December 15, 2014
To whom it may concern:
Company Name: Asahi Holdings, Inc.
Representative: Mitsuharu Terayama, CEO(Code: 5857, First Section of the Tokyo Stock Exchange)
Contact: Keitaro Shigemasa, Director(Phone: +81-3-6270-1833)
Notification on Acquisition of Shares of Johnson Matthey Gold and Silver Refining Holdings Limited

Asahi Holdings, Inc. (hereinafter “Asahi”) hereby notifies that it was resolved at the Board Meeting of the Company held
today that Asahi will establish a new wholly owned subsidiary, Asahi America Holdings, Inc. (hereinafter “Asahi AmericaHoldings”)*1, and acquire all the shares of Johnson Matthey Gold and Silver Refining Holdings Limited (hereinafter “GSRHoldings”) through “Asahi America Holdings” to make it its subsidiary as follows:1.

Reason for the share acquisition“GSR Holdings” is a wholly owned subsidiary of Johnson Matthey Plc (hereinafter “Johnson Matthey”), a global speciality
chemicals company whose activities include the refining and processing of precious metals. “GSR Holdings” owns theshares of two subsidiaries, Johnson Matthey Limited (hereinafter “GSR Canada”) and Johnson Matthey Gold & SilverRefining Inc. (hereinafter “GSR US”). GSR Group engages in the precious metals refining and processing businessfocusing on gold and silver products in particular. GSR Group has a large share of the gold and silver refining business inthe Americas through its longstanding relationship with its customers, strong brand presence and high technologicalcapabilities. As opposed to sourcing its materials from electronic materials, dental materials and jewelry for the preciousmetals recycling business engaged by our group’s subsidiary, Asahi Pretec Corp., GSR Group mainly engages in therefining business with materials sourced from mines. We believe that GSR Group is highly compatible with our businessgiven its broad sourcing of materials, production and distribution of precious metals products and technological capabilities
in refining. By acquiring GSR Group, we hope to expand the geographic reach and business field of our existing business.
We plan on leveraging both entities’ sourcing and sales network and technology to create synergy that will lead to thegrowth and profitability of our business.

2. Overview of “GSR Holdings”(1) Name

Johnson Matthey Gold and Silver Refining Holdings Limited(2) Location5th Floor 25 Farringdon Street, London, Greater London, United Kingdom(3) Representative & Title

Alan Myers (Director), Jane Totten (Director), Den Jones (Director), Simon Farrant(Company Secretary / Director)(4) Type of Business

Owns the shares of its wholly owned subsidiaries “GSR Canada” and “GSR US” andmanages the operations of its two subsidiaries.

(5) Capital Paid inGBP2(6) Establishment date

October 29, 2012(7) Major Shareholders andShareholding ratio(8) Relationship with “Asahi”

Johnson Matthey Plc: 100.0%
CapitalThere is no capital relationship between “Asahi” and “GSRRelationshipHoldings”. Also there is nothing worth of special mention incapital relationship between “Asahi” and its subsidiaries-1-Personal

There is no personal relationship between “Asahi” and “GSR

Relationship

Holdings”. Also there is nothing worth of special mention inpersonal relationship between “Asahi” and its subsidiaries

Business

There is no business relationship between “Asahi” and “GSR

Relationship

Holdings”. Also there is nothing worth of special mention inbusiness relationship between “Asahi” and its subsidiaries.

(9) Results of Operation and Financial Conditions of past 3 years of “GSR Holdings” (in millions of US$)*2
Fiscal Year Ended

March 2012

March 2013

March 2014

Net Assets

63.1

70.7

74.2

Total Assets

53.8

91.6

125.3

Revenue

88.1

77.6

70.6

Operating Income

32.8

16.4

12.8

Net Income

20.2

24.4

7.7

3. Overview of “Johnson Matthey”(1) Name

Johnson Matthey Plc(2) Location

5th Floor 25 Farringdon Street, London, Greater London, United Kingdom(3) Representative & Title

Robert J. MacLeod (Chief Executive)(4) Type of BusinessSpeciality chemicals company whose activities include the refining and processing ofprecious metals(5) Capital Paid in

GBP220.7 million(6) Establishment date

January 1, 1817

(7) Net Assets

GBP1,553.2 million(8) Total Assets

GBP3,789.3 million(9) Major Shareholders andShareholding ratio(10) Relationship with “Asahi”

Black Rock, Inc. 10.03%
CapitalThere is no capital relationship between “Asahi” and “JohnsonRelationship

Matthey”. Also there is nothing worth of special mention incapital relationship between “Asahi” and its subsidiaries

Personal

There is no personal relationship between “Asahi” and “JohnsonRelationship

Matthey”. Also there is nothing worth of special mention inpersonal relationship between “Asahi” and its subsidiaries

Business

There is a business relationship between the subsidiary ofRelationship“Asahi”, Asahi Pretec Corp. and “Johnson Matthey”

Situation

Not applicable

regarding Related
Parties

4. Number of shares acquired and number of shares to be held by “Asahi America Holdings” before/after the acquisition(1) Number of Shares Held by

Common stock: 0 shares“Asahi America Holdings”(Number of voting rights: 0)

before Acquisition(Holding ratio of voting rights: 0.0%)(2) Number of Shares Acquired

2 shares(Number of voting rights: 2)*3

(3) Acquisition Price

Common Stock of “GSR Holdings”

US$186 million (JPY22,320 million)*4

Advisory fees (Approximate amount）

JPY500 million

Total (Approximate amount）

JPY22,820 million-2-(4) Number of Shares Held byCommon stock: 2 shares“Asahi America Holdings”(Number of voting rights: 2)*3

after Acquisition(Holding ratio of voting rights: 100.0%)

5. Schedule(1) Board Resolution Date

December 15, 2014

(2) Date of Execution

December 15, 2014(3) Share Transfer Date(scheduled)

March 31, 2015 (scheduled)

6. Future Outlook
Since the Share Transfer Date is scheduled to be completed on March 31, 2015, the impact to the financial results ending inMarch 2015 is immaterial. The impact of “GSR Holdings” becoming a consolidated subsidiary to the financial results fromnext Fiscal Year onwards is currently under examination.
(Reference) Forecast of FY2014 ending March 31, 2015 (released on July 29, 2014) and Actual Consolidated FinancialResults for FY2013
Net Sales

OperatingIncome

Ordinary Income

Net Income

Millions in yen

Millions in yen

Millions in yen

Millions in yen

FY2014 ending March 31, 2015 (Forecast)

111,000

10,40010,3006,400

FY2013 ended March 31, 2014 (Actual)

94,254

9,631

9,989

5,971

(*1) The overview of "Asahi America Holdings" is below. By establishing "Asahi America Holdings", we plan on
expanding our business in Americas region and accelerate the growth and profitability of our business as a group.
(1) Name

Asahi America Holdings, Inc.

(2) Location

Marunouchi, Chiyoda-ku, Tokyo, Japan(3) Representative & Title

Keitaro Shigemasa (President)(4) Type of Business

Owns the shares of its wholly owned subsidiaries and manages the operations of its
subsidiaries.

(5) Capital Paid in

JPY10 million(6) Establishment date

December , 2014(7) Major Shareholders andShareholding ratio

Asahi Holdings, Inc.: 100.0%(*2) There are no consolidated financial statements prepared for “GSR Holdings”. “GSR Holdings” is a holding
company of “GSR Canada” and “GSR US” and does not have any other operating activities. Therefore, the financialsof “GSR Holdings” is presented as the sum of the financials of “GSR Canada” and “GSR US”(*3) It was agreed under the Sale and Purchase Agreement that all the issued shares of “GSR Holdings” will beacquired. Any changes to the number of issued shares will result in a change in the number of shares acquired(including number of voting rights) and number of shares held by "Asahi America Holdings" after acquisition(including number of voting rights)(*4) The Acquisition Price of the Common Stock of “GSR Holdings” will be adjusted in accordance with the Sale andPurchase Agreement. The Acquisition Price presented reflects the anticipated adjustments to the Acquisition Price.
However, the actual adjustments to the Acquisition Price is subject to change. The exchange rate of US$1=JPY120 is used
to calculate the Acquisition Price of the Common Stock of “GSR Holdings” in JPY.
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