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 noresponsibility for this translation or for any direct, indirect or consequential damage arising from this translation.
Stock code: 5857
May 30, 2013
4-4-17 Kano-cho, Chuo-ku, Kobe, Japan

Asahi Holdings, Inc.
Mitsuharu Terayama CEO

Notice of the 4th Annual General Meeting of Shareholders
Dear Shareholders:This is to inform you that the 4th Annual General Meeting of Shareholders will be held at the following timeand place and to cordially request your presence.
If you are unable to be present, you are entitled to exercise your voting rights in writing. In such a case, you arekindly requested to read the attached reference documents, and return the enclosed "Voting Right Exercise
Form" by 12:00 (noon), on Monday, June 17, 2013 after indicating your approval or disapproval of eachagenda item and affixing your signature and/or seal thereon.

Details of the meeting
1. Date and time: 10:30 a.m. on Tuesday, June 18, 2013
2. Venue: KOBE PORTOPIA HOTEL
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo"Kairaku-no-ma" on the basement floor, Main Building(Please refer to the place of the meeting shown at the end of this notice.)
3. Meeting Agenda
Items to be reported:
1) Reports on business review, the consolidated financial statements and the results of audits ofthe consolidated financial statements by Accounting Auditors and the Board of Corporate
Auditors for the 4th fiscal term (April 1, 2012 through March 31, 2013)
2) Report on non-consolidated financial statements for the 4th fiscal term
(April 1, 2012 through March 31, 2013)
Items to be resolved:
Proposal No.1: Election of Seven Directors
Proposal No.2: Election of One Corporate Auditor
If you attend the meeting, please submit the "Voting Right Exercise Form" at the reception desk upon arrival.
Please note that any modifications will be put on our website (http://www.asahiholdings.com), if we need to makechanges to the business report, the financial statements and the reference documents.

−1−

(Attached documents)
Business Repor t
April 1, 2012 throughMarch 31, 2013

1. Cur r ent Status of Cor por ate Gr oup(1) Status of business for the fiscal year
1) Circumstances and results of business
During the fiscal year ended March 31, 2013, the Japanese economy began to show a sign ofpartial recovery, including the downward revision of the yen and a turnaround in stock prices,on expectations of new policies following a change of government but as a whole, remained ina harsh situation due to sluggish domestic production activities reflecting a slowdown in the
global economy and the prolonged appreciation of the yen.
Under such economic conditions, however, our group pushed forward with growth strategies
toward expanding business both at home and abroad in line with the Sixth Mid-Term Business
Plan (April 2012 through March 2015) and strived to secure earnings through group-wide
cost-cutting efforts.
In the precious metal recycling business, the volume of collected gold, silver, platinum andpalladium, etc. was lower than the previous corresponding period against the backdrop of
stagnant domestic manufacturing in the fields of flat panel TVs and electronics etc. The
average unit sales price of gold was higher than the previous corresponding period but that ofsilver, platinum and palladium was lower than the previous corresponding period.
In the environmental preservation business, the transaction volume of waste oil, sludge andmedical-related wastes etc. was higher than the previous corresponding period, despite theimpact of sluggish domestic production activities. In addition, the results of INTER
CENTRAL, INC. that was added as our consolidated subsidiary in July 2012 were satisfactory.
As a result of the above, the results of operations for the fiscal year recorded consolidated net
sales of 96,368 million yen, operating income of 7,495 million yen, ordinary income of 7,794
million yen, and net income of 4,518 million yen.
When comparing with the previous fiscal year, net sales decreased 54,725 million yen;operating income decreased 3,722 million yen; ordinary income decreased 3,335 million yen;and net income decreased 1,408 million yen. The decrease in net sales is partly attributable toa shift of some transactions in the precious metal recycling business to fee-based processing
model from the current fiscal year.
Looked at by segment, sales in the precious metal recycling business were 80,177 million yen
and sales in the environmental preservation business were 16,191 million yen.

−2−

Sales by product in business are as follows:〈Sales by product in business〉
Category

Sales (millions of yen)

Ratio (%)

YOY change (%)

Sales by productGold metals

34,85436.2

55.2

Silver metals

14,41815.0

77.6

Palladium

10,122

10.5

75.6

Platinum

7,614

7.9

44.9

Indium

309

0.3

3.4

Other

10,986

11.4

78.1

Subtotal

78,295

81.3

57.9

Disposal revenues

18,073

18.7

113.6

Total

96,368

100.0

63.8

Sales of product were 78,295 million yen (down 42.1% year-on-year).
Disposal revenues were 18,073 million yen (up 13.6% year-on-year).
2) Capital expenditure
Capital investment made in the fiscal year totaled 1,257 million yen. Main expenditure was an investment in
the in-house information system.
3) Financing
Not applicable for the fiscal year
4)

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 year
6)

Succession of rights and obligations pertaining to the business of other corporations, etc. through anabsorption-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
As of July 2, 2012, INTER CENTRAL, INC. was turned into a wholly-owned subsidiary of Japan Waste
Corporation, a subsidiary of our Company.

−3−(2) Pr operty and pr ofit/loss
Category

Net sales
Ordinary income
Net income
Net income per share(Millionsof yen)(Millionsof yen)(Millionsof yen)(Yen)

Net assets(Millionsof yen)(Millionsof yen)Net income per share(Yen)

Total assets

1st term
April 1, 2009 throughMarch 31, 2010

2nd term
April 1, 2010 throughMarch 31, 2011

3rd term
April 1, 2011 throughMarch 31, 2012

4th term（Current fiscal year）
April 1, 2012 throughMarch 31,2013

82,603

110,504

151,094

96,368

7,922

10,508

11,130

7,794

4,377

6,144

5,926

4,518

135.90190.46183.20139.2450,13959,14358,31562,26029,89734,341

38,90242,012927.97

1,062.30

1,198.77

1,288.56(3) Significant parent company and subsidiar y
1) Relationship with parent company
Not applicable2)

Significant subsidiary
Company name

CapitalOur voting right ratio

Major businessAsahi Pretec Corp.

4,480 million yen

100.0%

Precious metal recycling businessand environmental preservation
business

Japan Waste
Corporation

400 million yen

100.0%

Environmental preservation
business(4) Challenges to be addr essed
1) Business expansion in Asian region
In South Korea, we will further expand the business in the fields of electronics and dental materials. In
Taiwan, a joint venture with our overseas subsidiary and a local leading company will commence business
operations. Moreover, we will increase collection of precious metals from overseas markets such as the Asian
region by creating an alliance, etc. with local companies and thereby finding customers and sales channels.
2) Expansion of business fields through M&A
We will continue promoting M&A with a high investment return, and not only expand the existing businesssuch as the environmental preservation business but also aim to enter new business fields.
3) Streamlining group management
We will trim administrative costs on a consolidated basis by consolidating in the holding company theGroup’s management functions. In addition, we will strengthen the in-house information system and thereby,
achieve speedy and efficient operations.
(5) Principal businesses (as of March 31, 2013)
Our Group is mainly engaged in the precious metal recycling business and the environmental preservation
business.
○ Collection/reproduction and processing of precious metals and other metals (gold, silver, palladium,
platinum, indium, etc.,) and purchase and sales of precious metals and other metals○ Sales of precious metal products○ Environmental preservation business−4−(6) Major sales offices and plants (as of March 31, 2013)
1) Our company
4-4-17 Kano-cho, Chuo-ku, Kobe
Main office
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Head offices
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
2) Major subsidiaries’ business offices(a) Asahi Pretec Corp.
Main office
21, Uozakihamamachi, Higashinada-ku, Kobe
Head offices
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Research
The Technical Research Center (Kobe-shi)laboratory
Business offices
Kitakanto (Kitakatsushika-gun, Saitama Pref.), Hanshin (Amagasaki-shi, Hyogo Pref.),
Kobe (Kobe-shi), Shikoku (Saijo-shi, Ehime Pref.), Kitakyushu (Kitakyushu-shi),
Fukuoka (Koga-shi, Fukuoka Pref.)Sales offices
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

Plants(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(Satsumasendai-shi, Kagoshima Pref.), Okinawa (Itoman -shi, Okinawa Pref.)Saitama (Kitakatsushika-gun, Saitama Pref.), Saitama Recycling Center (Kasukabe-shi,
Saitama Pref.), Chiba Recycling Center (Katori-shi, Chiba Pref.), Amagasaki(Amagasaki-shi, Hyogo Pref.), Amagasaki Recycling Center (Amagasaki-shi, Hyogo
Pref.), Kobe (Kobe-shi), Ehime (Saijo-shi, Ehime Pref.), Kitakyushu Hibiki(Kitakyushu-shi), Kitakyushu (Kitakyushu-shi), Fukuoka (Koga-shi, Fukuoka Pref.)(b) Japan Waste Corporation
Main office
4-4-17 Kano-cho, Chuo-ku, Kobe
Head offices
Kobe Head Office: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Business office
Yokohama (Yokohama-shi)
PlantsOgimachi Center (Kawasaki-shi), Aikawa Center (Aiko-gun, Kanagawa Pref.)3) Other subsidiaries
Japan

Overseas

Sanshou Corporation (Kawasaki-shi), Nihon Chemitech Co., Ltd. (Kawaguchi-shi,
Saitama Pref.), Taiyo Chemical Co., Ltd. (Kagoshima-shi), Iyotec Co., Ltd. (Akashi,
Hyogo Pref.), Fuji Rozai Co., Ltd. (Ota-ku, Tokyo), JW Glass Recycling Co., Ltd.
(Koto-ku, Tokyo), Ecomax Incorporated (Koza-gun, Kanagawa Pref.), Usuda
Manufacturing Co., Ltd. (Tomi-shi, Nagano Pref.), Kyodo Chemical Co., Ltd.
(Tomakomai-shi, Hokkaido), INTER CENTRAL, INC. (Iwate-gun, Iwate Pref.), and
other
ASAHI G&S SDN.BHD.(Malaysia), Shanghai Asahi Pretec Co., Ltd.(China), Asahi
Pretec Korea Co., Ltd. (Seoul Special City), Asahi Pretec Taiwan Co., Ltd. (Taiwan),
Asahi Shih Her Technologies Co., Ltd. (Taiwan)

Note: Sanshou Corporation changed its trade name to JW logistics Co., Ltd. as of April 1, 2013.

−5−

(7) Employees (as of March 31, 2013)
1) Employees of the corporate group
Number of employees

Change from the end of previous fiscal year

1,328 (257)+51 (up 30)

Note: The number of employees refers to the number of workers (excluding the staff seconded from ourgroup to companies outside our group but including staff seconded from companies outside our group to
our group) and for the number of part-timers and fixed-term employees, annual average number of persons
are shown separately in brackets

2) Employees of our company
Number of employees

Change from the end of
previous fiscal year

Average age

43 (−)+23 (−)

36 years and fourmonthsAverage length ofserviceOne year and 11
monthsNote: 1. The number of employees refers to the number of workers (excluding the staff seconded from ourcompany to companies outside our company but including staff seconded from companies outside
our company to our company) and for the number of part-timers and fixed-term employees,
annual average number of persons are shown separately in brackets.
2. The number employees increased by 23 from a year earlier. This is due to an increase of the staff
engaging in the administrative division, etc. who were seconded from Asahi Pretec Corp.

(8) Major financial institutions with loans to us (as of March 31, 2013)
Financial institutions

Loan amount

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

4,100 million yen

Sumitomo Mitsui Banking Corporation

3,895 million yen

The Chugoku Bank, Ltd.

2,200 million yen

Mizuho Bank, Ltd.

1,500 million yen(9) Other impor tant matter s r elating to the curr ent state of the cor por ate gr oup
Not applicable−6−2. Cur rent state of the company(1) Shar es (as of March 31, 2013)
1) Number of shares authorized:
129,000,000 shares
2) Number of shares issued:
36,254,344 shares
3) Number of shareholders:
8,9624) Major shareholders (top 10 shareholders)Number of shares
held(Thousands of shares)

Shareholders

Percentage ofshares held(%)

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

1,569

4.79

TERA ENTERPRISES Co., Ltd.

1,350

4.12

State Street Bank and Trust Company 505103

1,174

3.59

Japan Trustee Services Bank, Ltd.
(Trust account)

1,134

3.46

Mitsuharu Terayama

1,082

3.31

K&M Co., Ltd.

900

2.75

Masamichi Terayama

802

2.45

Asahi Employee Stock Ownership Plan

634

1.94

Terra Corporation, Ltd.

600

1.83

MS planning Co., Ltd.

570

1.74

Note: 1. Treasury stocks of 3,517,739 shares held by our company are excluded from the above major shareholders.
2. Following the introduction of the “employee stock ownership plan (ESOP)”, ESOP a portion of treasury stocks
transferred by us to Sumitomo Mitsui Banking Corporation (Asahi Employee Stock Ownership Plan Trust Account)
as of February 16, 2010 are not included in treasury stocks).
3.Percentage of shares held is calculated with excluding treasury stocks.

−7−

(2) Stock options, etc.
Stock options granted to and held by our company’s board members as consideration of the execution of theirduties (as of March 31, 2013)
The first series of stock options

The second series of stock options

June 16, 2010

June 16, 2010

Resolution date of issue
Number of stock options
Type and number of shares subject

800 units
Common shares:

to stock options

80,000 shares

1,220 units
Common shares:

122,000 shares(100 shares per stock option)(100 shares per stock option)

Amount to be paid in for stock

Not require to be paid in exchange for stock

Not require to be paid in exchange for stock

options

options

options

The value of the property to becontributed when stock options are
exercised
Exercise period of stock options
Conditions for the exercise of stock
options

193,500 yen per stock option

193,500 yen per stock option(1,935 yen per share)(1,935 yen per share)

July 10, 2012 to July 9, 2015

July 10, 2012 to July 9, 2015

(See Note.)(See Note.)

Director

Number of stock options:(excluding Outside

Number of shares subject to stock options:

600 units

Directors)

Outside Director

200 units

Number of shares subject to stock options:

60,000 shares

20,000 shares

Number of persons holding stock options:

Number of persons holding stock options:

3 persons

1 personStockoptions

Number of stock options:−

Number of stock options:

Number of stock options:−

Number of shares subject to stock options:−

held by

Number of shares subject to stock options:−

board

Number of persons holding stock options: −Number of persons holding stock options:−

Number of stock options:

Number of stock options:members

Corporate Auditor

200 units−

Number of shares subject to stock options:

Number of shares subject to stock options: −20,000 shares

Number of persons holding stock options: −Number of persons holding stock options:
1 person(Note)The person who is allotted stock options should be a Director, a Corporate Auditor, an employee of our company or ourcompany’s subsidiary or affiliate at the time of the exercise of stock options. However, this shall not be applied to the cases
where the Board of Directors of our company exceptionally allows, for example the Director or the Corporate Auditor of
our company or our company’s subsidiary or affiliate resigned due to the expiration of the term of office or retires due tothe mandatory retirement age.

−8−

(3) Boar d members and cor por ate officer s1) Directors and Corporate Auditors (as of March 31, 2013)
Position

Name

Responsibility and important concurrent assignment

Representative Director,
CEO

Mitsuharu Terayama

Chairman and Director
Asahi Pretec Corp.

Representative Director,
President

Tsutomu Sakurai

Representative Director and President
Asahi Pretec Corp.

Director

Yoshikatsu Takeuchi

Representative Director and President
Japan Waste Corporation

Director

Tomoya Higashiura

Director
Asahi Pretec Corp.

Director

Masaki Hirano

Director

Shoji Morii

Full-time Corporate
Auditor

Yukio Tanabe

Corporate Auditor

Kazuhiko Tokumine

Corporate Auditor

Junzo Kojima

LawyerNote: 1. Director Shoji Morii is an Outside Director.
2. Corporate Auditor Kazuhiko Tokumine and Junzo Kojima are Outside Corporate Auditors.
3. Full-time Corporate Auditor Yukio Tanabe has longtime experience of accounting of our company and possesses
extensive expertise in finance and accounting related matters.
4. Our company designated Director Shoji Morii and Corporate Auditor Junzo Kojima as independent board
members under the provisions of the Tokyo Stock Exchange, and filed such status with the exchange.
5. Director Tomoya Higashiura became the Director of Japan Waste Corporation as of April 1, 2013.

2) Directors and Corporate Auditors who resigned during the fiscal year
Not applicable3) Compensation, etc. for Directors and Corporate Auditors
Total compensations, etc. for the fiscal year
Number of
persons subject
to payment

Payment
amountDirector(Outside Directors included)

6(1)

106 million yen(6)

Corporate Auditor(Outside Corporate Auditors included)3(2)

28 million yen
(10)

Total
(Outside board members included)

9(3)

134 million yen(16)

Category

Note:

1. The amount to be paid to Directors does not include the employee salaries of Directors who serve concurrently as
employees.
2. The limit of compensation to be paid to Directors was up to an annual 200,000 thousand yen (not including the
portion of salary of employee), which was resolved at the 1st Annual General Meeting of Shareholders held on June 16,
2010.
3. The limit of compensation to be paid to Corporate Auditors was up to an annual 30,000 thousand yen, which was
resolved at the 1st Annual General Meeting of Shareholders held on June 16, 2010.

−9−4) Matters related to outside board members(a) Important concurrent assignment as a person executing business of other corporations, etc. andrelationship between our company and the other corporations, etc.
Not applicable(b) Important concurrent assignment as a board member of other corporations, etc. and relationship between
our company and the other corporations, etc.
Not applicable(c) Main activities in the fiscal year
Category

Name

Activities
He attended all Board of Directors’ meetings held during the
fiscal year. He has expertise and experience related to

Director

Shoji Morii

management, including finance, and has been submitting advice /recommendations to ensure the validity and appropriateness ofmaking decisions on deliberations of agenda and other matters.
He attended all Board of Directors’ meetings and Board of
Corporate Auditors’ meetings held during the fiscal year. He has

Corporate
AuditorKazuhiko Tokumine

been submitting advice / recommendations to ensure the validity
and appropriateness of making decisions on deliberations ofagenda and other matters from the highly professional viewpoint
for laws as a lawyer.
He attended all Board of Directors’ meetings and Board of
Corporate Auditors’ meetings and Board of Corporate Auditors’

Corporate
AuditorJunzo Kojima

meetings held during the fiscal year. He has been submitting
advice / recommendations to ensure the validity andappropriateness of making decisions on deliberations of agenda
and other matters using his long-held extensive experience.

(d) Outline of contents of a contract for limitation of liability
Our company and an Outside Director and Outside Corporate Auditors signed a contract that limits theliability for compensation for damage set forth in Article 427, paragraph 1 of the Companies Act underprovisions set forth in the same Act.
The limit amount of the liability for compensation for damage under such a contract is determined to be
the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act.
(4) Accounting Auditor
1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc. for the Accounting Auditor
Amount of compensation, etc.
(a) Amount to be paid by our company

22,800 thousand yen(b) Total amount of money to be paid by our company and ourcompany’s subsidiaries and other benefits on property

38,000 thousand yen

Note: In the agreement between our company and the Accounting Auditor, the amount of compensation, etc. for audit under theCompanies Act and the amount of compensation, etc. for audit under the Financial Instruments and Exchange Act are notseparated and may not be separated actually. Therefore, the total of those amounts is stated for the amount in (a) above.

3) Policy for determining the dismissal or the refusal of reappointment of the Accounting Auditor
When the Board of Directors finds it necessary in cases where the Accounting Auditor has difficulty executing
its duties, the Board of Directors will deal with the dismissal or the refusal of reappointment of the Accounting
Auditor as a purpose of the General Meeting of Shareholders based on the request of the Board of Corporate
Auditors.

−10−

When it is found that the Accounting Auditor falls under the items set forth in any of items of Article 340,
paragraph 1 of the Companies Act, the Board of Corporate Auditors will dismiss the Accounting Auditor inaccordance with the consent of all Corporate Auditors. In this case, the Corporate Auditor appointed by the
Board of Corporate Auditors will report the fact of the dismissal of the Accounting Auditor and reasons forthe dismissal at the General Meeting of Shareholders convened for the first time after the dismissal.
(5) Str ucture to ensure the appr opr iateness of business
Decisions on a structure to ensure that the execution of duties by Directors conforms to the laws andregulations and the Articles of Incorporation, and other structures to ensure the appropriateness of thebusiness of the company are as follows:1)

Structure to ensure that the execution of duties by Directors and employees conforms to the laws andregulations and the Articles of Incorporation(a) To ensure that laws and regulations and the Articles of Incorporation are thoroughly followed, we
compile and improve our regulations and manuals related to compliance while continuing to make wellknown to employees the existence of an in-house reporting hotline responding to the case where behaviors
violating laws and regulations and the Articles of Incorporation are detected.
(b) If a situation that infringes compliance occurs, we maintain a structure where the details of such situation
and a countermeasure therefor are reported immediately to Directors and Corporate Auditors.

2)

Structure related to preservation and management of information regarding the execution of duties byDirectors(a) Information and documents (information on the execution of duties) regarding the execution of duties byDirectors are preserved and managed appropriately in accordance with in-house regulations andmanagement manuals related thereto while the state of operation is examined and regulations and otherrules are reviewed when necessary.

3)

Regulation and other structures regarding a risk of loss(a) In a bid to appropriately control risks involved in a business execution process and a business structure of
our group, we establish a structure to understand/assess risks in business activities and implement ameasure, thereby improving a structure to prevent the materialization of risks while ensuring compliance.
(b) We compliment efforts for compliance and risk management and conduct internal audits to deter a risk ofloss without omission. If behaviors with a risk of loss are found, they are reported to the Board of Directors
and related divisions immediately.

4)

Structure to ensure effective execution of Directors’ duties(a) A management plan is drawn up and the Board of Directors examines the details thereof and makes
decisions thereon. In addition, periodical reports on whether the management plan is implemented asscheduled are made from subsidiaries and business execution lines.
(b) Regarding the supervision of the business execution, the Board of Directors examines and makes decisions
on the matters set forth in the rules for the Board of Directors and the matters to be discussed that fall under
the criteria thereon. Particularly important matters are examined at the group strategy meeting to enhancesuch examination related to decision-making.

5)

Structure to ensure the appropriateness of business at the business group of our company(a) To understand management information at subsidiaries and affiliates, appropriate business reports are
submitted on a quarterly basis. Through these reports, if a risk of loss on subsidiaries, etc. has been found ora potential risk of loss may be found, reports are submitted immediately to the Board of Directors regarding
the details of the risk of loss, the degree of loss that may occur, and its impacts, etc. on our company.
(b) We implement periodical inspections to understand safety and health for the execution of business by our
subsidiaries and affiliates and provide continued guidance to prevent the occurrence of a risk of loss on−11−

safety and health.
(c) To prevent inappropriate transactions or accounting methods between our company and subsidiaries, etc.,
adequate exchange of information is carried out with the audit division of subsidiaries, etc. or the divisionequivalent thereto.
6) Matters for appointment of employees to assist Corporate Auditors(a) Employees to assist the duties of Corporate Auditors are appointed when necessary.
7) Matters related to the independence of employees to assist duties of Corporate Auditors from Directors(a) Appointment and transfer of employees to assist Corporate Auditors requires the consent of the Board of
Corporate Auditors(b) In evaluating the performance of employees to assist Corporate Auditors, Corporate Auditors’ opinions are
obtained.
8) Structure for Directors and employees to report to Corporate Auditors and other structures for reports to
Corporate Auditors, as well as a structure to ensure the effective conduct of audits by Corporate Auditors(a) Directors and employees provide necessary reports and information upon request of Corporate Auditors inaccordance with the determination of the Board of Corporate Auditors.
(b) Reports and information in the preceding paragraph should mainly be as follows:・Status of activities of divisions involved in the creation of our internal control system
・Status of activities of Corporate Auditors and internal audits of our subsidiaries, etc.
・Our significant accounting policy and accounting standards and changes thereof
・Details of announcement of financial results and forecast
・Operations of in-house reporting system and details of the reports
・Making it obligatory to circularize in-house ringisho (collective decision-making sheet) and the minutesof meetings required by Corporate Auditors(c) When recognizing that laws and regulations and the Articles of Incorporation are or may be violated evenfor items other than those set forth in the preceding paragraphs above, the Board of Directors andemployees report to that effect to the Board of Corporate Auditors immediately.
(d) The Board of Directors and employees should fully respect Corporate Auditors’ opinions on ensuring theeffectiveness of audit.
(6) Policy to deter mine the distribution, etc. of sur plus
The Articles of Incorporation stipulates that our company may carry out the distribution, etc. of surplus
pursuant to the resolutions of the Board of Directors, instead of the resolutions of the General Meeting of
Shareholders. In addition, we believe that it is also important to seek to improve our corporate value throughongoing stable profitability and further growth, and to enhance retained earnings to prepare for investments ingrowth fields and the development of new businesses, with a basic policy to respond to expectations ofshareholders through dividends.
Under this policy, regarding the distribution, etc. of surplus, we will further strengthen consolidated andnonconsolidated results for each fiscal year and our financial structure, with giving comprehensive
consideration to the future management strategy, etc. of our group. After then, we will return earnings toshareholders.

Note: The amount and the number of shares stated in this report are ronded down to the nearest unit.
The percentage is rounded to the nearest unit.

−12−

Refer ence Documents for Gener al Meeting of Shar eholder s
Pr oposal No.1 Election of Seven Directors
All six Directors expire their term of office at the time of the end of this General Meeting of Shareholders. We
propose an increase of one Director and the election of seven Directors to strengthen our management structure.
Candidates of the Directors are as follows:
Candidate
No.

Name(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofShares

October 1973: Senior Managing Director of Asahi Pretec
Corp.
May 1981:

Appointed as Representative Director andPresident of Asahi Pretec

April 2009:
Mitsuharu Terayama
1(March 10, 1940)

Appointed as Representative Director andPresident of Asahi Holdings, Inc.

April 2011: Appointed as CEO & COO of Asahi Holdings

1,082,345
sharesApril 2011: Appointed as Chairman and Director of Asahi
Pretec (to present)
June 2012:

Appointed as CEO of Asahi Holdings(to present)[Important concurrent assignment]
Appointed as Chairman and Director of Asahi Pretec
May 2008: Joined Asahi Pretec Corp.
August 2008: Appointed as General Manager of Precious
Metal Recycling Business Division of Asahi
PretecJune 2009:

Appointed as Director and General Manager ofPrecious Metal Recycling Business Division of
Asahi Pretec

Tsutomu Sakurai
2

April 2010: Appointed as Director and General Manager of(August 16, 1953)

Industrial Recycling Business Division of Asahi
PretecJune 2010:

Appointed as Director of Asahi Holdings, Inc.

April 2011: Appointed as Representative Director andPresident of Asahi Pretec (to present)
June 2012: Appointed as Representative Director and Presidentof Asahi Holdings (to present)[Important concurrent assignment]
Representative Director and President of Asahi Pretec−13−6,500 shares

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofSharesApril 1999: Joined Asahi Pretec Corp.
June 2001: Appointed as Director and General Manager ofGeneral Affairs Department of Asahi Pretec
April 2004: Appointed as Director and General Manager ofEnvironmental Business Division andconcurrently serving as General Manager ofBusiness Coordination Division of Asahi Pretec
3

Yoshikatsu Takeuchi(January 1, 1956)

March 2006: Appointed as Director and General Manager ofEnvironmental Recycling Business Division of

5,050 shares

Asahi Pretec
May 2008: Appointed as Representative Director and Presidentof Japan Waste Corporation (to present)
April 2009: Appointed as Director of Asahi Holdings, Inc.
(to present)[Important concurrent assignment]
Representative Director and President of Japan Waste
February 2001: Joined Asahi Pretec Corp.
June 2006: Appointed as Director and General Manager of
Administration Division of Asahi Pretec
May 2007: Appointed as Representative Director and Presidentof Taiyo Chemical Co., Ltd.
April 2009: Appointed as Director and General Manager ofCorporate Development & Administration Divisionof Asahi Holdings, Inc.
April 2010: Appointed as Director and General Manager ofGeneral Affairs & Human Resources Division of
4

Tomoya Higashiura(January 26, 1961)

Asahi Holdings
June 2010: Appointed as Director and General Manager of

1,500 shares

Precious Metal Recycling Business Division of
Asahi Pretec
April 2011: Appointed as Director of Asahi Holdings(to present)
January 2012: Appointed as Director of Asahi Pretec(to present)
April 2013: Appointed as Director of Japan Waste Corporation(to present)[Important concurrent assignment]
Director of Asahi Pretec
Director of Japan Waste
February 2001: Joined Asahi Pretec Corp.
July 2001: Appointed as General Manager of Production
Technology & Engineering Department of Asahi
PretecApril 2007: Appointed as General Manager of Technology*5

Masaki Hirano(December 25, 1953)

Support & Production Management Division of
Asahi Pretec
June 2007: Appointed as Director and General Manager ofTechnology Support & Production Management
Division of Asahi Pretec
April 2012: Appointed as Director of Asahi Pretec (to present)
June 2012: Appointed as Director of Asahi Holdings, Inc.
(to present)−14−

3,000 shares

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofSharesJune 2011: Joined Asahi Pretec Corp.
Appointed as General Manager of Information
Technology Department of Asahi Pretec
Appointed as Chief Information Officer of Asahi
Holdings group*6

Keitaro Shigemasa

April 2012: Appointed as General Manager of Information(February 15, 1965)

Technology Department of Asahi Holdings, Inc.

−

July 2012: Appointed as Corporate Officer and General
Manager of Information Technology
Department and General Manager of Planning &Communication Department of Asahi Holdings(to present)
April 1972: Joined Sumitomo Trust and Banking Co., Ltd.
June 2001: Appointed as Corporate Officer and General
Manager of Kyoto Branch of Sumitomo Trust andBanking Co., Ltd.
June 2006: Appointed as Representative Director and Presidentof Kobe Airport Terminal Co., Ltd.

Shoji Morii

7

Representative Director and President of Kaijo(February 12, 1948)

1,000 shares

Access Co., Ltd
June 2009: Appointed as Outside Director of Asahi Pretec
Corp.
June 2010: Appointed as Outside Director of Asahi Holdings,
Inc. (to present)

Note: 1. The person with * mark is a candidate for Director newly appointed.
2. There are no special interests between candidates and our company.
3. Special notes for a candidate for Outside Director
1)

Shoji Morii is a candidate for Outside Director.

2) He has professional expertise and experience, including a finance field. We ask shareholders to elect him as Outside
Director for his expected useful opinions.
3) He is now an Outside Director of our company. His term of office as Outside Director is three years at the time of
the termination of this General Meeting of Shareholders.
4) Our company and he 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 in Article 427, paragraph 1 of the same Act. The limit
amount of the liability for compensation for damage under such a contract is determined to be the minimum liability
amount stipulated in Article 425, paragraph 1 of the Companies Act and when he is reappointed, our company willcontinue the said contract with him.
5) Our company filed Shoji Morii as an independent board member under the provisions of the Tokyo Stock Exchange
and he will continue to be an independent board member if this proposal is approved and appointed as Outside
Director.

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Pr oposal No.2 Election of one Corporate Auditor
Corporate Auditor Kazuhiko Tokumine’s term of office expires at the time of the end of this General Meeting of
Shareholders. We propose election of one Corporate Auditor.
We have obtained the consent of the Board of Corporate Auditors for this proposal.
Candidates of the Directors are as follows:
Name(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership of Shares

April 1993: Made lawyer registration (to present)
December 2001: Appointed as provisional Corporate
Auditor of Asahi Pretec Corp.
Kazuhiko Tokumine

June April 2002: Appointed as Corporate Auditor of
Asahi Pretec(January 11, 1958)

6,000 shares

April 2009: Appointed as Corporate Auditor of Asahi
Holdings, Inc. (to present)[Important concurrent assignment]
LawyerNote: 1. There are no special interests between a candidate and our company.
2. Special notes for a candidate for Outside Corporate Auditor
1) Kazuhiko Tokumine is a candidate for Outside Corporate Auditor.
2) We expect he will submit advice / recommendations to ensure the validity and appropriateness of making decisions
on deliberations of agenda and other matters from the highly professional viewpoint for laws as a lawyer. He has noexperience of direct involvement in the management of a company in the past. However, we ask shareholders toelect him as Outside Corporate Auditor as we consider he, as an Outside Corporate Auditor of our company, is able
to perform his duties for the above reason.
3) He is now an Outside Corporate Auditor of our company. His term of office as Outside Corporate Auditor is four
years at the time of the termination of this General Meeting of Shareholders.
4) Our company and he 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 in Article 427, paragraph 1of the same Act. The
amount of limit for the liability for compensation for damage under such a contract is determined to be theminimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act and when he is reappointed,
our company will continue the said contract with him.

(Access)

The 4th Annual General Meeting of Shareholders
KOBE PORTOPIA HOTEL
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo" Kair aku-no-ma" on the basement floor, Main Building
Tel: 078-302-1111■ Kobe New Transit, Port Island Line (Port Liner)
About 10 minutes from “Sannomiya Station” to “Simin Hiroba Station”
About 5 minutes on foot from “Shimin Hiroba Station”■Shuttle bus
Shuttle buses for PORTOPIA HOTEL are running from MINT KOBE 1F (Sannomiya Bus
Terminal) on the south of Sannomiya Station. For more details, please access the website of
PORTOPIA HOTEL or contact the hotel at tel.078-302-1111.

−16−