CONVOCATION NOTICE OF

THE 99th ANNUAL
GENERAL MEETING OF
SHAREHOLDERS

DEADLINE FOR EXERCISING VOTING RIGHTS
VIA POSTAL MAIL AND INTERNET, ETC.

► DATE AND TIME►

March 28 (Tuesday), 2023

No later than 5:30 p.m. (JST),

at 1:00 p.m. (JST) (Reception start time: Noon)

March 27 (Monday), 2023

We will implement a limit on admission to the venue (pre-registration & lottery).
• Please see page 5 and the notice sent on February 27 (Monday) for details regarding the limit on
admission.

We will be streaming the General Meeting live via the internet.
URL https://web.lumiagm.com/• Please see page 6 for details regarding the live streaming.
• Please see pages 7-9 for details regarding the exercise of voting rights inadvance.

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

There will be no provision of gifts at theGeneral Meeting.

ASAHI GROUP HOLDINGS, LTD.
Securities Code: 2502

Dear Shareholders:

I hereby deliver this Convocation Notice of the99th Annual General Meeting of Shareholders.
In view of the ongoing impact of COVID-19, entry
to the venue for the General Meeting will be basedon pre-registration and lottery, in order tomitigate the risk of infection and ensure the safety
and security of shareholders.
We ask shareholders for their understanding withregard to these measures, and request that theytake into consideration the situation regarding
COVID-19 and related factors in considering entry
to the venue for the General Meeting.
The General Meeting will be live streamed via theinternet. We request that shareholders who are
not attending in person exercise their voting
rights in advance, via either postal mail or theinternet, etc., before watching the live stream via
the internet.
I would like to ask that our shareholders continue
to give us their unwavering support.
Sincerely,
March 6, 2023

Atsushi Katsuki
President and CEO, Representative Director

ASAHI GROUP HOLDINGS, LTD.

TABLE OF CONTENTS
Convocation Notice2

Reference Materials for General Meeting of Shareholders

14

Item 1

Appropriation of Retained Earnings

14

Item 2

Appointment of eight (8) Directors

15

Item 3

Appointment of two (2) Audit & Supervisory Board Members

30

Business Report

36

Consolidated Financial Statements/
Non-Consolidated Financial Statements

95

Audit Reports

103

1

CONVOCATION NOTICE OF
THE 99th ANNUAL GENERAL MEETING OF SHAREHOLDERSDATE AND TIME

March 28 (Tuesday), 2023, at 1:00 p.m. (JST)(Reception start time: Noon)

PLACE

Banquet Room “Tsuru,”
Banquet Floor of “The Main” ofHotel New Otani,
4-1, Kioi-cho, Chiyoda-ku, Tokyo

URL

https://web.lumiagm.com/*Please see page 6 for details.
LIVE STREAM

Items to be reported:

PURPOSES

Business Report, Consolidated Financial Statements, NonConsolidated Financial Statements and Reports of the audit resultsof the consolidated financial statements by the Independent
Accounting Auditor and the Audit & Supervisory Board for the 99th
term (from January 1, 2022 to December 31, 2022).

Items to be resolved:
Item 1: Appropriation of Retained Earnings
Item 2: Appointment of eight (8) Directors
Item 3: Appointment of two (2) Audit & Supervisory Board Members

Provision of documents regarding the General Meeting of
Shareholders via the internet
In accordance with the provisions of laws and regulations and Article 15 of the Articles ofIncorporation of the Company, starting from this General Meeting, information that
constitutes the content of Business Report, etc. (matters subject to measures for electronic
provision) will be provided in electronic format, except in the case of shareholders who
have requested that it be delivered on paper. For details on how to view the matters subject
to measures for electronic provision, please see page 10.
In the event of any corrections to matters subject to measures for electronic provision, anotification to that effect, and the corrected and pre-corrected versions of these matterswill be made available via the internet on the website of the Company, and on the websitesof PRONEXUS INC. and the Tokyo Stock Exchange.

2

Schedule for the 99th Annual General Meeting of Shareholders(on the day of the meeting / before and after
the meeting)If You Wish to Exercise
Voting Rights in Advance

Until March 27 (Monday)

Exercising Voting Rights in Advance Pages 7-9

Please exercise your voting rights via either postal mail orthe internet, etc., no later than the deadline.

If You Wish to Attend theGeneral Meeting in Person

AttendanceApplication

Shareholders
not selected in thelottery Page 5

The lottery result will besent on March 16(Thursday) by postal
mail.

Please fill in the“AttendanceApplication Form” sent
on February 27(Monday), and send it
back by postal mail.
(To be received byMarch 13 (Monday)(JST))

Shareholders
selected in thelottery
The “attendance card”
will be sent on March 16(Thursday) by postal
mail.

3

“General Meeting of Shareholders” page on the Company’s website
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/shareholders_meeting.html
Note: The website is available only in Japanese.

From 1:00 p.m. (JST) on
March 28 (Tuesday)

From March 29 (Wednesday)

Viewing the live stream

Confirm content

 Page 6

Please visit “General Meeting of
Shareholders”
page
on
the
Company’s website to confirm thefollowing content.
URL https://web.lumiagm.com/
Please access the above URL or
scan the QR code and enter the
Meeting ID, ID and password.

Streaming video of theGeneral Meeting after theevent Page 6

Attending the General
Meeting of Shareholders
 Page 5

Response to questions fromshareholders
Please bring your “attendancecard” and “voting form forexercising voting rights.”

Results of voting for the
General Meeting* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

4

Implementation of a limit on admission to the General Meeting (pre-registration & lottery)

The number of seats at the General Meeting will be limited.
Therefore, shareholders will need to pre-register in advance by applying for a seat at theGeneral Meeting.
In the event that applications exceed the seating capacity, we will implement a lottery
system.
We ask that shareholders apply for pre-registration if they do wish to attend.
Only the shareholders who have applied for attendance and hold the “attendance card” and“voting form for exercising voting rights” may enter the venue.
Application Deadline
To be received by March 13 (Monday)
If you wish to attend, please fill in the designated items on the“Attendance Application Form,” affix the privacy sticker provided,and send it via postal mail.

* “Attendance Application Form” hasbeen sent to shareholders by postal
mail on February 27 (Monday).
March 16 (Thursday)
Send “attendance card” (by postal mail)March 28 (Tuesday)
General Meeting of Shareholders

The lottery result will be sent on this day toshareholders who were not selected.

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

* Please understand that “shareholders who have not pre-registered,” “shareholders who
were not selected in the lottery,” and “shareholders who cannot be confirmed to havebeen selected upon attendance” will not be allowed to enter the General Meeting venue.

5

Guide to viewing the live stream
The General Meeting will be live streamed, exclusive to our shareholders, as follows.
Note: The live stream is available only in Japanese.
Date andtime of thelive stream

March 28 (Tuesday), 2023, from 1:00 p.m. (JST)(We plan on showing an opening video from 0:55 p.m. (JST))(1) Please access the “General Meeting of Shareholders
live stream website” by using the URL below or the
QR code
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: 769-895-553

How to view(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) On-screen input guidance for ID and password input.
Shareholder number(9-digit number)

Postal code
(7-digit number)(4) You may view the live stream after following the on-screen
instructions.
●
●

Notes
●
●
●
●

Post-meetingstreaming

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 inadvance.
Viewers will be able to post comments during the General Meeting of
Shareholders. These comments will not be recognized as questions at theGeneral Meeting of Shareholders under the Companies Act. However, of thecomments received, the Company plans to respond to principal ones that alignwith the purposes of this General Meeting, on our website.
The live stream may not be viewable depending on the internet connection
environment used, the connection status of the live stream and other factors.
Shareholders will bear telecommunication charges for viewing the live stream.
Please refrain from taking photos, recording, or saving.
Presenting the ID and password to a third party is strictly prohibited.

The video of the live stream will be available at the “General Meeting of
Shareholders” page 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 29 (Wednesday),
2023 at noon (JST) (Planned)

6

Guide to Exercising Voting Rights
A voting right at the General Meeting of Shareholders is an important right that entitles
shareholders to participate in the Company’s management. Please refer to the following andexercise your voting rights by either method.

Voting via Internet, etc.
* The online voting website and Help Desk information are available only in Japanese.

1

Deadline for exercising voting rights via the internet, etc.:
By 5:30 p.m., March 27 (Monday), 2023 (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 27 (Monday), 2023 (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).
Item 1

Items 2 and 3

If you consent:
If you dissent:
Mark a 〇 in theMark a ○ in thebox marked “賛”box marked “否”

If you consent to
If you dissent tothe appointment of the appointment of
all candidates:
all candidates:
Mark a ○ in theMark a ○ in thebox 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.

7

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

By 5:30 p.m., March 27 (Monday), 2023 (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 and password(1) You can exercise your voting rights by accessing the online
voting website https://www.web54.net from a computer,tablet, smartphone or cellular phone, and entering the voting
code and password.
(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)

8

(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,tablet, 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))

9

Guide to matters subject to measures for electronic provision
Matters subject to measures for electronic provision are to be taken are as
set out below. Using a computer, tablet, or smartphone, please access the“General Meeting of Shareholders” page on the Company’s website below
and refer to matters subject to measures for electronic provision.
URL/QR code for matters subject to measures forelectronic provisionhttps://www.asahigroup-holdings.com/ir/shareholders_guide/shareholders_meeting.html

Note: The website is available only in Japanese.

▼ Location of matters subject to measures for electronic provision
Matters subject to measures for electronic provision are located in thebottom part of the “General Meeting of Shareholders” page on the
Company’s website.

－ 資料
第 99 回定時株主総会招集ご通知[-] 分割ダウンロード
招集ご通知
株主総会参考書類
事業報告
Ⅰ 当期の業績（事業の経過及びその成果）
Ⅱ 経営方針（対処すべき課題）
Ⅲ コーポレート・ガバナンス／Ⅳ リスクマネジメント
Ⅴ その他アサヒグループの状況
連結計算書類・計算書類・監査報告
電子提供措置事項のうち書面交付請求による交付書面に記載しない事項
当社「第 99 回定時株主総会」の開催及び本総会会場の入場制限（事前登録制・抽選）の実施につきまして* Matters subject to measures for electronic provision are also available on
the website of PRONEXUS Inc. If you are unable to access matters subject
to measures for electronic provision via the Company’s website, pleasenavigate to the following website of PRONEXUS Inc. and refer to them atthat location.
WEB https://d.sokai.jp/2502/teiji/
Note: The website is available only in Japanese.

10* In addition to the above, they are also available on the website of theTokyo Stock Exchange. If you are unable to access matters subject tomeasures for electronic provision via the above-mentioned website, please
access the Tokyo Stock Exchange “Listed Company Search” website. Enterthe issue name (company name) or the securities code (2502) to search,then select “Basic information” followed by “Documents for public
inspection/PR information” and refer to the “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders
Meeting]” column under “Filed information available for public inspection.”
WEB https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

11

The items and content included in matters subject to measures for electronic
provision are as follows.
Note: The website is available only in Japanese.

Business Report
I Earnings for This Fiscal Year (Business Progress and Result)
It includes Overview of Consolidated Earnings, Overview of Revenue, andProgress of Medium-Term Guidelines in the “Medium- to Long-Term
Management Policy,” etc.
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/pdf/2023_shoushu_03.pdf<Image of available content>■ Overview of Consolidated Earnings■ Overview of Revenue

II Management Policy (Management Perspectives)
It includes Group Philosophy, Medium- to Long-Term Management Policy, andPolicy for 100th term (FY2023), etc.
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/pdf/2023_shoushu_04.pdf<Image of available content>■ Group Philosophy■ Medium- to Long-Term Management Policy

12■ Core Strategies (Sustainability Strategies)
Electric truck using green power

PET recycling facility commenced
operations

III Corporate Governance / IV Risk Management
It includes Basic Policies on Corporate Governance, Nomination andRemuneration of Officers, and Initiatives Carried Out to Enhance
Effectiveness of the Board of Directors, etc. It also includes information on
Risk Management Measures.
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/pdf/2023_shoushu_05.pdf<Image of available content>■ Corporate Governance System■ Nomination and Appointment System of
Directors

V Status of Other Matters of the Asahi Group
It includes Financing Activities, Status of Principal Lenders, Status of Capital
Expenditures, and Status of Major Establishments and Principal Subsidiaries.
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/pdf/2023_shoushu_06.pdf

Consolidated Financial Statements, Non-Consolidated Financial
Statements and Audit Reports
It includes Consolidated Financial Statements, Non-Consolidated Financial
Statements and Audit Reports.
WEB https://www.asahigroup-holdings.com/ir/shareholders_guide/pdf/2023_shoushu_07.pdf
Note: Among matters subject to measures for electronic provision, the following matters are notprovided in the documents delivered to shareholders who have requested the delivery of paperbased documents in accordance with the provisions of relevant laws and regulations and Article
15 of the Company’s Articles of Incorporation. Accordingly, the documents that are delivered toshareholders who have requested the delivery of paper-based documents are part of the
documents included in the scope of audits by the Audit & Supervisory Board Members and theIndependent Accounting Auditor when they create their respective audit reports.
(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 Policies” 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

13

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- to Long-Term Management Policy,” which is aimed at
implementing the group philosophy, “Asahi Group Philosophy,” Asahi Group
Holdings, Ltd. (the “Company”) has been working to enhance its corporate value
through sustainable growth and co-creation with all of its stakeholders, andenhance capacity for future growth investments by prioritizing allocation of thegenerated free cash flows to the reduction of debt. Meanwhile, in terms ofshareholder returns, the Company’s policy is to stably increase dividends aiming
to achieve a dividend payout ratio* of around 35%.
In order to realize this policy, regarding the year-end dividend for this fiscal
year, taking into consideration a variety of factors, including our consolidated
financial condition, the Company has revised upward the dividend forecast
announced in February 2022 and proposes to pay a year-end dividend of ¥58 pershare.
Since the Company previously paid out ¥55 per share as an interim-period
dividend, the annual dividend for this fiscal year will amount to ¥113 per share,
which is an increase of ¥4 per share from the previous fiscal year, for a dividend
payout ratio of 34.6%.
*

Dividend payout ratio is calculated by deducting special temporary factors, such as
business portfolio restructuring and impairment losses, from net income attributable toowners of the parent company.

(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amountof allocation¥58 per share of common stock
Total amount of payout: ¥29,395,356,536(3) Effective date of dividends of Retained Earnings
March 29, 2023

14

Item 2

Appointment 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 to
appoint 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, and highlevel expertise and ability required by the Company, with reference to the “Board of
Directors Skill Matrix,” which clearly states the personal requirements of company
officers based on the Asahi Group Philosophy, 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
NumberName

Position

TenureChairman and Director, Chairman of
the Board of Directors

16
years

President and CEO, Representative
Director6
years

Director and Executive Officer,
CHRO

4
years

1

Akiyoshi Koji

2

Atsushi Katsuki

3

Keizo Tanimura

4

Kaoru Sakita

Director and Executive Officer,
CFO

1
year

5

Christina L. Ahmadjian Outside Director (Independent
officer)

4
years

6

Kenichiro Sasae

Outside Director (Independent
officer)

1
year

7

Tetsuji Ohashi
Reappointment Outside Independent

Outside Director (Independent
officer)

1
year

8

Mari Matsunaga–

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment Outside Independent

Reappointment Outside Independent

New candidate Outside Independent

15–

Candidate
Long-term
Numberstrategy

1

◯

2

◯

3
4

◯

5

Decision-Making Skills

Supervisory Skills

Sustainability

Discontinuous growth

Seniorleadership

Finance

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

◯

Global

◯

◯

6

◯

◯

7

◯

◯

◯

Reappointment: candidate for reappointment
Outside: candidate for Outside Director

◯

◯

◯

◯

◯

◯

◯

8

Human
Risk &
resources &Governance
Culture

◯

◯

◯

◯

◯

◯

◯

◯

◯

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

Notes: 1. The position and age are as of this Annual General Meeting of Shareholders, and tenure is asof the conclusion of this Annual General Meeting of Shareholders.
2. The Company has entered into a directors and officers liability insurance policy with aninsurance company. Summary of contents of the insurance policy is described under “V Statusof Other Matters of the Asahi Group, 8 Directors and Audit & Supervisory Board Members of
the Company, (5) Summary of contents of a directors and officers liability insurance policy.”
This is a matter subject to measures for electronic provision. Each of the candidates forreappointment are already listed as an insured under the insurance policy and will continue tobe listed as an insured upon approval of his or her reappointment. In addition, newly appointed
candidate Mari Matsunaga will be listed as an insured upon approval of her appointment. The
Company plans to renew the said policy with the same terms during the terms of their office.

16

Board of Directors Skill Matrix
The “Board of Directors Skill Matrix” is composed of the necessary skills for decision
making as the Board of Directors and particularly necessary skills for the oversightof business execution. According to the “Board of Directors Skill Matrix,” the Company
shall make the Board of Directors composed of persons who are suitably qualified to
be Directors of the Company possessing a wealth experience, excellent insight, andhigh-level expertise and ability required by the Company.
Definition of each skill included in the “Board of Directors Skill Matrix” is as follows:

Supervisory Skills

Decision-Making Skills

Skill

Definition Ability to assess societal changes over the long term and theultra-long termLong-term strategy
 Ability to guide according to strategy informed by backcastingfrom an envisioned future Ability to make decisions from a global perspective and frame
Globalof reference Ability to optimize a blend of local and global
 Ability to provide leadership for the creation of social impact
through the business
Sustainability
 Ability to provide direction of management rooted inknowledge and insight on ESG
 Ability to transform the business structure and earnings
model
Discontinuous growth Ability to encourage innovation and explore new areas ofbusiness Ability to accurately assess the status of business execution
Senior leadershipand raise related issues
 Ability to evaluate business execution by leadership team
 Ability to grasp the state of management from performanceand management indices and to raise related issues
Finance Ability to grasp the state of resource allocation and to raise
related issues
 Ability to grasp the state of risk control and to raise related
issuesRisk & Governance Ability to grasp the state of governance in place for businessexecution and raise related issues
 Ability to evaluate the status of diverse human resources
being able to demonstrate their capabilities
Human resources & Culture Ability to grasp the state of corporate culture and raise
related issues

Note that the “Board of Directors Skill Matrix” lists the skills that candidates are
expected to exhibit for their roles, and does not represent all the knowledge andexperience possessed by each candidate.

17

Candidate
Number1

Akiyoshi Koji
Reappointment
Date of Birth (Age): November 8, 1951 (71 years old)
Owned Shares of the Company:
17,000 shares
Tenure:16 years
Attended BOD* meetings (FY2022):
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 and CEO,
Representative Director, and has been promoting sustainable growth and increased
corporate value over the medium- to long-term. As Chairman and Director he has served
as the Chairman of the Board of Directors of the Company, and has taken an integral rolein increasing the effectiveness of the Board of Directors. He has been essential in the fairand open operation of the Board of Directors, prompting active involvement andexpression 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 role in creating sustainable mechanisms of
the Board of Directors, which forms the basis of increased 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 can be expected to demonstrate senior leadership, insightand expertise in finance, human resources, and culture, long-term strategic skills
supported by foresight and a backcasting mindset, discontinuous growth skills totransform business structures and earnings models, and sustainability skills that take anentire business perspective for continuous development.
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 CEO, Representative Director
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.

18

Candidate
Number2

Atsushi Katsuki
Reappointment
Date of Birth (Age): March 17, 1960 (63 years old)
Owned Shares of the Company:
2,798 shares
Tenure:6 years
Attended BOD meetings (FY2022):
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. Servingas President and CEO, Representative Director, he has worked to realize sustainablegrowth in our existing businesses, centered on beer, while leveraging the foundation of
those businesses to expand into peripheral and new business and service domains, basedon the “Medium- to Long-Term Management Policy” enlisting an approach that entails
backcasting from megatrends. He has also promoted initiatives to achieve sustainablegrowth and increase corporate value together with all of our stakeholders by integrating
sustainability and management and further strengthening our core strategies such as DX
and R&D.
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
Headquarters, a Director and CFO of the Company. In particular, he can be expected todemonstrate insight and expertise regarding long-term strategy, sustainability, seniorleadership, and finance, discontinuous growth skills supported by knowledge andexperience regarding M&A, and decision-making skills from a global perspective, using his
extensive experience overseas.
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 CEO, Representative Director

Overall Management
Corporate Strategy, Research & Development, Corporate
Communications
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 CEO, Representative Director(to the present)
Candidate’s special interests in the Company
There are no special interests between Atsushi Katsuki and the Company.

Responsibilities

19

Candidate
Number3

Keizo Tanimura
Reappointment
Date of Birth (Age): August 11, 1965 (57 years old)
Owned Shares of the Company:
5,123 shares
Tenure:4 years
Attended BOD meetings (FY2022):
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. His track record includes
promoting a succession planning system for the Group’s executives and the constructionof a system for human resources and compensation policy, and as the director responsible
for governance, he has also promoted reinforcement of the operating foundation forincreasing the effectiveness of the Board of Directors. He made a track record that includes
having brought about significant improvement to external assessments concerning ESG
through his efforts in promoting integration of sustainability 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 highscores with respect to employee engagement as a result of having coordinated initiatives
among the Regional Headquarters, which has involved drawing up a Group-wide personnel
policy and engaging in diversity, 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 Headquarters. In particular, he can be
expected to read the future trends of DE&I and ESG and demonstrate human resources
and cultural skills from a global perspective and sustainability skills through tapping into
the power of inclusiveness of diverse cultures, along with risk and governance skills basedon insight and expertise regarding governance.
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

HR, Legal, Risk, General Affairs, Audit, Sustainability

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.

20

Candidate
Number4

Kaoru Sakita
Reappointment
Date of Birth (Age): March 3, 1966 (57 years old)
Owned Shares of the Company:
339 shares
Tenure:1 yearAttended BOD meetings (FY2022):
9/9

Reasons for recommending Kaoru Sakita as a candidate for Director
Since assuming the role of Director in 2022, Kaoru Sakita has been responsible for theareas of finance, procurement, and IT, and as a CFO, he made a track record that includes
having contributed to improving the robustness of our financial position by optimizing ourglobal cash management system and by reducing financial liabilities, taking the lead instrengthening the procurement systems, as well as promoting the materialization of
innovation in three key areas of DX (processes, organization, and business models).
With an extensive experience of having served in the Group in areas that include financeand corporate planning and as a COO of overseas Regional Headquarters, he has played
an important role in the Company’s growth enlisting his high-level expertise andknowledge in global management, and he sufficiently possesses the insight, expertise,
and ability required as a Director of the Company. In particular, he is expected todemonstrate insight and expertise regarding long-term strategic perspective, finance, andprocurement, discontinuous growth skills backed by extensive experience in alliances andM&As, and decision-making skills from a global perspective, using his extensive experienceoverseas.
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 werecommend his reappointment as a Director.
Position

Director and Executive Officer, CFO (Chief Financial Officer)

Responsibilities

Finance, Procurement, IT

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
Mar. 2022
Director and Executive Officer, CFO(to the present)
Candidate’s special interests in the Company
There are no special interests between Kaoru Sakita and the Company.
Note: As Kaoru Sakita was newly appointed at the 98th Annual General Meeting of
Shareholders held on March 25, 2022, the above number of Board of Directors
meetings held that he could attend is different from other Directors.

21

Candidate
Number5

Christina L. Ahmadjian
Reappointment

Outside Director

Independent Director
Date of Birth (Age): March 5, 1959 (64 years old)
Owned Shares of the Company:― shares
Tenure:4 years
Attended BOD meetings (FY2022):
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 participated in discussions and activities that contributed to substantial
and appropriate supervision of the Board of Directors from the perspectives of ESG,
sustainability, and a global perspective, based on her viewpoints as a university professor
and an expert in risk and governance, human resources and culture, as well as her
experience as an outside officer of other companies.
Furthermore, as Chairperson of the Compensation Committee, to enhance the supervisory
function of the Board of Directors, she has led the operations of the committee in a fair
and transparent manner, and reported to the Board of Directors on matters such as theestablishment of social value indicators for the medium-term bonus and bonus payment
plans. In addition, as a member of the Nomination Committee, she gave specific opinions
and recommendations regarding the Board of Directors Skill Matrix, oversight of the CEO
succession plan, and other matters. She is expected to demonstrate sustainability, global,
risk and governance, human resources and cultural skills supported by her experience andinsight.
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
Mar. 2019
Outside Director of the Company(to the present)
Apr. 2022
Specially Appointed Professor, Department of Global Business, College ofBusiness, Rikkyo University(to the present)
Significant Concurrent
Specially Appointed Professor, Department of Global
Positions
Business, College of Business, Rikkyo University
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Member of the Board (Outside Director) of NGK SPARKPLUG CO., LTD.

22

Candidate’s special interests in the Company
There are no special interests between Christina L. Ahmadjian and the Company.
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 liability amountstipulated by applicable laws and regulations, whichever is higher. If her appointment isapproved, the current agreement will be extended.

23Candidate
Number6

Kenichiro Sasae
Reappointment

Outside Director

Independent Director
Date of Birth (Age): September 25, 1951 (71 years old)
Owned Shares of the Company:― shares
Tenure:1 yearAttended BOD meetings (FY2022):
9/9

Reasons for recommending Kenichiro Sasae as a candidate for Outside Director
Since being appointed as an Outside Director of the Company in 2022, Kenichiro Sasae
has participated in discussions and activities that contributed to substantial andappropriate supervision of the Board of Directors on global business execution from theperspective of geopolitical risk and international affairs, based on his extensive knowledge
and experience regarding international politics and economics, as well as his experience
as an outside officer of other companies.
Furthermore, as Chairperson of the Nomination Committee, to enhance the supervisory
function of the Board of Directors, he has led the operations of the committee in a fair andtransparent manner, and reported to the Board of Directors on matters such as the Boardof Directors Skill Matrix, oversight of the CEO succession plan, and proposals regarding
officer appointments. Furthermore, as a member of the Compensation Committee, hegave specific opinions and recommendations regarding reports on matters such as theestablishment of social value indicators for the medium-term bonus and bonus payment
plans. He is expected to demonstrate ability in long-term strategy, global skills, seniorleadership, and risk and governance skills supported by his experience and insight.
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 werecommend his reappointment as an Outside Director.
Position

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)
Mar. 2022
Outside Director of the Company(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.
Note: As Kenichiro Sasae was newly appointed at the 98th Annual General Meeting of
Shareholders held on March 25, 2022, the above number of Board of Directors
meetings held that he could attend is different from other Directors.

24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
To enable him to contribute fully in his role as an Outside Director, the Company hasentered into an agreement with Kenichiro Sasae that limits his liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, his liabilities are limited to ¥20 million or to the minimum liability amountstipulated by applicable laws and regulations, whichever is higher. If his appointment isapproved, the current agreement will be extended.

25

Candidate
Number7

Tetsuji Ohashi
Reappointment

Outside Director

Independent Director
Date of Birth (Age): March 23, 1954 (69 years old)
Owned Shares of the Company:― shares
Tenure:1 yearAttended BOD meetings (FY2022):
9/9

Reasons for recommending Tetsuji Ohashi as a candidate for Outside Director
Since being appointed as an Outside Director of the Company in 2022, Tetsuji Ohashi has
participated in discussions and activities that contributed to substantial and appropriate
supervision of the Board of Directors such as asking questions and raising concerns aboutgroup governance and global business execution that grasp the essence based on theperspective of managing a global corporation and his experience as an outside officer ofother companies.
As a member of the Nomination Committee, he gave specific opinions andrecommendations regarding the Board of Directors Skill Matrix, oversight of the CEO
succession plan, proposals for officer appointments, and other matters. Furthermore, asa member of the Compensation Committee, he gave specific opinions andrecommendations regarding reports on matters such as the establishment of social value
indicators for the medium-term bonus and bonus payment proposals. He is expected todemonstrate ability in long-term strategy, global skills, discontinuous growth skills, seniorleadership, and finance skills supported by his experience and insight.
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 werecommend his reappointment as an Outside Director.
Position

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.
Mar. 2022
Outside Director of the Company(to the present)
Apr. 2022
Chairman of the Board of Komatsu Ltd.
(to the present)
Significant Concurrent
Chairman of the Board of Komatsu Ltd.
Positions
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.
Note: As Tetsuji Ohashi was newly appointed at the 98th Annual General Meeting of
Shareholders held on March 25, 2022, the above number of Board of Directors
meetings held that he could attend is different from other Directors.

26

Views on independence
The Group maintains no transactional relationships with Tetsuji Ohashi 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” 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 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
To enable him to contribute fully in his role as an Outside Director, the Company hasentered into an agreement with Tetsuji Ohashi that limits his liability for damages asprescribed in Paragraph 1, Article 423 of the Companies Act. Under the terms of thisagreement, his liabilities are limited to ¥20 million or to the minimum liability amountstipulated by applicable laws and regulations, whichever is higher. If his appointment isapproved, the current agreement will be extended.

27

Candidate
Number8

Mari Matsunaga
New candidate

Outside Director

Independent Director
Date of Birth (Age): November 13, 1954 (68 years old)
Owned Shares of the Company:― shares

Reasons for recommending Mari Matsunaga as a candidate for Outside Director
Mari Matsunaga worked at Japan Recruit Center, Inc. (current Recruit Holdings Co., Ltd.)as Editor in chief of the magazines “Shushoku Journal” and “Travail.” She was appointed
as Head of Planning Office for the Gateway Business Department at NTT Mobile
Communications Network, Inc. (current NTT DOCOMO, INC.) where she developed content
for i-mode. She has skills including senior leadership, risk and governance, humanresources, as well as cultural skills based on her experience in developing new businessmodels and as an outside officer at other company. She sufficiently possesses the insight,
expertise, and ability required as a Director of the Company.
In particular, as an Outside Director, she has a high level of discontinuous growth skills
due to her experience in new services and development. She can be expected to actively
point out and make recommendations on management issues from the perspective ofpromoting open innovation, etc., and to actively provide opinions and recommendations
at meetings of the Board of Directors based on her extensive knowledge and broad insight
into the culture and lifestyles of modern society.
Accordingly, we deem that Mari Matsunaga is a human resource necessary to thecomposition of the Board of Directors as a member of the Board who has diverse insight,
expertise, and capabilities for increasing the effectiveness of the decision-making andoversight functions of the Board of Directors, and thus we newly recommend her
appointment as an Outside Director.
Career Summary
Apr. 1977
Joined Japan Recruit Center, Inc. (current Recruit Holdings Co., Ltd.)
Jul. 1986
Editor in chief of “Shushoku Journal,” Recruit Co., Ltd. (current Recruit
Holdings Co., Ltd.)
Jul. 1988
Editor in chief of “Travail,” Recruit Co., Ltd.
Jul. 1997
Head of Planning Office, Gateway Business Department, NTT Mobile
Communications Network, Inc. (current NTT DOCOMO, INC.)
Apr. 2000
Representative of Mari Matsunaga Office(to the present)
Significant Concurrent
PositionsRepresentative of Mari Matsunaga OfficeOutside Director of Seiko Epson Corporation

Candidate’s special interests in the Company
There are no special interests between Mari Matsunaga and the Company.

28

Views on independence
The Group maintains no transactional relationships with Mari Matsunaga 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 Mari Matsunaga meets the requirements for independent officers as definedby the Tokyo Stock Exchange, we have registered her as an independent officer as
stipulated by the said Exchange.
Regarding agreements limiting the liability
If appointment of Mari Matsunaga is approved, the Company plans to newly enter into anagreement with her that limits her liability for damages as prescribed in Paragraph 1, Article
423 of the Companies Act in order to enable her to contribute fully in her role as an Outside
Director. Under the terms of this agreement, her liabilities are limited to ¥20 million or tothe minimum liability amount stipulated by applicable laws and regulations, whichever ishigher.

29

Appointment of two (2) Audit & Supervisory Board
Members
Item 3At the conclusion of this Annual General Meeting of Shareholders, the terms ofoffice of Audit & Supervisory Board Members Yoshihide Okuda and Yumiko
Waseda will expire. The Company therefore asks the shareholders to appoint two(2) Audit & Supervisory Board Members.
The Company has decided that a 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, and 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 groupphilosophy, the “Asahi Group Philosophy,” the Asahi Group Code of Conduct, andmanagement strategy. Audit & Supervisory Board Members are appointed fromamong candidates who have appropriate experience, abilities, and high-levelknowledge of finance and accounting or legal affairs. In particular, at least one
individual with significant insight into finance and accounting shall be appointed.
Furthermore, 3 of the Audit & Supervisory Board Members shall be Outside Audit& Supervisory Board Members who meet the requirements for independent
officers which have been established by the Company, and be appointed fromamong corporate accounting experts, lawyers and persons with experience incorporate management who possess abundant experience and comprehensive
knowledge in relevant fields.
This proposal is submitted with the prior consent of the Audit & Supervisory
Board.
The candidates for Audit & Supervisory Board Member are as described on thefollowing pages.

30

■[Reference] Composition of the Audit & Supervisory Board if this proposal isapproved and adopted in its original form
Name

Position

Naoko Nishinaka

TenureStanding Audit &Supervisory Board
MemberOutside Audit &Yutaka Kawakami Supervisory Board
Member(Independent
officer)

OutsideIndependent

Shigeo Ohyagi

Candidate for
Audit &
Supervisory Board
MemberCandidate for
Audit &
Supervisory
Board Member

OutsideIndependent

Outside Audit &Supervisory Board
Member(Independent
officer)

Yukitaka Fukuda–

New candidate• Knowledge andexperience in the3Company’s businessyears • Expertise in supply
chain and quality
assurance• Knowledge andexperience as a
6certified public
years accountant• Expertise in financeand accounting• Knowledge andexperience incorporate
1
management
year • Expertise inmanagement andsupervision of global
corporations–• Knowledge andexperience in the
Company’s business• Expertise in financeand accounting–• Knowledge andexperience as an
attorney at law• Expertise incorporate legal
affairs

Sanae Tanaka
New candidate
OutsideIndependent–

Knowledge,
experience, ability

New candidate: candidate for new appointment
Outside: Outside Audit & Supervisory Board Member or candidate therefor
Independent: independent officer or candidate therefor

Notes: 1. The position and age are as of this Annual General Meeting of Shareholders, and tenure is asof the conclusion of this Annual General Meeting of Shareholders.
2. The Company has entered into a directors and officers liability insurance policy with aninsurance company. Summary of contents of the insurance policy is described under “V Statusof Other Matters of the Asahi Group, 8 Directors and Audit & Supervisory Board Members of
the Company, (5) Summary of contents of a directors and officers liability insurance policy.”
This is a matter subject to measures for electronic provision. Candidates for new appointment,
Yukitaka Fukuda and Sanae Tanaka, will be listed as insureds upon approval of their
appointment. The Company plans to renew the said policy with the same terms during theterms of their office.

31

Candidate
Number1

Yukitaka Fukuda
New candidate
Date of Birth (Age): May 20, 1963 (59 years old)
Owned Shares of the Company:
1,147 shares

Reasons for recommending Yukitaka Fukuda as a candidate for Audit &Supervisory Board Member
Yukitaka Fukuda has abundant management experience in the Group, mainly in financeand accounting, as an Executive Officer and General Manager of Finance Section of theCompany, President and Representative Director of Asahi Professional Management Co.,
Ltd., and Audit & Supervisory Board Member of Asahi Group Japan, Ltd.
He possesses a high level of expertise in finance and accounting necessary for an Audit &Supervisory Board Member of the Company, a high level of insight regarding compliance,risk management, and internal audit, and extensive knowledge of the Company’sbusinesses, including its Alcohol Beverages Business, and the Company expects that hewill appropriately perform the role of auditing the execution of duties by the Company’s
Directors, including the internal control system.
Accordingly, we deem that Yukitaka Fukuda is a necessary human resource forstrengthening the functions of the Company’s Audit & Supervisory Board in the aim forsustainable growth and enhancement of corporate value over the medium- to long-term,
and thus we newly recommend his appointment as an Audit & Supervisory Board Member.
Career Summary
Apr. 1986
Joined Toyo Engineering Corporation
Oct. 2001
Joined the Company
Sep. 2012
General Manager of Finance Section
Mar. 2015
Executive Officer, General Manager of Finance Section
Mar. 2017
President and Representative Director of Asahi Professional Management
Co., Ltd.
Mar. 2022
Audit & Supervisory Board Member of Asahi Group Japan, Ltd.
(to the present)
Candidate’s special interests in the Company
There are no special interests between Yukitaka Fukuda and the Company.
Note: Yukitaka Fukuda will resign from the position of Audit & Supervisory Board Memberof Asahi Group Japan, Ltd. on March 28, 2023.

32

Candidate
Number2

Sanae Tanaka
New candidate
Outside Audit & Supervisory Board Member
Independent Audit & Supervisory Board Member
Date of Birth (Age): July 15, 1962 (60 years old)
Owned Shares of the Company:
1,100 shares

Reasons for recommending Sanae Tanaka as a candidate for Outside Audit &Supervisory Board Member
Sanae Tanaka, through her long years of practice as an attorney at law, possesses
expertise in corporate legal affairs necessary for an Audit & Supervisory Board Member of
the Company and a high level of insight that enables her to audit management from theperspective of laws and regulations, etc.
The Company expects that in serving as Outside Audit & Supervisory Board Member she
will 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 onher extensive knowledge and experience as an attorney at law. This will involve having
her actively give her opinions and recommendations at meetings of the Board of Directors
and the Audit & Supervisory Board, and also having her review the audit status of domestic
group companies and activities of overseas group companies’ audit committees.
Accordingly, we deem that Sanae Tanaka 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 her appointment as an Outside Audit & Supervisory Board Member.
Career Summary
Apr. 1989
Registered as an Attorney at Law
Sep. 1991
Representative of Sanae Tanaka Law Office(to the present)
Significant Concurrent
PositionsRepresentative of Sanae Tanaka Law OfficeOutside Director of Noevir Holdings Co., Ltd.
Outside Director of PILOT CORPORATION
Outside Director of Shochiku Co., Ltd.

Candidate’s special interests in the Company
There are no special interests between Sanae Tanaka and the Company.
Views on independence
The Group maintains no transactional relationships with Sanae Tanaka 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 Sanae Tanaka meets the requirements for independent officers as definedby the Tokyo Stock Exchange, we have registered her as an independent officer as
stipulated by the said Exchange.
Regarding agreements limiting the liability
If appointment of Sanae Tanaka is approved, the Company plans to newly enter into anagreement with her that limits her liability for damages as prescribed in Paragraph 1,
Article 423 of the Companies Act in order to enable her to contribute fully in her role asan Outside Audit & Supervisory Board Member. Under the terms of this agreement, herliabilities are limited to ¥20 million or to the minimum liability amount stipulated byapplicable laws and regulations, whichever is higher.

33

[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% or34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 persons” refers to Directors (excluding Outside Directors), 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 or other officers
belonging to incorporated foundations, incorporated associations, educational institutions
and other incorporated entities; and other persons objectively and reasonably 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.

35

BUSINESS REPORT (From January 1, 2022 to December 31, 2022)
I

Earnings for This Fiscal Year
(Business Progress and Result)1

Overview of Consolidated Earnings
During this fiscal year, although the global economy showed signs of recovery,
particularly in the U.S. and Europe, the outlook was uncertain due to rising
upward pressure on prices as a result of soaring raw material and energy prices
in the wake of the deteriorating situation in Ukraine, and higher policy interest
rates aimed at curbing inflation. The Japanese economy, which had also been
affected by rising raw material prices, showed signs of recovery due to theloosening of COVID-19 restrictions and the recovery of the global economy.
Under these circumstances, the Asahi Group has updated the previous
Medium-Term Management Policy as a “Medium- to Long-Term Management
Policy” including long-term strategies, through backcasting from megatrends inorder to implement our group philosophy, the Asahi Group Philosophy. 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 ourbusiness portfolio, in addition to the sustainable growth of existing businesses
centered on beer category, we have worked to expand into peripheral areas andnew businesses and services by leveraging our business foundation. We also
promoted initiatives aimed at achieving sustainable growth and increasing
corporate value together with all of our stakeholders by further strengthening
our core strategies such as integrating sustainability and management, digitaltransformation (DX) and research and development (R&D).
In addition, although this fiscal year was significantly affected by factors
including rising raw material prices, we sought to stabilize the Group’s overall
performance by implementing management practices that flexibly respond tochanges in the business environment, such as appropriate pricing strategies andenhanced cost management in each region.
As a result, revenue of the Asahi Group increased by 12.3% year-on-year to¥2,511,108 million. Core operating profit*1 increased by 11.9% year-on-year to¥243,817 million, and operating profit rose by 2.4% to ¥217,048 million. Profit
attributable to owners of parent decreased by 1.3% year-on-year to ¥151,555
million, due to an increase in income tax expense, and adjusted profit
attributable to owners of parent*2 totaled ¥165,430 million, an increase of 7.0%
year-on-year.
Furthermore, excluding the effects of exchange rate fluctuations, revenue
increased by 8.0% year-on-year and core operating profit increased by 5.9%
year-on-year.*3*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. Adjusted profit attributable to owners of parent is profit attributable to owners of parent
less special temporary factors, such as business portfolio restructuring and impairment
losses.
*3. Foreign currency amounts in 2022 are compared after conversion to the yen equivalentusing the 2021 exchange rate.

36

■Asahi Group’s Earnings

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

37

■

Financial and Profit/Loss Indicators of the Asahi Group
99th term
FY2022(current year)(million yen)
2,511,108(million yen)
243,817(million yen)
217,048(million yen)

96th term
FY201997th term
FY202098th term
FY20212,089,048

2,027,762

2,236,076

Core operating profit

212,971

167,823

217,940

Operating profit

201,436

135,167

211,900

Profit attributable to ownersof parent

142,207

92,826

153,500

9.6

6.7

9.5

EBITDA*1

304,848

269,446

328,497

Basic earnings per share*2

310.44

196.52302.92

Total assets

3,140,788

4,439,378

4,547,748

Total equity

1,248,279

1,517,816

1,759,148(million yen)
2,062,945(yen)Equity attributable to ownersof parent per share*3

2,720.76

2,992.06

3,467.47

4,067.12

Revenue

Operating profit ratio

ROE(Profit ratio to equity
attributable to owners ofparent)151,555(%)
8.6(million yen)
362,405(yen)
299.10(million yen)
4,830,344

(%)
11.9

6.7

9.4

7.9
(million yen)

Adjusted profit attributable toowners of parent*4

142,207

92,826

153,500

Adjusted earnings per share*5

310.44

196.52302.92(yen)
326.48
(%)

13.0

7.5

11.0

11.1

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

165,430*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 special
temporary factors, such as business portfolio restructuring and impairment losses.
*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).

38

2

Overview of Earnings■ Asahi Group Revenue
98th term
FY2021(million yen)

99th term
FY2022(current year)(million yen)

Change inamount(million yen)Japan

1,219,383

1,301,731

82,3486.8

Europe474,383

573,875

99,49221.0

Oceania

499,994583,167

83,172

16.6

Southeast Asia

42,684

51,680

8,995

21.1

Others*2

5,962

8,764

2,801

47.0

Adjustment*3(6,332)(8,110)(1,778)–

Total

2,236,076

2,511,108

275,032

12.3

Segment*1

Change inpercentage(%)*1. The Company changed classification of “Alcohol Beverages,” “Soft Drinks,” “Food,” and“Overseas” segments that had been used up until the 98th term (FY2021) to “Japan,”“Europe,” “Oceania,” and “Southeast Asia,” from the 99th term (FY2022) due toreorganization. The figures shown for the 98th term were calculated according to the newclassification.
*2. The “Others” segment includes feedstuffs business and other businesses not included in“Japan”, “Europe”, “Oceania”, and “Southeast Asia” segments.
*3. The adjustment is the elimination amount of intersegment revenue.

39

In Japan, we invested management resources in brands with “strengths” in the alcohol
beverages, soft drinks, and food businesses, and aimed to improve the value of the brands ofeach business through new value propositions. We also strengthened our foundation forsustainable growth by optimizing SCM to create synergies across business boundaries in Japanas a whole and promoting sustainability initiatives.
In the alcohol beverages business, in the beer category, “Asahi Super Dry” was fully
renewed for the first time since its launch in 1987, and “Asahi Super Dry Nama Jokki Can” wassold throughout the year to expand the user base. In addition, we expanded the product lineupof “Asahi Draft Beer” and strengthened advertising and sales promotion activities to revitalize
the beer market. In RTD*1 beverages, we strengthened new value propositions by rolling out
the premium craft series “Asahi The Craft” and limited-time-only products. In alcohol-taste
beverages we worked to promote our “smart drinking” concept by offering a more diverse
range of drinking options, including the opening of “SUMADORI-BAR SHIBUYA” where people
who “do not/cannot drink” alcohol can also enjoy themselves.
In the soft drinks business, from “WILKINSON,” we sought to create new value based onhealth consciousness by offering the “#sober” series, targeting the sober curious*2, for which
demand is increasing. In addition, for “Wakocha,” we have achieved an elegant aroma andtaste by using 100% Japanese-produced tea leaves to meet the growing relaxation needs ofconsumers.
In the food business, we worked to improve the brand power of the tablet-type
confectionery “MINTIA” through renewal of mainstay products and advertising and sales
promotion activities. In our mainstay brands such as the freeze-dried food “AMANO FOODS”
and the dietary supplement “Dear-Natura,” we responded to diversifying lifestyles bydeveloping products that meet the growing time-saving needs and rising health consciousness.
As a result of these efforts, revenue from this segment increased by 6.8% year-on-yearto ¥1,301,731 million due to increased revenue of each business, especially the alcohol
beverages business, which saw increased beer sales.
Core operating profit increased by 5.3% year-on-year to ¥108,913 million due to the effectof increased revenue and various cost efficiencies, despite the impact of increased expenses
related to raw materials and enhanced brand investment. (Operating profit stood at ¥96,417
million, representing a year-on-year decrease of 19.4%).
*1. RTD stands for “Ready To Drink,” which refers to a type of beverage sold in a prepared form and readyfor consumption, such as canned chuhai.
*2. Sober curious is a new lifestyle of choosing not to drink alcohol.

40

In Europe, we expanded and developed our global brands, while promoting thepremiumization of the brand portfolio in each country by strengthening our mainstay local
brands and expanding non-alcohol beer. In addition, we further reinforced the foundation forsustainable growth by stepping up our efforts to address environmental issues and to foster
the desired corporate culture.
In Europe region, and specifically in the Czech Republic, we promoted initiatives to reduce
environmental impact such as increasing the recycling rate for can containers and ending
production of PET bottle products, in addition to enhancing the brand appeal of “Pilsner Urquell,”which marked its 180th anniversary, through music and sporting events. In addition, we
promoted further premiumization by expanding and developing our global brands in eachcountry such as “Kozel” in Poland, Italy and Romania and “Peroni Nastro Azzurro” in the United
Kingdom and Romania. Furthermore, for non-alcohol beer, in the Czech Republic, we renewed“Birell” to have a richer taste and developed new flavors, while in Poland, we reinforced ourefforts to capture new drinking opportunities by actively promoting activities for “Lech Free”
and launching a non-alcohol beer from flavored beer brand “Hardmade.”
In the development of our global brands, we strengthened marketing of “Asahi Super Dry”
by entering into a partnership agreement with City Football Group and becoming the official
beer sponsor for Manchester City in the United Kingdom as well as City Football Group’s teams
in Japan, China and Australia. In addition, we promoted initiatives to increase brand awarenessof “Peroni Nastro Azzurro,” such as by selling the non-alcohol beer “Peroni Nastro Azzurro
0.0%” in more than 20 countries and by expanding advertising and holding experience eventswith the motor sports team Aston Martin Cognizant FORMULA ONE™ TEAM, with which wehave entered into a partnership agreement.
As a result of these efforts, revenue from this segment increased by 21.0% year-on-yearto ¥573,875 million, mainly due to the recovery in demand from restaurants in each country
in addition to increased sales of global brands and non-alcohol beer, as well as the impact ofprice revisions.
Core operating profit increased by 0.7% year-on-year to ¥76,005 million, mainly due to arecovery in demand from the restaurant sector, as well as the effect of higher revenue
associated with factors including the progress of premiumization of the brand portfolio, andthe impact of exchange rate fluctuations, despite the impact of increased costs such as raw
materials and utilities (Operating profit stood at ¥55,163 million, representing a year-on-yearincrease of 19.8%).
Excluding the effects of exchange rate fluctuations, revenue rose by 13.5% year-on-year
and core operating profit decreased by 6.3% year-on-year.

41

In Oceania, we worked to solidify our earnings foundation by promoting a multi-beverage
strategy that leverages the strengths of our alcohol beverages and soft drinks businesses,
while strengthening premiumization and creating integration synergies. In addition toincreasing investment in new growth categories in BAC*, such as non-alcohol beer, we also
accelerated new value propositions with an emphasis on sustainability as well as SCM reforms.
In the alcohol beverages business, we promoted aggressive marketing activities for ourmainstay brand “Great Northern,” including the development of outdoor events based onhealth demand, and we also entered into partnerships with various sporting events such as
the Australian Open tennis tournament to enhance the brand value. In addition, we launched
new low-alcohol products from “Asahi Super Dry” and “Peroni Nastro Azzurro,” andimplemented initiatives to meet diversifying drinking needs by strengthening sales promotion
activities for non-alcohol beer, mainly “Great Northern Zero,” and the hard seltzer product“Good Tides.”In the soft drinks business, we stepped up sales promotion activities, focusing on no-sugar
products of carbonated beverages and sports drinks, in response to growing healthconsciousness. Furthermore, we strengthened sales of soft drinks to restaurants by utilizing
the sales channels of the CUB business, and sold coffee beans from Allpress Espresso, acompany engaged in premium coffee bean roasting and sales business, which was acquired in
May 2021, to existing customers, and worked to create integration synergies through a multibeverage strategy.
In addition to the full-scale operation of the largest PET recycling facility in Australia, which
was constructed by a four-way joint venture including a competitor, we promoted theestablishment of a sustainable supply chain by facilitating the automation of inventory
management.
As a result of these efforts, revenue from this segment increased by 16.6% year-on-yearto ¥583,167 million due to sales expansion in main categories such as beer, carbonatedbeverages, and sports drinks, as well as foreign exchange fluctuations, despite the impact of
the COVID-19 pandemic.
Core operating profit increased by 29.0% year-on-year to ¥107,095 million due to cost
efficiencies mainly as a result of integration synergies and the effects of exchange rate
fluctuations, despite the impact of increased expenses related to raw materials. (Operating
profit stood at ¥80,177 million, representing a year-on-year increase of 28.2%).
Excluding the effects of exchange rate fluctuations, revenue rose by 5.6% year-on-year
and core operating profit increased by 16.7% year-on-year.
*

BAC stands for Beer Adjacent Categories. It refers to beer-adjacent categories such as low-alcohol
beverages, non-alcohol beer, and non-alcohol beverages for adults.

42

In Southeast Asia, we further improved our presence in countries where we had developed
our business, particularly in Malaysia, the Philippines, and Indonesia, by expanding brandinvestment mainly in our own brands. We also promoted sustainability initiatives such as
reducing CO2 emissions and contributing to local communities.
In Malaysia, from the “CALPIS” brand, we expanded the product lineup and strengthened
the brand power by launching “Calpis Chewy,” which has a satisfying taste and dietary fiber
content due to the inclusion of nata de coco, and “Calpis White Peach,” a limited-time-only
product. In addition, for “WONDA,” we worked to strengthen information dissemination usingsoccer events and engaged in aggressive sales promotion activities of instant coffee to meethome demand.
As a result of these efforts, revenue from this segment increased by 21.1% year-on-yearto ¥51,680 million due to strong sales of mainstay brands in Malaysia, in addition to the effectof new products in countries outside Malaysia, price revisions, and exchange rate fluctuations,despite the continued impact of COVID-19 in some countries.
Core operating profit increased by 39.9% year-on-year to ¥572 million due to thepromotion of efficiency improvements in overall fixed costs, despite the impact of increased
expenses related to raw materials and higher transportation costs. (Operating profit stood at¥633 million, representing an improvement of ¥1,119 million year-on-year).
Excluding the effects of exchange rate fluctuations, revenue rose by 6.8% year-on-year
and core operating profit increased by 27.6% year-on-year.

OthersIn the Others segment, revenue increased by 47.0% year-on-year to ¥8,764 million.
Core operating profit increased by 13.4% year-on-year to ¥1,407 million (Operating profit
stood at ¥1,257 million, representing a year-on-year decrease of 45.5%).

43

3Progress of Medium-Term Guidelines in the “Medium- to LongTerm Management Policy”
As for the “Key Performance Indicator Guidelines,” core operating profit (ona constant currency basis) for FY2022 was slightly below the guideline due tothe impact of raw material price hikes in each region, while EPS (adjusted) wasin line with the guidelines. Free cash flow (FCF) showed progress in line with theguidelines due to steady profit growth and cash generation from the sales of
non-operating assets, etc.
As for the “Financial Policy Guidelines,” mainly due to the FCF being in linewith the guidelines, Net Debt/EBITDA also showed progress in line with theguidelines. With EPS increasing, shareholder returns are expected to be at thesame level as guidelines, paying a dividend of ¥113 per share for this fiscal year,
an increase of ¥4 from the previous fiscal year.

■ Key Performance Indicator Guidelines
Guidelines for next 3 years out

2022 resultsCore Operating
Profit CAGR (Compound annual growth rate): highsingle digit*1

5.9%

EPS (adjusted*2)

 CAGR (Compound annual growth rate): highsingle digit

7.0%

FCF*3

 Annual average of ¥200.0 billion or higher¥201.1 billion*1. Constant Currency Basis*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 2022 results have been rounded to therepresentative unit.

■ Financial Policy Guidelines
Guidelines for 2022 onward

2022 results

Investment for
Growth andDebt Reduction

 Prioritize allocation of free cash flow to the
reduction of debt and work to enhance capacity
for growth investments
 Aim for Net Debt/EBITDA*1 of around 3 times in2024(after deducting 50% of outstanding
subordinated debt from net debt)

3.61 times

Shareholder Returns

 Stable dividend increases with the aim ofachieving a dividend payout ratio*2 of around35%(aiming for future dividend payout ratio of 40%)

34.6%

*1. Net Debt / EBITDA (EBITDA net debt equity ratio) = (interest-bearing debt - cash) / EBITDA*2. The dividend payout ratio is calculated by deducting one-time gains and losses (net of tax), such as
business portfolio restructuring and impairment losses, from net income attributable to owners of theparent company.

44

II Management Policy (Management Perspectives)
1

Group Philosophy
The Asahi Group, under the command of Asahi Group Holdings, Ltd., a pureholding company, conducts business mainly for alcohol beverages, soft drinks,
and food 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. In addition, we have set “Cheer the Future” as acorporate statement to complement the AGP to promote the integration ofsustainability and management.
By generating and implementing strategies based on the AGP, RHQ* andoperating companies of the Group work together to further improve corporate
value.
* RHQ: Regional Headquarters.

45

2

Medium- to Long-Term Management Policy
To implement the AGP, 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 ideal business portfolio, we strive to achievesustainable 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 longterm 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
centered on 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
sustainable growth Integrate sustainability into management in order to positively impact bothsociety and the Group’s businesses; contributing to solving social 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.

46

(2) Ideal Business Portfolio
The business portfolio strategy within our long-term strategies assesses the“risks and opportunities” we face as we respond to the changing conceptionsof people’s well-being. Under this strategy, we aim to realize growth in our
existing businesses, centered on beer, while leveraging the foundation of
those businesses to expand into adjacent categories and new businesses andservices.
In terms of our existing businesses, we focused resource allocation to thepremium category in each region. In addition, we strengthened sales
promotion activities centered on our top priority brands “Asahi Super Dry” and“Peroni Nastro Azzurro.” Accordingly, we steadily produced results, including
an 8% year-on-year increase in sales volume for our five global brands in total.
Meanwhile, for new areas, we strengthened our efforts to expand sales
volume in the non-alcohol category, mainly in Europe and Oceania. In Japan,
we worked to create new markets by strengthening investment in BAC*, suchas promoting our “smart drinking” concept, which offers a more diverse rangeof drinking options. In addition, we have established an investment
management company in San Francisco, U.S. in 2022, with which we aim to
explore new growth drivers through minority investments in andcollaborations with U.S.-based start-up companies with attractive brands thathave the potential to grow significantly in the future or technologies that willlead to new sales and manufacturing methods.
Going forward, by utilizing our long-cultivated capabilities and businessfoundation, centered on beer, and pursuing growth opportunities in BAC andnew product and service domains, we will build an optimal business portfolio.
* BAC stands for Beer Adjacent Categories. It refers to beer-adjacent categories such as
low-alcohol beverages, non-alcohol beer, and non-alcohol beverages for adults.

5 Global brands

BAC developed in each region47

(3) Core Strategies—Sustainability Strategies—
In order to achieve the “integration of sustainability and management,” wehave established “Sustainability Stories,” which explain why we are working
on sustainability as well as the ways and details of how we are doing so. Basedon this idea, the entire Group is working together to promote sustainability
and improve engagement with internal and external stakeholders.

Sustainability Stories
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.
In addition to establishing “key policies,” we have identified five “material
issues” and their “initiatives” as areas of social issues to be addressed as
management issues, and set “key initiatives” for allocating management
resources in particular. With regard to efforts for “key initiatives,” we haveincorporated group-wide goals for each theme into the goals and plans of each
RHQ, and are managing their progress.

Key Policies
Realize sustainable living for people in the entire value chain
Work to reduce risks and capture opportunities in the entire value chain
to create business and social impact with our products and services48

Material Issues, Key Initiatives and Other Initiatives

Respond to climate change

Create value of health

Implement energy-saving andenvironmental measures, andaim to reduce CO2 emissions tozero in our business activities

Contribute to people’s healthusing the technology andknowledge we have cultivatedso farSustainable packaging
Promote environmentally andsocially conscious containers andpackaging, and aim to contributeto reduction of environmental
impact and establishment of acircular economy

Realize sustainablecommunities through thecreation of people-to-people
connections

Connect people and aim torealize a vibrant community

Reduction in
inappropriate drinking

Sustainable agricultural
raw materials

Aim to realize a society in whichissues caused by alcohol are
reduced by preventing
inappropriate drinking and raising
responsible drinking awareness

Build a system to stably secure
agricultural materials without
depleting them, and pass on“gifts from nature” to the next
generation

Sustainable water
resources

Solution of alcohol-related
issues through creation of
new drinking opportunities

Pass on the “gifts from nature”
to the next generation by
reducing our water usage
amounts and identifying andeliminating water risks

Offer a variety of products anddrinking options, and aim torealize a society that embraces
diversity

Respect for human rights
Comply with our human rights principles, promote
reduction of human rights risks, and aim torealize a sustainable society: Material issues: Initiatives: Key initiatives (Initiatives to which management resources are particularly
allocated)49

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 “gifts from nature”
in our business activities.
The Asahi Group has set “Asahi Carbon Zero” as a goal, aiming to achieve zeroCO2 emissions by 2050. In order to achieve “Asahi Carbon Zero,” we plan tomake investments of over ¥50.0 billion by 2030 to reduce CO2 emissions, suchas by expanding the introduction of renewable energy.
In 2022, in Europe, we strengthened our initiatives to achieve carbon neutrality,
such as by launching initiatives for not only electricity but also for heat, andcommencing the utilization of “green heat,” which is generated from renewableenergy, in manufacturing processes.
Going forward, we will work on the active use of renewable energy throughout
the Group, conservation of energy by reviewing manufacturing processes, andestablishment of new technologies leading to decarbonization such as abiomethane fuel cell power generation system.

GlobalTargets

 Reduce CO2 emissions in Scope 1, 2, and 3 to zero and achieve carbon
neutrality by 2050
 Reduce CO2 emissions in Scope 1 and 2 by 70%, and in Scope 3 by 30%
by 2030 (compared with 2019 for both targets)

Concluded a green heat supply contract

Electric truck using green power

We concluded a heat supply contract withan energy supplier in Europe, and started
using green heat generated from renewableenergy.

We use electric trucks to deliver “Victoria
Bitter,” our major beer brand in Oceania.

50

Deepening Efforts for the Recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD)
The Asahi Group endorsed the TCFD recommendations with the recognition
that evaluating the business impact related to the risks and opportunities
associated with climate change and developing appropriate response measuresare essential in terms of realizing a sustainable society and ensuring business
continuity.
The Asahi Group mainly deals with alcohol beverages, soft drinks, and foodcategories. As for our scenario analysis, we started by analyzing the beer
category that has the greatest impact, and gradually expanded the scope of theanalysis while refining and deepening it. In 2021, the third year, we added thefood category to the scope of analysis in 2019 and 2020, and conducted analysis
in all categories for the first time. From 2022 onward, we will continue to refine
and deepen our analysis for all three categories.
Evaluation of Business Impact and Response Measures (Excerpt)
As a result of the scenario analysis in 2021, we recognized that the following
three points may have a particularly large impact: 1) soaring raw material prices
due to a decline in harvest of agricultural materials, 2) increased costs due to thecarbon tax introduction, and 3) increased costs related to water risks (floods,etc.). Therefore, we conducted an evaluation of business impact and derived
specific countermeasures for each.
1) Soaring raw material
prices due to a decline in
harvest of agricultural
materials

2) Increased costs
due to carbon tax
introduction◆Scope 1 and 2

Coffee-related¥2.66 billion

Corn¥1.97 billion

Barley¥0.40 billion(as of 2050, 4°C Scenario)

Response Measures• Directly procure barley fromfarmers• Promote the “FOR HOPS”
project to support hop
farmers• Share information with raw
material suppliers• Deal with agricultural productoperators that have acquired
third-party certification¥8.02 billion in 2030
¥12.23 billion in 2050
◆Scope 3(containers/packaging)3) Increased costs
related to water
risks (floods, etc.)◆Operational impact on
production bases
Damage to fixed assets
and inventories¥1.73 billion¥32.25 billion in 2030
¥62.01 billion in 2050

Opportunity loss due tosuspension ofoperations¥6.72 billion

Response Measures

Response Measures• Utilize green heat
• Demonstration testingof biomethane fuel cell
power generation
system• Expand the introductionof renewable energy
through a powerpurchase agreement(PPA)• Use electric trucks todeliver products• Take countermeasuresfor heavy rain andequipment to address
operational risks at
production bases• Reduce water usage
amounts, assess andeliminate water risks• Implement water risk
surveys for suppliers

The details are posted on the following Company website:
WEB Asahi Group TCFD Reporthttps://www.asahigroup-holdings.com/en/ir/pdf/annual/2021_tcfd.pdf

51

Sustainable packaging

Containers and packaging are necessary to ensure quality maintenance andtransportation strength in providing products, and to function as a means ofcommunication through design and labeling. In addition, they are required tohave ease of use at the stage of use and sustainability of raw material resources.
On the other hand, marine pollution and the effects on the ecosystem due toinappropriately disposed plastic containers and packaging are urgent social issues.
The Asahi Group considers reduction of the environmental impact of containers
and packaging to be an important issue to be addressed, and has set a global
goal of “3R + Innovation.” In addition to reducing the plastic usage, promoting
the use of recycled materials, and expanding the use of unlabeled PET bottles,
we are promoting the use of eco-friendly materials, such as recycled materials
and biomass materials. In this manner, we are working to reduce environmental
impact. We are also working on collaboration with industry groups for eachcontainer and packaging material, and on joint technology development with
suppliers.
In 2022, in Oceania, we actively addressed issues related to plastic containers
and packaging across industries, such as by starting full-scale operation of a PET
recycling facility constructed by a four-way joint venture including a competitor.
Going forward, we will continue to promote various initiatives to achieve ourgoals and aim to realize “sustainable packaging.”

GlobalTargets

 Realize 100% utilization of materials for plastic containers that can beused effectively*1 by 2025
 Achieve a 100% conversion to eco-friendly materials*2 for PET bottle by2030
 Examine the development of eco-friendly materials and sales methods
that do not make use of plastic containers and packaging*1: Reusable, recyclable, compostable, thermal recyclable, etc.
*2: Recycled materials, biomass materials, etc.

Expansion of rollout of
unlabeled PET bottles

Operation of PET recycling facility

We are promoting expansion of recycled PET
across industries in Oceania.

In Japan, by eliminating labels, we have
reduced the amount of plastic, achieving
reduction of environmental impact. We
plan to expand our product lineup andsales channels.

52

Realize sustainable communities
through the creation of people-to-people connections
Due to economic development and changes in society, connections based oncommunities and a shared sense of values have tended to weaken. In thesecircumstances, the global impact of COVID-19 has highlighted the importance ofconnections between people.
The Asahi Group has been supported by local communities over its long history.
Based on the belief that it is important to reevaluate and once again promotevarious kinds of connections, we established “RE:CONNECTION” as the slogan of
our activities on the material issue of “Communities.” In 2022, we positioned
initiatives for the “sustainable agricultural industry” as a priority activity toconnect the agricultural industry, which is important for the business activities of
the Asahi Group and has a significant impact on the community, to the future.
We have also been promoting community activities by creating a strategy basedon “community support activities” in which employees participate in resolving
local social issues.
In addition, we implemented “RE:CONNECTION for the EARTH” with the aim ofregional environment preservation as a “community support activity” for Asahi
Group employees around the world. In conjunction with World Environment Day
on June 5, Asahi Group employees globally and collectively participated inregional environmental activities.
Through the resources and technologies of the Group, the Asahi Group willcontinue to reevaluate and further promote connections between people, people
and communities, and communities and other communities, contributing to therealization of sustainable communities.

GlobalTargets[Key activities] Sustainable agricultural industry
 Improve well-being of agricultural producers through connections (cocreation) with stakeholders[Basic activities] Community support activities
 Encourage employees to participate in resolving local social issues (food,regional environment, disaster relief) and strengthen connections withthe community

Employees engaged in “community support activities” around the world

Asahi Group employees globally and collectively participated in regional
environmental activities in conjunction with World Environment Day.

53

Reduction in inappropriate drinking/Solution of alcohol-related issues through creation of
new drinking opportunities
Alcohol beverages can bring joy and richness to our daily lives, while
inappropriate drinking can cause a variety of problems for individuals, families,
and society.
In line with the “Asahi Group Responsible Drinking Principles,” the Asahi Groupis globally working on activities to prevent inappropriate drinking and on raising
responsible drinking awareness, aiming to realize a society in which issues causedby alcohol are reduced. In addition, we aim to realize a society that embraces
diversity by offering a variety of products and drinking options. At the same time,
we have adopted targets for the sales composition ratio of non-alcohol and lowalcohol beverages,* and are promoting initiatives aimed at achieving our
Principles.
In 2022, we launched “Asahi Super Dry 3.5%” in Oceania. The market is
growing in Oceania for beverages with an alcohol content of about 3.5%, which
are called “mid-strength” beverages. This product was developed in anticipationof capturing new demand while maintaining the features of “Asahi Super Dry,”
which has an alcohol content of 5%. In addition, we have been offering new
drinking options in each region, such as the launch of the non-alcohol beer
“Peroni Nastro Azzurro 0.0%.”
As a corporate group that handles alcohol beverages globally, we will continue
to promote initiatives for responsible drinking and contribute to the developmentof alcohol beverage culture. At the same time, we will mobilize the knowledge
and technology of the Asahi Group to develop new innovative products and create
new drinking opportunities.
* Alcohol content of 3.5% or less■ Target for “solution of alcohol-related issues through creation of new
drinking opportunities”
GlobalTargets

 Achieve a 15%-or-more sales composition ratio of non-alcohol and lowalcohol beverages in main alcohol beverage products by 2025

Non-alcohol and low-alcohol
beverages

We are actively developing non-alcoholand low-alcohol beverages in eachregion and offering new options.

“SUMADORI-BAR SHIBUYA”

We are developing products with 0%, 0.5%,
and 3% alcohol content, and offering “a diverse
range of drinking options” that can be enjoyedby those who “do not/cannot drink” alcohol.

54

Respect for human rights

The COVID-19 pandemic and climate change have worsened the negative
impact on human rights of people in vulnerable positions, and corporate efforts
to respect human rights are attracting more attention.
The Asahi Group recognizes its responsibility to respect the human rights ofpeople affected by its business activities. In the Asahi Group Human Rights
Principles, we stipulate that in conducting business, we will respect the humanrights and diversity of individuals and will not engage in discrimination or actsthat infringe on the dignity of individuals, nor will we engage in forced labor orchild labor. Based on these principles, we are working on establishing humanrights due diligence, thoroughly educating employees and business partners on
respect for human rights, and building a system of redress for victims of humanrights violations.
Most recently, as an initiative in the supply chain, based on the results of the“analysis of modern slavery risks” for key raw materials, we conducted humanrights due diligence on coffee farms in Ethiopia and Tanzania, where the severity
and level of impact are particularly high. After confirming major procurement
channels with the cooperation of importers and other trading companies, weoutsourced desk research to a research organization and conducted interviews
with the relevant stakeholders to identify potential human rights risks. Goingforward, we will work with our stakeholders to consider specific initiatives toreduce human rights risks, and work to prevent and mitigate negative impacts.
With respect for human rights as the foundation for all our business activities,
we will promote initiatives to prevent human rights violations against people
affected by our business activities.
Asahi Group Human Rights Principles
The Asahi Group Human Rights Principles are a foundational element of all our business
operations. These principles are based on the Asahi Group Philosophy, the Asahi Group
Code of Conduct and the Asahi Group Sustainability Principles, and govern all other humanrights-related policies within Asahi Group.
These principles apply to all officers and employees of each Asahi Group company. We also
expect our business partners, including our suppliers, to understand and uphold theseprinciples and to work with us to ensure that our business complies with these principles.
The Board of Directors of Asahi Group Holdings, Ltd. is responsible for ensuring adherence
to our human rights commitments and has responsibility for overseeing theimplementation of these commitments.
Structure of Our Human Rights Principles
Commitment to Respect
Human Rights

Commitment to Human
Rights Due Diligence

Human Rights Issues
Relevant to our Business

Grievance Mechanisms

Awareness Raising andTraining

Monitoring and Reporting

The details are posted on the following Company website:
WEB Asahi Group Human Rights Principles
https://www.asahigroup-holdings.com/en/company/policy/humanrights_principles.html

55

(4) Core Strategies—DX Strategy—
We recognize that our DX is not merely
digitalization, but management reform forsurvival. Considering that DX = BX, we arepromoting innovation across the three key
areas of “business models,” “processes,” and“organization.”
1) Business Innovation
Our vision is to “create a society where each person’s well-being andsustainability can be ensured,” and we plan to create new business models
in each region that can support the growth areas of our business portfolio.
1. Personalization
 Understanding new consumer data as well as
Direction diversified and subdivided customer needs,
and developing new business models usingof
new materials and manufacturing methods
initiatives
2. Sustainability Communities and problem solving for
inappropriate drinking

2) Process Innovation
Our vision is to “create a system that maximizes glocal values, andrealizes both productivity and flexibility,” and by building a glocal
foundation and a flexible system foundation, we plan to dramatically improve
productivity and achieve our environmental impact targets.
1. Glocal foundation that improves
productivity
 Global procurement platform
Direction  Global data management
 Prediction and visualization of environmentalof
initiatives impact
2. Flexible system foundation
 Establishment of EA*1 supporting new businessmodels3) Organization Innovation
Our vision is to “create a next-generation autonomous decentralizedorganization that realizes business innovation,” and we plan to recruitand train human resources and strengthen our organizational functions inorder to realize business and process innovation.
1. Transforming into a “digital native
organization”
 Data-driven*2 judgment and decision-making
Direction 2. Strengthening incubation*3 functions
 Building an organizational foundation for newofinitiatives business creation
3. Incorporation of agile*4 work styles
4. Human resource recruitment and external
collaboration to realize the above goals*1. A method for optimizing operations and systems by modeling a company’s entire system with aunified method.
*2. Comprehensively analyzing obtained data and using it for future prediction, decision-making,planning, etc.
*3. Services and activities that support entrepreneurship and business creation.
*4. A method devised in software development that emphasizes faster development.

56

(5) Core Strategies—R&D Strategy—
In our R&D strategy, we anticipate changes in the social and competitiveenvironment over the medium to long term. Based on the future scenarios
derived by a backcasting approach that took into account megatrends as wellas the technologies, insight, and know-how that we have thus far cultivatedthrough our research, we have positioned the following four areas as key R&D
domains. In these key domains, we are pursuing product and technologicaldevelopment with a view to creating new value and reducing risks. In addition,
we are actively working to create new value by fostering technologicalsynergies between our bases, including our overseas bases, and by using open
innovation with different fields.

Alcohol

Health &Wellness

Sustainability

New Businesses

Creating newvalue to cater tochanging
consumer values

Delivering good
physical andmental health toconsumers

Mitigating
environmental andclimate change risks
to help enhancesustainability

Developing
extraordinary “seeds”
that can grow into
new businesses

1) Alcohol
In response to diversifying
consumer needs and in order topromote “smart drinking,” we areleveraging the technologies andinsight we have gained in terms ofalcohol beverages and soft drinks
tostrengthen
R&D
activities
focusedon
product
andtechnological development. By
doing so, we aim to create value
from alcohol alternatives, promote We are promoting R&D activities to “create
research on new value creation and new value” in response to changing consumer
establish a dominant position in values.
BAC.
Going forward, in addition to establishing our market position andenhancing our presence, we aim to contribute to the sustainable growth of
the alcohol-related business.
By eliminating the barriers between consumers who drink alcohol and those
who do not, and deepening connections between people, we will work to
respond to the new and changing environment surrounding alcohol.

572) Health & Wellness
We support people’s health byproviding a broad range of solutions
to meet the growing consumer needs
related to physical and mental
health.
Using R&D capabilities for lactic
acid bacteria that we have pursued
for many years, we will strengthen
our research on health functions,primarily in terms of lactic acidbacteria that offers unique benefits, We are strengthening research on healthwhich in turn will lead to new value functions, primarily in terms of lactic acidbacteria that offers unique benefits.
propositions.
In addition, by promoting the development of sugar-reducing technologies
for fruit juice and the development of new forms of services, we aim tostrengthen new value proposals that encourage consumers to change their
behavior in a way that improves both their physical and mental health.
3) Sustainability
We aim to realize the practical application of world-leading technologies inenvironmental and energy fields and for the use of by-products. At the sametime, we are striving to minimize the impact of rising raw material costs
stemming from climate change. In these ways, we are enhancing theeffectiveness of our sustainability strategy.
In environmental and energy fields, we are currently conducting verification
tests within our value chain for fuel power generation systems and CO2
separation and capture devices that utilize biomethane gas obtained from thewastewater treatment process. These tests aim to realize the practicalapplication of these systems and devices as quickly as possible. We are also
the first company in the food industry to engage in a verification test formethanation,* which aims to effectively utilize captured CO2. For the future,
we have set our sights on realizing a carbon recycle in which CO2 generated
at Group factories is used as fuel and raw materials and are accelerating R&D
accordingly.
For the use of by-products, we are promoting the effective use of resources
and working to reduce waste emissions for the waste and by-products
generated during the manufacturing process. At the same time, we arepromoting such efforts as by-product upcycling, including in collaboration withexternal institutions, as we aim to increase our resource utilization rate.
*

Methanation: Technology to synthesize methane, the main component of natural gas,from hydrogen and CO2.

A fuel cell power generation systemusing biomethane gas generated frombrewery wastewater

A methanation device aimed at effective
use of CO2

584) New Businesses
To realize the business portfolio
we aim for over the medium to longterm, we are not only integrating
existing and new technologies both
inside and outside the Group, we arealso
actively
examiningtheincorporation of new technologies
and business models as we work todevelop extraordinary “seeds” thatcan grow into new businesses. We
are reinforcing “seeds” development
initiatives, leveraging the strengthsof our long-cultivated technologicalinsight and business foundation.
We are promoting efforts to expand
Movingforward,amid
business domains and create new
expectations of further changes inbusinesses by the use of by-products.
the
Asahi
Group’s
external
environment, we will accelerate the sourcing of new technologies by actively
pursuing collaborations with prominent partners. This effort will be essential
to acquiring the innovative external technologies needed to cultivate new
businesses and to enhance efforts in new domains that we have never
explored before.

59(6) Enhancement of Human Capital
In order to strengthen our strategic foundation, we will coordinate the three
initiatives of “fostering the ideal corporate culture,” “continuing the nurturingof managers,” and “securing essential capabilities*.” At the same time, we
aim to realize the “enhancement of human capital,” which is the source of ourcompetitive advantage.
*

Organizational capabilities necessary to realize our strategy.

1) Fostering the ideal corporate culture
It is vital to have various experiences and ideas that differ from thoseprevious to resolve the various ever more complex and diversifying issues
surrounding the Asahi Group. Based on these circumstances and other factors,
we are working to embody the fostering of a culture of “learning, growing,
achieving TOGETHER” based on the “People Statement” we formulated in
2021.

The details are posted on the following Company website:
WEB People Statement
https://www.asahigroup-holdings.com/en/company/policy/key_hr_principles.html

In addition, it is our goal that each and every employee will recognize theirdifferences and value different opinions and ideas, while learning from thesedifferences to evolve into an even stronger, more innovative organization
where diversity and multiculturalism coexist. To this end, we have formulated
a “Diversity, Equity & Inclusion (DE&I) Statement” with a core message of“shine AS YOU ARE,” and we are working to spread it among our employees
around the world.

60

In addition, in January 2022, as a structure for promoting DE&I initiatives
globally, we established the “Global DE&I Council,” which is made up of
employees with diverse backgrounds based on the recommendation of the
CEO of each RHQ. In this manner, we are accelerating our efforts to foster theideal corporate culture.

2) Continuing the nurturing of managers
While the speed of changes to the surrounding business environment is
expected to increase further, we must stably enhance management skills bystrengthening a framework that can continue to nurture management
personnel in order to increase medium- to long-term corporate value.
Based on future changes to the business environment as well as the
Medium- to Long-Term Management Policy, we are working to define
management’s new image and review selection criteria, such as the Board of
Directors Skill Matrix and skill set of the CEO, while verifying and identifying
positions that are significant for Group management.
Our policy is to formulate a pipeline of leader human resources that haseven more layers than before by evaluating and analyzing the abilities andskills of employees, including at each RHQ, visualizing talented humanresources throughout the Group, and selecting the optimal human resourcesby finding the right job for the right person and promoting human resource
development.
Additionally, in terms of human resource development, we arestrengthening our system that is capable of acquiring stable personnel overthe medium to long term by further expanding human resource development
programs on both a group-wide and regional scale.
3) Securing essential capabilities
In order to realize the enhancement of human capital, it is essential toclarify the gap between our current capabilities and the essential capabilities,
and acquire them. We have sorted out the essential capabilities from theperspective of strengthening our business portfolio strategy, core strategy,
and our strategic foundation in the “Medium- to Long-Term Management
Policy.” Then we are promoting the use of Group human resources with theright person in the right job and training within the Group, and the acquisitionof human resources with high expertise using external resources.
In addition, we are working to strengthen the human resource pipeline
based on growth strategies, such as the expansion of human resource
development programs, proactive assignments through an open job posting
system throughout the Group, and sharing of best practices with each RHQ.

61

(7) Medium-Term Guidelines
Medium-Term Guidelines of the Medium- to Long-Term Management Policy
are as follows:■ Key Performance Indicator Guidelines
Guidelines for next 3 years out
Core Operating
Profit CAGR (Compound annual growth rate): high single digit*1

EPS (adjusted*2)

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

FCF*3

 Annual average of ¥200.0 billion or higher*1. Constant Currency Basis*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)■ Financial Policy Guidelines
Guidelines for 2022 onward
Investment for
Growth andDebt Reduction

 Prioritize allocation of free cash flow to the reduction of debt
and work to enhance capacity for growth investments
 Aim for Net Debt/EBITDA*1 of around 3 times in 2024
(after deducting 50% of outstanding subordinated debt fromnet debt)

Shareholder Returns

 Stable dividend increases with the aim of achieving a dividend
payout ratio*2 of around 35%(aiming for dividend payout ratio of 40% by 2025)*1. Net Debt / EBITDA (EBITDA net debt equity ratio) = (interest-bearing debt - cash) / EBITDA*2. The dividend payout ratio is calculated by deducting one-time gains and losses (net of tax), such as
business portfolio restructuring and impairment losses, from net income attributable to owners of theparent company.

62

3

Policy for 100th term (FY2023)
In the fiscal year 2023, it is expected that the severe business environment
will continue due to soaring raw material and energy prices, the impact ofinflation, and other factors. However, based on the “Medium- to Long-Term
Management Policy,” we aim to achieve sustainable growth and enhance
corporate value by such means as sustainable growth of existing businesses andexpansion of new growth areas, as well as further strengthening our core
strategies, centered on the integration of sustainability and management.
In Japan, we will promote a growth strategy centered on improving the valueof our mainstay brands with “strengths” of the alcohol beverages, soft drinks,
and food businesses, and work to strengthen new value propositions that capturechanges in the environment. In addition to strengthening the earnings
foundation of each business, we will build a foundation for sustainable growth bycreating synergies across Japan that transcend business boundaries and bybolstering sustainability initiatives.
In Europe, we will demonstrate our competitive advantages in our brandportfolio at a local level, and strengthen our premiumization strategy while
speeding up our expansion and development of global brands such as “Asahi
Super Dry” and “Peroni Nastro Azzurro.” In addition, we will strengthen our
foundation for sustainable growth through further entrenching initiatives for our
key sustainability themes, such as the environment and communities.
In Oceania, in addition to strengthening our premiumization strategy in thealcohol beverages and soft drinks businesses, we will further strengthen ourearnings foundation by promoting a multi-beverage strategy that combines thestrengths of each business and creating integration synergies. Furthermore, wewill promote initiatives that emphasize sustainability, such as proposing new
products and services with awareness of health and wellness.
In Southeast Asia, we will work to restructure our business portfolio in eachcountry in which we have developed our business, particularly in Malaysia, byaccelerating the selection and concentration of mainstay brands andstrengthening relationships with each sales channel. We will also promote theestablishment of a foundation for sustainable growth through efforts to addresssocial issues such as the environment and poverty, as well as the strengtheningof human resource development.
With these efforts, the Group projects revenue to be ¥2,690,000 million,
core operating profit to be ¥245,000 million, operating profit to be ¥227,000
million, and profit attributable to owners of parent to be ¥157,500 million(adjusted profit attributable to owners of parent to be ¥157,500 million), for
FY2023.
The Asahi Group cordially requests shareholders’ continuing encouragement
and support.

63

III Corporate Governance1

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 (AGP)” into practice.
The Company has been proactive in its efforts to strengthen Groupmanagement in response to globalization, build solid relationships of trust withsociety 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.
2

Characteristics of the Company’s Corporate GovernanceTo realize sustainable growth and enhance corporate value over the medium
to long term, the Company is working to enhance the effectiveness of the Boardof Directors in a sustainable manner. To that end, through the following initiatives
the Company has established a framework for ensuring that the Board of
Directors can engage in appropriate decision-making and monitor the managerial
ranks in a highly effective manner.
Based on our fiduciary duty and responsibility for accountability towardshareholders, we have established an Audit & Supervisory Board comprisingStanding Audit & Supervisory Board Members and a majority of Independent
Outside Audit & Supervisory Board Members. All members are provided with ahigh degree of independence and autonomy. These provisions allow Audit &Supervisory Board Members and the Audit & Supervisory Board to fulfill theirroles and duties by auditing the operational execution of Directors, the CEO, andother members of management from an objective and independent standpoint.
Structure of the Board of Directors
To ensure balance and diversity in terms of the knowledge, experience, andability of the entire Board of Directors deemed necessary for the Company torealize sustainable growth and increase corporate value over the medium tolong term, the Company has formulated the “Board of Directors Skill Matrix,”
which clarifies the personal requirements of officers based on the AGP andmanagement strategies. In accordance with the “Board of Directors Skill
Matrix,” the Board consists of persons who have a wealth of experience,excellent insight, and high-level expertise and ability required by the Company.
Evaluation of effectiveness
Every year, the Company evaluates the effectiveness of the Board of
Directors, Nomination Committee, Compensation Committee, and Audit &Supervisory Board with the help of a third party. Through such evaluations,these bodies recognize points to improve on and incorporate efforts to do soin their activity plans for the following year, thereby working to enhance theireffectiveness.
Nomination Committee and Compensation Committee
To ensure transparency and fairness, agenda items related to officer
appointments and remuneration are deliberated on by the Nomination
Committee and Compensation Committee, which consist of a majority of
Independent Outside Directors, before they are presented to the Board of
Directors.

64

Structure of the Audit & Supervisory Board
To ensure balance and diversity in terms of the knowledge, experience, andability deemed necessary for the Company to realize sustainable growth andincrease corporate value over the medium to long term, the Audit &Supervisory Board consists of persons who appropriately fulfill the Company’s
requirements for officers based on the AGP, the Asahi Group Code of Conduct,
and management strategies.

3

Corporate Governance System(1) Roles and functions of the Board of Directors
The primary role of the Board of Directors is to contribute to sustainablegrowth and increases in corporate value over the medium to long term basedon its fiduciary duty and responsibility for accountability toward shareholders.
Recognizing that corporate value not only reflects financial value but also
represents the sum of the social value that is closely related to corporate
value, the Board of Directors actively cooperates with various stakeholders
as it exercises the AGP and implements the Medium- to Long-Term
Management Policy.
In order to fulfill the aforementioned role, the Board of Directors engages
in the following activities.
Discussions on management’s approach to the ultra-long term
We aim to enhance foresight into medium- and long-term changes in thebusiness environment and strengthen proactive and determined management
by promoting discussions on long-term megatrends with a view to the ultralong term.

65

Determination of Medium- to Long-Term Management Policy and apolicy on business portfolio
We strive to strengthen proactive and determined management by
establishing important corporate strategies such as the “Medium- to LongTerm Management Policy” and a basic policy on business portfolio, andrevising them when necessary.
Sophistication of decision-making processes through the separationof executive and supervisory functions
In order to appropriately supervise the operational execution of Directors,
the CEO, and other members of management, a non-executive internal
director has been appointed to the position of Chairman of the Board of
Directors to distinguish their role from that of the CEO and thereby contributeto the separation of management and business execution functions. This
arrangement has clarified executional responsibilities, expedited decisionmaking by concentrating authority on the CEO, strengthened the monitoring
functions of the Board of Directors, and improved decision-making processes.
Deliberations on officer appointments and remuneration
We strive to enhance effectiveness of the Board of Directors by deliberating
and deciding on matters regarding the succession of the Board of Directors
and the appointment of officers as well as officers’ remuneration plans, andestablishing criteria for individual officer remuneration.
Ensuring transparency, fairness, and appropriateness of officer
appointments and remuneration through the Nomination Committee
and Compensation Committee
In order to ensure the transparency, fairness, and appropriateness of officer
appointments and remuneration, the Nomination Committee and theCompensation Committee have been established as advisory bodies to theBoard of Directors, and proposals concerning officer appointments andremuneration are consulted and reported on before submitting them to theBoard of Directors. In addition, the Compensation Committee is entrustedwith the responsibility for determining individual officer remuneration, in
accordance with the standards set by the Board of Directors.
Risk governance
The management, including the CEO, provides appropriate support for risktaking by establishing the internal control system and risk management
systems, such as the enterprise risk management (ERM) system, in order toreduce risk and control overall risk, and determining risk appetite.
Contingency measures of the Board of Directors
The Board of Directors clarifies the contingencies to be addressed by the
Board of Directors, defines the roles of Outside Directors, and establishes
procedures for addressing such contingencies, including cooperation with the
Audit & Supervisory Board. In addition, the Board of Directors will carry out
the appropriate crisis management measures, such as the monitoring of
responses to emergencies by the Directors in charge of business execution.

66

(2) Audit & Supervisory Board
Based on our fiduciary duty and responsibility for accountability towardshareholders, we have established an Audit & Supervisory Board comprisingStanding Audit & Supervisory Board Members and a majority of Independent
Outside Audit & Supervisory Board Members. All members are provided witha high degree of independence and autonomy. These provisions allow Audit& Supervisory Board Members and the Audit & Supervisory Board to fulfill
their roles and duties by auditing the operational execution of Directors, theCEO, and other members of management from an objective and independent
standpoint.
It is important to ensure an effective balance in the entire Audit &Supervisory Board in terms of the knowledge, experience, ability, anddiversity required to achieve sustainable growth and increases in corporate
value over the medium to long term. In addition, the Audit & Supervisory
Board should be composed of suitable individuals who reflect the conditions
derived from the AGP, the Asahi Group Code of Conduct, and management
strategies. Moreover, the Audit & Supervisory Board should include at least
1 Audit & Supervisory Board Member with appropriate knowledge of financeand accounting, along with at least one member with appropriate knowledgeof legal affairs. The Company shall appoint as Audit & Supervisory Board
Members those who have appropriate experience and skills, and extensive
knowledge of finance and accounting or legal affairs, and in particular shallappoint 1 or more persons who have considerable expertise related to financeand accounting.
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 appoint
for those positions, corporate accounting experts, attorneys at law andpersons with experience in corporate management who possess a wealth ofexperience and broad insight in their relevant fields.
By combining the information held by the Standing Audit & Supervisory
Board Members and the high level of expertise of the Outside Audit &Supervisory Board Members, the Company’s system enables Audit &Supervisory Board Members to exercise their authority freely and decisively,
making appropriate judgments and taking action from an independent andobjective standpoint.

67

(3) Nomination Committee and Compensation Committee
1) Nomination Committee
Nomination Committee provides reports on its findings and views about
personnel affairs of officers in response to the inquiries referred from theBoard of Directors. The Committee consists of 3 Outside Directors and 2
Internal Directors, and an Outside Director is co-operatively appointed as its
chairperson.
5 members (of whom 3 are Outside Directors)
Chairperson Kenichiro Sasae (Outside Director)
OutsideMemberChristina L. Ahmadjian (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberAkiyoshi Koji (Chairman and Director, Chairman of the Board of
Directors)

MemberAtsushi Katsuki (President and CEO, Representative Director)

OutsideOutsideInternal

Internal

Activities in FY2022
The Nomination Committee convened a total of 9 times in FY2022.
 Deliberation and reporting regarding nomination of Director and Audit &Supervisory Board Member candidates
 Deliberation and reporting regarding appointment of the Representative
Director, Chairman of the Board, President, CEO, and chief officers (CXO) Discussions were held and decisions were made on matters regarding theappointment of Nomination Committee members after reappointment,
and the results thereof were reported to the Board of Directors
 Report on the committee activity plan for FY2022 to the Board of Directors
 Discussion of succession planning
 Discussion on cultivation and acquisition of human resources, and theassessment system
 Discussion on the review of the Board of Directors Skill Matrix

68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 3 Outside Directors and 2 Internal Directors, and an
Outside Director is co-operatively appointed as its chairperson.
5 members (of whom 3 are Outside Directors)
Chairperson Christina L. Ahmadjian (Outside Director)
OutsideMemberKenichiro Sasae (Outside Director)

MemberTetsuji Ohashi (Outside Director)

MemberKeizo Tanimura (Director and Executive Officer, CHRO)

MemberKaoru Sakita (Director and Executive Officer, CFO)

OutsideOutsideInternal

Internal

Activities in FY2022
The Compensation Committee convened a total of 9 times in FY2022.
 Discussion and decision regarding individual evaluations tied to annual
bonus amounts
 Discussion, decision, and reporting to Board of Directors of officer
bonuses (annual and medium term) and allocation of points for stockcompensation
 Discussion, decision, and reporting to Board of Directors of theappointment of members of Compensation Committee after
reappointment
 Report on the committee activity plan for FY2022 to the Board of Directors
 Discussion on the social value indicators in the medium-term bonus
 Discussion on the evaluation system of executive directors
 Discussion regarding officer remuneration for FY2023 and beyond69

4 Nomination and Appointment of Officers■Nomination and appointment system of Directors(1) Board of Directors Skill Matrix
The “Board of Directors Skill Matrix” 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 Board of
Directors Skill Matrix, 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 insight, high-level
expertise and ability required by the Company. The content of the Board of
Directors Skill Matrix is described in the Reference Materials for General
Meeting of Shareholders “Item 2: Appointment of eight (8) Directors.”(2) 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.

70

(3) Skill set of CEO
The Company has formulated the “Skill set of CEO,” in order to enhance
the sustainability of management and proceed the succession planning ofCEO 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 skill set of CEO is 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.
■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

Capabilities
Insight, ability,
expertise required toaccomplish duties• Foresight,

decisiveness,competency• Organizational
leadership• Learning skills

Performance record
Necessary experienceand successes• Experience as a top

management ofoperating company or
RHQ*• Experience ininternational
operations• Experience inaddressing
discontinuous growthLong-term
strategy

GlobalSustainability

Discontinuous
growthSeniorleadership

Finance

Risk &
GovernanceHuman
resources &Culture* RHQ: Regional Headquarters(4) Appointment, dismissal, and evaluation of the CEO andexecutive directors
1) Appointment and dismissal of the CEO
In order to realize effective corporate governance, the Board of Directors
appoints as CEO individuals who will contribute to the sustainable growth of
the Company and help increase its corporate value over the medium tolong term.

71

The appointment or dismissal of the CEO is based on the following
guidelines. Such appointment and/or dismissal is deliberated on by the
Nomination Committee and determined by the Board of Directors.


Based on the skill set of the CEO, individuals who possess a wealth ofexperience, excellent insights, and a high level of expertise suitable for
the CEO of the Company shall be nominated.

A candidate shall be appointed as CEO after being deliberated on
beforehand by the Nomination Committee and judged to be appropriate.
 In the event that there is a possibility that the CEO has met the criteria
for dismissal, the Nomination Committee shall hold deliberations, andafter the results of said deliberations are verified by the Board of
Directors, the relevant individual shall not be nominated as a candidate
for Director, and they shall also be dismissed from the position of CEO.
2) Appointment of executive directors
Executive directors are appointed through the following framework, in
accordance with the Board of Directors Skill Matrix, to facilitate sustainablegrowth and increase corporate value over the medium to long term.
 Each fiscal year, a request is submitted to the Nomination Committeeby the Board of Directors to formulate proposals for nominating
executive director candidates for the following fiscal year from among
the executive team.
 The Nomination Committee discusses the appropriateness of all
possible candidates. As for candidates to be reappointed, evaluations
are shared with the Compensation Committee.
 The candidate proposals formulated by the Nomination Committee aresubmitted to the Board of Directors.
3) Evaluations of the CEO and executive directors
The CEO and executive directors are evaluated through the following
framework to facilitate sustainable growth and increases in corporate value
over the medium to long term.
 Each fiscal year, Directors formulate annual activity plans based on “theMedium- to Long-Term Management Policy” and annual management
plans, which are then finalized through discussions with the CEO.
 After the conclusion of each fiscal year, Directors submit selfevaluations of their activities to the CEO and then discuss theseevaluations. The CEO prepares evaluation proposals for each Director.
 The CEO submits the evaluation proposals for all executive directors,
including themselves, to the Compensation Committee.
 The Compensation Committee discusses the impartiality andappropriateness of the evaluation proposals and then decides theevaluations and compensation payments for the CEO and each Director.
Total compensation amounts are decided within the scope delegated by
the Board of Directors.


72

5

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 ESG-oriented management
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 around
65%, and the percentage of stock compensation, which is remuneration thatshares benefits and risks with the shareholders, will be around 15%. With
respect to the other Internal Directors, the percentage of variable
remuneration is around 50%, 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
73

companies by market capitalization) as the main group of benchmark
companies.
4) Basic remuneration (fixed remuneration)
The basic remuneration paid in a fixed monthly amount is determined byadding the actual expenses paid by the Directors, such as health checkup
expenses to the fixed amount based on their positions and roles.
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
Annual bonus

Medium-term bonus

Stock compensation

Objective

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

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

Evaluation method
Malus and clawback(repayment of
remuneration)
provision

As stated in (i) below As stated in (ii) below

No

Yes

No

Yes

(i) Evaluation method of annual bonus
Performance Coefficient and KPI for Annual Bonus and Individual
Evaluation Coefficient
Individual payment amount= Role-specific basic remuneration × Performance coefficient(Payment ratio for core operating profit × 50% + Payment ratio
for profit attributable to owners of parent × 50%) × Individual
evaluation coefficient** The individual evaluation coefficient comprehensively evaluates each individual’s contributions
to enhancing the effectiveness of the Board of Directors as a Director as well as their businessexecution performance as an executive director. Set at 100% when targets are met, fluctuates
within a range from 70% to 130%74

Notes: 1. Set as a KPI that is linked to KPIs in annual business plans and that aims for steady andcontinuous improvement in financial value.
2. Set at 100% when targets are met, fluctuates within a range from 0% to 200%.
3. As a basis, the upper limit is set at 115% of the target value and the lower limit is set at
85% of the target value. Every year, the upper and lower limits are determined after
examining the appropriateness of their levels.

(ii) Evaluation method of medium-term bonus
Performance Coefficient and KPI for Medium-Term Bonus andIndividual Evaluation Coefficient
Individual payment amount=Role-specific basic remuneration × Performance coefficient(Payment ratio for financial value indicators × 60% + Payment
ratio for social value indicators [sustainability indicators] × 40%)× Individual evaluation coefficient** The individual evaluation coefficient comprehensively evaluates each individual’s contributions
to enhancing the effectiveness of the Board of Directors as a Director as well as their businessexecution performance as an executive director. Set at 100% when targets are met, fluctuates
within a range from 70% to 130%

Notes: 1. Set as a KPI that is linked to KPIs in
medium-term business plans and thataims for enhancing cash flow
management
2. Set at 100% when targets are met,
fluctuates within a range from 50% to150%

Notes: 1. Set as a KPI that is linked to KPIs in
medium-term business plans and thataims for improvement in social value
2. Comprehensively evaluates progress andstatus of achievement of sustainability
indicators (CO2 emissions, plastic,
communities, responsible drinking, DE&I,
etc.)
3. Set at 100% when targets are met,
fluctuates within a range from 50% to
150%6) 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 appointed75

as its chairperson, acts as an advisory body to the Board of Directors,
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.

76

6

Initiatives Carried Out to Enhance Effectiveness of the Board of
Directors
To implement the AGP, realize sustainable growth, and increase corporate
value over the medium to long term, the Company’s Board of Directors must
maintain a high level of effectiveness.
To do so, the Board of Directors must be able to hold meaningful debate on
appropriately determined topics and engage in timely decision-making andsupervision of business execution.
Therefore, by ensuring the Board of Directors comprises Directors who
possess the necessary skills determined under the “Board of Directors Skill
Matrix,” the Company maintains a Board of Directors with the necessary decisionmaking and supervisory capabilities, along with the capability to operate in amanner conducive to its effectiveness.
The Board of Directors and the Directors themselves are supported by theeffective audits of the Audit & Supervisory Board, which evaluates theeffectiveness of the Board of Directors on its own and seeks to make
improvements, and are also aided by the participation of the Nomination
Committee and Compensation Committee, both of which consist of a majority of
Outside Directors.
Also, the Board of Directors holds evaluations of its effectiveness each yearwith the aim of identifying issues that should be addressed in order to further
enhance its effectiveness. Through these evaluations, improvements are madeon an ongoing basis. In this way, the Board seeks to maintain and enhance ahigh level of effectiveness.
Through this framework for enhancing effectiveness of the Board of Directors,
the Company’s highly effective Board of Directors promotes management basedon the AGP with the aim of ensuring that the Asahi Group will continue to enjoya high level of trust from its stakeholders well into the future.

77

■ Framework for enhancing effectiveness of the Board of Directors

Details of the initiatives carried out to enhance effectiveness of the Board of
Directors are posted on the following Company website:
WEB Corporate Governance Reporthttps://www.asahigroup-holdings.com/en/company/governance/pdf/221130_cgr_en.pdf

78

7

Evaluation of Effectiveness of Board of Directors, Nomination
Committee, Compensation Committee, 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, Nomination Committee andCompensation Committee on an annual basis, and discloses the summary of theevaluation results.
Further, as a company with an Audit & Supervisory Board, to contribute to
the creation of corporate value over the medium to long term, and to support
the prevention of damage, 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

798

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, and whether
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)¥2,062,945 million

Total amounts recorded in the balance sheet (b)Ratio (b/a)¥92,711 million
4.5%

80

IV 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 Medium- to Long-Term Management Policy based on the Asahi Group
Philosophy (AGP) through activities such as identifying and evaluating criticalrisks across all areas that include strategy, operations, finance, and compliance,building up responding plans, and executing and monitoring the plans.
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.

81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.

3

The Asahi Group’s Crisis Management
Of the material risks for the entire Asahi Group identified through ERM,
“Crisis Management” covers areas where there is a risk of blockage ofmanagement resources, such as people, objects, money, information, etc. and
the Group “responds immediately.”
In order to enhance the effectiveness of crisis management, an “immediate
response system for emergencies” has been established to quickly respondwithout confusion in time of crisis by making “assumptions in advance” even in
ordinary times. Preparation of “risk scenarios” that assume a risk of blockage ofmanagement resources and responses to such situation are underway.
In addition, we have established a system to quickly respond to emergencies
by clarifying in advance who will respond according to the type of crisis. Fact
verification and assessment of its seriousness will be promptly and accurately
implemented at times of taking initial actions in the event of a crisis.
■ Risk management structure82

V

Status of Other Matters of the Asahi Group1

Financing Activities
The Company financed the capital requirements including capital
expenditures through loans from financial institutions, and the issuance ofcommercial papers and bonds.
Funds required for businesses within the Asahi Group are primarily sourced
by the Company.
■ Overview of issued bonds
Issued bonds

Payment date

Total amount of bonds

The 17th issue of Unsecured Corporate
Bonds (5 years)

June 1, 2022

¥50,000 million

The 18th issue of Unsecured Corporate
Bonds (10 years)

June 1, 2022

¥10,000 million

2

Status of Principal Lenders(As of December 31, 2022)
Outstanding balance(million yen)

LenderSumitomo Mitsui Banking Corporation

60,440Mizuho Bank, Ltd.

36,000Sumitomo Mitsui Trust Bank, Limited

30,000

The Norinchukin Bank

30,000MUFG Bank, Ltd.

16,312

3

Status of Capital Expenditures
Capital expenditures in this fiscal year totaled ¥131,456 million, and thebreakdown of capital expenditures by segment is as follows. A large portion of
the capital expenditures represented investments made for the purpose ofenhancing production capacity and efficiency.
Amount of capital expenditure(million yen)Segment
Japan

52,725

Europe52,198

Oceania

24,195Southeast Asia

931

Others204

Company-wide (common)

1,200

Total

131,456

83

4

Status of Major Establishments and Principal Subsidiaries(As of December 31, 2022)(1) Asahi Group Holdings, Ltd.
(Head office) 23-1, Azumabashi 1-chome, Sumida-ku, Tokyo(2) Significant subsidiaries
Company name
Asahi Group
Japan, Ltd.

Asahi Europe andInternational Ltd

Location ofhead office

Issued capital(million yen)

Sumida-ku,
Tokyo

Surrey,the United
Kingdom50

1,196,492(EUR 9,838,916 thousand)Shareholdings(%)

Main operations

100

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

100

Overseeing alcohol
beverages operations in
Europe and export sales
operations of alcohol
beverages in the global
marketAsahi Holdings
Overseeing alcohol
Victoria,
1,385,448(Australia) Pty
100
beverages and soft drinks(AUD 18,926,514 thousand)Australia
Ltd
operations in Oceania
Notes:
1. Asahi Group Japan, Ltd. succeeded to the businesses relating to the business management ofdomestic operations of the Company by way of an absorption-type split as of January 1, 2022.
2. There were 208 consolidated subsidiaries of the Company as of the end of this fiscal year, including
those listed above. There were 25 companies accounted for using equity method.
3. There were no wholly owned specified subsidiaries of the Company as of the end of this fiscal year.

84

5

Significant Developments such as Corporate Reorganization
The Company transferred the businesses relating to the business
management of domestic operations to Asahi Group Japan, Ltd. by way of anabsorption-type split on January 1, 2022.
6

Employees
Number of
employees

Segment(As of December 31, 2022)
Increase (decrease)from the end of theprevious termJapan

13,21140

Europe10,430164

Oceania

3,901

82

Southeast Asia

1,924

(220)

Others128

5Company-wide (common)

326

(171)

Total
29,920(100)
Notes:
1. The Company changed classification of “Alcohol Beverages,” “Soft Drinks,” “Food,” and“Overseas” segments that had been used up until the 98th term (FY2021) to “Japan,”“Europe,” “Oceania,” and “Southeast Asia,” from the 99th term (FY2022) due toreorganization. The figures according to the new classification were used for calculation ofincrease (decrease) from the end of the previous term for each business segment.
2. The number of employees in “Southeast Asia” decreased significantly from the end of theprevious term due to personnel optimization in association with integration of the vending
machine business, outsourcing of certain operations, etc.
3. The number of employees in “Company-wide (common)” decreased significantly from theend of the previous term due to the transfer of the Company’s business relating to thebusiness management of domestic operations to Asahi Group Japan, Ltd. by way of anabsorption-type split on January 1, 2022.

85

7 Shares Outstanding (As of December 31, 2022)(1) Total number of authorized shares
972,305,309 (common stock)(2) Total number of issued shares
507,003,362 (including 186,870 treasury shares)(3) Total number of shareholders
156,051 (Increased by 19,106 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)894,885

17.7

Custody Bank of Japan, Ltd. (Trust Account)

317,205

6.3

SMBC Nikko Securities Inc.

150,179

3.0

The Dai-ichi Life Insurance Company, Limited

112,000

2.2

Fukoku Mutual Life Insurance Company

100,000

2.0

STATE STREET BANK WEST CLIENT - TREATY 505234

83,245

1.6

JPMorgan Securities Japan Co., Ltd.

80,4701.6

Sumitomo Mitsui Banking Corporation

80,2801.6

SSBTC CLIENT OMNIBUS ACCOUNT

78,0181.5

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

74,935

1.5

Note:

Total
1,971,219
38.9
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 asconsideration for execution of duties during this fiscal year
Classification

Number of shares

Directors (excluding Outside Directors)

1,518

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 (135,468 shares) are excluded from the treasury shares (186,870 shares).

86

8

Directors and Audit & Supervisory Board Members of theCompany(1) Directors and Audit & Supervisory Board Members(As of December 31, 2022)
Position
Name
Areas of responsibility and significant concurrent positions

Akiyoshi Koji

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

Atsushi Katsuki[D] 12/12

Director and Executive Officer, CAO (Chief Alliance Officer)
Alliance and M&A, Global Marketing
Business collaboration and synergies

Keizo Tanimura[D] 12/12

President and CEO, Representative Director
Overall Management
Corporate Strategy, Research & Development, Corporate
Communications

Taemin Park

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

Director and Executive Officer, CHRO (Chief Human Resources
Officer)[D] 12/12[D] 12/12

HR, Legal, Risk, General Affairs, Audit, Sustainability
Kaoru Sakita

Director and Executive Officer, CFO (Chief Financial Officer)
Finance, Procurement, IT

Christina L.
Ahmadjian

Kenichiro Sasae

Outside Director
Specially Appointed Professor, Department of Global Business,
College of Business, Rikkyo University
Outside Director of Sumitomo Electric Industries, Ltd.
Outside Director of NEC Corporation
Member of the Board (Outside Director) of NGK SPARK PLUG
CO., LTD.

Yoshihide Okuda[D] 9/9

Outside Director
Chairman of the Board of Komatsu Ltd.
Outside Director of Yamaha Motor Co., Ltd.
Outside Director of Nomura Research Institute, Ltd.

[D] 9/9

Standing Audit & Supervisory Board Member[D] 12/12[A] 12/12

Outside Director of I’LL Inc.
Naoko Nishinaka

Standing Audit & Supervisory Board Member

Yumiko Waseda

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.
Shigeo Ohyagi[D] 12/12

Outside Director
President of The Japan Institute of International Affairs
Outside Director of SEIREN CO., LTD.
Outside Director of MITSUBISHI MOTORS CORPORATION
External Director of Fujitsu Limited

Tetsuji Ohashi[D] 9/9[D] 12/12[A] 12/12[D] 12/12[A] 12/12[D] 12/12[A] 12/12

Outside Audit & Supervisory Board Member
Advisor of Teijin Limited
Outside Director of Tokyo Electric Power Company Holdings,
Incorporated

87[D] 8/9[A] 7/8

Notes:
1. Directors Christina L. Ahmadjian, Kenichiro Sasae, and Tetsuji Ohashi are Outside Directors
as defined in Item 15, Article 2 of the Companies Act.
2. Audit & Supervisory Board Members Yumiko Waseda, Yutaka Kawakami, and Shigeo Ohyagi
are Outside Audit & Supervisory Board Members as defined in Item 16, Article 2 of theCompanies Act.
3. The Company designated 3 Outside Directors Christina L. Ahmadjian, Kenichiro Sasae, andTetsuji Ohashi and 3 Outside Audit & Supervisory Board Members Yumiko Waseda, Yutaka
Kawakami, and Shigeo Ohyagi 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 Japan Institute of International
Affairs, as the transaction value is minimal, less than 1% of consolidated revenue orordinary profit for the Company and the said entity, there is no special business relationshipthat 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 Ryoichi Kitagawa, Tatsuro Kosaka and Yasushi Shingai, and Audit & Supervisory
Board Member Katsutoshi Saito retired upon the expiry of their terms of office at theconclusion of the 98th Annual General Meeting of Shareholders held on March 25, 2022.
9. Kaoru Sakita, Kenichiro Sasae, and Tetsuji Ohashi were newly appointed as Directors, andShigeo Ohyagi was newly appointed as an Audit & Supervisory Board Member, and they
assumed their offices at the 98th Annual General Meeting of Shareholders held on March
25, 2022. Accordingly, for them, the numbers of Board of Directors and Audit & Supervisory
Board meetings held are different from those of the other Directors and Audit & Supervisory
Board Members.

88

(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]

11
[5]

320
[55]

6
[–]

234
[–]

6
[–]

87
[–]

5
[–]

86
[–]

727
[55]

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

6
[4]

123
[46]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

–
[–]

123
[46]

Notes:
1. The figures above include Directors Ryoichi Kitagawa, Tatsuro Kosaka and Yasushi Shingai,
and Audit & Supervisory Board Member Katsutoshi Saito who retired upon the expiry of
their terms of office at the conclusion of the 98th Annual General Meeting of Shareholders
held on March 25, 2022.
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). Separate from the above, the Company has passed
the resolution, at the 98th Annual General Meeting of Shareholders held on March 25, 2022
(5 Directors (excluding Outside Directors) at the time of resolution), to contribute up to¥450 million during the period of the Trust (3 years) and pay stock compensation to
Directors (excluding Outside Directors) who were appointed and took office during theperiod of the Trust. Furthermore, the Company may grant up to a total of 37,500 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 98th
Annual General Meeting of Shareholders held on March 25, 2022.
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 policy determined
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.

89

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

Name

Form of participation, etc.

Christina L.
AhmadjianChristina L. Ahmadjian has proactively expressed her opinions
about discussions on enhancement of corporate value of theGroup at the Board of Directors meetings, and contributed topromoting the medium- to long-term management strategy. For
example, she participated in discussions and activities that
contributed to substantial and appropriate supervision of theBoard of Directors such as making honest and simple inquiries,
and raising concerns about the invigoration of the managementof proceedings from the ESG, organizational culture, and global
perspective 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 the chairperson of the Compensation
Committee, she took the initiative in operating the committee ina fair and transparent manner, and reported the establishmentof the social value indicators for the medium-term bonus, andproposals regarding bonus payment to the Board of Directors,
for enhancement of its oversights function. Moreover, as amember of the Nomination Committee, she gave specificopinions and recommendations regarding the Board of Directors
Skill Matrix and supervision of the CEO succession plan.

Kenichiro
Sasae

Kenichiro Sasae has proactively expressed his opinions about
discussions on enhancement of corporate value of the Group at
the Board of Directors meetings, and contributed to promoting
the medium- to long-term management strategy. For example,
he participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors
such as asking questions and raising concerns that grasp theessence of global business execution from the perspective ofgeopolitical risks and international situations, using his
extensive knowledge and experience on international politics
and economies, as well as his experience as an outside officer inother companies.
Furthermore, as the chairperson of the Nomination Committee,
he took the initiative in operating the committee in a fair andtransparent manner, reported proposals regarding the Board of
Directors Skill Matrix, the supervision of the CEO succession planand officer appointments to the Board of Directors. Moreover, asa member of the Compensation Committee, he gave specificopinions and recommendations regarding the establishment of
the social value indicators for the medium-term bonus, andreports of proposals regarding bonus payment.

OutsideDirectors

90

CategoryOutsideDirectors

Name

Form of participation, etc.

Tetsuji
Ohashi

Tetsuji Ohashi has proactively expressed his opinions about
discussions on enhancement of corporate value of the Group at
the Board of Directors meetings, and contributed to promoting
the medium- to long-term management strategy. For example,
he participated in discussions and activities that contributed to
substantial and appropriate supervision of the Board of Directors
such as asking questions and raising concerns that grasp theessence of group governance and global business execution fromhis perspective of managing a global corporation and using his
experience as an outside officer in other companies.
Furthermore, as a member of the Nomination Committee, hegave specific opinions and recommendations on the Board of
Directors Skill Matrix, the supervision of the CEO succession planand officer appointments. Moreover, as a member of theCompensation Committee, he gave specific opinions andrecommendations regarding the establishment of the social
value indicators for the medium-term bonus, and reports ofproposals regarding bonus payment.

YumikoWasedaAt the Audit & Supervisory Board, Yumiko Waseda carried out
activities that audit the execution of duties by the Directors,
including the internal control system. Specifically, she received
reports from Standing Audit & Supervisory Board Members, theinternal audit section and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, etc., had meetings with the Chairman and Director,
Chairman of the Board of Directors and the President and CEO,
Representative Director, and interviewed and exchanged
opinions with the legal 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.

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. Specifically, he received
reports from Standing Audit & Supervisory Board Members, theinternal audit section and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, etc., had meetings with the Chairman and Director,
Chairman of the Board of Directors and the President and CEO,
Representative Director, and interviewed and exchanged
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.

OutsideAudit &
Supervisory
Board
Members91

CategoryOutsideAudit &
Supervisory
Board
Members

Name

Form of participation, etc.

ShigeoOhyagiAt the Audit & Supervisory Board, Shigeo Ohyagi carried out
activities that audit the execution of duties by the Directors,
including the internal control system. Specifically, he received
reports from Standing Audit & Supervisory Board Members, theinternal audit section and the Independent Accounting Auditor,
reviewed the audit status of domestic group companies and thestatus of activities of overseas group companies’ audit
committees, etc., and had meetings with the Chairman and
Director, Chairman of the Board of Directors and the President
and CEO, Representative Director.
Furthermore, as an Outside Audit & Supervisory Board Member,he has proactively made suggestions from diverse points of view
based on his experience in global corporate management at theBoard 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 liability amount stipulated by applicablelaws and regulations, 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 andcosts such 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.

92

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
services(million yen)

Category

Remuneration
based on nonaudit
professional
services(million yen)

Remunerations by the Company for this fiscal year257

5

Remunerations by the Company’s subsidiaries for this fiscal year

165–

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

423

5

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, Asahi Europe and International Ltd and Asahi Group Japan, Ltd. paid
KPMG, which belongs to the same network as the Company’s Independent Accounting
Auditor, a total of ¥620 million in audit fees and compensation for support service forstrengthening security infrastructure, etc.

(3) Consecutive audit period
53 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.
(4) Names of certified public accountants who performed the duties
and consecutive audit years
Hiroyuki Yamada(Consecutive audit years: 4 years)
Hiroshi Tani
(Consecutive audit years: 2 years)
Masahiro Morita(Consecutive audit years: 1 year)
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.
93(5) Structure of assistants who supported the audit duties
Certified public accountants: 25 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 designated by the Audit &Supervisory Board shall report 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. If the Audit & Supervisory
Board considers necessary, such as when it is reasonably recognized that the
Independent Accounting Auditor is no longer able to execute its duties in an
appropriate manner, it shall determine the contents of proposal for dismissing
or not re-appointing said Independent Accounting Auditor to be submitted to
the General Meeting of Shareholders. On the basis of this determination by
the Audit & Supervisory Board, the Board of Directors shall propose to theGeneral 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.

94

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

As ofDecember 31,
2022

As of
December 31,
2021[Reference]

ASSETS
Current assets:
Cash and cash equivalents

37,43852,743

Trade and other receivables

415,676395,974

Inventories

234,969

200,828

7,354

2,232

Income tax receivables
Other financial assets

10,028

7,119

Other current assets

32,062

34,081

Subtotal

737,529

692,980

Assets held for sale

–

7,196

Total current assets

737,529

700,176

Non-current assets:
Property, plant and equipment

834,721818,398

Goodwill and intangible assets

3,027,929

2,819,634

6,722

6,640

Other financial assets

125,780

126,295

Deferred tax assets

54,88834,549Net defined benefit assets

24,00423,981Other non-current assets

18,767

18,071

Total non-current assets

4,092,815

3,847,572

Total assets

4,830,344

4,547,748

Investments accounted for using equity
method95

CONSOLIDATED STATEMENT OF FINANCIAL POSITION(million yen)

As ofDecember 31,
2022

As of
December 31,
2021[Reference]

LIABILITIES and EQUITY
LIABILITIESCurrent liabilities:
Trade and other payables

591,869

531,573

Bonds and borrowings

367,267

423,652

Income tax payables

30,90636,841

Provisions

14,103

13,253

Other financial liabilities

135,983

111,585

Other current liabilities

125,816

125,985

Total current liabilities

1,265,946

1,242,891

1,130,042

1,172,551

20,34924,053

Non-current liabilities:
Bonds and borrowings
Net defined benefit liabilities
Deferred tax liabilities

213,494

203,579

Other financial liabilities

131,792

139,194

Other non-current liabilities

5,774

6,330

Total non-current liabilities

1,501,452

1,545,709

Total liabilities

2,767,399

2,788,600

Issued capital

220,044

220,044

Share premium

161,793

161,731

Retained earnings

1,165,542

1,064,644(1,178)(923)

514,532

311,6072,060,734

1,757,104

2,210

2,043

Total equity

2,062,945

1,759,148

Total liabilities and equity

4,830,344

4,547,748

EQUITY

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

96

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(million yen)

For the year
ended
December 31,
2022

For the year
ended
December 31,
2021[Reference]

Revenue

2,511,108

2,236,076

Cost of sales(1,589,272)(1,383,195)

Gross profit

921,835

852,881

Selling, general and administrative
expenses(678,018)(634,940)

Other operating income

16,85046,055

Other operating expense(43,619)(52,096)

Operating profit

217,048

211,900

Finance income

5,498

5,754

Finance costs(17,221)(18,516)

667

687

Profit before tax

205,992

199,826

Income tax expense(54,275)(46,003)

Profit151,717

153,823

151,555

153,500

162

322

151,717

153,823

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

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

97

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

For the year
ended
December 31,
2022

For the year
ended
December 31,
2021

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

205,992

199,826

Depreciation and amortization expenses

140,419

134,815

Decrease (increase) in trade receivables(826)(11,812)

Decrease (increase) in inventories(27,957)(14,566)

Increase (decrease) in trade payables

25,737

9,598

Increase (decrease) in accrued alcohol tax(4,062)

9,106

Increase (decrease) in net defined benefit
assets and liabilities

1,441

2,084

Other

21,30367,483

Subtotal

362,049

396,535

3,344

3,116

Interest paid

(10,839)(11,224)

Income taxes paid

(88,562)(50,615)

Net cash flows from (used in)operating activities

265,991

337,812Purchase of fixed assets(99,846)(92,635)

Proceeds from sales of fixed assets

25,97865,061

Purchase of investment securities

(552)

(464)

Proceeds from sales of investment
securities

8,483

30,159676–(2,661)(14,762)–

396

Payments of contingent consideration(2,357)

–

Other

1,091

(2,103)(69,186)(14,348)

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

Net cash flows from (used in)investing activities

98For the year
ended
December 31,
2022

For the year
ended
December 31,
2021

Cash flows from (used in) financing
activities:
Increase (decrease) in financial liabilities(163,296)(264,958)

(263)

(26)

(55,738)(54,220)(258)(1,119)(219,556)(320,325)

Effect of exchange rate changes oncash and cash equivalents

7,447

1,144

Net increase (decrease) in cash andcash equivalents(15,304)

4,283

Cash and cash equivalents at
beginning of period

52,74348,460Cash and cash equivalents at end of
period37,43852,743Purchase of treasury shares
Dividends paid
Other
Net cash flows from (used in)financing activities

99

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

As ofDecember 31,
2022

As of
December 31,
2021[Reference]

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

5,524
134,454550
22,6390127–

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

163,297

270,528

15,269357
40493
15,03728
0

17,068388
80956
15,037
1,661
5

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

31,19135,125

27
6,045
1,116
–
3

39
7,013
13,26960
4Total 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

7,191

20,386

6,656
2,689,543

12,4552,674,981

4,519

4,519

33,166518(167)

25,141
2,682(169)

2,734,237

2,719,611

2,772,620
2,935,917

2,775,124
3,045,652

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

100NON-CONSOLIDATED BALANCE SHEET(million yen)

As ofDecember 31,
2022

As of
December 31,
2021[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

154,088
110,000
100,000
10
3,500
6,054
132,011223

172,270
105,000
140,020
608
2,199
9,605
206,198
455

288

418

6,479

1,096

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

512,656

637,872

1,022,714
103,400
20
1,090

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

Total non-current liabilities

1,127,225

1,178,031

Total liabilities

1,639,882

1,815,904

220,216
194,511
87,977
106,533
913,748913,748
195,000
718,748(1,178)220,216
194,511
87,977
106,533
822,728
822,728
195,000
627,728(923)

1,327,297

1,236,533

2,094

1,882

(33,356)(8,667)(31,262)(6,785)

1,296,035
2,935,917

1,229,747
3,045,652

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

101

NON-CONSOLIDATED STATEMENT OF INCOME(million yen)

For the year
ended
December 31,
2022

For the year
ended
December 31,
2021[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
Bond issuance costs
Provision of allowance for doubtful
accounts
Other
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Other
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 write-off of loans receivable fromsubsidiaries and associates
Business restructuring expenses
Other
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit102

172,189
30,326
1,829

210,060
39,0831,711

140,033

169,264

22,225
149,963
5,697
583
1,150

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

3,757

954

205
7,189
6,683
268

389
9,445
7,414
1,178

–

558

237
148,471
75
11
63
1,291

294
165,891
1,959
1,959
–
8,151

147

153

1,030

3,932

–

874

–

1,121

113
–
147,25442442
146,769

1,944
125
159,700(4,358)(9,515)173,574

AUDIT REPORTS

Independent accounting auditor’s report on consolidated
financial statements
Independent Auditor’s ReportFebruary 8, 2023
To the Board of Directors of Asahi Group Holdings, Ltd.:KPMG AZSA LLC
Tokyo Office, Japan
Hiroyuki Yamada
Designated Limited Liability
PartnerEngagement Partner
Certified Public Accountant
Hiroshi Tani
Designated Limited Liability
PartnerEngagement Partner
Certified Public Accountant
Masahiro Morita
Designated Limited Liability
PartnerEngagement 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 of Asahi Group Holdings, Ltd. (“the Company”) and its consolidated
subsidiaries (collectively referred to as “the Group”), as at December 31,
2022 and for the year from January 1, 2022 to December 31, 2022 inaccordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position andthe results of operations of the Group for the period, for which theconsolidated financial statements were prepared, in accordance with thelatter part of Article 120-1 of the Regulation on Corporate Accounting thatprescribes some omissions of disclosure items required under International
Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally
accepted in Japan. Our responsibilities under those standards are further
103described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Groupin accordance with the ethical requirements that are relevant to our audit of
the consolidated financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementaryschedules. Management is responsible for the preparation and presentationof the other information. 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 andmaintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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
120-1 of the Regulation on Corporate Accounting that prescribes someomissions of disclosure items required under International Financial ReportingStandards, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements thatare free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is
responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern in accordance withthe latter part of Article 120-1 of the Regulation on Corporate Accounting thatprescribes some omissions of disclosure items required under International
Financial Reporting Standards.
The Audit & Supervisory Board Members and the Audit & Supervisory Board
are responsible for overseeing the directors’ performance of their duties withregard to the design, implementation and maintenance of the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
104

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 reportthat includes our opinion. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users takenon the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally acceptedin Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence thatis 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 orderto design audit procedures that are appropriate in the circumstances,while the objective of the audit is not to express an opinion on theeffectiveness of the Group’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 a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’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 disclosuresin the consolidated financial 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 our auditor’s report. However, future
events or conditions may cause the Group to 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 1201 of the Regulation on Corporate Accounting that prescribes someomissions of disclosure items required under International Financial
Reporting Standards, the overall presentation, structure and content of
the consolidated financial statements, including the disclosures, andwhether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to
express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the groupaudit. We remain solely 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

105

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
ethical requirements regarding independence, and communicate with them
all relationships and other matters that may reasonably be thought to bearon 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.

106

Independent accounting auditor’s report on non-consolidated
financial statements
Independent Auditor’s ReportFebruary 8, 2023

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

OpinionWe have audited the non-consolidated financial statements, which comprisethe non-consolidated balance sheet, the non-consolidated statement ofincome, the non-consolidated statement of changes in net assets and therelated notes, and the accompanying supplementary schedules (“the financial
statements and others”) of Asahi Group Holdings, Ltd. (“the Company”) as at
December 31, 2022 and for the year from January 1, 2022 to December 31,
2022 in accordance with Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and others referred to above present
fairly, in all material respects, the financial position and the results ofoperations of the Company for the period, for which the financial statements
and others were prepared, in accordance with accounting principles generally
accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally
accepted in Japan. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial
Statements and Others section of our report. We are independent of the107Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementaryschedules. Management is responsible for the preparation and presentationof the other information. 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 andmaintenance of the reporting process for the other information.
Our opinion on the financial statements and others does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and others, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements and others or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management, the Audit & Supervisory Board
Members and the Audit & Supervisory Board for the Financial
Statements and Others
Management is responsible for the preparation and fair presentation of 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
for assessing the Company’s ability to continue as a going concern, disclosing,as applicable, 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 withregard to the design, implementation and maintenance of the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
and Others
Our objectives are to obtain reasonable assurance about whether the financial
statements and others as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes

108our opinion. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis ofthese financial statements and others.
As part of our audit in accordance with auditing standards generally acceptedin Japan, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial
statements and others, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence thatis 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 orderto design audit procedures that are appropriate in the circumstances,while the objective of the audit is not to express an opinion on theeffectiveness of the Company’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 a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosuresin 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 the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as agoing concern.



Evaluate whether the presentation and disclosures in the financial
statements and others are in accordance with accounting standards
generally accepted in Japan, the overall presentation, structure andcontent of the financial statements and others, including the disclosures,and whether the financial statements and others represent the underlying
transactions and events in a manner that achieves 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
ethical requirements regarding independence, and communicate with them
all relationships and other matters that may reasonably be thought to bearon 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 disclosed109

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.

110

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 99th fiscal year, the period
from January 1, 2022 to December 31, 2022, 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 body 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, major business offices and other locations, while making use of
telephones, the internet and other means. With respect to “systems toensure appropriate execution of Directors’ duties in conformity with laws andregulations and the Articles of Incorporation 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 theCompanies Act and Paragraphs 1 and 3, Article 100 of the Regulation for
Enforcement of the Companies Act), the Audit & Supervisory Board received
reports regularly from Directors and other employees regarding the status of
the establishment and implementation 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 andbusiness policies” (Item 3, Article 118 of the Regulation for Enforcement of
the Companies Act) included in the Business Report, based on discussions of
the Board of Directors and other parties. With respect to subsidiaries, theAudit & Supervisory Board Members took steps to facilitate communications
and exchange information with the Directors and Corporate Auditors ofsubsidiaries and, when necessary, received reports from subsidiaries on thestatus of their businesses. Using the foregoing methods, the Audit &Supervisory Board Members reviewed the Business Report and the
supplementary schedules for this fiscal year.

111

(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) is in place in accordance with the“standards for quality control of audits” (Business Accounting Council;
October 28, 2005), etc., and requested explanations when necessary. With
regard to risks requiring special consideration for audit purposes, the Audit& Supervisory Board held discussions with the Independent Accounting
Auditor for each cash generating unit mainly on those which might be
impaired from the perspective of profitability, capital efficiency, etc., as well
as received a report on implementation of its audit 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 nonconsolidated financial statements), the supplementary schedules, and theconsolidated financial statements (Consolidated statement of financial
position, consolidated statement of profit or loss, consolidated statement ofchanges 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, the112Independent Accounting Auditor, and the results of its audit are appropriate.
February 9, 2023
Audit & Supervisory Board
Asahi Group Holdings, Ltd.
Yoshihide Okuda (Seal)
Standing Audit & Supervisory Board Member
Naoko Nishinaka (Seal)
Standing Audit & Supervisory Board Member
Yumiko Waseda (Seal)
Outside Audit & Supervisory Board Member
Yutaka Kawakami (Seal)
Outside Audit & Supervisory Board Member
Shigeo Ohyagi (Seal)
Outside Audit & Supervisory Board Member

113