof Audit & Supervisory Board Members’ audit standard of the Company. Principal items are as follows.
 Any matter that may cause material damage to any Group company, when the Audit & Supervisory Board
Members find such a matter Legal matters that require the consent of Kirin Holdings Audit & Supervisory Board Members
 The status of maintenance and application of the Group ’s internal control system
Notwithstanding the items listed above, the Company Audit & Supervisory Board Member may request the
Directors of the Board, Audit & Supervisory Board Members, and employees of each Group company toreport on other matters any time as necessary.
The Directors of the Board, Audit & Supervisory Board Members, and employees of each Group company(including those who receive reports from these Directors of the Board, Audit & Supervisory Board Members,
and employees) may directly report matters that they judge to be appropriate to the Company Audit &Supervisory Board Members in order to ensure appropriate performance of duties at each Group company.
The Company Audit & Supervisory Board Members shall receive an update each quarter on the operation of
the internal reporting system. Also, where they personally feel it is necessary, they can immediately report on
the operation of the said system.
(9) Members as outlined in the preceding provision are not subjected to unfair treatment.
The Company Directors of the Board have prepared common regulations for the Group worldwide to ensurethat someone who makes a report to the Directors of the Board as outlined in the preceding provision is not
subjected to unfair treatment for this reason and shall make those procedures well-known within each Group
company.
(10) Policy for pre-payment or reimbursement of expenses incurred in the performance of the Company Audit& Supervisory Board Members’ duties
After discussions with the Company Audit & Supervisory Board Members, the Company Directors of theBoard have deemed that expenses incurred in the performance of the Company Audit & Supervisory Board
Members’ duties shall either be pre-paid or reimbursed.
(11) Other systems to ensure effective auditing by the Company Audit & Supervisory Board Members
The Company Audit & Supervisory Board Members shall hold a regular meeting with the Company
Directors of the Board and Non-executive Directors of the Board for the exchange of opinions.
In addition, the Company Directors of the Board shall establish systems to ensure effective auditing by theCompany Audit & Supervisory Board Members. This will include ensuring that the Company Audit &- 32 -

Supervisory Board Members have the opportunity to attend the meetings of each Group company, at therequest from the Company Audit & Supervisory Board Members.
2. Establishment of the internal control system
The Company has steadily developed the internal control system and has been working on continuous
improvement.

2. Basic Views on Eliminating Anti-Social Forces
1. Basic view on the subject of eliminating anti-social forces
For the Group, compliance goes beyond the level of simply observing laws and ordinances and is defined asfollows: “Each Kirin Group company and their employees shall observe laws and ordinances and all internaland external rules and regulations, uphold social norms, fulfill legal obligations and social ethicalresponsibilities, and thereby prevent unexpected losses and loss of credibility and maintain and increase
stakeholders’ trust in Kirin Group.” Under the scope of compliance, the Group undertakes specific initiatives
to eliminate any connections with anti-social forces in its everyday corporate activities.
2. Initiatives to eliminate anti-social forces(1) Code of conduct
The Group has set forth the Group Compliance Policy, which is a code of conduct that must be observed by
Kirin Group companies and employees, and in this policy, the Company is working to sever ties with antisocial forces.
(2) Internal systems and programs
The Group has designated a department responsible for handling unjustifiable requests from anti-social forceson an ongoing basis and has appointed a person responsible for preventing such unjustifiable requests.
Meanwhile, the Company obtains relevant information in cooperation with expert external organizations suchas the police, the National Center for the Elimination of Criminal Organizations, and lawyers. All employeesof Group companies also receive annual training on the Compliance Guidelines mentioned above.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation
The Company does not adopt any anti-takeover measures; in cases where the Company's shares arepurchased in a takeover bid, the Board will ask the bidder for an explanation of measures for boosting theGroup's corporate value, and will promptly disclose its view on the bid.

2. Other Matters Concerning to Corporate Governance System
Overview of Timely Disclosure System (Information Disclosure System)
The Company has the following internal system with regard to the timely disclosure of corporate information.
1. Basic policy and approach to the timely disclosure of corporate information and its internal dissemination- 33 -

and enlightenment(1) As “integrity” is included within the “One Kirin” Values defined by the Company as shared values acrossall Group employees worldwide, the Group aims to become a group of trusted companies. The six common
stakeholders within the Group are Consumers, Communities, Business Partners, Employees,
Shareholders/Investors, and the Environment.
(2) The Company positions its proactive efforts towards disclosure as part of corporate governance. As an
overall guideline for the undertaking of information disclosure to stakeholders such as
Shareholders/Investors and Consumers, the Company has established the Disclosure Policy, which isavailable on the Company website.
＜Disclosure Policy＞
https://www.kirinholdings.com/en/investors/policy/disclosure/(3) The Company has established the "Group Compliance Policy" as the minimum code of conduct that must
be observed by the Group companies and employees and is committed to maintaining and improving trustin the Group and its corporate value by meeting the expectations of stakeholders. The "Group Compliance
Guidelines" stipulate that "the Company shall disclose management information, including its financial
position and the status of its business activities, to shareholders and investors in a timely and appropriatemanner, clearly communicate the Company's management philosophy and policies, and sincerely accept
opinions and criticism regarding these matters."(4) The section stipulating the “Prohibition of Insider Trading” found under “Relations with Shareholders andInvestors” in the Guidelines calls for the officers and employees of the Company and consolidated
subsidiaries to observe the “Group Insider Trading Prevention Regulations.” Based on the above-mentioned standards and codes of conduct, each responsible department (Corporate
Strategy Department for the “Kirin Group Compliance Guidelines” and Legal Department for the “Insider
Trading Prevention Regulations”) conducts information sessions within the Group in order to fully informand educate Group employees. Meanwhile, the Company also takes efforts to achieve the timely disclosureof corporate information under the following internal systems.
2. Gathering of information(1) Information about matters that have been decided
・Information about matters that have taken place is reported to the Board of Directors by each internal
department (or by the leading department for information related to subsidiaries), discussed and decided by
the Board of Directors, and then consolidated by the General Manager of Finance Department. Information
regarding decisions made by subsidiaries may be communicated by the lead department to the General
Manager of Finance Department and reported to the Board of Directors after the fact.
(2) Information about matters that have taken place Information about matters that have taken place is communicated by various departments within the
Company (or responsible departments if such information is regarding subsidiaries) to Finance Department
and its IR Section without delay, and further gathered to the General Manager of Finance Department. In
some cases, the information is provided to Finance Department and its IR Section via the Group Risk andCompliance Committee, upon deliberation and decision-making at Board meetings. Meanwhile, a contact
person for each department is appointed in either Finance Department or its IR Section to enhance suchinformation gathering.
(3) Information about financial results/forecasts
 Information concerning financial results/forecasts is deliberated and finalized at Board meetings, and thensubmitted to and managed by the General Manager of Finance Department. The scope of disclosure of
information concerning financial results/forecasts is explored by the Group Information Disclosure
Committee.
(4) Important information (in accordance with Article 27-36 of the Financial Instruments and Exchange Act
of Japan; henceforth “material information”)- 34 -

 Information that may fall under the category of material information is reviewed and decided by the Group
Information Disclosure Committee, and when it is disclosed, it is gathered to the General Manager ofFinance Department and reported to the Board. ; and if material information is needs to be disclosed
promptly, it is disclosed after the decision of the chairperson of the Group Information Disclosure
Committee (CFO) and subsequently reported to the Board.
3. Decisions about information disclosure and disclosure procedures
The Company has defined its “Corporate Disclosure Policy” as the overall guidelines for disclosing
information. Meanwhile, it has established the Group Information Disclosure Committee as an advisoryboard for business execution, which discusses, judges, and makes decisions on the materiality and necessityof disclosing the information in a timely manner (see "About the Disclosure Committee" at the end of thisdocument for details).
(1) IR Section is responsible for making the basic decision as to whether information gathered by the General
Manager of Finance Department from different departments falls into the category of requiring timely
disclosure or material information.
(2) In case it needs to be determined whether certain information falls into the category of timely disclosure
items or material information, or in case the necessity of disclosure of particular information, among
voluntary disclosure items or material information, needs to be determined, the Group Information
Disclosure Committee commissioned by the President & Executive Officer makes a final decision; and thenthe chairperson of the Committee reports its final decision to the President & Executive Officer if necessary.
However, the case described in (3) below is excluded from the above-mentioned process.
As for timely disclosure items, the information is disclosed to the TSE and on the Company’s website. As
for material information, the Group Information Disclosure Committee deliberates and decides on themethod of disclosure.
(3) Concerning information which is judged as especially important by the Group Information Disclosure
Committee, the chairperson of the Committee reports to the President & Executive Officer with the outcomeof the deliberation at the Group Information Disclosure Committee.
 Once disclosure deemed necessary through the above-mentioned processes (1) to (3), the Group Corporate
Communications IR Section promptly takes necessary procedures to disclose the information.
4. Monitoring of disclosure Audit & Supervisory Board Members and the General Manager of the Internal Audit attend Group
Information Disclosure Committee meetings as observers and monitor the disclosure of important
information deliberated at the Group Information Disclosure Committee from an independent and objective
standpoint.
5. Other(1) Features of the Company regarding information disclosure The Group consists of 171 consolidated subsidiaries and 30 affiliates accounted for by the equity method(as of December 31, 2023), and the scope of information-gathering is extensive.
(2) Handling of disclosure risk
 To avoid arbitrary judgements by Finance Department or its IR Section, information-sharing mechanisms
and checks and balances have been put in place among Finance Department, its IR section and other relevant
departments including Legal Department. Information for which the necessity of disclosure is unclear isreported to the Group Information Disclosure Committee for its deliberation.
(3) Educating about the disclosure of information
 As described above 1, each responsible department (e.g. Corporate Strategy Department for “Kirin Group
Compliance Guidelines” and Legal Department for “Group Insider Trading Prevention Regulations”)
conducts internal education sessions to inform and educate about the disclosure of information.

- 35 -

<Group Information Disclosure Committee>
1. Purpose and positioning
This committee has been established as part of the Company’s internal control system and as an advisory
body for business execution and makes the final decision on the disclosure of information (excluding theinformation deemed especially important by the committee). The committee deliberates, judges and makes adecision on the materiality of the information and the necessity of its disclosure in a timely manner. In
addition, it is responsible for developing and establishing the Disclosure Policy, a basic policy on theappropriate disclosure of information.
2. Specific roles(1) Establish the Disclosure Policy, inform and educate about the Policy(2) Share information (matters that have been decided, matters that have taken place, and financial results)
for timely disclosure based on the requirements of the Tokyo Stock Exchange, and decide on the scope of
disclosure, etc.
(3) Decide upon the disclosure of matters for which disclosure is voluntary (e.g. risks and other matters to beunder consideration for inclusion in the securities report/quarterly report)(4) Make decisions on information for disclosure through the processes described in (2) and (3) above andreport to the President & Executive Officer (matters the committee deems especially important must be
returned to the President & Executive Officer)(5) Take other necessary actions for the Group companies regarding the disclosure of information (including
giving instructions for implementing improvements to relevant departments within the Company and to theGroup companies)**(2) and (3) above includes what is written in financial statements (including supplemental information),securities reports/quarterly reports, and integrated reports.
3. Structure(1) Chairperson: Chief Financial Officer (CFO)(2) Members: General Manager of Corporate Strategy Department, General Manager of Finance Department,
General Manager of Legal Department, and General Manager of CC(Observers: Audit & Supervisory Board Members and General Manager of Internal Audit
Department)(3) Working-level members: One to two person(s) from each department mentioned above (2)(4) Secretariat: IR Section, Finance Department
4. Meetings
Regular meetings are held in advance of the announcement of financial results (four times/year) and that of
publications.
Extraordinary meetings are to be convened if necessary.
5. Other
The Committee must be aligned with the Company’s internal control system; Specific roles mentioned in 2
above and other items are to be reviewed if necessary.

- 36 -

<Corporate Governance Structure>

END- 37 -