CONVOCATION NOTICE OF THE 98th
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Request to Refrain from Attending and Implementation of Limit on Admission in order toPrevent the Spread of the Novel Coronavirus Disease (COVID-19) and Ensure Safety◆ We strongly request that shareholders refrain from attending the General Meeting this year
if possible and exercise voting rights via either postal mail or the internet, etc. in advance.
• Please see pages 3 - 5 for details on how to exercise voting rights in advance.
• We plan on streaming the General Meeting live via the internet, and viewing will be restricted to shareholders.
Please see page 6 for details.

◆ We will implement a limit on admission to the venue of the General Meeting (pre-registration& lottery).
• Please see page 2 and the notice sent on February 24 (Thursday) for details regarding the limit on admission.
The provision of gifts at the General Meeting will be cancelled from this year.
Thank you for your understanding.
DATE AND TIME
March 25 (Friday), 2022 at 1:00 p.m. (JST)(Reception start time: Noon)DEADLINE FOR EXERCISING VOTING RIGHTS
VIA POSTAL MAIL AND INTERNET, ETC.
No later than 5:30 p.m., March 24 (Thursday),
2022 (JST)English Translation of Original JapaneseThis is a translation of the original notice inJapanese. In the event of any discrepancy, theoriginal notice in Japanese shall prevail.

ASAHI GROUP HOLDINGS, LTD.
Securities Code: 2502

TABLE OF CONTENTS
Convocation Notice
Reference Materials for General Meeting of
Shareholders
Item 1 Appropriation of Retained Earnings
Item 2 Partial Amendments to the Articles ofIncorporation
Item 3 Election of eight (8) Directors
Item 4 Election of one (1) Audit & Supervisory Board
MemberItem 5 Revision of Stock Compensation Plan for
Directors
Business Report
Consolidated Financial Statements
Non-Consolidated Financial Statements
Audit Reports

1
7
7
8
10
23
28
33
83
88
91

Dear Shareholders:Firstly, I would like to extend my heartfelt
sympathies to those affected by COVID-19, as
well as my deep respect and gratitude to the
medical professionals working in their care nightand day, and those working diligently both toprevent the spread of infection and to maintainsocial systems.
I hereby deliver this Convocation Notice of the98th Annual General Meeting of Shareholders.
As with the previous year, we will be holding theGeneral Meeting upon taking measures to ensure
the safety of shareholders and prevent the spreadof infection, taking the status of COVID-19 into
consideration.
Please consider refraining from attending theGeneral Meeting in person this year, if possible,
and exercise voting rights via either postal mail orthe internet, etc., in advance.
I would like to ask that our shareholders continue
to give us their unwavering support.
Sincerely,
March 4, 2022

Atsushi Katsuki
President and Representative Director

ASAHI GROUP HOLDINGS, LTD.

CONVOCATION NOTICE OF
THE 98th ANNUAL GENERAL MEETING OF SHAREHOLDERS(1) DATE AND TIME
March 25 (Friday), 2022, at 1:00 p.m. (JST) (Reception start time: Noon)(2) PLACE
Banquet Room “Tsuru,” Banquet Floor of “The Main” of Hotel New Otani,
4-1, Kioi-cho, Chiyoda-ku, Tokyo
We strongly request that shareholders refrain from attending the General Meeting this year
if possible and exercise voting rights via either postal mail or the internet, etc., in advance.
Please see pages 3 - 5 for details on
how to exercise voting rights inadvance.

Deadline for exercising voting rights:

No later than 5:30 p.m., March 24, 2022 (JST)We will be live streaming the General Meeting via the internet on the day of themeeting.
► Please see page 6 for details.

1Implementation of a limit on admission to the General Meeting (pre-registration & lottery)
The number of seats at the General Meeting will be limited as we will be putting wide space between
each seat in order to reduce the risk of infection.
Therefore, shareholders will need to pre-register in advance by applying for a seat at the General
Meeting.
In the event that applications exceed the seating capacity, we will implement a lottery system.
We ask that you carefully consider whether you wish to attend the General Meeting, and apply for preregistration if you do wish to attend.

The provision of gifts at the General Meeting will be cancelled from this year.
Thank you for your understanding.
◄ “Attendance Application Form” sent on February 24
Please confirm the materials provided with the “AttendanceApplication Form,” and in the event that you wish to attend, fill inthe designated items, affix the privacy sticker provided, and send it
via postal mail.

Application Deadline
To be received by March 10, 2022 (JST)Only the shareholders who have applied for attendance and hold the “attendance card” and “voting form
for exercising voting rights” may attend.
Please understand that “shareholders who have not pre-registered,” “shareholders who were not selectedin the lottery,” and “shareholders who cannot confirm that they were selected upon attendance” will not
be allowed to enter the General Meeting venue.

March 15
Send “attendance card” (postal mail)March 25
General Meeting of Shareholders

The lottery result will be sent to shareholders who
were not selected on the same day.

Please present your “attendance card” and “voting form
for exercising voting rights” at the reception desk.

(3) PURPOSES
Items to be reported:
Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements andReports of the audit results of the consolidated financial statements by the Independent
Accounting Auditor and the Audit & Supervisory Board for the 98th term, from January 1, 2021
to December 31, 2021.
Items to be resolved:
Item 1: Appropriation of Retained Earnings
Item 2: Partial Amendments to the Articles of Incorporation
Item 3: Election of eight (8) Directors
Item 4: Election of one (1) Audit & Supervisory Board Member
Item 5: Revision of Stock Compensation Plan for Directors
Note: Among attached materials to be provided with this notice, the following materials are posted on
the Company’s website in accordance with the provisions of relevant laws and regulations and the
Article 15 of the Company’s Articles of Incorporation, and they are not attached to this notice.
(i) “Systems to Ensure Appropriate Execution of Directors’ Duties in Conformity With Laws andRegulations and the Articles of Incorporation, and Other Systems to Ensure Appropriate
Business Operations” and “Basic Policy Concerning the Persons Who Control Decisions on the
Company’s Financial and Business Policy” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements
The Audit & Supervisory Board Members and the Audit & Supervisory Board have audited theBusiness Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements
included in the attached materials to this convocation notice, as well as the documents listed in (i)through (iii) above. Furthermore, the Independent Accounting Auditor has audited the Consolidated
Financial Statements and Non-Consolidated Financial Statements included in the attached materials
to this convocation notice, as well as the documents listed in (ii) and (iii) above.
If there are any corrections to Reference Materials for General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements, they will
be posted on the Company’s website.
WEB The Company’s website: https://www.asahigroup-holdings.com/en/2

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

Guide to Exercising Voting Rights in AdvanceA 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 andexercise your voting rights by either method.

Voting via Internet, etc.
1

For details on exercising voting rights via theinternet, etc., please refer to following pages.

* The online voting website and Help Desk information are available only inJapanese.

Deadline for exercising voting rights via the internet, etc.:
By 5:30 p.m., March 24 (Thursday), 2022 (JST)Voting via Postal Mail
2

Please indicate your consent/dissent
concerning each item shown on thevoting form, and send back the form sothat it will arrive no later than thedeadline for exercising voting rights.

Deadline for exercising voting rights via postal mail:To be received by 5:30 p.m., March 24 (Thursday), 2022 (JST)<Guide to filling in the voting form for exercising voting rights>
Please indicate your consent/dissent withrespect to each item here.
* If you exercise your voting rights in duplicate(i.e., voting online as well as voting by using
the voting form), only the online vote will becounted.
* If you submit a voting form without indicating
your consent/dissent with respect to each
item, you will be deemed to have voted infavor of the Company’s proposal(s).
Items 1, 2, 4 and 5

Item 3

If you consent:
If you dissent:
Mark a ○ in theMark a ○ in thebox marked “賛”For all candidates,
if you consent:
if you dissent:
Mark a ○ in theMark a ○ in thebox marked “否”

box marked “賛”box marked “否”

If you selectively veto certain
candidates:
Mark a ○ in the box marked “賛” andwrite the number of each candidate you
choose to veto.

3

<Guide to exercising voting rights via the internet, etc.*>
Deadline for exercising voting rights via the Internet, etc.:

By 5:30 p.m., March 24 (Thursday), 2022 (JST)* Institutional investors may use the platform operated for institutional investors by ICJ, Inc.
to electronically exercise the voting rights.

Method 1: “Smart Voting” Recommended(1) If you intend to exercise your voting rights
by smartphone, you can simply exercise
voting rights without entering your voting
code and password by scanning the QR
code® located on the bottom right of thevoting form.

(2) Indicate your consent/dissent concerning each item by following the
instructions displayed on the screen.
Note If you need to make a correction to the content of yourvote after you have exercised your voting rights, please
access the website in accordance with “Method 2: Enteringvoting code and password” noted below, login by entering
your voting code and password, and correct your vote.

Method 2: “Entering voting code andpassword”(1) You can exercise your voting rights by accessing the online
voting website https://www.web54.net from a computer,smartphone or cellular phone, and entering the voting code andpassword.
(2) Enter the “voting code” (議決権行使コード) indicated on the voting form.
Enter the “voting code” (議決権行使コード)
Voting code

Click on “Log in”(ログイン)

4

(3) Enter the “password” (パスワード) indicated on the voting form.
Enter the “password” (パスワード)
Enter the new password that you will
actually use
Password

Click on “Register” (登録)* Please note that shareholders who received the Convocation Notice of the Annual General
Meeting of Shareholders for this fiscal year by e-mail will not find the “password” on yourvoting form. Such shareholders are asked to enter the “password” that you set whenregistering your e-mail address.

(4) Indicate your consent/dissent concerning each item by following the
instructions displayed on the screen.
* If you exercise your voting rights online more than once, only the most recent votewill be counted.
If you are unclear about the procedure for voting via the internet, etc. using a computer,smartphone or cellular phone, please contact the following Help Desk for inquiries.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Web Support Phone Number
Toll-free (within Japan): 0120-652-031 (9:00 a.m. to 9:00 p.m. (JST))To Receive the Notices by E-mailShareholders who wish to receive the convocation notices of Annual General Meetingsof Shareholders by e-mail beginning with the next meeting may so register on the email address registration website noted below. Please note that the website cannot
be accessed via cellular phone.
WEB

E-mail address registration website: https://www.web5106.net

5

Guide to viewing the livestream via the internet
Video and sound of the 98th Annual General Meeting of Shareholders will be livestreamed via
the internet, and viewing will be restricted to shareholders. It is not necessary to apply inadvance to view the livestream, and you will be able to view it at your home, etc., so pleaseutilize this service. As you will not be able to participate in resolutions on the day of the General
Meeting via the livestream, please view after exercising your voting rights in advance.
Furthermore, starting this year, viewers will be able to post comments during the General
Meeting of Shareholders. These comments will not be recognized as questions at the General
Meeting of Shareholder under the Companies Act. However, of the comments received, theCompany plans to respond to principal ones that align with the purposes of this General
Meeting, on our website on the business day following the General Meeting, and we encourage
you to use this new function.
Note: The livestream and livestream website are available only in Japanese.
Date and time of the livestream

March 25 (Friday), 2022, at 1:00 p.m. (JST)(It will be possible to view before commencement from 12:50 p.m. (JST), and we plan on showing the
opening video from 12:55 p.m. (JST). Before commencement, we will be running a viewing confirmation
test video.)

How to view
(1) Please access the “General Meeting of Shareholders livestream website” by using the URL
below or the QR code® with a computer, tablet or smartphone.
URL:
https://web.lumiagm.com/(2) Please enter the “Meeting ID” below when the screen where you can enter your
Meeting ID appears.
Meeting ID: 733-945-261(3) Please enter the ID and password below when the screen where you can enter your ID
and password appears.
ID:
Shareholder number (9-digit number)
Password: Postal code registered in our shareholder directory (7-digit number
without the hyphen)(Reference) Display position of ID and password on the voting form for exercising rights.
Shareholder number(9-digit number)

Postal code
(7-digit number)(4) You may view the livestream after following the on-screen instructions.
Notes to viewing the livestream
 In consideration of the privacy of our shareholders, the livestream will only show the Directors andAudit & Supervisory Board Members’ seating area.
 The livestream may not be viewable depending on the internet connection environment used, theconnection status of the livestream and other factors. As the livestream cannot be viewed with Internet
Explorer, please use a different browser.
 Shareholders will bear telecommunication charges in the event that they incur.
 Please refrain from taking photos, recording, or saving.
 Presenting the ID and password to a third party is strictly prohibited.

Post-meeting distribution
The video of the livestream will be available at “General Meeting of Shareholders”
on the Company’s website.
WEB

https://www.asahigroup-holdings.com/ir/shareholders_guide/shareholders_meeting.html

Date and time that the video will be made available: March 28 (Monday), 2022 at noon (JST)(Planned)

6

REFERENCE MATERIALS FOR GENERAL MEETING OF SHAREHOLDERS— Agenda Items and Reference Information —Item 1

Appropriation of Retained Earnings

The Company proposes the appropriation of retained earnings in the following
manner:Year-end dividends
Under the “Medium-Term Management Policy,” Asahi Group Holdings, Ltd. (the“Company”), has been working toward enhancing “Glocal Value Creation
Management” based on Asahi Group Philosophy, and has been using the generated
free cash flows for investing in foundation for growth including M&A deals while
seeking stronger financial conditions. Meanwhile, in terms of shareholder returns,
the Company’s policy is to stably increase dividends aiming to achieve a dividend
payout ratio* of 35%.
Regarding the year-end dividend for this fiscal year, we took into considerationa variety of factors, including the Company’s consolidated financial condition andthe fact that, while the impact of the COVID-19 pandemic remains, we see things
as being on the road to recovery. As such, the Company will maintain the dividendlevels announced at the start of 2021, and proposes a year-end dividend of ¥55
per share, which makes for a dividend payout ratio slightly exceeding the 35%
mark.
Since the Company previously paid out ¥54 per share as an interim-period
dividend, the annual dividend for this fiscal year will amount to ¥109 per share,
which is an increase of ¥3 per share from the previous fiscal year, for a dividend
payout ratio of 36.0%.
* Dividend payout ratio is calculated based on profit attributable to owners of parent less a onetime profit or loss on the restructuring of business portfolio, etc. (net of tax expenses).

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amountof allocation¥55 per share of common stock
Total amount of payout: ¥27,875,136,135(3) Effective date of dividends of Retained Earnings
March 28, 2022
[Reference] Trends in Annual Dividend per Share and Dividend Payout Ratio

7

Item 2

Partial Amendments to the Articles of Incorporation

The Company proposes to amend the Articles of Incorporation of theCompany as follows:

1. Reason for the amendments
In accordance with the amended provisions stipulated in a proviso to Article
1 of the Supplementary Provisions of the “Act for Partial Amendment of theCompanies Act” (Act No. 70 of 2019), which will come into effect on
September 1, 2022, the Company will make the following necessary
amendments to its Articles of Incorporation in order to introduce a system forthe electronic provision of materials for general meetings of shareholders.
(1) Article 15 (Measures for electronic provision of information, etc.),
Paragraph 1 of the proposed amendments is to be newly introduced, as
the Company will be obliged to stipulate in its Articles of Incorporationthat it will take measures for the electronic provision of the information
contained in reference materials for general meetings of shareholders, etc.
(2) Article 15 (Measures for electronic provision of information, etc.),
Paragraph 2 of the proposed amendments is to be newly introduced inorder to allow the scope of the matters described in the documents to bedelivered to shareholders who have requested document delivery to belimited to the scope specified by the Ordinance of the Ministry of Justice,with respect to those matters for which measures for electronic provisionof information are to be taken concerning the information contained inreference materials for general meetings of shareholders, etc.
(3) Article 15 (Disclosure of reference materials for general meeting ofshareholders, etc. via the Internet and deemed provision) of the current
Articles of Incorporation is to be deleted, as its provisions will become
unnecessary once the system of electronic provision of materials forgeneral meetings of shareholders is introduced.
(4) Supplementary provisions are to be established concerning theeffectiveness of the above newly introduced and deleted provisions. These
supplementary provisions shall be deleted after the appropriate period has
elapsed.

2. Substance of the amendments
The proposed amendments are as follows:8

(Amended parts are indicated by underlining.)

Current Articles of Incorporation

Proposed Amendments

Chapter 3. General meeting of shareholders

Chapter 3. General meeting of shareholders

Article 15. Disclosure of reference materials forgeneral meeting of shareholders, etc. via theInternet and deemed provision(Deletion)

When
conveningageneralmeetingofshareholders, it shall be deemed that the Company
has provided shareholders with necessary
information that should be described or presented
in reference materials for the general meeting ofshareholders,business
reports,
andnonconsolidated and consolidated financial statements,
if they are disclosed via the Internet in accordancewith the Ministry of Justice Ordinance.
Article 15. Measures for electronic provision of
information, etc.

(Newly introduced)

1. When convening a general meeting ofshareholders, the Company shall take measures
for the electronic provision of information
contained in reference materials for general
meetings of shareholders, etc.
2. With respect to all or part of the matters forwhich measures for electronic provision of
information are to be taken as specified by theOrdinance of the Ministry of Justice, theCompany shall not be required to include suchmatters in the documents to be delivered toshareholders who have made a request for
document delivery by the record date for voting
rights.
(Newly introduced)

Supplementary Provisions
Article 1. Transitional measures concerning theelectronic provision of information for general
meetings of shareholders
1. The deletion of Article 15 (Disclosure ofreference materials for general meeting ofshareholders, etc. via the Internet and deemed
provision) and the introduction of Article 15(Measuresforelectronic
provisionof
information, etc.) of the Articles of Incorporation
shall become effective as of September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Disclosure of referencematerials for general meeting of shareholders,etc. via the Internet and deemed provision) of
the Articles of Incorporation shall remain in
effect for any general meeting of shareholders
held on a date within six months from
September 1, 2022.
3. The provisions of this Article shall be deleted
after six months have elapsed from September
1, 2022, or three months have elapsed from thedate of a general meeting of shareholders as
specified in the preceding paragraph, whicheveris later.

9

Item 3

Election of eight (8) Directors

At the conclusion of this Annual General Meeting of Shareholders, the terms ofoffice of all Directors will expire. The Company therefore asks the shareholders toelect eight (8) Directors.
To ensure balance and diversity in terms of the knowledge, experience, and abilityof the entire board deemed necessary for the sustainable growth and the increase of
corporate value over the medium- to long-term of the Company, the Company has
decided that the Board of Directors is to be composed of persons suitable as theCompany’s Directors who have a wealth of experience, excellent insight, expertise,
and ability required by the Company, with reference to the “Skill Matrix of the Boardof Directors,” which clearly states the personal requirements of company officers
based on the Asahi Group Philosophy (AGP), along with the Asahi Group Code of
Conduct, and corporate management strategy. Furthermore, Outside Directors shallbe persons who meet the requirements of independent officers as defined by theCompany such as corporate managers, experts, and others, and at least 1/3 of the
Directors.
The nomination of the candidates for the positions of Director has been deliberated
at the voluntary “Nomination Committee,” of which independent officers form amajority of the members and which is chaired by an Outside Director who is anindependent officer.
The candidates for Director are as follows:
Candidate
Number1

2

Name (Age)Position and Responsibilities in the Company

Akiyoshi Koji (70)

Chairman and Director, Chairman of the Boardof Directors

Reappointment

President and Representative Director, CEO
Overall Management
Corporate Communications
Domestic Alcoholic Beverages Business,
Domestic Soft Drinks Business, Domestic FoodBusiness

Atsushi Katsuki (62)Reappointment

Director and Executive Officer,
CAO (Chief Alliance Officer)
Alliance and M&AInternational Alcoholic Beverages Business,
International Soft Drinks Business3

Taemin Park (58)4

Keizo Tanimura (56)5

Christina L. Ahmadjian (63)6

Kaoru Sakita (56)7

Kenichiro Sasae (70)8Tetsuji Ohashi (68)

Reappointment

Director and Executive Officer,
CHRO (Chief Human Resources Officer)
Administration and Governance, Sustainability,
IT, Research & Development

Reappointment

Reappointment Outside Independent

Outside Director–

New candidate

New candidate Outside Independent

New candidate Outside Independent

10

–

–

Supervisory
Skills

Decision-Making
SkillsSkill Matrix of the Board of Directors
Ability to assess societal changes over the long term andmanage business through a backcasting-focused strategic
mindsetAbility to comprehensively manage business at the global andGlocal Management Skill regional level by taking a globally minded management
approach and optimizing management locally
Ability to manage business by viewing sustainability andConsideration ofmanagement as one and the same and integrating medium- to
Sustainability Management
long-term strategies with resolutions to social issues
Ability in management to promote discontinuous growth
Promotion of
Discontinuous Growththrough technological innovation and business restructuring
Long-term Outlook &Strategic Mindset

Management of theCompany’s Business
Finance, Accounting &Internal Control
Human Resource
Management

AttendedCandiBoard ofdate
Directors
Numbermeetings

Ability to accurately assess the status of business execution
and raise issues in accordance with the Medium-Term
Management Policy on the basis of the AGP
Ability to perform finance and accounting duties from amanagerial perspective and implement internal control thatfacilitates more substantial Group governance
Ability to manage diverse human resources and maximize thepotential of each employee—key elements for glocal value
creation

Decision-Making Skill
Long-term
Outlook &Strategic
MindsetSupervisory Skill

ConsideraPromotion Management
Finance,
GlocalHumantion ofofof theAccounting
Management
Resource
Sustainability Discontinu- Company’s& Internal
SkillManagement
Management ous GrowthBusiness
Control

1

12/12

◯

◯

2

12/12

◯

◯

3

12/12

◯

◯

4

12/12

◯

◯

◯

◯

◯

5

12/12

◯

◯

◯

◯

◯

6

–

◯

◯

◯

7

–

◯

◯

◯

◯

8

–

◯

◯

◯

◯

Reappointment: candidate for reappointment
Outside: candidate for Outside Director

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

New candidate: candidate for new appointment
Independent: candidate for independent officer

Notes: 1. The age, position and responsibilities are as of this Annual General Meeting of Shareholders.
2. Attended Board of Directors meetings is the number of times the Director attended Board of
Directors meetings held in FY2021.
3. The Company has entered into a directors and officers liability insurance policy with aninsurance company. Details of the insurance policy are described on page 80 of this notice.
Each of the candidates for reappointment are already listed as an insured under the insurance
policy and will continue to be listed as an insured upon approval of his or her reelection. In
addition, each newly appointed candidate will be listed as an insured upon approval of his or
her election. The Company plans to renew the said policy with the same terms during the termsof their office.

11

Candidate
Number1

Akiyoshi Koji
Reappointment
Date of Birth (Age): November 8, 1951 (70 years old)
Owned Shares of the Company:
16,700 shares
Tenure (at the conclusion of this Annual General
Meeting of Shareholders):
15 years
Attended BOD* meetings (FY2021):
12/12

Reasons for recommending Akiyoshi Koji as a candidate for Director
Since being appointed a Director of the Company in 2007, Akiyoshi Koji has served as
President and Representative Director of Asahi Breweries, Ltd., President andRepresentative Director, COO of the Company, and since 2018, President andRepresentative Director, CEO, and has been promoting sustainable growth and increased
corporate value over the medium- to long-term. In this fiscal year in particular, as
Chairman and Director he has served as the Chairman of the Board of Directors of theCompany, and has taken an integral role in increasing the effectiveness of the Board of
Directors. He has been essential in the fair and open operation of the Board of Directors,
prompting active involvement and expression of opinions and recommendations by
Outside Directors, and managing proceedings that encourage substantial dialogue
between Outside Directors and Internal Directors. In addition, he has played a central rolein creating sustainable mechanisms of the Board of Directors, which forms the basis ofincreased corporate value over the medium- to long -term.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company due to his experience as a top management of the Company overmany years. In particular, he possesses insight and expertise regarding the managementof the Company’s business, human resources management, glocal management skill
supported by foresight and a backcasting mindset, and management competence in the
promotion of discontinuous growth.
Accordingly, we deem that Akiyoshi Koji is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position
Chairman and Director, Chairman of the Board of Directors
Career Summary
Apr. 1975
Joined the Company
Sep. 2001
Executive Officer
Mar. 2003
Managing Director, Senior Department Head of Planning Division of
Asahi Soft Drinks Co., Ltd.
Mar. 2006
Senior Managing Director, Senior Department Head of Planning Division of
Asahi Soft Drinks Co., Ltd.
Mar. 2007
Managing Director, Managing Executive Officer of the Company
Jul. 2011
Director of the Company
President and Representative Director of Asahi Breweries, Ltd.
Mar. 2016
President and Representative Director, COO of the Company
Mar. 2018
President and Representative Director, CEO
Mar. 2021
Chairman and Director, Chairman of the Board of Directors(to the present)
Significant Concurrent
Outside Director of Imperial Hotel, Ltd.
Positions
Candidate’s special interests in the Company
There are no special interests between Akiyoshi Koji and the Company.
*BOD stands for Board of Directors.

12Candidate
Number2

Atsushi Katsuki
Reappointment
Date of Birth (Age): March 17, 1960 (62 years old)
Owned Shares of the Company:
2,698 shares
Tenure (at the conclusion of this Annual General
Meeting of Shareholders):
5 years
Attended BOD meetings (FY2021):
12/12

Reasons for recommending Atsushi Katsuki as a candidate for Director
Since being appointed a Director of the Company in 2017, Atsushi Katsuki has been
responsible for alliances & M&As and many domestic and overseas businesses, and has a
track record that includes promoting the restructuring of the business portfolio. In thisfiscal year in particular, serving as President and Representative Director, CEO, he made a
track record that includes propelling the sophistication of management, which is vital to
the Company’s sustainable growth and enhancement of corporate value over the mediumto long-term, by having drawn up medium- to long-term management policy enlisting anapproach that entails backcasting from megatrends and by completing the framework
consisting of four Regional Head Quarters upon establishment of Asahi Group Japan, Ltd.
He has also been taking the lead for business performance recovery under theenvironment of the global spread of COVID-19.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company through his experience as Group CEO of overseas Regional Head
Quarters, a Director of the Company, and a CFO. In particular, he has a high level of insightand expertise regarding the management of the Company’s business and finance,accounting & internal control, a high level of ability to promote discontinuous growth andlong-term outlook & strategic mindset, which are supported by knowledge and experience
regarding alliances and M&As, a high level of glocal management skill backed by his openmindedness and the ability to include diverse and different cultures, and a high level ofconsideration of sustainability management.
Accordingly, we deem that Atsushi Katsuki is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

President and Representative Director, CEO

Overall Management
Corporate Communications
Domestic Alcoholic Beverages Business, domestic Soft Drinks Business,domestic Food Business
Career Summary
Apr. 1984
Joined The Nikka Whisky Distilling Co., Ltd
Sep. 2002
Transferred to the Company
Oct. 2011
Managing Director of Asahi Holdings (Australia) Pty Ltd
Apr. 2014
Director, Group CEO of Asahi Holdings (Australia) Pty Ltd
Mar. 2016
Executive Officer of the Company
Director, Group CEO of Asahi Holdings (Australia) Pty Ltd
Mar. 2017
Director, Executive Officer of the Company
Mar. 2018
Managing Director, Managing Executive Officer
Mar. 2019
Managing Director, Managing Executive Officer, CFO
Mar. 2020
Senior Managing Director and Senior Managing Executive Officer, CFO
Mar. 2021
President and Representative Director, CEO(to the present)
Candidate’s special interests in the Company
There are no special interests between Atsushi Katsuki and the Company.

Responsibilities

13

Candidate
Number3

Taemin Park
Reappointment
Date of Birth (Age): January 25, 1964 (58 years old)
Owned Shares of the Company:
61 shares
Tenure (at the conclusion of this Annual General
Meeting of Shareholders):
3 years
Attended BOD meetings (FY2021):
12/12

Reasons for recommending Taemin Park as a candidate for Director
Since being appointed as a Director of the Company in 2019, Taemin Park’s responsibilities
have included alliances and M&As and overseas business. His track record includes
promoting the transformation of the Oceania business into a steady growth engine. In thisfiscal year in particular, he has been providing leadership and oversight for post-integration
management of business in Europe and Australia, developing more sophisticated global
marketing, identifying the trajectories of growth with respect to global brands andarranging investment necessary for the future.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company due to his extensive experience in overseas business over many
years, including in alliances and M&As and as Director of overseas Regional Head Quarters.
In particular, he has a high level of insight and expertise regarding the management of
the Company’s business and finance, accounting & internal control taking into
consideration trends and new movements in the overseas alcoholic beverages and softdrinks industries, a high level of glocal management skill for envisaging businessformations centered on alliances and M&As as well as decision making, and a high level ofthe ability to promote discontinuous growth.
Accordingly, we deem that Taemin Park is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

Director and Executive Officer, CAO (Chief Alliance Officer)

Alliance and M&AInternational Alcoholic Beverages Business, International Soft Drinks
Business
Career Summary
Apr. 1991
Joined Hitachi, Ltd.
Apr. 2003
Joined Renesas Technology Corp. (current Renesas Electronics Corporation)
Jul. 2005
Joined the Company
Apr. 2015
Senior Officer of the Company
Director of Asahi Group Holdings Southeast Asia Pte. Ltd.
Mar. 2016
Senior Officer, General Manager of Business Development Section of theCompany
Mar. 2017
Executive Officer, General Manager of Business Development Section
Mar. 2019
Director, Executive Officer
Mar. 2020
Director and Executive Officer, CAO(to the present)
Candidate’s special interests in the Company
There are no special interests between Taemin Park and the Company.

Responsibilities

14

Candidate
Number4

Keizo Tanimura
Reappointment
Date of Birth (Age): August 11, 1965 (56 years old)
Owned Shares of the Company:
5,123 shares
Tenure (at the conclusion of this Annual General
Meeting of Shareholders):
3 years
Attended BOD meetings (FY2021):
12/12

Reasons for recommending Keizo Tanimura as a candidate for Director
Since being appointed as a Director of the Company in 2019, Keizo Tanimura’s
responsibilities have included administration and governance (Human Resources, Legal
Affairs, General Affairs, IT, and Audit). His track record includes promoting the creation ofa succession planning system for the Group’s executives and the construction of a system
for human resources and compensation policy, and as the director responsible forgovernance, he has also promoted reinforcement of the operating foundation forincreasing the effectiveness of the Board of Directors. In this fiscal year in particular, hemade a track record that includes having brought about significant improvement toexternal assessments concerning ESG through his efforts in promoting integration ofsustainability and management in a manner culminating in numerous achievements
including that of reducing levels of CO2 emissions and implementing various environmental
measures. His efforts have also resulted in high scores with respect to employee
engagement as a result of having coordinated initiatives among the Regional Head
Quarters, which has involved drawing up a Group-wide personnel policy and engaging indiversity, equity and inclusion (DE&I) initiatives.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company through his extensive experience at multiple companies,
including as Director of an overseas Regional Head Quarters. In particular, he has a highlevel of insight and expertise regarding human resource management and governancefrom a global perspective, a high level of glocal management skill backed by his ability toinclude diverse and different cultures, and a high level of consideration of sustainability
management.
Accordingly, we deem that Keizo Tanimura is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus werecommend his reappointment as a Director.
Position

Director and Executive Officer, CHRO (Chief Human Resources Officer)

Responsibilities

Administration and Governance, Sustainability, IT, Research &Development

Career Summary
Apr. 1989
Joined the Company
Apr. 2016
Senior Officer, General Manager of Human Resources Section
Mar. 2017
Executive Officer, General Manager of Human Resources Section
Sep. 2018
Executive Officer responsible for Global and Local Talent Management
Mar. 2019
Director, Executive Officer
Mar. 2020
Director and Executive Officer, CHRO
(to the present)
Candidate’s special interests in the Company
There are no special interests between Keizo Tanimura and the Company.

15

Candidate
Number5

Christina L. Ahmadjian
Reappointment

Outside Director

Independent Director

Date of Birth (Age): March 5, 1959 (63 years old)
Owned Shares of the Company:― shares
Tenure (at the conclusion of this Annual General
Meeting of Shareholders):
3 years
Attended BOD meetings (FY2021):
12/12

Reasons for recommending Christina L. Ahmadjian as a candidate for Outside
Director
Since being appointed as an Outside Director of the Company in 2019, Christina L.
Ahmadjian has used her extensive experience as a university professor and an expert in
the fields of corporate governance and organization culture to provide appropriate
oversight for business execution through active opinions and recommendations. In
particular, she has contributed to increasing the effectiveness of the Board of Directors byproviding opinions and recommendations based on her experience and insight, fromperspectives including ESG, covering the Environment, Social, and Governance mattersoverall, integration of sustainability and management, DE&I, and organization culture.
Also, as a member of the Compensation Committee, she has contributed to making fair
and transparent decisions on verification of adequacy and effectiveness of an officers’
remuneration plan, and implementation of the plan.
Furthermore, she possesses a high level of insight, expertise, and ability required as an
Outside Director of the Company due to her research into corporate governance andorganizational culture and her experience serving as an outside director in multiple
companies.
Accordingly, we deem that Christina L. Ahmadjian is a necessary human resource who is
indispensable to the composition of the Board of Directors, mainly to provide a supervisory
function from the perspective of an expert on global organizational culture and othermatters for increasing the effectiveness of the decision-making and oversight functions of
the Board of Directors, and thus we recommend her reappointment as an Outside Director.
Position

Outside Director

Career Summary
Jan. 1995
Assistant Professor, Columbia Business School
Oct. 2001
Associate Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University
Jan. 2004
Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University
Apr. 2010
Dean of Graduate School, Graduate School of International Corporate
Strategy, Hitotsubashi University
Apr. 2012
Professor, Graduate School of Commerce and Management, Hitotsubashi
University
Apr. 2018
Professor, Graduate School of Business Administration, Hitotsubashi
University (to the present)
Mar. 2019
Director of the Company(to the present)
Significant Concurrent
Professor of Graduate School of Business
Positions
Administration, Hitotsubashi University
Outside Director of Japan Exchange Group, Inc.
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Candidate’s special interests in the Company
There are no special interests between Christina L. Ahmadjian and the Company.

16Views on independence
The Group maintains no transactional relationships with Christina L. Ahmadjian and entities
where she concurrently serves, and as she does not fall under any of the items on the“Criteria for independence of Outside Directors and Outside Audit & Supervisory Board
Members” which have been established by the Company as a means of objectively
assessing independence thereof, the Company has deemed that she maintains sufficient
independence with no potential for conflict of interests with general shareholders.
Moreover, as Christina L. Ahmadjian meets the requirements for independent officers as
defined by the Tokyo Stock Exchange, we have registered her as an independent officer as
stipulated by the said Exchange.
Regarding agreements limiting the liability
To enable her to contribute fully in her role as an Outside Director, the Company hasentered into an agreement with Christina L. Ahmadjian that limits her liability for damages
as prescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, her liabilities are limited to ¥20 million or to the minimum limited amountstipulated by applicable laws and regulations, whichever is higher. If her election isapproved, the current agreement will be extended.

17Candidate
Number6

Kaoru Sakita
New candidate
Date of Birth (Age): March 3, 1966 (56 years old)
Owned Shares of the Company:
339 shares

Reasons for recommending Kaoru Sakita as a candidate for Director
Having served in the Group in areas that include financial affairs and corporate planningand as a COO of overseas Regional Head Quarters, Kaoru Sakita has a track record that
includes playing an important role in the Company’s growth enlisting his substantial
expertise and knowledge in global management, while also leading efforts to optimize
global procurement systems since he was appointed to serve as Executive Officer in 2018.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as a
Director of the Company gained through his experience so far. In particular, he has a highlevel of insight and expertise regarding the management of the Company’s business andfinance, accounting & internal control, a high-level and well-balanced glocal management
skill utilizing his experience overseas, and a high level of consideration of sustainability
management.
Accordingly, we deem that Kaoru Sakita is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus we newly
recommend his appointment as a Director.
Career Summary
Apr. 1988
Joined the Company
Apr. 2016
Senior Officer, General Manager of Procurement Section
Mar. 2018
Executive Officer, General Manager of Procurement Section
Apr. 2020
Executive Officer, Head of Procurement(to the present)
Candidate’s special interests in the Company
There are no special interests between Kaoru Sakita and the Company.

18

Candidate
Number7

Kenichiro Sasae
New candidate

Outside Director

Independent Director

Date of Birth (Age): September 25, 1951 (70 years old)
Owned Shares of the Company:― shares

Reasons for recommending Kenichiro Sasae as a candidate for Outside Director
Having served as a foreign affairs official in key positions that include Vice Minister for
Foreign Affairs, Ambassador Extraordinary and Plenipotentiary of Japan to the UnitedStates of America, Kenichiro Sasae currently serves as President of The Japan Institute ofInternational Affairs and as outside director for multiple leading Japanese companies. In
particular, he has a wealth of experience serving as a foreign affairs official where his
accomplishments include achieving results with respect to various diplomatic issues amid
increasingly complex international developments.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as an
Outside Director of the Company gained through his experience so far. In particular, he
has a high level of insight and expertise regarding human resource management, a highlevel of glocal management skill utilizing his abundant knowledge and practical experience
regarding international politics and economics, a high level of consideration ofsustainability management, and a high level of ability to promote discontinuous growth.
Accordingly, we deem that Kenichiro Sasae is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus we newly
recommend his appointment as an Outside Director.
Career Summary
Apr. 1974
Joined Ministry of Foreign Affairs
Mar. 2002
Director-General of Economic Affairs Bureau, Ministry of Foreign Affairs
Jan. 2005
Director-General of Asian and Oceania Affairs Bureau, Ministry of Foreign
Affairs
Jan. 2008
Deputy Minister for Foreign Affairs
Aug. 2010
Vice-Minister for Foreign Affairs
Sep. 2012
Ambassador Extraordinary and Plenipotentiary of Japan to the UnitedStates of America
Jun. 2018
President and Director General, The Japan Institute of International Affairs
Dec. 2020
President, The Japan Institute of International Affairs(to the present)
Significant Concurrent
President of The Japan Institute of International Affairs
Positions
Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited
Candidate’s special interests in the Company
There are no special interests between Kenichiro Sasae and the Company.

19Views on independence
Although the Group maintains transactional relationships with The Japan Institute ofInternational Affairs, where Kenichiro Sasae concurrently serves, the amounts involved insuch transactions account for less than 1% of the consolidated revenue (or ordinary
income) of the Company and the said entity. As such, based on the “Criteria for
independence of Outside Directors and Outside Audit & Supervisory Board Members” whichhave been established by the Company as a means of objectively assessing independence
thereof, the Company has deemed that he maintains sufficient independence with nopotential for conflict of interests with general shareholders. Moreover, as Kenichiro Sasae
meets the requirements for independent officers as defined by the Tokyo Stock Exchange,
we have registered him as an independent officer as stipulated by the said Exchange.
Regarding agreements limiting the liability
If election of Kenichiro Sasae is approved, the Company plans to newly enter into anagreement with him that limits his liability for damages as prescribed in Paragraph 1, Article
423 of the Companies Act in order to enable him to contribute fully in his role as an Outside
Director. Under the terms of this agreement, his liabilities are limited to ¥20 million or tothe minimum limited amount stipulated by applicable laws and regulations, whichever ishigher.

20

Tetsuji Ohashi
Candidate
Number8

New candidate

Outside Director

Independent Director

Date of Birth (Age): March 23, 1954 (68 years old)
Owned Shares of the Company:― shares

Reasons for recommending Tetsuji Ohashi as a candidate for Outside Director
Having been involved in global management over many years, including as a president
and chairman of an international corporation, Tetsuji Ohashi currently serves as outside
director for multiple leading Japanese companies. In particular, he has successively held
key positions in manufacturing units of Komatsu Ltd. and has served as president of its
controlling subsidiary in the United States. He has accordingly promoted growth throughinnovation in corporate business enlisting a long-term outlook in efforts that include
promoting digitalization of construction sites.
Furthermore, he sufficiently possesses the insight, expertise, and ability required as an
Outside Director of the Company gained through his experience so far. In particular, he
has a high level of insight and expertise regarding governance from a global perspective,
a high level of glocal management skill, which utilizes his experience in global corporations,a high level of consideration of sustainability management, and a high level of ability topromote discontinuous growth.
Accordingly, we deem that Tetsuji Ohashi is a necessary human resource who is
indispensable to the composition of the Board of Directors as a member of the Board who
has diverse insight, expertise, and capabilities for increasing the effectiveness of thedecision-making and oversight functions of the Board of Directors, and thus we newly
recommend his appointment as an Outside Director.
Career Summary
Apr. 1977
Joined Komatsu Ltd.
Jan. 2004
President and Chief Operating Officer (COO) of Komatsu America Corp.
Apr. 2007
Executive Officer of Komatsu Ltd.
Apr. 2008
Senior Executive Officer (Jomu) of Komatsu Ltd.
Jun. 2009
Director and Senior Executive Officer (Jomu) of Komatsu Ltd.
Apr. 2012
Director and Senior Executive Officer (Senmu) of Komatsu Ltd.
Apr. 2013
President and Representative Director, and CEO of Komatsu Ltd.
Apr. 2019
Chairman of the Board and Representative Director of Komatsu Ltd.
(to the present)
Significant Concurrent
Chairman of the Board and Representative Director of
Positions
Komatsu Ltd.
Outside Director of Yamaha Motor Co., Ltd.
Outside Director of Nomura Research Institute, Ltd.
Candidate’s special interests in the Company
There are no special interests between Tetsuji Ohashi and the Company.

21

Views on independence
Although the Group maintains transactional relationships with Komatsu Ltd., where Tetsuji
Ohashi concurrently serves, the amounts involved in such transactions account for lessthan 1% of the consolidated revenue (or consolidated net sales) of the Company and thesaid company. As such, based on the “Criteria for independence of Outside Directors andOutside Audit & Supervisory Board Members” which have been established by the Company
as a means of objectively assessing independence thereof, the Company has deemed that
he maintains sufficient independence with no potential for conflict of interests with generalshareholders. Moreover, as Tetsuji Ohashi meets the requirements for independent officers
as defined by the Tokyo Stock Exchange, we have registered him as an independent officer
as stipulated by the said Exchange.
Regarding agreements limiting the liability
If election of Tetsuji Ohashi is approved, the Company plans to newly enter into anagreement with him that limits his liability for damages as prescribed in Paragraph 1, Article
423 of the Companies Act in order to enable him to contribute fully in his role as an Outside
Director. Under the terms of this agreement, his liabilities are limited to ¥20 million or tothe minimum limited amount stipulated by applicable laws and regulations, whichever ishigher.

22

Item 4

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this Annual General Meeting of Shareholders, the term ofoffice of Audit & Supervisory Board Member Katsutoshi Saito will expire. The
Company therefore asks the shareholders to elect one (1) Audit & Supervisory
Board Member.
The Company has decided that good balance of the entire Audit & Supervisory
Board must be ensured in terms of the knowledge, experience, ability anddiversity required for sustainable growth and the increase of corporate value of
the Company over the medium- to long-term, that the Audit & Supervisory Board
is to be composed of suitable persons reflecting the requirements of Directors
and Audit & Supervisory Board Members derived from the group philosophy, the“Asahi Group Philosophy,” the Asahi Group Code of Conduct, and management
strategy, and that the Audit & Supervisory Board will include at least 1 Audit &Supervisory Board Member with an appropriate knowledge of finance/accounting
and at least 1 Audit & Supervisory Board Member with an appropriate knowledgeof legal affairs. Furthermore, 3 of the Audit & Supervisory Board Members will be
Outside Audit & Supervisory Board Members who meet the requirements forindependent officers which have been established by the Company, and beelected from among corporate accounting experts, lawyers and persons withexperience in corporate management who possess abundant experience andcomprehensive knowledge in relevant fields.
This proposal is submitted with the prior consent of the Audit & Supervisory
Board.
The candidate for Audit & Supervisory Board Member is as follows:23

Shigeo Ohyagi
New candidate
Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member
Date of Birth (Age): May 17, 1947 (74 years old)
Owned Shares of the Company:― shares

Reasons for recommending Shigeo Ohyagi as a candidate for Outside Audit &Supervisory Board Member
Shigeo Ohyagi has extensive experience and exceptional insight into corporate
management with respect to engaging in business globally, particularly given that he hasserved as president and chairman of global corporations. In particular, serving as an
outside director and outside audit & supervisory board member in multiple leading
Japanese companies, he appropriately performs roles that include analyzing potential
risks, overseeing business execution and furnishing advice from a practical standpoint toverify potential business development, enlisting his fresh, objective and rational
perspective.
The Company expects that in serving as Outside Audit & Supervisory Board Member hewill appropriately perform the role of auditing the execution of duties by the Company’s
Directors, including the internal control system, from an objective standpoint based on his
knowledge and experience in corporate management. This will involve having him actively
give his opinions and recommendations at meetings of the Board of Directors and the
Audit & Supervisory Board, and also having him review the audit status of domestic groupcompanies and activities of overseas group companies’ audit committees, etc.
Accordingly, we deem that Shigeo Ohyagi is a necessary human resource for strengthening
the functions of the Company’s Audit & Supervisory Board in the aim for sustainablegrowth and enhancement of corporate value over the medium- to long-term, and thus we
newly recommend his appointment as an Outside Audit & Supervisory Board Member.
Career Summary
Mar. 1971
Joined Teijin Limited
Jun. 1999
Corporate Officer of Teijin Limited
Jun. 2001
Executive Officer of Teijin Limited
Jun. 2002
Senior Executive Officer of Teijin Limited
Oct. 2003
President & Representative Director of Teijin Pharma Limited
Jun. 2005
Managing Director of Teijin Limited
Jun. 2006
Senior Managing Director of Teijin Limited
Jun. 2008
President & Representative Director, CEO of Teijin Limited
Apr. 2014
Chairman of the Board of Teijin Limited
Apr. 2018
Director, Advisor of Teijin Limited
Jun. 2018
Advisor of Teijin Limited(to the present)
Significant Concurrent
Advisor of Teijin Limited
Positions
Outside Director of KDDI CORPORATION
Outside Director of Tokyo Electric Power Company
Holdings, Incorporated
Outside Audit & Supervisory Board Member of JFE
Holdings, Inc.

24

Candidate’s special interests in the Company
There are no special interests between Shigeo Ohyagi and the Company.
Views on independence
The Group maintains no transactional relationships with Shigeo Ohyagi and entities
where he concurrently serves, and as he does not fall under any of the items on the“Criteria for independence of Outside Directors and Outside Audit & Supervisory Board
Members” which have been established by the Company as a means of objectively
assessing independence thereof, the Company has deemed that he maintains sufficient
independence with no potential for conflict of interests with general shareholders.
Moreover, as Shigeo Ohyagi meets the requirements for independent officers as definedby the Tokyo Stock Exchange, we have registered him as an independent officer as
stipulated by the said Exchange.
Regarding agreements limiting the liability
If election of Shigeo Ohyagi is approved, the Company plans to newly enter into anagreement with him that limits his liability for damages as prescribed in Paragraph 1,
Article 423 of the Companies Act in order to enable him to contribute fully in his role asan Outside Audit & Supervisory Board Member. Under the terms of this agreement, his
liabilities are limited to ¥20 million or to the minimum limited amount stipulated byapplicable laws and regulations, whichever is higher.

Notes:
1. The age is as of this Annual General Meeting of Shareholders.
2.

The Company has entered into a directors and officers liability insurance policy with aninsurance company. Details of the insurance policy are described on page 80 of this notice.
Shigeo Ohyagi will be listed as an insured upon approval of his election. The Company
plans to renew the said policy with the same terms during the term of his office.

25

[Reference] Criteria for independence of Outside Directors andOutside Audit & Supervisory Board Members
The Company has established standards as set forth below for objectively
assessing the independence of its Outside Directors and Outside Audit &Supervisory Board Members (herein this section the “Outside Directors/Audit& Supervisory Board Members”) and accordingly deems that an Outside
Director/Audit & Supervisory Board Member lacks sufficient independence for
the Company if any of the following apply, such that he or she is:
1. A party who serves as an executive*1 of the Company or a subsidiary of theCompany (herein this section collectively referred to as the “Group”) or has
served as an executive of the Group in the past;
2. A party for whom the Group is a major business partner*2 (or if the business
partner is an incorporated entity, an executive thereof);
3. A party who is a major business partner of the Group*3 (or if the business
partner is an incorporated entity, an executive thereof);
4. A consultant, certified public accountant or other accounting professional, oran attorney at law or other legal professional who has been paid substantial
amounts of money or other financial benefits*4 other than Directors’ andAudit & Supervisory Board Members’ remuneration paid by the Group (or if
the party receiving such financial benefits is an incorporated entity,
association or other organization, then persons belonging to suchorganization);
5. A certified public accountant who belongs to the auditing firm which serves
as the Independent Accounting Auditor of the Group;
6. A major shareholder*5 of the Group (or if the major shareholder is anincorporated entity, an executive thereof);
7. An executive of an incorporated entity that is a major shareholder of theGroup;
8. An executive of a company which has a relationship involving crossassumption of office of Outside Directors/Audit & Supervisory Board
Members*6;
9. A party who receives substantial donations*7 from the Group (or if the party
receiving such donations is an incorporated entity, association or otherorganization, then an executive thereof);
10. A close relative*8 of a party who falls under any of the above items from 1
to 9 (limited to important persons*9, with the exception of item 1);
11. A party who has fallen under any of the above items from 2 to 10 during
the past ten (10) years;
12. A party who has exceeded the tenure of Outside Directors/Audit &Supervisory Board Members stipulated by the Company*10; or
13. Notwithstanding the provisions of the respective items above, a party withrespect to whom there are special grounds for deeming there to be potential
for conflict of interests with general shareholders.
*1. “Executive” refers to an executive as defined in Item 6, Paragraph 3, Article 2 of theRegulation for Enforcement of the Companies Act, and includes both executive directors
and employees, but does not include Audit & Supervisory Board Members.
*2. “Party for whom the Group is a major business partner” refers to a party whosetransactions in the most recent fiscal year amount to 2% or more of the consolidated net
sales of the business partner’s group.
*3. “Party who is a major business partner of the Group” refers either to a party whosetransactions in the most recent fiscal year amount to 2% or more of the Company’s
consolidated revenue, or a party who loans to the Group an amount equivalent to 2% or26

more of the Company’s consolidated total assets as of the end of the most recent fiscal
year.
*4. “Substantial amounts of money or other financial benefits” refers to money and otherfinancial benefits amounting to 10 million yen or more annually, excluding Directors’ andAudit & Supervisory Board Members’ remuneration, for the most recent fiscal year (if suchfinancial benefits are obtained by an incorporated entity, association or otherorganization, it refers to money or other financial benefits amounting to 2% or more ofsuch organization’s total revenues for the most recent fiscal year).
*5. “Major shareholder” refers to a person or incorporated entity that directly or indirectly
holds 10% or more of the Company’s total voting rights.
*6. “Relationship involving cross-assumption of office of Outside Directors/Audit &Supervisory Board Members” refers to a relationship where an executive of the Group
serves as an outside director/audit & supervisory board member of another company, andan executive of that company serves as an Outside Director/Audit & Supervisory Board
Member of the Company.
*7. “Substantial donations” refers to annual donations of 10 million yen or more made during
the most recent fiscal year.
*8. “Close relative” refers to a spouse or persons within the second degree of consanguinity.
*9. “Important person” refers to Directors (excluding Outside Directors), executive officers,
Executive Officers, and other executives in positions of General Manager or above;certified public accountants belonging to auditing firms or accounting offices; attorneys
at law belonging to legal professional corporations or law firms; councilors, directors orother officers belonging to incorporated foundations, incorporated associations,educational institutions and other incorporated entities; and other persons objectively andreasonably deemed to be in positions of similar importance.
*10. “Tenure of Outside Directors/Audit & Supervisory Board Members stipulated by theCompany” means ten (10) years with respect to Directors and twelve (12) years withrespect to Audit & Supervisory Board Members.

27

Item 5

Revision of Stock Compensation Plan for Directors

1. Reason for the proposal and reasons justifying such revision of
the compensation plan
In 2016, the Company introduced a stock compensation plan (hereinafterreferred to as the “Plan”) in order to increase the motivation of the Company’s
Directors (excluding the Outside Directors; hereinafter referred to as the“Directors”) to strive for sustainable growth and the enhancement of corporate
value over the medium- to long-term. The Company furthermore gained approvalfor Item 7 “Revision of Stock Compensation Plan for Directors” at its 95th Annual
General Meeting of Shareholders held on March 26, 2019 (hereinafter referred toas the “Previous Resolution”) to revise the content of the plan, which has
remained in effect to this day.
Under this proposal, the Company seeks approval to revise the Plan as
described in section 2 below, such that the revisions pertain to the maximum
amount of funds that the Company is to contribute to acquire the Company’s
shares necessary for distribution of its shares to the Directors and also pertain to
the maximum number of points that are to be granted in serving as the basis forcalculating the number of shares to be distributed to each Director.
The Company believes that continuance of the Plan is appropriate given that
the Plan remains unchanged in that Directors are to enjoy or bear the benefits
and risks of stock price fluctuations due to the impact of performance, theexternal economic environment, and other factors from the same standpoint asshareholders amid the plan’s ongoing aims of “providing incentives to the
Directors to continually enhance corporate value over the long term,” and“sharing benefits and risks with shareholders,” and also given that the revision isto entail setting upper limits on monetary amounts and number of points per this
proposal, upon having taken into account factors that include the compensationlevels of a group of benchmark companies and the Company’s intension toincrease the percentage of stock compensation as part of total officers’
remuneration in the future.
The amount and contents of compensation for Directors under the Plan is set
separately from the total amount of remuneration, etc. for Directors approved in
Item 5 “Revision of Amount of Remuneration, etc. for Directors” at the 95th
Annual General Meeting of Shareholders held on March 26, 2019 (¥1,500 million
per annum; including ¥100 million for Outside Directors).
Meanwhile, whereas the Company has established a policy on decisions
pertaining to content of remuneration, etc. for Directors, an overview of which isprovided on page 63 of this notice, the Plan is to align with such policy, which theCompany does not intend to change even if this proposal gains approval.
Currently there are five (5) Directors who are eligible to receive the paymentof compensation under the Plan. If the shareholders approve Item 3 “Election ofeight (8) Directors” as originally proposed, the Directors eligible to receive thepayment of compensation under the Plan will be five (5).

2. Amount and contents of compensation under the Plan
(1) Overview of the Plan
The Plan is a long-term stock compensation plan for the Directors of theCompany whereby the Company will grant points every year according to the28executive rank and roles of the Directors and, at the time of their retirement, will
distribute to them such number of shares of the Company as would be equivalent
to the cumulative number of points theretofore granted to them. The Company
will continue to adopt a Stock Distribution Trust for Officers structure where theCompany will create a trust (hereinafter referred to as the “Trust”) by
contributing cash, the Trust will acquire shares of the Company, and thendistribute these shares to eligible Directors. In principle, the timing for
distributing shares of the Company (in some cases, cash may be provided in lieu
of shares of the Company) to the eligible Directors will be the time of retirement.

(2) Method of calculating points to be granted to each Director
Pursuant to the Stock Distribution Regulations prescribed by its Board of
Directors, on the date of the meeting of the Board of Directors convened for the
purpose of approving financial results for each fiscal year during the period of theTrust, the Company will grant to each Director a certain number of points
according to his/her executive rank and role. The maximum aggregate numberof points to be granted by the Company to the eligible Directors for each fiscal
year is to be changed to thirty-seven thousand five hundred (37,500) points
under this proposal, from the twenty-five thousand (25,000) points approved
under the Previous Resolution.
(3) Upper limit on the amount of Trust Money to be contributed to theTrust as a source of funds with which to acquire shares of theCompany
In the Previous Resolution, the Company gained approval with respect to ¥300
million for a three-year period as the maximum amount of funds for acquisitionof additional shares of the Company as necessary for distribution of such shares
to Directors. Under this proposal, the amount is to be changed to ¥450 million
for the three-year period.
Under the Plan, the Company shall make additional cash contributions to theTrust already set up on December 28, 2016, of not more than ¥450 million during
the three-year period running from the fiscal year ending on December 31, 2022
to the fiscal year ending December 31, 2024 (hereinafter referred to as the“Target Period”), as funds to acquire the shares of the Company required for
distribution of shares of the Company to Directors, and shall continue the Trustwith the Directors that meet certain requirements as its beneficiaries. The Trustshall use the additional cash payments to the Trust by the Company (together
with any cash remaining in the Trust before the additional payments were made)as a source of funds to acquire shares of the Company in the stock market, or toacquire shares by undertaking the disposal of the Company’s treasury shares.
Furthermore, by a resolution of the Board of Directors of the Company, the Target
Period may be extended for a period of three years each, along with the Trust
Period (this includes an effective extension of the Trust Period by means oftransferring the assets of the Trust to a trust set up by the Company for the same
purpose), so as to continue the Plan. In that event, the Company will makeadditional cash contributions to the Trust, during the extended period of theTarget Period, up to a limit of ¥450 million, as additional funds to acquire sharesof the Company required for distribution to Directors under the Plan. Furthermore,in such a case of extension, the Company will continue to grant the points set
forth in (2) above and distribute shares of the Company as prescribed in (4)below within the extended period of the Trust.

29However, even where the Company does not continue to grant the points asabove, if, at the time of expiration of the period of the Trust, there are Directors
who are granted points but are not yet retired, the Company may decide toextend the period of the Trust until such time as they are retired and distributionof shares of the Company is completed.
Note: The actual amount of additional cash to be left in the Trust by the Company
will be equal to the sum of the abovementioned funds for acquisition of theshares of the Company, and an estimated amount of the associated necessary
expenses including trust fees and fees for the Trust Administrator.

(4) Distribution of shares of the Company to each Director
The number of shares of the Company to be distributed to each Director willbe the number of points granted to him/her multiplied by one (1); provided,
however, that if any share split, reverse share split or any other event for which
it would be considered reasonable to adjust the number of shares occurs withrespect to the shares of the Company, then the Company will make reasonableadjustments depending on the ratio of such stock split, reverse stock split and soon.
Shares of the Company will be distributed from the Trust to each eligible
Director after he/she performs the established beneficiary determination
procedures at the time of his/her retirement. In addition, the undistributed
shares of the Company equivalent to the number of points granted prior to thePrevious Resolution shall be distributed, by the Trust, in addition to shares of theCompany equivalent to the points granted pursuant to the Plan subsequent to its
revision per the Previous Resolution. Also, under certain circumstances
corresponding to situations prescribed in the Stock Distribution Regulations andin the Trust Agreement, including cases where the Company is required to deduct
at source in order to withhold assets for the withholding tax, etc., part of theshares of the Company that should be distributed shall be sold for cash, whichshall be distributed in place of the shares of the Company.

(5) Overview of the Trust
Name: Stock Distribution Trust for Officers
Settlor: Asahi Group Holdings, Ltd.
Trustee: Sumitomo Mitsui Trust Bank, Limited
Beneficiaries: Eligible Directors fulfilling the requirements of the Beneficiaries
Trust Administrator: The Company selects a third party who does not have any
interest in the Company, the Company’s subsidiaries, or any
Directors, Outside Directors, Audit & Supervisory Board
Members, or Executive Officers belonging thereto
Trust type: Trust of money other than money trust (third-party-benefit trust)
Date on which additional cash will be entrusted: May 2022 (scheduled)
Trust period: From December 2016 to June 2025 (scheduled)(Extended from the scheduled duration of the trust (until June 2022) at the time of
the Previous Resolution)30

(i) Structure of the Trust[Settlor](b) Additional trust of cash

Stock exchange market

Asahi Group Holdings, Ltd.
(c) Payment(e)Grantofpoints(c) Disposal oftreasuryshares(c’) Purchase price[Trustee]
Sumitomo Mitsui Trust Bank, Limited
Re-trust trustee: Custody Bank of Japan, Ltd.
Stock distribution trust

Shares of
the Company

Cash(d) Instruction not toexercise voting rights(a) Establishment ofStock Distribution
Regulations(c’) Purchaseof shares(f) Sale of shares(f) Sale proceeds(f) Shares and cash

Trust Administrator[Beneficiaries]
Directors(Note) Dotted lines denote the movements of shares.

a The Board of Directors of the Company will establish Stock Distribution
Regulations intended for its Directors (excluding Outside Directors) (On thisoccasion, plans are for continuing to use regulations already established).
b With regard to the Trust set up with Directors as beneficiaries on December 28,
2016, after extending the Trust Period, the Company shall make additional
contributions (additional payments to the Trust) equivalent to the funds neededto acquire shares to the Trustee (however, this shall be within the monetary
limits approved by a General Meeting of Shareholders).
c The Trustee shall use the funds within the Trust (including, as described in b
above, any cash remaining in the Trust before the additional payments were
made, in addition to those payments), to acquire, in one lump, shares of theCompany equivalent to the number expected to be distributed going forward(depending on whether this is achieved by disposal of treasury shares, or bypurchases in the stock market).
d Throughout the period of the Trust, the Company will appoint a Trust
Administrator (to be limited to be a party independent of the Company, theCompany’s subsidiaries, or any Directors, Outside Directors, Audit & Supervisory
Board Members, or Executive Officers belonging thereto) who is responsible forprotecting the interests of the Beneficiaries who are covered by the Stock
Distribution Regulations and supervising the Trustee. Throughout the period of
the Trust, the Trust Administrator will give instructions not to exercise any voting
rights associated with the shares of the Company kept within the Trust.
e Pursuant to the Stock Distribution Regulations, the Company will grant points tothe eligible Directors.
f The Directors fulfilling requirements prescribed in the Stock Distribution
Regulations and the Trust Agreement will receive, as Beneficiaries of the Trust,a distribution of shares of the Company equivalent to the cumulative number ofpoints from the Trustee. In certain specific cases set forth in advance in the
Stock Distribution Regulations and the Trust Agreement, the Company will sellpart of the distributable shares kept within the Trust in the stock market anddistribute cash.

31

(ii) Additional payments to the Trust
Subject to approval of this proposal at this Annual General Meeting of
Shareholders, the Company will create the Trust by making additional contributionsof the funds necessary for the Trust to acquire the number of shares of the Company
that can reasonably be expected to be required for distribution as described in (4)above. As discussed in Item (iii) below, the Trust will acquire, in one lump, sharesof the Company by applying the funds contributed by the Company (together withany cash remaining in the Trust before the additional payments were made), as asource of its funds.
(iii) Method of Acquisition by the Trust of Shares of the Company
The Company plans to have the Trust acquire shares of the Company throughthe stock market or by disposing of treasury shares held by the Company.
If, during the period of the Trust, due to an increase in the number of Directors
or any other cause, the number of shares of the Company kept within the Trust
becomes short of that corresponding to the number of points to be granted to theeligible Directors during the period of the Trust, the Company may have the Trust
acquire additional shares by leaving additional cash in trust within the scope of theupper limit on the trust money approved by this Annual General Meeting of
Shareholders as stated in (3) above.
(iv) Extension of Period of the Trust
The period of the Trust will be extended to the end of June 2025 (scheduled).
Moreover, as described in (3) above, the period of the Trust may be extended again.
(v) Exercise of the Voting Rights
Pursuant to the instructions of the Trust Administrator who will be independentof the Company and its Directors, Outside Directors, and Audit & Supervisory Board
Members, the voting rights associated with the shares kept within the Trust will not
be exercised without exception, which will assure the neutrality of the Company’s
management in relation to exercise of the voting rights of such shares.
(vi) Handling of Dividends
Dividends on the shares of the Company kept within the Trust will be received
by the Trust, and will be applied towards payment for acquisition of the shares of
the Company, trust fees for the Trustee associated with the Trust, etc.
(vii) Handling of Trust Property at the Time of Termination of the Trust
Of the residual property left within the Trust at the time of termination of theTrust, the Company plans to acquire all of the residual shares of the Company
without charge and cancel them by a resolution of the Board of Directors. Of theresidual property left within the Trust at the time of termination of the Trust,
pursuant to the provisions of the Stock Distribution Regulations and the Trust
Agreement, the Company plans to donate a certain amount of residual cash to
specified public-service promotion corporations who does not have any interest in
the Company, the Company’s subsidiaries, any Directors, Outside Directors, Audit &Supervisory Board Members, or Executive Officers belonging thereto.

32

(Attached Materials)
BUSINESS REPORT (From January 1, 2021 to December 31, 2021)
I Operating Results for This Fiscal Year
(Business Progress and Result)1

Overview of Consolidated Operating Results
During this fiscal year, the global economy as a whole showed signs ofrecovery due to the rebound in economic activities in the U.S., Europe, and otherregions, despite the continued impact of the COVID-19 pandemic. The Japanese
economy also experienced a gradual recovery owing to various policies,
improvements in the global economy, and other factors although the effects ofthe decline in consumer spending remained.
Under these circumstances, the Asahi Group continued to work on promoting
its Value Creation Management from both global and local perspectives based on
the Medium-Term Management Policy, and also implemented management
reforms in light of the rapidly accelerating changes in the social environment
amid the COVID-19 crisis.
In the Medium-Term Management Policy, we set out “Strengthening Earnings
Power,” “Sophisticating Management Resources,” and “Reinforcing ESG
Initiatives” as our Key Initiatives, and in terms of “Strengthening Earnings Power,”in addition to enhancing the value of our mainstay brands in each businesssegment and shoring up the new value proposition, we accelerated the recoveryof business performance affected by the COVID-19 pandemic through further
improving cost efficiency and promoted the restructuring of earning structure to
reinvest in “Sophisticating Management Resources” and “Reinforcing ESG
Initiatives.”
As a result, despite the negative effects caused by the downturn of the foodservice industry in Japan and Europe, revenue of the Asahi Group increased by
10.3% year-on-year to ¥2,236,076 million due to the effects of the newly
consolidated Australian beer and cider business (hereinafter the “CUB”), forwhich the acquisition process was completed in June 2020, and other factors.
Core operating profit*1 increased by 29.9% year-on-year to ¥217,940 million,
and operating profit rose by 56.8% to ¥211,900 million. Profit attributable toowners of parent totaled ¥153,500 million, an increase of 65.4% year-on-year.
Furthermore, excluding the effects of exchange rate fluctuations, revenue
increased by 6.1% year-on-year and core operating profit increased by 23.1%
year-on-year.*2*1. Core operating profit is the Company’s original indicator of profit, which measures theordinary business earnings calculated by deducting cost of sales and selling, general andadministrative expenses from revenue.
*2. Foreign currency amounts in 2021 are compared after conversion to the yen equivalentusing the 2020 exchange rate.

33

■Asahi Group’s Earnings

Note: The Asahi Group has adopted International Financial Reporting Standards (IFRS).

34

■

Financial and Profit/Loss Indicators of the Asahi Group
98th term
FY2021(current year)(million yen)
2,236,076(million yen)
217,940(million yen)
211,900(million yen)

95th term
FY201896th term
FY201997th term
FY20202,120,291

2,089,048

2,027,762

Core operating profit

221,383

212,971

167,823

Operating profit

211,772

201,436

135,167

Profit attributable to ownersof parent

151,077

142,207

92,826

10.0

9.6

6.7

EBITDA*1

318,463

304,848

269,446

Basic earnings per share*2

329.80310.44

196.52

Total assets

3,079,315

3,140,788

4,439,378

Total equity

1,149,647

1,248,279

1,517,816(million yen)
1,759,148(yen)

Equity attributable to ownersof parent per share*3

2,502.67

2,720.76

2,992.06

3,467.47

Revenue

Operating profit ratio

ROE(Profit ratio to equity
attributable to owners ofparent)153,500(%)
9.5(million yen)
328,497(yen)
302.92(million yen)
4,547,748

(%)
13.2

11.9

6.7

9.4
(million yen)

Adjusted profit attributable toowners of parent*4

150,688

142,207

92,826

Adjusted earnings per share*5

328.95

310.44

196.52

15.2

13.0

7.5

Adjusted ROE(Adjusted profit ratio toequity attributable to ownersof parent)*6

153,500(yen)
302.92(%)
11.0*1. EBITDA is equal to the sum of core operating profit and amortization and depreciation.
*2. Basic earnings per share is calculated based on the average total number of shares outstanding during
the term. The total number of shares outstanding is exclusive of treasury shares. The shares of theCompany held by Custody Bank of Japan, Ltd. as trust property for stock compensation are includedin the treasury shares to be deducted in the calculation.
*3. Equity attributable to owners of parent per share is calculated based on the total number of shares
outstanding at the end of the fiscal year. The total number of shares outstanding is exclusive oftreasury shares. The shares of the Company held by Custody Bank of Japan, Ltd. as trust property
for stock compensation are included in the treasury shares to be deducted in the calculation.
*4. Adjusted profit attributable to owners of parent is profit attributable to owners of parent less a onetime profit or loss on the restructuring of business portfolio (net of tax expenses), etc.
*5. Adjusted earnings per share is calculated based on adjusted profit attributable to owners of parent.
*6. Adjusted ROE is calculated based on adjusted profit attributable to owners of parent divided by total
equity attributable to owners of parent (net of exchange differences on translation of foreign
operations, and changes, etc. of fair value of investment in financial assets measured at fair value
through other comprehensive income).

35

2

Overview of Operating Results by Business Segment■ Asahi Group Revenue by Business Segment
Business Segment

97th term
FY2020(million yen)

98th term
FY2021(current year)(million yen)

Change inamount(million yen)

Change inpercentage(%)

Alcoholic Beverages*1

746,956

722,126(24,830)(3.3)

Soft Drinks

353,381357,809

4,427

1.3

Food

123,486

125,898

2,412

2.0

Overseas792,956

1,017,586

224,629

28.3

Other*1

104,685

105,990

1,304

1.2

Adjustment*2(93,705)(93,334)

370

–

Total

2,027,762

2,236,076

208,313

10.3*1. In line with the business reorganization in the 98th term (FY2021), the Company changedclassification of certain companies included in the “Alcoholic Beverages segment” to the“Other segment.” The figures shown for the revenue by business segment for the 97th
term (FY2020) were calculated according to the changed classification.
*2. The adjustment is the elimination amount of intersegment revenue and revenue of thecorporate portion not attributable to any segment.

36

Main products

Beer, Happoshu (low-malt beer), New genre (malt-type), RTD*, Whisky
and other spirits, Wine, Shochu, Alcohol-taste beverages

In the Alcoholic Beverages segment, we focused our investments on the mainstay brands
in each category and worked to create new markets by strengthening our proposals for
products and drinking styles that meet diversifying consumer needs.
In beer-type beverages, we launched “Asahi Super Dry Nama Jokki Can,” which offers away to enjoy draft beer in a mug style typically available at bars and restaurants, and “Asahi
Draft Beer” canned products, which feature a “worldview filled with warmth” and a “mellow
and flavorful taste” to provide new value. In addition, we started developing the home draft
beer service, “THE DRAFTERS,” to accelerate the invigoration of the beer market. In happoshu(low-malt beer) and new genre (malt-type) beverages, we ramped up advertisement and sales
promotion activities centered on our mainstay brands such as “Asahi Style Free,” “Clear Asahi,”and “Asahi THE RICH” as part of our efforts to enhance our brand value.
Aside from beer-type beverages, in RTD beverages, we renewed the core brand, “Zeitaku
Shibori RTD,” to enhance its fruit flavor, expanded sales channels of “Asahi The Lemon Craft,”which achieved a rich lemon flavor, to all business categories, and developed advertisement
and sales promotion activities to strengthen the brands. In alcohol-taste beverages, we
worked to expand our new user base with “Asahi DRY ZERO” and launched “Asahi BEERY,”
which features the rich, flavorful taste of barley that is only made possible by using 100%beer ingredients and “Asahi HIBALLY,” which delivers the authentic taste and high-quality
aftertaste of whiskey as a new low-alcohol beverage category to promote our “smart drinking”
concept, which proposes a more diverse range of drinking patterns.
As a result of these efforts, though sales of “Asahi Style Free,” alcohol-taste beverages,
etc. exceeded the previous year’s results by capturing changes in consumer needs such as
growing health consciousness, revenue from the Alcoholic Beverages segment decreased by
3.3% year-on-year to ¥722,126 million resulting from the continued impact of restrictions on
the provision of alcoholic beverages due to the COVID-19 pandemic and other factors, including
a significant decrease in sales of beer to restaurants.
Core operating profit decreased by 14.7% year-on-year to ¥70,756 million due to thelower revenue which outweighed our efforts such as reducing manufacturing costs andreforming our earnings structure (Operating profit stood at ¥56,781 million, representing a
year-on-year decrease of 21.2%).
* RTD stands for “Ready To Drink,” which refers to a type of beverage sold in a prepared form
and ready for consumption, such as canned chuhai.

37

Main
products

Carbonated drinks, Milk-based beverages, Coffee, Tea, Mineralwater, Fruit drinks

In the Soft Drinks segment, the brand value centered on core brands, which we havefostered to date, was further heightened as we sought to bolster our lineups of products
matched to lifestyle changes and proposals for resolving social issues.
In our mainstay brands, we launched “MITSUYA Lemola,” a not-too-sweet carbonatedbeverage that combines the deliciousness of sweetened carbonated beverages with therefreshment of unsweetened carbonated beverages, under the “MITSUYA” brand to strengthen
our new value proposition. For the “WILKINSON” brand, we further enhanced the value of thebrand in the well-performing carbonated beverage category, which enjoyed an increase indemand for health and household consumption, by such means as renewing “WILKINSONTANSAN EXTRA,” which has the function of reducing the absorption of fat and sugar and isclassified as foods with function claims. For the “CALPIS” brand, in addition to the renewal of“CALPIS WATER,” which marked its 30th anniversary, we worked to reinforce our brands bypromoting the proposal of recipes for arranging concentrate-type products to meet changing
lifestyles.
In terms of strengthening proposals to resolve social issues, we adopted new materials
and manufacturing methods together with new containers made of eco-friendly materials suchas recycled PET resin and bio-material resin in the “Juroku Cha” brand. Furthermore, welaunched over-the-counter sales of “Asahi OISHII MIZU Simple eco label*,” as well as acompletely label-less product under the “Juroku Cha” brand, which has introduced laser
marking technology for the first time in the food industry, and worked to reduce environmental
impact through strengthening the development of label-less products.
As a result of these efforts, despite the impact of unseasonable weather during the peakseason and the COVID-19 pandemic, revenue from the Soft Drinks segment increased by 1.3%
year-on-year to ¥357,809 million mainly due to sales volumes of the carbonated beverage andTea topping the previous year’s results.
Core operating profit increased by 19.2% year-on-year to ¥33,139 million, mainly due tothe impact of increased revenue and the effects of the streamlining of overall fixed costs
through selection and concentration strategy of the brands (Operating profit stood at ¥64,115
million, representing a year-on-year increase of 121.8%).
* The simple eco label is a small-sized seal showing required labeling contents such as
statutory entries.

38

Main
products

Confectionery, Nutritional snacks, Freeze-dried foods,
Supplements, Baby foods, Infant formula, Products aimed atsenior citizens

In the Food segment, we worked to build a sustainable growth foundation through value
creation tailored to new lifestyles and the strengthening of each category in response tochanges in the market structure.
With the tablet-type confectionary “MINTIA,” we worked to enhance our brand value by
proposing a new way of enjoying the breath mints, by such means as launch of products
designed especially for use when wearing a mask, as well as products classified as foods withnutrient function claims and products classified as foods with function claims that address
rising health consciousness. For our nutrition support food “Ippon Manzoku Bar,” we promoted
the expansion of the product lineup and the strengthening of sales promotion activities,
particularly in the protein series, on the back of growing health consciousness and interest inbuilding up bodies. As for freeze-dried food “AMANO FOODS,” in addition to expanding thelineup of high-end products in the “Itsumono Omisoshiru” series, we launched the “OshokujiMenu” series to meet the growing need for shorter cooking times and individual servings, toemphasize the value of freeze-dried foods as a convenient way to enjoy authentic flavors.
In baby foods, in response to customer needs, we expanded our lineup of products,
including those that support the preparation of baby food, in order to expand our user base.
In the category of dietary supplement, for “Dear-Natura,” we expanded our product lineup to
meet the rising needs for self-care and also propped up the brand power through advertisingand sales promotion activities.
As a result of these efforts, revenue from the Food segment increased by 2.0% year-onyear to ¥125,898 million mainly due to sales of freeze-dried miso soup, which captured demand
from staying at home, and “Dear-Natura,” which responded to growing self-care needs,
exceeding the previous year’s results, despite a decrease in sales of “MINTIA” as a result of
reduced office work hours and occasions to go out.
Core operating profit increased by 4.1% year-on-year to ¥11,447 million, mainly due tothe impact of increased revenue and the effects of the streamlining of overall fixed costs(Operating profit stood at ¥10,493 million, representing a year-on-year decrease of 6.1%).

39

Main products

Beer, Low-alcohol beverages, Alcohol-taste beverages, Carbonated drinks,
Mineral water, Condensed milk, Fruit drinks, Coffee

In the Overseas segment, we promoted premium strategies, focusing on our mainstay brands
and alcohol-taste beverages in local markets, and strengthened the expansion of sales channels for
global premium brands.
With regard to the expansion of our brands in the global market as a whole, we worked tobolster our ability to disseminate brand information by concluding an agreement to become thepartner of the RUGBY WORLD CUP 2023 FRANCE with “Asahi Super Dry” and of the Aston Martin
Cognizant FORMULA ONETM TEAM, a motor sports team, with “Peroni Libera 0.0%.”
In the Europe business, we intensified marketing activities focusing on our mainstay premium
brands such as “Peroni Nastro Azzurro” and “Radegast,” and promoted initiatives to reduce
environmental impact in each country, such as the renewal of packaging to 100% recyclable
materials for “Pilsner Urquell,” in order to boost our brand value. In alcohol-taste beverages, we
expanded our lineup of flavored products for “Birell,” “Lech Free,” etc., and reinforced our efforts tocapture new drinking opportunities.
In the Oceania business, as for alcoholic beverages, we conducted aggressive marketing
campaigns focusing on “Great Northern,” and also launched our alcohol-taste beverage “Great
Northern Zero” throughout Australia to work to strengthen our new value proposition. As for softdrinks, we strengthened sales of our no-sugar products centered on the carbonated drink category
and sport drinks, and enhanced their presence in the market. We also promoted initiatives to createsynergies by leveraging our solid business foundation, which included the enhancement of sales of“Asahi Super Dry” and other premium beers and non-alcohol beverages to restaurants.
In the Southeast Asia business, we worked to increase brand awareness by launching “WONDA
Brown Sugar Latte” in Malaysia and expanding our product lineup with a focus on brands owned by
the Asahi Group.
As a result of these efforts, revenue from the Overseas segment increased by 28.3% year-onyear to ¥1,017,586 million mainly due to the effects of newly consolidated CUB and the recovery insales of restaurants resulting from deregulation despite continued market contraction caused by the
restriction in various countries during the COVID-19 pandemic mainly in the Europe business.
Core operating profit increased by 70.6% year-on-year to ¥160,561 million mainly due to theeffects of newly consolidated CUB and increased revenue from the Europe business despite thenegative effects caused by the changes in sales mix per marketing channel (Operating profit stoodat ¥111,076 million, representing a year-on-year increase of 113.2%).
Excluding the effects of exchange rate fluctuations, revenue rose by 17.7% year-on-year andcore operating profit increased by 56.2% year-on-year.**

Revenue and core operating profit are compared between the previous and current terms after
foreign currency amounts in 2021 are converted to the yen using the 2020 exchange rate.

40

Main
businesses

Cargo transportation, Restaurant, Production and Distribution offeedstuffs

In the Other segment, revenue increased by 1.2% year-on-year to ¥105,990 million.
Core operating loss amounted to ¥141 million, representing an improvement of ¥1,039
million year-on-year (Operating profit stood at ¥106 million, representing an improvement of¥5,119 million year-on-year).
Notes to “2 Overview of Operating Results by Business Segment”:
The share of revenue by segment is calculated by dividing the revenue of each segment by
the consolidated total revenue including the adjustment amount (¥93,334 million).
Accordingly, the total share of revenue amounts to 104.2%.

3

Progress in the Medium-Term Management Policy Guidelines
As for “Financial and Cash Flow Guidelines” set out in the Medium-Term
Management Policy, despite the impact of the COVID-19 pandemic, free cash
flows (FCF) for this fiscal year (FY2021) topped ¥200.0 billion and Net
Debt/EBITDA showed progress exceeding the guidelines due to cash generationfrom the sales of non-operating assets, etc.
With EPS increasing due to improved business performance, shareholder
returns are expected to exceed guidelines, paying a dividend of ¥109 per sharefor this fiscal year.
Furthermore, “Key Performance Indicator Guidelines” were withdrawn in
February 2021 in light of the impact of the COVID-19 pandemic.

■ Financial and Cash Flow Guidelines
Guidelines for 2021 onward
Cash Flow

2021 progress FCF*1: Annual average of ¥200.0 billion or higher ¥319.1 billion

 Prioritize allocation of free cash flow to the
reduction of debt and work to enhance capacity
for growth investments
Investment for Growth/ Aim for Net Debt/EBITDA*2 of around 3 times or 4.24 times
Debt Reduction
less in 2024
(after deducting 50% of outstanding
subordinated debt from net debt)
Shareholder Returns

 Stable dividend increases with the aim ofachieving a dividend payout ratio*3 of 35%
36.0%(aiming for future dividend payout ratio of 40%)

*1. FCF = Cash flows from operating activities – Cash used in investing activities (excluding M&A andother business restructuring)*2. Net Debt / EBITDA (EBITDA net debt equity ratio) = (interest-bearing debt - cash) / EBITDA*3. Dividend payout ratio is calculated as profit attributable to owners of parent less a one-time profit orloss on the restructuring of business portfolio (net of tax expenses), etc.
Note: The amounts in Financial and Cash Flow Guidelines for 2021 progress have been rounded to therepresentative unit.

41

II Management Policy (Management Perspectives)
1

Group Philosophy
The Asahi Group, under the command of Asahi Group Holdings, Ltd., a pureholding company, conducts business for alcoholic beverages, soft drinks, andfood with Japan, Europe, Oceania, and Southeast Asia as the core regions.
Based on the group philosophy, the “Asahi Group Philosophy (AGP),” we aim
to be a group that is trusted even by future stakeholders. The AGP consists of 4
elements: Mission, Vision, Values and Principles. It articulates the Group’s
mission and vision for the future, reaffirms values cherished and handed downover the years, and serves as a code of conduct for our stakeholders and theGroup’s commitments to them. By generating and implementing strategies
based on the AGP, Regional Head Quarters and operating companies of the Group
work together to further improve corporate value.

42

2Medium- to Long-Term Management Policy

To implement the AGP, we have updated the previous Medium-Term
Management Policy as a new “Medium- to Long-Term Management Policy”
including long-term strategies, through backcasting from megatrends. The
Medium- to Long-Term Management Policy set forth the concept of the long-term
strategies to “Contribute to sustainable society and respond to changing
conceptions of well-being through delivering great taste and fun.”In addition to presenting the business portfolios we aim for, we will strive toachieve sustainable growth and increase corporate value together with all of our
stakeholders by integrating sustainability and management and further
strengthening our core strategies such as digital transformation (DX) andresearch and development (R&D).
(1) Medium- to Long-Term Management Policy: Overview of long-term
strategies<Basic Concept behind Long-Term Strategies>
Contribute to sustainable society and respond to changing
conceptions of well-being through delivering great taste and fun◆ Ideal Business Portfolio: Sustainable growth of existing businesses centeredon beer category while expanding into new areas Growth driven by global brands and premiumization in existing operating
regions; expansion into new markets.
 Growth in adjacent categories to capture demand from trends such asincreasing health consciousness; creation and development of new
businesses that draw on the Group’s capabilities.
◆ Core Strategies: Promote core strategies aimed at achieving sustainablegrowth Integrate sustainability into management in order to positively impact bothsociety and the Group’s businesses; contributing to solving societal issues.
 Achieve innovation in three key areas (processes, organization, and businessmodels) by pursuing BX* through DX.
 Increase the value of existing products and create new products and markets
through bolstering R&D (research & development).
◆ Strategic Foundation Strengthening: Consolidate the managementfoundations underpinning long-term strategies
 Advance human resource for executing core strategies and building an ideal
business portfolio.
 Enhance Group governance in order to create an optimal organizational
structure; Group-wide sharing of best practices.
* BX: BX stands for Business Transformation.

43

■ Ideal Business Portfolio* BAC: BAC stands for Beer Adjacent Categories. It refers to beer-adjacentcategories such as low-alcohol beverages and non-alcohol beer-taste
beverages, and non-alcohol beverages for adults.
(2) Key Medium-Term Strategies for Each Regional Head Quarters[Japan]1) Expand the potential of the businesses through synergies and optimizing
product portfolio to anticipate change.
2) Promote smart-drinking and other initiatives to meet diversifying needs;
create high-value-added services.
3) Solve social issues such as carbon neutrality through business; optimize
the supply chain across Japan.
[Europe]1) Advance the premium beer strategy with expansion of the 5 global brands
and focus on selective leading local brands.
2) Accelerate premium growth beyond core lager - such as non-alcohol beer,
crafted beers and RTD.
3) Promote initiatives to reduce environmental impact, which entail the active
use of renewable energy and the adoption of recyclable containers andpackages.
[Oceania]
1) Advance multi-beverage strategy through alcohol beverages and softdrinks with creating integration growth synergies.
2) Pursue health and well-being portfolio and innovations in growth areas
such as BAC.
3) Propose new sustainability-focused value through introduction of new
containers, packaging, etc. Advance supply chain management reforms.
[Southeast Asia]
1) Expand into growing markets of >600 million people in the region with thegrowth in Malaysia and using our own brand to expand into other markets.
2) Set up new segments such as the plant-based product segment togradually diversify portfolio into more premiumization beverages.

443) Deliver sustainability agenda including rolling out eco-friendly packaging.
Build value in partnership with local communities through raw material
procurement initiatives.
(3) Medium-Term Guidelines for Key Performance Indicators and Financial
Policy■ Key Performance Indicator Guidelines
2021 results

Guidelines for next 3 years out

Core Operating
Profit¥217.9 billion

 CAGR (Compound annual growth rate): high single
digit*1

EPS (adjusted*2)¥305.2

 CAGR (Compound annual growth rate): high single
digit

FCF*3

¥319.1 billion

 Annual average of ¥200.0 billion or higher*1. Constant Currency Basis in 2021
*2. The earnings per share guideline is on an adjusted basis excluding special temporary factors, such as
business portfolio restructuring and impairment losses.
*3. FCF = Cash flows from operating activities – Cash used in investing activities (excluding M&A andother business restructuring)
Note: The amounts in Key Performance Indicator Guidelines for 2021 results have been rounded to therepresentative unit.

■ Financial Policy
Guidelines for 2022 onward Prioritize allocation of free cash flow to the reduction of debt
and work to enhance capacity for growth investments
Investment for Growth/ Aim for Net Debt/EBITDA of around 3 times or less in 2024
Debt Reduction(after deducting 50% of outstanding subordinated debt fromnet debt)
Shareholder Returns

 Stable dividend increases with the aim of achieving a dividend
payout ratio of 35%(aiming for future dividend payout ratio of 40%)

45

Policy for 99th term (FY2022)
In the fiscal year 2022, although it is expected that the severe businessenvironment will continue due to the impact of the COVID-19 pandemic,
significant increase in raw material cost, and other factors, based on the“Medium- to Long-Term Management Policy,” we will aim for enhancement ofcorporate value by such means as sustainable growth of existing businesses,
expansion of new growth areas, and promotion of core strategies.
In Japan, we will invest management resources in brands with the “strengths”
of the alcoholic beverages, soft drinks, and food businesses, and aim for
improving the value of the brands of each business through new value
propositions. Furthermore, we will strengthen the foundation for sustainablegrowth by creating synergies across business boundaries, optimizing SCM, andbolstering sustainability initiatives in Japan as a whole.
In Europe, we will expand and develop our global brands such as “Asahi
Super Dry,” and promote the premiumization of the brand portfolio in eachcountry by strengthening our mainstay local brands and further enhancing BAC
with a focus on non-alcohol beer. In addition, we will further reinforce thefoundation for sustainable growth by stepping up our efforts to addressenvironmental issues and foster the desired corporate culture.
In Oceania, we will promote a multi-beverage strategy that combines thestrengths of the alcoholic beverages and soft drinks businesses and aim tosolidify our earnings foundation by creating integration synergies. In addition toincreasing investment in new growth categories such as non-alcohol beer, we
will also accelerate new value propositions with an emphasis on sustainability as
well as SCM reform.
In Southeast Asia, we will further improve our presence in the countries inwhich we have developed our business, particularly in Malaysia, by expanding
our brand investment mainly in our own brands. We will also promote initiatives
to address environmental issues, such as the use of sustainable containers andpackaging.
With these efforts, the Group projects revenue to be ¥2,450,000 million,
core operating profit to be ¥240,000 million, operating profit to be ¥217,500
million, profit attributable to owners of parent to be ¥146,500 million, andadjusted profit attributable to owners of parent to be ¥156,500 million, for the
99th fiscal year (FY2022).

3

The Asahi Group cordially requests shareholders’ continuing encouragement
and support.

46

III Sustainability
The Asahi Group promotes the integration of sustainability and management
and aims to grow its business through the resolution of social issues.

1

Sustainability Strategies
The Asahi Group has set key policies and reviewed the themes of materiality
in order to achieve the integration of sustainability and management. In addition,
we established “Cheer the Future” as the promise of the Asahi Group to the
future. We will invigorate the irreplaceable future through our business activities.

47

Sustainability Story-Four Stories behind “Cheer the Future”Create Lasting Brand Value
For over 100 years, we have worked with the blessings and the power of nature
to deliver on our great taste promise to consumers around the world. We areproud that our products have helped encourage people to people connections,create communities, and bring more fun to life for everyone a heritage we aim
to continue well into the future.

Adapt to the Future
We accept our special responsibility to manage the potentially harmful effects
our business may have on the environment and society at large. Going forward,
we are committed to achieving sustainable growth while pursuing sustainability
as essential synonymous with pursuing business itself.

Actively Embrace Change
Envisioning a better future, we aim to build sustainable ecosystem and circular
economy through decarbonization and the effective use of water resources,
connect people to their wonderful communities, and create measures anddrinking opportunities to reduce the harmful use of alcohol, sharing ideas andtechnologies with stakeholders toward realization.

Our Promise to the Future
We will continue to deliver on our great taste promise and bring more fun to life
for everyone by building value together with nature, community, and society atlarge for making the one and only future shine. With our concept “Cheer the
Future,” we aim to take action toward a better world for all.

48

2

Key Policies and Themes
Realize sustainable living for people in the entire value chain

Key Policies Work to reduce risks and capture opportunities in the entire value chain tocreate business and social impact with our products and services

Materiality

Key Themes and Main Goals(1) Respond to climate change(2) Respond to plastic issues

 Aim to reduce CO2 emissions in Scope
1, 2, and 3 to zero by 2050

Switch PET bottles to 100% eco-friendly
materials*1 by 2030

 Aim to reduce CO2 emissions in Scope
1 and 2 by 70%, in Scope 3 by 30% by
2030 (compared with 2019 for bothtargets)(3) Realize sustainable communities
by creating connections
between people(4) Eradicate inappropriate drinking
Resolve alcohol-induced problems
by creating new drinking
opportunities

 Aim to resolve social issues facing local
communities through our businessactivities

Achieve a 15% sales volume ratio of lowalcohol beverage*2 and non-alcohol
beverage in all products by 2025

 Create opportunities for employees toparticipate in community support
activities*1: Recycled materials, biomass materials, biodegradable materials, and others*2: Alcohol content of 3.5% or less49

(1) Respond to climate change
Climate change issues, such as abnormal weather caused
by global warming, are important social issues for the Asahi
Group, as we enjoy nature’s gifts in our business activities.
We aim to achieve “zero (neutral)” environmental impact inour business activities and pass on the precious nature’s
gifts to the next generation.
1) Upward Revision of Asahi Carbon Zero
Asahi Carbon Zero was formulated in 2018 as a medium- to long-termtarget for reducing CO2 emissions and aims to achieve carbon neutrality by
reducing CO2 emissions in Scope 1, 2, and 3 to zero by 2050, with target
values for 2030 also set.
With regard to the target values of Scope 1 and 2 for 2030, by promoting
the active use of renewable energy, energy saving through the review ofmanufacturing processes, the development of new technologies, etc., weupwardly revised the target values in January 2022, aiming for a 70%
reduction compared with 2019 following the revision in 2021.
The Asahi Group joined RE100, an initiative that aims to use renewableenergy for 100% of the electricity consumed for business activities. By
joining this initiative, we strive to realize a shift to 100% renewable energy
for electricity use by 2050. In addition, we raised the target value for Scope
3 from the 2°C accreditation of the Science Based Targets (SBT) initiative*
to the accreditation of a level well below 2°C (Well Below 2°C).
As each Regional Head Quarters formulates its action plan to achieve thesegoals, we will aim to further accelerate our efforts by revising the target
values upward.
Approximately 7,000 solar panels have been installed on the roof of Yatala
Brewery of CUB in Australia.
In Australia and New Zealand, we strive to have 100% of the electricity
consumed for our entire operations be renewable energy by 2025.
* International initiative to accredit the scientific evidence of CO2 reduction target ofcorporations.

502) Deepening Efforts for the Recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD)
The Asahi Group endorsed the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) with the recognition that
evaluating the business impact related to the risks and opportunities
associated with climate change and developing appropriate response
measures are essential in terms of realizing a sustainable society andensuring business continuity.
In 2019, we started the scenario analysis for our beer businesses andexpanded the scope to include all alcoholic beverages and soft drinks
businesses, including beer, in 2020.
Evaluation of Business Impact and Response Measures
As a result of the scenario analysis, we visualized the amount of impact
caused by the risks of increased costs due to a decline in harvest of main
agricultural materials, increased production costs due to the carbon tax
introduction, and increased costs of PET bottles with pass-through due to thecarbon tax introduction.
As response measures to the risks visualized in the scenario analysis, weare considering cooperating with suppliers, supporting farmers, and utilizing
in-house technology, which are thought to be effective in reducing each risk.



Increased costs due to a
decline in harvest of main
agricultural materials

Corn ¥1.97 billion
Coffee ¥2.66 billion(as of 2050, 4°C Scenario)•

Cooperate with
suppliers to respondto climate change•

Support local
agriculture to
respond to climatechangeIncreased
production costs due
to carbon tax
introduction

Increased costs of
PET bottles with
pass-through due tocarbon tax
introduction¥6.47 billion in 2030

¥6.23 billion¥6.43 billion in 2050

(as of 2050)•

Reduce CO2
emissions•Utilize inhouse
technology
through cocreation withstakeholders

51•

Switch torecycled PET
bottles•

Reduce theweight of PET
bottles

Support local agriculture to respond to climate change: “FOR HOPS”
Plzeňský Prazdroj, a liquor manufacturing subsidiary in the Czech Republic,launched “FOR HOPS,” a project of supporting hop farmers using cuttingedge technologies in cooperation with Microsoft, Agritecture and others in
2021.
As for Saaz hops in the Czech Republic, in addition to the extreme coldand heat, water scarcity caused by drought, as well as intensive rainfall overa short period of time are damaging hop production with serious impact onyield and quality.
In this project, data on precipitation, humidity, and nutrients in the soil
are collected through sensors in the soil ofhops-producing fields
andon hopseedlings. Microsoft and Agritecture havedeveloped proprietary software to process
and evaluate these data, in orderaccurately to understand the state of hops.
The project aims to establish efficientirrigation mechanisms to maximize the useof limited water for hops production.
(2) Respond to plastic issues
Marine pollution and the effects on the ecosystem due toinappropriately disposed of plastic containers andpackaging are urgent social issues. The Asahi Group isaddressing the marine plastic issue and other challenges,
and promoting environmentally and socially conscious
containers and packaging.
1) Setting a target for the use of eco-friendly materials in PET bottles
The Asahi Group formulated a new target of “achieving a 100% conversion
to eco-friendly materials for PET bottles by 2030” under the groupwide
targets “3R + Innovation” in January 2022.
2) Specific initiatives
In Japan, Asahi Soft Drinks Co., Ltd. plans tocommence production with certain large PET bottles
using resin 100% recycled through chemical recyclingfrom April 2022. Accordingly, recycled PET resin will beutilized in approximately 40% of the annual production
volume of large PET bottles, resulting in a reduction in
CO2 emissions used in the PET bottles by approximately
47%
comparedtotheconventional
resin.
Consequently, approximately 18,400 tons of CO2 are
expected to be reduced per year.
Overseas, Asahi Beverages Pty Ltd in Australia hasconstructed a manufacturing plant for materials forrecycled PET bottles in collaboration with companies inother industries. This enables processing of used PET bottles andmanufacturing of recycled PET materials in the grade suitable for foodcontainers.

52

(3) Realize sustainable communities by creating
connections between people
While the economy is developing, an imbalance in the
distribution of populations, including the concentration ofpeople in urban areas and depopulation in rural areas, hasbeen occurring around the world, resulting in weakening
connections between people with a shared sense of values.
Under the situation, the Asahi Group has been developing
efforts to create connections between people and between
people and communities in various locations.
1) Craft beer made from discarded coffee beans and “bread crust”
The Asahi Group has started UPCYCLE B project to propose a sustainable
lifestyle for the next generation in collaboration with ECOALF, a sustainablefashion brand, since 2021.
Under the theme of upcycling* discarded coffee beans and “bread crust,”
an excess food item, the Asahi Group produced craft beer Kuramae Blackand Kuramae White in cooperation with business operators in Taito-ku andSumida-ku, Tokyo and sold them in a limited quantity. The Asahi Group
promotes the reduction and effective use of waste as well as enhances therevitalization of the local economy.

*

Upcycling refers to a methodology of giving added value to unnecessary
articles and waste that would be discarded under ordinary circumstances
to turn them into a better item. Because this methodology can bring thebest out of a material as it is, it can help reduce the burden on theenvironment.

532) Challenge project for upland rice cultivated with brewing yeast
Asahi Biocycle Co., Ltd. has engaged in the “challenge project for upland
rice cultivated with brewing yeast” jointly with Fukuda Farm in Abashiri,
Hokkaido.
Agricultural materials (fertilizer materials) derived from “brewing yeast cell
walls” (hereinafter the “agricultural materials of the Company”), which are aby-product of the beer brewing process, increase immune strength of paddy
rice and promote stronger root growth, and hence improve root swelling andenhance the absorption of nutrients in soils necessary for growth of plants
by sprouting fine roots. In 2021,
upland rice was successfully
cultivated on approximately 3a(approximately 100 tsubo) of
fields at the farm.
This initiative aims to revitalize
the
local
community
andagriculture
throughplanting,
harvesting and other activities
with local children. In the future,with a goal of serving locally
produced rice in elementary school
lunch, the Company aims toincrease the participation of local
entities concerned and expand thescale of upland rice cultivation.
Parents and children planting seeds

543) Reduced feeding damage caused by “natural enemy of ricecultivation” golden apple snails on paddy rice
Asahi Biocycle Co., Ltd. conducted an assessment test to see whether
feeding damage caused by golden apple snails* on paddy rice can be reduced
using the agricultural materials of the Company in wet-rice cultivation, jointlywith Japan Agricultural Cooperatives Gifu (JA-Gifu).
Golden apple snails are one of non-native shells, which is known for its
feeding damage on paddy rice crop. While there was feeding damage on
approximately 20% of paddy rice in nearby paddies to which the agricultural
materials of the Company were not used, little feeding damage was seen on
paddy rice in paddies using this material.
Because the agricultural materials of the Company increase immune
strength of plants and promote stronger root growth, root swelling is
improved, enabling sprouting fine roots to absorb much iron in soils
necessary for growth of plants. Golden apple snails are known to be poorly
resistant to iron, and thought to have not eaten paddy rice containing muchiron.
* Scientific name: pomacea canaliculata[unused][used]

Paddy field in which the agricultural
materials of the Company were notused and which was feed damaged bygolden apple snails

Paddy field in which the agricultural
materials of the Company were used
and feed damage was limited55

(4) Resolve alcohol-induced problems by creating new
drinking opportunities
To meet needs of people who cannot drink alcohol forvarious reasons and who want to drink in moderation andsolve social issues caused by alcohol, the Asahi Group has
been extending the range of low-alcohol beverages andnon-alcohol beverages and strengthening the provision of
information.
1) Smart drinking
Asahi Breweries, Ltd. has promoted “smart
drinking” aiming to realize a society in which
both people who drink alcohol and people who
do not drink can respect each other since
December 2020.
The Company has disclosed the amount ofpure alcohol (g) contained in major products on
its website since March 2021, and aims tocomplete the description on all can containers by2023.
In addition, the Company will expand thecomposition ratio of sales volume of low-alcohol products containing 3.5%or less alcohol and non-alcohol beverages to 20%* by 2025.
Furthermore, the Company has released video contents to enjoy drinking
healthfully on its website since May 2021. A total of five episodes, “What doa heavy drinker and a light drinker mean?,” “What is an adequate amount of
alcohol beverages?,” “Are you well aware of drink-driving?,” “Who should
never drink alcohol, and what are drinking patterns that you should neverfollow?,” and “What is a good drinking pattern?,” explain appropriate drinking
clearly.
For people engaged in restaurants, a video content “To prevent drinking
by drivers and people under age 20” was created in July 2021. This video
illustrates customer-facing responses to prevent drink-driving and drinking
by minors in a comprehensive way.
* Ratio relative to the total sales volume of beer-type beverages, RTD
beverages and non-alcohol products of Asahi Breweries, Ltd.
How to enjoy good alcohol

One day off of drinking if you havedrank for two to three days
Remember to receive regular medical
examinations

Proper, enjoyable, good alcohol

Referenced from the Healthand Medicine of Alcohol
Association website

WEB[Learning about alcohol with Asahi Breweries “A wonderful time drinking
alcohol in moderation with your precious one”]

https://www.asahigroup-holdings.com/pressroom/2021/1105_2.html (inJapanese only)56

IV Corporate Governance System
1

Basic Policies
The Company is committed to achieving sustainable growth and increasing
corporate value over the medium- to long-term by putting the group philosophyof the Asahi Group, the “Asahi Group Philosophy” into practice. In order to bringsuch goals to fruition, the Company has been proactive in its efforts to strengthenGroup management in response to globalization, build solid relationships of trustwith society including promotion of sustainability management, and enhance its
social presence and transparency, such as advancement of engagement withstakeholders, while positioning the reinforcement of the Group’s corporate
governance at the top of management priorities. At the same time, the Company
has endorsed Japan’s Corporate Governance Code and incorporated it into its
governance. In addition, with its sights set on the ultra-long term, the Company’s
Board of Directors is promoting discussions on megatrends for the purpose ofstrengthening foresight with respect to medium- to long-term changes in thebusiness environment and reinforcing its proactive and decisive management bypromoting the achievement of the ideal business portfolio and other means.
To promote the reinforcement of corporate governance, the Company works
for sustainable enhancement of the effectiveness of the Board of Directors. The
Company makes efforts for sustainable enhancement of the effectiveness of theBoard of Directors by evaluating the effectiveness of the Board of Directors andthe Audit & Supervisory Board periodically as well as identifying and addressing
issues to ensure further enhancement of their effectiveness. Through these
efforts, the Company strives to achieve sustainable growth and increase
corporate value over the medium- to long-term.
WEB Corporate Governance Guidelines
https://www.asahigroup-holdings.com/en/csr/gov/internal/pdf/211210_guidelines_en.pdf

2Current Systems
As a company with an Audit & Supervisory Board, the Company audits theexecution of duties, by the Directors, by utilizing the Audit & Supervisory Board,of which a majority of the board members are independent Outside Audit &Supervisory Board Members, while taking advantage of the audit & supervisoryboard members system with its independence, and in which the power of final
decision making is given to each person and which has Standing Audit &Supervisory Board Members. In addition, the Nomination Committee and theCompensation Committee have been established to act as advisory bodies to theBoard of Directors, of which a majority of the members of each committee isindependent Outside Directors/Audit & Supervisory Board Members. Under thesystem of these discretional bodies, the Company has created a structure thatallows the Board of Directors to monitor the management of the Company withhigh effectiveness.
(1) Structure of the Board of Directors
In order to ensure balance and diversity in terms of the knowledge,
experience and ability of the entire board necessary for the sustainablegrowth and the increase of corporate value of the Company over the
medium- to long-term, the Company has formulated the “Skill Matrix of theBoard of Directors” which clarifies the requirements for the Directors derived
from the group philosophy of the Asahi Group, “Asahi Group Philosophy,” theAsahi Group Code of Conduct, and the management strategies. According to
the “Skill Matrix of the Board of Directors,” the Company shall make the57Board of Directors composed of persons who are suitably qualified to be
Directors of the Company possessing a wealth experience, extensive
knowledge, high-level expertise, and ability required by the Company. In
addition, the Outside Directors shall be persons such as corporate managers
and/or experts who meet the Company’s requirements for independent
officers and for them to make up at least 1/3 of the number of Directors in
the Board of Directors. The content of the “Skill Matrix of the Board of
Directors” is described on page 11.
■ Corporate Governance System Chart(2) Structure of the Audit & Supervisory Board
In order to ensure a proper balance in terms of the knowledge, experience,
ability and diversity of the Audit & Supervisory Board such that is required
to achieve sustainable growth and increase corporate value over the
medium- to long-term, the Company shall assign to the Audit & Supervisory
Board persons suitably qualified who reflect the requirements for officers thatwere introduced from the group philosophy of the Asahi Group, “Asahi Group
Philosophy,” the Asahi Group Code of Conduct and the management
strategies.
The Company shall appoint as Audit & Supervisory Board Members those
who have appropriate experience and skills, and extensive knowledge offinance and accounting or legal affairs, and in particular shall appoint 1 ormore persons who have considerable expertise related to finance andaccounting. In addition, the Company shall ensure that at least 3 of the Audit& Supervisory Board Members are Outside Audit & Supervisory Board
Members who meet the Company’s requirements for independent officers
and select for those positions, corporate accounting experts, attorneys at law

58and persons with experience in corporate management who possess a wealthof experience and broad knowledge in their relevant fields.
(3) Roles and compositions of the advisory bodies
The roles and compositions of the advisory committees and deliberative
bodies are as described below:
1) Nomination Committee
Nomination Committee provides reports on its findings and views about
candidates, etc. for Directors and Audit & Supervisory Board Members in
response to the inquiries referred from the Board of Directors. The
Committee consists of 2 Outside Directors, 1 Outside Audit & Supervisory
Board Member, and 2 internal Directors, and an Outside Director is cooperatively appointed as its chairperson.
The Committee held a total of 9 meetings during fiscal 2021, and provided
reports on its findings and views, primarily about personnel affairs of officers,
based on the succession plan and its planning, and representatives ofprincipal subsidiaries.
2) Compensation Committee
Compensation Committee provides reports on its findings and views about
the remuneration system and amount of remuneration, etc. for Directors in
response to the inquiries referred from the Board of Directors. The
Committee consists of 2 Outside Directors, 1 Outside Audit & Supervisory
Board Member, and 2 internal Directors, and an Outside Director is cooperatively appointed as its chairperson.
The Committee held a total of 10 meetings during fiscal 2021, and provided
reports on its findings and views primarily about the system of officers’
remuneration plans in the next fiscal year and beyond, and individual
evaluations of officers and bonus amounts determined on that basis.
Nomination Committee
Director
OutsideInternal◎ Tatsuro Kosaka
Yasushi Shingai

Compensation Committee◎ Yasushi Shingai
Christina L. Ahmadjian

Audit & Supervisory
Board Member

Katsutoshi Saito

Yumiko Waseda

Director

Akiyoshi Koji
Atsushi Katsuki

Ryoichi Kitagawa
Keizo Tanimura

Note: ◎ denotes committee chairpersons

3) Global Sustainability Committee
The Global Sustainability Committee provides reports on its findings andviews about the formulation and monitoring of sustainability strategies forthe entire Asahi Group in response to the inquiries referred from the
President and Representative Director. The Committee consists of the
President and Representative Director, the Director in charge of sustainability
as well as CEOs of overseas Regional Head Quarters etc., and the President
and Representative Director serves as its chairperson.
The Committee held one meeting during fiscal 2021, intensively discussed
on “responding to plastic issues,” one of major themes in its sustainability
strategy, and provided reports on its findings and views primarily about
achieving a 100% conversion to eco-friendly materials for PET bottles by
2030.
4) Information Disclosure Committee
Information Disclosure Committee is responsible for centrally managing
and controlling corporate information disclosure, and provides reports on its
59

findings and views in response to the inquiries referred from the President
and Representative Director from the perspective of fair, expeditious andwide-ranging information disclosure. The Committee consists of the
President and Representative Director and other executive directors as well
as executive officers appointed by the committee chairperson, and thePresident and Representative Director serves as its chairperson.
The Committee held a total of 9 meetings during fiscal 2021, analyzed thecontents of relevant information, and provided reports on its findings andviews about the need or otherwise, contents, methods, etc. of information
disclosure in light of the Timely Disclosure Rules, etc. of the Tokyo Stock
Exchange.
5) Risk Management Committee
The Risk Management Committee provides reports on its findings andviews on the promotion and supervision of risk management for the overall
Asahi Group, in response to inquiries referred from the President andRepresentative Director. The Committee consists of the President andRepresentative Director and other executive directors, as well as executive
officers who are appointed by the committee chairperson, and the President
and Representative Director serves as its chairperson. Standing Audit &Supervisory Board Members also attend this Committee’s meetings.
The Committee held a total of 4 meetings during fiscal 2021, and provided
reports on its findings and views primarily about identification and evaluation
regarding major risks of the entire Group including tail risk (the risk of anevent with a small probability of happening but could cause enormous losses
if once happened), and action plans and the evaluation of the status of
implementation in that regard, and improvement of a system to make atransition to crisis management without any disruptions at the outbreak ofcrisis.
6) Compliance Committee
The Compliance Committee provides reports on its findings and views on
the promotion and supervision of corporate ethics and compliance for theoverall Asahi Group in response to inquiries referred from the President andRepresentative Director, Compliance Committee consists of the President andRepresentative Director and other executive directors, as well as executive
officers who are appointed by the committee chairperson, and the President
and Representative Director serves as its chairperson. Standing Audit &Supervisory Board Members also attend this Committee’s meetings.
The Committee held a total of 4 meetings during fiscal 2021, and provided
reports on its findings and views primarily about compliance promotion plans,
the status of the Group’s compliance and the operational status of the whistle
blowing system.
7) Corporate Strategy Board
Corporate Strategy Board provides reports on its findings and views about
evaluation of the legality, objectivity and reasonableness and of substantial
matters concerning business execution in response to the inquiries referredfrom the President and Representative Director. The Board consists of the
President and Representative Director and other executive directors andStanding Audit & Supervisory Board Members, and the President andRepresentative Director serves as its chairperson.
The Board held a total of 52 meetings during fiscal 2021, and provided
reports on its findings and views primarily about development of corporate
strategies and status of business executions by Group companies.
60

3

Nomination and Election of Officers(1) Skill matrix of the Board of Directors
The “Skill Matrix of the Board of Directors” is composed of the necessary
skills for decision making as the Board of Directors and particularly necessary
skills for the oversight of business execution. According to the “Skill Matrixof the Board of Directors,” the Company shall make the Board of Directors
composed of persons who are suitably qualified to be Directors of theCompany possessing a wealth experience, extensive knowledge, high-level
expertise, and ability required by the Company. The content of the “Skill
Matrix of the Board of Directors” is described on page 11.
(2) Skill set of CEO
The Company has formulated the “skill set of CEO,” the written list of
essential and important skills as CEO, in order to enhance the sustainabilityof management and proceed the succession planning of CEO based on fair
and transparent processes.
The skill set consists of distinctive skills required for CEO of the Company
in addition to universally essential skills as CEO, and articulates the essential
skills of CEO from the perspective of ultimate responsibility of execution.
The figures below are formulated with the business environment within
and outside the Company as of now and over the next five years in mind,
and are subject to review depending on environmental changes, etc.
The Company examines the appointment, reappointment, and succession
planning of CEO based on the skill set of CEO.
Personal Image
Ideal perceptions from inside and outside the Company, and ideal presence• A leader who, as a representative of Asahi Group, thinks the most deeply
about AGP, embodying a sense of mission and an ethical code

• A leader who, regardless of any business environment, always exhibits aclear vision that leads employees, and unshakeable code of values• A leader who actively encourages different thinking and achieves growthof employees and the Company through maximizing the capabilities of
employees

Necessary
skills of CEO

Personal traits
Personality, attitude andstance conductive toserving duties• Sincerity and humility• Mental toughness• Open-mindedness

Skillsrequired as
Director

Long-term
Outlook &Strategic
MindsetCapabilities
Knowledge, ability,
expertise required toaccomplish duties• Foresight,

decisiveness,competency• Organizational
leadership• Learning skills

GlocalManagement
Skill* RHQ: Regional Head Quarters

61

Performance record
Necessary experienceand successes• Experience as a top

management ofoperating company or
RHQ*• Experience ininternational
operations• Experience inaddressing
discontinuous growthManagement of
the Company’s
Business

Finance,
Accounting &Internal Control

(3) Succession plan and training
The Company regards the succession planning involving its CEO and
Directors as one of the matters of utmost priority, and accordingly draws up
a succession plan pertaining to the CEO, Directors and others, pursuant torequirements demanded of the CEO and Directors as individuals, and thecomposition of the entire Board of Directors. The Board of Directors properly
supervises the succession plan.
Based on the succession plan, the Company makes appointments andassignments according to plan, engages in coaching of successor candidates,
and carries out training, etc. for successors of the next and subsequent
generations. Meanwhile, the Company arranges professional assessments byexternal organizations and makes use of such means as 360-Degree
Feedback in-house. The Nomination Committee regularly monitors andreviews such plans as necessary.
For the Directors and Audit & Supervisory Board Members, the Company
provides training required for their roles and responsibilities on a regularbasis. The Company provides Outside Directors/Audit & Supervisory Board
Members with information relating to the overview of the Asahi Group
including its businesses, financial affairs and organizations, and implements
measures, such as office visits, to facilitate their understanding of the Groupand human resources as needed.

62

4

Officers’ Remuneration (Policies concerning the setting of
remunerations paid to Directors and Audit & Supervisory Board
Members)(1) Directors’ remunerations
The Company established the policies concerning the setting of
remunerations paid to Directors by a resolution of its Board of Directors. Prior
to the Board of Directors passing the resolution, the Compensation
Committee is consulted regarding the contents of the resolution and provides
reports on its findings and views.
1) Basic concepts
The remunerations for Directors are designed and operated as follows.
 To further strengthen the incentive to strive for the Company’ssustainable growth and enhancement of corporate value over the
medium- to long-term
 Remuneration with a content and level that is effective in continuing toensure outstanding human resources with diverse skills
 To base on the role and magnitude of responsibilities of the Directors
and their contribution to performance Remuneration highly variable based on performance linked to
management strategy
 Remuneration in which benefits and risks are shared with shareholders
and which provides an incentive to management from a standpoint asshareholders
 Remuneration determined with reference to external data based ontransparent and fair processes
2) Composition of remuneration
The remunerations for Directors comprise basic remuneration, bonuses(annual and medium-term), and stock compensation for Directors (excluding
the Outside Directors; hereinafter the “Internal Directors”) and basic
remuneration only for Outside Directors. With the principle that the
remunerations of Internal Directors will be highly linked to performance, thepercentage of variable remuneration (bonus and stock compensation) in theannual income for the President and Representative Director will be morethan 60%, and the percentage of stock compensation, which is remunerationthat shares benefits and risks with the shareholders, will be around 15%.
With respect to the other Internal Directors, the percentage of variable
remuneration is at least 40%, by a design based on positions and roles.
3) Remuneration level
The remunerations for Directors are set at a level of remuneration aimed
at the achievement of performance targets, taking into consideration thelevel of remuneration that is effective for continuing to secure outstanding
human resources with diverse skills using Japanese companies with business
operations that are the same in scale as those of the Company (top 100
companies by market capitalization) as the main group of benchmark
companies.
4) Fixed remuneration
The only fixed remuneration for Directors is the basic remuneration paid63

in a fixed monthly amount. The basic remuneration is determined by adding
the actual expenses paid by the Directors, such as health checkup expenses
to the fixed amount based on their positions and roles.
Revisions of basic remuneration are determined based on changes inposition or role, taking into account such factors as changes in business
operations and the status of remuneration levels (the timing of any revisions
is, in principle, each April but there is no requirement for an annual revision).
5) Variable remuneration
As one of the basic concepts for further strengthening the incentive tostrive for the Company’s sustainable growth and enhancement of corporate
value over the medium- to long-term, the system design for remunerations
for Directors has been implemented, with consideration given to increasing
variable remuneration (incentive) as a percentage of annual income as wellas contributing to the Company’s sustainable growth (short-term, mediumterm, and long-term) and enhancement of corporate value (in terms of bothfinancial value and social value) through an incentive system as a whole.
■ List of variable remunerations
Medium-term bonus

Stock compensation

Objective

Forming a strong
incentive forsustainable andsteady growth,enhancement infinancial value andachievement of plans

Annual bonus

Forming a strong
incentive forachieving
discontinuous growthand medium-term
performance

Forming an incentive
for continuallyenhancing corporate
value over the longterm and sharing
benefits and risks
with shareholders

PeriodSingle fiscal year

3 years

3 years

Payment method

Cash

Cash

Stock

Payment timing

March every year

March of the year
following completionof medium-term plan

On retirement

Performanceindicators(weighting)Consolidated core
operating profit(50%)
Profit attributable toowners of parent(50%)

Individual evaluation

Yes

Yes

No

Clawback (repaymentof remuneration)
provision

No

No

Yes

Financial value
indicators (60%)
Social value
indicators (40%)No6) Method for determining remuneration
Directors’ remunerations are set in line with a resolution at a meeting of
the Board of Directors within the total amount of remunerations resolved inadvance at a General Meeting of Shareholders. When remuneration related
resolutions are being made by the Board of Directors, the Compensation
Committee, which has Outside Directors/Audit & Supervisory Board Members
constituting a majority of its membership and an Outside Director appointed
as its chairperson, acts as an advisory body to the Board of Directors,
64evaluating the content of said resolutions in the interests of greatertransparency and objectivity through fair processes.
7) Amount of remunerations for individual Directors
The determination of the amount of remunerations for individual Directors
has been left to the Compensation Committee by a resolution of the Boardof Directors. Authority delegated to the Compensation Committee is for“individual evaluation” and “determination of the individual remuneration
amount in accordance with the evaluation.”(2) Audit & Supervisory Board Members’ remunerations
Audit & Supervisory Board Members’ remunerations are set by discussion
by the Audit & Supervisory Board Members within the total amount of
remunerations resolved in advance at a General Meeting of Shareholders.
Remunerations for an Audit & Supervisory Board Member consist only ofbasic remuneration paid in a fixed monthly amount, and the level of suchbasic remunerations is set subject to a mutual consultation of Audit &Supervisory Board Members according to his/her job responsibilities andstatus distinction between internal and outside and by drawing on outside
professional organization’ survey data.

65

5

Initiatives Carried Out to Enhance Effectiveness of the Board of
Directors
Based on the notion that a highly effective board is “one that continues topursue increases in corporate value over the medium- to long-term,” theCompany’s Board of Directors is working for sustainable improvement of theeffectiveness of the Board of Directors under the “framework for enhancing
effectiveness of the Board of Directors” below. Under this framework, Directors
possessing a wealth experience, extensive knowledge, high-level expertise, andability required by the Company with reference to the “Skill Matrix of the Boardof Directors” implement “highly effective decision-making” and “highly effective
supervision.” Moreover, “measures to enhance effectiveness,” together withthese practices, helps enhance the effectiveness of the Board of Directors in asustainable manner, and hence increase corporate value over the medium- tolong-term.

■ Framework for enhancing effectiveness of the Board of Directors

66

6

Evaluation of Effectiveness of Board of Directors and Audit &Supervisory Board
To make the above “framework for enhancing effectiveness of the Board of
Directors” work effectively and to contribute to the creation of corporate value
over the medium- to long-term, the Board of Directors analyzes and evaluates
the effectiveness of the Board of Directors on an annual basis, and discloses thesummary of the evaluation results.
As a company with an Audit & Supervisory Board, to contribute to thecreation of corporate value over the medium- to long-term, the Audit &Supervisory Board Members and the Audit & Supervisory Board shall analyze
and evaluate the effectiveness of the Audit & Supervisory Board, and disclose
the summary of the evaluation results.
The English-version summary of the evaluation results is posted on thefollowing Company website:

WEB Evaluation of Effectivenesshttps://www.asahigroup-holdings.com/en/company/governance/policy.html

67

7

Policy of Reducing Cross-Shareholdings
The Company makes it its policy to refrain from holdings of shares whensuch holding is deemed as neither contributing to the ongoing growth of theCompany nor increasing its corporate value over the medium to long term. This
policy has been adopted out of consideration for our goal of pursuing asset andcapital efficiency improvement.
Shareholdings are examined in terms of their holding purpose, risks,
performance as measured against capital cost, etc., as well as theappropriateness of holding the shares. The result of examinations of matters
including the holding purpose for major ones among the shareholdings iscomprehensively reviewed every year by the Board of Directors.
In the event that a shareholding is deemed not to contribute to theCompany’s sustainable growth or to the increase of its corporate value over the
medium- to long-term, the Company, as a shareholder, shall engage in therequisite dialogue with the counterpart entity. Shareholdings that are deemed
not improvable, even after engaging in dialogue, are to be sold in a timely andappropriate manner.
For each target agenda item, the Company appropriately exercises the voting
rights attached to the shares it holds by comprehensively weighing factors suchas whether proposals contribute to the sustainable growth of the Company andto the increases in its corporate value over the medium- to long-term, andwhether they contribute to the common interests of the investee’s shareholders.
For shareholdings during this fiscal year, strategic necessities such as
maintaining and strengthening business relationship as well as facilitating
business activities, etc. were verified, and the appropriateness of holding theshares in terms of risks etc. was examined based on the above policy. The resultof examinations was reported to the Board of Directors, and the appropriatenessof holding the shares was duly confirmed. The total amounts recorded in thebalance sheet and the ratio to total equity as of the end of this fiscal year are as
follows.
Total equity (a)¥1,759,148 million

Total amounts recorded in the balance sheet (b)Ratio (b/a)¥97,637 million
5.6%

68

V

Risk Management

With the aim of ensuring sustainable growth and enhancing corporate value
over the medium- to long-term in an uncertain management environment, theAsahi Group is working to promote appropriate risk-taking while controlling
overall risk through the following risk management measures.

1

The Asahi Group Enterprise Risk Management
The Asahi Group has introduced enterprise risk management (ERM) for theentire Group. The Asahi Group effectively and efficiently controls its overall riskthat could impede execution of strategies and achievement of objectives definedin the newly formulated Medium- to Long-Term Management Policy based on the
Asahi Group Philosophy through activities such as identifying and evaluating
critical risks across all areas that include strategy, operations, finance, andcompliance, building up responding plans, and executing and monitoring theplans.
The respective companies of the Asahi Group implement ERM on the basis ofeach business unit, and report the details of the initiatives to the Risk
Management Committee of the Company. The Committee monitors the initiatives,and its members identify and evaluate critical risk across the Group, build
responding plans, and execute and monitor the plans. All such initiatives arereported to the Board of Directors, which ascertains the effectiveness of ERM bymonitoring the initiatives.
2

The Asahi Group’s Risk Appetite
The Asahi Group has developed “The Asahi Group Risk Appetite” to specify
risks to be accepted or to be minimized for achieving objectives of the “Mediumto Long-Term Management Policy” while promoting ERM.
“The Asahi Group Risk Appetite” is a policy related to risk management of
the Asahi Group. It serves as a guideline for engaging in ERM and a guideline for
opting whether or not to take risks when decisions are made. It consists of the“Risk Appetite Statement” which shows the Group’s basic stance toward risk, andthe “Specific Risk Appetite” which shows each stance (appetite) for major
categories of risk that greatly affect business execution, premised on theassumption of practical application. The Company has developed the Appetite
through consideration on its Group strategy, risk culture, risk profile, andstakeholders’ expectations. The Appetite is approved by the Board of Directors
and is applied to the entire Group. The Risk Management Committee monitors its
implementation and reports its progress to the Board of Directors. Through theinitiatives, the Company promotes appropriate risk takings across the overall
Asahi Group.

69

The Asahi Group Risk Appetite Statement
In order to achieve sustained corporate value enhancement, the Asahi Group has
made it its Medium- to Long-Term Management Policy to “Contribute to sustainable
society and respond to changing conceptions of well-being through delivering great
taste and fun,” based on the Asahi Group Philosophy (AGP).
To this end,
 The Asahi Group achieves organic growth by building high-valueadded brands, and with regard to discontinuous growth achieved by
M&A activities and innovations, is willing to take commercial risks
in a controlled manner that balance the need for a robust financial
position whilst creating value growth for shareholders; The Asahi Group delivers excellent quality products and ensures asafe work environment for everyone at the Asahi Group, both ofwhich are critical priorities at the heart of Asahi’s success; The Asahi Group pursues initiatives to protect the environment andis willing to innovate to create greater environmental value insociety; and The Asahi Group accepts as little risk of non-compliance with the
Asahi Group Code of Conduct and the Asahi Group Human Rights
Principles as possible.

70

VI Other Status of the Asahi Group1

Financing Activities
The Company financed the capital requirements including capital
expenditures and funds for acquiring CUB through loans from financial
institutions, and the issuance of commercial papers and bonds.
Funds required for companies’ business segments of the Asahi Group areprimarily sourced by the Company.

■ Overview of issued bonds
Issued bonds

Payment date

Total amount of bonds

The 15th issue of Unsecured Corporate
Bonds (3 years)

March 15, 2021

¥50,000 million

The 16th issue of Unsecured Corporate
Bonds (5 years)

March 15, 2021

¥50,000 million

Euro denominated senior unsecured bondsdue 2024

April 19, 2021

EUR 800 million

Euro denominated senior unsecured bondsdue 2027

April 19, 2021

EUR 600 million

2

Status of Principal Lenders(As of December 31, 2021)
Outstanding balance(million yen)

LenderSumitomo Mitsui Banking Corporation

76,397

Mizuho Bank, Ltd.

43,200Sumitomo Mitsui Trust Bank, Limited

36,000

The Norinchukin Bank

36,000MUFG Bank, Ltd.

19,287

3

Status of Capital Expenditures
Consolidated capital expenditures in this fiscal year totaled ¥109,021 million,
the segment breakdown of which is as follows. A large portion of the capital
expenditures represented investments made for the purpose of enhancing
production capacity and efficiency.
Amount of capital expenditure(million yen)

Business segment
Alcoholic Beverages

18,973

Soft Drinks

13,079

Food

4,542

Overseas

57,456

Other

7,416

Company-wide (common)

7,552

Total

109,02171

4

Status of Major Establishments and Principal Subsidiaries(As of December 31, 2021)(1) Asahi Group Holdings, Ltd.
(Head office) 23-1, Azumabashi 1-chome, Sumida-ku, Tokyo(2) Significant subsidiaries
Company nameLocation ofhead office

Asahi Breweries,
Ltd.

Sumida-ku,
Tokyo

Asahi Soft Drinks
Co., Ltd.

Issued capital(million yen)

Shareholdings(%)

Main operations

20,000100.0

Production and marketingof alcoholic beverages inJapan

Sumida-ku,
Tokyo

11,081

100.0

Production and marketingof soft drinks in Japan

Asahi Group
Foods, Ltd.

Shibuya-ku,
Tokyo

5,000

100.0

Production and marketingof foods in Japan

Asahi Europe andInternational Ltd

Surrey,the United
Kingdom

1,020,760

100.0

Overseeing alcoholic
beverages operations in
EuropeAsahi
International Ltd

London,the United
Kingdom0

100.0

Sales of alcoholic
beverages in whole global
market(EUR 8,375,187 thousand)(EUR 0 thousand)Asahi Holdings
Overseeing alcoholic
Victoria,
1,385,448(Australia) Pty
100.0
beverages and soft drinks(AUD
18,926,514
thousand)Australia
Ltd
operations in Oceania
Notes:
1. Asahi Breweries Europe Ltd changed its name to Asahi Europe and International Ltd on September
29, 2021.
2. Asahi International Ltd made a capital reduction on December 21, 2021 toward the integration with
Asahi Europe and International Ltd during 2022, resulting in a decrease in issued capital.
3. There were 211 consolidated subsidiaries of the Company as of the end of this fiscal year, including
those listed above. There were 27 companies accounted for using equity method.
4. There were no wholly owned specified subsidiaries of the Company as of the end of this fiscal year.

Status of significant subsidiaries as of January 1, 2022 is as follows:
Company nameLocation ofhead office

Asahi Group
Japan, Ltd.

Sumida-ku,
Tokyo

Asahi Europe andInternational Ltd

Surrey,the United
Kingdom

Asahi Holdings(Australia) Pty
Ltd

Victoria,
Australia

Issued capital(million yen)

Shareholdings(%)

Main operations

100.0

Overseeing operations of
alcoholic beverages, softdrinks, foods, etc. in Japan

1,020,760

100.0

Overseeing alcoholic
beverages operations in
Europe and marketing of
alcoholic beverages in theentire global market

1,385,448

100.0

Overseeing alcoholic
beverages and soft drinks
operations in Oceania

50(EUR 8,375,187 thousand)(AUD 18,926,514 thousand)72

5

Significant Developments such as Corporate Reorganization(1) The Company completed the acquisition of all the issued shares of Allpress
Espresso NZ Limited and Allpress Espresso International Limited throughAsahi Holdings (Australia) Pty Ltd on May 31, 2021.
(2) The Company transferred part of the issued shares of TING HSIN (CAYMANISLANDS) HOLDING CORP. held by the Company on December 14, 2021.
(3) TheCompany transferred

the businesses

relating

to thebusinessmanagement of domestic operations to Asahi Group Japan, Ltd. by way ofan absorption-type split on January 1, 2022.

6

Employees
Number of
employees

Business segment(As of December 31, 2021)
Increase (decrease)from the end of theprevious term

Alcoholic Beverages

4,780

(974)

Soft Drinks

3,622

(33)

Food

1,365

12

Overseas

16,269

297

Other

3,306

869

678

(1)

Company-wide (common)
Note:

Total
30,020170
Following the business reorganization conducted in this fiscal year, the Company
changed classification of certain companies included in the Alcoholic Beverages
segment to the Other segment, resulting in large changes in the number of employees
in the Alcoholic Business segment and the Other segment compared to the end of theprevious fiscal year.

73

7 Shares Outstanding (As of December 31, 2021)(1) Total number of authorized shares(2) Total number of issued shares

972,305,309(common stock)507,003,362(including 182,705 treasury shares)
136,945(3) Total number of shareholders(Increased by 7,621 from the end of the previous fiscal year)(4) Major shareholders
Number ofshares held(in hundreds)

Name of shareholder

Percentage ofshares held(%)

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

868,463

17.1

Custody Bank of Japan, Ltd. (Trust Account)242,428

4.8

SMBC Nikko Securities Inc.

149,090

2.9

The Dai-ichi Life Insurance Company, Limited

112,000

2.2

Fukoku Mutual Life Insurance Company

100,000

2.0

Sumitomo Mitsui Banking Corporation

80,280

1.6

STATE STREET BANK WEST CLIENT - TREATY 505234

77,1091.5

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

71,898

1.4

Sumitomo Mitsui Trust Bank, Limited

71,2601.4

SSBTC CLIENT OMNIBUS ACCOUNT

68,534

1.4

Note:

Total
1,841,064
36.3
Shareholding percentages are calculated based on the total number of issued sharesless the number of treasury shares.

(5) Status of shares delivered to officers of the Company
consideration for execution of duties during this fiscal year
Classification

Number of shares

Directors (excluding Outside Directors)

29,950as

Number of recipients1

Note to “7 Shares Outstanding”:
The shares of the Company held by Custody Bank of Japan, Ltd. as trust property for stockcompensation (80,482 shares) are excluded from the treasury shares (182,705 shares).

74

8

Directors and Audit & Supervisory Board Members of theCompany(1) Directors and Audit & Supervisory Board Members(As of December 31, 2021)
Position
Name
Areas of responsibility and significant concurrent positions

Akiyoshi Koji

Chairman of the Board
Outside Director of Imperial Hotel, Ltd.

Atsushi Katsuki[D] 12/12

President and Representative Director, CEO
Overall Management
Senior Department Head, Japan Headquarters
Corporate Communications
Domestic Alcoholic Beverages Business, Domestic Soft Drinks
Business, Domestic Food Business

Ryoichi Kitagawa

Attended Board of
Directors [D]/Audit &
Supervisory
Board [A] meetings

Managing Director and Managing Executive Officer, CFO (Chief
Financial Officer)[D] 12/12[D] 6/9

Corporate Strategy, Finance, Procurement
Taemin Park

Director and Executive Officer, CAO (Chief Alliance Officer)
Alliance and M&AInternational Alcoholic Beverages Business, International NonAlcohol Beverages BusinessKeizo Tanimura

Director and Executive Officer, CHRO (Chief Human Resources
Officer)
Administration and Governance, Sustainability, IT, Research &Development

Tatsuro Kosaka

Yoshihide Okuda[D] 12/12

Outside Director
Professor of Graduate School of Business Administration,
Hitotsubashi University
Outside Director of Japan Exchange Group, Inc.
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Standing Audit & Supervisory Board Member
Outside Director of I’LL Inc.

Naoko Nishinaka

Standing Audit & Supervisory Board Member

Katsutoshi Saito

Outside Audit & Supervisory Board Member
Advisor of The Dai-ichi Life Insurance Company, Limited
Outside Director of Imperial Hotel, Ltd.

Yumiko Waseda[D] 12/12

Outside Director
Outside Director of Mitsubishi UFJ Financial Group, Inc.
Outside Director, Dai-ichi Life Holdings, Inc.

Christina L.
Ahmadjian[D] 12/12

Outside Director
Representative Director, Chairman of Chugai PharmaceuticalCo., Ltd.

Yasushi Shingai[D] 12/12[D] 12/12[D] 12/12[A] 13/13[D] 12/12[A] 13/13[D] 12/12[A] 13/13

Outside Audit & Supervisory Board Member
Partner and Attorney at Law of Tokyo Roppongi Law & Patent
Offices
Outside Audit & Supervisory Board Member of IHI Corporation

Yutaka Kawakami Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member of Mitsubishi
Research Institute, Inc.

75

[D] 12/12[A] 13/13[D] 12/12[A] 13/13

Notes:
1. Directors Tatsuro Kosaka, Yasushi Shingai, and Christina L. Ahmadjian are Outside
Directors as defined in Item 15, Article 2 of the Companies Act.
2. Audit & Supervisory Board Members Katsutoshi Saito, Yumiko Waseda and Yutaka
Kawakami are Outside Audit & Supervisory Board Members as defined in Item 16, Article
2 of the Companies Act.
3. The Company designated 3 Outside Directors Tatsuro Kosaka, Yasushi Shingai, andChristina L. Ahmadjian and 3 Outside Audit & Supervisory Board Members Katsutoshi Saito,
Yumiko Waseda and Yutaka Kawakami as Independent Officers 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., as the transaction value for each is minimal, less than 1%of consolidated revenue or consolidated net sales for the Company and the respective
companies, there is no special business relationship that could have impact on the
Company’s management.
5. There is no special relationship or significant transactions between the Company andentities where its Outside Directors or Outside Audit & Supervisory Board Members holdsignificant concurrent positions.
6. Audit & Supervisory Board Member Yoshihide Okuda was formerly CFO of the Company
and has considerable expertise in finance and accounting.
7. Audit & Supervisory Board Member Yutaka Kawakami has long experience as a certified
public accountant; he has considerable expertise in finance and accounting.
8. Directors Naoki Izumiya and Yutaka Henmi retired upon the expiry of their terms of officeat the conclusion of the 97th Annual General Meeting of Shareholders held on March 25,
2021.
9. Ryoichi Kitagawa was newly elected as a Director, and he assumed his office at the 97th
Annual General Meeting of Shareholders held on March 25, 2021. Accordingly, for Director
Ryoichi Kitagawa, the number of Board of Directors meetings held is different from that of
the other Directors and Audit & Supervisory Board Members.
10. Changes in Directors’ responsibilities after the end of this fiscal year are as follows:
Name

Before change

After change

Date of change

Atsushi Katsuki

Overall Management
Senior Department Head,Japan Headquarters
Corporate Communications
Domestic Alcoholic Beverages
Business, Domestic Soft
Drinks Business, Domestic
Food BusinessOverall Management
Corporate Communications
Domestic Alcoholic Beverages
Business, Domestic Soft
Drinks Business, Domestic
Food Business

January 1, 202276

(2) Remunerations paid to Directors and Audit & Supervisory Board
Members
Fixed
remuneration
Category

Basic remuneration

Variable remuneration
Annual bonus

Medium-term
bonus

Stock
compensation

Total
amount(millionTotal
yen)amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Total
amount(millionyen)

Numberofpersons

Directors[of which,OutsideDirectors]

10
[3]

318
[51]

7
[–]

260
[–]

7
[–]

111
[–]

5
[–]

77
[–]

767
[51]

Audit &
Supervisory
Board
Members[of which,Outside Audit& Supervisory
Board
Members]

5
[3]

117
[40]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

117
[40]

Notes:
1. The figures above include Directors Naoki Izumiya and Yutaka Henmi who retired upon the
expiry of their terms of office at the conclusion of the 97th Annual General Meeting of
Shareholders held on March 25, 2021.
2. The maximum amount of Directors’ remunerations (basic remuneration and bonus) is¥1,500 million (including ¥100 million for Outside Directors) per year (The resolution
passed at the 95th Annual General Meeting of Shareholders held on March 26, 2019; 9
Directors at the time of resolution). Other than those listed above, the Company has passed
the resolution, at the 95th Annual General Meeting of Shareholders held on March 26, 2019,
to pay stock compensation to Directors (excluding Outside Directors) who were electedduring the period of the Trust and took office and for whom the Company contributed up
to ¥300 million during the period of the Trust (3 years) (6 Directors (excluding Outside
Directors) at the time of resolution). The Company may grant up to a total of 25,000 sharesof the Company per fiscal year to all eligible Directors.
3. The amounts of annual bonus and medium-term bonus are the amount that was recorded
as cost in this fiscal year.
4. The amount of remuneration stated as stock compensation is the amount that was recorded
as cost in accordance with the stock compensation plan that was resolved at the 95th
Annual General Meeting of Shareholders held on March 26, 2019.
5. The maximum amount of Audit & Supervisory Board Members’ remunerations is ¥140
million (including ¥50 million for Outside Audit & Supervisory Board Members) per year
(The resolution passed at the 95th Annual General Meeting of Shareholders held on March
26, 2019; 5 Audit & Supervisory Board Members at the time of resolution).

1) Reason for the judgment of the Board of Directors that the content
of remunerations for individual Directors for this fiscal year is inaccordance with the determination policy
As the content of remunerations for individual Directors is determined by
the Compensation Committee following the standards established by the
Board of Directors and based on the policy established by the Board of
Directors for determining remunerations for Directors, the Board of Directors
has judged that the content is in accordance with the policy established by
the Board of Directors.

77

(3) Major activities of Outside Directors and Outside Audit &Supervisory Board Members
Category

Name

Form of participation, etc.

TatsuroKosakaAt the Board of Directors meetings, Tatsuro Kosaka has
proactively expressed his opinions about discussions on
enhancement of corporate value of the Group over the long toultra-long term and contributed to the formulation of mediumto long-term management strategy. In addition, he participatedin discussions and activities that stimulated substantial andappropriate supervision of the Board of Directors such as asking
questions and raising concerns that grasp the essence of thebusiness execution of the Group overall and each groupcompany in Japan and overseas from the perspective of amanager of a global corporation.
Furthermore, as the chairperson of the Nomination Committee,
he proactively attended the committee, took the initiative in
operating the committee in a fair and transparent manner, andreported proposals regarding officer appointments to the Boardof Directors. As a committee member, he gave specific opinions
and recommendations regarding evaluations, training andassignment for officers with consideration given to an effective
succession plan from the perspective of a manager.

YasushiShingaiAt the Board of Directors meetings, Yasushi Shingai has
proactively expressed his opinions about discussions on
enhancement of corporate value of the Group over the long toultra-long term and contributed to the formulation of mediumto long-term management strategy. In addition, he participatedin discussions and activities that stimulated substantial andappropriate supervision of the Board of Directors such as group
governance, ESG, raising concerns looking toward management
strategy in the ultra-long term, using his advanced andextensive experience in global management.
Furthermore, as the chairperson of the Compensation
Committee, he proactively attended the committee, took the
initiative in operating the committee in a fair and transparent
manner, evaluated the appropriateness and effectiveness of
remuneration plans for officers, and reported proposals
regarding bonus payment to the Board of Directors. As acommittee member, he gave his opinions and recommendations
from various angles regarding officers’ remuneration plans andtheir operation using his actual experience and broad knowledge
in compensation management as an overseas local manager.
Moreover, as a member of the Nomination Committee, he gave
specific opinions and recommendations based on his experiencein overseas company management.

OutsideDirectors

78

CategoryOutsideDirectors

Name

Form of participation, etc.

Christina L.
AhmadjianAt the Board of Directors meetings, Christina L. Ahmadjian has
proactively expressed her opinions about discussions on
enhancement of corporate value of the Group over the long toultra-long term and contributed to the formulation of mediumto long-term management strategy. In addition, she participatedin discussions and activities that stimulated substantial andappropriate supervision of the Board of Directors such as making
honest and simple inquiries, and raising concerns about theinvigoration of the management of proceedings from a global
perspective of ESG and organizational culture regarding various
proposals, from her standpoint as an expert in corporate
governance and organizational culture and using her experience
as an outside officer in other companies.
Furthermore, as a member of the Compensation Committee, sheevaluatedtheappropriatenessandeffectivenessof
remuneration plans for officers, and gave fair opinions andrecommendations regarding the reporting of individual officer
evaluations and the bonus amount based on these evaluations,with consideration given to fair and understandable
remuneration plans.

Katsutoshi
Saito

At the Audit & Supervisory Board, Katsutoshi Saito carried out
activities that audit the execution of duties by the Directors,
including the internal control system, such as receiving reports
from Standing Audit & Supervisory Board Members and theinternal audit section, having meetings with the Chairman of theBoard and the President and Representative Director, CEO, andreviewing the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, etc.
Furthermore, as an Outside Audit & Supervisory Board Member,he proactively made suggestions from a point of view based on
his experience as a manager at global corporations andinstitutional investors at the Board of Directors meetings.
In addition, as a member of the Nomination Committee, he gave
specific opinions and recommendations using his experience asa manager.

YumikoWasedaAt the Audit & Supervisory Board, Yumiko Waseda carried out
activities that audit the execution of duties by the Directors,
including the internal control system, such as receiving reports
from Standing Audit & Supervisory Board Members and theinternal audit section, having meetings with the Chairman of theBoard and the President and Representative Director, CEO,reviewing the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, etc., and interviewing and exchanging opinions withthe legal affairs section.
Furthermore, as an Outside Audit & Supervisory Board Member,she proactively made suggestions from an expert point of view
as an experienced attorney at law at the Board of Directors
meetings.
In addition, as a member of the Compensation Committee, sheandeffectivenessof
evaluatedtheappropriateness
remuneration plans for officers, and gave fair opinions andrecommendations regarding the reporting of individual officer
evaluations and the bonus amount based on these evaluations,with consideration given to fair and understandable
remuneration plans.

OutsideAudit &
Supervisory
Board
Members

79

CategoryOutsideAudit &
Supervisory
Board
Members

Name

Form of participation, etc.

YutakaKawakami

At the Audit & Supervisory Board, Yutaka Kawakami carried out
activities that audit the execution of duties by the Directors,
including the internal control system, such as receiving reports
from Standing Audit & Supervisory Board Members and theinternal audit section, having meetings with the Chairman of theBoard and the President and Representative Director, CEO,reviewing the audit status of domestic group companies andstatus of activities of Audit & Supervisory Board of overseas
group companies, and interviewing and exchanging opinions on
a quarterly basis with the finance section.
Furthermore, as an Outside Audit & Supervisory Board Member,he proactively made suggestions from an expert point of view
as an experienced certified public accountant who is well versedin accounting audits of global corporations at the Board of
Directors meetings.

(4) Summary of agreements limiting liability
The Company has entered into an agreement with its Outside Directors andOutside Audit & Supervisory Board Members limiting his/her liability fordamages as prescribed in Paragraph 1, Article 423 of the Companies Act, toeither ¥20,000,000 or the minimum amount stipulated by applicable laws andregulations, whichever is higher.
(5) Summary of contents of a directors and officers liability insurance
policy1) Scope of insureds
Directors, Audit & Supervisory Board Members, Executive Officers andorganization heads of the Company as well as officers of domestic andoverseas group companies
2) Summary of the policy
The Company has entered into a directors and officers liability insurance
policy as prescribed in Paragraph 1, Article 430-3 of the Companies Act
with an insurance company. This policy covers the insured’s losses andsuch costs as related litigation expenses incurred from claims for damages
arising from acts (including nonfeasance) carried out by the insured inrelation to his/her duties as an officer of the company stated in 1). The
insurance premiums are fully borne by the Company.

80

9

Independent Accounting Auditor(1) Name of the Independent Accounting Auditor
KPMG AZSA LLC(2) Remunerations paid to the Independent Accounting Auditor forthis fiscal year
Remuneration
based on audit
professional
servicesRemuneration
based on nonaudit
professional
servicesRemunerations by the Company for this fiscal year¥249 million¥12 million

Remunerations by the Company’s subsidiaries for this fiscal year

¥148 million–

Total of cash and other financial profits payable by the Company
and its subsidiaries to the Independent Accounting Auditor¥398 million¥12 million

Category

Notes:
1. In its agreement with the Independent Accounting Auditor, the Company makes no
distinction between the remunerations that it pays for auditing services governed by theCompanies Act and for auditing services governed by the Financial Instruments andExchange Act. Consequently, the amount for “Remuneration based on audit professional
services” shown above is a sum of these 2 amounts.
2. Having performed the necessary verifications on the contents of the Independent
Accounting Auditor’s audit plan, evaluation and analysis of the audits actually conductedduring the previous fiscal year, status of execution of accounting audit duties, andreasonableness of the basis for calculation of remuneration, the Audit & Supervisory Board
has consented to the amount of remunerations for the Independent Accounting Auditor.
3. Non-audit professional services refer to the services which are outside the scope ofParagraph 1, Article 2 of the Certified Public Accountants Act.
4. In addition to the above, the Company and its subsidiaries such as Asahi Holdings(Australia) Pty Ltd and Asahi Europe and International Ltd paid KPMG, which belongs to
the same network as the Company’s Independent Accounting Auditor, a total of ¥520
million in audit fees and compensation for tax and related services, etc.

(3) Consecutive audit period
52 years
The period stated above denotes the consecutive audit period throughwhich KPMG AZSA or its predecessor (Asahi & Co.) has been appointed as anauditor of the Company since the predecessor was incorporated as an audit
firm. If the period is counted inclusive of the term for which Asahi & Co.’s
predecessor (a sole practitioner) was appointed as an auditor, the period is 61
years.
(4) Names of certified public accountants who performed the duties
and number of years of audit
Hiroyuki Yamada(Number of years of audit: 3 years)
Hiroshi Tani
(Number of years of audit: 1 year)
Kei Sakayori(Number of years of audit: 7 years)
The independent Accounting Auditor has appropriately established arotation schedule regarding its engagement partners, pursuant to revisions of
the Certified Public Accountants Act made in 2003 and 2007. The engagement
partners are not involved in carrying out audit services after having been
engaged in such services for 7 consecutive years. The lead engagement
partner is not involved in carrying out audit services after having provided
such services for 5 consecutive years.
81(5) Structure of assistants who supported the audit duties
Certified public accountants: 30 Others: 36
Note: The figures above represent the total number of assistants involved
with auditing duties for this fiscal year.
(6) Nature of non-audit professional services provided by the
Independent Accounting Auditor
The non-audit services involve preparation of comfort letter regarding theissuance of bonds.
(7) Company Policy regarding dismissal of or decision not toreappoint the Independent Accounting Auditor
If the Independent Accounting Auditor is found to correspond to any of theitems prescribed in Paragraph 1, Article 340 of the Companies Act, the Audit& Supervisory Board shall be entitled to dismiss the Independent Accounting
Auditor subject to the consent of all Audit & Supervisory Board Members, inwhich case the Audit & Supervisory Board Member appointed by the Audit &Supervisory Board reports on the fact that said Independent Accounting
Auditor has been dismissed and the reason for dismissal, at the first General
Meeting of Shareholders held after such dismissal. When it is reasonably
recognized that the Independent Accounting Auditor is no longer able toexecute its duties in an appropriate manner, the Audit & Supervisory Board
shall determine, as necessary, the contents of a proposal for dismissing or not
re-appointing said Independent Accounting Auditor to be submitted to theGeneral Meeting of Shareholders. On the basis of this determination by the
Audit & Supervisory Board, the Board of Directors shall offer to the General
Meeting of Shareholders a resolution to dismiss or not to reappoint the
Independent Accounting Auditor.

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 afterrounding off fractions to the representative unit, unless otherwise noted.

82

CONSOLIDATED FINANCIAL STATEMENTS (IFRS)CONSOLIDATED STATEMENT OF FINANCIAL POSITION(million yen)

As ofDecember 31,
2021

As of
December 31,
2020[Reference]

ASSETS
Current assets:
Cash and cash equivalents

52,74348,460Trade and other receivables

395,974

378,924

Inventories

200,828

183,166

Income tax receivables

2,232

24,403

Other financial assets

7,119

4,226

Other current assets

34,081

32,252

Subtotal

692,980

671,434

Assets held for sale

7,196

17,652

Total current assets

700,176

689,086

Property, plant and equipment

818,398

810,264

Goodwill and intangible assets

2,819,634

2,701,985

6,640

5,256

126,295

160,064

Non-current assets:

Investments accounted for using equity
methodOther financial assets
Deferred tax assets

34,54927,596

Net defined benefit assets

23,981

19,278Other non-current assets

18,071

25,846

Total non-current assets

3,847,572

3,750,292

Total assets

4,547,748

4,439,378

83

CONSOLIDATED STATEMENT OF FINANCIAL POSITION(million yen)

As ofDecember 31,
2021

As of
December 31,
2020[Reference]

LIABILITIES and EQUITY
LIABILITIESCurrent liabilities:
Trade and other payables

531,573

477,098

Bonds and borrowings

423,652

924,760

Income tax payables

36,84135,683

Provisions

13,25312,019Other financial liabilities

111,585

89,519Other current liabilities

125,985

113,440

1,242,891

1,652,521–

134

1,242,891

1,652,655

1,172,551

898,867

Net defined benefit liabilities

24,05324,093

Deferred tax liabilities

203,579

205,275

Other financial liabilities

139,194

134,729

Other non-current liabilities

6,330

5,941

Total non-current liabilities

1,545,709

1,268,906

Total liabilities

2,788,600

2,921,562

220,044

220,044

Subtotal
Liabilities directly associated with assets
held for sale
Total current liabilities
Non-current liabilities:
Bonds and borrowings

EQUITY
Issued capital
Share premium

161,731

161,783

Retained earnings

1,064,644

967,230(923)(1,031)

311,607

168,097

1,757,104

1,516,124

2,043

1,691

Treasury shares
Other components of equity
Total equity attributable to owners ofparentNon-controlling interests
Total equity

1,759,148

1,517,816

Total liabilities and equity

4,547,748

4,439,378

84

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(million yen)

For the year
ended
December 31,
2021

For the year
ended
December 31,
2020[Reference]

Revenue

2,236,076

2,027,762

Cost of sales(1,383,195)(1,283,150)

Gross profit

852,881744,612Selling, general and administrative
expenses(634,940)(576,789)

Other operating income

46,055

14,870

Other operating expense(52,096)(47,526)

Operating profit

211,900

135,167

Finance income

5,754

7,230

Finance costs(18,516)(14,982)

Share of profit (loss) of investments
accounted for using equity method

687

285

Gain (loss) on sales of investments
accounted for using equity method–(2,300)

Profit before tax

199,826

125,399

Income tax expense(46,003)(32,815)

Profit153,823

92,584

153,500

92,826322(241)

153,823

92,584

Profit attributable to:
Owners of parent
Non-controlling interests
Total

85

[Reference] CONSOLIDATED STATEMENT OF CASH FLOWS(Summary)(million yen)

For the year
ended
December 31,
2021

For the year
ended
December 31,
2020

Cash flows from (used in) operating
activities:
Profit before tax

199,826

125,399

Depreciation and amortization expenses

134,815

123,277–

2,300

Decrease (increase) in trade receivables(11,812)

48,666

Decrease (increase) in inventories(14,566)

3,306

Increase (decrease) in trade payables

9,598(3,302)

Increase (decrease) in accrued alcohol tax

9,106(16,609)

Increase (decrease) in net defined benefit
assets and liabilities

2,084

1,627

Loss (gain) on sales of investments
accounted for using equity method

Other67,48352,315

Subtotal

396,535

336,982

3,116

4,182

Interest paid

(11,224)(10,049)

Income taxes paid

(50,615)(55,256)

Net cash flows from (used in)operating activities

337,812275,859

Purchase of fixed assets(92,635)(90,743)

Proceeds from sales of fixed assets

65,061

12,095Purchase of investment securities(464)(10,237)

Proceeds from sales of investment
securities

30,15911,869–1,552(14,762)(1,165,974)

396

83

(2,103)(2,017)(14,348)(1,243,372)

Interest and dividends received

Cash flows from (used in) investing
activities:

Proceeds from sales of investment in an
entity accounted for using equity method
Purchase of shares of subsidiaries andothers resulting in change in scope of
consolidation
Proceeds from sales of shares ofsubsidiaries resulting in change in scopeof consolidation
Other
Net cash flows from (used in)investing activities

86For the year
ended
December 31,
2021

For the year
ended
December 31,
2020

Cash flows from (used in) financing
activities:
Increase (decrease) in financial liabilities
Proceeds from issuance of shares(264,958)

850,440–

75,027Purchase of treasury shares

(26)

(309)

Proceeds from disposal of treasury shares

135

81,307

Dividends paid

(54,220)(46,265)

Other(1,254)(3,441)(320,325)

956,759

Effect of exchange rate changes oncash and cash equivalents

1,144

10,725

Net increase (decrease) in cash andcash equivalents

4,283

(29)

Cash and cash equivalents at
beginning of period

48,46048,489Cash and cash equivalents at end of
period52,74348,460Net cash flows from (used in)financing activities87

NON-CONSOLIDATED FINANCIAL STATEMENTS (Japanese GAAP)NON-CONSOLIDATED BALANCE SHEET(million yen)

As ofDecember 31,
2021

As of
December 31,
2020[Reference]

ASSETS
Current assets:
Cash and deposits
Short-term loans receivable
Prepaid expenses
Accounts receivable - other
Income taxes receivable
Other
Allowance for doubtful accounts

20,485
213,643
1,334
38,217456
149(3,757)

21,633
246,972
1,799
9,042
21,849179(5,556)

270,528

295,920

17,068388
80956
15,0371,661
515,830402
7
0303
15,037
1,717
60

Total property, plant and equipment
Intangible assets:
Right to use facilities
Trademark right
SoftwareLeased assets
Other

35,12533,35839
7,013
13,269
60
4

39
7,981
11,262102
6

Total intangible assets
Investments and other assets:
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries
and associates
Deferred tax assets
Other
Allowance for doubtful accounts

20,386

19,392

12,4552,674,981

38,1922,680,491

4,519

4,519

25,141
2,682(169)

14,6482,469(183)

2,719,611

2,740,138

2,775,124
3,045,652

2,792,889
3,088,810

Total current assets
Non-current assets:
Property, plant and equipment:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress

Total investments and other assets
Total non-current assets
Total assets

88NON-CONSOLIDATED BALANCE SHEET(million yen)

As ofDecember 31,
2021

As of
December 31,
2020[Reference]

LIABILITIESCurrent liabilities:
Short-term borrowings
Commercial papers
Current portion of bonds payable
Lease obligations
Accounts payable - otherAccrued expenses
Deposits received
Provision for bonuses
Provision for bonuses for directors(and other officers)
Other

172,270
105,000
140,020
608
2,199
9,605
206,198455

650,585
176,000
88,328
573
1,424
4,688
144,371
299

418

342

1,096

521

Total current liabilities
Non-current liabilities:
Bonds payable
Long-term borrowings
Lease obligations
Other

637,872

1,067,133

1,029,832
145,820
1,281
1,097

881,396
24,2001,418
1,126

Total non-current liabilities

1,178,031

908,140

Total liabilities

1,815,904

1,975,274

220,216
194,511
87,977
106,533
822,728
822,728
195,000
627,728(923)

220,216
194,511
87,977
106,533
703,383
703,383
195,000
508,383(1,031)

1,236,533

1,117,079

1,882

(458)

(8,667)(3,085)(6,785)(3,543)

1,229,747
3,045,652

1,113,536
3,088,810

NET ASSETS
Shareholders’ equity:
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury shares
Total shareholders’ equity
Valuation and translation
adjustments:
Valuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Total valuation and translation
adjustments
Total net assets
Total liabilities and net assets

89NON-CONSOLIDATED STATEMENT OF INCOME(million yen)

For the year
ended
December 31,
2021

For the year
ended
December 31,
2020[Reference]

Operating revenue
Operating income of the Group
Real estate lease revenue
Dividends from subsidiaries andassociates
Operating expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Reversal of allowance for doubtful
accounts
Other
Non-operating expenses
Interest expenses
Foreign exchange losses
Bond issuance costs
Provision of allowance for doubtful
accounts
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on sale of shares of subsidiaries andassociates
Extraordinary losses
Loss on sale and retirement of noncurrent assets
Loss on sale of investment securities
Loss on valuation of shares of subsidiaries
and associates
Loss on sale of shares of subsidiaries andassociates
Loss on write-off of loans receivable fromsubsidiaries and associates
Business restructuring expenses
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit90

210,060
39,083
1,711

191,290
34,764
1,795

169,264

154,730

37,461
172,598
2,738
1,287
107

32,215
159,075
1,209
1,000
–

954

–

389
9,445
7,414
–
1,178

208
14,435
5,726
226
3,582

558

2,654

294
165,891
1,959
–
1,959

2,245
145,848
1,438
1
23

–

1,414

8,151

910

153

270

3,932

–

874

–

–

90

1,121

–

1,944
125
159,700(4,358)(9,515)173,574–549
146,377(17)(1,412)
147,806

AUDIT REPORTS
Independent accounting auditor’s report on consolidated
financial statements
Independent Auditor’s ReportFebruary 4, 2022
To the Board of Directors of Asahi Group Holdings, Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Hiroyuki Yamada
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroshi Tani
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kei Sakayori
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise theconsolidated statement of financial position, the consolidated statement of profit
or loss, the consolidated statement of changes in equity and the related notes ofAsahi Group Holdings, Ltd. (“the Company”) and its consolidated subsidiaries(collectively referred to as “the Group”), as at December 31, 2021 and for theyear from January 1, 2021 to December 31, 2021 in accordance with Article 4444 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position and the resultsof operations of the Group for the period, for which the consolidated financial
statements were prepared, in accordance with the latter part of Article 120-1 of
the Regulation on Corporate Accounting that prescribes some omissions of
disclosure items required under International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally acceptedin Japan. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

91Responsibilities of Management, the Audit & Supervisory Board Members
and the Audit & Supervisory Board for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of theconsolidated financial statements in accordance with the latter part of Article 1201 of the Regulation on Corporate Accounting that prescribes some omissions of
disclosure items required under International Financial Reporting Standards, andfor such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible
for assessing the Group’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern in accordance with the latter part ofArticle 120-1 of the Regulation on Corporate Accounting that prescribes someomissions of disclosure items required under International Financial ReportingStandards.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the directors’ performance of their duties with regard
to the design, implementation and maintenance of the Group’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of our audit in accordance with auditing standards generally accepted inJapan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

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

Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances, while theobjective of the audit is not to express an opinion on the effectiveness of theGroup’s internal control.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made bymanagement.

Conclude on the appropriateness of management’s use of the going concern
basis of accounting and based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may castsignificant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the consolidated financial
92

statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Groupto cease to continue as a going concern.


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

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

We communicate with the Audit & Supervisory Board Members and the Audit &Supervisory Board regarding, among other matters, the planned scope andtiming of the audit, significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the Audit & Supervisory Board Members and the Audit &Supervisory Board with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Interest required to be disclosed by the Certified Public Accountants Act
of Japan
We do not have any interest in the Group which is required to be disclosed
pursuant to the provisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the
Independent Auditor’s Report as required by the Companies Act for theconveniences of the reader.

93Independent accounting auditor’s report on non-consolidated
financial statements
Independent Auditor’s ReportFebruary 4, 2022

To the Board of Directors of Asahi Group Holdings, Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Hiroyuki Yamada
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hiroshi Tani
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kei Sakayori
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

OpinionWe have audited the non-consolidated financial statements, which comprise thenon-consolidated balance sheet, the non-consolidated statement of income, thenon-consolidated statement of changes in net assets and the related notes, andthe supplementary schedules (“the financial statements and others”) of Asahi
Group Holdings, Ltd. (“the Company”) as at December 31, 2021 and for the year
from January 1, 2021 to December 31, 2021 in accordance with Article 436-2-1of the Companies Act.
In our opinion, the financial statements and others referred to above present
fairly, in all material respects, the financial position and the results of operationsof the Company for the period, for which the financial statements and others
were prepared, in accordance with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally acceptedin Japan. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements and Others
section of our report. We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance withthese requirements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

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Responsibilities of Management, the Audit & Supervisory Board Members
and the Audit & Supervisory Board for the Financial Statements andOthersManagement is responsible for the preparation and fair presentation of thefinancial statements and others in accordance with accounting principles
generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of financial statements andothers that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and others, management is responsible forassessing the Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern in accordance with accounting
principles generally accepted in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the directors’ performance of their duties with regard
to the design, implementation and maintenance of the Company’s financial
reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements andOthersOur objectives are to obtain reasonable assurance about whether the financial
statements and others as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements
and others.
As part of our audit in accordance with auditing standards generally accepted inJapan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

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

Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances, while theobjective of the audit is not to express an opinion on the effectiveness of theCompany’s internal control.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made bymanagement.

Conclude on the appropriateness of management’s use of the going concern
basis of accounting and based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial
statements and others or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
95

Evaluate whether the presentation and disclosures in the financial statements
and others are in accordance with accounting standards generally acceptedin Japan, the overall presentation, structure and content of the financial
statements and others, including the disclosures, and whether the financial
statements and others represent the underlying transactions and events in amanner that achieves fair presentation.

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

96

REPORT OF THE AUDIT & SUPERVISORY BOARD
Audit Report
The Audit & Supervisory Board has prepared the following report based on theaudit reports prepared by individual Audit & Supervisory Board Members related
to the Directors’ execution of their duties during the 98th fiscal year, the period
from January 1, 2021 to December 31, 2021, after due discussions andconsultations among the Audit & Supervisory Board Members.
1. Methods used in audits by the individual Audit & Supervisory Board
Members and by the Audit & Supervisory Board and content ofaudits(1) The Audit & Supervisory Board determined the audit policies and division ofduties, and received reports from each Audit & Supervisory Board Member
regarding the status and results of the audits, as well as reports from the
Directors and Independent Accounting Auditor on the execution of theirduties, and requested explanations of those reports when necessary.
(2)Each Audit & Supervisory Board Member, in accordance with the audit policies,
division of duties, etc. based on the audit standards established by the Audit& Supervisory Board, sought to achieve mutual understanding with the
Directors, the section in charge of internal audit and other employees, strove
to collect information and create an audit environment, attended meetingsof the Board of Directors and other important meetings, received reports
from Directors, other employees regarding the execution of their duties andrequested explanations when necessary, reviewed documents related toimportant decisions, and inspected the operations and property of the head
office and other locations, while making use of telephones, the internet andother means. With respect to “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,which is included in the Business Report (internal control systems)” (Item 6,
Paragraph 4, Article 362 of the Companies Act and Paragraphs 1 and 3,
Article 100 of the Regulation for Enforcement of the Companies Act), theAudit & Supervisory Board received reports regularly from Directors andother employees regarding the status of the establishment andimplementation of the systems, sought additional explanations as necessary,and expressed opinions thereon. The Audit & Supervisory Board Members
discussed the contents of the “basic policy concerning the persons who
control decisions on the Company’s financial and business policies” (Item 3,
Article 118 of the Regulation for Enforcement of the Companies Act) includedin the Business Report, based on discussions of the Board of Directors andother parties. With respect to subsidiaries, the Audit & Supervisory Board
Members took steps to facilitate communications and exchange information
with the Directors and Corporate Auditors of subsidiaries and, whennecessary, received reports from subsidiaries on the status of theirbusinesses. Using the foregoing methods, the Audit & Supervisory Board
Members reviewed the Business Report and the supplementary schedules forthis fiscal year.

97

(3) The Audit & Supervisory Board oversaw and verified that the Independent
Accounting Auditor maintained its independence and carried out appropriate
audits, moreover, and received reports from the Independent Accounting
Auditor regarding the execution of its duties and requested explanations
when necessary. The Audit & Supervisory Board also received notifications
from the Independent Accounting Auditor to the effect that “a system for the
maintenance of appropriate execution of duties” (included in Article 131 of
the Regulation on Corporate Accounting) in accordance with the “standards
for quality control of audits” (Business Accounting Council; October 28,2005), etc., and requested explanations when necessary. Based on the above
activities, the Audit & Supervisory Board examined the non-consolidated
financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets,
and notes to the non-consolidated financial statements), the supplementaryschedules, and the consolidated financial statements (Consolidated
statement of financial position, consolidated statement of profit or loss,
consolidated statement of changes in equity, and notes to the consolidated
financial statements) for this fiscal year.
2. Results of the Audit(1)
Results of audit of the Business Report, etc.
In our opinion, the Business Report and the supplementary schedules
present the situation of the Company fairly, in compliance with theprovisions of applicable laws and regulations and the Articles ofIncorporation.
 In our opinion, there are no wrongful acts or material violations ofapplicable laws and regulations or the Articles of Incorporation in theexecution 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 andthe 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 theBusiness Report is appropriate.
We acknowledge that the measures implemented to achieve this basic
policy are consistent with the basic policy, will not harm the common
interest of the Company’s shareholders, and will not serve the purposeof maintaining the positions of the Company’s Directors and Audit &Supervisory Board Members.
(2)
Results of the audit of non-consolidated financial statements andthe supplementary schedules
In our opinion, the auditing methods used by KPMG AZSA LLC, theIndependent 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, theIndependent Accounting Auditor, and the results of its audit are appropriate.


98February 7, 2022
Audit & Supervisory Board
Asahi Group Holdings, Ltd.
Yoshihide Okuda (Seal)
Standing Audit & Supervisory Board Member
Naoko Nishinaka (Seal)
Standing Audit & Supervisory Board Member
Katsutoshi Saito (Seal)
Outside Audit & Supervisory Board Member
Yumiko Waseda (Seal)
Outside Audit & Supervisory Board Member
Yutaka Kawakami (Seal)
Outside Audit & Supervisory Board Member

99