English Translation of Original JapaneseThis is a translation of the original notice in Japanese. In the event of any discrepancy, the original
notice in Japanese shall prevail.

ASAHI GROUP HOLDINGS, LTD.
(Securities Code: 2502)
Dear Shareholders:
You are cordially invited to attend the 91st Annual General Meeting of
Shareholders of Asahi Group Holdings, Ltd. (the “Company”), which
will be held as described in the Particulars below.
Sincerely,
March 4, 2015
Naoki Izumiya,President and Representative Director, CEO
ASAHI GROUP HOLDINGS, LTD.
23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

CONVOCATION NOTICE OF
THE 91st ANNUAL GENERAL MEETING OF SHAREHOLDERS
PARTICULARS
1. DATE AND TIME
March 26 (Thursday), 2015, at 1:00 p.m. (JST) (Reception start time: 11:30 a.m.)
2. PLACE
Banquet Room “Tsuru”, Banquet Floor of “The Main” of Hotel New Otani, 4-1, Kioi-cho,
Chiyoda-ku, Tokyo(Please note that if Banquet Room “Tsuru” becomes full, you will be guided to another venue.)
3. PURPOSES
Items to Be Reported:
Business Report, Consolidated Financial Statements, Non-Consolidated Financial
Statements and reports of the audit results of the consolidated financial statements by
the Independent Accounting Auditor and the Board of Corporate Auditors for the 91st
term, from January 1, 2014 to December 31, 2014.
Items to Be Resolved:
Item 1: Appropriation of surplus
Item 2: Election of nine (9) Directors
Item 3: Election of two (2) Corporate Auditors

If you are unable to attend the meeting in person, you may exercise your voting rights via either postal mail or Internet.
Please review the attached “REFERENCE MATERIALS FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS”,
and exercise your voting rights no later than 5:30 p.m., March 25 (Wednesday), 2015 (JST) by following the “Guide to
Exercising Voting Rights” on page 3.
Corrections to Reference Materials for Annual General Meeting of Shareholders, Business Report, Consolidated Financial
Statements, and Non-Consolidated Financial Statements, if any, will be posted on the Company’s website (*).
* http://www.asahigroup-holdings.com/

1

Corporate Philosophy of the Asahi GroupThe Asahi Group aims to satisfy
its customers with the highest levels of quality and integrity,
while contributing to the promotion ofhealthy living and the enrichment of society worldwide.

2

Please exercise your voting right,
which is the right to participate in the Company’s management.

Guide to Exercising Voting Rights* The online voting site and Help Desk information are available only in Japanese.
A voting right at the General Meeting of Shareholders is an important right that entitles
shareholders to participate in the Company’s management.
Please refer to the following and exercise your voting rights by either method.
Attending the General Meeting of Shareholders in person
Date and time of the General Meeting of Shareholders:March 26 (Thursday), 2015, at 1:00 p.m. (JST) (Reception start time: 11:30 a.m.)Please submit the voting form at the reception desk at the venue.
Please also bring this notice with you, to help us preserve resources.
You are advised to arrive at the venue early, as the reception desk is expected to become
extremely crowded immediately before the commencement of the meeting.
Please note that anyone other than a shareholder who is entitled to exercise voting rights(e.g., non-shareholding proxy, person accompanying the shareholder) will not be allowed
inside the venue.

Not attending the General Meeting of Shareholders in person
Deadline for exercising voting rights:
March 25 (Wednesday), 2015, no later than 5:30 p.m. (JST)Voting via Postal Mail
Please indicate your consent/dissent concerning the items shown on the voting form, and sendback the form so that it will arrive no later than the deadline for exercising voting rights.
* If you submit a voting form without indicating your consent/dissent with respect to each item,
you will be deemed to have voted in favor of the Company’s proposal(s).
Voting via Internet
Online voting website: http://www.web54.net
Please input your consent/dissent concerning each item no later than the deadline for exercising
voting rights. For details, please refer to pages 17 and 18.

3

REFERENCE MATERIALSFOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
Agenda Items and Reference Information
Item 1: Appropriation of surplus
The Company proposes the appropriation of surplus in the following manner:
1. Year-end dividends
As a holding company of the Group (the Company, its subsidiaries and its affiliates arecollectively referred as the “Group” or the “Asahi Group”), under the “Medium-Term
Management Plan 2015”, which incorporates the three-year action targets from fiscal 2013, theCompany is giving top priority to utilizing free cash flows generated by the Group to fundinvestments in growth, including expansion in our business networks worldwide. In terms ofshareholder returns, given the Company’s improved surplus investment funding position due to astronger cash flow generation capacity and an improved debt-equity ratio, the Company aims tosteadily increase dividends, targeting a dividend payout ratio of around 30% by fiscal 2015.
Efforts will also be made to enhance total shareholder returns by targeting a total return ratio,
including share buybacks, of 50% or higher.
Based on the aforementioned policy and taking into consideration a variety of factors, including
the Company’s consolidated financial condition and achievement for the fiscal year under review,
the Company proposes a year-end dividend of ¥23 per share, as follows:(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥23 per share of common stock
Total amount of payout: ¥10,639,841,400
Since the Company previously paid out ¥22 per share as an interim-period dividend, the annual
dividend for the fiscal year under review will amount to ¥45 per share, which is an increase of¥2 per share from the previous fiscal year.
(3) Effective date of dividend payment
March 27, 2015

4

Item 2: Election of nine (9) Directors
At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all the
Directors will expire. The Company therefore asks the shareholders to elect nine (9) Directors.
The candidates for the position of Director are as follows. Among these, the candidates for
position for Outside Director meet the requirements for independent directors/auditors as
defined by the Tokyo Stock Exchange.
CandidatenumberName (Age)Naoki Izumiya (66)1Reappointment
Katsuyuki Kawatsura (64)2Reappointment

Position

Responsibilities

President andRepresentative Director

Executive Vice
President andRepresentative Director
Managing Director

Reappointment

Managing Corporate
Officer

Katsutoshi Takahashi (60)
Director

4
Reappointment

11/11

CEO

Shiro Ikeda (58)3Overall Group Management

Number of
Board ofDirectors
meetings
attended

Corporate Officer

Public Relations Section, Human Resources
Section,

11/11

Group Food BusinessCorporate Social Responsibility Section,
Lifestyle & Culture Section, International
Business Section,
Group International Operations
Procurement Section, Production Section,
Logistics Section, Research & Development
Section, Agribusiness Development Section,
Intellectual Property Section, Quality Assurance
Section,

11/11

11/11

Group Soft Drinks BusinessYoshihide Okuda (59)5Reappointment

Corporate Officer

Audit Section, General & Legal Affairs
Management Section, Secretary Section, Finance
Section, Information Technology Section

11/11

Director

Group Alcoholic Beverages Business

11/11

Director

Akiyoshi Koji (63)6Reappointment
Mariko Bando (68)7Reappointment

Outside Director

—

10/11

Outside Director

—

10/11

Outside Director

—

11/11

Candidate for Outside Director
Naoki Tanaka (69)8Reappointment
Candidate for Outside Director
Ichiro Ito (72)9Reappointment
Candidate for Outside Director
Note:

The age, position and responsibility are as of this Annual General Meeting of Shareholders.

5Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Apr. 1972

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attendedEntered the Company

Mar. 2000 Corporate Officer, Senior
General Manager of GroupManagement Strategy
Headquarters
Oct. 2000

Corporate Officer, Senior
General Manager of Strategy
Planning Headquarters

Sep. 2001

Corporate Officer, Deputy
General Manager of Tokyo
Metropolitan Headquarters,
General Manager of Tokyo
BranchMar. 2003 Director
1Mar. 2004 Managing Director

Naoki
Izumiya(August 9,
1948)
66 years oldMar. 2006 Managing Director, Managing
Corporate Officer, Senior
General Manager of Sales &Marketing Headquarters for
Alcoholic Bevarages
Mar. 2009 Senior Managing Director,
Senior Managing Corporate
OfficerMar. 2010 President and Representative
Director
Mar. 2014 President and Representative
Director, CEO(to the present)

Position: President and Representative Director
CEO
Responsibilities: Overall Group Management

650,800

Reappointment

11/11

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Apr. 1975

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attendedEntered the Company

Mar. 2005 Corporate Officer, Senior
General Manager of Product &Technology Development
Headquarters
Oct. 2007

Corporate Officer, Senior
General Manager of Research &Development Headquarters for
Alcoholic Beverages

Jul. 2008

Corporate Officer, Senior
General Manager of Research &Development Headquarters

Mar. 2009 Managing Corporate Officer,
Senior General Manager ofResearch & Development
Headquarters
Katsuyuki
Kawatsura2(October 1,
1950)
64 years oldMar. 2010 Managing Director, Managing
Corporate Officer, Senior
General Manager of Research &Development Headquarters

24,600Mar. 2011 Managing Director, Managing
Corporate Officer, Senior
General Manager of Research &Development Headquarters,
Senior General Manager of
Production Headquarters
Jul. 2011

Managing Director, Managing
Corporate Officer

Mar. 2013 Senior Managing Director,
Senior Managing Corporate
OfficerMar. 2014 Executive Vice President andRepresentative Director(to the present)
Position: Executive Vice President and Representative Director
Responsibilities: Public Relations Section, Human Resources Section
Group Food Business
Significant concurrent positions: Director of Asahi Food & Healthcare Co., Ltd.
Director of Wakodo Co., Ltd.
Director of Amano Jitsugyo Co., Ltd.
Director of Asahi Professional Management Co., Ltd.

7

Reappointment

11/11

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Apr. 1980

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attendedEntered the Company

Mar. 2009 Corporate Officer, Senior
General Manager of Marketing
Headquarters, General Manager
of Product Development
Department I

3

Shiro
Ikeda
(November
25, 1956)
58 years old

Sep. 2010

Corporate Officer, Senior
General Manager of Marketing
Headquarters

Jul. 2011

Director, Corporate Officer,
Senior General Manager ofMarketing Headquarters of Asahi
Breweries, Ltd.

5,300

Reappointment

11/11

Mar. 2012 Director, Corporate Officer of theCompany
Mar. 2014 Managing Director,
Managing Corporate Officer(to the present)

Position: Managing Director, Managing Corporate Officer
Responsibilities: Corporate Social Responsibility Section, Lifestyle & Culture Section, International Business Section
Group International Operations
Significant concurrent positions: Director of Asahi Holdings (Australia) Pty Ltd

8

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attended

Apr. 1977 Entered Yoshida Kogyo K.K.
(current YKK Corporation)
May 1991 Entered the Company
Mar. 2008 Corporate Officer, Senior Deputy
General Manager of Production
Headquarters, General Manager
of Production Technology
Department
Jul. 2011

4

Corporate Officer, Senior Deputy
General Manager of Research &Development-Production
Headquarters, General Manager
of Production Strategy
Department of Asahi Breweries,
Ltd.

Mar. 2012 Corporate Officer, General
Manager of the Production
Section of the Company
Katsutoshi
Takahashi(September
24, 1954)
60 years old

Corporate Officer, Senior Deputy
General Manager of Research &Development-Production
Headquarters, General Manager
of Production Strategy
Department of Asahi Breweries,
Ltd.

6,000

Reappointment

11/11

Sep. 2012 Corporate Officer, General
Manager of the Production
Section of the Company
Corporate Officer, Senior Deputy
General Manager of Research &Development- Production
Headquarters of Asahi Breweries,
Ltd.
Mar. 2013 Director, Corporate Officer of theCompany(to the present)
Position: Director, Corporate Officer
Responsibilities: Procurement Section, Production Section, Logistics Section, Research & Development Section,
Agribusiness Development Section, Intellectual Property Section, Quality Assurance SectionGroup
Soft Drinks Business
Significant concurrent positions: Director of Asahi Soft Drinks Co., Ltd.
Director of LB Co., Ltd.

9

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attended

Apr. 1978 Entered Konishiroku Photo
Industry Co., Ltd. (current Konica
Minolta, Inc.)
Sep. 1988 Entered the Company
Mar. 2010 Corporate Officer, General
Manager of Finance Department
Mar. 2011 Corporate Officer, General
Manager of Finance Departmentof the Company
Senior Managing Director of
Asahi Management Services Co.,
Ltd. (current Asahi Professional
Management Co., Ltd)
Jul. 20115

Yoshihide
Okuda

5,400

Reappointment

11/11

Senior Managing Director of
Asahi Management Services Co.,
Ltd.

(January 3,
1956)
59 years old

Corporate Officer, General
Manager of Finance Section of theCompany

Sep. 2012

Corporate Officer in charge ofpromoting efficiency(administrative sections overall)of the Company
Senior Managing Director of
Asahi Professional Management
Co., Ltd.

Mar. 2013 Director, Corporate Officer of theCompany(to the present)
Position: Director, Corporate Officer
Responsibilities: Audit Section, General & Legal Affairs Management Section, Secretary Section, Finance Section,
Information Technology Section
Significant concurrent positions: President and Representative Director of Asahi Professional Management Co., Ltd.

10

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Apr. 1975

Entered the Company

Sep. 2001

Corporate Officer

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attendedMar. 2003 Managing Director, Senior
General Manager of Planning
Division of Asahi Soft Drinks
Co., Ltd.

6

Akiyoshi
Koji(November 8,
1951)
63 years oldMar. 2006 Senior Managing Director,
Senior General Manager ofPlanning Division of Asahi Soft
Drinks Co., Ltd.

14,800

Reappointment

Mar. 2007 Managing Director, Managing
Corporate Officer of theCompany
Jul. 2011

Director(to the present)

Position: Director
Responsibilities: Group Alcoholic Beverages Business
Significant concurrent positions: President and Representative Director of Asahi Breweries, Ltd.

11

11/11

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Jul. 1969

Joined staff of Prime Minister’s
OfficeOct. 1985

Councilor of Cabinet Secretariat

Jul. 1989

Director of Consumer Statistics
Division, Statistics Bureau,
Management and Coordination
AgencyNotes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attended

Apr. 1995 Vice-Governor of Saitama
Prefecture

MarikoBando
7(August 17,
1946)
68 years old

Jun. 1998

Consul General of Brisbane,
Australia

Jan. 2001

Director General of Gender
Equity Bureau, Cabinet Office

Oct. 2003

Director of Educational
Corporation Showa Women’s
University―

Candidate for
OutsideDirector

10/11

Reappointment

Apr. 2007 President of Showa Women’s
University(to the present)
Mar. 2008 Director of the Company(to the present)
Apr. 2014 Chancellor of Educational
Corporation Showa Women’s
University(to the present)

Position: Outside Director
Significant concurrent positions: Chancellor of Educational Corporation Showa Women’s University
President of Showa Women’s University
Director of The Institute of Women’s Culture, Showa Women’s University
Chairman of the Board of Rural Women Empowerment and Life Improvement
Association
Number of years of service as Director: 7 years (at the conclusion of this Annual General Meeting of Shareholders)

Reasons for recommending Mariko Bando as a candidate for Outside Director
Mariko Bando has a wide range of knowledge as an educator in addition to her diverse experience inpublic administration. To provide the Company with the benefit of this experience and knowledge,
the Company thus recommends her election to the Board of Directors as an Outside Director.
Although Mariko Bando has not been involved in company management other than as an Outside
Director or an Outside Corporate Auditor, the Board of Directors has concluded that she will be able
to perform her duties properly as an Outside Director of the Company based on the reasons noted
above.

12

Candidate
number

Career summary

Jan. 1971

Notes toin the Company
owned by the Appointment
candidate8(September 1,
1945)

Board ofDirectors
meetings
attended

Senior Fellow of Kokumin Keizai
Research InstituteApr. 1997 President of the 21st Century Public
Policy Institute
Naoki
TanakaNumber of

Number of shares

Name(Date of birth)
AgeApr. 2007 President of Center forInternational Public Policy Studies―(to the present)

Candidate for
OutsideDirector

10/11

Reappointment

Mar. 2009 Director of the Company(to the present)

69 years old
Position: Outside Director
Significant concurrent positions: President of Center for International Public Policy Studies
Number of years of service as Director: 6 years (at the conclusion of this Annual General Meeting of Shareholders)

Reasons for recommending Naoki Tanaka as a candidate for Outside Director
Naoki Tanaka has a great deal of experience as a member of government councils and broad
knowledge as a specialist deeply versed in economic policy. The Company thus recommends hiselection to the Board of Directors as an Outside Director to provide the benefit of this experience andknowledge to the management of the Company.

13

Candidate
numberNumber of

Number of shares

Name(Date of birth)
Age

Career summary

Notes toin the Company
owned by the Appointment
candidate

Board ofDirectors
meetings
attended

Apr. 1966 Entered Asahi Chemical Industry
Co., Ltd. (current Asahi Kasei
Corporation)
Jun. 2001 Director of such company
Feb. 2003 Managing Director of suchcompany
Jun. 2003 Director, Primary Executive
Officer of such company

9

IchiroIto(July 6, 1942)
72 years old

Apr. 2006 Director, Vice President
Executive Officer of suchcompany

1,000

Candidate for
OutsideDirector

11/11

Reappointment

Apr. 2010 Chairman and Representative
Director of such company
Mar. 2011 Director of the Company(to the present)
Jun. 2014 Chairman and Director of Asahi
Kasei Corporation(to the present)

Position: Outside Director
Significant concurrent positions: Chairman and Director of Asahi Kasei Corporation
Number of years of service as Director: 4 years (at the conclusion of this Annual General Meeting of Shareholders)

Reasons for recommending Ichiro Ito as a candidate for Outside Director
Ichiro Ito has a wealth of company management experience and insight. To provide the Company
with the benefit of this experience and knowledge to the management of the Company, the Company
thus recommends his election to the Board of Directors as an Outside Director.

Notes:
1. None of the candidates for Directors has any special interest in the Company.
2. Regarding agreements limiting the liability of Outside Directors
To enable him/her to contribute fully in his/her role as an Outside Director, the Company has enteredinto agreements with Mariko Bando, Naoki Tanaka and Ichiro Ito that limit his/her liability fordamages as prescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of these
agreements, their respective liabilities are limited to ¥20 million or to the minimum limited amountstipulated by applicable laws and regulations, whichever is higher. If this agenda item is approved assubmitted, the current agreements will be extended.

14

Item 3: Election of two (2) Corporate Auditors
At the conclusion of this Annual General Meeting of Shareholders, the terms of office ofCorporate Auditors Yukio Kakegai and Naoto Nakamura will expire. The Company therefore
asks the shareholders to elect two (2) Corporate Auditors.
The candidates for the position of Corporate Auditor are as follows. The candidate for Outside
Corporate Auditor, Yumiko Waseda, meets the requirements for independent directors/auditors
as defined by the Tokyo Stock Exchange.
This proposal is submitted with the prior consent of the Board of Corporate Auditors.
Number of
Candidate
Numbershares in the

Name(Date of birth)
Age

Career summary

Company
owned by theNotes toAppointment

candidate

Apr. 1980 Entered Nissan Prince Motor
Sales Co., Ltd. (current Nissan
Motor Sales Co., Ltd.)
Dec. 1988 Entered the Company

1

Akira
Muto
(Mar. 8,1958)
57 years old

Apr. 2009

Senior Officer of the Company,
Corporate Officer and General
Manager of Accounting
Department of Wakodo Co., Ltd.

Sep. 2010

Senior Officer of the Company,
Corporate Officer and General
Manager of Finance Departmentof Wakodo Co., Ltd.

Sep. 2012

Senior Officer of the Company,
Corporate Officer and Senior
Deputy General Manager ofCorporate Planning Headquarters
and General Manager of Finance
Department of Asahi Food &Healthcare Co., Ltd.

―New candidate

Mar. 2013 Senior Officer of the Company,
Corporate Officer and Senior
General Manager of Corporate
Planning Headquarters and General
Manager of Finance Department of
Asahi Food & Healthcare Co., Ltd.
Mar. 2014 Senior Officer of the Company,
Director, Corporate Officer andSenior General Manager ofCorporate Planning Headquartersof Asahi Food & Healthcare Co.,Ltd.
(to the present)

Significant concurrent positions: Director and Corporate Officer of Asahi Food & Healthcare Co., Ltd.

15

Number of
Candidate
NumberName(Date of birth)Ageshares in the
Career summary

Company
owned by theNotes toAppointment

candidate

Apr. 1985 Completed courses at the Legal
Training and Research Institute of
the Supreme Court
Registered as an Attorney at Law
Entered Matsuda Masayuki Law& Patent Office (current Mori
Hamada & Matsumoto)2

YumikoWaseda(Jan. 29,1960)
55 years old

Apr. 2013 Entered Tokyo Roppongi Law &Patent Offices―

Jan. 2014 Partner of Tokyo Roppongi Law& Patent Offices

Candidate for
OutsideCorporate
AuditorNew candidate(to the present)

Significant concurrent positions: Partner and Attorney at Law of Tokyo Roppongi Law & Patent Offices
Outside Corporate Auditor of Kao CorporationReasons for recommending Yumiko Waseda as a candidate for Outside Corporate Auditor
Yumiko Waseda has a wealth of experience as an attorney and professional views. To audit of theCompany with the benefit of this experience and knowledge, the Company thus recommends her
election as an Outside Corporate Auditor.
Although Yumiko Waseda has not been involved in company management other than as an Outside
Director or an Outside Auditor, the Board has concluded that she will be able to perform her duties
properly as an Outside Corporate Auditor of the Company based on the reasons noted above.

Notes:
1. The age is as of this Annual General Meeting of Shareholders.
2. None of the candidates for Corporate Auditor has any special interest in the Company.
3. Regarding agreements limiting the liability of Outside Corporate Auditor
If this agenda item is approved as submitted, the Company plans to newly enter into an agreement with
Yumiko Waseda that limits her liability for damages as prescribed in Paragraph 1, Article 423 of theCompanies Act in order to enable her to contribute fully in her role as an Outside Corporate Auditor.
Under the terms of this agreement, such liability will be limited to ¥20 million or to the minimum
limited amount stipulated by applicable laws and regulations, whichever is higher.

16

Guide to Exercising Voting Rights via the Internet* The online voting website and Help Desk information are available only in Japanese.
If you intend to exercise your voting rights by online voting, please access the website
noted below from a computer, smartphone or cellular phone and follow the instructions
on the screen.
Online voting website: http://www.web54.net
Deadline for Exercising Voting Rights via the Internet
No later than 5:30 p.m., March 25 (Wednesday), 2015 (JST)* If your smartphone or cellular phone is equipped with a barcode reader,
you may use the two-dimensional code at left in order to access the online
voting website. For more detailed information on that procedure, pleaserefer to the user manual of your smartphone or cellular phone.

Accessing Procedures
The following charts display PC screens.

1. Access the online voting website
http://www.web54.net
Click on“次へ進む”(“NEXT”).

2. Log inEnter the “voting code”(議決権行使コード) indicated on
the voting form and click on“ログイン”(“Log in”).
*Shareholders who have not specified a “password” forthemselves are required to register a new password.

3. Enter the password
Enter the “password” (パスワード) indicated on the voting
form and click on“次へ”(“NEXT”).
* Please note that shareholders who received the Convocation
Notice of the Annual General Meeting of Shareholders for the
fiscal year under review by e-mail will not find the “password”
on their voting form. Such shareholders are asked to enter the“password” that they specified when registering their e-mailaddresses.
4. Indicate your consent/dissent concerning each item by following the instructions
displayed on the screen.

17Q1. What will happen if I exercise my voting right not only via postal mail but also via theInternet?
A. If you exercise your voting right in duplicate (i.e., voting online as well as voting by using
the voting form), only the online vote will be counted.
Q2. I can exercise my voting right online more than once. Will all my voting attempts beconsidered valid?
A. If you exercise your voting right online more than once, only the most recent vote will becounted.

Notices Regarding Online Voting
Please note that the connection fees with the Internet service providers and communication fees,
such as telephone bills, should be borne by the shareholders when using the online voting
website.
When voting online, please ensure that the system of your communication terminal satisfies therelevant system requirements.
(1) Voting via PC or smartphone
Screen resolution of 800 (horizontal) x 600 (vertical) pixels (SVGA) or higher, Microsoft®
Internet Explorer Ver. 5.01 SP2 or newer as the browser software, and Adobe® Acrobat®
Reader® Ver. 4.0 or newer or Adobe® Reader® Ver. 6.0 or newer as the PDF file browser.
*If your browser's “pop-up Blocker” function, or a similar add-on, is enabled, please disable(or temporarily disable) this function.
(2) Voting via cellular phone
Internet connectivity via “i-mode”, “EZweb”, or “Yahoo!Keitai”, and compatibility with a
128-bit SSL (Secure Socket Layer) communication protocol (encrypted communication).
*While voting via cellular phones with full browser functionality is supported in principle,
we cannot guarantee compatibility with all available models.

Inquiries for Online Voting
Please contact the following Help Desk for inquiries about online voting.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Web Support Phone No.
Toll-free (within Japan): 0120-652-031 (9:00 a.m. to 9:00 p.m.) (JST)Note:
Shareholders who wish to receive the convocation notices of Annual General Meetings ofShareholders by e-mail beginning with the next meeting may so register on the e-mail address
registration website noted below. Please note that the site cannot be accessed via cellular phone.
E-mail address registration website: http://www.web5106.net

18

(Reference) CSR Activities of the Asahi GroupThe Asahi Group aims to be a trustworthy corporate group by proactively making
efforts to resolve social issues through our business activities in the three businessactivity domains of “Food and Health”, “The Environment” and “People and Society”.
■ Food and Health

Asahi Food Culture Series
The Group held Asahi Food Culture Series seminars by inviting lecturers who engage
in social action programs in various countries and regions. Around tables of the diverse
cuisines that the lecturers had experienced in such countries and regions, theparticipants addressed what they could do for the future regarding such social themes aswater, education and the fascination of local regions. The participation fees were
donated in full to the specified nonprofit corporations with which the respective
lecturers were affiliated.

19

■ The Environment

Asahi Breweries’ Kanagawa Plant Certified as the Highest Class in Terms of
SEGESAsahi Breweries’ Kanagawa Plant maintains green space, which accounts forapproximately 50% of the plant site, and has arranged and improved its spacious Asahi
bio garden of approximately 50,000 m2 to enable the habitation of various creatures
along with environmental activities for local communities such as the fireflyappreciation event, which has been held for more than 10 years. Thanks to suchlongstanding environmental activities, the plant was certified as the highest of five-level
rating system Superlative Stage according to the Social and Environmental Green
Evaluation System (SEGES) conducted by the Organization for Landscape and Urban
Green Infrastructure.

Forest Management Initiatives for the Asahi Forest Company-Owned Forests,
Received the Director-General of the Forestry Agency Award
Since 1941, the Group has been committed to maintaining sound forests and thesustainable management of the Asahi Forest located at 15 areas in Shobara City and
Miyoshi City, Hiroshima Prefecture. These initiatives were highly appreciated and the
Director-General of the Forestry Agency Award was received at the Japan Forestry
Association’s 53rd National Forest Management Promotion Event.

20

■ People and Society

Widening Women’s Range of Activities
The Asahi Group believes that the creation of workplaces where each employee canfully demonstrate his/her capabilities and aptitude among many colleagues withdiversified personalities would lead to the steady growth of the overall corporation.
Based on this basic concept, the Group Diversity Promoting Office was established in
April 2014 to create a new corporate culture that respects people’s diversity so that
employees can demonstrate their capabilities and personalities regardless of their
attributes such as nationality, gender and age. Furthermore, given the rising concern
about a labor shortage in light of the further progress of the dwindling birthrate and theaging population, we recognize that enhanced women’s activities are increasingly
important. Accordingly, the Group has set interim-term targets up to 2021 by eachmajor company of the Group to implement the initiatives as described below.
Career Development Seminar for Women, in which female employees haveopportunities to exchange opinions with senior female employees to reflect on theirbusiness career.
Training of Female Leaders, where female managerial staff learn leadership
through panel discussions among female leaders in different business sectors andfields.
WM Networking Meeting, where working mothers discuss and exchange opinions
on the theme of making work and child care compatible.

21

■ Support for the Great East Japan Earthquake Reconstruction
The Asahi Group continues the supports to address the needs of the areas affected by
the earthquake in accordance with three specific themes; namely support for theenvironment, support for community revitalization and support for economic
stimulation.
Orahono Ichigo Volunteer Tour

Jointly with the Agriculture-Commerce-Industry Collaboration Support Center, aspecified nonprofit corporation, the Group supports Orahono Ichigo Productive
Association to restore strawberry lands in Watari Town, Miyagi Prefecture, which were
devastated by the tsunami resulting from the Great East Japan Earthquake. In 2014, 50
employees of the Asahi Group participated in volunteer activities such as sorting andplanting strawberry seedlings.
Sanriku Railway’s “Asahi Super Dry” Train

In commemoration of the restoration of the entire Sanriku Railway line, which is asymbolic reminder of earthquake restoration, Asahi Breweries, Ltd., launched the“Asahi Super Dry ‘Sanriku Railway’ Label (500-ml bottle)”. In addition, in cooperation
with Sanriku Railway Company, a rental exhibition train, “Asahi Super Dry”, on which
passengers could drink Asahi Super Dry beer, ran on the North Rias Line and the South
Rias Line. Many passengers enjoyed getting on this special train and their participation
fees were wholly donated to Sanriku Railway Company.

22

BUSINESS REPORT
From January 1, 2014 to December 31, 2014

1. Overview of Operations of the Asahi Group(1) Business Progress and Results
During the fiscal year under review, the global economy followed a trend toward
recovery mainly in developed countries, reflecting the expansion of personal
consumption and the increase in the number of employees in the United States, as wellas the continuation of a modest recovery in Europe, although concerns about economic
development in the emerging and resource-rich nations and the issue of sovereign debt
problems in Europe remain.
The Japanese economy continued a modest recovery trend against a backdrop of
steady personal consumption mainly due to the improvement of the employment andincome environments and an increase in capital investment stemming from improved
corporate earnings, despite negative effects such as the backlash against last-minutedemand due to the consumption tax rate hike.
Against this backdrop, the Asahi Group worked on enhancing its corporate value
by promoting “Value and Network Management”, under the “Medium-Term
Management Plan 2015” that started from fiscal 2013. In Value and Network
Management, the Group promoted initiatives aimed at attaining long-term stable growth
by further expanding its domestic and overseas networks, in addition to focusing on the“strengths” that it developed and acquired over the years, such as its brands,
technologies and cost competitiveness, and leverage them for the creation of new values
and innovation. Giving utmost priority to growth of its sales and profit, the Group has
worked together for the continual increase in key performance indicators ROE (returnon equity) and EPS (earnings per share) by improving capital efficiency through suchmeans as increase of shareholder returns.
As a result, the Asahi Group posted net sales of ¥1,785,478 million, a year-on-yearincrease of 4.2%. Operating income increased by 9.2% year on year to ¥128,305 million,
and recurring profit rose by 7.7% to ¥133,168 million. Net income totaled ¥69,118
million, an increase of 11.9% compared with the previous year.

23

■ Business performance of the Asahi Group24

International Operations Segment
Asahi Holdings (Australia) Pty Ltd
Schweppes Australia Pty Limited
Independent Liquor (NZ) Limited
Asahi Premium Beverages Pty Ltd
The Better Drinks Co Limited
Mountain H2O Pty Ltd
Asahi Beer (China) Investment Co., Ltd.
Beijing Beer Asahi Co., Ltd.
Yantai Beer Tsingtao Asahi Co., Ltd.
Shandong Asahi Green Source Hi-Tech FarmCo., Ltd.
Shandong Asahi Green Source Milk Products
Co., Ltd.
Asahi Group Holdings Southeast Asia Pte.
Ltd.
Permanis Sdn. Bhd.
Etika Dairies Sdn. Bhd.
PT Asahi Indofood Beverage Makmur
Asahi Loi Hein Company Limited
Asahi Beer U.S.A., Inc.
Buckinghamshire Golf Co., Ltd.
and others.

Company-wide (Common)
Asahi Group Holdings, Ltd.
Asahi Professional Management Co., Ltd.
and others.
Alcoholic Beverages Segment
Asahi Breweries, Ltd.
The Nikka Whisky Distilling Co., Ltd.
Asahi Draft Marketing, Ltd.
Asahi Food Create, Ltd.
Nadaman Co., Ltd.
Asahi Beer Malt, Ltd.
Asahi Beer Feed Co., Ltd.
Masuda Co., Ltd.
Sainte Neige Wine Co., Ltd.
Satsumatsukasa Shuzo Co., Ltd.
Hokkaido Nikka Service Co., Ltd.
Sendai Nikka Service Co., Ltd.
and others.
Soft Drinks Segment
Asahi Soft Drinks Co., Ltd.
LB Co., Ltd.
Calpis Co., Ltd.
Asahi Calpis Beverage Co., Ltd.
Asahi Orion Calpis Inryo Co., Ltd.
Calpis Foods Service Co., Ltd.
and others.

Other Businesses Segment
Asahi Logistics Co., Ltd.
East Japan AB Cargo Co., Ltd.
West Japan AB Cargo Co., Ltd.
<Target companies as of December 31, 2014>

Foods Segment
Asahi Food & Healthcare Co., Ltd.
Wakodo Co., Ltd.
Amano Jitsugyo Co., Ltd.
Nippon Freeze Drying Co., Ltd.
and others.
25

Overview by Business Segment for 91st Term
■ Asahi Group Breakdown of Net Sales

Million yen, except percentagesthSegmentst

90 term2013

91 term
2014(under review)

Change inamountChange inpercentage

Alcoholic Beverages¥925,878¥941,953¥16,075

1.7%

Soft Drinks

461,054471,456

10,402

2.3

Foods

106,240

110,024

3,783

3.6

International Operations

192,034

233,184

41,14921.4

Other Businesses

29,02928,859

(169)

(0.6)

Total

1,714,237

1,785,478

71,241

4.2

Note: The above figures exclude intra-Group sales.

The alcoholic beverages segment posted net sales of ¥941,953 million, up 1.7%
from the previous year, due to the year-on-year increase in the sales volume of beer-type
beverages for the second consecutive year, as well as the considerable year-on-yearincreases in the performance of each of the whisky and other spirits, wine and alcoholtaste beverages categories despite the adverse effect of unseasonal weather in summer
and other factors. Operating income before amortization of goodwill, etc.* rose by 2.8%
from the previous year to ¥116,950 million, as a result of efforts to reduce fixed costs
overall especially depreciation and an increase in sales, despite the increase in raw
materials costs stemming from the impact of the yen depreciation and other such factors,
on top of aggressive investments in advertising and sales promotion activities.
(Operating income after amortization of goodwill, etc. was ¥116,924 million, a year-onyear increase of 2.8%.)*Operating income before amortization of goodwill, etc. = Operating income + Amortization of
goodwill and amortization of intangible fixed assets resulting from acquisitions

26

-Asahi Breweries, Ltd.
Asahi Breweries, Ltd. worked on
developing brands and products that
accurately reflect potential customer
needs and market trends with the aim of
becoming a company that is “selected”
by customers.
In the beer-type beverages sector,
sales of the beer category performed
favorably, primarily due to aggressive
marketing activities for “Super Dry –Dry Premium,” which was released on afull-scale basis in February. In the new
genre (malt-type) category, the sales
volume increased from the previous year
thanks to the consumer campaign linked
to TV commercials of “Clear Asahi” and“Clear Asahi Prime Rich”, and the newrelease of “Clear Asahi Tsumitate Hop”,
a product that was offered only for a set
time frame. Moreover, “Asahi Super
Zero” featuring “carbohydrate-free” and“purine bodies-free” happoshu was
released in September and contributed toa rise in the sales volume of beer-type
beverages as a whole from the previous
year. Consequently, share* in the market
of beer-type beverages expanded,boasting the largest market share for thefifth consecutive year.

In the sector of alcohol beverages
other than the beer-type beverages,
regarding the whisky and other spirits
category, at the 80th anniversary of The
Nikka Whisky Distilling Co., Ltd., andthe 120th anniversary of the birth offounder Masataka Taketsuru. Asahi
Breweries strengthened its marketing
activities focused on the “Taketsuru”
brand, which honors the founder’s name.
Sales overall increased from the previous
year mainly thanks to the solid
performance of imported wines such as“SANTA HELENA Alpaca” from Chileand “VINA ALBALI SANGRIA” from
Spain.

In the alcohol-taste beverages sector,
sales volume overall increased from theprevious year due to the effects ofrenewal of “Asahi Dry Zero” in theprevious year and the release of a
derivative product, “Asahi Dry ZeroBlack”.
In terms of earnings, Asahi
Breweries endeavored to pursue higher
profitability by increasing the efficiency
of capital investment and reducing thecosts of can lids, in addition to therevenue growth effect.
* Share in the market of beer-type
beverages was calculated based on taxed
shipment volume of the top five domestic beer
producers.

27

The soft drinks segment posted net sales of ¥471,456 million, an increase of 2.3%
compared with the previous year, reflecting the solid performance of both Asahi Soft
Drinks Co., Ltd. and LB Co., Ltd., despite the adverse effect of unseasonal weather insummer. Operating income before amortization of goodwill, etc. increased by 27.8%
from the previous year to ¥26,410 million, primarily due to the improved efficiency ofcosts overall and the creation of collaborative intra-Group synergies. (Operating income
after amortization of goodwill, etc. was ¥21,319 million, a year-on-year increase of
37.9%.)-Asahi Soft Drinks Co., Ltd.
Asahi Soft Drinks Co., Ltd.
endeavored to further strengthen its
business platform by working on“fostering strong brands” and“establishing a solid earnings structure”.
In terms of the product strategy that
forms the basis of its growth strategy,
Asahi Soft Drinks concentrated its
marketing investments on strengthening
and developing flagship brands by
reinforcing sales promotion activities forexisting products and by releasing new
products.
Asahi Soft Drinks strove to stimulate
the brands’ power. For example, it
released classic reproduction products
and offered new value with “MITSUYAFreezing CIDER” of the “MITSUYA”
brand, which celebrated its 130th
anniversary. Meanwhile, the Food forSpecified Health Uses, “ASAHI
Shokujito Isshoni Juroku-Cha W”, wasreleased for the “Asahi Juroku-Cha”
brand.

28

Furthermore, sales volume overall
increased from the previous year,

installation of production lines at theFujisan Plant. At the same time, itenhanced efforts to establish a solid

primarily thanks to releases of new
products such as a milk-based beverage,

earnings structure including establishinga group purchasing system for the softdrinks business as a whole and“Todoku Tsuyosa-no Nyusankin”, inwhich Calpis Co., Ltd.’s original lactic
acid bacteria “Premium Lactobacillus

streamlining fixed costs overall.

gasseri CP2305” is blended, in addition
to the favorable performance of the“Wilkinson”, which celebrated its 110th
anniversary, and the “Welch’s” brand.
In terms of earnings, Asahi Soft
Drinks pursued higher productivity byincreasing the capacity utilization of its
plants jointly with the additional

Fujisan Plant of Asahi Soft Drinks Co., Ltd.

-LB Co., Ltd.
LB Co., Ltd. strengthened its
offerings of added value such as
freshness and enticing flavor, thecharacteristics of chilled soft drinks
through the development of products in
its mainstay categories of tea and softdrinks.
Sales overall increased from theprevious year, primarily due to thestreamlining its production and logistics
expenses by reducing raw materials costs
through the promotion of grouppurchasing, and by implementing a local
production system for chilled soft drinks.

launch of new products mixed withvarious ingredients such as fruit juicewith “Calpis” brand including “Ajiwai
Calpis” and the launch of new series
products, in which several compatible
fruits are mixed with “Asai”, which has
attracted increasing attention given rising
health awareness, in the milk-based
beverages category.
In terms of earnings, LB addressed29

In the foods segment, Asahi Food & Healthcare Co., Ltd., Wakodo Co., Ltd., andAmano Jitsugyo Co., Ltd. steadily increased their respective sales. Mainly as a result of
the foregoing, net sales rose by 3.6% from the previous year to ¥110,024 million.
Operating income before amortization of goodwill, etc. increased by 22.7% from theprevious year to ¥6,484 million, due primarily to the reduction of production costs.
(Operating income after amortization of goodwill, etc. was ¥6,047 million, a year-onyear increase of 22.9%.)-Asahi Food & Healthcare Co., Ltd.
Asahi Food & Healthcare Co., Ltd.
endeavored to continue growth and raise
profitability by generating uniquestrengths that its competitors cannot offerand by working on “steady and soundgrowth”, “establishment of organizationand infrastructure capable of addressingchanges in customers” and “enhancementof corporate brand and reform ofcorporate culture”.

aggressive sales promotion activities ofthe pouch-type supplement “Dear-Natura
Style” in the healthcare segment.
In terms of earnings, Asahi Food &Healthcare worked on the efficient use ofadvertising and sales promotion expenses
and reducing production costs, among
others.

The foods segment performed well,
primarily sustained by the release of atablet-type confectionary, “MINTIABREEZE”, and the enhanced lineup of anutritional snack “Ippon Manzoku Bar”.
Moreover, sales overall of Asahi Food &Healthcare exceeded the level recordedin the previous year, mainly due to the30

-Wakodo Co., Ltd.
Wakodo Co., Ltd. strove to enhance

worked to optimize the production
system and reduce fixed costs by cutting

the steady growth and profitability ofexisting businesses, and to develop

sales promotion expenses.

businesses that will serve as the next
pillars in growth areas.
The mainstay baby food segment
performed well mainly by releasing an
in-container infant food “BIG Size no
Eiyo Marché” and a ready-to-cookcombined seasoning “Oyako de Gohan”.
In addition, sales overall of Wakodo
increased from the previous year, mainly
due to the enhanced storefront sales
promotion activities of baby milk.
In terms of earnings, Wakodo-Amano Jitsugyo Co., Ltd.
Amano Jitsugyo Co., Ltd. worked to

In terms of earnings, Amano
Jitsugyo worked to improve profitability
by reducing raw materials and energy
costs through the review of production
processes.

reinforce its business platform inaccordance with the basic policies of“increasing presence in the food market”,“reforming the earnings structure”, and“creative company that enriches
customer life”.
In distribution sales operations,
Amano Jitsugyo endeavored to raiseawareness of the “Amano” brand throughaggressive marketing activities, inaddition to the renewal of the mainstay
freeze-dried miso soup products anddeploying products in various priceranges. Meanwhile, overall sales ofAmano Jitsugyo increased from theprevious year, mainly due to thereinforced sales activities in professionaluse sales operations for corporate
customers.
31

The international operations segment recorded net sales of ¥233,184 million, up
21.4% from the previous year, due to the solid performance of businesses in each region,
as well as favorable effects of the performance of newly consolidated subsidiaries inSoutheast Asia. Operating income before amortization of goodwill, etc. increased by
53.1% from the previous year to ¥12,715 million, reflecting the improved profitability of
the respective regional operations. (Operating loss after amortization of goodwill, etc.
was ¥1,204 million, improving by ¥3,361 million compared with the previous year.)commercials and releasing new products.
In the alcoholic beverages sector,
strengthening of brand power was soughtby such means as the renewal of flagshipbrands and the release of new products inthe mainstay low-alcohol beveragecategory. Meanwhile, the imported beer,“Asahi Super Dry” and mainstay brands
in the growth category of cider (sparkling
apple wine) performed well. As a result,overall sales of the Oceania businesssegment increased from the previous year.

-Oceania Business Segment
In the Oceania business segment,
the Group sought growth as acomprehensive beverage businessencompassing both soft drinks andalcoholic beverages around Asahi
Holdings (Australia) Pty Ltd—thesubsidiary overseeing the Oceania
region—as a central core, mainly throughthe generation of intra-Group synergies,
in addition to developing and nurturing
the core brands and conducting businessin growth areas.
In the soft drinks sector, sales were
strengthened for the brands “Schweppes”,“Solo”, and “Pepsi” in the mainstay
carbonated drinks category, andaggressive marketing activities werecarried out for the mineral water whosemarket is expanding, by introducing TV
32

Furthermore, the Group endeavoredto maximize synergies with groupmembers by promoting efficiency
improvement through consolidating/decommissioning production anddistribution sites, optimizing thefunctions of indirect departments via
organizational consolidation, andpromoting joint procurement of raw
materials, etc.

-China Business Segment
In the China business segment, theGroup sought to enhance its status in themarket by expanding sales of the “Asahi”
brand and aimed to improve quality andLtd., increasing productivity through theconcentration of production functions of
the “Asahi” brand and reducing the costsof raw materials such as aluminum cansat local production sites.

profitability by further consolidatingproduction sites.
For the “Asahi” brand, sales volume
increased from the previous year throughthe expansion of stores that carry Asahi
products encompassing not only
Japanese restaurants but also Korean andother non-Japanese restaurants and bars,
as well as by extending sales activities tomass retailers and the fast-growing
Internet-based sales business.
Furthermore, the Group endeavoredto improve profitability by reviewing thesales structure of Beijing Beer Asahi Co.,

Beijing Beer Asahi Co., Ltd.

33

-Southeast Asia Business Segment
In the Southeast Asia businesssegment, efforts were made to expand thebusiness network in Southeast Asia bybuilding a business platform for the softdrinks business in Indonesia, in addition
to strengthening the main brands of

In Indonesia, the joint venture withPT Indofood CBP Sukses Makmur Tbk
strove to improve residents’ awareness ofPermanis Sdn. Bhd., a Malaysian softdrinks company.
In Malaysia, the mainstay

its products by releasing “ICHI OCHAGREEN TEA HONEY”, in addition tocarbonated drinks of Permanis Sdn. Bhd.
performed favorably and Permanis

the aggressive advertising and sales
promotion activities in the green tea andcoffee categories. The joint venture also

strengthened its advertising and sales
promotion activities for the canned
coffee “WONDA” of the “Asahi” brand.
As a result, business performance ofPermanis increased from the previous
year. In addition, efforts to improve
profitability were made by promoting
efficiency in the procurement of raw
materials such as sugar and aluminumcans and reducing distribution costs.
Meanwhile, the Group promoted
strengthening its business platform in thisregion by adding Etika Dairies Sdn. Bhd.
and 15 other companies, which engage inproduction and sales of dairy products, asconsolidated subsidiaries in July.

endeavored to establish its businessplatform by addressing the task of
expanding sales channels of the “Pepsi”
brand and the “Club” mineral waterbrand.

34

In the other businesses segment, net sales decreased by 0.6% year on year to¥28,859 million, despite efforts to increase the contracts in logistics operations overall.
Operating income before amortization of goodwill, etc. decreased by 67.5% from theprevious year to ¥202 million. (Operating income after amortization of goodwill, etc.
was ¥202 million, a year-on-year decrease of 67.5%.)(2) Financial and Profit/Loss Indicators
91st term
Fiscal 2014

88th term
Fiscal 2011

89th term
Fiscal 2012

90th term
Fiscal 2013

(under review)(million yen)

1,462,736

1,579,076

1,714,237

1,785,478

Operating income (million yen)

107,190

108,437

117,467

128,305

Recurring profit(million yen)

110,909

114,821

123,612133,168

Net income(million yen)

55,09357,18361,74969,118

(%)

7.3

6.9

6.9

7.2

(million yen)

166,832

170,981

183,695

192,308(yen)

118.36122.75135.73148.92

Total assets(million yen)

1,529,907

1,732,187

1,791,555

1,936,609

Net assets(million yen)

Net sales

Operating margin
EBITDA*1*2

Earnings per share

643,798

726,879

827,481896,510

Net assets per share*2(yen)

1,378.19

1,553.35

1,772.47

1,904.64

ROE (Return On Equity)

(%)

8.8

8.4

8.0

8.1

*1
*2

EBITDA is equal to the sum of operating income before amortization of goodwill, etc., anddepreciation.
Earnings per share is calculated based on the average total number of shares outstanding during theterm. Net assets per share is calculated based on the total number of shares outstanding at term-end.
The number of shares outstanding is exclusive of treasury stock.

35

(3) Capital Investment Activities
Consolidated capital expenditures in the year under review totaled ¥73,586 million,
the segment breakdown of which is as follows. A large portion of the capital
expenditures represented investments made to upgrade existing facilities and implement
energy conservation measures. In addition to these, Asahi Soft Drinks Co., Ltd. carriedout new construction and expansion work, etc. for the manufacturing facility for softdrinks at the Fujisan Plant in the amount of ¥4,765 million.
Amount of capital expenditure

Business segment(Million yen)

Alcoholic Beverages

19,383

Soft Drinks

27,878

Foods

3,446

International Operations

22,103

Other Businesses

200

Company-wide (common)

573

Total

73,586(4) Financing Activities
The Company financed the capital investments detailed in item (3) above and othercapital requirements through loans from financial institutions, the issuance ofcommercial paper and corporate bonds. (The Company issued the 5th unsecured
corporate bonds (5-year bonds: ¥25.0 billion) and the 6th unsecured corporate bonds (7year bonds: ¥10.0 billion) on July 15, 2014.)
Funds required for companies’ businesses of the Asahi Group are primarilysourced by the Company.

(5) Status of Principal Lenders(As of December 31, 2014)

Outstanding balance

Lender(Million yen)

Sumitomo Mitsui Banking Corporation

67,024

Mizuho Bank, Ltd.

20,855

Sumitomo Mitsui Trust Bank, Limited

17,213

The Norinchukin Bank

17,000

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

11,98236

(6) Management Perspectives

Long-Term Vision 2020
Striving to be a corporate group trusted around the world through the Kando offood (deliciousness, happiness and innovation)

Medium-Term Management Plan 2015
Seeking corporate value enhancement through “Value and Network Management”

KPI-based guidelines

Asahi Group Holdings, Ltd. has established “Long-Term Vision 2020” in orderto address the changes in the increasingly tough business environment and thediversification of stakeholder needs, together with the three-year “Medium-Term
Management Plan 2015” for the achievement of the Vision. Since fiscal 2013, theCompany has been seeking to enhance its corporate value by promoting “Value andNetwork Management”.
In “Value and Network Management”, the Company will focus on the“strengths” that it developed and acquired over the years, such as its brand,
technologies and cost competitiveness, and leverage them for the creation of newvalues and innovation. The Company will also seek to maintain long-term stable
growth by further expanding its domestic and overseas networks.
37

Giving utmost priority to growth of its sales and profit, the Group will work
together for the continual increase in key performance indicators ROE (return on
equity) and EPS (earnings per share) by improving capital efficiency through suchmeans as increase of shareholder returns.
The Company considers that strengthening the corporate governance of the
Asahi Group is an utmost managerial priority in order to realize optimum corporate
activities that would meet the expectations of its stakeholders including
shareholders, investors and general consumers. Based on this concept, theCompany endeavors to proactively strengthen group management, enhance thetrust relationship with society, and improve the sociality and transparency of theGroup companies. In June 2015, the “Corporate Governance Code” is scheduled to
become applicable to corporations listed on domestic stock exchanges.
In favor of the idea that ensuring sustainable growth and improving corporate
value for the medium to long term by appropriately practicing the Code willcontribute to the stakeholders and, by returns, the development of the overall
economy, the Company intends to take the initiatives as described below.


The Company will continue to take appropriate measures such as the early
dispatch of convocation notices of Annual General Meetings of Shareholders
and the disclosure of its capital policy so that shareholders’ rights can besubstantially and equitably ensured. The Company will also improve theenvironment in which shareholders can properly exercise their rights.

Based on the recognition that sustainable growth and the creation of
corporate value on a medium- to long-term basis are the product of
stakeholders’ support, the Board of Directors and the management team of
the Company will play a leading role with regard to issues on thesustainability of society and diversity-involved organizational operation andendeavor to cooperate with the various stakeholders.



The Company will actively provide useful information in an easy-tounderstand manner at occasions such as results briefing and Internet-based
information disclosure even for non-financial information such as
management strategies/issues, risk and governance, apart from financial
information such as financial position and operating results.



Taking into account the fiduciary responsibility and accountability toshareholders, the Board of Directors will work on ensuring the sustainablegrowth of the Company and improving its corporate value on a medium- tolong-term basis, as well as improving profit-earnings capacity and capitalefficiency. The Board members, including the independent Outside
Directors, will endeavor to improve their managerial capacity to38

appropriately fulfill their roles and duties.


To contribute to ensuring sustainable growth and improving corporate value
for the medium to long term, the Company intends to promote constructive“Purpose-Based Dialog” (Engagement) with shareholders and investors bycontinuously executing investor relations (IR) activities and shareholder
relations (SR) activities including plant tours in compliance with the
Corporate Governance Code and Stewardship Code.

Alcoholic Beverages Segment-Asahi Breweries, Ltd.
Given the projections of an increasingly diversifying sense of value and lifestyle,
Asahi Breweries, Ltd., will promote its activities for demand expansion toward
customers’ “Umai! (great taste)” by breaking away from dependency on summer andcreating “Koto” consumption—a new-type consumption induced by invisible values
such as experience, memories and services, not by the desire for possession— under theslogan of “aiming to become the strongest partner company with proposals on a varietyof alcoholic beverages”.
In the beer-type beverages sector, efforts will be made to strengthen the mainstay
brand and reinforce marketing activities in combination with events and entertainment.
Asahi Breweries will pursue further “evolution” of the flavor of “Asahi Super Dry”
relative to substantial volume and enhanced sharpness in taste by introducing a newbrewing technique to restrict the change in taste over time. In addition, Asahi Breweries
will seek to further enhance the brand value by releasing “Asahi Super Dry – Extra
Sharp”, which will be offered only for a set time frame, and promote sales of “Asahi
Super Dry – Dry Premium”. Moreover, against a backdrop of rising health awareness,
Asahi Breweries will strive to expand the lineup in response to diversifying consumer
needs with a purine bodies–free, derivative product of the carbohydrate-free happoshu(low-malt beer) “Asahi Style Free” and “Clear Asahi – Toshitsu Zero (CarbohydrateFree)” in the new genre (malt-type) category. With these initiatives, Asahi Breweries
aims to expand year-on-year sales volume for the third consecutive year in the beer-type
beverages sector.
As for the non-beer sector, Asahi Breweries will work to foster and strengthen its
core brands in each category. Especially in the whisky and other spirits category, Asahi
Breweries will deploy aggressive marketing activities. Such activities will emphasize
the transmission of information on “Taketsuru”, a whisky product that honors thefounder of The Nikka Whisky Distilling Co., Ltd., and include the deployment of
39

“Black Nikka Freezing Highball” and the release of classic reproduction products.
Furthermore, Asahi Breweries will aggressively transmit information on products suchas “Jack Daniel’s” and “Early Times” of Brown-Forman Corporation to raise theirbrand awareness. In the wine category, its sales promotion activity will be strengthened
mainly for “SANTA HELENA Alpaca”, an imported daily wine.
In the alcohol-taste beverages category, Asahi Breweries will try to increase its
presence in the market by releasing “Asahi Dry Zero Free”, which is “purine bodies–
free,” in the beer-taste beverage “Asahi Dry Zero” brand that features “carbohydratefree” and “calorie-free”.
Furthermore, Asahi Breweries will strive to solidify its earnings structure by
reducing raw materials costs due to a change of can lids and improving the efficiency of
fixed costs overall, especially depreciation.
Soft Drinks Segment-Asahi Soft Drinks Co., Ltd.

Asahi Soft Drinks Co., Ltd. will pursue a further leap in its corporate growththrough flexible and speedy reforms by addressing the tasks of “increasing sales byreinforcing brands” and “establishing a more durable earnings structure”.
As the product strategy that forms the backbone of its growth strategy, Asahi Soft
Drinks will work to foster new staple products, in addition to focusing its marketinginvestments on mainstay brands with measures such as strengthening sales promotion
activities for existing products and launching new products. Asahi Soft Drinks will also
deploy value-added products with enhanced flavor and health value to improve its brandvalue, thereby raising its presence in the market. In the vending machine business,
Asahi Soft Drinks will work towards the achievement of stable business performance byensuring more efficient operation of assets, in line with an increase in sales.
Furthermore, Asahi Soft Drinks will reform its earnings structure by increasing the
productivity of its own plants via improved capacity utilization, promoting grouppurchasing and establishing optimal production and logistics systems in cooperation
with Calpis Co., Ltd.

-LB Co., Ltd.
Through the reinforcement of product development capability to offer new value,
the expansion of sales channels and the efficiency improvement of production and40

logistics expenses, LB Co., Ltd. will pursue a growth strategy and earnings structurereforms.
LB will seek to expand sales by strengthening sales activities to acquire new
business partners, in addition to offering new value by aggressively deploying products
utilizing the Asahi Group’s brands, mainly “Calpis”.
LB will also carry out reforms of its earnings structure through improving its
demand-supply adjustment capabilities and reducing production costs by further
promoting group purchasing.
Foods Segment-Asahi Food & Healthcare Co., Ltd.
Asahi Food & Healthcare Co., Ltd. aims to be an enterprise that develops withcustomers’ support by working on “steady and sound growth”, “establishment oforganization and infrastructure capable of addressing changes in customers” and“enhancement of corporate brand and reform of corporate culture”.
Asahi Food & Healthcare will reinforce existing products and release new productsof tablet-type confectionary “MINTIA” brand. In addition, Asahi Food & Healthcare
will expand sales via sales promotion activities of the dietary supplement “Dear-Natura”
and the release of a new pouch-type product of the quasi drug “EBIOS Tablet.”Furthermore, Asahi Food & Healthcare will reinforce its earnings structure throughthe regularization of inventories by establishing an optimum demand-supply system andaddressing the improvement of productivity.
-Wakodo Co., Ltd.
Wakodo Co., Ltd. will increase the productivity and profitability of existing
businesses and strengthen the development of businesses that are positioned as the next
pillars in growth areas such as operations for the elderly and international operations.
In addition to the renewal of the in-container infant food “Eiyo Marché” andincreasing the product lineup of the combined seasoning “Oyako de Gohan,” Wakodo
will strive to expand sales by reinforcing its marketing activities in the business for theelderly.
Wakodo will also strive to improve profitability by increasing productivity with
newly implemented energy-saving equipment and reducing raw materials costs.

41

-Amano Jitsugyo Co., Ltd.
Amano Jitsugyo Co., Ltd. will manage business in accordance with the basic
policies of “increasing presence in the food market”, “reforming the earnings structure”,
and “creative company that enriches customer life”.
In distribution sales operations, Amano Jitsugyo will conduct aggressive sales
promotion activities for its mainstay freeze-dried miso soup products such as “Itsumono
Omisoshiru” and “Nyumen.” In mail-order sales operations, Amano Jitsugyo aims to
expand sales mainly by deploying products exclusive to the mail-order sales channel toacquire new customers.
Moreover, Amano Jitsugyo will endeavor to improve profitability by reducing raw
materials costs through enhanced group purchasing and streamlining its optimum
production system.
International Operations Segment-Oceania Business Segment
In the Oceania business segment, Asahi Holdings (Australia) Pty Ltd—thesubsidiary overseeing the Oceania region—as a central core will play a leading role inseeking growth as a comprehensive beverage business, which covers both soft drinks
and alcoholic beverages, mainly through developing and nurturing their core brands andmarketing investments in growth areas.
In the soft drinks business sector, the Group will strive to expand sales bystrengthening its presence in the soft drinks market as a whole by such means as
deploying new products in growth categories and focusing on sales of products with
reduced sugar content of carbonated drinks, in response to health-oriented customer
needs. In the alcoholic beverages business sector, the Group will pursue sustainablegrowth through proactive marketing activities, which will be concentrated on mainstay
low-alcohol beverages, cider (sparkling apple wine) and “Asahi Super Dry”.
Furthermore, the Group will establish a stable and steadfast revenue base by
pursuing the creation of synergies including the joint procurement of raw materials via
organizational consolidation and the rationalization of back office sections, together
with reinforcing initiatives toward the establishment of optimum production andlogistics systems.

42

-Southeast Asia Business Segment
In the Southeast Asia business segment, the Group will endeavor to establish a
growth base by strengthening the brand power especially for the main brands,
streamlining the production system and firmly establishing a competitive earnings
structure.
In Malaysia, the economic environment is expected to become harsh due to theintroduction of the goods and services tax scheduled in April. With this in mind,
Permanis Sdn. Bhd. will pursue sales expansion by boosting the product appeal offlagship brands including the fruit juice “Tropicana” and the carbonated drink“Mountain Dew”, and engaging in aggressive marketing activities through TV
commercials, sampling, etc., to increase the brand power of “WONDA”. Permanis will
also work to enhance profitability by improving the efficiency of logistics costs throughthe review of distribution method and reducing raw materials costs.
The Etika Group will strengthen sales of its products in the market for proffesionaluse in the mainstay condensed-milk business and strive to expand channels in the fastgrowing fresh milk business. The Group aims to expand its revenue base by deploying
containers with added functionality and improving productivity by the review of
production processes.
In Indonesia, the joint venture with PT Indofood CBP Sukses Makmur Tbk will
increase its presence in the market by strengthening the brand power of existingproducts and launching new products. The joint venture will also strengthen the sales
promotion activities of the “Pepsi” and “Club” brands. Furthermore, the joint venture
will strive to solidify its business platform by increasing the cost competitiveness of
products by establishing a stable production system.
-China Business Segment
In the China business segment, the Group will aspire to improve quality andprofitability at production sites while enhancing the status of the “Asahi” brand in thepremium beer market.
The Group will continue to promote highly specialized sales activities based on asales structure that distinguishes between different types of businesses mainly in the
Shanghai area, which is a top priority market. In sales of proffesional-use products, theGroup will strive to expand sales by making Chinese, Korean and other non-Japaneserestaurants carry its beer products anew, in addition to expanding the Internet-based
sales business and improving the status at mass retailers.

43

Furthermore, the Group will establish a stable revenue base of the China businessby raising the productivity via optimization in varieties for production and cutting raw
materials and energy costs at local production sites.

The Asahi Group intends to enhance the corporate value of the entire Group by
improving the profitability of each business and increasing the capital efficiency
through “Medium-Term Management Plan 2015”.
The Group cordially requests shareholders’ continuing encouragement and support.

44

(7) Principal Subsidiaries
Company name

CapitalShareholdings(Million yen)(%)

Main operations

Asahi Breweries, Ltd.

20,000100.0

Production andmarketing of alcoholic
beverages

Asahi Soft Drinks Co., Ltd.

11,081

100.0

Production andmarketing of soft drinks

487

100.0

Production andmarketing of soft drinks

Asahi Food & Healthcare Co., Ltd.

3,200

100.0

Production andmarketing of foods

Wakodo Co., Ltd.

2,918

100.0

Production andmarketing of foods

67

100.0

Production andmarketing of foods

132,697

100.0

Overseeing soft drinks
and alcoholic beverages
operations in Oceania

100.0

Overseeing alcoholic
beverages operations,and marketing of
alcoholic beverages in
China

100.0

Contracting of clericalwork

LB Co., Ltd.

Amano Jitsugyo Co., Ltd.
Asahi Holdings (Australia) Pty Ltd(AUD 1,806,901
thousand)Asahi Beer (China) Investment Co.,
Ltd.

9,996
(CNY 737,487
thousand)Asahi Professional Management
Co., Ltd.

50

Note:

There were 106 consolidated subsidiaries of the Company as of the end of the fiscal year underreview, including those listed above. There were 121 affiliates accounted for by the equity
method, including Tsingtao Brewery Co., Ltd. and Tingyi-Asahi Beverages Holding Co., Ltd.

(8) Significant Developments such as Corporate Reorganization
A. The Company established a joint venture with PT Indofood CBP Sukses Makmur Tbk andPT Multi Bahagia through the intermediary of Asahi Group Holdings Southeast Asia Pte.
Ltd., of which all the shares are held by the Company, and the joint venture took over thein-container potable water business in Indonesia from PT Tirta Bahagia group as of January
27, 2014.
B. As of September 2, 2014, the Company acquired all the shares of Etika Dairies Sdn. Bhd.
and 15 other companies through the intermediary of Asahi Group Holdings Southeast Asia
Pte. Ltd., of which all the shares are held by the Company.

45

(9) Principal Offices and Factories(As of December 31, 2014)

A. Asahi Group Holdings, Ltd.
(Head office)23-1, Azumabashi 1-chome, Sumida-ku, Tokyo(Laboratory)

Research & Development Center (Moriya City, Ibaraki Prefecture)

B. Subsidiaries
Businesssegment

Alcoholic
Beverages

Company name

Asahi Breweries,
Ltd.

Asahi Soft Drinks
Co., Ltd.

Soft Drinks

LB Co., Ltd.

Major establishments
Head office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
officesTokyo Metropolitan Headquarters (Chuo-ku,
Tokyo), etc.

Production
facilities

Ibaraki Brewery (Moriya City, Ibaraki
Prefecture), etc.

Laboratories

Development Laboratories for Alcoholic
Beverages (Moriya City, Ibaraki Prefecture), etc.

Head office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
officesTokyo Metropolitan Headquarters (Chuo-ku,
Tokyo), etc.

Production
facilities

Akashi Plant (Akashi City, Hyogo Prefecture),
etc.

Laboratories

Products Research & Development Laboratory(Moriya City, Ibaraki Prefecture), etc.

Head office3469-1, Aza Sakuragaoka, Ooaza Kurohama,
Hasuda City, Saitama Prefecture

Regional sales
offices

CVS Marketing Department (Taito-ku, Tokyo),etc.

Production
facilities

Hasuda Plant (Hasuda City, Saitama
Prefecture), etc.

Laboratories

Marketing Department (Hasuda City, Saitama
Prefecture)46

Asahi Food &Healthcare Co.,Ltd.

Wakodo Co., Ltd.

Foods

Amano JitsugyoCo., Ltd.

International
operations

Head office23-1, Azumabashi 1-chome, Sumida-ku, Tokyo

Regional sales
offices

Food Sales Section I for Chain Stores (Chuo -ku,
Tokyo), etc.

Production facilities

Osaka Plant (Suita City, Osaka Prefecture), etc.

Laboratories

Products Research & Development Laboratory(Chuo-ku, Tokyo), etc.

Head office14-3, Kanda Tsukasa-cho 2-chome, Chiyoda-ku,
Tokyo

Regional sales
officesTokyo Branch (Shinjuku-ku, Tokyo), etc.

Production facilities

Tochigi Plant (Sakura City, Tochigi Prefecture)

Laboratories

Research Laboratory (Chofu City, Tokyo)

Head office

9-10, Dosan-cho, Fukuyama City, Hiroshima
Prefecture

Regional sales
offices

East Japan Branch (Chiyoda-ku, Tokyo), etc.

Production facilities

Satosho Factory (Asakuchi-gun, Okayama
Prefecture)

Laboratories

R&D Center (Asakuchi-gun, Okayama
Prefecture)

Asahi Holdings
Head office(Australia) Pty Ltd

Victoria, Australia

Asahi Beer
(China)Investment Co.,Ltd.

Shanghai, China

Head office(10) Employees(As of December 31, 2014)

Alcoholic Beverages

5,111

Increase (decrease) fromthe end of the previous term
601

Soft Drinks

4,080

(91)

Foods

1,367

(31)

International Operations

8,257

2,608

Other Businesses

1,860

73

Company-wide (common)

502

16

Total

21,177

3,176

Business segment

Number of employees47

2. Overview of the Company(1) Shares Outstanding (As of December 31, 2014)
A. Total number of authorized shares

972,305,309(common stock)

B. Total number of issued shares

483,585,862(including 20,984,062 shares in treasury stock)

C. Number of shareholders

108,522(Decreased by 1,021 from the end of the previous term)48

D. Major shareholders
Number ofshares held

Percentage ofshares held(in hundreds)(%)

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

286,169

6.2

Japan Trustee Services Bank, Ltd. (Trust Account)

202,367

4.4

Asahi Kasei Corporation

187,853

4.1

The Dai-ichi Life Insurance Company, Limited

169,200

3.7

Fukoku Mutual Life Insurance Company

160,000

3.5

Sumitomo Mitsui Banking Corporation

90,280

2.0

Sumitomo Mitsui Trust Bank, Limited

81,260

1.8

THE BANK OF NEW YORK MELLON SA/NV 10
CHASE MANHATTAN BANK GTS
CLIENTS ACCOUNT ESCROWThe Norinchukin Bank

66,695

1.4

57,937

1.3

55,6601.2

Total

1,357,421

29.3

Name of shareholder

Notes:
1. The Company holds treasury stock numbering 209,840 hundred shares. However, the Company is
excluded from the above list of major shareholders.
2. Shareholding percentages are calculated based on the total number of issued shares less the numberof shares in treasury stock.

E. Other significant matters related to shares(1) The Company acquired 15,475,800 shares of common stock of the Company pursuant to theresolution at the meeting of the Board of Directors held on June 4, 2014.
(2) The Company appropriated its 15,614,809 shares of treasury stock for the exercise of the call option
and a request to exercise stock acquisition rights during the fiscal year under review, both of which areattached to the “Euroyen conditional convertible bonds with stock acquisition rights maturing in 2023”
and the “Euroyen conditional convertible bonds with stock acquisition rights maturing in 2028”.

49

(2) Status of Stock Acquisition Rights, etc. (as of December 31, 2014)
A. Stock acquisition rights held by Directors and Corporate Auditors of the Company

Date of issuance resolution
Number of stock acquisitionrightsClass and number of sharessubject to stock acquisitionrightsFee for exercise of stockacquisition rights
Exercisable period
Conditions for exercise ofstock acquisition rights

1) Third issue of stock acquisitionrightsMarch 30, 2005

2) Fourth issue of stock acquisitionrightsMarch 30, 2006

350

450

Shares of common stock: 35,000

Shares of common stock: 45,000¥1,374 per share¥1,688 per share

March 30, 2007 to March 29, 2015

March 30, 2008 to March 29, 2016 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 Any assignment or transfer of thestock acquisition rights is subject toapproval of the Board of Directors.

 The options are exercisable evenafter the resignation of Directors or
Corporate Auditors, as the case maybe.
 The options may be passed on toheirs.
 Any assignment or transfer of thestock acquisition rights is subject toapproval of the Board of Directors.

Situation concerning the holding of stock acquisition rights by Directors and Corporate Auditors
Directors(except Outside Directors)

 Number of stock acquisition rights:
150
 Number of shares subject to stockacquisition rights: 15,000 Number of holders: 1

 Number of stock acquisition rights:
250
 Number of shares subject to stockacquisition rights: 25,000 Number of holders: 2

Outside Directors

 Number of stock acquisition rights:—
 Number of shares subject to stockacquisition rights: — Number of holders: — Number of stock acquisition rights:—
 Number of shares subject to stockacquisition rights: — Number of holders: —Corporate Auditors

 Number of stock acquisition rights:200
 Number of shares subject to stockacquisition rights: 20,000
 Number of holders: 2

 Number of stock acquisition rights:200
 Number of shares subject to stockacquisition rights: 20,000
 Number of holders: 250

B. Significant matters regarding other stock acquisition rights
Pursuant to the resolution at the meeting of the Board of Directors held on June 4, 2014,
with regard to the “Euroyen conditional convertible bonds with stock acquisition rights
maturing in 2023” and the “Euroyen conditional convertible bonds with stock acquisition rights
maturing in 2028”, the Company acquired all the outstanding convertible bonds with stockacquisition rights as of August 4, 2014, and cancelled them as of the same date.

(3) Directors and Corporate Auditors of the Company
A. Directors and Corporate Auditors(As of December 31, 2014)

Name

Areas of responsibility andsignificant concurrent positions

Position

Naoki
IzumiyaPresident and Representative Overall Group Management
Director, CEO

Katsuyuki
Kawatsura

Executive Vice President and Public Relations Section, Human Resources Section
Representative Director
Group Food BusinessDirector of Asahi Food & Healthcare Co., Ltd.
Director of Wakodo Co., Ltd.
Director of Amano Jitsugyo Co., Ltd.

Shiro
Ikeda

Director of Asahi Professional Management Co., Ltd.
Managing Director
Corporate Social Responsibility Section, Lifestyle & Culture
Managing Corporate Officer Section, International Business Section
Group International Operations
Director of Asahi Holdings (Australia) Pty Ltd

Katsutoshi
Takahashi

Director
Corporate Officer

Procurement Section, Production Section, Logistics Section,
Research & Development Section, Agribusiness Development
Section, Intellectual Property Section, Quality Assurance
SectionGroup Soft Drinks BusinessDirector of Asahi Soft Drinks Co., Ltd.
Director of LB Co., Ltd.

Yoshihide
Okuda

Director
Corporate Officer

Audit Section, General & Legal Affairs Management Section,
Secretary Section, Finance Section, Information Technology
SectionPresident and Representative Director of Asahi Professional
Management Co., Ltd.

Akiyoshi
Koji

Director

Group Alcoholic Beverages BusinessPresident and Representative Director of
Asahi Breweries, Ltd.
51

Name
MarikoBando

Areas of responsibility andsignificant concurrent positions

Position
Outside Director

Chancellor of Educational Corporation Showa Women’s
University
President of Showa Women’s University
Director of The Institute of Women’s Culture, Showa
Women’s University
Chairman of the Board of Rural Women Empowerment andLife Improvement Association

Naoki
TanakaOutside Director

President of Center for International Public Policy Studies

IchiroIto

Outside Director

Chairman and Director of Asahi Kasei Corporation

Yoshihiro
TonozukaStanding Corporate Auditor

Corporate Auditor of Asahi Breweries, Ltd.

Yukio
KakegaiStanding Corporate Auditor

Corporate Auditor of Asahi Soft Drinks Co., Ltd.

Corporate Auditor of Asahi Food & Healthcare Co., Ltd.
Corporate Auditor of Wakodo Co., Ltd.
Corporate Auditor of Amano Jitsugyo Co., Ltd.

Naoto
Nakamura

Outside Corporate Auditor

TadashiIshizakiOutside Corporate Auditor

Katsutoshi
Saito

Outside Corporate Auditor

Partner and Attorney at Law of Nakamura, Tsunoda &Matsumoto Law OfficeOutside Corporate Auditor of Recruit Holdings Co., Ltd.
Professor of Faculty of Management and Culture, Shoin
University
Professor Emeritus, Chuo University
Chairman and Representative Director of The Dai-ichi Life
Insurance Company, Limited
Outside Director of Imperial Hotel, Ltd.
Outside Corporate Auditor of TOKYU CORPORATION

Notes:
1. Directors Mariko Bando, Naoki Tanaka and Ichiro Ito are Outside Directors as defined in Item 15,
Article 2 of the Companies Act.
2. Corporate Auditors Naoto Nakamura,Tadashi Ishizaki and Katsutoshi Saito are Outside Corporate
Auditors as defined in Item 16, Article 2 of the Companies Act.
3. The Company designated Outside Directors Mariko Bando, Naoki Tanaka and Ichiro Ito and Outside
Corporate Auditors Naoto Nakamura, Tadashi Ishizaki and Katsutoshi Saito as Independent
Directors/Auditors as defined by the Tokyo Stock Exchange and reported to the said exchange.
4. Although the Company has business transactions with The Dai-ichi Life Insurance Company, Limited
and Imperial Hotel, Ltd., there is no special business relationship that could have impact on the
Company’s management.
5. Corporate Auditor Yukio Kakegai was formerly General Manager of Audit Department of theCompany and has considerable expertise in finance and accounting.
6. Corporate Auditor Naoto Nakamura who is an attorney at law is jurisprudent, among others, tocorporate legal affairs; he also has considerable expertise in finance and accounting.
7. Corporate Auditor Tadashi Ishizaki has carried out research on accounting for many years as auniversity professor; he has considerable expertise in finance and accounting.
52

8. Directors Hitoshi Ogita and Toshio Kodato retired upon the expiry of their terms of office at theconclusion of the 90th Annual General Meeting of Shareholders held on March 26, 2014. Also,
Katsutoshi Saito was newly elected as Corporate Auditor and assumed his office at the same meeting.
9. In addition to the above, the retirement from significant concurrent positions by Directors or Corporate
Auditors during the year under review are detailed below.

Name

PositionManaging Director

Shiro Ikeda

Managing Corporate
OfficerNaoto Nakamura

Outside Director

Significant concurrent positions

Date ofupon retirement

retirement

Director of Asahi Soft Drinks Co.,Ltd.

March 24, 2014

Outside Corporate Auditor of
Mitsui & Co., Ltd.

June 20, 2014

B. Remunerations paid to Directors and Corporate Auditors
Category
Directors[of which, Outside Directors]
Corporate Auditors[of which, Outside Corporate
Auditors]

Basic remuneration
Number of
Total amount paid
persons(yen)remunerated
10260,280,000[3][31,200,000]
6[4]94,200,000[30,600,000]

Bonus
Number of
persons
remunerated
10
[3]
—
—

Total amount paid
(yen)
98,500,000[13,500,000]——

Total amount(yen)
358,780,000[44,700,000]
94,200,000[30,600,000]

Notes:
1. The figures above include Outside Corporate Auditor Takahide Sakurai, who ceased to serve as
Outside Corporate Auditor as he passed away on January 3, 2014, and Directors Hitoshi Ogita andToshio Kodato, who retired upon the expiry of their terms of office at the conclusion of the 90th
Annual General Meeting of Shareholders held on March 26, 2014.
2. A resolution authorizing payments associated with the termination of the retirement bonus system
to be paid at the time of retirement was passed at the 83rd Annual General Meeting of Shareholders
held on March 27, 2007. As of the end of the fiscal year under review, the anticipated total amountof future payments was as follows:¥19,000,000 to one Director
Total of ¥10,200,000 to two Outside Corporate Auditors
The anticipated amount of future payment to one Outside Corporate Auditor retiring at theconclusion of the 91st Annual General Meeting of Shareholders to be held on March 26, 2015, is¥6,800,000.
3. The total amount of Directors’ remunerations is ¥760 million (including ¥50 million for Outside
Directors) per year according to the resolution passed at the 83rd Annual General Meeting of
Shareholders held on March 27, 2007.
4. The total amount of Corporate Auditors’ remunerations is ¥120 million (including ¥40 million for
Outside Corporate Auditors) per year according to the resolution passed at the 83rd Annual General
Meeting of Shareholders held on March 27, 2007.

53

C. Policies concerning the setting of remunerations paid to Directors and Corporate
Auditors

Directors’ and Corporate Auditors’ remunerations amount are set within the total
amount of remunerations resolved in advance at a General Meeting of Shareholders.
Furthermore, Directors’ remunerations are set in line with a resolution at a meeting of
the Board of Directors, and Corporate Auditors’ remunerations are set by discussion by
the Corporate Auditors thereof. When remuneration-related resolutions are being madeby the Board of Directors, the Compensation Committee, having Outside Directors
making up half of its membership, acts as an advisory body to the Board of Directors,
evaluating the content of said resolutions in the interests of greater transparency andobjectivity.
It should be noted that the retirement bonus system and stock option system wereboth discontinued in 2007.
In the interests of setting Directors’ remunerations in a reasonable manner given
roles and responsibilities, the system for doing so takes into consideration each
Director’s motivational abilities in terms of ongoing enhancement of corporation
performance and value in addition to the recruitment of talented persons.
In specific terms, remunerations comprises basic remuneration (a fixed monthly
amount) and bonuses (yearly performance-linked amounts), and each item is determinedusing survey data prepared by external specialist organizations and based on duties andstatus as Director or Outside Director. In addition, bonuses are raised or lowered basedon consolidated operating income as the main index.
In the interests of setting Corporate Auditors’ remunerations in a reasonable
manner given roles and responsibilities, the system for doing so takes the recruitment of
talented persons into consideration.
In specific terms, remunerations comprises only basic remuneration (a fixedmonthly amount), and it is determined by discussion by the Corporate Auditors using
survey data prepared by external specialist organizations and based on duties and status
as Corporate Auditor or Outside Corporate Auditor.

54

D. Outside Directors and Outside Corporate Auditors

1) Major activities of Outside Directors and Outside Corporate Auditors

Category

OutsideDirector

OutsideCorporate
Auditor

Name

Number of
Number of
Board ofCorporate
Board of Directors
meetings attended Auditors meetings
attendedForm of participation

Mariko Bando

10/11

—

Ms. Bando participated in
discussions as necessary, primarily
from the perspective of her wealthof experience as an educator.

Naoki Tanaka

10/11

—

Mr. Tanaka participated in
discussions as necessary, primarily
from the perspective of his wealth ofexperience as an expert in economic
policy.

Ichiro Ito

11/11

—

Mr. Ito participated in discussions asnecessary, primarily from theperspective of his wealth ofexperience as a manager.

Naoto Nakamura

11/11

6/6

Mr. Nakamura participated in
discussions as necessary, primarily
from his expert perspective as an
attorney at law.

Tadashi Ishizaki

11/11

6/6

Dr. Ishizaki participated in
discussions as necessary, primarily
from his expert perspective as ascholar of accounting.

Katsutoshi Saito

9/9

4/4

Mr. Saito participated in discussions
as necessary, primarily from theperspective of his wealth ofexperience as a manager.

Notes:
1. In addition to the aforementioned meeting of the Board of Directors held during the fiscal year
under review, “deemed resolution in writing” pursuant to Article 370 of the Companies Act wereadopted on three occasions.
2. As Corporate Auditor Katsutoshi Saito was newly elected at the 90th Annual General Meeting of
Shareholders held on March 26, 2014, the number of Board of Directors meetings and Board of
Corporate Auditors meetings held that he could attend is different from other Directors andCorporate Auditors.

2) Summary of agreements limiting liability
The Company has entered into an agreement with each of its Outside Directors andOutside Corporate Auditors limiting his/her liability for damages as prescribed in
Paragraph 1, Article 423 of the Companies Act, to either ¥20,000,000 or theminimum amount stipulated by applicable laws and regulations, whichever is higher.

55

(4) Independent Accounting Auditor
A. Name of the Independent Accounting Auditor

KPMG AZSA LLC
B.

Remunerations paid to the Independent Accounting Auditor for the fiscal year underreview
Category

Amount payable

Remunerations paid for the fiscal year under review¥135 million
Total of cash and other financial profits payable by the Company and¥501 million
its subsidiaries to the Independent Accounting Auditor
Note:
In its agreement with the Independent Accounting Auditor, the Company makes no distinction
between the remunerations that it pays for auditing services governed by the Companies Act andfor auditing services governed by the Financial Instruments and Exchange Act. Consequently, theamount ¥135 million shown above is a sum of these two amounts.

C. Nature of non-audit professional services provided by the Independent Accounting
Auditor

The Company also assigns professional duties to the Independent Accounting
Auditor that are not statutory auditing duties as stipulated in Paragraph 1, Article 2 of
the Certified Public Accountants Law. These non-audit services include “guidance andadvisory services for conversion to International Financial Reporting Standards”.

D. Company Policy regarding dismissal of or decision not to reappoint the Independent
Accounting Auditor

Article 340 of the Companies Act stipulates that the Board of Corporate Auditors
shall be entitled to dismiss the Independent Accounting Auditor for reasons stipulated
therein. In addition, when it is reasonably recognized that the Independent Accounting
Auditor is no longer able to execute its duties in an appropriate manner, the Company,
with the prior consent of, or a request by, the Board of Corporate Auditors, shall offer tothe General Meeting of Shareholders a resolution to dismiss or not to reappoint the
Independent Accounting Auditor.

56

3. Systems to Ensure Appropriate Execution of Directors’ Duties in
Conformity With Laws and Regulations and the Articles ofIncorporation, and Other Systems to Ensure Appropriate Business
Operations
The Board of Directors passed the following resolution with respect to the abovementioned systems:
The Company has adopted the following corporate philosophy of the Asahi
Group: “The Asahi Group aims to satisfy its customers with the highest levels of quality
and integrity, while contributing to the promotion of healthy living and enrichment ofsociety worldwide”. To make these aims a reality, the Company shall:establish, in accordance with the Companies Act and the Enforcement Regulationsof the Companies Act, the following basic policies (the “Basic Policies”) to
improve systems designed to ensure appropriate business operations of theCompany and its subsidiaries (herein this section the “Group Companies”) (herein
this section the “Internal Control”);

recognize that it is the Representative Director(s) who shall assume the ultimate
responsibility for the improvement of the Internal Control in accordance with thisresolution and demand the Representative Director(s) to cause the Directors andCorporate Officers, through the respective departments and organizations they arein charge of, to develop and fully enforce individual internal regulations required
based on the Basic Policies; andtake steps to maintain and enhance the effectiveness of the Internal Control byreviewing the Basic Policies and relevant internal regulations in a timely andappropriate manner in accordance with changes in conditions and circumstances.

(1) System to ensure execution of duties by Directors and employees inconformity with laws and regulations and the Articles of Incorporation of
the Company
A.

In accordance with a statement of “Fair and Transparent Corporate Ethics” asstipulated in “Asahi Group’s Corporate Action Guidelines”, the Company shallestablish “Regulations on Corporate Ethics for the Asahi Group” and “Asahi Group
Corporate Ethics Guidelines” and procure its Directors, Corporate Auditors andemployees abide by these regulations.

B.

In accordance with internal regulations, the Company shall establish the “RiskManagement Committee”, which will oversee the compliance and risk
management of the Asahi Group. One of the committee’s members shall be an57

outside attorney-at-law.
C.

An Officer of the Company in charge shall have authority over compliance and risk
management within the Asahi Group. The sections in charge of general and legal
affairs shall handle day-to-day compliance and risk management tasks.

D.

The Company shall assign responsible persons in charge of compliance and risk
management in each Group Company. The responsible person shall make efforts toprioritize compliance in all aspects of business activities at each Group Company.

E.

The Company shall establish a “Clean Line System” for employees of the Asahi
Group, enabling them to blow the whistle on illicit behavior of others.

F.

The Company shall establish “Asahi Group’s Basic Policy on Procurement”
addressing mutual cooperation for fair deals and social responsibilities between theeach Group Company and suppliers and system that enables suppliers to blow awhistle on breaches of the Policy as necessary. The Company shall inform andspell out these measures to its suppliers to enable the Company to develop Internal
Control in cooperation with its suppliers.

G.

To ensure antisocial forces do not exert any undue influence on the Group, allrelevant information shall be shared within the Asahi Group and the Company
shall establish an internal system on the measures. The Company shall also
cooperate closely with industry bodies, local communities, the police and otherexternal specialist organizations in this area.

H.

The operational details of the aforementioned agencies and systems shall bespelled out under a separately prepared set of internal regulations.

(2) System to ensure the preservation and management of information
related to execution of duties by Directors
A.

Information related to execution of duties by Directors shall be properly preserved
and managed in accordance with “Document-Management Regulations” and otherrelated internal regulations.

B.

The aforementioned information shall be preserved and managed in a way
accessible by Directors and Corporate Auditors for inspection at any time.

C.

Control over the clerical tasks related to preservation and management of theaforementioned information shall be determined in accordance with internal
regulations.

58

(3) Regulations and other organizational structures to manage risk of lossA.

The Company shall develop and adopt “Asahi Group Risk Management
Regulations” and shall affirm them as the highest standards governing risk
management within the Asahi Group. It shall also establish a manual on theRegulations and disseminate the same among all over the Group.

B.

In addition to having the appropriate sections manage risk in their respective areas,
the “Risk Management Committee” shall perform comprehensive risk management
across the entire Asahi Group. The “Risk Management Committee” shallperiodically analyze and evaluate risks in accordance with internal regulations
cited in the previous paragraph and, when necessary, carry out comprehensive
reviews of the risk management system. Utmost attention shall be paid to the riskof failing to maintain product quality. As a food and drink manufacturing group,
the Asahi Group strongly recognizes their social responsibility to consumers toensure the safety of their products.

C.

In the event of any major accident, disaster or scandal, the Company shall establish
a “Crisis-Response Meeting” chaired by a Representative Director.

(4) System to ensure efficient execution of duties by Directors
A.

To ensure efficient performance of duties by Directors, the “Board of Directors”
shall divide duties in a reasonable way to be delegated to different Directors andshall appoint appropriate persons as Corporate Officers in charge of different
sections.

B.

The Company shall establish “Regulation of Authority” stipulating rules ofdelegation of power and for a mutual checks-and-balances mechanism among
different sections.

C.

The Company shall ensure effective utilization of the system of the “Corporate
Strategy Board”.

D.

To maximize operational efficiency, the Company shall utilize indices that provide
an objective and rational way of measuring its management and control ofoperations; and it shall employ a unified system of follow-up and evaluation.

59

(5) System to ensure appropriate operations of the corporate groupconsisting of the Company and its parent (if any) and its subsidiaries
A.

All systems required for the Internal Control, including those for compliance andrisk management, shall apply comprehensively across the entire Asahi Group. As
the holding company, the Company shall manage and operate the said systems of
the Group Companies in accordance with the conditions and circumstancesindividual companies are facing.

B.

The section in charge of internal auditing in the Company shall get a grasp of andevaluate the Internal Control and discipline in day-to-day tasks within the Asahi
Group by directly and indirectly auditing the Group Companies. In addition,
regarding the Internal Control related to financial reporting, the organization in
charge of evaluation established within the Asahi Group shall conduct theevaluation on the Internal Control of the Group Companies and submit the relevant
reports.

C.

Each of the Group Companies shall be required to provide reports on performanceof its operations including risk-related information, to the Corporate Auditors of
the Company.

D.

Decision-making authority related to business activities of the Group Companies
shall be subject to the document entitled “Asahi Group’s Regulation of Authority”.

(6) Securement of employees in the event that Corporate Auditors request
staff to assist in their auditing duties
The “Board of Corporate Auditors” shall appoint staff to serve the Board of
Corporate Auditors, for assistance in the day-to-day activities of the Corporate Auditors.

(7) Independence of employees assigned to assist the Corporate Auditorsfrom the Directors
A.

When a member of the staff who serves the Board of Corporate Auditors, as
stipulated in the previous paragraph, receives an order from a Corporate Auditor in
relation to auditing duties, he/she shall not be subject to directives or orders from
Directors or other employees regarding that order.

B.

Any issuance of orders to, personnel transfers of, merit evaluations of, or
reprimands of a member of the staff who serves the Board of Corporate Auditors
shall require the prior concurrence of Corporate Auditors.

60(8) System for Directors’ and employees’ reporting to Corporate Auditors;

system relating to other reporting to Corporate Auditors
A.

Directors and employees shall report regularly to Corporate Auditors on mattersrelated to the Internal Control, and shall report on an as-needed basis when asignificant event occurs. When necessary, the Corporate Auditors shall be entitled
to request reports from the Directors and employees (including from Directors andemployees of the Group Companies).

B.

Directors shall ensure that Corporate Auditors have every opportunity toparticipate in discussions of important bodies, etc. such as the “Board of Directors”
meetings, the “Corporate Strategy Board” meetings and the “Risk Management
Committee” meetings. Directors shall provide details of the agenda items of suchmeetings beforehand for Corporate Auditors.

C.

Corporate Auditors shall at all times have the right to review the minutes ofimportant meetings, documents of approval, etc.

(9) Other systems ensuring effective auditing by Corporate Auditors
To ensure the effectiveness of auditing activities, Directors shall ensure
opportunities for Corporate Auditors to exchange information and opinions regularly
with members of the section in charge of internal auditing of the Company and with the
Independent Accounting Auditor.

61

The corporate governance system of the Company is shown in the chart below.

62

4. Basic Policy Concerning the Persons Who Control Decisions on the
Company’s Financial and Business Policy(1) Basic policy
According to the Company’s view, the persons who control decisions on its
financial and business policy must properly grasp various matters concerning its
business, including the initiatives to “create appealing products”, to “care about quality
and craftsmanship” and to “convey the sense of joy to customers”, which form thesource of the corporate value of the Asahi Group, and other tangible and intangible
management resources thereof, potential effects of forward-looking measures and otheritems that constitute the corporate value, and must enable to maintain and enhance the
Asahi Group’s corporate value as well as the common interests of shareholders
continuously and sustainably.
Upon facing a proposal of large-scale share purchases, the Company is not always
in a position to automatically object to the purchases if it is a so-called hostile takeover,which is pursued without approval from the Board of Directors provided that suchtakeover is intended to contribute to the enhancement of the corporate value and thecommon interests of shareholders of the Company. Also, the Company recognizes thatthe final decision as to whether to accept a proposal for an acquisition of shares in the
Company that would lead to a transfer of control of the Company should be made basedon the will of the shareholders as a whole.
It shall be noted, however, that there are not a few cases of large-scale sharepurchases that would not contribute to the enhancement of the corporate value and thecommon interests of shareholders of a company, including ones that would, in light of
their purposes, cause obvious damage to the corporate value and the common interestsof shareholders or could effectively coerce shareholders to sell their shares, ones that thepurchaser does not provide information and/or time reasonably necessary for the target
company’s board of directors and shareholders to review and examine details of the
proposed purchase or for the target company’s board of directors to make an alternative
proposal, and ones where the target company’s board of directors would have to
conduct negotiation with the purchaser so as to seek more favorable terms than thoseinitially proposed by the purchaser.
The person who intends to conduct a large-scale purchase of shares in the Company
must have an understanding of the source of the Asahi Group’s corporate value andhave the capability to maintain and enhance it in the medium and long term; otherwise,
the Asahi Group’s corporate value and the common interests of shareholders would bedamaged.
The Company thus believes that it is necessary to protect the Asahi Group’s
corporate value, and in turn, the common interests of shareholders, from such large63

scale share purchases.

(2) Framework that contributes to realization of the basic policy
A. Special Measures Contributing to Realization of the Basic Policy
In its “Long-Term Vision 2020”, the Company sets out its aim: “Striving to bea corporate group trusted around the world through the Kando of food(deliciousness, happiness and innovation)”. To fulfill this Vision, initiatives in its
three-year plan “Medium-Term Management Plan 2015” were launched on agroup-wide scale, aimed at enhancing corporate value through the promotion of“Value and Network Management”.
In the “Medium-Term Management Plan 2015”, the Company focuses on the“strengths” that it developed and acquired over the years, such as its brand,
technologies and cost competitiveness, and leverages them for the creation of newvalues and innovation. The Company will also seek to maintain long-term stable
growth by the above mentioned strategies and further expanding its domestic andoverseas networks. Giving utmost priority to growth of its sales and profit, theGroup will work together for the continual increase in key performance indicators
ROE (return on equity) and EPS (earnings per share) by improving capitalefficiency through such means as increase of shareholder returns.
The Company believes that by diligently implementing “Medium-Term
Management Plan 2015” with the Group acting as a whole in pursuit of the goals of“Long-Term Vision 2020”, it can significantly strengthen the relationship of trust
between the Asahi Group and its stakeholders, and in addition, can secure andenhance corporate value, and thus, the common interests of shareholders.
The Company is striving to further strengthen its corporate governance for the
aforementioned measures.
By introducing a corporate officer system on March 30, 2000, the Company
separated the management decision-making and execution functions with a view tospeeding up execution of business decisions and endeavored to strengthen the
supervisory function of the Board of Directors. In addition, the Company has
appointed three Outside Directors and three Outside Corporate Auditors as
independent directors/auditors as defined by the Tokyo Stock Exchange andreported to the exchange to that effect.
Furthermore, the Company operates a system that facilitates checks by Outside
Directors/Corporate Auditors by establishing the “Nomination Committee” and the“Compensation Committee”, both of which act as an advisory body to the Board of
Directors and include Outside Directors as members.
64In order to further clarify the accountability of the management to shareholders,the Company shortened the term of office of its Directors from two years to one
year at the 83rd Annual General Meeting of Shareholders held on March 27, 2007.
By transitioning to a pure holding company structure on July 1, 2011, theCompany strengthened its business platforms through the pursuit of specializationand the clarification of authorities and responsibilities of each business section, as
well as promoted the expansion of domestic and overseas business networks inorder to enhance its corporate value.
B. Efforts to prevent decisions on the Company’s financial and business policy
from being controlled by any person who is inappropriate according to thebasic policy
The Company will take appropriate measures against any person who attempts
to make a large-scale purchase to the extent permitted by the Financial Instruments
and Exchange Act, the Companies Act and other related laws and regulations suchas requesting provision of necessary and sufficient information for shareholders toproperly determine whether to approve or disapprove the large-scale purchase,
disclosing the opinions, etc. of the Board of Directors of the Company andendeavoring to secure enough time for shareholders to contemplate the large-scalepurchase.

(3) Judgment of the Company’s Board of Directors regarding the specificmeasures and reasons therefor
The measures described above in A of (2) conform to the basic policy of theCompany as described above (1), are fully compatible with the corporate value and thecommon interests of shareholders of the Asahi Group including the Company, and arenever implemented for the purpose of maintaining the status of Directors and Corporate
Auditors of the Company.

Note:
The stated amounts in the Business Report are the figures after truncating fractions less than the
representative unit, and the stated percentages are the figures after rounding off fractions to therepresentative unit.
65

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETS
As of
December 31, 2014

Million yen
As ofDecember 31, 2013
(Reference)

ASSETS
Current assets:
Cash and deposits
Notes and accounts receivable
Merchandise and finished goods
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

65,064
353,704
82,11742,431
13,01253,042(5,529)603,842

42,200317,106
81,562
36,74015,50444,893(3,117)534,890

Fixed assets:
Tangible fixed assets:
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Lease assets
Construction in progress
Other tangible fixed assets
Total tangible fixed assets

169,283
135,064
56,993202,051
21,294
20,617
109605,415

164,605
120,984
51,541
206,110
21,423
19,436
117584,219

Intangible fixed assets:
Goodwill
Other intangible fixed assets
Total intangible fixed assets

195,859
99,930295,790

196,20393,822290,025

375,044
2,335
12,49019,252
9,448
16,116(3,124)
431,561
1,332,767
1,936,609

331,427
6,962
9,079
—
9,120
31,476(5,647)
382,419
1,256,665
1,791,555

Investments and other assets:
Investment securities
Long-term loans receivable
Long-term prepaid expenses
Asset for retirement benefit
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets

66

CONSOLIDATED BALANCE SHEETS

LIABILITIESCurrent liabilities:
Notes and trade accounts payable
Short-term borrowings
Commercial paper
Bonds due within one year
Lease obligations
Alcohol tax payable
Consumption taxes payable
Income taxes payable
Other accounts payable
Accrued expenses
Deposits received
Allowance for employees’ bonuses
Other current liabilities
Total current liabilities

As ofDecember 31, 2014

Million yen
As ofDecember 31, 2013
(Reference)

130,402
184,879
76,00020,0008,486
110,361
26,61727,39673,097
71,137
18,2554,685
6,054
757,374

118,650
134,334
67,00020,0008,532
110,371
10,34432,151
68,457
66,76518,0874,284
7,102
666,081Long-term liabilities:
Bonds
Long-term borrowings
Lease obligations
Allowance for employees’ severance and retirement benefits
Allowance for retirement benefits for directors and corporate
auditors
Liability for retirement benefit
Deferred tax liabilities
Asset retirement obligations
Other long-term liabilities
Total long-term liabilities
Total liabilities

113,000
40,846
14,810—148,937
33,45014,713
22,581

302
26,525
48,611430
38,198282,724
1,040,099

192—
37,745429
39,942297,993964,074

NET ASSETS
Shareholders’ equity:
Capital stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity

182,531
143,339
477,427(58,176)
745,120

182,531
152,537
428,661(40,032)
723,698

Accumulated other comprehensive income:
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustments
Accumulated adjustments for retirement benefit
Total accumulated other comprehensive income
Minority interests
Total net assets
Total liabilities and net assets

28,850(218)
107,832(492)
135,970
15,419896,510
1,936,609

20,981
223
74,390—95,595
8,186
827,481
1,791,555

67

CONSOLIDATED STATEMENTS OF INCOME

For the year ended
December 31, 2014

Million yen
For the year ended
December 31, 2013
(Reference)

1,785,478
1,073,439
712,039583,733
128,305
13,161
453
1,840
1,404

1,714,237
1,032,853
681,383
563,916
117,467
13,101
387
1,602
747

8,025
1,437
8,299
3,686
4,612
133,168
34,09916,243611—
16,994250
38,131
4,166
—
28
23
23,701
5,686
4,525
129,136

8,822
1,541
6,955
3,595
3,360
123,612
4,344
1,501
988
1,564
—
289
17,485
4,508
39
5
12
7,473
3,388
2,057
110,470

Income taxes－current

52,01848,537

Income taxes－deferred

7,934
69,183
65
69,11889
61,84495
61,749Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income:Interest income
Dividend income
Foreign exchange gains
Equity in net income of non-consolidated subsidiaries andaffiliated companies
Other non-operating income
Non-operating expenses:
Interest expenses
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sales of fixed assets
Gain on sales of investment securities
Gain on transfer of businessSettlement received
Other extraordinary gains
Extraordinary losses:
Loss on sales and disposal of fixed assets
Loss on sales of shares of affiliates
Loss on sales of investment securities
Loss on devaluation of investment securities
Impairment loss on fixed assets
Business integration expenses
Other extraordinary losses
Income before income taxes and minority interests

Income before minority interests
Minority interests
Net income

68CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Million yen

For the year ended December 31, 2014
Shareholders’ equity

Balance as of Jan. 1, 2014

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total
shareholders’equity182,531

152,537

428,661(40,032)

723,698

Changes during the term
Dividends(20,353)(20,353)

Net income (loss)

69,118

69,118Acquisition of treasury stock
Disposal of treasury stock(9,198)(50,378)(50,378)

32,23423,036

Other changes in nonshareholders’ equity items
during the term (net)Total changes during the term—

(9,198)48,765(18,144)

21,422

Balance as of Dec. 31, 2014

182,531

143,339

477,427(58,176)

745,120

Accumulated other comprehensive income
Valuation
Deferred gains
difference onor losses onavailable-forhedges
sale securities

Balance as of Jan. 1, 2014

20,981

223

Foreigncurrencytranslation
adjustments

74,390Total
Accumulated
accumulated
adjustments forotherretirement
comprehensive
benefitincome—95,595

Minority
interests

Total net
assets8,186

827,481

Changes during the term
Dividends(20,353)

Net income (loss)

69,118Acquisition of treasury stock(50,378)

Disposal of treasury stock

23,036

Other changes in nonshareholders’ equity items
during the term (net)

7,868

(442)

33,441(492)

40,374

7,232

47,606

Total changes during the term

7,868

(442)

33,441(492)

40,374

7,232

69,029Balance as of Dec. 31, 2014

28,850(218)

107,832(492)

135,970

15,419896,51069

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis for Preparation of Consolidated Financial Statements(1) Items in the scope of the consolidation
1) Consolidated subsidiaries
a. Number of consolidated subsidiaries: 106
b. Principal consolidated subsidiaries
Please see Item 1 of the “Business Report” (“Overview of Operations of the Asahi
Group, section (7) ‘Principal Subsidiaries’”), for a summary of the current status ofprincipal consolidated subsidiaries.
c. Changes in the scope of consolidation
Companies added to the scope of consolidation during the consolidated fiscal year underreview were Etika Dairies Sdn. Bhd. and fifteen (15) other companies (the Etika group);
Nadaman Co., Ltd., and three (3) other companies due to the acquisition of their shares;
Asahi Loi Hein Company Limited due to its incorporation; and Yeastock, Ltd., due to its
increased significance following the additional acquisition of its shares.
A company removed from the scope of consolidation during the consolidated fiscal year
under review was Asahi Beer (Shanghai) Product Services Co., Ltd., due to liquidation.
2) Non-consolidated subsidiaries
a. Principal non-consolidated subsidiary
Demball Limitedb. Rationale for exclusion from the scope of consolidation:
The non-consolidated subsidiary is small in terms of total assets, sales, net profit or loss,
and retained earnings (amount corresponding to equity ownership); it has no material
impact as a whole on the consolidated financial statements and is thus excluded from thescope of consolidation.
(2) Items concerning application of the equity method
1) Number of companies subject to application of the equity method: 121
a. Non-consolidated subsidiaries subject to application of the equity method: 2
Asahi Group Engineering Co., Ltd. and The Mill Retail Holdings Limited
Yeastock, Ltd., was excluded from the scope of non-consolidated subsidiaries subject toapplication of the equity method, beginning from the fiscal year under review, because
the additional acquisition of its shares has increased its materiality.
b. Affiliates subject to application of the equity method: 119
These include Asahi Business Solutions Corp., Shenzhen Tsingtao Beer Asahi Co., Ltd.,70

Asahi & Mercuries Co., Ltd., Tsingtao Brewery Co., Ltd., China Foods Investment
Corp., Tingyi-Asahi Beverages Holding Co., Ltd. and 107 other affiliated companies,
one (1) affiliated company of Mountain H2O Pty Ltd., Shanghai Jiayou Investment
Management Co., LTD., PT Indofood Asahi Sukses Beverage, Asahi Beer
Communications, Ltd., Nippon Shoni-iji Shuppansha Co., Ltd. and Lotte Asahi Co., Ltd.
Nine (9) affiliates of Tingyi-Asahi Beverages Holding Co., Ltd. became subject toapplication of the equity method during the consolidated fiscal year under review due totheir incorporation.
2) Principal non-consolidated subsidiaries and affiliates not subject to application of the equity
methoda. Principal non-consolidated subsidiary:

Demball Limitedb. Principal affiliate:

Asahi Business Produce Co., Ltd.

c. Rationale for not applying the equity method to the non-consolidated subsidiaries andaffiliates:
The companies not subject to application of the equity method have an extremely slight
impact on net profit or loss and retained earnings (amount corresponding to theCompany’s equity ownership); they have no material impact as a whole on the
consolidated financial statements and thus the equity method was not applied.
(3) Accounting period of the consolidated subsidiaries
Among the consolidated subsidiaries, the closing date of Asahi Beer U.S.A., Inc., and six (6)companies of the Etika group is September 30, that of Nadaman Co., Ltd., and two (2) othercompanies is April 30, that of Asahi Loi Hein Company Limited is March 31 and that of
Nadaman Hong Kong Company Limited is January 31. Because these closing dates aredifferent from that of the Company, a provisional fiscal year ending at December 31 wasused for these companies for consolidation purposes. All other consolidated subsidiaries
have the same closing date as the Company.
(4) Significant accounting policies
1) Basis and methods of valuation for significant assets
a. Valuation basis and method for securities
Held-to-maturity debt securities: Stated at the amortized cost.
Other securities:
Securities with market value
Carried at the average market value for the month immediately preceding theconsolidated balance sheet date (related valuation differences are directly charged
or credited to net assets, and the cost of securities sold is computed by the71

moving-average method).
Securities without market value
Stated at cost based on the moving-average method.
b. Valuation basis and method for derivatives
Market price method
c. Valuation basis and method for inventories
Merchandise and finished goods
Stated at cost determined mainly by the weighted-average method (write-downs
to net selling value regarded as decreased profitability).
Raw materials and supplies
Stated at cost determined mainly by the moving-average method (write-downs to
net selling value regarded as decreased profitability).
2) Depreciation methods for major assets
Tangible fixed assets (excluding lease assets):
Tangible fixed assets are mainly depreciated using the straight-line method.
The estimated useful lives of the assets are based mainly on the same standards as
those specified in the Corporation Tax Act.
Intangible fixed assets (excluding lease assets):
Intangible fixed assets are amortized using the straight-line method.
The estimated useful lives of the assets are based mainly on the same standards as
those specified in the Corporation Tax Act.
Software for internal use is amortized by the straight-line method over a useful life of
five (5) years. Trademark rights are mainly amortized over twenty (20) years using thestraight-line method.
Lease assets:
Finance leases that do not transfer ownership rights are amortized to a residual valueof zero using the straight-line method, with the lease period as the estimated usefullife.
3) Accounting criteria for major allowances
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimated uncollectible
amounts with respect to certain identified doubtful receivables and the amounts
calculated using the rate of actual collection losses with respect to the other receivables.
Allowance for employees’ bonuses:72

An allowance for employees’ bonuses is provided at the estimated amount applicableto the consolidated fiscal year under review.
Allowance for retirement benefits for Directors and Corporate Auditors:
Some of the consolidated subsidiaries calculate the required amount as of the end of
the consolidated fiscal year under review, based on internal regulations, in
preparation for payment of retirement benefits to Directors and Corporate Auditors.
4) Accounting method concerning retirement benefits
a. Method of attributing projected retirement benefits to periods of service
In calculating retirement obligations, the straight-line method is mainly applied for
attribution of projected benefits to the periods of service until the end of the fiscal year
under review.
b. Method of amortization of actuarial gain or loss and prior service costs
Actuarial gain or loss is amortized using the straight-line method over the determined
years (mainly 10 years) within the average remaining years of service at the time ofoccurrence, beginning from the fiscal year following the year of occurrence.
Prior service costs are amortized using the straight-line method over the determined
years (mainly 10 years) within the average remaining years of service at the time ofoccurrence.
5) Significant hedge accounting method
a. Hedge accounting method
The Company defers gains or losses on its hedges.
For currency swaps, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations. For interest
rate swaps, the Company applies exceptional treatment when the swap in question meetsthe conditions for application of such exceptional treatment.
b. Hedging instruments and hedged items
Hedging instruments:

Currency swaps, foreign exchange contracts, interest rate
swaps and commodity swaps

Hedged items:

Transactions in foreign currencies, interest on borrowings
and purchases of raw materialsc. Hedging policy
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets, interest rates and raw materials costs and to reduce the costs offinancing. It is the Company’s policy not to engage in speculative transactions that73

deviate from real demand or in highly leveraged transactions.
d. Method of evaluating the effectiveness of hedging
The Company assesses the effectiveness of its hedges by comparing changes in themarket values of the hedged items and of the hedging instruments over the entire periodof the hedge.
When the Company allocates differences in the values of hedging instruments or when it
accounts for the value of swaps under exceptional treatment, these determinations allow
it to forgo evaluation of the effectiveness of hedges in these cases.
6) Method and period of amortization of goodwill
Goodwill is amortized by the straight-line method over a five (5) to twenty (20) years period.
However, immaterial goodwill is entirely amortized for the fiscal year of occurrence.
7) Other significant items associated with the preparation of consolidated financial statements
Treatment of consumption taxes
Consumption taxes are mainly excluded from the statements of income, except in thecase of non-deductible consumption taxes related to fixed assets that are charged whenincurred.

74

2. Notes on Changes in Accounting Policies(1) Changes in Accounting Policies that are Difficult to Distinguish from Changes in
Accounting Estimates
Change in the depreciation method for tangible fixed assets
Under the previous medium-term management plan (2010–2012), the Asahi Group aimed atincreasing the ratio of the sales of international operations to expand its overseas business
operations. The current medium-term management plan (2013–2015) also targets continued
further expansion of the international network.
The Asahi Group has promoted efforts to achieve optimal production at home and abroad
through the concentration of production bases and the generalization of production equipment,
which has brought stable improvement in capacity utilization. In the Soft Drinks businesssegment, the domestic soft drinks business of Calpis Co., Ltd., was shifted and integrated into
Asahi Soft Drinks Co., Ltd., in September 2013, and Calpis Co., Ltd., became an operatingcompany specializing in the production of the products.
On this occasion, we deliberated on the method of depreciation for tangible fixed assets toensure a fair comparison of the business results of the Group companies at home and abroad
and to better reflect the status of utilization of the Group’s tangible fixed assets, which havelittle risk of economic obsolescence and are expected to continue to achieve stable capacity
utilization. As a result, we decided to apply the straight-line method throughout the Group,
instead of the declining-balance method, which had been applied by the Company and somedomestic consolidated subsidiaries.
This change resulted in an increase of ¥4,960 million each in the consolidated operating
income, recurring profit and income before income taxes and minority interests for the fiscal
year under review.
(2) Changes in Accounting Policies
Application of the Accounting Standard for Retirement Benefits
Effective from the end of the fiscal year under review, we have applied “the AccountingStandard for Retirement Benefits” (ASBJ Statement No. 26, May 17, 2012, hereinafter the“Accounting Standard”) and “the Guidance on Accounting Standard for Retirement Benefits”(ASBJ Guidance No. 25, May 17, 2012, hereinafter the “Guidance”), except for the provisions
in the main clause of Paragraph 35 of the Accounting Standard and Paragraph 67 of the
Guidance. According to this application, an amount obtained by deducting the amount of plan
assets from retirement benefit obligation is recognized as liability for retirement benefit (orasset for retirement benefit, if the plan assets exceed the retirement benefit obligation), andunrecognized actuarial gain or loss and unrecognized prior service costs are recognized as75

liability for retirement benefit.
For the application of the Accounting Standard and the Guidance, we follow the transitional
treatment provided for in Paragraph 37 of the Accounting Standard. Accordingly, the effect of
this change is reflected in accumulated adjustments for retirement benefit plans under
Accumulated other comprehensive income as of the end of the fiscal year under review.
As a result, at the end of the fiscal year under review, asset for retirement benefit of ¥19,252
million and liability for retirement benefit of ¥26,525 million were reported, and there was adecrease of ¥492 million in accumulated other comprehensive income.
3. Notes to the Consolidated Balance Sheets(1) Pledged assets and secured liabilities
The following assets have been provided as collateral for short-term borrowings of¥379 million and long-term borrowings of ¥729 million:
Machinery, equipment and vehicles:¥1,694 million(2) Accumulated depreciation of tangible fixed assets:¥792,805 million(3) Contingent liabilities
Guarantees:¥3,442 million(4) Matured notes at term-end
The balance sheet date for the term fell on a bank holiday, and trade notes with maturity on
the balance sheet date were cleared on the clearing houses the next business day. Current
assets and current liabilities thus respectively include notes receivable and notes payable
with maturity on the balance sheet date as follows:
Notes receivable:¥257 million

Notes payable:¥119 million

4. Notes to the Consolidated Statements of Income
Non-operating expenses
Among non-operating expenses, “Other non-operating expenses” include goodwill
amortization costs of ¥424 million arising in relation to the holding company of affiliates
subject to application of the equity method.

76

5. Notes to the Consolidated Statements of Changes in Net Assets(1) Total number of the issued shares as of the end of the consolidated fiscal year underreview
Common stock

483,585,862 shares(2) Dividends from surplus distributed during the consolidated fiscal year under review
1) It was resolved at the 90th Annual General Meeting of Shareholders of March 26, 2014 as
follows:
Item related to dividends on common stock
Total amount of dividends:¥9,938 million
Dividend per share:¥21.50Record date:
December 31, 2013
Effective date:
March 27, 2014
2) It was resolved at the Board of Directors Meeting of August 6, 2014, as follows:
Item related to interim dividends on common stock
Total amount of interim dividends:¥10,415 million
Interim dividend per share:¥22
Record date:June 30, 2014
Effective date:August 29, 2014
(3) Dividends from surplus to be distributed after the final day of the consolidated fiscal
year under review
The following item has been placed on the agenda for approval at the 91st Annual General
Meeting of Shareholders scheduled for March 26, 2015.
Item related to dividends on common stock
Source of dividends:
Retained earnings
Total amount of dividends:¥10,639 million
Dividend per share:¥23
Record date:
December 31, 2014
Effective date:
March 27, 201577

(4) Number of shares subject to stock acquisition rights upon exercise thereof at the end of
the consolidated fiscal year under review
1) The Third Issue of stock acquisition rights (issued March 30, 2005)
Number of stock acquisition rights:

1,945

Class and number of shares subject to the stock acquisition rights:
194,500 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥1,374

March 30, 2007 to March 29, 2015

2) The Fourth Issue of stock acquisition rights (issued March 30, 2006)
Number of stock acquisition rights:

4,479

Class and number of shares subject to the stock acquisition rights:
447,900 shares of common stock
Amount to be paid in per share upon exercise of the stock acquisition rights:
Exercise period:¥1,688March 30, 2008 to March 29, 2016

(5) Treasury stock
Type of stock

Number of shares asof Jan. 1, 2014

Increaseduringthe year

Decreaseduringthe year

Number of shares asof Dec. 31, 2014

Common stock

21,352,561

15,596,175

15,964,674

20,984,062(Reasons for change)
The increase in the number of shares was the result of the following:
Increase resulting from purchases of Less-than-One-Unit Shares from shareholders
upon request:

120,375 shares

Increase resulting from acquisition of treasury stock

15,475,800 shares

The decrease in the number of shares was the result of the following:
Decrease resulting from sales of Less-than-One-Unit Shares to shareholders uponrequest:165 shares
Decrease resulting from exercise of stock options:349,700 shares
Decrease resulting from exercise of rights (conversion) of convertible bonds with stockacquisition rights:
15,614,809 shares

6. Notes on Financial Instruments(1) Financial instruments
1) Policy on handling of financial instruments
The Company and its principal consolidated subsidiaries procure necessary funds via loans
from financial institutions and by issuing commercial paper and bonds while taking into
account the changing business environment. In doing so, the Company and its principal
78

consolidated subsidiaries consider the balance between direct or indirect financing as well as
short and long-term debt based on fund procurement costs and risk diversification. Looking
to use funds efficiently, the Group introduced a cash management system among theCompany and its principal consolidated subsidiaries to reduce consolidated interest-bearing
debt. If surplus funds are generated temporarily, as a result, the Company invests it only insafe financial instruments.
The Company’s policy is to use derivatives trading only to hedge risks to be discussed later,and not for speculation.
2) Details of financial instruments and risks
Trade receivables of the Group companies, including notes and accounts receivable andlong-term loans receivable, are exposed to client credit risks. Additionally, foreign currencybased trade receivables are exposed to currency fluctuation risk as well.
Investment securities of the Company and the Group companies include stocks and bonds
regarding business partners and are thus exposed to risks of the stock or bond issuer (i.e., thebusiness partner) as well as market price fluctuation risk. Of these, foreign currency-based
investment securities are exposed to currency fluctuation risk as well.
Trade payables of the Group companies, including notes and trade accounts payable andother accounts payable, generally have a due date of one (1) year or less. Foreign currencybased trade payables are exposed to currency fluctuation risk as well.
Commercial paper, borrowings, and bonds are exposed to liquidity risk, the risk of being
unable to make payment on the due date due to deterioration in the funds procurement
environment. Some of the Company’s borrowings are based on variable interest rates, forwhich the Company hedges risks using interest rate swaps.
Foreign currency-based borrowings are exposed to currency fluctuation risk as well.
Derivatives trades include currency swap transactions and foreign exchange contracts tohedge against foreign exchange fluctuation risks related to foreign-currency based
receivables and payables, interest rate swap transactions to hedge against interest rate risks
on borrowings, and commodity swap transactions and currency option transactions to hedge
against price fluctuation risks when consolidated subsidiaries procure raw materials.
For hedging instruments, hedged items, hedging policy, and method of evaluating theeffectiveness of the hedging for the hedge accounting, please see “Significant hedge
accounting method” within “Significant accounting policies” discussed earlier.
3) Risk management system relating to financial instruments
a. Credit risk management (managing risks related to business partners not fulfilling contract
obligations)
In accordance with accounting rules and their detailed regulations, each business section79

or sales management section of the Group companies regularly monitors trade receivables
and long-term loans to major business partners. The above sections also routinely check the
management status of deadlines and balances for each business partner. In collaboration
with each of the sales sections, the Group companies monitor non-performing assets andtheir collection status.
When executing derivatives transactions, the Company as a rule limits its transactions tofinancial institutions with high credit ratings to minimize credit risk.
b. Managing market risks (foreign exchange and interest rate fluctuation risks)
Looking to reduce foreign exchange fluctuation risks on future foreign currency-based
cash flows ascertained by each currency, the Company and its principal consolidated
subsidiaries mainly use foreign exchange contracts. The Company and its principal
consolidated subsidiaries also engage in interest rate swap transactions to avoid interest rate
fluctuation risks relating to borrowings, and in commodities swap transactions to avert risksof fluctuations in raw materials prices.
For investment securities, each of the Group companies regularly monitors their market
values and financial status of the issuers (the Group company’s business partners) andreviews the Group company’s holdings on a consistent basis based on its relationship withbusiness partners.
The Company’s Finance Section engages in derivatives transactions in accordance withthe derivatives transaction management rules which stipulate the transaction policy andtrading authority and reports the transactions to the executives in charge of finance pursuant
to the regulation of authority. Consolidated subsidiaries also manage their trading according
to the Company’s rules.
c. Managing liquidity risk related to funds procurement (risk of being unable to makepayment on the due date)Since the Company and its principal consolidated subsidiaries have introduced the cash
management system, the Company manages liquidity risks of those companies participatingin this system.
Based on reports from each section and each company, the Company’s Finance Section
manages liquidity risk by creating and updating its cash management plan as necessary andby engaging in efficient fund procurement while reducing short-term liquidity.

80

(2) Market value of financial instruments
The amount recorded on the consolidated balance sheets at the end of the consolidated fiscal
year under review, the market value and the difference between the two are shown below foreach financial instrument.
Financial instruments with respect to which the Company considers deriving the market value
to be extremely difficult are not included in the table (see Note 2).
Million yen

Amounts
recorded on the
consolidatedbalance sheets
65,064
353,704(3,555)350,148

Market value

Difference(1) Cash and deposits
65,064—(2) Notes and accounts receivable
Allowance for doubtful accounts (*1)
Notes and accounts receivable (net)350,148—(3) Investment securities
A. Shares in affiliates
94,060226,134
132,074
B. Other securities
125,281
125,281—(4) Long-term loans receivable (*2)
5,600
Allowance for doubtful accounts (*3)
(3,092)Long-term loans receivable (net)
2,507
2,489
(18)
Total assets
637,062
769,117
132,055(1) Notes and trade accounts payable
130,402130,402—(2) Short-term borrowings
173,938
173,938—(3) Commercial paper
76,00076,000—(4) Other accounts payable
73,09773,097—(5) Deposits received
18,255
18,255—(6) Bonds (*4)
133,000
134,308
1,308(7) Long-term borrowings (*5)
51,78752,719932(8) Lease obligations (*6)
23,29623,889592
Total liabilities
679,777
682,610
2,833
Derivatives (*7)57
57—(*1) Allowances for doubtful accounts recorded under notes and accounts receivable are excluded.
(*2) Long-term loans receivable within one (1) year are included.
(*3) Allowances for doubtful accounts recorded individually under long-term loans receivable areexcluded.
(*4) Bonds due within one (1) year are included.
(*5) Long-term borrowings due within one (1) year are included.
(*6) Lease obligations (current liabilities) are included.
(*7) The net amount of receivables and payables accrued from derivatives transactions are indicated.
Note 1. Calculation methods for deriving market values of financial instruments, items relating tosecurities and derivatives transactions
Assets(1) Cash and deposits, (2) Notes and accounts receivable
Book value is used because these items are settled in a short time, making their market value
about equivalent to their book value.
(3) Investment securities
Market value at financial instruments exchange is used for stock, whereas the value indicatedby the financial institution with which the Company does business is used for debt securities
and others.
81(4) Long-term loans receivable
The market value of long-term loans receivable is calculated by discounting the expected valueof principal and interest receivable by the interest rate expected if a similar new loan were to beissued, thereby deriving the present value.
Liabilities(1) Notes and trade accounts payable, (2) Short-term borrowings, (3) Commercial paper, (4)Other accounts payable, and (5) Deposits received
Book value is used because these items are settled in a short time, making their market value
about equivalent to their book value.
(6) Bonds
The market value of the bonds the Company issues is the market price thereof.
(7) Long-term borrowings
The market value of long-term borrowings is calculated by taking the total amount of principal
and interest and discounting it by the interest rate expected if a new borrowing were to be taken
out, thereby deriving the present value. Long-term borrowings with variable interest rates are
subject to exceptional treatment for interest rate swaps. These are calculated by discounting thetotal amount of principal and interest involved in the interest rate swap concerned by theinterest rate deemed appropriate if a similar borrowing were to be taken out, thereby deriving
the present value.
(8) Lease obligations
The market value of lease obligations is calculated by taking the present value of the obligation
concerned – discounting the total amount of principal and interest by the interest rate expected
if a similar, new lease obligation were to be incurred.
Derivatives transactions
The Company considers the price indicated by the financial institution, etc. with which it does
business as the market value. However, since derivatives transactions subject to exceptional
treatment for interest rate swaps are processed as part of long-term borrowings subject to hedging,the market value of these derivative transactions are recorded as part of the market value of the longterm borrowings concerned.
Note 2. Of securities of affiliates and other securities, those that are unlisted (¥155,702 million
recorded on the consolidated balance sheets) do not have a market price and estimating future
cash flow is not possible. The Company thus considers deriving their market value as being
extremely difficult and does not include these securities under“(3) Investment securities”.

7. Notes to per share information(1) Net assets per share:¥1,904.64(2) Earnings per share (Net income per share):

8. Other notes
Figures in amounts of less than one million yen are omitted.

82¥148.92

Reference: CONSOLIDATED STATEMENTS OF CASH FLOWS (Summary)

Cash flows from operating activities:
Income before income taxes and minority interests
Depreciation
Amortization of goodwill
Increase (decrease) in allowance for employees’ severance
and retirement benefits
Increase (decrease) in asset and liability for retirement
benefit
Increase (decrease) in allowance for doubtful accounts
Settlement received
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Increase (decrease) in trade payables
Increase (decrease) in alcohol tax payable
Other cash flows from operating activities
SubtotalInterest and dividend income received
Interest expenses paid
Settlement package received
Income taxes paid
Net cash provided by operating activities

For the year ended
December 31, 2014

Million yen
For the year ended
December 31, 2013

129,136
59,05014,247

110,470
62,581
12,460—(2,480)(3,908)(29)(16,994)(26,223)
(838)
5,748
(80)
26,739186,846
8,329(3,676)
20,306(65,022)
146,783

—
417
—
3,235
(3,089)(1,052)(2,276)
5,674
185,941
5,607(3,845)—(30,450)
157,252(64,036)(18,147)
3,405(48,961)(12,549)
3,976

Cash flows from investing activities:
Purchase of fixed assets
Purchase of investment securities
Proceeds from sales of investment securities
Payments for investments in subsidiaries resulting in change
in scope of consolidation
Payments for sales of investments in subsidiaries resulting inchange in scope of consolidation
Payments for transfer of business
Other cash flows from investing activities
Net cash used in investing activities(28,563)(2,991)—(2,408)17,567(92,183)(197)—(4,981)(65,704)

Cash flows from financing activities:
Increase (decrease) in financial liabilities
Purchase of treasury stock
Cash dividends paid
Other cash flows from financing activities
Net cash used in financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

41,852(50,378)(20,353)(6,962)(35,842)2,361
21,118
41,116
62,235(35,017)(30,029)(16,264)(3,627)(84,938)
187
6,796
34,32041,11683

NON-CONSOLIDATED FINANCIAL STATEMENTS
NON-CONSOLIDATED BALANCE SHEETS
As of
December 31, 2014ASSETS
Current assets:
Cash and deposits
Short-term loans receivable
Prepaid expenses
Deferred tax assets
Income taxes receivable
Other current assets
Allowance for doubtful accounts
Total current assets
Fixed assets:
Tangible fixed assets:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Lease assets
Construction in progress
Total tangible fixed assets
Intangible fixed assets:
Rights to use of facilities
Trademark rights
SoftwareLease assets
Other intangible fixed assets
Total intangible fixed assets
Investments and other assets:
Investment securities
Shares in affiliates
Capital invested in affiliates
Long-term loans receivable from affiliates
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets

84

Million yen
As ofDecember 31, 2013
(Reference)

21,74423,828319,116

334,345

790

1,479

366

314

9,903

3,705

6,698

5,786

(1,478)(1,366)357,140

368,094

13,575

13,772

293

307

254

237

1

1

605

541

15,037

15,037

471

518

390

124

30,62930,54240

40

13,78814,752

11,501

10,603

355

271

0

0

25,686

25,66848,90447,287460,172

468,646

6,226

6,226

1,290

3,555

9,286

10,176

1,229

1,314

(202)

(367)

526,907536,839583,223

593,050

940,364

961,144NON-CONSOLIDATED BALANCE SHEETS

LIABILITIESCurrent liabilities:
Short-term borrowings
Commercial paper
Bonds due within one year
Lease obligations
Other accounts payable
Accrued expenses
Deposits received
Allowance for employees’ bonuses
Allowance for directors’ and corporate auditors’ bonuses
Other current liabilities
Total current liabilities
Long-term liabilities:
Bonds
Long-term borrowings
Lease obligations
Other long-term liabilities
Total long-term liabilities
Total liabilities
NET ASSETS
Shareholders’ equity:
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Treasury stock
Total shareholders’ equity
Valuation and translation adjustments:
Valuation difference on available-for-sale securities
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets
85

As of
December 31, 2014

Million yen
As ofDecember 31, 2013
(Reference)

157,200

113,650

76,00067,00020,00020,000

280

325

556

476

3,603

4,016

25,842

26,183

131

104

89

106

433

250

284,138

232,113

113,000

148,937

24,20028,200

594

505

29

73

137,824

177,716

421,962

409,830

182,531

182,531

152,356

161,555

130,292

130,292

22,06431,262

232,953

240,222232,953
195,000
37,953(58,176)
509,665

240,222
195,000
45,222(40,032)
544,276

8,737

7,037

8,737

7,037

518,402551,314940,364

961,144NON-CONSOLIDATED STATEMENTS OF INCOME

Million yen
For the year ended
December 31, 2014

For the year ended
December 31, 2013
(Reference)

Operating revenue
Operating income, etc. of the Group
Rent income from real estate
Dividends from subsidiaries and affiliates
Operating expenses
Operating income
Non-operating income:Interest and dividend income
Foreign exchange gains
Other non-operating income
Non-operating expenses:
Interest expenses
Provision of allowance for doubtful accounts
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sales of fixed assets
Gain on sales of investment securities
Extraordinary losses:
Loss on sales and disposal of fixed assets
Loss on sales of shares in affiliates
Loss on devaluation of shares in affiliates
Loss on write-off of loans receivable from affiliates
Loss on liquidation of subsidiaries and affiliates
Other extraordinary losses
Income before income taxes
Income taxes－current
Income taxes－deferred
Net income

86

87,51928,502
1,581
57,43525,746
61,772
2,311
2,149
120

50,004
26,117
1,565
22,321
23,701
26,302
2,860
2,186
380

42

293

2,474
1,474
87
912
61,60961
0
61
46,736455—
44,994765—
520
14,9342,003(152)
13,084

2,767
1,720
652
394
26,396
357
0
357
1,348
178
129
785
—
254
—
25,405
1,259
764
23,381NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSFor the year ended December 31, 2014

Million yen
Shareholders’ equity
Capital surplus

Capital stock

Balance as of Jan. 1, 2014

182,531

Retained earnings
Other retained earnings

Capital reserve

Other capitalsurplus

Total capitalsurplusGeneral reserve

130,292

31,262

161,555

195,000

Total
Retained earnings
retained earnings
carried forward
45,222

240,222

Dividends(20,353)(20,353)

Net income (loss)

13,08413,084

Changes during the term

Acquisition of treasury
stock
Disposal of treasury stock(9,198)(9,198)Other changes in nonshareholders’ equity items
during the term (net)Total changes during the
term

—

—

(9,198)(9,198)—(7,269)(7,269)Balance as of Dec. 31, 2014

182,531130,292

22,064

152,356

195,000

37,953232,953

Valuation and translation
adjustments

Shareholders’ equity

Balance as of Jan. 1, 2014

Treasury stock

Total shareholders’ equity

Valuation difference on
available-for-sale securities(40,032)

544,276

7,037

Total net assets

551,314

Changes during the term
Dividends(20,353)(20,353)

Net income (loss)

13,08413,084

Acquisition of treasury
stock(50,378)(50,378)(50,378)

Disposal of treasury stock

32,23423,03623,036

Other changes in nonshareholders’ equity items
during the term (net)Total changes during theterm(18,144)

Balance as of Dec. 31, 2014

(58,176)

1,699

1,699

(34,611)

1,699(32,912)509,665

8,737

518,40287

NOTES TO THE NON-CONSOLIDATED FINANCIAL STATEMENTS
1. Notes to Significant Accounting Policies(1) Valuation basis and method for securities
Shares in subsidiaries and affiliates:
Stated at cost based on the moving-average method.
Other securities
Securities with market value:
Carried at the average market value for the month immediately preceding the balance
sheet date (related valuation differences are directly charged or credited to net assets,
and the cost of securities sold is computed by the moving-average method).
Securities without market value:
Stated at cost based on the moving-average method.
(2) Valuation basis and method for derivatives
Market price method(3) Valuation basis and method for inventories
Stated at cost based on the moving-average method (write-downs to net selling value
regarded as decreased profitability).
(4) Depreciation methods for fixed assets
Tangible fixed assets (excluding lease assets):
Tangible fixed assets are depreciated using the straight-line method.
The estimated useful lives of the assets are based on the same standards as thosespecified in the Corporation Tax Act.
Intangible fixed assets (excluding lease assets):
Intangible fixed assets are amortized using the straight-line method.
The estimated useful lives of the assets are based on the same standards as thosespecified in the Corporation Tax Act.
Software for internal use is amortized by the straight-line method over a useful life of
five (5) years. Trademark rights are mainly amortized over twenty (20) years using thestraight-line method.

88

Lease assets:
Finance leases that do not transfer ownership rights are amortized to a residual value ofzero using the straight-line method, with the lease period as the estimated useful life.
Of the finance leases that do not transfer ownership rights, those that began before
December 31, 2008 are treated similarly as those applied to regular operating leases.
(5) Accounting criteria for allowances
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimated uncollectible
amounts with respect to certain identified doubtful receivables and the amounts
calculated using the rate of actual collection losses with respect to the other receivables.
Allowance for employees’ bonuses:
An allowance for employees’ bonuses is provided at the estimated amount applicable tothe fiscal year under review.
Allowance for directors’ and corporate auditors’ bonuses:
An allowance for directors’ and corporate auditors’ bonuses is provided at the estimatedamount applicable to the fiscal year under review.
(6) Hedging accounting method
1) Hedging accounting method
The Company defers gains or losses on its hedges.
For foreign exchange contracts, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations. For interest rate
swaps, the Company applies exceptional treatment when the swap in question meets theconditions for application of such exceptional treatment.
2) Hedging instruments and hedged items
Hedging instruments: Foreign exchange contracts and interest rate swaps
Hedged items:

Loans receivable in foreign currencies and interest on borrowings

3) Hedging policy
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets and in interest rates and to reduce the costs of financing. It is theCompany’s policy not to engage in speculative transactions that deviate from real demand orin highly leveraged transactions.
4) Method of evaluating the effectiveness of hedging
The Company assesses the effectiveness of its hedges by comparing changes in the market
values of the hedged items and of the hedging instruments over the entire period of thehedge.
89

When the Company allocates differences in the values of hedging instruments or when it
accounts for the value of swaps under exceptional treatment, these determinations allow it toforgo evaluation of the effectiveness of hedges in these cases.
(7) Other significant items associated with the preparation of non-consolidated financial
statements
Treatment of consumption taxes
Consumption taxes are excluded from the statements of income, except in the case of nondeductible consumption taxes related to fixed assets that are charged when incurred.

2. Notes on Changes in Accounting Policies(Changes in Accounting Policies that are Difficult to Distinguish from Changes in Accounting
Estimates)
The Company traditionally adopted the declining-balance method to depreciate tangible fixed
assets (excluding buildings and lease assets acquired on and after April 1, 1998) but haschanged it to the straight-line method, effective from the fiscal year under review.
Against a backdrop of the recent growing ratio of overseas sales of the Asahi Group,
unification of depreciation methods among the Group’s consolidated subsidiaries had been
increasingly requested to ensure a fair comparison of the business results of the Group
companies at home and abroad. In response, the Company reviewed the details of its tangible
fixed assets and concluded that it would be more appropriate to allocate the depreciation
expenses evenly over the useful life from the perspective of revenue and expense matching.
This change in the method of depreciation resulted in an increase of ¥472 million each in the
non-consolidated operating income, recurring profit and income before income taxes for the
fiscal year under review, compared with the results that would have been obtained if theconventional declining-balance method had been used.

90

3. Notes to the Non-Consolidated Balance Sheets(1) Accumulated depreciation on tangible fixed assets¥30,096 million(2) Contingent liabilities
1) Guarantees, etc., against bank borrowings, etc.
Guarantees:¥34,402 million

2) Guarantees, etc., against derivatives
Guarantees:
Contract amount, etc.:¥4,376 million

Unrealized gains (losses):¥(419) million(3) Monetary claims and obligations with affiliates
Short-term monetary claims on affiliates:¥325,588 million

Long-term monetary claims on affiliates:¥1,290 million

Short-term monetary obligations to affiliates:¥25,496 million

4. Notes to the Non-Consolidated Statements of Income
Transactions with affiliates
Operating revenue:¥87,423 million

Operating expenses:¥2,754 million

Transactions other than operating transactions:¥1,479 million

5. Notes to the Non-Consolidated Statements of Changes in Net Assets
Treasury stock
Type of stock

Number of shares asof Jan. 1, 2014

Increaseduringthe year

Decreaseduringthe year

Number of shares asof Dec. 31, 2014

Common stock

21,352,561

15,596,175

15,964,674

20,984,062(Reasons for change)
The increase in the number of shares was the result of the following:
Increase resulting from purchases of Less-than-One-Unit Shares from shareholders
upon request:

120,375 shares

Increase resulting from acquisition of treasury stock:

15,475,800 shares

The decrease in the number of shares was the result of the following:
Decrease resulting from sales of Less-than-One-Unit Shares to shareholders uponrequest:165 shares
Decrease resulting from exercise of stock options:349,700 shares
Decrease resulting from exercise of rights (conversion) of convertible bonds with stockacquisition rights:
15,614,809 shares91

6. Notes to tax effect accounting(1) Deferred tax assets and liabilities(Deferred tax assets)
Shares in affiliates due to restructuring:¥19,442 million
Allowance for doubtful accounts, in excess of tax-deductible amount:¥598 million
Allowance for employees’ bonuses, non-tax deductible:¥46 million
Loss on devaluation of investment in subsidiaries, non-tax deductible:¥25,031 million
Loss on devaluation of investment securities, non-tax deductible:¥681 million
Loss on devaluation of capital contributions for subsidiaries,
non-tax deductible:¥5,585 million
Deferred loss on transfer of business between consolidated corporations:¥1,183 million
Others:¥365 million
Subtotal deferred tax assets:¥52,935 million
Valuation allowance:¥(32,593) million
Total deferred tax assets¥20,341 million(Deferred tax liabilities)
Deferred gain on transfer of business between consolidated corporations: ¥(5,850) million
Valuation difference on available-for-sale securities:¥(4,838) million

Total deferred tax liabilities¥(10,689) million

Net deferred tax assets:¥9,652 million(2) Breakdown of main items which caused the difference between the statutory tax rate
and the effective tax rate after adoption of tax effect accounting
Statutory effective tax rates:

37.7%(Adjustments)
Permanent difference (non-deductible), including entertainment expenses:

3.2%

Valuation allowance:

113.7%

Permanent difference (non-taxable), including dividend income:(140.7)%

Tax credit:(1.1)%

Effect of tax rate change:(0.7)%

Others:0.3%

Effective tax rates after adoption of tax effect accounting:

12.4%

92

7. Notes to related party transactions
Subsidiaries and affiliates
Million yen
TypeCompany

Percentage
of votingrights, etc.
held

Subsidiary

Asahi
Breweries,
Ltd.

100% directownership

Subsidiary
Subsidiary

Subsidiary

Subsidiary

Asahi Soft
DrinksCo., Ltd.
AI Beverage
HoldingCo., Ltd.
Asahi
Holdings(Australia)
Pty Ltd
Asahi
Professional
Management
Co., Ltd.

100% directownership
100% directownership

Relationship withrelated party
Interlocking of
directors/corporate
auditors
Interlocking of
directors/corporate
auditors
Interlocking of
directors/corporate
auditors

Description of transaction

Transaction
amountOperating revenue (Note 1)

67,817—(15,568)

Short-term loans
receivable

241,311

Loaning funds (Note 2)(754)

Short-term loans
receivable

27,337

Loaning funds (Note 2)408

Short-term loans
receivable

23,567

Loaning funds (Note 2)

Account item

Balance as ofDec. 31, 2014—

100% directownership

Interlocking of
directors/corporate
auditors

Guarantees for liabilities(Note 3)

13,827——

100% directownership

Interlocking of
directors/corporate
auditors

Operating expenses(Note 4)

2,593

—

—

Terms and conditions of transaction and policy, etc. on determination thereof
Note 1. Operating revenue is determined in accordance with certain reasonable standards inorder to provide supervision, guidance, etc., regarding business management.
Note 2. The interest rate for the loans receivable is reasonably determined, taking the market
interest rate into consideration.
For the transaction amount, the amount of net increase (decrease) in the fiscal year
under review is stated.
Note 3. The Company guaranteed bank loans in the amount of AUD141 million.
Note 4. Operating expenses are determined in accordance with certain reasonable standards
mainly in order to outsource indirect services.
8. Notes to per share information(1) Net assets per share:¥1,120.62(2) Earnings per share (Net income per share):

9. Other notes
Figures in amounts of less than one million yen are omitted.

93¥28.19

AUDIT REPORT
Independent accounting auditor’s report on consolidated financial statements
Independent Auditor’s ReportFebruary 5, 2015
The Board of Directors
ASAHI GROUP HOLDINGS, LTD.

KPMG AZSA LLC
Hideki Yanagisawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hirotaka Tanaka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yukihiko Ishiguro (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, comprising the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related
notes of ASAHI GROUP HOLDINGS, LTD. as at December 31, 2014, and for the year from January 1,
2014 to December 31, 2014 in accordance with Article 444-4 of the Companies Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as
independent auditor. We conducted our audit in accordance with auditing standards generally acceptedin Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures selected depend on our judgement, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due tofraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit
94

procedures that are appropriate in the circumstances, while the objective of the financial statement audit is
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness ofaccounting estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and the results of operations of ASAHI GROUP HOLDINGS, LTD. andits consolidated subsidiaries for the period, for which the consolidated financial statements were prepared,in accordance with accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report
as required by the Companies Act.

95

Independent accounting auditor’s report on non-consolidated financial statements
Independent Auditor’s ReportFebruary 5, 2015
The Board of Directors
ASAHI GROUP HOLDINGS, LTD.

KPMG AZSA LLC
Hideki Yanagisawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hirotaka Tanaka (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yukihiko Ishiguro (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the non-consolidated financial statements, comprising the non-consolidated balance
sheet, the non-consolidated statement of income, the non-consolidated statement of changes in net assets
and the related notes, and the supplementary schedules of ASAHI GROUP HOLDINGS, LTD. as at
December 31, 2014 and for the year from January 1, 2014 to December 31, 2014 in accordance with
Article 436-2-1 of the Companies Act.
Management’s Responsibility for the non-consolidated Financial Statements and Others
Management is responsible for the preparation and fair presentation of the non-consolidated financial
statements and the supplementary schedules in accordance with accounting principles generally acceptedin Japan, and for such internal control as management determines is necessary to enable the preparation of
non-consolidated financial statements and the supplementary schedules that are free from material
misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the non-consolidated financial statements and the
supplementary schedules based on our audit as independent auditor. We conducted our audit inaccordance with auditing standards generally accepted in Japan. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the non-consolidated financial
statements and the supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the non-consolidated financial statements and the supplementary schedules. The procedures selected
depend on our judgement, including the assessment of the risks of material misstatement of the nonconsolidated financial statements and the supplementary schedules, whether due to fraud or error. In
making those risk assessments, we consider internal control relevant to the entity’s preparation and fairpresentation of the non-consolidated financial statements and the supplementary schedules in order to96

design audit procedures that are appropriate in the circumstances, while the objective of the financial
statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the non-consolidated financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
OpinionIn our opinion, the non-consolidated financial statements and the supplementary schedules referred toabove present fairly, in all material respects, the non-consolidated financial position and the results ofoperations of ASAHI GROUP HOLDINGS, LTD. for the period, for which the non-consolidated
financial statements and the supplementary schedules were prepared, in accordance with accounting
principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report
as required by the Companies Act.

97

REPORT OF THE BOARD OF CORPORATE AUDITORSThe Board of Corporate Auditors has prepared the following report based on the audit reports
prepared by individual Corporate Auditors related to the Directors’ execution of their duties during the
91st fiscal year, the period from January 1, 2014 to December 31, 2014, after due discussions andconsultations among the Corporate Auditors.

1. Methods used in audits by the individual Corporate Auditors and by the Board of
Corporate Auditors and content of audits(1) The Board of Corporate Auditors determined the audit policies and division of duties, and received
reports from each Corporate Auditor regarding the status and results of the audits, as well as reports
from the Directors and Independent Accounting Auditor on the execution of their duties, andrequested explanations of those reports when necessary.
(2) Each Corporate Auditor sought to achieve mutual understanding with the Directors, sections incharge of internal audit and other employees, and strove to collect information and create an audit
environment in accordance with the audit policies and division of duties based on the audit standards
established by the Board of Corporate Auditors. The Corporate Auditors also attended meetings ofthe Board of Directors and other important meetings, received reports from Directors and other
employees regarding the execution of their duties and requested explanations when necessary,
reviewed documents related to important decisions, and inspected the operations and property of thehead office and other locations. With respect to “systems to ensure appropriate execution of
Directors’ duties in conformity with laws and regulations and the articles of incorporation, and othersystems to ensure appropriate business operations (internal control systems)” (Item 6, Paragraph 4,
Article 362 of the Companies Act and Paragraph 1 and 3, Article 100 of the Ordinance for
Enforcement of the Companies Act) that is included in the Business Report, the Board of Corporate
Auditors received reports regularly from Directors and other employees regarding the status of theestablishment and implementation of the systems, sought additional explanations as necessary andexpressed opinions thereon. As regards “basic policy concerning the persons who control decisions
on the Company’s financial and business policies” (Item 3, Article 118 of the Ordinance for
Enforcement of the Companies Act) included in the Business Report, based on discussions with theBoard of Directors and other parties. With respect to subsidiaries, the Corporate Auditors took steps
to facilitate communications with the Directors and Corporate Auditors of subsidiaries and, whennecessary, received reports from subsidiaries on the status of their businesses. Using the foregoing
methods, the Corporate Auditors reviewed the Business Report and the supplementary schedules
thereto for the fiscal year under review.
(3) The Board of Corporate Auditors oversaw and verified that the Independent Accounting Auditor
maintained its independence and carried out appropriate audits, moreover, and received reports fromthe Independent Accounting Auditor regarding the execution of its duties and requested explanations
when necessary. The Board of Corporate Auditors also received notifications from the Independent
Accounting Auditor to the effect that “a system for the maintenance of appropriate execution ofduties” (included in Article 131 of the Corporate Calculation Regulations) in accordance with the“standards for quality control of audits” (Business Accounting Council; October 28, 2005), andrequested explanations when necessary. Based on the above activities, the Board of Corporate
Auditors examined the non-consolidated financial statements (non-consolidated balance sheets, non98

consolidated statements of income, non-consolidated statements of changes in net assets, and notes tothe non-consolidated financial statements), supplementary schedules, and the consolidated financial
statements (consolidated balance sheets, consolidated statements of income, consolidated statementsof changes in net assets, and notes to the consolidated financial statements) for the business year
under review.

2. Results of the Audit(1) Results of audit of the Business Report







In our opinion, the Business Report and the supplementary schedules thereto present thesituation of the Company fairly, in compliance with the provisions of applicable laws andregulations and the Articles of Incorporation.
In our opinion, there are no wrongful acts or material violations of applicable laws andregulations or the Articles of Incorporation in the execution of their duties by the Directors.
In our opinion, the content of the resolution by the Board of Directors regarding internal control
systems is appropriate, and, furthermore, content of the Business Report regarding the internal
control systems and the execution by the Directors have been appropriate.
In our opinion, the Company’s basic policy concerning the persons who control decisions on the
Company’s financial and business policies in the Business Report is appropriate. We
acknowledge that the measures implemented to achieve this basic policy are consistent with thebasic policy, will not harm the common interest of the Company’s shareholders, and will notserve the purpose of maintaining the positions of the Company’s Directors and Corporate
Auditors.

(2) Results of the audit of non-consolidated financial statements and the supplementary schedules thereto
In our opinion, the auditing methods used by KPMG AZSA LLC, the Independent Accounting
Auditor, and the results of its audit are appropriate.
(3) Results of the audit of consolidated financial statements
In our opinion, the auditing methods used by KPMG AZSA LLC, the Independent Accounting
Auditor, and the results of its audit are appropriate.

February 6, 2015

Board of Corporate Auditors
Asahi Group Holdings, Ltd.
Yoshihiro Tonozuka (Seal)
Standing Corporate Auditor
Yukio Kakegai (Seal)
Standing Corporate Auditor

Naoto Nakamura (Seal)
Outside Corporate Auditor
Tadashi Ishizaki (Seal)
Outside Corporate Auditor
Katsutoshi Saito (Seal)
Outside Corporate Auditor
99