To: Our Shareholders
Greetings
We wish to express our sincerest gratitude and appreciation to all of you for yourgenerous contributions and continued support.
My name is Takeshi Minakata and I am honored to serve as Representative Director ofthe Board, President & COO (Chief Operating Officer) of Kirin Holdings Company,Limited.
In 2023, Japan faced a shift in social life and work style responding to therecategorization of COVID-19 as a Category 5 under the Infectious Diseases Control Lawof Japan. Meanwhile, the world saw increasing geopolitical risks in different regions,which has caused continued global inflation and exchange rate fluctuation. These, alongwith other factors including increasing risk of new infectious diseases possibly emerging
due to global warming and rapidly evolving IT technology, have ushered in an era ofcomplication and uncertainty in customer values and purchasing trends as well as socialchange.
Even under these circumstances, the Kirin Group moved forward toward becoming aglobal leader in CSV*1 under its Kirin Group Vision 2027 (KV2027) Long-Term
Management Vision. Considering the solving of social issues as opportunities for growth,the Kirin Group has sought to maximize corporate value by achieving both social andeconomic value, and in doing so, we have made the most of our strengths in technologies
of fermentation and biotechnology, which we have cultivated through our beer businesswith over 100 years of history since our foundation. We are proud to announce that thishas led to our highest ever normalized operating profit in 2023.
In 2024, we will continue to pursue sustainable growth in the businesses of alcoholic
beverages, non-alcoholic beverages, pharmaceuticals and health science by adhering to thepolicies of KV2027.
Furthermore, we will continue to enhance shareholder returns by maintaining a
consolidated dividend payout ratio*2 on normalized*3 EPS (earnings per share) of 40% orhigher.
We thank you for your continued support for the Kirin Group, which promotes CSV
management, and hope you look forward to our continuous growth and development in thefuture.
Yours truly,
Takeshi Minakata
Representative Director of the Board, President & COO
Kirin Holdings Company, Limited
*1
*2
*3

Creating Shared Value: CSV is an initiative that seeks to enhance corporate value by addressing socialissues. These initiatives seek to generate both “social value” and “economic value” for society.
Consolidated dividend payout ratio is calculated in accordance with International Financial ReportingStandards (IFRS).
Normalization: Adjusted to reflect actual earnings more accurately, Other operating income orexpenses, etc. and other non-recurring items are removed.

For the Notice of Resolutions of the 185th Ordinary General Meeting of Shareholders, please see thefollowing pages.

1(Notes)
1. This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.
2. “Audit & Supervisory Board Member(s)” and “Audit & Supervisory Board” described herein mean “Kansayaku”
and “Kansayaku-kai” stipulated in the Japanese Companies Act, respectively.

March 28, 2024

To: Our Shareholders

Notice of Resolutions of the 185th Ordinary General Meeting of Shareholders
Kirin Holdings Company, Limited hereby informs you of the reports made andresolutions reached at the 185th Ordinary General Meeting of Shareholders of the Company
held this day.
Yours truly,
Takeshi Minakata
Representative Director of the Board,
President & COO
Kirin Holdings Company, Limited
10-2, Nakano 4-chome,
Nakano-ku, Tokyo

Description
Matters reported:1) Report on the business report, the consolidated financial statements and the results of
the audit of the consolidated financial statements by the Accounting Auditor and theAudit & Supervisory Board for the 185th fiscal year (January 1, 2023 to December 31,2023).
The particulars of the above business report, consolidated financial statements, andresults of the audit of the consolidated financial statements were reported.
2) Report on the financial statements for the 185th fiscal year (January 1, 2023 toDecember 31, 2023).
The particulars of the above financial statements were reported.

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Matters resolved:
Proposal No. 1:

Appropriation of surplus

The proposal was approved and adopted as proposed. It was decided to pay a yearend dividend of ¥36.50 per share. Combined with the interim dividend of ¥34.50 per share,
the annual dividend for this fiscal year amounts to ¥71.0 per share.
Proposal No. 2:Partial amendment to the Articles of Incorporation

The proposal was approved and adopted as proposed, and the Articles ofIncorporation has been partially amended as below.
The entire text of the amended Articles of Incorporation are available on theCompany’s website.
https://www.kirinholdings.com/en/investors/stock/articles/(Underlined parts show proposed changes.)

Articles of Incorporation
before Amendment(Chairpersonship)
Article 14.
Chairpersonshipofa
general meeting of shareholders shall beassumed by the President. If the office of
the President is vacant or if the President isunable to act, the Chairpersonship shall beassumed by another Director in the orderpreviously fixed by resolution of the Boardof Directors.

(Chairpersonship)
Article 14.
Chairpersonshipofa
general meeting of shareholders shall beassumed by the Director as predeterminedby the Board of Directors. If the Director isunable to act, the Chairpersonship shall beassumed by another Director in the orderpreviously fixed by resolution of the Boardof Directors.

Chapter IV.
Directors

Chapter IV. Directors and Board ofDirectors, and Executive Officers

Amended Articles of Incorporation

Directors and Board of(Representative DirectorsDirectors)

andSenior (Representative Directors, Senior Directors
and Executive Officers)

Article 25.
The Board of Directorsmay, by its resolution, appoint one
Director & Chairperson and one Director& President, and one or more Director &Vice President(s), Senior ManagingDirector(s) and Managing Director(s).

Article 25.
The Board of Directors may,by its resolution, appoint one Director &Chairperson, one Director & President, andone or more Director & Vice President(s).

2. The Director & President shall represent (Deleted)
the Company.

33. In addition to the preceding paragraph, 2. The Board of Directors shall, by its
the Board of Directors may, by its resolution, appoint one or more Director(s)resolution, appoint one or more Director(s) to represent the Company.
to represent the Company.
(Newly established)

3. The Board of Directors shall, by its
resolution, appoint one or more Executive
Officer(s) and determine their roles andresponsibilities.

(Newly established)

4. The Board of Directors shall, by its
resolution, appoint one Senior Executive
Officer & President, and may appoint one
Senior Executive Officer & Chairperson
and one or more Senior Executive Officer& Vice President(s) and Senior Executive
Officer(s).

Proposal No. 3:

Election of twelve (12) Directors of the Board

The proposal was approved and adopted as proposed. Mr. Yoshinori Isozaki, Mr.
Takeshi Minakata, Ms. Junko Tsuboi, Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms.
Noriko Shiono, Mr. Rod Eddington, Mr. George Olcott, and Mr. Shinya Katanozaka werere-elected as Directors of the Board, and Mr. Toru Yoshimura, Mr. Shinjiro Akieda, andMs. Yoshiko Ando were newly elected as Directors of the Board, and each of themassumed office. Mr. Masakatsu Mori, Mr. Hiroyuki Yanagi, Ms. Noriko Shiono, Mr. RodEddington, Mr. George Olcott, Mr. Shinya Katanozaka, and Ms. Yoshiko Ando are Nonexecutive Directors.

4

Proposal No. 4:

Election of two (2) Audit & Supervisory Board Members

The proposal was approved and adopted as proposed. Ms. Kaoru Kashima was reelected as an Audit & Supervisory Board Member, and Ms. Yoko Dochi was newly elected
as an Audit & Supervisory Board Member, and both of them assumed office. Ms. Kaoru
Kashima and Ms. Yoko Dochi are both non-standing Audit & Supervisory Board Members.
- END 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
Following the close of the Ordinary General Meeting of Shareholders, a Board
Meeting was held, at which Mr. Yoshinori Isozaki was appointed as Representative
Director of the Board & CEO (Chief Executive Officer) and Mr. Takeshi Minakata wasappointed as Representative Director of the Board, President & COO (Chief OperatingOfficer), and both of them assumed office.
At the Audit & Supervisory Board Meeting held on the same day, Mr. Shobu
Nishitani and Mr. Toru Ishikura, two (2) in all, were appointed as Standing Audit &Supervisory Board Members, and both of them assumed office.
- END -5

List of Directors of the Board and Audit & Supervisory Board Members(As of March 28, 2024)

Representative
Director of the Board& CEO
Representative
Director of the Board,
President & COO
Director of the Board,
Senior Executive Vice
President
Director of the Board,
Senior Executive
Officer
Director of the Board,
Senior Executive
Officer
Non-executive
DirectorStanding Audit &Supervisory Board
MemberStanding Audit &Supervisory Board
MemberYoshinori Isozaki
Takeshi Minakata

Shobu Nishitani
Toru Ishikura

Junko Tsuboi

Audit & Supervisory
Board Member

Kaoru Kashima

Toru Yoshimura

Audit & Supervisory
Board MemberKenichi Fujinawa

Shinjiro Akieda

Audit & Supervisory
Board Member

Yoko Dochi

Masakatsu Mori

Non-executive
Director

Hiroyuki Yanagi

Non-executive
Director

Noriko Shiono

Non-executive
Director

Rod Eddington

Non-executive
Director

George Olcott

Non-executive
Director

Shinya Katanozaka

Non-executive
Director

Yoshiko Ando

Shareholder Memo
[Translation omitted.]

Introduction to the Website for the Shareholders and Investors of Kirin Group[Translation omitted.]

6