March 25, 2016

Company Name: Asahi Group Holdings, Ltd.
President and Representative Director: Akiyoshi Koji
Securities Code: 2502
Stock Exchanges: Tokyo（First Section）
Contact: Public Relations Section, Asahi Group Holdings, Ltd.
Phone: +81-3-5608-5126

Notice of Results of Exercise of Voting Rights
at the 92nd Annual General Meeting of Shareholders
Asahi Group Holdings, Ltd. (the “Company”) announces the results of the exercise of voting

rights at the 92nd Annual General Meeting of Shareholders (the “Meeting”) held on March 24,
2016, as follows:
All agenda items were approved and resolved.
1. Items to be resolved:
Item 1: Appropriation of surplus
Year-end dividends(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥26 per share of common stock
Total amount of payout: ¥11,905,648,638(3) Effective date of dividend payment
March 25, 2016
Item 2: Partial amendments to the Articles of Incorporation
Summary of Amendments(1) To make it possible to disclose by the Internet a part of the matters in thereference materials, etc. for general meeting of shareholders, the Company will
set forth a new Article in the Articles of Incorporation to this effect.
(2) Following the revision of the Companies Act, which changed the scope of theDirectors and Corporate Auditors of the Company with which companies can-1-

enter into agreements limiting liability and therefore enabled companies to enter
into agreements limiting liability with Directors with no executive functions andCorporate Auditors other than Outside Corporate Auditors, the Company will
make partial amendment to the Articles in the Articles of Incorporation of theCompany.
Item 3: Election of ten (10) Directors
Naoki Izumiya, Katsutoshi Takahashi, Yoshihide Okuda, Akiyoshi Koji, MarikoBando, and Naoki Tanaka were re-elected, and Noboru Kagami, Kenji Hamada,Ryoichi Kitagawa, and Tatsuro Kosaka were newly elected as Directors.
Item 4: Election of one (1) Corporate Auditor
Tetsuo Tsunoda was newly elected as Corporate Auditor.
Item 5: Decision of Amount and Details of Stock Compensation for Directors
The Plan is a performance-lined stock compensation system for the Directors(excluding Outside Directors) of the Company. By the introduction of the Plan,
the Company will contribute cash of up to a limit of two hundred and twenty
million yen (¥220,000,000) to the trust to set the three years as the target
period, and shares of common stock of the Company will be distributed fromthe Trust to each Director.

2. Status of voting rights
Number of Shareholders with voting rights:
Total number of voting rights held by the shareholders:-2-

95,6704,573,408

3. Number of voting rights concerning the indication of “for”, “against” or “abstain” for each
item; Requirements for adoption; Results of resolutions
Ratio ofItems to Be ResolvedFor

AgainstAbstainfavorableResultsvotes
Item 1:

3,735,2968172,811

99.90

Approved

3,719,648

16,482

2,811

99.48

Approved

Naoki Izumiya

3,635,115

97,214

6,603

97.22

Approved

Katsutoshi Takahashi

3,694,881

37,448

6,603

98.82

Approved

Yoshihide Okuda

3,687,908

44,421

6,603

98.64

Approved

Akiyoshi Koji

3,678,457

53,872

6,603

98.38

Approved

Mariko Bando

3,697,783

38,340

2,811

98.90

Approved

Naoki Tanaka

3,707,036

29,087

2,811

99.15

Approved

Noboru Kagami

3,695,591

36,738

6,603

98.84

Approved

Kenji Hamada

3,695,588

36,741

6,60398.84

Approved

Ryoichi Kitagawa

3,695,596

36,733

6,603

98.84

Approved

Tatsuro Kosaka

3,713,209

22,915

2,811

99.31

Approved

3,579,432

156,712

2,811

95.73

Approved

3,724,747

4,549

9,667

99.62

Approved

Appropriation of surplus
Item 2:
Partial amendments to theArticles of Incorporation
Item 3: Election of ten (10)Directors

Item 4: Election of one (1)Corporate Auditor
Tetsuo Tsunoda
Item 5: Decision ofAmount and Details of
Stock Compensation for
Directors
Notes:The requirement for the adoption of each item is as follows:-3-・Item 1 and Item 5:
Approval of a majority of the voting rights of the shareholders present
・Item 2:
Approval at a general meeting of shareholders at which shareholders holding one-third(1/3) or more of voting rights of the shareholders entitled to vote shall be present, by twothird (2/3) or more of the voting rights of the shareholders so present
・Item 3 and Item 4:
Approval at a general meeting of shareholders at which shareholders holding one-third(1/3) or more of voting rights of the shareholders entitled to vote shall be present, by amajority of the voting rights of the shareholders so present
4. Reason why a portion of the voting rights held by the shareholders present at the Meeting was
not added to the number of voting rights
All proposals satisfied conditions for approval based on the number of voting rights collatedof shareholders that were confirmed as indicating approval, both from votes cast in advanceand from shareholders attending the Meeting. Therefore, the proposals were legally passed interms of the Companies Act and consequently voting rights not confirmed the indication of“for”, “against” or “abstain” as to each item of some shareholders present at the Meeting wasnot added.

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