Note: This document has been translated from the Japanese original only for reference purposes. In the event of any
discrepancy between this translation and the Japanese original, the original shall prevail. The Company
assumes no responsibility for this translation or for any direct, indirect or consequential damage arising fromthis translation.

Asahi Holdings, Inc.
(Stock code: 5857)

Notice of the 10th Annual General Meeting of Shareholders
Date and time:
10:30 a.m. on Tuesday, June 18, 2019
Reception opens at 10:00 a.m.
Venue:
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Proposals:
Proposal 1:
Proposal 2:

Election of Four (4) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)
Election of Four (4) Directors Serving as the Audit and Supervisory Committee
Members

Please exercise your voting rights:
Voting rights at the General Meeting of Shareholders are an important right of shareholders. Please
make sure to exercise your voting rights. Please see pages 7 to 9 for details.
- If you are attending the General Meeting of Shareholders:
Please submit the Voting Right Exercise Form at the reception desk upon arrival.
- If you are unable to attend the General Meeting of Shareholders:
Please exercise your voting rights in writing or via the Internet, etc.
Documents must arrive before noon on Monday, June 17, 2019.

CoverMessage from the CEO
To Shareholders
Mitsuharu Terayama, Chairman & CEO
I would like to express our cordial appreciation for your continuous support and loyal patronage.
I would also like to take the opportunity of sending this Notice of the 10th Annual General Meeting of
Shareholders to offer a short greeting.
Fiscal year 2018, which served as the first fiscal year of the 8th Mid-term Business Plan, achieved
revenue of 128.6 billion yen and operating income of 14.4 billion yen on a consolidated basis,
surpassing our targets of 14.0 billion in operating profit and achieving a historic high for the second
consecutive year. ROE (Return on Equity), which the Company considers an indicator of
improvements in management efficiency, was 13.6%. Additionally, the basic policy for the return ofprofits to shareholders has been changed from the previous “30% or more of consolidated net profit”
to “50% or more.” As a result, the forecast for the annual dividend for the fiscal year 2019 is 120 yen.
The slogan of the 8th Mid-term Business Plan is “Building a global company that pursues originality
and growth.”
In February 2019, we established a new company in the US state of Florida that has minting facilities
for gold coins and other coins, in addition to a precious metal refinery business. In April 2018, webegan operation of a new furnace in the waste incineration sector under our environmental
preservation business. These are a part of our basic policy of “Building a new business foundation thatwill support the coming era” in the 8th Mid-term Business Plan.
The Group makes efforts through its businesses on a daily basis toward the “SDGs (Sustainable
Development Goals” adopted by the United Nations. All three business areas of the Group directly
contribute to “resolving global sustainability,” which is a global social issue. At the general meeting of
employees in May 2018, we announced the “Asahi SDGs Award establishment” for both individual
employees and groups. Even previously, individuals and groups were frequently involved in volunteer
activities regardless of job function, but we established this award system with the objective of further
promoting these activities.
In fiscal year 2019, global political and economic instability is projected to continue.
Moving forward, we will rapidly respond to changes in the business environment with the spirit of“innovation and challenge,” working toward sustainable growth and contribution to SDGs.
I hope that you will continue to support the “Asahi Holdings Group.”

1
Message from the CEO

Contents
 Notice of the 10th Annual General Meeting of Shareholders ........................................................... 5
 Reference Documents for General Meeting of Shareholders.......................................................... 10
Proposal 1: Election of Four (4) Directors (Excluding Directors Serving as the Audit and Supervisory
Committee Members)
Proposal 2: Election of Four (4) Directors Serving as the Audit and Supervisory Committee Members

Attached documents
 Business Report .......................................................................................................................... 23
 Consolidated Financial Statements ............................................................................................. 43
 Financial Statements ................................................................................................................... 47
 Audit Reports .............................................................................................................................. 50
 TOPICS........................................................................................................................................... 56

Documents below are disclosed on the Company’s website- Structure to ensure the appropriateness of business- Status of operation of structure to ensure the appropriateness of business- Notes to consolidated financial statements- Notes to non-consolidated financial statements
https://www.asahiholdings.com/

2
Contents

ASAHI WAY“Totally Committed to Protecting the Natural Environment and Conserve Resources”

Our Credo
We conserve limited natural resources, preserve the global environment, and support human health.
Our Corporate Values
















Cooperation with stakeholders
We constantly seek to earn even greater trust from shareholders, customers, business partners,
employees, and local communities as we work to preserve the natural environment.
Corporate governance with a balance of protective and proactive measures
We boldly promote growth strategies and business reform while securing transparency indecision-making and properly managing risk.
No growth without profit
We realize long-term improvement of shareholder value by ensuring the entire group grows andis profitable.
Trusted corporate brandWe aim to be widely recognized as an exemplary corporate group and to build a brand that willbe trusted over many years.
Addressing diverse risks
We strive to minimize risks and avert disasters by taking daily safety measures in workplaces
and by constantly working to prevent accidents.
Highly motivated employees
We promote work-life balance for employees and continuously improve working environments
and conditions.
Strong sense of mission and high ethical standards
We strive to be an organization where employees take pride in their own work and executives
maintain a strong sense of mission and high ethical standards.
Being a company of good people
We value good employees over the long-term; our vision of a "good employee" is a person who
is not self-centered and who contributes to mutual prosperity and the development of thebusiness.

Our Employee Principles






Innovate and embrace challenges
Put safety first
Maintain high quality
Promptly report (especially bad news)
Build trust and connection

3
Group Philosophy

The Asahi Holdings Group Code of Conduct
1. We comply with all laws and regulations
2. We respect the dictates of social norms and our own conscience
3. We treat everyone equally, regardless of age, gender, nationality, race, religion, or othercharacteristics
4. We refrain from conducting any political or religious activities in the workplace
5. We treat customers with sincerity
6. We practice fair competition and optimal decision-making when selecting business partners
7. We respect the confidential information obtained through our work and avoid disclosing it
externally
8. We refrain from providing or receiving meals or gifts in pursuit of personal benefit
9. We act for the greater good, not for personal or affiliated parties’ gain
10. We focus on the actual sites, actual things, and actual facts

4Group Philosophy

Dear Shareholders:(Stock code: 5857)
May 28, 20194-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi, Japan
Asahi Holdings, Inc.
Mitsuharu Terayama,
Chairman & CEO

Notice of the 10th Annual General Meeting of Shareholders
This is to inform you that the 10th Annual General Meeting of Shareholders of Asahi Holdings, Inc.
(hereinafter the “Company”) will be held at the following time and place and to cordially request
your presence.
If you are unable to be present, you are entitled to exercise your voting rights in writing or byelectronic method (the Internet). You are kindly requested to read the attached reference
documents and exercise your voting rights by noon on Monday, June 17, 2019, in accordancewith the instructions on the page 7 to 9.

1. Date and time:
2. Venue:

Details of the meeting
10:30 a.m. on Tuesday, June 18, 2019
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Please understand that souvenirs for shareholders who attend themeeting will not be provided.

3. Meeting Agenda
Items to be reported: 1) Business Report, the consolidated financial statements and the resultsof audits of the consolidated financial statements by the Accounting
Auditor and the Audit and Supervisory Committee for the 10th fiscal
term (April 1, 2018 through March 31, 2019)2) Report on non-consolidated financial statements for the 10th fiscal
term (April 1, 2018 through March 31, 2019)
Items to be resolved:
Proposal 1: Election of Four (4) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)
Proposal 2: Election of Four (4) Directors Serving as the Audit and Supervisory Committee
Members

If you attend the meeting, please submit the “Voting Right Exercise Form” at the reception desk
upon arrival.
Pursuant to the provisions of laws and regulations and the Articles of Incorporation of theCompany, of the documents to be disclosed, “Structure to ensure the appropriateness ofbusiness,” “Status of operation of structure to ensure the appropriateness of business,” “Notes
to consolidated financial statements,” and “Notes to non-consolidated financial statements” are5
Cover letter of convocation

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Reference Documents for
General Meeting of Shareholders

disclosed on the Company’s website (https://www.asahiholdings.com/) and therefore are notincluded in this Notice and its Appendix. Accordingly, this Notice and its Appendix constitutepart of the business report and financial statements audited by the Audit and Supervisory
Committee and Accounting Auditor when preparing the audit report and accounting audit report,
respectively.
Please note that any modifications to the business report, the financial statements and/or thereference documents will be posted on our Web site (https://www.asahiholdings.com/).

6
Cover letter of convocation

Guide to Exercising Voting Rights
If you are attending the General Meeting of Shareholders:
Please submit the enclosed Voting Right Exercise Form at the reception desk upon arrival.
In addition, please also bring this Notice.
If you are unable to attend the General Meeting of Shareholders:● Exercising your voting rights in writing (Voting Right Exercise Form)
Please indicate your vote for or against each proposal on the enclosed Voting Right Exercise Formand return the Form by mailing it such that it arrives by the deadline for exercising voting rights
below. If a vote for or against is not indicated for any proposal when exercising voting rights inwriting (Voting Right Exercise Form), we will treat it as an indication of approval of the proposal.
● Exercising your voting rights via the Internet
Please refer to the “Procedure for Exercising Voting Rights via the Internet” on the next page, andinput your vote for or against each proposal by the deadline for exercising voting rights below.
Deadline for Exercising Voting Rights: noon on Monday, June 17, 2019
Treatment of Voting Rights Exercised Multiple Times
If you have exercised your voting rights both in writing and via the Internet, those exercised
via the Internet will be considered as valid.
If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers,
smartphones and/or mobile phones, the final vote cast will be considered as valid.
Electronic Voting Platform for Institutional Investors
Nominee shareholders including banks specializing in asset and trust management/custody(including standing proxy) may use with prior application the “Electronic Voting Platform” operated
by ICJ Inc. established by Tokyo Stock Exchange, Inc., and other entities, as a means to exercise
their voting rights electronically and participate in the General Meeting of Shareholders of theCompany.

7
Guide to Exercising Voting Rights

3. Treatment of Voting Rights Exercised Multiple Times(1) If you have exercised your voting rights both by mail and via the Internet, those exercised via
the Internet will be considered as valid.
(2) If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers,
smartphones and/or mobile phones, the final vote cast will be considered as valid.

8
Procedure for Exercising Voting Rights via the Internet

Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements

2. Exercising Your Voting Rights via the Internet(1) By computers or mobile phones- At the Voting Rights Exercise Web Site (https://evote.tr.mufg.jp/), use the “log-in ID” and“temporary password” given on the Voting Right Exercise Form and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
- To protect against illegal access by persons other than qualified shareholders (“spoofing”) andthe manipulation of voting details, please be aware that shareholders using the site will be asked
to change their “temporary password”.
- Whenever a meeting of shareholders is convened, new “log-in IDs” and “temporary passwords”
will be issued.
(2) By smartphones- By scanning the “QR code for log-in” given on the Voting Right Exercise Form using
smartphones, you can automatically access the Voting Rights Exercise Web Site and exercise
your voting right. (There is no need to enter the “log-in ID” and “temporary password”.)- For security reasons, the exercise of voting rights through QR code is available only once.
For the second time and afterwards, you will need to enter the “log-in ID” and “temporary
password” even when scanning QR code.
- You may not be able to log in through QR code depending on a model of smartphone. When
you cannot log in through QR code, please exercise your voting rights by computers or mobile
phones as indicated in 2. (1) above.
*QR Code is a registered trademark of DENSO WAVE CORPORATION.

Financial Statements

1. Voting Rights Exercise Web Site
(1) The exercise of voting rights via the Internet is possible only by accessing the Voting Rights
Exercise Web Site (https://evote.tr.mufg.jp/) designated by the Company either from acomputer, a smartphone or a mobile phone. (However, this Web site is not available from 2:00
a.m. to 5:00 a.m. daily.)(2) The exercise of voting rights using computers or smartphones may be disabled by operating
environments, including the use of a firewall when accessing the Internet, the use of antivirus
software, the use of a proxy server and/or if you have not designated the use of encryptedtransmission (TLS transmission).
(3) To preserve security, you cannot exercise voting rights through a model of mobile phone that
does not allow TLS transmission or transmission of the phone ID information.
(4) Although we will accept the exercise of voting rights via the Internet until noon on Monday,
June 17, 2019, we recommend voting as early as possible. If you have any questions, pleasecontact our Help Desk.

Audit Reports

If you intend to exercise your voting rights via the Internet, please pay attention to the following
notes.
If you are attending the meeting, no procedures to exercise voting rights by mail (Voting Right
Exercise Form) or via the Internet are necessary.

Convocation Notice

Procedure for Exercising Voting Rights via the Internet

4. Costs Incurred in Accessing the Voting Rights Exercise Web Site
The costs incurred when accessing the Voting Rights Exercise Web Site such as Internet accessfees will be the responsibility of the shareholder. Similarly, fees required to use mobile phones,
such as packet transmission fees, will also be the responsibility of the shareholder.
5. Method of Receiving a Convocation Notice
Beginning with the next meeting of shareholders, shareholders will be given the option ofreceiving their convocation notices via email. If you wish to receive your convocation notices inthis manner, please use a computer or a smartphone to access the Voting Rights Exercise Web Siteand take the procedures shown on the screen. (You will not be able to access the site from a mobile
phone.)For inquiries about the system or other matters, contact:
Corporate Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9:00 a.m. to 9:00 p.m.)

9
Procedure for Exercising Voting Rights via the Internet

No.

(Date of birth)

Position and Duties at Asahi
Holdings(Important concurrent assignment)

Attendance at theBoard of Directors
meeting

Chairman & CEO
1

To be

Mitsuharu Terayama

Reelected(March 10, 1940)[Significant concurrent duties]

7 out of 7 meetings

None
Representative Director andPresident
2

To be

Tomoya Higashiura[Significant concurrent duties]

Reelected(January 26, 1961)

Director of Asahi Pretec Corp.

7 out of 7 meetings

Representative Director andPresident of Asahi Americas
Holdings, Inc.
Director and General Manager of
Accounting Division
3

To be

Amane Kojima

Reelected(April 9, 1968)[Significant concurrent duties]
Corporate Auditor of Asahi Pretec

7 out of 7 meetings

Corp.
Director of Asahi Americas
Holdings, Inc.
Director
To beHiroyuki Nakanishi[Significant concurrent duties]

Reelected(July 5, 1962)

Representative Director and6 out of 6 meetings

Audit Reports

4

President of Asahi Pretec Corp.

10
Reference Documents for General Meeting of Shareholders

Reference Documents for
General Meeting of Shareholders

Name

Business Report

Candidate

Consolidated Financial
Statements

The terms of office of all five (5) Directors (excluding Directors serving as the Audit andSupervisory Committee Members; the same applies hereinafter in this proposal) will expire at
the close of this Annual General Meeting of Shareholders.
Accordingly, we propose the election of four (4) Directors, decreased by one (1) Director withthe objective of enabling rapid decision-making by the Board of Directors.
The Audit and Supervisory Committee has expressed no opinion on this proposal.
The candidates for Director to be elected are as follows.

Financial Statements

Proposal 1 Election of Four (4) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)

Convocation Notice

Reference Documents for General Meeting of Shareholders

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings
April 1964:

Joined KURARAY CO., LTD.

July 1973:

Joined Asahi Pretec Corp.

Ownershipof Shares

October 1973: Appointed as Senior Managing
Director of Asahi Pretec Corp.

1
Mitsuharu Terayama(March 10, 1940)
To be Reelected

May 1981:

Appointed as Representative
Director and President of Asahi
Pretec Corp.

April 2009:

Appointed as Representative
Director and President of Asahi
Holdings, Inc.

April 2011:

Appointed as CEO & COO of
Asahi Holdings, Inc.

April 2011:

Appointed as Chairman and
Director of Asahi Pretec Corp.

June 2012:

Appointed as CEO of Asahi
Holdings, Inc.

June 2014:

Appointed as President & CEO of
Asahi Holdings, Inc.

April 2018:

Appointed as Chairman & CEO of
Asahi Holdings, Inc. (to present)

887,145
shares[Significant concurrent duties]
Attendance at the Board of Directors meeting: 7 out of 7 meetings(Reason for nomination as a candidate)
Mr. Terayama engages in the management of the entire Group as a Representative Director of theCompany. The Company therefore requests his election as a Director of the Company based on its
judgment that his continued tenure of office as a Director is appropriate because his past
performance of having driven the entire Group with strong leadership, as well as his deep insightand abundant experience in overall management, would contribute to the further functional
reinforcement of the Board of Directors and the corporate governance of the entire Group.

11
Reference Documents for General Meeting of Shareholders

April 1984:

Ownershipof Shares

Joined NEC Corporation

April 2009:

Appointed as Director andGeneral Manager of Corporate
Development & Administration
Division of Asahi Holdings, Inc.

June 2010:

Appointed as Director andGeneral Manager of Precious
Metal Recycling Business
Division of Asahi Pretec Corp.

April 2011:

Appointed as Director of Asahi
Holdings, Inc.

June 2014:

Appointed as Representative
Director & President of Asahi
Pretec Corp.

April 2017:

Appointed as Representative
Director and President of Asahi
Americas Holdings, Inc.
(to present)

April 2018:

Appointed as Representative
Director and President of Asahi
Holdings, Inc. (to present)

April 2018:

Appointed as Director of Asahi
Pretec Corp. (to present)

15,000sharesConsolidated Financial
Statements

Tomoya Higashiura(January 26, 1961)
To be ReelectedAppointed as Director andGeneral Manager of
Administration Division of Asahi
Pretec Corp.

Financial Statements

2

June 2006:

Reference Documents for
General Meeting of Shareholders

February 2001: Joined Asahi Pretec Corp.

[Significant concurrent duties]
Director of Asahi Pretec Corp.
Representative Director and President of Asahi
Americas Holdings, Inc.
Attendance at the Board of Directors meeting: 7 out of 7 meetings(Reason for nomination as a candidate)
Mr. Higashiura engages in the management of the Group as a Representative Director of theCompany and as a Representative Director and Director of the Group companies, having deep
insight and abundant experience in overall management. The Company therefore requests hiselection as a Director of the Company based on its judgment that his continued tenure of office as a
Director is appropriate because his abundant experience in the precious metal business and its
global expansion would contribute to the sustainable enhancement of the corporate value of theGroup.

12
Reference Documents for General Meeting of Shareholders

Convocation Notice

Career, Position and Duties at Asahi Holdings

Business Report

Name(Date of birth)

Audit Reports

CandidateNo.

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings
April 1992:

Joined Nissho Iwai Corporation

March 2011:

Joined Asahi Pretec Corp.

Ownershipof Shares

Appointed as General Manager of
Accounting Division of Asahi
Pretec Corp.
April 2012:

Appointed as General Manager of
Accounting Division of Asahi
Holdings, Inc.

December 2014: Appointed as Corporate Auditorof Asahi Americas Holdings, Inc.
3

June 2016:

Appointed as Corporate Auditorof Asahi Pretec Corp. (to present)

June 2017:

Appointed as Director andGeneral Manager of Accounting
Division of Asahi Holdings, Inc.
(to present)

April 2018:

Appointed as Director of Asahi
Americas Holdings, Inc. (topresent)

Amane Kojima(April 9, 1968)
To be Reelected

2,600
shares[Significant concurrent duties]
Corporate Auditor of Asahi Pretec Corp.
Director of Asahi Americas Holdings, Inc.
Attendance at the Board of Directors meeting: 7 out of 7 meetings(Reason for nomination as a candidate)
Mr. Kojima engages in the management of the Group as a Director of the Company and as a
Director of the Group companies, and oversees administrative departments. As General Manager of
Accounting Division, he is in charge of financial and accounting matters for the entire Group. In
addition, as a certified public accountant in the US, he has extensive expertise and practicalcapabilities. The Company therefore requests his election as a Director of the Company based on its
judgment that he will be able to contribute to the sustainable enhancement of the corporate value of
the Group and is qualified for the position of Director.

13
Reference Documents for General Meeting of Shareholders

Appointed as General Manager of
Human Resources Department,
Administration Division of Asahi
Pretec Corp.

April 2009:

Appointed as General Manager of
Photosensitive Material Business
Department of Asahi Pretec Corp.

April 2013:

Appointed as Director of Japan
Waste Corporation

July 2014:

Appointed as Senior Vice
President of FUJI MEDICALINSTRUMENTS MFG. CO.,LTD.

4
Hiroyuki Nakanishi(July 5, 1962)
To be Reelected

June 2016:

Appointed as President & CEO of
FUJI MEDICALINSTRUMENTS MFG. CO.,LTD.

April 2018:

Appointed as Representative
Director and President of Asahi
Pretec Corp. (to present)

June 2018:

Appointed as Director of Asahi
Holdings, Inc. (to present)

13,500shares[Significant concurrent duties]
Representative Director and President of Asahi
Pretec Corp.
Attendance at the Board of Directors meeting: 6 out of 6 meetings(Reason for nomination as a candidate)
Mr. Nakanishi engages in the management of the Group as a Director of the Company and as a
Representative Director of the Group companies, having deep insight and abundant experience inoverall management. The Company therefore requests his election as a Director of the Company
based on its judgment that his reelection as a Director is appropriate because his abundant
experience in the precious metal business, the environmental preservation business and the life &health business would contribute to the sustainable enhancement of the corporate value of theGroup.
(Note) There are no special interests between each candidate and the Company.

14
Reference Documents for General Meeting of Shareholders

Convocation Notice

January 2008:

Reference Documents for
General Meeting of Shareholders

Joined Asahi Pretec Corp.

Business Report

April 1986:

Ownershipof Shares

Consolidated Financial
Statements

Career, Position and Duties at Asahi Holdings

Financial Statements

Name(Date of birth)

Audit Reports

CandidateNo.

Proposal 2 Election of Four (4) Directors Serving as the Audit and Supervisory Committee
Members
The terms of office of all four (4) Directors serving as the Audit and Supervisory Committee
Members will expire at the close of this Annual General Meeting of Shareholders.
Accordingly, we propose the election of four (4) Directors serving as the Audit and Supervisory
Committee Members.
This proposal has already acquired the approval of the Audit and Supervisory Committee.
The candidates for Director serving as the Audit and Supervisory Committee Members to beelected are as follows.

Candidate

Name

No.

(Date of birth)

Position and Duties at Asahi
Holdings(Important concurrent assignment)

Attendance at the Boardof Directors and the
Audit and Supervisory
Committee meeting

Outside Director (Audit andSupervisory Committee Member)
1

7 out of 7 meetings

To be

Yuji Kimura[Significant concurrent duties]

Reelected(July 23, 1955)

10 out of 10

Executive Director and General

meetings

Manager of Tokyo Office, Global
Environment Centre Foundation
Outside Director (Audit andSupervisory Committee Member)2

7 out of 7 meetings

To be

Kyoko Kanazawa[Significant concurrent duties]

Reelected(October 11, 1965)

10 out of 10

Lawyermeetings

Outside Director of Tokushu Tokai
Paper Co., Ltd.
Director[Significant concurrent duties]
Director and Chairman of Japan
3

Newly

Yoshikatsu Takeuchi

Waste Corporation (scheduled toElected(January 1, 1956)

retire in June 2019)

7 out of 7 meetings-

Director of Asahi Life & HealthCorporation (scheduled to retire inJune 2019)
4

Newly

Yoshinori Hara

[Significant concurrent duties]-

Elected(July 21, 1958)

Dean and Professor of Graduate-

School of Management, Kyoto
University

15
Reference Documents for General Meeting of Shareholders

Joined the Environment Agency

July 2006:

Appointed as General Manager ofIndustrial Waste Management
Division, Waste Management andRecycling Department of the
Ministry of the Environment

August 2010:

Appointed as Director-General of
Kyoto Mechanism Business
Promotion Department of New
Energy and Industrial Technology
Development Organization

July 2012:

Appointed as Director-General of
Hakodate Customs, Ministry of
Finance Japan

1

October 2014: Appointed as Executive Director
and General Manager of Tokyo
Office, Global Environment
Centre Foundation (to present)
June 2017:

Business Report

Yuji Kimura(July 23, 1955)
To be Reelected

1,000
sharesConvocation Notice

April 1979:

Ownershipof Shares

Reference Documents for
General Meeting of Shareholders

Career, Position and Duties at Asahi Holdings

Appointed as Outside Director(serving as Audit and Supervisory
Committee Member) of Asahi
Holdings, Inc. (to present)

Consolidated Financial
Statements

Name(Date of birth)[Significant concurrent duties]
Executive Director and General Manager of Tokyo
Office, Global Environment Centre Foundation
Attendance at the Board of Directors meeting: 7 out of 7 meetings
Attendance at the Audit and Supervisory Committee meeting: 10 out of 10 meetings

Audit Reports(Reason for nomination as a candidate for Outside Director)
Mr. Kimura has professional expertise and experience in environmental preservation, including
waste treatment and recycling and gives us his useful opinions as a Director serving as the Audit
and Supervisory Committee Member.
Although he has no experience of being directly engaged in corporate management, the Company
believes that he is able to appropriately carry out supervision of the business operations, etc. for the
aforementioned reason, and therefore requests his election as an Outside Director serving as the
Audit and Supervisory Committee Member.

Financial Statements

Candidate
No.

16
Reference Documents for General Meeting of Shareholders

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings
April 1989:

Joined FUJI RESEARCHINSTITUTE CORPORATION

April 2000:

Registered as lawyer

April 2000:

Joined Kazama & Hata Law
Office (currently Hata & Co. Law
Offices) (to present)

June 2017:

Appointed as Outside Director(serving as Audit and Supervisory
Committee Member) of Asahi
Holdings, Inc. (to present)

2
Kyoko Kanazawa(October 11, 1965)
To be Reelected

June 2018:

Ownershipof Shares

sharesAppointed as Outside Director ofTokushu Tokai Paper Co., Ltd. (topresent)[Significant concurrent duties]
LawyerOutside Director of Tokushu Tokai Paper Co., Ltd.
Attendance at the Board of Directors meeting: 7 out of 7 meetings
Attendance at the Audit and Supervisory Committee meeting: 10 out of 10 meetings(Reason for nomination as a candidate for Outside Director)
Ms. Kanazawa has highly professional expertise and experience in law as a lawyer and gives us her
useful opinions on the validity and appropriateness of making decisions on deliberations of theagenda and other matters as a Director serving as the Audit and Supervisory Committee Member.
Although she has no experience of being directly engaged in corporate management, the Company
believes that she is able to appropriately carry out supervision of the business operations, etc. forthe aforementioned reason, and therefore requests her election as an Outside Director serving as the
Audit and Supervisory Committee Member.

17
Reference Documents for General Meeting of Shareholders

Joined Asahi Pretec Corp.

June 2001:

Appointed as Director andGeneral Manager of General
Affairs Department of Asahi
Pretec Corp.

April 2004:

Appointed as Director andGeneral Manager ofEnvironmental Business Divisionand concurrently serving as
General Manager of Business
Coordination Division of Asahi
Pretec Corp.

March 2006:

Appointed as Director andGeneral Manager ofEnvironmental Recycling
Business Division of Asahi Pretec
Corp.

3
Yoshikatsu Takeuchi(January 1, 1956)
Newly Elected

May 2008:

Appointed as Representative
Director and President of Japan
Waste Corporation

April 2009:

Appointed as Director of Asahi
Holdings, Inc. (to present)

April 2018:

Appointed as Director andChairman of Japan Waste
Corporation (to present)

April 2018:

Appointed as Director of Asahi
Life & Health Corporation (topresent)

12,800shares[Significant concurrent duties]
Director and Chairman of Japan Waste Corporation(scheduled to retire in June 2019)
Director of Asahi Life & Health Corporation(scheduled to retire in June 2019)
Attendance at the Board of Directors meeting: 7 out of 7 meetings
Attendance at the Audit and Supervisory Committee meeting: (Reason for nomination as a candidate)
Mr. Takeuchi has been engaged in the management of the Group for many years as a Director of theCompany and as a Representative Director and Director of the Group companies, having deep
insight and abundant experience in overall management. The Company believes that he will give ususeful opinions based on such insight and experience, and therefore requests his election as a
Director serving as the Audit and Supervisory Committee Member.

18
Reference Documents for General Meeting of Shareholders

Convocation Notice

April 1999:

Reference Documents for
General Meeting of Shareholders

Joined Hyogo Sogo Bank

Business Report

April 1978:

Ownershipof Shares

Consolidated Financial
Statements

Career, Position and Duties at Asahi Holdings

Financial Statements

Name(Date of birth)

Audit Reports

CandidateNo.

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings
April 1983:

Joined NEC Corporation

August 1990:

Appointed as Visiting Scholar at
Stanford University

July 2004:

Appointed as Manager of NEC
Kansai Research Laboratories

April 2006:

Appointed as Professor of
Graduate School of Management,
Kyoto University (to present)

4
April 2018:
Yoshinori Hara
(July 21, 1958)
Newly Elected

Ownershipof Shares

sharesAppointed as Dean of Graduate
School of Management, Kyoto
University (to present)[Significant concurrent duties]
Dean and Professor of Graduate School ofManagement, Kyoto University

Attendance at the Board of Directors meeting: Attendance at the Audit and Supervisory Committee meeting: (Reason for nomination as a candidate for Outside Director)
Mr. Hara serves as the Dean and Professor of Graduate School of Management at Kyoto University
and his laboratory aims to develop service creative class (personnel who create services generating
high-quality added value). He has highly professional expertise and experience in all aspects ofservice innovation.
Although he has no experience of being directly engaged in corporate management, the Company
believes that he will give us useful opinions for the aforementioned reason, and therefore requests
his election as an Outside Director serving as the Audit and Supervisory Committee Member.
(Notes) 1. There are no special interests between each candidate and the Company.
2. Yuji Kimura, Kyoko Kanazawa and Yoshinori Hara are candidates for Outside Director.
3. The term of office of Yuji Kimura and Kyoko Kanazawa as Outside Director will be twoyears at the close of this Annual General Meeting of Shareholders.
4. The Company has entered into a contract with each of Yuji Kimura and Kyoko Kanazawa
that limits their liability for compensation for damages set forth in Article 423, Paragraph
1, of the Companies Act under provisions set forth in Article 427, Paragraph 1, of thesame Act. The limit amount of the liability for compensation for damages under such acontract is determined to be the minimum liability amount stipulated in Article 425,
Paragraph 1, of the Companies Act. If Yuji Kimura and Kyoko Kanazawa are reelected,
the Company intends to continue said contract with each of them. If Yoshikatsu Takeuchi
and Yoshinori Hara are newly elected, the Company intends to enter into the same
contract with each of them to limit their liability for compensation for damages.
5. The Company has notified the Tokyo Stock Exchange that Yuji Kimura and Kyoko
Kanazawa are independent board members as per the provisions of the Tokyo Stock
Exchange, and they will continue to be independent board members if this proposal isapproved and they assume the position of Outside Director. Yoshinori Hara satisfies the19
Reference Documents for General Meeting of Shareholders

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Reference Documents for
General Meeting of Shareholders

requirements of an independent board member as per the provisions of the Tokyo Stock
Exchange. Accordingly, if this proposal is approved and he assumes the position of
Outside Director, the Company intends to newly notify the Tokyo Stock Exchange that
he is an independent board member.

20
Reference Documents for General Meeting of Shareholders

(Reference)
Criteria for Independence of Outside Directors
1. Outside Directors and candidates of Outside Director of our company must be independent andneutral, which none of the following conditions applies.
(1) Person who is currently a business executing person (Note 1) of our company and our affiliates(hereinafter collectively referred to as “the Group”) or who was a business executing person ofGroup in the last 10 years(2) Person who was previously a director (except outside director) of the Group(3) Party whose main business partner is the Group or its business executing persons as stated
below(a) Business partner group (which refers to a party belonging to a consolidated group consistingof direct business partners; this being applicable hereinafter as well) that supplies products orservices to the Group, if the amount of annual trade between such business partner group andthe Group exceeds either 50 million yen or 2% of the consolidated sales (or total revenue) ofsuch business partner group(b) Business partner group to whom the Group owes debts, if the total amount of debts theGroup owes to such business partner group exceeds either 50 million yen or 2% of theconsolidated total assets of such business partner group(4) The Group’s main business partners stated below or their business executing person(a) Business partner group to whom the Group supplies products or services, if the amount ofannual trade between the Group and such business partner group exceeds either 50 million
yen or 2% of the consolidated sales of the Group(b) Business partner group who owes debts to the Group, if the total amount of debts suchbusiness partner group owes to the Group exceeds either 50 million yen or 2% of theconsolidated total assets of such business partner group(c) Financial institution group (i.e. a party belonging to a consolidated group consisting of
direct borrowers) from whom the Group borrows money, if the total amount loaned by suchfinancial institution group to the Group exceeds 2% of the consolidated total assets of Group(5) Main shareholder of the Company (i.e. a party who directly or indirectly holds the voting
rights equal to 10% or more of total voting rights) or, if such shareholder is a corporation, its
business executing person(6) Business executing person of a party to whom the Group or its director or corporate officer is alarge contributor (i.e. a party who directly or indirectly holds the voting rights equal to 10% ormore of total voting rights)(7) Party who receives a donation from the Group or its director or corporate officer in an amountexceeding either 10 million yen per annum or 2% of the sales (or total revenue) of such party or
its business executing person(8) Consultant, accounting professional including a certified public accountant, legal specialist
including lawyer, and other adviser who receives money or other properties from the Group or
its director or corporate officer in amount exceeding either 10 million yen per annum or 2% of
the sales (or total revenue) of such party in addition to the executive compensation (or, if a21
Reference Documents for General Meeting of Shareholders

(11) Party to whom any of the items (3) through (10) above has applied in the last five years(12) Family member within the second degree of relationship with any of the persons stated below
and a stakeholder who lives with any of the persons stated below within the same household(a) Party to whom any of the items (1) through (7) above applies(b) Person specified in item (8) above who has a specialized qualification, such as a certified
public accountant, lawyer, etc.
(c) Person specified in item (9) above who is a key business executing person (Note 2) and has a
specialized qualification, such as a certified public accountant(d) Business executing person specified in item (10) above who is a key business executing
person(e) Person to whom item (11) above applies
2. Independent directors must satisfy the requirements specified in the preceding paragraph and, in
addition, must not be in any circumstance where they are reasonably considered to be unable tofulfill their duties in an independent neutral position.
3. Independent directors shall endeavor to maintain their independence prescribed in these criteria
until retirement and, if they fail to maintain the independence prescribed in these criteria, shallimmediately notify the Company.
Established on November 17, 2015
Note 1: The business executing person means a director (except outside director), corporate
officer and other similar officer and employee of a corporation or other association who operates
its businesses.
Note 2: The key business executing person means such executing person as a director (except

Audit Reports

outside director), corporate officer, division manager, etc. who operates important businesses.

Convocation Noticeserves as an outside director

Reference Documents for
General Meeting of Shareholders(10) Business executing person of any other company where an executing person of the Group

Business Report(9) Person who belongs to the audit corporation that conducts a legal audit of our company

Consolidated Financial
Statements

group, a person who belongs to such group)

Financial Statements

party who receives such money or other properties is a corporation, association or any other

22
Reference Documents for General Meeting of Shareholders

Attached documents
Business Report (April 1, 2018 through March 31, 2019)
1. Current Status of the Group(1) Status of business for the fiscal year
1) Circumstances and results of business
During the consolidated fiscal year ended March 31, 2019, the Japanese economy
showed signs of recovery in personal spending with continued improvements in theemployment and income environment. Meanwhile, prospects in the international anddomestic markets remained opaque due to uncertainties in the global economy triggered bya series of natural disasters, U.S.-China trade dispute, the Brexit and other issues.
Under these conditions, the Asahi Holdings Group (the “Group”)’s results in eachbusiness segment were as follows:
Precious metal business segment
Revenue: 87,804 million yen (up 17.7% YOY)
Revenue from business in the precious metal recycling sector in Japan, South Korea andMalaysia expanded from the same period in the previous year. Also, the revenue of precious
metal refining business in North America improved over the same period a year before. As aresult of these accomplishments, revenue and operating income in this segment increased
from the same period of the previous year.
Environmental preservation business segment
Revenue: 17,197 million yen (up 5.9% YOY)
While the volume of industrial waste discharged in Japan is on a downward trend,
revenue in this segment increased from the same period of the previous year, thanks toefforts to develop new customers. Also, operating income in this segment increased from thesame period of the previous year despite the expenses incurred due to the withdrawal fromphotosensitive material business during the fiscal year.
Life & health business segment
Revenue: 23,709 million yen (down 5.3% YOY)
The construction demand remained high primarily in the Tokyo metropolitan area, which
led to a steady increase in revenue from fire-fighting and air-conditioning equipment.
However, revenue from health care equipment decreased from the same period of theprevious year. Consequently, both revenue and operating income in this segment were lower
than those in the same period of the previous year.
As a result of the above, as consolidated results of operations for the fiscal year, werecorded consolidated revenue of 128,669 million yen, operating income of 14,478 million
yen and profit attributable to owners of parent of 9,000 million yen.
Compared with the previous fiscal year, revenue increased by 12,871 million yen,operating income increased by 687 million yen and profit attributable to owners of parent
decreased by 415 million yen.

23
Status of business for the fiscal yearPrecious metal business
Environmental
preservation businessLife & health business
Other
Total

Operating
Income(Millions of yen)
11,992

Ratio (%)

YOY change(%)

87,804

68.2

17.7

17,197

13.4

5.9

3,530

23,709(42)
128,669

18.4
(0.0)
100.0

(5.3)
11.1

1,512
(2,556)
14,478

Revenue
Operating Income
ROE

128,669 million yen
14,478 million yen
13.6%

Up 11.1% YOY
Up 5.0% YOY
Down 3.7% YOY

Convocation Notice
Audit Reports

2) Capital expenditure
Capital expenditure made in the fiscal year totaled 5,709 million yen. The main expenditure
was an investment in buildings, machinery and equipment.
3) Financing
Not applicable for the fiscal year4) Assignment, absorption-type split and incorporation-type split of businessNot applicable for the fiscal year5) Acquisition of the business of other companies
Not applicable for the fiscal year6) Succession of rights and obligations pertaining to the business of other corporations,etc., through an absorption-type merger or an absorption-type split
Not applicable for the fiscal year7) Acquisition or disposal of shares or other equity or share options of other companies
Asahi Refining Florida Inc. was newly established as of January 14, 2019, which is a
subsidiary of the Company’s subsidiary, Asahi Americas Holdings, Inc.

Reference Documents for
General Meeting of Shareholders

Category

Revenue(Millions of yen)

Business Report<Breakdown of revenue and operating income>Consolidated Financial
Statements

Revenue and operating income were composed of the following:

Financial Statements

By segment, revenue in the precious metal business was 87,804 million yen, revenue inthe environmental preservation business was 17,197 million yen and revenue in the life &health business was 23,709 million yen.

24
Status of business for the fiscal year

(2) Property and profit/loss
7th term

8th term
April 1, 2016
through
March 31,2017

9th term
April 1, 2017
through
March 31,2018

10th term
April 1, 2018
through
March 31,2019
(Current
fiscal year)

IFRS

IFRS

IFRS

IFRS

April 1, 2015 throughMarch 31, 2016
Category
Japanese
GAAPNet sales /Revenue
Operating income
Profit (loss)
attributable toowners of parent
Net income pershare /
Basic earnings(loss) per share
Total assets(Millionsof yen)(Millionsof yen)118,473

119,352

106,828

115,797

128,669

8,705

6,057

2,038

13,791

14,478(Millionsof yen)

5,031

2,867

(1,213)

9,416

9,000

(Yen)

153.5487.48(37.24)270.77228.14(Millionsof yen)(Millionsof yen)103,589

101,599

88,976

131,484

160,272

Net assets /51,30048,98844,82764,43567,804
Total equity
Net assets per
share /
Equity(Yen)
1,560.21
1,490.56
1,359.02
1,627.20
1,723.16
attributable toowners of parent
per share
Notes: 1. Beginning with the 8th term, the consolidated financial statements are prepared in compliance with
IFRS. For reference, figures for the 7th term calculated in compliance with IFRS are presented
together with those in compliance with the Japanese GAAP.
2. If the presentation of account names differs between the Japanese GAAP and IFRS, both names arepresented.

25
Property and profit/loss

Japan Waste Corporation
Asahi Life & HealthCorporation
Asahi Americas Holdings,
Inc.

Major business100.0%

Precious metal business andenvironmental preservation business100.0%

Environmental preservation business100.0%

Life & health business100.0%

Precious metal business3) Specified wholly owned subsidiarya. Name and address of the specified wholly owned subsidiary
Name: Asahi Pretec Corp.
Address: 21 Uozakihamamachi, Higashinada-ku, Kobe-shi
b. Total book value of shares of the specified wholly owned subsidiary held by theCompany and wholly owned subsidiaries at the end of the fiscal year under review:
24,621 million yen
c. Total amount recorded in the assets section of the balance sheet of the Company for the
fiscal year under review:
75,394 million yen(4) Major sales offices and plants (as of March 31, 2019)
Asahi Holdings, Inc.
Main office
4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Head offices
Kobe Head Office: 4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Tokyo Head Office: 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo

Audit Reports

Asahi Pretec Corp.
Main office
21, Uozakihamamachi, Higashinada-ku, Kobe-shi
Head offices
Kobe Head Office: 4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Tokyo Head Office: 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Research laboratory The Technical Research Center (Kobe-shi)

Convocation Notice

4,480 million
yen
400 million
yen
10 million
yen
10 million
yen

Our voting
right ratio

Reference Documents for
General Meeting of Shareholders

Asahi Pretec Corp.

CapitalBusiness ReportCompany name

Consolidated Financial
Statements

1) Relationship with parent company
Not applicable2) Significant subsidiaries

Financial Statements(3) Significant parent company and subsidiaries

26
Significant parent company and subsidiaries and Major sales offices and plants

Business offices

Sales offices

PlantsOverseassubsidiaries

27
Major sales offices and plants

Kitakanto (Kitakatsushika-gun, Saitama Pref.)Nagano (Tomi-shi, Nagano Pref.)Hanshin (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)
Shikoku (Saijo-shi, Ehime Pref.)Kitakyushu (Kitakyushu-shi)
Fukuoka (Koga-shi, Fukuoka Pref.)Sapporo (Kitahiroshima-shi, Hokkaido)
Aomori (Aomori-shi)
Sendai (Miyagi-gun, Miyagi Pref.)Niigata (Sanjo-shi, Niigata Pref.)Kitakanto (Kitakatsushika-gun, Saitama Pref.)Kanto (Kawaguchi-shi, Saitama Pref.)Yokohama (Yokohama-shi)
Kofu (Chuo-shi, Yamanashi Pref.)Shizuoka (Yaizu-shi, Shizuoka Pref.)Nagoya (Komaki-shi, Aichi Pref.)Hokuriku (Toyama-shi)
Hanshin (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)
Okayama (Okayama-shi)
Hiroshima (Hiroshima-shi)
Shikoku (Saijo-shi, Ehime Pref.)Fukuoka (Koga-shi, Fukuoka Pref.)Kagoshima (Kagoshima-shi)
Okinawa (Itoman-shi, Okinawa Pref.)Saitama (Kitakatsushika-gun, Saitama Pref.)Nagano (Tomi-shi, Nagano Pref.)Amagasaki (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)
The Technical Research Center (Kobe-shi)Ehime (Saijo-shi, Ehime Pref.)Kitakyushu (Kitakyushu-shi)
Kitakyushu Hibiki (Kitakyushu-shi)
Fukuoka (Koga-shi, Fukuoka Pref.)Asahi G&S Sdn. Bhd. (Malaysia)
Asahi Pretec Korea Co., Ltd. (Korea)

Reference Documents for
General Meeting of Shareholders

Convocation NoticeJapan Waste Corporation
Main office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Head office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Business office
Saitama (Kawaguchi-shi, Saitama Pref.)Yokohama (Yokohama-shi)
Shonan (Koza-gun, Kanagawa Pref.)PlantsYokohama (Yokohama-shi)
Ogimachi Center (Kawasaki-shi)
Samukawa (Koza-gun, Kanagawa Pref.)Subsidiaries in Japan JW Chemitech Co., Ltd. (Kawaguchi-shi, Saitama Pref.)Taiyo Chemical Co., Ltd. (Kagoshima-shi)
Fuji Rozai Co., Ltd. (Ota-ku, Tokyo)
JW Glass Recycling Co., Ltd. (Koto-ku, Tokyo)

Consolidated Financial
Statements

Business Report

Asahi Life & Health Corporation
Main office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Head office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Subsidiaries in Japan INTER CENTRAL, INC. (Takizawa-shi, Iwate Pref.)
KOEIKOGYO CO., LTD. (Yokohama-shi)
FUJI MEDICAL INSTRUMENTS MFG. CO., LTD. (Osaka-shi)Overseas
Fujiiryoki, inc. (the U.S.)
subsidiaries

Audit Reports

Financial Statements

Asahi Americas Holdings, Inc.
Main office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Head office7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Overseas
Asahi Refining USA Inc. (the U.S.)
subsidiaries
Asahi Refining Canada Ltd. (Canada)
Asahi Refining Florida Inc. (the U.S.)

28
Major sales offices and plants

(5) Principal businesses (as of March 31, 2019)
The Group is mainly engaged in the precious metal business, the environmental
preservation business and the life & health business.
1) Precious metal businessWe collect scraps containing precious metals which are yielded from a variety of fields andrecycle them.
In North America, we refine gold and silver from mines.
○ Collection/reproduction and processing of precious metals (gold, silver, palladium,
platinum, etc.) and other metals and refining of precious metals○ Purchase and sales of precious metals and other metals○ Manufacturing and sales of precious metal products
2) Environmental preservation businessWe detoxify and properly dispose of each type of industrial waste.
○ Collection and transportation of industrial waste○ Intermediate treatment of industrial waste (detoxification, appropriate disposal,
reuse, reduce, and recycle)
3) Life & health businessWe provide equipment and systems for better life and health.
○ Manufacturing and sales of healthcare products (massager, hearing aids, electricaltherapy apparatus for household use, and electrolytic hydrogen water generator)○ Design and construction of radiant air-conditioning system and manufacturing andsale of heating equipment○ Design, construction and maintenance of facilities for fire-prevention, airconditioning and sanitation29
Principal businesses

2) Employees of the Company
Number of employees

Change from the endof previous fiscal year

Average age

54 (2)+4 (2)

41 years and9 months

Average length ofservice
4 years and5 months(Note) The number of employees refers to the number of workers (excluding the staff seconded
from the Company to companies outside the Company but including staff seconded
from companies outside the Company to the Company) and for the number of parttimers and fixed-term employees, annual average number of persons are shown
separately in brackets.

(7) Major financial institutions with loans to the Company (as of March 31, 2019)
Financial institutions
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Syndicated loan
Resona Bank, Limited
The Minato Bank, Ltd.

Loan amount
22,181 million yen
22,081 million yen
19,085 million yen
300 million yen
100 million yen(Note) The syndicated loan is extended by two banks with MUFG Bank, Ltd. as the lead bank.

(8) Other important matters relating to the current state of the GroupNot applicable(9) Challenges to be addressed
1) Precious metal business segment
As it is the Group’s core business, the Group will take the following measures to expand
earnings in this segment.
○ Improve treatment and refining processes for higher quality, lower cost and higher
efficiency.
○ Realize production and sales of high value-added precious metal products.

30
Employees, Major financial institutions with loans to the Company,
Other important matters relating to the current state of the Group and Challenges to be addressed

Convocation Notice
Reference Documents for
General Meeting of Shareholders(Note) The number of employees refers to the number of workers (excluding the staff seconded
from the Group to companies outside the Group but including staff seconded fromcompanies outside the Group to the Group) and for the number of part-timers and fixedterm employees, annual average number of persons are shown separately in brackets.

Business Report

Change from the end of previous fiscal year
+114 (down 89)

Consolidated Financial
Statements

Number of employees
2,042 (613)Financial Statements

1) Employees of the Group

Audit Reports(6) Employees (as of March 31, 2019)

○ Promote the business globally and establish our position as the world’s leading brand.
2) Environmental preservation business segment
As a stable growth business of the Group, we will manage the segment’s business with anemphasis on growth and profitability. The Group will take the following measures to increase
earnings in this segment.
○ Enhance our capabilities for recycling and treating waste that is difficult to treat, andestablish a brand that can surpass competitors.
○ Expand our business through appropriate capital investments and strengthen ourrevenue base.
○ Link organically the network of Group companies across the country and expand thescope of our operations.
3) Life & health business segment
In April 2018, we established Asahi Life & Health Corporation to oversee this segment.
With this company at the core, we will achieve synergy effects between subsidiaries in thissegment by improving the efficiency of operations and management in this segment. The
Group will take the following measures to expand earnings in this segment.
○ In order to accurately identify and respond to the needs of consumers, capture customer
needs and incorporate them into products with IT, and establish brand awareness notjust in Japan, but as a global brand.
○ Take advantage of the made-in-Japan brand to accelerate enhance overseas expansion.

■ The 8th Mid-term Business Plan (the 10th fiscal term to the 12th fiscal term)
Slogan: Building a global company that pursues originality and growth
Basic Policy:
1. Building a new business foundation that will support the coming era
2. Improving productivity and work styles utilizing information processing technology
3. Sharing the Asahi Way with all employees group-wide
Our Vision for 70th Anniversary of Our Founding:● Precious metal business: Be the number one precious metal refining in the world● Environmental preservation business: Be a leader in the environmental business in Japan● Life & health business: Be the world's number one brand in the healthcare products business
Progress Reports of the First Year of Mid-term Business Plan:
In the 8th Mid-term Business Plan, focusing on the vision for 70th anniversary of our founding foreach business, we promote activities to grow over the medium to long-term while maintaining the
profitability.
As the performance of the first year has shown solid growth, we are progressing at a good rate
toward an achievement of the plan.
We will strive further to achieve the goals of the 8th Mid-term Business Plan.

31
Challenges to be addressedPrecious Metal Business

Environmental Preservation
Business

Precious Metal Products

Proper disposal and recycle ofindustrial waste
We contribute to realization ofa recycling-oriented society byproperly disposing andrecycling a wide variety ofindustrial waste.

Reducing CO2 emissions
Through initiatives such as energy
conservation activities, transitioning to
next-generation
automobiles,
andtransitioning to low CO2 emission power
plants, we will work toward reducing
CO2 emissions across the Group.

12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION

7 AFFORDABLE AND
CLEAN ENERGY

13 CLIMATE ACTION

12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION

15 LIFE ON LAND

13 CLIMATE ACTION

17 PARTNERSHIPSFOR THE GOALS

32
Challenges to be addressed

Convocation Notice
Consolidated Financial
Statements

9 INDUSTRY,INNOVATION AND
INFRASTRUCTURE

4

Financial Statements

SDGs Key Themes
1
Expanding precious metal recycling
The further utilize effectively limited
earth resources, we will globally expand
and promote precious metal recycling.

Various healthcare products,
air-conditioning facilities, anddisaster prevention equipment
We meet the needs of thesociety including rising healthawareness by providing
equipment and systems tomaintain better life and health.

Audit Reports

We contribute to effective useof resources and developmentof industries by recycling
precious metals that are
indispensable for
manufacturing now.

Life & Health Business

Reference Documents for
General Meeting of Shareholders

What is Asahi Holdings SDGs:
Adopted in 2015 at the United Nations, the Sustainable Development Goals (SDGs) seek to addressa wide range of issues related to the economy, society and the environment.
The Group works toward the goals described below, among 17 goals set by SDGs, through ourbusinesses.

Business Report■ Reference: Initiatives for the achievement of SDGs
Doing our part to protect the natural environment and resources

2

Precious metal provision that is safe forpeople, society, and the environment
Through raw materials that do notinclude conflict minerals and provisionof precious metals produced from scrap
containing
precious
metalsinconsideration of human rights and theenvironment, we will contribute todevelopment of a sustainable society.

5

Enriching foundations for active humanresources
Through workstyle reforms, healthmanagement, and diversity promotion,
we will work to raise job satisfaction byenriching foundations to allow fordiverse human resources to take activeroles.
3 GOOD HEALTH AND
WELL-BEING

8 DECENT WORKAND ECONOMICGROWTH

4 QUALITYEDUCATION

12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION

5 GENDER EQUALITY
16 PEACE, JUSTICEAND STRONG
INSTITUTIONS
8 DECENT WORK AND
ECONOMIC GROWTH

3

Expanding waste recycling
We will work to expand waste recycling
as experts in waste processing, working
toward realizing a sustainable recyclingoriented society.
6 CLEAN WATER AND
SANITATION

9 INDUSTRY,INNOVATION AND
INFRASTRUCTURE
11 SUSTAINABLE
CITIES ANDCOMMUNITIES
12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION
14 LIFE BELOW
WATER

15 LIFE ON LAND

33
Challenges to be addressed

6

Encouragement and support for SDG
activities
We will encourage and support
extracurricular activities that contributeto SDGs such as individual and group
volunteer work as “Asahi Group
Holdings SDGs Activities.”Audit and Supervisory
Committee

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Audit Reports

Nominating
Committee/
Compensation
Committee

Business Report

Board of Directors

The Board of Directors of the Group consists of the Executive Directors
who are familiar with the fields of businesses, technology andmanagement and the Outside Directors who have the diversified expert
knowledge necessary for the corporate management. In order to carry out
an effective and active discussion at the Board of Directors meeting, thenumber of Directors is nine (9) including three (3) Independent Outside
Directors. All Directors actively exchange opinions freely concerning
important subjects, such as the Group’s management strategies andbusiness plan.
The Group has adopted a company with an Audit and Supervisory
Committee as a form of organization under the Companies Act andappoints three (3) Independent Outside Directors.
As a result, we enhance the function to supervise the Board of Directors,
and realize rapid decision-making by delegating determination ofimportant business operations to the Executive Directors, to raisemanagement efficiency.
We have established the “Compensation Committee” and “Nominating
Committee” that respectively consist of three (3) members including two(2) Independent Outside Directors as an advisory body of the Board of
Directors in order to further enhance corporate governance by securingtransparency, fairness and objectivity in appointing and dismissing the
Directors and key management candidates and determining the amount ofcompensation of Directors.

Consolidated Financial
Statements

To establish corporate governance and have it work effectively is a corporate social responsibility
and contributes to more efficient and transparent management as well as to sustainable corporate
value growth.
The Group will build our corporate governance that will respond to the confidence of shareholders,business partners, employees, local communities and other various stakeholders so as to fulfill oursocial mission and responsibility as a listed company. Also, we will develop a “corporate governancestructure” that will promptly respond to the management environment changes with emphasis oncompliance, aiming at sustainable corporate value growth.

Financial Statements■ Reference: Corporate Governance Structure
Basic Policies for Corporate GovernanceCorporate Governance Policies, etc. can also be found on the Company’s website:
https://www.asahiholdings.com/ir/library/governance/

34
Challenges to be addressedCorporate Governance Structure
General Meeting of Shareholders
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

Board of Directors (9 Directors)

5 Directors with executive
authority over operations

Audit/Supervisory

Audit and Supervisory
Committee
4 Directors(including 3 Independent
Outside Directors)

Inquiry/
Reply

Nominating Committee,
Compensation Committee
3 Directors for each

Internal Audit(including 2 Independent
Outside Directors)
AssistRepresentative
Director

Collaboration

Direction/Report

Group Business
Execution Meeting

Audit andSupervisory
Committee
Secretariat

Accounting Auditor

Collaboration
Supervisory/
Appointment/
Dismissal

Audit Division
Collaboration

Internal Control Promotion Meeting
Safety Management Meeting

Internal Audit

Each Department and Group Companies

Evaluation of the Effectiveness of the Entire Board of Directors
Since the fiscal year ended March 31, 2016, we started the evaluation of the effectiveness of theBoard of Directors to see whether the entire Board of Directors functions appropriately. Overview of
Evaluation Results is disclosed on the Company’s website.

35
Challenges to be addressed129,000,000 shares
1) Number of shares authorized:
39,854,344 shares
2) Number of shares issued:
16,105
3) Number of shareholders:
4) Major shareholders (top 10 shareholders)Number ofshares held(Thousands ofshares)Percentage ofshares held(%)

Japan Trustee Services Bank, Ltd. (Trust account)

4,050

10.17

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

2,747

6.90

TERA ENTERPRISES Co., Ltd.

1,150

2.89

887

2.23

843

2.12

Masamichi Terayama

802

2.01

GOVERNMENT OF NORWAY

765

1.92

Asahi Employee Stock Ownership Plan

733

1.84

Japan Trustee Services Bank, Ltd. (Trust account 5)

726

1.82

K&M Co., Ltd.

700

1.76

Shareholders

Mitsuharu Terayama
STATE STREET BANK AND TRUSTCOMPANY 505025

15,417 thousand shares (38.69%)
12,069 thousand shares (30.28%)
8,564 thousand shares (21.49%)
2,784 thousand shares (6.99%)
1,017 thousand shares (2.55%)

Financial Statements

Shareholder Distribution
Individuals, Others
Financial Institutions
Foreign Corporations, etc.
General Corporations, Other Corporations
Securities Companies

Consolidated Financial
Statements(Note) Percentage of shares held is calculated by excluding treasury stock.

Business Report(1) Shares (as of March 31, 2019)

Reference Documents for
General Meeting of Shareholders

Convocation Notice

2. Current state of the Company

The Number of Shares: 39,854 thousand shares(2) Stock options, etc.

Audit Reports

Not applicable

36
Shares and Stock options, etc.

(3) Board members and corporate officers
1) Directors (as of March 31, 2019)
Position
Chairman & CEO

Name
Mitsuharu Terayama

Representative Director andPresident

Tomoya Higashiura

Director

Yoshikatsu Takeuchi

Director

Amane Kojima

Director

Hiroyuki Nakanishi

Director/Audit and Supervisory
Committee Member
Director/Full-Time Audit andSupervisory Committee Member

Director, Asahi Pretec Corp.
Representative Director andPresident, Asahi Americas Holdings,
Inc.
Director and Chairman, Japan Waste
Corporation
Director and Chairman, Asahi Life &Health Corporation
General Manager of Accounting
Division
Corporate Auditor, Asahi Pretec
Corp.
Director, Asahi Americas Holdings,
Inc.
Representative Director andPresident, Asahi Pretec Corp.

Shoji Morii
Yukio Tanabe

Director/Audit and Supervisory
Committee Member

Yuji Kimura

Director/Audit and Supervisory
Committee Member

Kyoko Kanazawa(Notes)Responsibility and importantconcurrent assignment

Executive Director and General
Manager of Tokyo Office, Global
Environment Centre Foundation
LawyerOutside Director, Tokushu Tokai
Paper Co., Ltd.

1. According to a resolution at the meeting of the 6th Annual General Meeting of
Shareholders held on June 16, 2015, the Company made a transition to a Board with
Audit and Supervisory Committee as of the same date.
2. Directors/Audit and Supervisory Committee Members Shoji Morii, Yuji Kimura andKyoko Kanazawa are Outside Directors.
3. Director/Full-Time Audit and Supervisory Committee Member Yukio Tanabe has
longtime experience of accounting of the Company and possesses extensive expertise infinance and accounting.
4. The Company has a full-time Audit and Supervisory Committee Member to enhance theeffectiveness of audits including information gathering and strengthen its auditing andsupervisory functions.
5. The Company designated Directors/Audit and Supervisory Committee Members Shoji

37
Board members and corporate officers

Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report3) Description of the limited liability contract
The Company and each Director (excluding any Director with executive authority over
operations, etc.) signed a contract that limits the liability for compensation for damage set
forth in Article 423, Paragraph 1 of the Companies Act under provisions set forth Article
427, Paragraph 1 of the same Act.
The limit amount of the liability for compensation for damage under such a contract isdetermined to be the minimum liability amount stipulated in Article 425, Paragraph 1 of
the Companies Act.

Convocation Notice2) Directors and Corporate Auditors who resigned during the fiscal year
At the conclusion of the 9th Annual General Meeting of Shareholders held on June 19,
2018, Director Kazuo Kawabata retired due to expiration of his term of office.

Reference Documents for
General Meeting of Shareholders

Morii, Yuji Kimura and Kyoko Kanazawa as independent board members under theprovisions of the Tokyo Stock Exchange, and filed such status with the exchange.

38
Board members and corporate officers

4) Compensation, etc., for Directors
Total compensation, etc., for the fiscal year
Category
Directors not serving as an Audit andSupervisory Committee Member(Outside Director)
Directors serving as an Audit andSupervisory Committee Member(Outside Directors)
Total(Outside Directors)

Number of persons
subject to payment

Payment amount6(0)

134 million yen
(0)

4
(3)

30 million yen
(18)

10
(3)

165 million yen(18)(Notes) 1. The amount of compensation for Directors not serving as an Audit and Supervisory
Committee Member does not include the employee salaries of Directors who serve
concurrently as employees.
2. At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was
resolved that the limit of compensation for Directors not serving as Audit andSupervisory Committee Members be up to an annual 200 million yen (notincluding the portion of salary as employees) and that the limit of compensation for
Directors serving as Audit and Supervisory Committee Members be up to anannual 100 million yen.
3. The above amounts of compensation include the 40 million yen compensation
based on the performance-based stock compensation plan for Directors, which wasapproved at the 6th Annual General Meeting of Shareholders held on June 16, 2015,
and granted to six (6) Directors (excluding Directors serving as the Audit andSupervisory Committee Members) for the fiscal year under review.
4. The above amounts of compensation do not include the 28 million yen provision ofreserve for the performance-based stock compensation plan for five (5) Directors(excluding Directors serving as the Audit and Supervisory Committee Members),
which was approved at the 9th Annual General Meeting of Shareholders held on
June 19, 2018, and recorded for the fiscal year under review.

39
Board members and corporate officers

Director(Audit andSupervisory
Committee
Member)Yuji Kimura

Director(Audit andSupervisory
Committee
Member)

Kyoko
Kanazawa

Convocation Notice
Reference Documents for
General Meeting of Shareholders

Shoji Morii

He attended all the meetings of the Board of Directors
and the Audit and Supervisory Committee held during the
fiscal year. He has expertise and experience related to
management, including finance, and has been submitting
advice / recommendations to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters.
He attended all the meetings of the Board of Directors
and the Audit and Supervisory Committee held during the
fiscal year. He has considerable expertise and experiencein environmental preservation, including waste treatment
and recycling and has been submitting advice /recommendations to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters.
She attended all the meetings of the Board of Directors
and the Audit and Supervisory Committee held during the
fiscal year. She has been submitting advice /recommendations to ensure the validity andappropriateness of making decisions on deliberations ofagenda and other matters from the highly professional
viewpoint for laws as a lawyer.

Audit Reports

Director(Audit andSupervisory
Committee
Member)Activities

Business Report

Name

Consolidated Financial
Statements

Category

Financial Statements

5) Matters related to outside board members(i) Important concurrent assignment at other corporations, etc., and relationship between the
Company and the other corporations, etc.
- Director/Audit and Supervisory Committee Member Yuji Kimura serves as the
Executive Director and General Manager of Tokyo Office, Global Environment
Centre Foundation. There are no special relationships between the Company and thecorporation where he has the concurrent assignment.
- Director/Audit and Supervisory Committee Member Kyoko Kanazawa serves as theOutside Director of Tokushu Tokai Paper Co., Ltd. There are no special relationships
between the Company and the corporation where she has the concurrent assignment.
(ii) Kinship with a person executing business or an officer not executing business of theCompany or specified related business operators of the Company
Not applicable(iii)Main activities in the fiscal year

40
Board members and corporate officers

(4) Accounting Auditor
1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc., for the Accounting Auditor(i) Amount to be paid by the Company(ii) Total amount of money to be paid by the Company
and the Company’s subsidiaries and other benefits
on property

Amount of compensation, etc.
31 million yen
55 million yen(Notes) 1. In the agreement between the Company and the Accounting Auditor, the amount ofcompensation, etc., for audit under the Companies Act and the amount ofcompensation, etc., for audit under the Financial Instruments and Exchange Act are
not separated and may not be separated actually. Therefore, the total of thoseamounts is stated for the amount in (i) above.
2. The Audit and Supervisory Committee provided its consent to the amount ofcompensation, etc., for the Accounting Auditor based on its verification asnecessary of its auditing plan, the status of its execution of duties of accounting
audits and the appropriateness of the basis for calculating its estimates.
3) Description of Non-Audit Services
The Company entrusts services concerning the preparation of comfort letters to the
Accounting Auditor, and pays fees in relation to such services.
4) Policy for determining the dismissal or the refusal of reappointment of the Accounting
Auditor
When it is found that the Accounting Auditor falls under the items set forth in any of itemsof Article 340, Paragraph 1 of the Companies Act, the Audit and Supervisory Committee
will dismiss the Accounting Auditor in accordance with the consent of all Audit andSupervisory Committee Members. In this case, the Audit and Supervisory Committee
Member appointed by the Audit and Supervisory Committee will report the fact of thedismissal of the Accounting Auditor and reasons for the dismissal at the General Meeting of
Shareholders convened for the first time after the dismissal.
When it is deemed necessary to change the Accounting Auditor in consideration of thestatus of the execution of its duties, the Company’s auditing system and other factors, theAudit and Supervisory Committee will determine the content of a proposal concerning thedismissal or the refusal of reappointment of the Accounting Auditor to be submitted to a
General Meeting of Shareholders.

41
Accounting Auditor

Dividend policy: The Company will maintain a payout ratio of 50% or more of
consolidated net profit.
We position the return of profits to shareholders as a key issue.
The Company had it our basic policy to pay out dividends twice a year, an interim dividend
and a year-end dividend, maintaining a payout ratio reflecting consolidated net profit of“30% or more”. However, the Company raised the payout ratio set in the policy to “50% ormore”, to further increase the return of profits to shareholders.

Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Starting from the fiscal year 2018, the Company introduced a special benefit plan forshareholders.

Convocation Notice

Reference Documents for
General Meeting of Shareholders(5) Policy to determine the distribution, etc., of surplus

42
Policy to determine the distribution, etc., of surplus

Consolidated Financial Statements
Consolidated Statement of Financial Position (as of March 31, 2019)(Millions of yen)Account

AmountASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income tax receivables
Other financial assets
Other current assets

113,790
16,297
66,48925,191
1,515
389
3,906

Account
LIABILITIESCurrent liabilities
Trade and other payables
Loans payable
Income tax payable
Other financial liabilities
Provisions
Other current liabilities
Non-current liabilities
Loans payableNon-current assets
46,482
Property, plant and equipment
36,083
Deferred tax liabilities
Goodwill
8,243
Net defined benefit liability
Intangible assets
697
Other financial liabilities
Deferred tax assets
873
Total liabilities
Net defined benefit asset
47
EQUITY
Equity attributable toFinancial assets
498
owners of parent
Other non-current assets
39
Capital stock
Capital surplus
Treasury stock
Retained earnings
Other components of equity
Total equity
160,272
Total liabilities and equity
Total assets(Note) Amounts less than one million yen are omitted.

43Consolidated Statement of Financial Position

Amount70,573
17,16944,712
2,405
1,537
1,207
3,540
21,89519,085
1,360
157
1,291
92,46867,804
7,790
10,353(955)
55,547(4,931)67,804160,272

128,669(99,159)
29,509(14,959)
219
(290)
33
(1,106)(15,030)
14,478(1,073)
13,405(4,404)
9,000
9,000
－

Audit Reports

Financial Statements

Consolidated Financial
Statements

Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income
Other operating expenses
Operating income
Finance income
Finance cost
Profit before tax
Income tax expenses
ProfitProfit attributable to:
Owners of parent
Non-controlling interests(Note) Amounts less than one million yen are omitted.

AmountReference Documents for
General Meeting of Shareholders

Account

Business Report(Millions of yen)

Convocation Notice

Consolidated Statement of Income (April 1, 2018 to March 31, 2019)44
Consolidated Statement of Income

Consolidated Statement of Changes in Equity (April 1, 2018 to March 31, 2019)(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Translation
CapitalTreasury
Retained
adjustments
Cash flow
surplusstockearnings
of foreign
hedgesoperations

Capitalstock
Balance at April 1,
2018
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Disposal of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions withownersBalance at March 31,
2019

7,790

10,381(386)

50,282(3,624)

(34)

(112)

(1,168)(112)(1,168)

9,000

－

－

－

9,000

(744)
24

70
(3,667)
(68)

(52)

104

－

(27)

(568)

(3,736)

－

－

7,790

10,353(955)

55,547(3,737)(1,203)(Note) Amounts less than one million yen are omitted.

45
Consolidated Statement of Changes in Equity

(3,632)

64,43564,435

－

9,000

9,000

(17)

(69)

(1,367)(1,367)(1,367)

(17)

(69)

(1,367)

7,633

7,633

－

(744)

(744)

－

95

95

－

(3,667)(3,667)

68

－

－

－

52

52

(0)

69

(0)

69

68

(4,264)(4,264)8－(4,931)67,80467,804

Reference Documents for
General Meeting of Shareholders－

Business Report

27

Total

Consolidated Financial
Statements

Balance at April 1,
2018
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Disposal of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions
with owners
Balance at March 31,
2019

Convocation Notice(Millions of yen)
Equity attributable to owners of parent
Other components of equity
FinancialassetsRemeasuremeasured at
Total
ments offair value
Total
definedthrough otherbenefit planscomprehensive income

Audit Reports

Financial Statements(Note) Amounts less than one million yen are omitted.

46
Consolidated Statement of Changes in Equity

Financial Statements
Balance Sheet (as of March 31, 2019)(Millions of yen)Account

AmountASSETS
Current assets

42,127

Cash and deposits

9,863

Short-term loans to affiliatedcompanies

48,061

Income taxes receivable

1,324

Other

21

Allowance for doubtful
accounts(17,142)

Non-current assets

33,266

Property, plant andequipment

5,660

Buildings

2,304

Tools, equipment andfixtures
Land

1
3,355

Intangible assets

30

Software30

Investments and otherassetsShares of affiliatedcompanies

27,57427,519Deferred tax assets

55

Other

0

Total assets

75,394

Account
LIABILITIESCurrent liabilities
Short-term loans payable
Accounts payable-otherAccrued expenses
Provision for bonuses
Provision for directors’
bonuses
Other
Non-current liabilities
Long-term loans payable
Provision for stocks payment
Provision for management
board incentive plan trust
Other
Total liabilities
NET ASSETS
Shareholders’ equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings
carried forward
Treasury stock
Total Net Assets
Total Liabilities and Net
Assets(Note) Amounts less than one million yen are omitted.

47
Balance Sheet

Amount
223
100
30
26
16
38
12
20,387
20,3041228
42
20,61154,782
7,790
27,651
9,364
18,287
20,295
20,295
20,295(955)
54,78275,394

459
6,902

2

2

0

0
6,905

86
(5)

80
6,824

Reference Documents for
General Meeting of Shareholders

26
433

317

Business Report

151
162
4

Audit Reports

Financial Statements

Operating revenue
Operating expenses
Operating income
Non-operating income
Interest income
Guarantee commission received
Other
Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Ordinary income
Extraordinary gain
Gains on sale of non-current assets
Extraordinary loss
Loss on retirement of non-current assets
Net profit before income taxes
Income taxes-current
Income taxes-deferred
Net profit(Note) Amounts less than one million yen are omitted.

Consolidated Financial
Statements

Account(Millions of yen)Amount
8,429
1,385
7,044

Convocation NoticeStatement of Income (April 1, 2018 to March 31, 2019)48
Statement of Income

Statement of Changes in Net Assets (April 1, 2018 to March 31, 2019)(Millions of yen)
Shareholders’ equity
Capital surplus
Retained earnings
Other retained
earnings
CapitalOther capitalreserve
surplusRetained earnings
carried forward

Capitalstock
Balance atApril 1, 2018
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 2019

7,790

9,364

17,174

(386)

Total
shareholders’equity52,241(3,703)(3,703)

6,824

6,824

(11)

(744)

(744)

175

163

－

－

(11)

3,121

(568)

2,540

7,790

9,364

18,287

20,295(955)

54,782

Total net
assetsBalance atApril 1, 2018
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 201918,299Treasurystock

52,241(3,703)
6,824
(744)
163
2,540
54,782(Note) Amounts less than one million yen are omitted.

49
Statement of Changes in Net Assets

Pursuant to Article 444, paragraph 4 of the Companies Act, we have audited the consolidated
financial statements, namely the consolidated statement of financial position, the consolidated
statement of income, and the consolidated statement of changes in equity, and the basis of preparing
consolidated financial statements and other notes of Asahi Holdings, Inc. for the consolidated fiscal
year from April 1, 2018 to March 31, 2019.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial
statements in conformity with the provision of the second sentence of Article 120, Paragraph 1 of theRules of Corporate Accounting, which allows partial omission of the disclosures required by thedesignated international accounting standards. This includes the improvement and application of theinternal control that management deemed necessary to prepare and fairly present consolidated
financial statements that are free from material misstatements caused by fraud or error.
Auditors’ Responsibility
Our responsibility is to express independent opinions on consolidated financial statements based on
our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we draw up a plan and perform the audit pursuant to the plan to obtainreasonable assurance about whether the consolidated financial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the consolidated financial statements. Audit procedures are selected and applied depending on
auditor judgment on the basis of the assessment of the risks of material misstatements of theconsolidated financial statements arising from fraud or error. The purpose of the audit of theconsolidated financial statements is not to express an opinion on the validity of internal control, but
in assessing the risks, the auditors consider internal control relevant to the preparation and fairpresentation of the consolidated financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the accounting policies adopted
by management, application methods therefor and estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

50
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Convocation Notice
Reference Documents for
General Meeting of Shareholders

Hiroaki Hono

Business Report

Toshinari
TakenoConsolidated Financial
Statements

May 7, 2019
To the Board of Directors of
Asahi Holdings, Inc.
Ernst & Young ShinNihon LLC
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Financial Statements

Independent Auditor’s Report

Audit Reports

Audit Reports
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Audit Opinion
In our opinion, the above consolidated financial statements prepared in conformity with theprovision of the second sentence of Article 120, Paragraph 1 of the Rules of Corporate Accounting,which allows partial omission of the disclosures required by the designated international accounting
standards, present fairly, in all material respects, the assets as well as income and losses in the period
pertaining to consolidated financial statements of the corporate group which consists of Asahi
Holdings, Inc. and its consolidated subsidiaries.
Interests
There are no interests between the Company and us or engagement partners, which should be statedin compliance with the Certified Public Accountants Act.

51
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Pursuant to Article 436, paragraph 2, item 1 of the Companies Act, we have audited the financial
statements, namely the balance sheet, the statement of income, and the statement of changes in net
assets of Asahi Holdings, Inc. for the 10th fiscal year from April 1, 2018 to March 31, 2019,
including notes to non-consolidated financial statements and supplementary schedules thereto.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of financial statements andsupplementary schedules thereto in conformity with corporate accounting principles generally
accepted in Japan. This includes the improvement and application of the internal control thatmanagement deemed necessary to prepare and fairly present financial statements and supplementaryschedules thereto that are free from material misstatements caused by fraud or error.
Auditors’ Responsibility
Our responsibility is to express independent opinions on financial statements and supplementaryschedules thereto based on our audit. We conducted our audit in accordance with auditing standards
generally accepted in Japan. Those standards require that we draw up a plan and perform the audit
pursuant to the plan to obtain reasonable assurance about whether the financial statements and the
supplementary schedules thereto are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements and the supplementary schedules thereto. Audit procedures are selected
and applied depending on auditors’ judgment on the basis of the assessment of the risks of material
misstatements of the financial statements and the supplementary schedules thereto arising from fraud
or error. The purpose of the audit of the financial statements and the supplementary schedules thereto
is not to express an opinion on the validity of internal control, but in assessing the risks, the auditors
consider internal control relevant to the preparation and fair presentation of the financial statements
and the supplementary schedules thereto in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the accounting policies adopted by management,
application methods therefor and estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

52
Transcript of Accounting Auditor’s audit report

Reference Documents for
General Meeting of Shareholders

Hiroaki Hono

Business Report

Toshinari
TakenoConsolidated Financial
Statements

To the Board of Directors of
Asahi Holdings, Inc.
Ernst & Young ShinNihon LLC
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Financial Statements

May 7, 2019

Audit Reports

Independent Auditor’s Report

Convocation NoticeTranscript of Accounting Auditor’s audit reportAudit Opinion
In our opinion, the financial statements and the supplementary schedules thereto referred to theabove present fairly, in all material respects, the assets as well as income and losses in the period
pertaining to such financial statements and the supplementary schedules thereto in conformity withcorporate accounting principles generally accepted in Japan.
Interests
There are no interests between the Company and us or engagement partners, which should be statedin compliance with the Certified Public Accountants Act.

53
Transcript of Accounting Auditor’s audit report2) Each Audit and Supervisory Committee Member monitored and verified whether the
Accounting Auditor maintained its independence and properly conducted its audit, received areport from the Accounting Auditor on the status of its performance of duties including its
auditing plan, results of quarterly review, results of audit at the end of the period and others,
and requested explanations as necessary. Each Audit and Supervisory Committee Member
was notified by the Accounting Auditor that it had established a “system to ensure that theperformance of duties of the Accounting Auditor was properly conducted” (the matters listed
in the items of Article 131 of the Rules of Corporate Accounting) in accordance with the“Quality Control Standards for Audits” (Business Accounting Council on October 28, 2005),
and requested explanations as necessary.
Based on the above-described methods, each Audit and Supervisory Committee Member
examined the business report and the supplementary schedules thereto, the financial statements(balance sheet, statements of income and statements of changes in net assets and notes to nonconsolidated financial statements) and the supplementary schedules thereto, as well as theconsolidated financial statements (consolidated statement of financial position, consolidated
statements of income and consolidated statements of changes in equity and notes to consolidated

54
Transcript of Audit and Supervisory Committee’s audit report

Reference Documents for
General Meeting of Shareholders
Business Report

1) In conformity with the Audit and Supervisory Committee Auditing Standards established by
the Audit and Supervisory Committee, in accordance with the audit policies and important
audit items, and in cooperation with the internal audit division and internal control division,
each Audit and Supervisory Committee Member attended important meetings, received
reports on the status of performance of duties from the directors and other employees andrequested explanations as necessary, examined important approval documents, etc., andinspected the status of the corporate affairs and assets of the Company. In addition, opinions
were exchanged with Chairman & CEO and Representative Director and President. Regarding
the Company’s major subsidiaries, the processes of determining the execution of business
operations were investigated by attending important meetings, receiving reports on businesses
and requesting explanations as necessary.

Consolidated Financial
Statements

1. Method and Content of Audit
The Audit and Supervisory Committee received reports periodically from directors and employees
about the details of Board of Directors’ resolutions concerning the matters set forth in Article 39913, Paragraph 1, Item 1 (b) and (c), of the Companies Act, as well as the establishment andapplication of the internal control systems based on such resolutions, and then requested
explanations as necessary, expressed opinions and conducted audits by the following methods.

Financial Statements

The Audit and Supervisory Committee audited the directors’ performance of their duties during the10th fiscal year (from April 1, 2018 to March 31, 2019), and hereby reports the method and resultsof the audit as follows.

Audit Reports

Audit Report

Convocation NoticeTranscript of Audit and Supervisory Committee’s audit reportfinancial statements), for the fiscal year under review.
2. Results of Audit(1) Results of audit of business report, etc.
(i) We acknowledge that the business report and the supplementary schedules thereto fairly
present the status of the company in conformity with the applicable laws and regulations
and the Articles of Incorporation of the company.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or
regulation or the Articles of Incorporation of the company was found with respect to thedirectors’ performance of their duties.
(iii)We acknowledge that the Board of Directors’ resolutions with respect to the internal control
systems are appropriate. We did not find any matter to be mentioned with respect to thedescriptions in the business report and directors’ performance of their duties concerning theinternal control systems.
(2) Results of audit of financial statements and supplementary schedules thereto
We acknowledge that the methods and results of audit performed by the Accounting Auditor,
Ernst & Young ShinNihon LLC, are appropriate.
(3) Results of audit of consolidated financial statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor,
Ernst & Young ShinNihon LLC, are appropriate.
May 8, 2019
Audit and Supervisory Committee, Asahi Holdings, Inc.
Chairman:
Shoji Morii
Full-time Audit and Supervisory Committee Member: Yukio Tanabe
Audit and Supervisory Committee Member:
Yuji Kimura
Audit and Supervisory Committee Member:
Kyoko Kanazawa(Note) Audit and Supervisory Committee Members Shoji Morii, Yuji Kimura and Kyoko Kanazawa
are Outside Directors set forth in Article 2, Item 15 and Article 331, Paragraph 6 of theCompanies Act.

55
Transcript of Audit and Supervisory Committee’s audit reportTOPICS● Establishment of New Company in Florida, North America
On January 14, 2019, Asahi Refining Florida Inc. was established, and the assets of Republic Metals
Corporation, a company primarily in the business of gold and silver refining and product processing,and its subsidiary Republic Carbon Company were purchased. Asahi Refining Florida Inc. will
manufacture gold coins and other coins as a new business in the precious metal business. The North
American refining business will become an operation with three locations, creating a business scalethat is on a global level. By gaining a foothold in the minting business (manufacture of coins andbars with intricate designs), the Company will work toward further growth.

Asahi Americas
Holdings, Inc.
Asahi
Refining
USA Inc.
Asahi
Refining
Canada Ltd.
Asahi
Refining
Florida Inc.

56
TOPICS