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

Asahi Breweries, Ltd.
(Ticker Code: 2502)

March 4, 2009
Dear Shareholders:

NOTICE OF THE 85th ANNUAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the Annual Shareholders’ Meeting of Asahi Breweries, Ltd.
(the “Company”), which will be held as described below.
Upon attending the Meeting, please submit the enclosed voting form to the place of the
Meeting.
If you are unable to attend the Meeting in person, you may exercise your voting rights either
via postal mail or via Internet. Please review the attached “Reference Materials for
Shareholders’ Meeting” on pages 75 to 91 and exercise your voting rights no later than 5:30
p.m., Wednesday, March 25, 2009 (JST).
Voting via Postal Mail
Please indicate your consent/dissent concerning the items shown on the enclosed voting form,
and return the form to us by the deadline noted above.
Voting via Internet
After accessing our voting site at <http://www.webdk.net>, enter the voting code and password
provided on the enclosed voting form. Following the instructions on your screen, enter yourconsent/dissent concerning the items to be voted on by the deadline noted above. (This site canalso be accessed on the Internet via cellular phone.)
If you exercise your voting rights via the Internet, please review “Reminder to Shareholders
Concerning Online Voting” on pages 92 to 93.
* Please note that the online voting site is only available in the Japanese language.

Sincerely,
Hitoshi Ogita, President and Representative Director
Asahi Breweries, Ltd.
23-1, Azumabashi 1-chome, Sumida-ku, Tokyo11. DATE AND TIME
March 26 (Thursday), 2009 at 1:00 p.m. (JST)
2. PLACE
Banquet Room “Tsuru”
The Main Banquet Floor of Hotel New Otani
4-1, Kioi-cho, Chiyoda-ku, Tokyo
3. PURPOSES
Items to Be Reported:
Business Report, Consolidated Statutory Report, Non-Consolidated Statutory Report and reportof the audit of the consolidated accounts by the Independent Auditor and the Board of
Corporate Auditors for the 85th term, from January 1, 2008 to December 31, 2008.
Items to Be Resolved:
Item 1:
Item 2:Item 3:Item 4:

Appropriation of retained earnings for the 85th term
Amendments of the Articles of Incorporation
Election of thirteen (13) Directors
Election of one (1) Corporate Auditor

2

BUSINESS REPORT
From January 1 to December 31, 2008

1. Overview of Operations of Asahi Breweries Group(1) Business Progress and Results
Although the Japanese economy traced a gentle but expansionary trend during early2008 thanks to growth supported from the outset by healthy production and export
levels, a continued rise in raw materials prices and the global financial crisis from
September onwards, resulted in a rapid downturn in the economy with a drop in
corporate earnings and deteriorating employment conditions.
In the alcoholic beverages industry, the new-genre market for non-maltbeer-flavored beverages continued to grow, as upward price revisions by brewers
strengthened the value-based appeal of these drinks. However, as the price revisions
made the markets for beer and happoshu (low-malt beer) both decline, and the overallmarket for beer and beer-type beverages contracted on a year-on-year basis as a result.
Alcoholic beverage categories other than the beer and beer-type beverages tended torecord flat or negative growth, highlighting the market’s increasing maturity.
In the soft drink industry, overall sales volumes dropped an estimated 1%
compared with the previous year, despite extremely hot conditions during part of thesummer. The economic downturn was the main factor contributing to this decline,
which reflected a defensive move by consumers away from spending on non-essentials.
Against this backdrop, the Company and its consolidated subsidiaries and affiliates(collectively, the “Asahi Breweries Group” or the “Group”) focused on promoting thethree core elements of their “Third Medium-Term Management Plan” in its second year
during the fiscal year 2008, which provides a basis for the Group management: “brandcultivation and reinforcement,” “reform of the earnings structure” and “investment fordramatic growth.”
The Asahi Breweries Group posted net sales of ¥1,462,747 million, a year-on-year
decline of 0.1%. Operating income increased by 8.7% to ¥94,520 million and recurring
profit rose by 6.9% to ¥96,474 million. Net income totaled ¥45,014 million, an increaseof 0.5% compared with the previous year.

3Net sales
Operating income
Recurring profit
Net income

Asahi Breweries Group (Consolidated)

Asahi Breweries, Ltd. (Non-consolidated)¥1,462,747 million(down 0.1% year-on-year)¥94,520 million(up 8.7% year-on-year)¥96,474 million(up 6.9% year-on-year)¥45,014 million(up 0.5% year-on-year)¥1,019,613 million(down 1.1% year-on-year)¥91,050 million(up 13.9% year-on-year)¥88,562 million(up 14.5% year-on-year)¥38,994 million(down 3.8% year-on-year)

The following provides an overview of the Group’s operations by business segment.
Alcoholic Beverages Segment
In its domestic alcoholic beverages business, the Company promoted brandcultivation and reinforcement initiatives by developing product offerings matched tocustomer needs and undertaking sales promotion activities. At the same time, theCompany focused on creating a resilient earnings structure with less susceptibility tochanging conditions. In March 2008, the Company revised ex-factory prices for its
beers and beer-type beverages to reflect the sharp increases in raw material costs andenergy prices. In September 2008, in a move aimed at facilitating appropriate pricesetting based on costs and profit margins in each stage of distribution, the Company
introduced an open pricing system throughout the shochu, whisky and other spirits andwine categories.
- Beers and Beer-type Products BusinessIn the beer sector, the Company conducted activities aimed at enhancing the valueof its “Asahi Super Dry” flagship brand by promoting such concepts as the “challengeof freshness” and the “great taste of draft beer in kegs.” Total annual sales for the brandexceeded 100 million cases*1 for the 20th consecutive year. In addition, the brand’s
share of the beer market*2 exceeded 50%, a new record.
In the happoshu sector, which saw other market players launch “zero-sugar”
product lines, sales volumes of the “Asahi Style Free” brand that had pioneered thissegment exceeded expectations due to its popularity with customers.
In the new-genre sector, sales of “Clear Asahi” launched in March 2008 topped 14
million cases, and greatly contributed to the activation of the new-genre market in thispartially malt-derived category as the main driver of the expansion of the market.
*1 A case is a volume corresponding to 20 bottles of 633ml.
*2 The beer market share is calculated based on the taxable shipment volumesof the five leading brewers of Japan.

4

- Shochu, Low-Alcohol Beverages, Whisky and Other Spirits, and Wine BusinessIn the shochu sector, the Company channeled management resources into its threecore brands “Kanoka,” “Satsuma Tsukasa” and “Daigoro.” Particular efforts were madeto reinforce the “Kanoka” brand in this year marking the 15th anniversary of its launchwith a consumer campaign and other initiatives.
In the low-alcohol beverages sector, the Company focused on promoting higher
sales of the core brands “Asahi Cocktail Partner,” presenting it as an enjoyable
alternative, and “Asahi Shunka Shibori,” stressing the appeal of freshly squeezed fruit
juice. Elsewhere, as part of the ongoing challenge to create innovative value andstimulate demand, the Company introduced new products such as “Asahi Vegete” and“Asahi Vegesh,” both fruits of its ongoing joint development program with Kagome Co.,Ltd.
In the whisky and other spirits sector, sales of the core brand “Black Nikka Clear
Blend” continued to expand steadily. In April 2008, “Single Malt Yoichi 1987” wonaccolades as the world’s best single malt whisky at the “World Whiskies Awards” of2008 *3, further boosting the prestige of the “Nikka” brand.
In the wine sector, the Company sought to expand sales by cultivating a varied
product lineup. Sales of domestically produced wine were promoted through therenewal of the “Sankaboshizai-Mutenka Wine Monogatari” line of antioxidant-freeorganic wine as part of the “Sainte Neige” brand development program. Among
imported wines, the Company promoted such key labels as “Baron Philippe” and “Louis
Latour.”In the meantime, in September 2008, the Company initiated a voluntary recall andceased sales of some of its imo-shochu product lines following the discovery that themalt rice used in the manufacture of the unprocessed shochu had contained somecontaminated rice husks that had been illegally resold to the Company by Mikasa Foods
Co., Ltd. These actions were taken to avoid any possible harm to consumers from theseproducts. The Company extends its sincere apologies to its shareholders and others
concerned for any problems caused by this incident.
Going forward, the Company is planning to establish a new quality control system
for imo-shochu products. Every effort is being made to address the relevant issues witha view to the early resumption of sales of the affected brands, “Imo-Shochu Kanoka”
and “Satsuma Tsukasa.”*3

The international competition intended exclusively for whiskies that ishosted by “WHISKY Magazine,” the specialized magazine of whiskies in
U.K.

5

- International Alcoholic Beverages Business
The Group significantly expanded its sales volumes in the European market
through a license agreement with Baltika Breweries, Russia’s largest domestic brewer,
granting the latter the right of local production and sales of “Asahi Super Dry.” In
Taiwan, the Company sought a new business development by establishing a joint
venture company with the Taiwanese trading house Mercuries and Associates Ltd.,
which has a direct selling system, one of the largest of its kind in Taiwan, to sell
alcoholic beverages, soft drinks and foods.
Net sales recorded in the alcoholic beverages business segment amounted to¥995,703 million, a decline of 1.6% compared with the previous year. Operating income
increased by 14.5% from the year before to ¥90,762 million, reflecting successful
efforts to improve the efficiency of spending on advertising and promotions. This morethan offset the impact of escalating raw material prices.
Soft Drinks Segment- Domestic Soft Drinks BusinessIn the domestic soft drinks business, Asahi Soft Drinks Co., Ltd. pursued a growthstrategy while implementing further structural reforms and seeking to establish growthin new areas aiming at realizing dramatic growth in this sector.
These efforts focused on channeling management resources toward reinforcing the
key brands at the heart of the growth strategy, “WONDA,” “Mitsuya Cider” and “Asahi
Juroku-Cha.” Annual sales of both “WONDA” and “Mitsuya Cider” exceeded 30
million cases*4 respectively, underscoring the strong presence of these two brands
within the Japanese soft drink market. In addition, the Company continued to focus on
strengthening and cultivating other established brands, notably “Asahi Fujisan-no
Vanadium Ten-Nen-Sui.” It also concentrated aggressive product development efforts
on creating new products tailored to diverse consumer preferences.
Structural reforms within this segment targeted further improvements in theearnings structure by further cooperation within the Group. Along with its efforts tostem the rise in raw materials costs, the Group sought further improvement of productquality and cost reduction through the launch of operations of a newly constructed PET
bottle line at the Ibaraki Plant of the Company.
Its initiatives aimed at achieving growth in new areas included efforts to build a
fresh platform for growth with respect to products and sales channels*5.
In addition to these various initiatives, the start-up of full-scale operations by Asahi
Calpis Beverage Co., Ltd. made a significant contribution to growth in sales during
2008. This joint venture was established to boost the strength and efficiency of theGroup’s vending machine operations, an important sales channel for the soft drink
industry.
6

*4

Calculations of cases sold are based on actual shipment.

*5 Sales channels mean direct and indirect retail sales routes for soft drinks,
including supermarkets, discount outlets, convenience stores, vending
machines, mail order and sales activities conducted by contracted
distributors.
- International Soft Drinks BusinessIn its international soft drinks business, the Group focused on further developmentof its existing base of operations. In China, it provided management support for
Tingyi-Asahi-Itochu Beverages Holding Co., Ltd., which continued to performparticularly well. In South Korea, it initiated reforms to improve the earnings structureof the Group subsidiary Haitai Beverage Co., Ltd. In another development, the Group
entered into a basic agreement with Cadbury plc of the United Kingdom in December
2008 to acquire their Australian beverages business, contemplating to establish theGroup’s soft drinks business base in the Oceania region.
The soft drinks business segment recorded net sales of ¥316,737 million, an
increase of 5.7% compared with the previous year. Operating income fell by 86.6% year
on year to ¥615 million, reflecting the impact of higher raw materials prices in thedomestic soft drinks business and a downturn in sales by beverage operations in South
Korea.
Foods and Pharmaceuticals Segment
In the foods and pharmaceuticals segment, the Group subsidiary Asahi Food &Healthcare Co., Ltd. sought to expand its operations and reinforce its business base bycontinuing to implement a basic strategy targeting growth, structural reforms and themaintenance of high levels of product safety.
This subsidiary’s aggressive sales promotion activities and successive introductionof renewed product lines helped foster growth in sales of such mainstay brands as its“Mintia” breath mints, “Balance Up” nutritionally balanced snack bar, “Dear-Natura”
dietary supplement and “EBIOS” quasi-drug made from brewer’s yeast. Its efforts to
expand its sales channels and promote operating efficiency in the direct marketingbusiness were also successful, contributing to a significant rise in sales.
Wakodo Co., Ltd. pursued a basic growth strategy aimed at expanding operations
while seeking to solidify its business base. Leveraging expertise developed in
production of high-quality baby foods, Wakodo launched a range of baby foods underthe “Goo Goo Kitchen” brand in September 2008 and introduced renewed versions ofmainstay “Haihai” and “Gungun” powdered baby milk brands in October 2008. Its
efforts to reinforce the brand value of its mainstay products proved successful,
contributing to steady growth in sales.
Other efforts to further reinforce the business base included the conclusion of a7

capital and business tie-up with Amano Jitsugyo Co., Ltd., a firm withhighest-performing technical capabilities and manufacturing scale for freeze-dried foods
in Japan.
Net sales in the foods and pharmaceuticals business segment amounted to ¥79,202
million, an increase of 18.1% compared with the previous year. Besides the contribution
from Amano Jitsugyo Co., Ltd., this performance reflected higher sales of mainstay
products. Operating income surged by 44.7% above the previous-year level to ¥1,944
million.
Other Businesses Segment
Lower sales due to the reorganization of wholesaling operations and other factors
led to a downturn in net sales of this segment by 16.4% from the year before to ¥71,104
million, while operating income declined by 41.6% to ¥1,006 million.
Asahi Breweries Group Breakdown of Net Sales (Consolidated)
84th term
85th term
2008
2007
Segment(under review)(previous)
Alcoholic Beverages¥995,703¥1,012,255
Soft Drinks
316,737
299,663
Foods and Pharmaceuticals
79,202
67,088Other Businesses
Total

Million yen
Change inamountChange inpercentage¥(16,552)(1.6)%

17,074

5.7

12,11318.1

71,10485,064(13,959)(16.4)

1,462,747

1,464,071(1,324)(0.1)

Note: The above figures exclude intra-Group sales.

Asahi Breweries, Ltd. Breakdown of Net Sales (Non-consolidated)
84th term
85th term
2008
2007
Business area
(under review)(previous)
Beers and Beer-Type Products¥873,514¥891,888

Million yen
Change inamountChange inpercentage¥(18,374)(2.1)%(Beer)

685,729705,462(19,732)(2.8)(Happoshu)

110,314

124,697(14,382)(11.5)(New Genre)

77,46961,72915,74025.5

Shochu52,71054,878(2,168)(4.0)

Low-Alcohol Beverages

31,39335,707(4,313)(12.1)

Whisky and Other Spirits

27,512

27,326

186

0.7

Wine

14,84015,263

(422)

(2.8)

Other Alcoholic Beverages

3,235

3,234

0

0.0

Contract Manufacture

14,612609

14,002

2,298.9

Real Estate and Others

1,794

1,827

(33)

(1.8)

1,019,613

1,030,736(11,122)

(1.1)

Total

Notes:
1. “Other Alcoholic Beverages” above includes beer-tasted soft drinks and soft drinks for on-sitesales.
2. Effective fiscal 2008, the new “Contract Manufacture” category has been added to reflect the8increasing importance of the production of some of the products of Asahi Soft Drinks Co., Ltd. by
the Company on a contract manufacturing basis.

(2) Management Perspectives
During fiscal 2009, the final year of its “Third Medium-Term Management Plan,”
the Asahi Breweries Group plans to focus on reinforcing its business base. Besides
working to reinforce all its operations to establish a strong earnings base and platform
for future growth, the Company intends to promote Group-wide synergies by building
production systems that are optimized across borders between businesses and bypromoting cross-functional personnel recruiting and transfers.
The Domestic Alcoholic Beverages BusinessConditions are expected to remain challenging in the alcoholic beverages businessin an environment of ongoing shifts in consumer preferences and rising raw materials
costs. The Company will seek to create original value by deploying improved productdevelopment capabilities to cultivate its brands. The Company also aims to make its
earnings structure more resilient to changes in the business environment by promoting
joint purchasing initiatives, both within the Group and in conjunction with third parties,
and by restructuring its production systems.
In the beer and beer-type beverage sector, the Company plans to focus on
reinforcing the flagship “Asahi Super Dry” brand along with other core brands such as“Asahi Style Free” and “Clear Asahi.” At the same time, the Company will respond tothe continuing need to cater to diversifying consumer tastes by establishing new market
segments. In February 2009, the Company will launch “Asahi Off,” a new-genre
beer-type beverage combining reduced purine and low carbohydrate content. In thehapposhu sector, March 2009 will see the launch of “Asahi COOL DRAFT,” a new typeof happoshu blending a sharp taste with a rich, smooth finish.
In the shochu, low-alcohol beverages, whisky and other spirits and wine categories,
the Company plans to continue focusing on the development and reinforcement of its
existing brands while pursuing further enhanced profitability. Its intention remains tocreate systems capable of maintaining reliable supplies of high-quality products while
establishing brands that reassure consumers.
Group Operations
In the soft drinks business, the Group aims to foster dramatic growth, with aparticular focus on Asahi Soft Drinks Co., Ltd., the core Group firm in this segment,
through deployment of the Group’s operational resources and pursuit of a more dynamic,
fast-responding management style. Asahi Soft Drinks will continue pursuing a growthstrategy that focuses on strengthening its core brands, while at the same time furthering
the development and new proposal of brands in growth sectors. Asahi Calpis BeverageCo., Ltd., meanwhile, will pursue enhanced synergies through the integration of its
vending machine operations, while at the same time strengthening the earnings structure9

by targeting operating efficiency.
In the foods and pharmaceuticals business, the Group aims to promote growth insales across the core product ranges of Asahi Food & Healthcare Co., Ltd. and Wakodo
Co., Ltd. with a focus on confectioneries, baby foods, health foods and seasonings. At
the same time, the Company aims to reinforce its product development capabilities andstrengthen its overall business by quickly realizing synergies with Amano Jitsugyo Co.,
Ltd, a new member of the Group.
In international operations, moves to expand the Group’s business domain will
focus on the Asian region. Besides trying to improve the profitability of its alcoholic
beverage operations in China and soft drink business in South Korea, the Group iswilling to realize a stronger strategic partnership with China’s Tsingtao Brewery Co.,
Ltd., a portion of whose issued and outstanding shares the Company is scheduled toacquire in March 2009 subject to approval of Chinese relevant authorities. In addition,
The Company entered into the basic agreement with Cadbury plc to acquire their
Australian beverages business, which will lead to expansion of the Group’s businessbase beyond Asia into Oceania. The Group plans to develop this base into a significant
source of earnings, while at the same time keeping an eye out for new business
investment and alliance opportunities.
Through the “Third Medium-Term Management Plan,” the Asahi Breweries Groupwill endeavor to establish a solid growth path for each business segment of the Group.
At the same time, the Group will seek to boost its overall corporate value through the
pursuit of optimal financial and cash flow strategies. The Group prioritizes investment
opportunities that will help expand its business base, and will pursue and implement
strategic acquisitions and alliances within the “food and healthcare” sector, both inJapan and abroad. No less important than this, the Group intends to follow a flexible
cash flow strategy designed to boost shareholder returns through an optimized mixtureof dividends and treasury stock purchases and to improve its capital efficiency.
The Company cordially requests shareholders’ continuing encouragement andsupport.
(3) Capital Investment Activities
Consolidated capital expenditures in the year under review totaled ¥36,134 million,a large portion of which represented investments made to upgrade existing facilities andimplement energy conservation measures. Other projects are specified below:
Major capital investments and facility upgrades in process during 2008
Segment concerned: Soft drink operations
Item and expenditure: Manufacturing facility for soft drinks: ¥3,947 million (atIbaraki Plant, Asahi Breweries, Ltd.: total projected capital investment of ¥22,500
million)10

(4) Financing Activities
The Company financed the capital investments detailed in item (3) above and othercapital requirements through loans from financial institutions and the issuance ofcommercial paper. In addition, on May 29, 2008, the Company issued two series ofEuroyen conditional convertible bonds with share purchase warrants due in 2023
(15-year, ¥35,000 million bond issue) and 2028 (20-year, ¥35,000 million bond issue),respectively, to procure funds for repayment of the short-term borrowings used tofinance the tender offer for the shares in Asahi Soft Drinks Co., Ltd. and for buybacksof shares in the Company.
(5) Status of Principal Lenders(As of December 31, 2008)
LenderOutstanding balance(Million yen)

Sumitomo Mitsui Banking Corporation

14,500Mizuho Corporate Bank, Ltd.

11,000The Dai-ichi Mutual Life Insurance Company

8,500

Fukoku Mutual Life Insurance Company

8,000

The Norinchukin Bank

7,500

Sumitomo Life Insurance Company

5,500

Development Bank of Japan Inc.

3,625

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

3,500

The Sumitomo Trust & Banking Co., Ltd.

3,000

Mitsubishi UFJ Trust and Banking Corporation

2,500

Note:
Development Bank of Japan was privatized on October 1, 2008, becoming a joint stockcompany, Development Bank of Japan Inc.

11

(6) Financial and Profit/Loss Indicators
A. Financial and profit/loss indicators of Asahi Breweries Group (Consolidated)
82nd term
2005

83rd term
2006

84th term
2007

85th term
2008(under review)

1,430,026

1,446,385

1,464,071

1,462,747

Operating income (million yen)

90,24888,713

86,955

94,520Recurring profit (million yen)

91,45990,10990,21796,474

Net income (million yen)

39,87044,77544,79745,014

Earnings per share (yen)

82.22

94.02

94.94

96.31

Total assets (million yen)

1,218,226

1,288,501

1,324,391

1,299,058

Net assets (million yen)

454,891

509,774

529,782534,627

Net assets per share (yen)951.12

1,012.77

1,089.33

1,122.13

Net sales (million yen)

Notes:
1. Earnings per share are calculated based on the average total number of shares outstanding during
the term. Net assets per share are calculated based on the total number of shares outstanding at
term-end. The number of shares outstanding is exclusive of treasury stock.
2. Effective the 83rd term (FY2006), the Asahi Breweries Group adopted Corporate AccountingStandard No. 5 and Corporate Accounting Standard Implementation Guideline No. 8 issued by the
Accounting Standards Board of Japan, both of which relate to the balance-sheet presentation of net
assets.

12

B. Financial and profit/loss indicators of Asahi Breweries, Ltd. (Non-consolidated)
82nd term
2005

83rd term
2006

84th term
2007

85th term
2008(under review)

1,054,161

1,031,060

1,030,736

1,019,613

Operating income (million yen)

78,51378,596

79,93391,050Recurring profit (million yen)

76,90576,307

77,372

88,562

Net income (million yen)

35,49838,90240,51338,994

Earnings per share (yen)

73.41

81.69

85.84

83.43

Total assets (million yen)

981,151

1,014,878

1,070,506

1,049,190

Net assets (million yen)

433,689449,270482,026

485,538

Net assets per share (yen)907.02954.481,020.24

1,044.56

Net sales (million yen)

Notes:
1. Earnings per share are calculated based on the average total number of shares outstanding during
the term. Net assets per share are calculated based on the total number of shares outstanding at
term-end. The number of shares outstanding is exclusive of treasury stock.
2. Effective the 83rd term (FY2006), Asahi Breweries, Ltd. adopted Corporate Accounting Standard
No. 5 and Corporate Accounting Standard Implementation Guideline No. 8 issued by the
Accounting Standards Board of Japan, both of which relate to the balance-sheet presentation of
net assets.

13

(7) Principal Subsidiaries
Company name
Asahi Soft Drinks Co., Ltd.

Capital(Million yen)
11,081

Shareholdings (%)

Main operations

100.0

Production and sales of softdrinksSales of soft drinks

495

80.0

3,200

100.0

2,918

100.0

The Nikka Whisky DistillingCo., Ltd.
Sainte Neige Wine Co.,Ltd.
Asahi Logistics, Ltd.

14,989

100.0

50

100.0

80

100.0

Asahi Food Create, Ltd.

40

100.0

LB Co., Ltd. (Tokyo)

487

67.9

LB Co., Ltd. (Nagoya)

55

97.0

Amano Jitsugyo Co., Ltd.

67

80.0

Beijing Beer Asahi Co.,Ltd.
Hangzhou Xihu Beer Asahi
Co., Ltd.
Yantai Beer Asahi Co.,Ltd.
Haitai Beverage Co., Ltd.

4,744
(374,910 thousand RMB)
3,882
(276,000 thousand RMB)
3,032
(218,804 thousand RMB)
9,460
(100,000 million KRW)
3,720
(US$32,000 thousand)

47.0

Operation of bars andrestaurants
Production and sales of softdrinks
Production and sales of softdrinks
Production and sales offoods
Brewing and sales of beer

55.0

Brewing and sales of beer

53.0

Brewing and sales of beer

41.0

Production and sales ofsoft drinks
Sales of beer

Asahi Calpis Beverage Co.,Ltd.
Asahi Food & HealthcareCo., Ltd.
Wakodo Co., Ltd.

Asahi Beer U.S.A., Inc.

100.0

Production and sales offoods and pharmaceuticals
Production and sales offoods and pharmaceuticals
Production of alcoholic
beverages
Production of alcoholic
beverages
Cargo transportation

Notes:
1. Shareholding Percentages include shares held indirectly.
2. Asahi Soft Drinks Co., Ltd. became a wholly owned subsidiary of the Company following theacquisition of all its outstanding shares held by minority shareholders, effective of April 30. 2008.
3. Due to voluntary reductions in amount of stated capital, the capital of Sainte Neige Wine Co., Ltd.
was lowered to ¥50 million effective on June 1, 2008 (from ¥125 million at the previous fiscal
year-end).
4. Description of LB Co., Ltd. (Saitama) was changed to LB Co., Ltd. (Tokyo) from this time (for the
avoidance of doubt, there is no change in its legal corporate name or status).
5. Amano Jitsugyo Co., Ltd. became a subsidiary following the Company’s acquisition of 80.0% of its
shares on July 1, 2008.
6. Asahi Beer U.S.A., Inc. became a wholly owned subsidiary following the Company’s acquisition of
0.8% of its shares on November 28, 2008.

14

(8) Acquisition or Disposal of Other Company Shares, Equity Stakes and Stock
Acquisition Rights
In accordance with a resolution approved at a meeting of the Board of Directors on
June 24, 2008, the Company acquired 1,080,000 shares of common stock in Amano
Jitsugyo Co., Ltd. on July 1, 2008, becoming a shareholder holding an equity stake of
80.0% in Amano Jitsugyo and Amano became a consolidated subsidiary of theCompany.
(9) Principal Operations(As of December 31, 2008)

The Group’s principal operations and products are as listed below:
Principal
operations

Principal products
Asahi Super Dry, Asahi Premium Draft Beer Jukusen, Asahi Style Free,
Asahi Honnama Draft, Asahi Honnama Aqua Blue, Asahi Zeitaku Biyori,
Clear Asahi, Asahi Ajiwai, Asahi Gokuuma (beers and beer-type beverages)
Kanoka, Satsuma Tsukasa, Daigoro, Ichibanfuda, SAZAN (shochu)

Alcoholic
Beverages

Asahi Cocktail Partner, Asahi Shunka Shibori, Asahi Tomate (low-alcohol
beverages)
Taketsuru, Black Nikka Clear Blend, Super Nikka, Single Malt Yoichi(whisky)Sainte Neige, Baron Philippe, Louis Latour, Caliterra, Santa Ana, Gancia,
ALMADEN (wine)

Soft Drinks

Mitsuya Cider, Wilkinson, Bireley’s, WONDA, Asahi Juroku-Cha,
Asahi Wakamusha, FAUCHON, Asahi Ikkyu-Chaba Oolong-Cha,
Asahi Fujisan-no Vanadium Ten-Nen-Sui, Asahi Super H2O

Foods andPharmaceuticals

EBIOS, Dear-Natura, Slim Up Slim, Mintia, Balance Up,
Haihai (baby milk), Gungun (baby milk), Goo Goo Kitchen (baby food),
Gyunyuya-san no Kohii (coffee), Oshibori Wetty (wet tissues),
Siccarol (baby skincare powder)15

(10) Principal Offices and Factories(As of December 31, 2008)
Asahi
Breweries,
Ltd.

Registeredhead office
Regional
sales offices

23-1, Azumabashi 1-chome, Sumida-ku, Tokyo
Hokkaido Regional Headquarters (Sapporo), Tohoku Regional
Headquarters (Sendai), Tokyo Regional Headquarters (Chuo-ku,
Tokyo), Chubu Regional Headquarters (Nagoya),
Hokuriku Regional Headquarters (Kanazawa), Kinkiken Regional
Headquarters (Osaka), Chugoku Branch (Hiroshima), Shikoku
Regional Headquarters (Takamatsu),
Kyushu Regional Headquarters (Fukuoka)

Production
facilities

Hokkaido Brewery (Sapporo),
Fukushima Brewery (Motomiya, Fukushima Prefecture),
Ibaraki Brewery (Moriya, Ibaraki Prefecture),
Kanagawa Brewery (Minami-ashigara, Kanagawa Prefecture),
Nagoya Brewery (Nagoya), Suita Brewery (Suita, Osaka
Prefecture), Nishinomiya Brewery (Nishinomiya, Hyogo
Prefecture), Shikoku Brewery (Saijo, Ehime Prefecture), Hakata
Brewery (Fukuoka)

Laboratories

Development Laboratories for Alcoholic Beverages,
Research Laboratories of Brewing Technology,
Development Laboratories for Food Product,
Research Laboratories for Food Technology,
Research Laboratories for Food Safety Chemistry,
Research & Development Laboratories for Packaging,Research & Development Laboratories for Sustainable Value
Creation,
Research Laboratories for Health & Gustatory Science(all in Moriya, Ibaraki Prefecture)

Overseas
offices

North America Office (U.S.A.), Europe Branch (U.K.),
Coordination Division for China Business (China)

16

Subsidiaries

Domestic

Asahi Soft Drinks Co., Ltd.
Headquarters: Sumida-ku, Tokyo
Sales offices: Shutoken Branch (Chuo-ku, Tokyo),
Kinkiken Branch (Osaka), and seven others
Production facilities:
Mt. Fuji (Fujinomiya, Shizuoka Prefecture),
Hokuriku (Nyuzen-machi, Shimoniikawa-gun,Toyama Prefecture), Akashi (Akashi, Hyogo
Prefecture)
Asahi Food & Healthcare Co., Ltd.
Headquarters: Sumida-ku, Tokyo
Wakodo Co., Ltd.
Headquarters: Chiyoda-ku, Tokyo
The Nikka Whisky Distilling Co., Ltd.
Headquarters: Minato-ku, Tokyo
Sainte Neige Wine Co., Ltd.
Headquarters: Yamanashi, Yamanashi Prefecture
Amano Jitsugyo Co., Ltd.
Headquarters: Fukuyama, Hiroshima Prefecture

Overseas

Beijing Beer Asahi Co., Ltd. (China),
Hangzhou Xihu Beer Asahi Co., Ltd. (China),
Yantai Beer Asahi Co., Ltd. (China),
Haitai Beverage Co., Ltd. (Korea),
Asahi Beer U.S.A., Inc. (U.S.A.)

Note: The Company’s registered head office relocated to the above address effective September 1, 2008.

(11) Employees(As of December 31, 2008)
A. Employees of the Asahi Breweries Group (Consolidated)
Business segment

Number of employees

Alcoholic Beverages

7,369(down 55)

Soft Drinks

4,633(up 369)

Foods and Pharmaceuticals

1,411(up 438)

Other Businesses

2,944(up 6)

16,357(up 758)

Total

Note: Figures in parentheses represent increases or decreases from the end of the previous term.

17

B. Employees of Asahi Breweries, Ltd. (Non-consolidated)
Full-time employees

Average age

Average years of service

Average annualcompensation

3,713 (down 12)

40.8

14.4

¥8,923,756

Notes:
1. Figures in parentheses represent increases or decreases from the end of the previous term.
2. Full-time employees include 222 persons seconded to the Company from other companies.
3. In addition to the employees enumerated above, the Company employs 148 persons on a term
contract basis.

(12) Overview of Other Significant Asahi Breweries Group Activities
Research and Development
R&D operations have principally involved the development of new products andtechnologies to reinforce the Group’s existing businesses and to foster new businessdevelopment. Notable R&D achievements in the year under review are outlined below:•

The Company has developed, jointly with Showa Aluminum Can Corporation, an
eco-friendly, next-generation lightweight can end called the “206 SuperEnd™.”
The new can end for beers and beer-type beverages based on the SuperEnd™
technology developed by Crown Holdings Inc., a leading U.S. manufacturer ofcans and other containers, realizes a reduction of about 9% in the amount ofaluminum used in aluminum cans with no change in the external can dimensions
but by changing the shapes of the cans. Therefore, it will contribute to emission
reduction of CO2 during transportation and others.

•

Asahi Soft Drinks Co., Ltd. has developed a new “Fresh Quality” production
method for making carbonated fruit drinks. The new method has been applied in
the production of some “Mitsuya Cider” product lines. By facilitating a highly
advanced degree of hygiene control in filling processes involving sterilized
contents and containers, the new method enables elimination of the heat treatment
process conventionally applied after filling and sealing such products. This has
resulted in an improved taste together with reduced environmental impact andlower costs.

Corporate Social Responsibility (“CSR”)
The Asahi Breweries Group regards CSR-related activities as “proactive measures
to enhance corporate value.” Based on the “Asahi Breweries Group CSR Policy,” theGroup is undertaking CSR-related initiatives in such priority areas as “environmental
conservation” and “educational activities to encourage responsible drinking inmoderation.”•

Among its environmental conservation activities, the Group is focusing primarily
on reducing CO2 emissions as a key approach to helping to prevent global
warming. The Company has so far gone ahead with consulting a variety of othereco-friendly initiatives, and the Company, in a new initiative, has additionally18

developed a Pre Isomeriser & Evaporator (PIE) technology that can reduce CO2
emissions from the boiling processes conducted in brewing by up to 30%. In
appreciation of our development of this “PIE method,” Japan’s Ministry of theEnvironment awarded the Company a Minister’s Prize in 2008 in recognition of
its potential value in the prevention of global warming. Among other efforts, theCompany began providing support for forest development and management
programs as an official supporter of the recreational forests initiative being
promoted by Japan’s Forestry Agency.
Recognizing its social responsibility as an enterprise engaged in the production anddistribution of alcoholic beverages, the Company conducts a range of activities aimed at
encouraging responsible drinking. The Company adheres to voluntary standards
established by the Japanese alcoholic beverages industry governing the advertising,promotion and packaging of such products. The Group also pursues ongoing activities
aimed at preventing problems such as underage drinking and drunk driving. An
educational tool for primary school students entitled “What You Should Learn on
Underage Drinking” dealing with the dangers of underage drinking won the
Outstanding Performance Award in the Printed Material Division of the 6th Consumer
Education Material Recognition organized by the National Institute on Consumer
Education.

19

2. Overview of the Company(1) Shares Outstanding(As of December 31, 2008)
A. Total number of authorized shares

972,305,309

B. Number of shares issued

483,585,862

C. Number of shareholders

115,450(Decreased by 138 from the end of the previous term)

D. Major shareholders
Shareholders’ investment in the Company
Number ofshares held(in hundreds)

Percentage ofshares held (%)

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

247,272

5.1

Japan Trustee Services Bank, Ltd. (Trust Account)

243,455

5.0

Japan Trustee Services Bank, Ltd. (Trust account 4G)

221,133

4.6

Asahi Kasei Corporation

187,853

3.9

The Dai-ichi Mutual Life Insurance Company

179,200

3.7

Fukoku Mutual Life Insurance Company

168,830

3.5

Sumitomo Mitsui Banking Corporation

90,280

1.9

The Sumitomo Trust & Banking Co., Ltd.

81,2601.7

Sumitomo Life Insurance Company

70,9001.5Mizuho Corporate Bank, Ltd.

56,447

1.2

Total

1,546,630

32.0

Note: The Company holds treasury stock numbering 187,621 hundred shares. However, the Company is
excluded from the above list of major shareholders.

20(2) Status of Share Purchase Warrants, etc.
A. Share purchase warrants held by Directors and Corporate Auditors of theCompany, granted as part of remuneration for execution of their duties(As of December 31, 2008)
1) Stock option system
2) Stock option system
3) Stock option system
based on acquisition of
based on acquisition of
based on subscription
treasury stock
treasury stockrightsDate of issuance resolution
March 30, 2000
March 29, 2001
March 28, 2002
Class and number of shares
Common shares:
Common shares:
Common shares:
subject to warrants
16,00064,00095,000Fee for exercise of warrants¥1,115 per share¥1,185 per share¥1,090 per share
Exercisable period
January 1, 2005 to
January 1, 2005 to
January 1, 2005 to
March 29, 2010
March 28, 2011
March 27, 2012
Conditions for exercise of• The warrants are• The warrants are• The warrants are
warrants
exercisable even after
exercisable even after
exercisable even after
the resignation of
the resignation of
the resignation of
Directors or Corporate
Directors or Corporate
Directors or Corporate
Auditors, as the case
Auditors, as the case
Auditors, as the casemay be.
may be.
may be.
• The warrants may be• The warrants may be• The warrants may bepassed on to heirs.
passed on to heirs.
passed on to heirs.
• The warrants shall be• The warrants shall be• The warrants shall becancelled if a holder iscancelled if a holder iscancelled if a holder isdismissed for certain
dismissed for certain
dismissed for certain
specified reasons.
specified reasons.
specified reasons.
• Any assignment or• Any assignment or• Any assignment orpledging of the warrants
pledging of the warrants
pledging of the warrants
is prohibited.
is prohibited.
is prohibited.
Situation concerning the holding of share purchase warrants by Directors and Corporate Auditors
Directors• Number of shares subject • Number of shares• Number of sharesto share purchasesubject to share purchasesubject to share purchase(except Outside Directors)
warrants: 14,000 shares
warrants: 56,000 shares
warrants: 63,000 shares• Number of holders: 6• Number of holders: 6• Number of holders: 5
Outside Directors• Number of shares• Number of shares• Number of sharessubject to share purchasesubject to share purchasesubject to share purchasewarrants: 2,000
warrants: 8,000 shares
warrants: 7,000 shares• Number of holders: 1• Number of holders: 1• Number of holders: 1
Corporate Auditors• Number of shares• Number of shares• Number of sharessubject to share purchasesubject to share purchasesubject to share purchasewarrants: –warrants: –warrants: 25,000 shares• Number of holders: –• Number of holders: –• Number of holders: 2

21

Date of issuance resolution
Number of share purchasewarrants
Class and number of shares subject
to share purchase warrant
Fee for exercise of share purchasewarrants
Exercisable period
Conditions for exercise of sharepurchase warrants

4) First Issue of share purchasewarrants
March 28, 2003
445) Second Issue of share purchasewarrants
March 30, 2004
1,600

Common shares: 44,000

Common shares: 160,000¥830 per share¥1,205 per share

March 28, 2005 to March 27, 2013
March 30, 2006 to March 29, 2014
• The warrants are exercisable even
• The warrants are exercisable evenafter the resignation of Directors orafter the resignation of Directors or
Corporate Auditors, as the case may
Corporate Auditors, as the case maybe.
be.
• The warrants may be passed on to• The warrants may be passed on toheirs.
heirs.
• The warrants shall be cancelled if a
• The warrants shall be cancelled if aholder is dismissed for certain
holder is dismissed for certain
specified reasons.
specified reasons.
• Any assignment or pledging of the• Any assignment or pledging of thewarrants is prohibited.
warrants is prohibited.
Situation concerning the holding of share purchase warrants by Directors and Corporate Auditors
Directors• Number of share purchase warrants:• Number of share purchase warrants:
22
950(except Outside Directors)• Number of shares subject to share• Number of shares subject to sharepurchase warrants: 22,000 sharespurchase warrants: 95,000 shares• Number of holders: 3• Number of holders: 6
Outside Directors• Number of share purchase warrants:• Number of share purchase warrants:–
100• Number of shares subject to share• Number of shares subject to sharepurchase warrants: –purchase warrants: 10,000 shares• Number of holders: –• Number of holders: 1
Corporate Auditors• Number of share purchase warrants:• Number of share purchase warrants:
22550• Number of shares subject to share• Number of shares subject to sharepurchase warrants: 22,000
purchase warrants: 55,000• Number of holders: 4• Number of holders: 4

22

Date of issuance resolution
Number of share purchasewarrants
Class and number of shares subject
to share purchase warrants
Fee for exercise of share purchasewarrants
Exercisable period
Conditions for exercise of sharepurchase warrants

6) Third Issue of share purchasewarrants
March 30, 2005
1,750

7) Fourth Issue of share purchasewarrants
March 30, 2006
2,150

Common shares: 175,000

Common shares: 215,000¥1,374 per share¥1,688 per share

March 30, 2007 to March 29, 2015
March 30, 2008 to March 29, 2016
• The warrants are exercisable even
• The warrants are exercisable evenafter the resignation of Directors orafter the resignation of Directors or
Corporate Auditors, as the case may
Corporate Auditors, as the case maybe.
be.
• The warrants may be passed on to• The warrants may be passed on toheirs.
heirs.
• Any assignment or transfer of the• Any assignment or transfer of theshare purchase warrants is subject toshare purchase warrants is subject toapproval of the Board of Directors.
approval of the Board of Directors.
Situation concerning the holding of share purchase warrants by Directors and Corporate Auditors
Directors• Number of share purchase warrants:• Number of share purchase warrants:(except Outside Directors)
1,000
1,400
• Number of shares subject to share• Number of shares subject to sharepurchase warrants: 100,000
purchase warrants: 140,000• Number of holders: 6• Number of holders: 8
Outside Directors• Number of share purchase warrants:• Number of share purchase warrants:
100
100• Number of shares subject to share• Number of shares subject to sharepurchase warrants: 10,000
purchase warrants: 10,000• Number of holder: 1• Number of holder: 1
Corporate Auditors• Number of share purchase warrants:• Number of share purchase warrants:
650
650• Number of shares subject to share• Number of shares subject to sharepurchase warrants: 65,000
purchase warrants: 65,000• Number of holders: 5• Number of holders: 5

23

B. Important items regarding other share purchase warrants
Overview of Euroyen conditional convertible bonds with share purchase warrants
adopted by resolution of the Board of Directors of May 13, 2008

Date of issuance resolution
Date of issue
Outstanding amount of bonds withshare purchase warrants

1) Euroyen conditional convertible
bonds with share purchase warrants
maturing in 2023
May 13, 2008
May 29, 2008
¥35,168 million

2) Euroyen conditional convertible
bonds with share purchase warrants
maturing in 2028
May 13, 2008
May 29, 2008
¥35,000 million

Details concerning the share purchase warrants
Number of share purchasewarrants

Class and number of sharessubject to share purchasewarrants
Fee for exercise of sharepurchase warrants
Exercisable period
Conditions for exercise of sharepurchase warrants

Conditions under which theCompany may acquire sharepurchase warrants

Total of 35,000 and the number
calculated by dividing the total facevalue of the substitute bonds with sharepurchase warrants by ¥1,000,000
Common shares: 16,611,295

Total of 35,000 and the number
calculated by dividing the total facevalue of the substitute bonds with sharepurchase warrants by ¥1,000,000
Common shares: 17,073,170¥2,107 per share¥2,050 per share

June 12, 2008 to May 12, 2023
• Certain share purchase warrants may
not be exercised.
• Prior to May 29, 2011, but only when
the closing price of the Company’scommon stock for 20 of the last 30
trading days (including the last
trading day) exceeds 125% of theconversion price (¥2,107) as of thelast trading date of each quarter. In
such cases, exercise is possible, in
principle, during the following
quarter.
• On or after May 29, 2011, theCompany may acquire all of thebonds after notifying thebondholders.
• The acquisition date shall be at least
60 but no more than 75 days from thenotification date.

June 12, 2008 to May 12, 2028
• Certain share purchase warrants may
not be exercised.
• Prior to May 29, 2014, but only when
the closing price of the Company’scommon stock for 20 of the last 30
trading days (including the last
trading day) exceeds 125% of theconversion price (¥2,050) as of thelast trading date of each quarter. In
such cases, exercise is possible, in
principle, during the following
quarter.
• On or after May 29, 2014, theCompany may acquire all of thebonds after notifying thebondholders.
• The acquisition date shall be at least
60 but no more than 75 days from thenotification date.

24

(3) Directors and Corporate Auditors of the Company
A. Directors and Corporate Auditors(As of December 31, 2008)
Name

Areas of responsibility, primary positions, andrepresentation of other companies andorganizations

Position

Kouichi Ikeda

Chairman of the Board andRepresentative Director

Hitoshi Ogita

President and Representative
Director

Masatoshi Takahashi

Senior Managing Director

Senior Managing Executive Officer, Domestic
Marketing Headquarters of the Company

Masahiko Osawa

Managing Director

Managing Executive Officer, Senior General
Manager of International Headquarters of theCompany
President and Representative Director of
AI Beverages Holding Co., Ltd.
Representative Director and Chairman of theBoard of Haitai Beverage Co., Ltd.

Naoki Izumiya

Managing Director

Managing Executive Officer, Senior General
Manager of Liquor Sales & Marketing
Headquarters of the Company

Kazuo Motoyama

Managing Director

Managing Executive Officer, Group
Headquarters (Corporate Planning Department,
Public Relations Department, Logistics
Department and IT Strategy & BPM
Department) of the Company

Akiyoshi Koji

Managing Director

Managing Executive Officer, Group
Headquarters (Personnel Department, Finance
Department and Institute of Lifestyle &Culture) of the Company

Shin Iwakami

Managing Director

Managing Executive Officer, Group
Headquarters (Quality Assurance Department)
and Research & Development Headquarters of
the Company
Chairman of the Board of Asahi Breweries
Foundation

Noriyuki Karasawa

Director

Executive Officer, Group Headquarters(Procurement Department) and Senior General
Manager of Production Headquarters of theCompany

Nobuo Yamaguchi

Outside Director

Chairman of the Board and Representative
Director of Asahi Kasei Corporation
Chairman of the People’s Political Association

25

Chairman of the Board of Asahi Beer Arts
Foundation

Name

Areas of responsibility, primary positions, andrepresentation of other companies andorganizations

Position

Mariko Bando

Outside Director

President of Showa Women’s University
Director of The Institute of Women’s Culture,
Showa Women’s University
Chairman of the Board of Rural Women
Empowerment and Life Improvement
Association

Yoshihiro Goto

Standing Corporate Auditor

Yoshifumi Nishino

Standing Corporate Auditor

Takahide Sakurai

Outside Corporate Auditor

Senior Advisor to The Dai-ichi Mutual Life
Insurance Company

Naoto Nakamura

Outside Corporate Auditor

Partner and Attorney at Law, Nakamura,Tsunoda & Matsumoto Law Offices

Tadashi Ishizaki

Outside Corporate Auditor

Professor, Faculty of Commerce, Chuo
University

Notes:
1. Directors Nobuo Yamaguchi and Mariko Bando are Outside Directors as defined in Item 15, Article 2of the Corporation Law.
2. Corporate Auditors Takahide Sakurai, Naoto Nakamura and Tadashi Ishizaki are Outside Corporate
Auditors as defined in Item 16, Article 2 of the Corporation Law.
3. Corporate Auditor Yoshihiro Goto was formerly Director in charge of finance of the Company andhas considerable expertise in finance and accounting.
4. Corporate Auditor Naoto Nakamura who is an attorney at law is jurisprudent, among others, tocorporate legal affairs; he also has considerable expertise in finance and accounting.
5. Corporate Auditor Tadashi Ishizaki has carried out research on accounting for many years as auniversity professor; he has considerable expertise in finance and accounting.
6. Directors Yoshifumi Nishino and Yukio Okamoto and Corporate Auditor Sugao Nishikawa retired
upon the expiration of their terms of office at the conclusion of the 84th Annual Shareholders’ Meeting
held on March 26, 2008.
7. Noriyuki Karasawa and Mariko Bando were newly elected as Directors and Yoshifumi Nishino was
newly elected as Corporate Auditor, at the 84th Annual Shareholders’ Meeting held on March 26, 2008,
and all assumed their respective offices. On the same day, Mr. Nishino was appointed as Standing
Corporate Auditor by a resolution of Board of Corporate Auditors, and he assumed his office.

26

8. In addition to the foregoing, important concurrent positions held by Directors and Corporate
Auditors are as follows.

Directors
Name

Companies and other organizations in which
Directors hold concurrent positions

Specific concurrent
position

Kouichi Ikeda

New Otani Co., Ltd

Director

Masatoshi Takahashi

ORION BREWERIES, LTD.

Director

Masahiko Osawa

Tingyi-Asahi-Itochu Beverages Holding Co.,Ltd.

Vice Chairman

Kazuo Motoyama

Asahi Logistics, Ltd.

Director

Amano Jitsugyo Co., Ltd.

Director

Asahi Soft Drinks Co., Ltd.

Corporate Auditor

Asahi Food & Healthcare Co., Ltd.

Corporate Auditor

Wakodo Co., Ltd.

Corporate Auditor

AI Beverages Holding Co. Ltd.

Director

Tingyi-Asahi-Itochu Beverages Holding Co.,Ltd.

Director

Haitai Beverage Co., Ltd.

Director

Asahi Soft Drinks Co., Ltd.

Director

Asahi Food & Healthcare Co., Ltd.

Director

Wakodo Co., Ltd.

Director

AI Beverages Holding Co. Ltd.

Director

Tingyi-Asahi-Itochu Beverages Holding Co.,Ltd.

Director

The Nikka Whisky Distilling Co., Ltd.

Director

LB Co., Ltd. (Tokyo)

Director

LB Co., Ltd. (Nagoya)Director

Nippon Television Network Corp.

Director

The Shoko Chukin Bank, Ltd.

Director

The Yomiuri Shimbun Holdings

Corporate Auditor

Asahi Mutual Life Insurance Co.

Director

Showa Women’s University

Director

Akiyoshi Koji

Shin Iwakami

Noriyuki Karasawa

Nobuo Yamaguchi

Mariko Bando27

Corporate Auditors
Name

Companies and other organizations in which
Corporate Auditors hold concurrent positions

Specific concurrent
position

Yoshihiro Goto

Asahi Soft Drinks Co., Ltd.
Wakodo Co., Ltd.

Corporate Auditor
Corporate Auditor

Yoshifumi Nishino

Asahi Food & Healthcare Co., Ltd.
The Nikka Whisky Distilling Co., Ltd.
Amano Jitsugyo Co., Ltd.

Corporate Auditor

Takahide Sakurai

Imperial Hotel, Ltd.
Seven Bank, Ltd.

Director
Director

Naoto Nakamura

Mitsui & Co., Ltd.

Corporate Auditor

Corporate Auditor
Corporate Auditor(Reference) In addition to the above, Executive Officers who do not serve concurrently as
Directors are as follows.
Name

Position
Senior Managing
Executive Officer

Masaru Kuraguchi

Managing Executive
Officer

Yuji Ninomiya, Akira Matsunobu, Seikou Takahashi

Executive Officer

Fumio Yamasaki, Kenji Taniguchi, Katsuyuki Kawatsura, Makoto Sugiura
Masafumi Tanino, Yoshihisa Kitagawa, Toshihiko Nagao, Naoki Morie
Norio Naito, Takayoshi Kanaya, Toshio Mori, Hideaki Takemoto
Shoji Tsumura, Takami Maruyama, Toshio Kodato, Katsutoshi Takahashi
Shinichi Hirano

B. Remuneration paid to Directors and Corporate Auditors

Category

Directors’ and Corporate Auditors’compensation
Total amount of
Number of
remuneration paid
persons
remunerated(yen)

Directors’ and Corporate Auditors’
bonuses
Total amount of
Number of
remuneration paid
persons
remunerated(yen)

Total amount(yen)

Directors

13

384,480,000

13

105,000,000

489,480,000[of which, Outside Directors][3][21,600,000][3][6,700,000][28,300,000]

Corporate Auditors

6

92,370,000

63,800,000

96,170,000[of which, Outside Auditors][3][30,600,000][3][1,500,000][32,100,000]

Notes:
1. The above includes Directors Yoshifumi Nishino and Yukio Okamoto and Corporate Auditor
Sugao Nishikawa, who retired upon conclusion of the 84th Annual Shareholders’ Meeting held on
March 26, 2008. After retiring from the position of Director, Mr. Nishio assumed his office as
Corporate Auditor on the same day and is therefore represented as both a Director and a Corporate
Auditor.
2. A resolution authorizing payments associated with the termination of the retirement bonus system
to be paid at the time of retirement was passed at the 83rd Annual Shareholders’ Meeting held on
March 27, 2007. As of the end of the fiscal year under review, the anticipated total amount of
future payments was as follows:
Total of ¥136,500,000 to six Directors (including ¥19,500,000 to one Outside Director)
Total of ¥33,000,000 to three Outside Corporate Auditors
3. The total amount of Directors’ remuneration is limited to ¥760 million (including ¥50 million for
Outside Directors) per year according to the resolution passed at the 83rd Annual Shareholders’28Meeting held on March 27, 2007.
4. The total amount of Corporate Auditors’ remuneration is limited to ¥120 million (including ¥40
million for Outside Corporate Auditors) per year according to the resolution passed at the 83rd
Annual Shareholders’ Meeting held on March 27, 2007.

C. Outside Directors and Outside Corporate Auditors•

Concurrent positions held by Outside Directors (as for persons who are involved in
execution of operations of other companies or who are outside directors or outside
corporate auditors of other companies)
Name

Companies at which concurrent positions are held and positions held

Nobuo Yamaguchi

Chairman of the Board and Representative Director of Asahi Kasei Corporation
Outside Director of Nippon Television Network Corp.

Mariko Bando

Outside Director of The Shoko Chukin Bank, Ltd.
Outside Corporate Auditor of The Yomiuri Shimbun Holdings
Outside Director of Asahi Mutual Life Insurance Company

Note:
Director Nobuo Yamaguchi is Chairman of the Board and Representative Director of Asahi Kasei
Corporation. Although Asahi Kasei is one of the major shareholders of the Company, it does not havea significant commercial relationship with the Company.
•

Concurrent positions held by Outside Corporate Auditors (as for persons who are
involved in execution of operations of other companies or who are outside
directors or outside corporate auditors of other companies)
Companies at which concurrent positions are held and positions held

Name

Takahide Sakurai
Naoto Nakamura•

Outside Director of Imperial Hotel, Ltd.
Outside Director of Seven Bank, Ltd.
Outside Corporate Auditor of Mitsui & Co., Ltd.

Major activities of Outside Directors and Outside Corporate Auditors

Name

Position

No. of Board of
Directors
meetings
attended

No. of Board of
Corporate
Auditors
meetings
attendedForm of participation

Nobuo
Yamaguchi

OutsideDirector

12/12－

Mr. Yamagjchi participated in
discussions as necessary,
primarily from theperspective of his wealth ofexperience as a manager.

Mariko Bando

OutsideDirector

10/10－

Ms. Bando participated in
discussions as necessary,
primarily from theperspective of her wealth ofexperience as an educator.

Takahide
Sakurai

OutsideCorporate
Auditor

8/12

5/7

Mr. Sakurai participated in
discussions as necessary,
primarily from theperspective of his wealth ofexperience as a manager.

29

Name

Position

No. of Board of
Directors
meetings
attended

No. of Board of
Corporate
Auditors
meetings
attendedForm of participation

Naoto
Nakamura

OutsideCorporate
Auditor

10/12

7/6

Mr. Nakamura participated in
discussions as necessary,
primarily from his expert
perspective as an attorney atlaw.

TadashiIshizakiOutsideCorporate
Auditor

12/12

7/7

Mr. Ishizaki participated in
discussions as necessary,
primarily from his expert
perspective as a scholar ofaccounting.

Notes:

1. In addition to the above meetings of the Board of Directors held during the term, two deemed
resolutions were passed in writing as per Article 370 of the Corporation Law.
2. Mariko Bando was newly elected as a Director at the 84th Annual Shareholders’ Meeting held on
March 26, 2008, and the number of meetings held during her tenure is therefore different fromthat for other Outside Directors and Outside Corporate Auditor.
•

Summary of agreements limiting liability
The Company has entered into an agreement with each of its Outside Directors andOutside Corporate Auditors limiting his/her liability for damages as prescribed in
Paragraph 1, Article 423 of the Corporation Law, to either ¥20,000,000 or theminimum amount stipulated by applicable laws and regulations, whichever ishigher.

(4) Independent Auditor
A. Name of the Independent Auditor

AZSA & Co.
B. Remuneration paid to the Independent Auditor for the fiscal year under review
Amount payable
Remuneration paid for the fiscal year under review¥97 million

Total of cash and other financial profits payable by the Company andits subsidiaries to the Independent Auditor¥215 million

Notes:
1. In its agreement with the Independent Auditor, the Company makes no distinction between the
remuneration that it pays for auditing services governed by the Corporation Law and for auditing
services governed by the Financial Instruments and Exchange Law. Consequently, the amountshown above is a sum of these two amounts.
2. All subsidiaries which are subject to statutory audit by an independent auditor have been audited
by AZSA & Co.

30

C. Nature of non-audit professional services provided by the Independent Auditor

The Company also assigns to its Independent Auditor professional duties,
including “advice on construction of internal control system in financial reporting,”
which are not statutory auditing duties stipulated in Paragraph 1, Article 2 of theCertified Public Accountants Law.
D. Company Policy regarding dismissal of or decision not to reappoint the Independent
Auditor

Article 340 of the Corporation Law stipulates that the Board of Corporate
Auditors shall be entitled to dismiss the Independent Auditor for reasons stipulated
therein. In addition, when it is reasonably recognized that the Independent Auditor is nolonger able to execute its duties in an appropriate manner, the Company, with a priorconsent of, or a request by, the Board of Corporate Auditors, shall offer to the
Shareholders’ Meeting a resolution to dismiss or not to reappoint the Independent
Auditor.

31

3. Systems to Ensure Appropriate Execution of Directors’ Duties in
Conformity With Laws and Regulations and the Articles ofIncorporation, and Other Systems to Ensure Appropriate Business
Operations
The Board of Directors passed the following resolution with respect to theabove-mentioned systems:
The Company has adopted the following corporate philosophy: “The Asahi
Breweries Group aims to satisfy its customers with the highest levels of quality andintegrity, while contributing to the promotion of healthy living and enrichment of thesociety worldwide.” To make these aims a reality, the Company shall:•establish, in accordance with the Corporation Law and the Enforcement
Regulations of the Corporation Law, the following basic policies (the “Basic
Policies”) to improve systems designed to ensure appropriate business operationsof the Company and its subsidiaries (the “Group Companies”) (the “Internal
Control”);•

recognize that it is the Representative Director(s) who shall assume the ultimate
responsibility for the improvement of the Internal Control in accordance with thisresolution and demand the Representative Director(s) to cause the Directors andExecutive Officers, through the respective departments they are in charge of, todevelop and fully enforce individual internal regulations and manuals required
based on the Basic Policies; and•take steps to maintain and enhance the effectiveness of the Internal Control byreviewing the Basic Policies and relevant internal regulations and manuals, etc. in atimely and appropriate manner in accordance with changes in conditions andcircumstances.

<System to ensure execution of duties by Directors and employees in conformity withlaws and regulations and the Articles of Incorporation of the Company>A.

In accordance with a statement of “fair and transparent corporate ethics” asstipulated in its Corporate Action Guidelines, the Company shall establish the“Regulations on Corporate Ethics for the Asahi Breweries Group” and procure its
Directors, Corporate Auditors and employees abide by these regulations.

B.

The Company shall establish the “Corporate Ethics Committee for the Asahi
Breweries Group,” which will oversee the compliance affairs of the Asahi
Breweries Group. One of the committee’s members shall be an outside
attorney-at-law.

C.

An Executive Officer of the Company in charge of compliance shall have theauthority to manage compliance-related risks within the Asahi Breweries Group.
The General and Legal Affairs Management Department shall handle day-to-day
tasks of implementation of the compliance program.
32

D.

The Company shall assign one person as compliance-promotion personnel in eachof the business establishments of the Company and the Group Companies tooversee the promotion of compliance in each business establishment. In
conjunction with the Company’s Legal Section and the General Affairs Department
at each business establishment of the Group Companies, all compliance-promotion
personnel shall endeavor to disseminate legal knowledge and to heighten a generalawareness of importance of compliance in each business establishment.

E.

The Company shall establish a “Clean Line System” for employees of the Asahi
Breweries Group, enabling them to blow the whistle on illicit behavior of others toa specific section of the Company or a designated outside attorney-at-law.

F.

The Company shall establish a “Basic Policy on Procurement” addressing mutual
cooperation for fair deals and social responsibilities between the Company andsuppliers and a “Clean Line System for Suppliers”enabling suppliers to blow awhistle on illicit behavior of employees of the Company to a specific section of theCompany. The Company shall inform and spell out these measures to its suppliersin a bid to enable the Company to improve and develop the system of the Internal
Control in cooperation with its suppliers.

G.

The operational details of the aforementioned agencies and systems shall bespelled out under a separately prepared set of internal regulations entitled “Basic
Regulations on Corporate Ethics of the Asahi Breweries Group.”< System to ensure the preservation and management of information related to
execution of duties by Directors>
A.

Information related to execution of duties by Directors shall be properly preserved
and managed in accordance with document-management regulations and otherrelated regulations and manuals.

B.

The aforementioned information shall be preserved and managed in a way
accessible by Directors and Corporate Auditors for inspection at any time.

C.

Control over the clerical tasks related to preservation and management of theforegoing information shall be determined by individual relevant regulations.

<Regulations and other organizational structures to manage risk of loss>A.

The Company shall develop and adopt basic regulations related to risk
management and shall affirm such regulations as the highest standards governing
risk management within the Asahi Breweries Group. It shall also develop andadopt an operational manual on risk management and disseminate the same among
all over the Group.

B.

In addition to having the appropriate departments manage risk in their respective
areas, the Company shall establish the “Asahi Breweries Group Risk Management
Committee” as a vehicle for comprehensive risk management across the entire
Asahi Breweries Group. This committee shall periodically analyze and evaluate
33

risks in accordance with the regulations and manuals cited in the previous
paragraph and, when necessary, carry out comprehensive reviews of the risk
management system. An utmost attention shall be paid to the risk of failing tomaintain product quality. As food and drink manufacturers, the Asahi BreweriesGroup strongly recognizes their social responsibility to consumers to ensure thesafety of their products.
C.

In the event of any major accident, disaster or scandal, the Company shall establish
a crisis-response meeting chaired by a Representative Director.

<System to ensure efficient execution of duties by Directors>
A.

To ensure efficient performance of duties by Directors, the Board of Directors shalldivide duties in a reasonable way to be delegated to different Directors and shallappoint appropriate persons as Executive Officers in charge of different divisions.

B.

The Company shall establish standards on authority stipulating rules of delegationof power and for a mutual checks-and-balances mechanism among different
divisions.

C.

The Company shall ensure effective utilization of the system of the Corporate
Strategy Board and the Business Unit Management Board.

D.

To maximize operational efficiency, the Company shall utilize indices that provide
an objective and rational way of measuring its management and control ofoperations; and it shall employ a unified system of follow-up and evaluation.

<System to ensure appropriate operations of the corporate group consisting of theCompany and its parent (if any) and its subsidiaries>
A.

All systems required for the Internal Control, including those for compliance andrisk management, shall apply comprehensively across the entire Asahi BreweriesGroup. As the corporate headquarters of the Group, the Company shall manage andoperate the said systems of the Group Companies in accordance with theconditions and circumstances individual companies are facing.

B.

The Company’s Internal Auditing Division shall conduct audits of the Group
Companies.

C.

Each of the Group Companies shall be required to provide reports on performanceof its operations including risk-related information, to the Corporate Auditors of
the Company.

D.

Decision-making authority related to business activities of the Group Companies
shall be subject to the document entitled “Standards of Authority for the Group
Companies.”

34

<Securement of employees in the event that Corporate Auditors request staff to assist
in their auditing duties>
The Board of the Corporate Auditors shall retain staff from among employees of
the Company, for assistance in the day-to-day activities of the Corporate Auditors.
<Independence of employees assigned to assist the Corporate Auditors from the
Directors>
A.

When a member of the staff of the Board of Corporate Auditors, as stipulated in theprevious paragraph, receives an order from a Corporate Auditor in relation toauditing duties, he/she shall not be subject to directives or orders from Directors orother employees regarding that order.

B.

Any issuance of orders to, personnel transfers of, merit evaluations of, or
reprimands of a member of the staff of the Board of Corporate Auditors shallrequire the prior concurrence of Corporate Auditors.

<System for Directors’ and employees’ reporting to Corporate Auditors; system
relating to other reporting to Corporate Auditors>
A.

Directors and employees shall report regularly to Corporate Auditors on mattersrelated to the Internal Control, and shall report on an as-needed basis when asignificant event occurs. When necessary, the Corporate Auditors shall be entitled
to request reports from the Directors and employees (including from Directors andemployees of the Group Companies).

B.

Directors shall ensure that Corporate Auditors have every opportunity to participate
in the Board of Directors meetings, the Corporate Strategy Board meetings and theBusiness Unit Management Board meetings. Directors shall provide details of theagenda items of such meetings beforehand for Corporate Auditors.

C.

Corporate Auditors shall at all times have the right to review the minutes ofimportant meetings, documents of approval, etc.

<Other systems ensuring effective auditing by Corporate Auditors>
To ensure the effectiveness of auditing activities, Directors shall ensure
opportunities for Corporate Auditors to exchange information and opinions regularly
with members of the Internal Auditing Division of the Company and with the
Independent Auditor.

35

4. Basic Policy Regarding Control of the Company in Deciding its
Policies on Finance and Business<Basic policy>
The Company believes that control over decision-making related to its finance andbusiness policies must reside in persons who make it possible for the Company topreserve and enhance corporate value and the common interests of shareholders on asustained and continuous basis. Such persons must, the Company believes, exert thiscontrol on the basis of a proper understanding of various factors including factors that
constitute corporate value for the Asahi Breweries Group, beginning with the principles
that are its sources: “the creation of attractive products”; “commitment to productquality and craftsmanship”; and “actions that deliver inspiration to customers.” They
must understand as well how the Group’s tangible and intangible management resources
contribute to corporate value and how measures that are executed with an eye toward
the future also potentially impact such value.
The Asahi Breweries Group has adopted as its management creed “creating
customer satisfaction, and contributing to the health of the world’s peoples and to theenrichment of society, through outstanding product quality and sincere action”. Guided
by these ideals, the Group has positioned itself successfully in several core businesses:
beer and other alcoholic beverages, soft drinks, and foods and pharmaceuticals.
Based on this management creed, the Group has endeavored to enhance its overall
growth and corporate value through actions that reinforce the sources of this growth andvalue: by anticipating customer needs in “the creation of attractive products”; bycollaborating company-wide in its “commitment to product quality and craftsmanship” as epitomized by the actions of its production, distribution and sales divisions to bringcustomers the freshest beer possible; and by demonstrating through such products andservices “actions that deliver inspiration to customers”.
The Board of Directors of the Company (the “Board”) is not always in a position toautomatically object to a so-called “hostile takeover”, which is pursued without
approval from the Board provided that such takeover is intended to contribute to theenhancement of the Company's corporate value and the common interests ofshareholders of the Company. Also, the Board recognizes that the final decision as towhether to accept a proposal for an acquisition of shares in the Company that would
lead to a transfer of control of the Company should be made based on the will of theshareholders as a whole.
It shall be noted, however, that, there are not a few cases of large-scale sharepurchases that would not contribute to the enhancement of the corporate value and thecommon interests of shareholders of target companies, including ones that would, inlight of their purposes, cause obvious damage to the corporate value and the common
interests of shareholders or could effectively coerce shareholders to sell their shares,
ones that the purchaser does not provide information and time reasonably necessary forthe target company’s board of directors and shareholders to review and examine details
36

of the proposed purchase or for the target company’s board of directors to make analternative proposal, and ones where the target company’s board of directors would
have to conduct negotiation with the purchaser so as to seek more favorable terms thanthose initially proposed by the purchaser.
In this way, investors contemplating a large-scale purchase of shares in the
Company could thus damage the Group’s corporate value and the common interests ofshareholders if they do not understand the sources of the Group’s corporate value andare unable to preserve and enhance these sources over the medium-to-long term.
Accordingly, the Company believes that it is absolutely essential for it to establish aframework that deters large-scale share purchases that undermine the Group’s corporate
value and the common interests of its shareholders.
<A framework that contributes to the realization of the basic policy>
The Company is implementing the following measures to preserve and enhance its
corporate value and the common interests of shareholders. It believes that thesemeasures will contribute to the realization of the basic policy spelled out above.
A. Medium-Term Management Plan of the Asahi Breweries Group

Under its Third Medium-Term Management Plan, which the Company developed
and adopted in 2007, the Company has formulated a long-term Group vision inwhich it defines its thinking with respect to strengthening specific areas ofoperation and enhancing its corporate value. It declares in the plan that “the Asahi
Breweries Group will make ‘food and healthcare’ its business domain, and that it
will aim to become a fast-growing leader in the industry, principally in the Asian
region, by continuing to provide customers with joy and inspiration throughout
their lifetimes”.
To make this long-term vision a reality, the Group will seek first of all to strengthen
its competitiveness in “craftsmanship-based manufacturing”. With this as a point of
departure, the entire Group will endeavor to establish a new growth path andenhance the value of its corporate brands by elevating the value of the Asahi brandand by creating self-sustaining interactions and synergies between the Asahi brandand the Group’s diverse array of other brands.
B.

Corporate governance

On March 30, 2000, the Company adopted a system of executive officers. Its aim
was to separate the decision-making functions of management from the executionof operations. In addition to expediting the execution of operations, it sought tostrengthen the oversight function of the Board of Directors. It also selected Outside
Directors and made it possible for these Directors to perform a monitoring function
by establishing a Nomination Committee and a Compensation Committee under the
Board of Directors with Outside Directors as part of its members.

37

To underscore the responsibilities of management to shareholders, moreover, theCompany changed the terms of office of Directors from two years to one year at the83rd Annual Shareholders’ Meeting held on March 27, 2007.
<Framework to prevent persons who are deemed inappropriate in light of theCompany’s basic policy from taking control of the Company in deciding its policies
on finance and business (framework of takeover defense measures)>
With the approval of the shareholders at the 83rd Annual Shareholders’ Meeting
held on March 27, 2007, the Company adopted a plan against large-scale purchases ofthe shares in the company (hereinafter, “the Plan”).
The Plan, with a view to enhancing the Company's corporate value and thecommon interests of shareholders, lays down procedures for measures to be taken in theevent that the Company becomes a target of a large-scale purchase of shares or a similar
move or a proposal thereof (hereinafter collectively, a “Purchase”). Such measures
include: (1) requiring a person contemplating a Purchase (a “Purchaser”) to provide
necessary and sufficient information in advance; (2) securing time necessary forgathering and examining information concerning the Purchase; and (3) presenting analternative proposal to shareholders of the Company or conducting negotiations with thePurchaser.
The Plan shall be applicable to any of the following two types of Purchases:
A. A purchase of shares in the Company as a result of which the purchaser’s
shareholding ratio will rise to 20% or more of the total outstanding shares in the
Company; or
B. A tender offer for shares in the Company as a result of which the purchaser’s
shareholding ratio targeted by the tender offer and the holding ratio of its “special
affiliates”, when combined, will be 20% or more of the total outstanding shares in
the Company.
A Purchaser contemplating a Purchase shall be requested to provide in advance ofcommencement of the Purchase a document containing the information necessary toevaluate the content of the Purchase and a written pledge to observe and follow theprocedures set forth in the Plan in conducting the Purchase. Thereafter, the information
submitted by the Purchaser will be presented to the Independent Committee whose
members shall consist of Outside Directors, Outside Corporate Auditors and/or experts
all of whom are independent of management of the Company. The information will beassessed and evaluated by this committee. On its own accord, the Independent
Committee will obtain advice from independent third parties (including financial
advisers, CPAs, lawyers, consultants and other experts) and, on the basis of such advice,
will assess and evaluate the content of the Purchase, evaluate alternative proposals
offered by the Company’s Board of Directors, negotiate with the Purchaser, anddisclose information to shareholders of the Company. If the Independent Committee
determines that the information provided by the Purchaser does not meet the criteria for
the Required Information (as defined in the Plan), it may, either directly or indirectly,
38request the Purchaser to submit additional information within an appropriate period oftime as designated by the Independent Committee. In this event, the Purchaser shallsubmit such additional information within the period of time provided.
The Independent Committee will make recommendations to the Board to executethe Plan to allot gratis the Stock Acquisition Rights (as defined in the Plan) toshareholders of the Company if the Independent Committee has determined that thePurchase meets either of the requirements for exercise of the Plan and it is appropriate
to so exercise: e.g. in case the Purchaser has not observed and followed the procedures
specified in the Plan or in case, as a result of review by the Committee, the Committee
concludes the Purchase could cause obvious damage to the Company’s corporate value
and the common interests of shareholders in the opinion of the Committee. These stockacquisition rights shall entitle their holders to acquire one share of the common stock in
the Company by exercising the rights at a price to be determined by the Company’s
Board of Directors - which shall be set at a level between a minimum of one (1) yen anda maximum of one-half the market value per share of the Company’s stock. In addition,these rights shall contain conditions that exclude the Purchaser from exercising therights and shall also be accompanied by provisions that enable the Company to acquireone (1) stock acquisition right in exchange for one (1) share of the Company’s stockfrom persons other than the Purchaser.
While paying its utmost respect to the recommendation made by the Independent
Committee as stated above, the Company’s Board of Directors shall, as theorganizational body authorized to do so under the Corporation Law, promptly decide
whether or not to execute the gratis Allotment of the Stock Acquisition Rights.
The Plan shall be effective from the close of the 83rd Annual Shareholders’ Meeting
held on March 27, 2007 until the close of the Company’s annual meeting ofshareholders that concerns the last one of the Company’s business years that end within
three years from the close of the 83rd Meeting.
Notwithstanding the above, the Company may abrogate the Plan even before theeffective period expires upon a decision thereof by the Board. Also, the Board may
amend or alter the Plan during its effective period subject to approval by the
Independent Committee.
When the Plan is thus abrogated, amended or altered, the Company shall promptly
disclose to the public information with regard to the background of such abrogation,
amendment or alteration, as the case may be, and, in the case of amendment oralteration, the outline of such amendment or alteration and other necessary matters.
Under the Plan, shareholders of the Company remain directly and specificallyunaffected unless and until the gratis Allotment of the Stock Acquisition Rights is
executed. On the other hand, if the Plan is set in motion and a gratis Allotment of theStock Acquisition Rights is executed, the shares held by a shareholder of the Company
will be subject to dilution unless he/she carries out the procedures required for the
exercise of the Stock Acquisition Rights (note, however, no dilution shall occur in case
the Company exercises option of acquisition of the Stock Acquisition Rights for sharesin the Company).
39

<Judgment of the Company’s Board of Directors regarding the framework of
takeover defense measures described above in <Framework to prevent persons who
are deemed inappropriate in light of the Company’s basic policy from taking controlof the Company in deciding its policies on finance and business (framework of
takeover defense measures)>
The following elements having been taken into consideration and incorporated into
the design of the Plan, the Board of Directors of the Company believes that the Plan
conforms to the basic policy of the Company as described above and meets thecorporate value and the common interests of shareholders of the Company and that it isnever for the purpose of maintaining the status of Directors and Corporate Auditors of
the Company.
A.

The Plan fully reflecting the intentions of the shareholders•

The Plan was approved at the 83rd Annual Shareholders’ Meeting held on March 27,
2007.

•

The effective period of the Plan is limited, running until the close of the Company’s
annual meeting of shareholders that concerns the last one of the Company’sbusiness years that end within three years from the close of the above annual
shareholders’ meeting.

•

The term of office of Directors is one year, allowing the shareholders to have theirintentions reflected through elections of Directors every year.

B. Judgments by highly independent outsiders to be respected; information disclosure

A system of the Independent Committee is incorporated in the designing of thePlan, which shall preclude possible arbitrary judgments by the Board of Directors andmake substantial judgments objectively for the interest of the shareholders regarding
operations of the Plan including execution and abolishment thereof. The members of the
Independent Committee are appointed by the Board from among Outside Directors,
Outside Corporate Auditors and/or experts who meet the requirements stipulated in the
Company’s internal rules for the Independent Committee.
Once a Purchase having been commenced, the Independent Committee, in
accordance with the aforementioned rules, would make a substantial judgment onwhether the Purchase in question would or would not damage the Company’s corporate
value and the common interests of shareholders. The Board of Directors, paying its
utmost respect to the Committee’s judgment, would then adopt a resolution under the
Corporation Law.
In this way, the Independent Committee would keep a close check and monitoringover any possible arbitrary actions by the Board of Directors and the Company would
disclose to the shareholders the main points of judgment made by the Committee.
Consequently, the Board believes that the framework is in place to ensure transparency
in the operation of the Plan within the scope of contributing to the corporate value andthe common interests of shareholders.
40

C.

The establishment of reasonable and objective conditions

The Plan is designed so as not to be set in motion unless reasonable, detailed andobjective conditions are met. This ensures a framework to prevent arbitrary actions by
the Company’s Board of Directors

41

CONSOLIDATED BALANCE SHEETSMillion yen
As of December 31,
2008(Reference)
As of December 31,
2007

12,771
265,048301
97,0399,009
34,218(6,044)

11,627278,238
52
90,4366,930
30,502(6,576)412,344411,211

Fixed assets:
Tangible fixed assets:
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Construction in progress
Total tangible fixed assets

196,061
174,038
45,398185,201
6,090
606,791

205,995
184,888
47,626
180,760
3,447
622,718

Intangible fixed assets:
Goodwill
Other intangible fixed assets

60,675
15,69665,325
15,696

Total intangible fixed assets

76,371

81,022

Investments and other assets:
Investment securities
Long-term loans receivable
Long-term prepaid expenses
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets

142,7316,034
12,10924,212
25,109(6,645)203,551
886,714
1,299,058

158,037
5,759
11,31918,98322,492(7,154)
209,438
913,179
1,324,391

ASSETS
Current assets:
Cash and deposits
Notes and accounts receivable
Securities
Inventories
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets

42

CONSOLIDATED BALANCE SHEETSMillion yen
As of December 31,
2008(Reference)
As of December 31,
2007

LIABILITIESCurrent liabilities:
Notes and trade accounts payable
Short-term borrowings
Bonds due within one year
Alcohol tax payable
Consumption taxes payable
Income taxes payable
Other accounts payable
Accrued expenses
Deposits received
Commercial paper
Other current liabilities

99,67495,55620,000128,379
8,636
22,65353,362
51,823
22,8637,000
6,111

100,720
140,980
10,000134,358
8,352
14,00357,19648,02525,66252,0005,496

Total current liabilities

516,061596,796

120,168
59,53523,515633

70,00059,477
23,819449

6,112
38,404
248,369
764,430

5,018
39,048
197,813794,609

LIABILITIES AND NET ASSETS

Long-term liabilities:
Bonds
Long-term borrowings
Allowance for employees’ severance and retirement benefits
Allowance for retirement benefits for directors and corporate
auditors
Deferred tax liabilities
Other long-term liabilities
Total long-term liabilities
Total liabilities

43

Million yen

NET ASSETS
Shareholders’ equity:
Common stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity
Valuation and translation adjustments:
Valuation difference on available-for-sale securities
Revaluation surplus for landDeferred gains or losses on hedges
Foreign currency translation adjustments
Total valuation and translation adjustments
Minority interests
Total net assets
Total liabilities and net assets

44

As of December 31,
2008(Reference)
As of December 31,
2007

182,531
151,147
214,189(29,579)

182,531
151,259
178,079(14,674)

518,288

497,195

1,111
1,751

13,037

(3)
446

－
(43)
4,477

3,305

17,471

13,033534,627
1,299,058

15,115
529,782
1,324,391

CONSOLIDATED STATEMENTS OF INCOME
Million yen
For the year ended
December 31, 2008

(Reference)
For the year ended
December 31, 2007

1,462,747
953,486
509,261
414,741
94,5201,464,071
961,181502,890415,934
86,955Non-operating income:

13,923

13,718Interest income

312

678

Dividend income

1,485

1,369

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

Equity in net income of unconsolidated subsidiaries andaffiliated companies
Other non-operating income
Non-operating expenses:
Interest expenses
Foreign exchange losses

9,105

9,010

3,020
11,969
5,193
1,244

2,659
10,457
5,020

Loss on sale and disposal of inventories
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sale of fixed assets
Gain on sale of investment securities
Reversal of allowance for doubtful accounts
Compensation for transfer

2,240
3,289
96,474
2,915
130
69
571
758

Compensation for recall

1,385

－
3,400
2,035
90,217
2,432
1,248
102
1,081
－

16,452
4,343
50
37

－
10,908
6,689
137
804

Loss on devaluation of investment securities

3,598

343

Impairment loss on fixed assets

2,196

1,387

Expenses for business structure improvement

1,064

－

Recall-related losses

1,407

－

Previous year’s sales promotion expenses

3,113

－

Loss on adjustment of estimated consumption of gift coupons

－

1,545

Other extraordinary losses

639－

Extraordinary losses:
Loss on sale and disposal of fixed assets
Retirement benefits for directors and corporate auditors
Loss on sale of investment securities

45

Million yen
For the year ended
December 31, 2008

(Reference)
For the year ended
December 31, 2007

82,93881,741

39,574
1,548(3,198)31,227
5,543
173

45,014

44,797

Income before income taxes and minority interests
Current
Deferred
Minority interests in net gains (losses) of unconsolidated subsidiaries
Net income

46

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSFor the year ended December 31, 2008

Million yen

Shareholders' equity
Commonstock
Balance as of Dec. 31, 2007

Capital surplus Retained earnings

182,531

151,259

178,079

Treasury stock

Total
shareholders'equity(14,674)

497,195

Changes during the term
Dividends(8,904)(8,904)

Net income (loss)

45,01445,014

Acquisition of treasury stock
Disposal of treasury stock(15,348)(15,348)

443

331

(112)

Other changes in
non-shareholders' equity items
during the term (net)Total changes during the term
Balance as of Dec. 31, 2008

182,531(112)

36,109(14,904)

21,092

151,147

214,189(29,579)

518,288

Valuation and translation adjustments
Valuationdifference on
available-forsale securities

Balance as of Dec. 31, 2007

13,037

Revaluation Deferred gains
surplus foror losses onlandhedges―(43)

ForeignTotal
currency valuation andtranslationtranslation
adjustments adjustments

4,477

17,471

Minority
interests

Total
net assets

15,115

529,782

Changes during the term
Dividends(8,904)

Net income (loss)

45,014

Acquisition of treasury stock(15,348)

Disposal of treasury stock

331

Other changes in
non-shareholders' equity items
during the term (net)(11,925)

1,751

40

(4,031)(14,165)(2,081)(16,246)

Total changes during the term

(11,925)

1,751

40

(4,031)(14,165)(2,081)

4,845

Balance as of Dec. 31, 2008

1,111

1,751

(3)

446

3,305

13,033534,627

47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis for Preparation of Consolidated Financial Statements(1) Items in the scope of the consolidation
A. Number of consolidated subsidiaries: 50
Principal consolidated subsidiaries
Please see Item 1 of the “Business Report” {“Overview of Operations of Asahi
Breweries Group, section (7) “Principal Subsidiaries”}, for a summary of the current
status of important subsidiaries.
Calpis Beverages Co., Ltd. and five companies related thereto, and Amano Jitsugyo Co.,
Ltd. were added to the scope of consolidation in the fiscal year under review as a resultof the acquisition of shares of those companies.
The companies removed from the scope of consolidation in the fiscal year under review
were YNETS Corporation as a result of the sale of shares, and Asahi Calpis BeverageCo., Ltd. (which name was changed from Asahi Beverages Service Co., Ltd.), Calpis
Beverages Co., Ltd. and four companies related thereto, and Sunwell Co., Ltd., as aresult of mergers with other consolidated subsidiaries.
B. Principal unconsolidated subsidiaries:
Sumidagawa Brewing Co., Ltd.
Rationale for exclusion from the scope of consolidation:
The unconsolidated subsidiaries including the one mentioned above are all small interms of total assets, sales, net profit or loss, and retained earnings (amountcorresponding to equity ownership); they have no material impact as a whole on the
consolidated financial statements and are thus excluded from the scope of consolidation.
(2) Items concerning application of the equity method
A. Number of companies subject to application of the equity method: 30
Unconsolidated subsidiary subject to application of the equity method: 1
Asahi Beer Engineering Co., Ltd.
Affiliates subject to application of the equity method: 29
These include Asahi Business Solutions Corp., Qingdao Tsingtao Beer & Asahi
Beverage Co., Ltd., Tingyi-Asahi-Itochu Beverages Holding Co., Ltd. and its 26
affiliated companies.
The newly incorporated one (1) company affiliated with Tingyi-Asahi-Itochu Beverages
Holding Co., Ltd. was accounted for under the equity method effective from the fiscal
year under review.
48

B. Principal unconsolidated subsidiaries and affiliates not subject to application of the equity
methodUnconsolidated subsidiaries:

Sumidagawa Brewing Co., Ltd.

Affiliates:

Asahi Business Produce Co., Ltd.

Rationale for not applying the equity method to the unconsolidated subsidiaries andaffiliates:
The companies in question have extremely slight impact on net profit or loss andretained earnings (amount corresponding to the Company’s equity ownership); they
have no material impact as a whole on the consolidated financial statements and thus
the equity method was not applied.
(3) Accounting period of the consolidated subsidiaries
The accounting period of Asahi Beer U.S.A., Inc., is October 1 to September 30 and isdifferent from that of the Company. Thus, a provisional fiscal year ending at December 31(calculated by a reasonable procedure in accordance with legitimate accounting methods)
was used for Asahi Beer U.S.A., Inc. for consolidation purposes. All other consolidated
subsidiaries have the same accounting period as the Company.
(4) Significant accounting policies
A. Policies and methods of valuation for important assets
1) Valuation basis and method for securities:
Held-to-maturity debt securities
Held-to-maturity debt securities are stated at the amortized cost.
Other securities
Securities with market value
Carried at the average market value for the month immediately preceding theconsolidated balance sheet date. (Related valuation differences are directly
charged or credited to net assets, and the cost of securities sold is computed by
the moving-average method.)
Securities without market value
Stated at cost based on the moving-average method.
2) Valuation basis and method for derivatives:
Market price method
3) Valuation basis and method for inventories:
Merchandise, finished goods and semi-finished goods are stated at cost determined
mainly by the weighted-average method.

49

Raw materials and supplies are stated at cost determined mainly by themoving-average method.
B. Depreciation methods for major assets:
Tangible fixed assets:
1) Production facilities of the Company
Assets acquired on or before March 31, 2007: the former straight-line method
Assets acquired on or after April 1, 2007: the straight-line method
2) Other tangible fixed assets of the Company
Assets acquired on or before March 31, 2007: the former declining-balancemethodAssets acquired on or after April 1, 2007: the declining-balance method
3) Consolidated subsidiaries
Assets acquired on or before March 31, 2007: mainly the former
declining-balance method
Assets acquired on or after April 1, 2007: mainly the declining-balance method
Buildings (exclusive of fixtures), acquired on or after April 1, 1998
Assets acquired on or before March 31, 2007: mainly the former straight-line
methodAssets acquired on or after April 1, 2007: the straight-line method
The estimated useful lives of tangible fixed assets are based mainly on the same
standards as those specified in the Corporation Tax Law.
(Additional information)
As per the revision of the Corporation Tax Law, fixed assets acquired on or before
March 31, 2007 are depreciated in equal amounts over five years beginning in theyear following the year in which the completion of write-offs up to the amount thatcan be written off. This had the effect of reducing operating income, recurring profit
and income before income taxes and minority interests by ¥1,978 million each.
Intangible fixed assets:
Intangible fixed assets are amortized using the straight-line method.
The estimated useful lives of the assets are based mainly on the same standards as
those specified in the Corporation Tax Law.
Software for internal use is amortized by the straight-line method over a useful life of
five years.

50

C. Accounting criteria for major allowances:
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimateduncollectible amounts with respect to certain identified doubtful receivables and an
amount calculated using the rate of actual collection losses with respect to the otherreceivables.
Allowance for employees’ severance and retirement benefits:
The Company and its consolidated subsidiaries make provisions in the necessaryamount of allowance for employees’ severance and retirement benefits deemed tohave accrued during the term, based on each company’s projected benefit obligations
and the pension fund balance at term-end. Actuarial gain or loss is amortized,
beginning in the year following the year in which the gain or loss is recognized, by
the straight-line method for a given number of years (generally 10 years) within theemployees’ average remaining years of service.
Prior service costs are amortized by the straight-line method within the averageremaining years of service of employees (generally 10 years) from the time theyarise.
Allowance for retirement benefits for directors and corporate auditors:
Some of the consolidated subsidiaries calculate the required amount, based oninternal regulations, in preparation for payment of retirement benefits to directors andcorporate auditors as of the end of the fiscal year under review.
D. Other significant items associated with the preparation of consolidated financial statements
1) Accounting for major lease transactions
Finance leases other than those in which ownership of the leased property is deemed
to be transferred to the lessee are accounted for in the manner followed in operatinglease transactions.
2) Accounting for major hedging
a. Accounting for hedging
The Company defers gains or losses on its hedges.
For foreign currency swaps, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations. For interest
rate swaps, the Company applies exceptional treatment when the swap in question meetsthe conditions for application of such exceptional treatment.

51

b. Hedging instruments and risks hedged:
Hedging instruments: Forward foreign exchange currency swaps and interest rate
swaps
Risks hedged:

Transactions in foreign currencies and interest on borrowingsc. Hedging policy:
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets and in interest rates and to reduce the costs of financing. It is theCompany’s policy not to engage in speculative transactions that deviate from realdemand or in highly leveraged transactions.
d. Method of evaluating the effectiveness of hedging:
The Company assesses the effectiveness of its hedges by comparing changes in themarket values of the hedged items and of the hedging instruments over the entire
period of the hedge. When the Company allocates differences in the values ofhedging instruments or when it accounts for the value of swaps under special
exceptions, these determinations allow it to forgo evaluation of the effectiveness ofhedges in these cases.
3) Consumption tax and similar taxes
Consumption tax and similar taxes are mainly excluded from the statements ofincome, except in the case of non-deductible consumption taxes related to fixed
assets that are charged when incurred.
(5) Evaluation of consolidated subsidiaries’ assets and liabilities
A kind of fair market value method evaluating all assets and liabilities of consolidated
subsidiaries by fair market value as at the date of acquisition thereof is used.
(6) Amortization of goodwill
Goodwill is amortized by the straight-line method over a five- to twenty-year period.

2. Notes to the Consolidated Balance Sheets(1) Pledged assets and secured liabilities
The following assets have been provided as collateral for short-term borrowings of ¥4,185
million and long-term borrowings of ¥5,720 million:
Buildings and structures:¥8,170 million

Machinery, equipment and vehicles:¥1,291 million

Land:¥29,887 million

Total¥39,349 million52¥632,479 million(2) Accumulated depreciation of tangible fixed assets:(3) Contingent liabilities
Guarantees:¥2,036 million(4) Matured notes at term-end
The balance sheet date for the term fell on a bank holiday, and trade notes with maturity on
the balance sheet date were cleared on the clearing houses next business day. Current assets
and current liabilities thus respectively include trade notes receivable and trade notes
payable with maturity on the balance sheet date as follows:
Notes receivable:¥331 million

Notes payable:¥454 million(5) Revaluation surplus for land
In accordance with changes in the accounting standards in the countries in which they arelocated, land owned by overseas subsidiaries was revalued based on the appraised realestate value as of December 31, 2008. This resulted in the Company recording a“revaluation surplus for land” in the amount of ¥1,751 million, corresponding to theCompany’s equity interest (and adjusted for tax effect considerations) and booked under net
assets.

3. Notes to the Consolidated Statements of Income(1) Impairment losses on fixed assets
In the fiscal year under review, the Group (the Company and its consolidated subsidiaries)
recognized impairment losses in the following asset groups:
Use of asset

Location of asset

Operating assets(assets forlogistics business)

Kasumigaura, Ibaraki Prefecture

Buildings and structures

Kashiwa, Chiba Prefecture

Buildings and structures

Idle assets
Others―Type of asset

Goodwill

The Group divides their respective assets, in principle, by individual breweries, plants andother business establishments and determines their groupings based on complementary
relations of cash flows among the various assets. At the same time, however, the Company
and its Group companies count each of the individual leased assets and idle assets as astand-alone asset group.
Headquarters buildings and employee welfare facilities of the Company and its Group
companies are categorized as common-use assets, as they do not generate cash flows on
their own.
An impairment loss (¥314 million for buildings and structures and ¥1,881 million for
goodwill) was recorded as an extraordinary loss corresponding to the difference between the53

recoverable amount and the book value of certain assets. This loss occurred because
recovery of amounts invested as operating assets (in the logistics business) apparently
impeded by changes in the business environment, the book value of assets idled due toclosures of business facilities during the fiscal year under review exceeded their market
value, and initially anticipated earnings from goodwill in the soft drinks business under abusiness plan under study at the time of share acquisition were no longer anticipated.
The recoverable amount is estimated using the net sales amount or utility value, with the net
sales amount calculated based on the appraised real estate value and the utility value
calculated using a discount rate of between 4.3% and 7.3% on future cash flows.
(2) Previous year’s sales promotion expenses
Sales promotion expenses, calculated using the sales amount and others by wholesalers toretailers, were formerly calculated using wholesalers’ invoices. But certain systemenhancements have made it possible to estimate the sales amount and others to retailers andrelated sales promotion expenses on a timely basis. Thus, beginning with the fiscal year
under review, the Company started to record the amount of sales promotion expenses basedon this estimated amount at each month end. In order to maintain comparability between thefiscal year under review and subsequent fiscal years, sales promotion expenses related to theamount of sales in the previous fiscal year in the amount of ¥3,113 million were recorded as
an extraordinary loss.

4. Notes to the Consolidated Statements of Changes in Net Assets(1) Total shares issued as of the end of the fiscal year under review
Common shares
As of the end of the fiscal year (Dec. 31, 2008):

483,585,862 sharers(2) Dividends from retained earnings distributed during the fiscal year under review
A. It was resolved at the 84th Annual Shareholders’ Meeting of March 26, 2008 as follows:
Item related to dividends on common stock
Total amount of dividends:¥4,488 million

Dividend per share:¥9.50

Record date:

December 31, 2007

Effective date:

March 27, 2008

B. It was resolved at the Board of Directors Meeting of August 1, 2008 as follows:
Item related to interim dividends on common stock
Total amount of interim dividends:¥4,416 million

Interim dividend per share:¥9.50

Record date:June 30, 200854

Effective date:

September 2, 2008

(3) Dividends from surplus to be distributed after the final day of the fiscal year under review
The following item has been placed on the agenda for approval at the 85th Annual Shareholders’Meeting scheduled for March 26, 2009.
Item related to dividends on common stock
Source of dividends:

Retained earnings

Total amount of dividends:¥4,880 million

Dividend per share:¥10.50Record date:

December 31, 2008

Effective date:

March 27, 2009(4) Number of shares subject to share purchase warrants upon exercise thereof (as of December
31, 2008)
The First Issue of share purchase warrants (issued March 28, 2003)
Number of share purchase warrants:

166

Class and number of shares subject to the share purchase warrants: 166,000 common shares
Amount to be paid in per share upon exercise of the share purchase warrants:
Exercise period:¥830

March 28, 2005 to March 27, 2013

The Second Issue of share purchase warrants (issued March 30, 2004)
Number of share purchase warrants:

5,364

Class and number of shares subject to the share purchase warrants: 536,400 common shares
Amount to be paid in per share upon exercise of the share purchase warrants:
Exercise period:¥1,205

March 30, 2006 to March 29, 2014

The Third Issue of share purchase warrants (issued March 30, 2005)
Number of share purchase warrants:

5,980

Class and number of shares subject to the share purchase warrants: 598,000 common shares
Amount to be paid in per share upon exercise of the share purchase warrants:
Exercise period:¥1,374

March 30, 2007 to March 29, 2015

The Fourth Issue of share purchase warrants (issued March 30, 2006)
Number of share purchase warrants:

6,200

Class and number of shares subject to the share purchase warrants: 620,000 common shares
Amount to be paid in per share upon exercise of the share purchase warrants:
Exercise period:¥1,688March 30, 2008 to March 29, 2016

5. Per share information(1) Net assets per share:¥1,122.13(2) Net income per share:¥96.3155

6. Subsequent events(Partial acquisition of shares of Tsingtao Brewery Company, Ltd.)On January 23, 2009, the Company signed a share purchase agreement with Anheuser-BuschInBev S.A. (“ABI”) and its subsidiary for the acquisition of a portion of the shares of Tsingtao
Brewery Company, Ltd. (“Tsingtao Brewery”) held by ABI and its subsidiary. The Company
expects to complete the acquisition of 261,577,836 H shares of Tsingtao Brewery (listed on the
Hong Kong Stock Exchange), or approximately 19.99% of the outstanding shares, aroundmid-March 2009. The total purchase amount for this transaction will be US$666.50 million.
The agreement between Asahi and ABI and its subsidiary is subject to necessary approvals fromthe competent authorities, including the Ministry of Commerce of the People’s Republic ofChina.
The Company intends to finance this transaction with cash on hand and external borrowings.
The impact of this transaction on business results for the fiscal year to December 2009 has yet
to be determined.

7. Other notes
Figures in amounts of less than one million yen are omitted.

56

Reference: CONSOLIDATED STATEMENTS OF CASH FLOWS (Summary)Million yen

Cash flows from operating activities:
Income before income taxes and minority interests
Depreciation
Amortization of goodwill
Increase (decrease) in allowance for employees' severance
and retirement benefits
Increase (decrease) in allowance for doubtful accounts
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Increase (decrease) in trade payables
Increase (decrease) in alcohol tax payable
Other cash flows from operating activities
SubtotalInterest and dividend income received
Interest expenses paid
Income taxes paid
Net cash provided by operating activities

For the year ended
December 31, 2008

For the year ended
December 31, 2007

82,93847,353
3,994(3,271)81,74145,2502,486(3,908)(529)
15,576(6,956)(4,104)(5,970)12,729141,758
2,066(5,191)(32,538)
106,094(3,480)(2,049)1,343(2,716)
1,833(5,685)
114,814
6,478(5,200)(46,519)
69,573(40,717)(8,559)(2,928)(5,420)(41,404)(28,648)(52,090)

Cash flows from investing activities:
Purchase of fixed assets
Purchase of investment securities
Purchase of investments in subsidiaries
Purchase of investments in subsidiaries resulting in change
in scope of consolidation
Proceeds from purchase of investments in subsidiaries
resulting in change in scope of consolidation
Other cash flows from investing activities
Net cash used in investing activities

2,154

－

(2,764)(58,235)

4,315(117,828)

Cash flows from financing activities:
Increase (decrease) in financial liabilities
Purchase of treasury stock
Cash dividends paid
Other cash flows from financing activities
Net cash provided by (used in) financing activities(22,148)(15,348)(8,904)
37(46,365)

44,541(230)(9,428)1,243
36,12657－

Million yen

Effect of exchange rate change on cash and cash
equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Increase in cash and cash equivalents due to change inscope of consolidation
Cash and cash equivalents at end of year58

For the year ended
December 31, 2008

For the year ended
December 31, 2007

(536)

(182)

956
11,741－(12,311)
23,778274

12,697

11,741NON-CONSOLIDATED BALANCE SHEETSMillion yen

ASSETS
Current assets:
Cash and deposits
Notes receivable
Accounts receivable
Merchandise and finished goods
Semi-finished goods
Raw materials
Supplies
Short-term loans receivable
Prepaid expenses
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total current assets
Fixed assets:
Tangible fixed assets:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Construction in progress

Intangible fixed assets:
Rights to use of facilities
Software
Other intangible fixed assets
Investments and other assets:
Investment securities
Shares in affiliates
Capital invested in affiliates
Long-term loans receivable
Deferred tax assets
Other investments
Allowance for doubtful accounts
Total fixed assets
Total assets
59

As of December 31,
2008(Reference)
As of December 31,
2007

5,403
3,317
186,287
11,145
9,363
13,790
5,345
16,245
9,202
5,976
7,895
(4,359)269,614

2,525
3,593
200,668
11,098
9,583
10,8904,494
13,508
8,307
4,136
4,104
(4,649)268,262

135,064
18,875140,01126
42,771130,027
1,671
468,447

140,077
20,103
148,25139
44,244130,025
2,969
485,711

634
8,175
15
8,825

697
8,370
13
9,080

85,336
174,834
4,044
10,422
11,03624,360(7,732)
302,302779,576
1,049,190

100,778
170,802
4,891
11,385
5,094
22,273(7,773)
307,451
802,244
1,070,506

NON-CONSOLIDATED BALANCE SHEETSMillion yen
As of December 31,
2008(Reference)
As of December 31,
2007

Notes payable
Trade accounts payable
Short-term borrowings
Bonds due within one year
Other accounts payable
Alcohol taxes payable
Consumption and similar taxes payable
Income taxes payable
Accrued expenses
Deposits received
Commercial paper
Allowance for employees’ bonuses
Allowance for directors’ and corporate auditors’ bonuses
Other current liabilities
Total current liabilities－
55,74456,62520,0009,363
120,219
7,357
19,84442,02426,559
7,000
1,355
105
64
366,265

105
52,416
106,000
10,00017,472125,041
6,851
11,12636,65434,93252,0001,726
99
106454,534

Long-term liabilities:
Bonds
Long-term borrowings
Long-term deposits received
Allowance for employees’ severance and retirement benefits
Other long-term liabilities
Total long-term liabilities
Total liabilities

120,168
40,00033,7403,055
422
197,386
563,652

70,00026,62533,3893,259
670
133,945588,479

LIABILITIES AND NET ASSETSLIABILITIESCurrent liabilities:

60

Million yen

NET ASSETS
Shareholders’ equity:
Common stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Reserve for reduction in entry of fixed assets
General reserve
Retained earnings carried forward
Treasury stock
Total shareholders’ equity
Valuation and translation adjustments:
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

61

As of December 31,
2008(Reference)
As of December 31,
2007

182,531
160,165
130,292
29,872
170,865
170,8651,130
125,000
44,735(29,579)
483,982

182,531
160,277
130,292
29,984
140,775
140,775
1,289
95,00044,486(14,674)
468,909

1,555

13,180－(64)
13,116
482,026
1,070,506

1,555
485,538
1,049,190

NON-CONSOLIDATED STATEMENTS OF INCOME
Million yen
For the year ended
December 31, 2008

(Reference)
For the year ended
December 31, 2007

1,019,613
724,460
295,153
204,102
91,050
3,242
2,372
870
5,731
2,997
786
1,946

1,030,736
729,597
301,138
221,204
79,933
3,458
2,361
1,097
6,020
2,905
1,056
2,059

88,5622,615
377,372
2,520
50

55
413
758

0
999

1,385

－

－

1,441
29

Extraordinary losses:
Loss on sale and disposal of fixed assets
Loss on sale of investment securities
Loss on devaluation of investment securities－
18,866
3,615
1
3,064

10,1135,446
0230

Loss on sale of investment in affiliates

191

618

Loss on devaluation of investment in affiliates
Loss on devaluation of equity participation in affiliates

5,343
2,128

1,958
314

Previous year’s sales promotion expenses

3,113

－

Recall-related losses

1,407
－

－
1,545

72,31133,26552
38,994

69,77925,243
4,022
40,513

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income:Interest and dividend income
Other non-operating income
Non-operating expenses:
Interest expenses
Loss on sale and disposal of inventories
Other non-operating expenses
Recurring profit
Extraordinary gains:
Gain on sale of fixed assets
Gain on sale of investment securities
Reversal of allowance for doubtful accounts
Compensation for transfer
Compensation for recall
Gain on liquidation of affiliates
Gain on extinguishment of tie-in shares

Loss on adjustment of estimated consumption of gift coupons
Income before income taxes
Current
Deferred
Net income62－

NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSFor the year ended December 31, 2008

Commonstock

Balance as of Dec. 31,
2007

182,531

Million yen

Shareholders' equity
Capital surplus
Retained earnings
Other retained earnings
Retained
Capital Other capital Total capital Reserve forGeneralearnings
reserve
surplussurplus reduction incarriedentry ofreserve
fixed assets
forward130,292

29,984160,277

1,289

95,000Total
retainedearnings

Total
Treasuryshareholders'stockequity44,486

140,775(14,674)

468,909

Dividends(8,904)(8,904)(8,904)

Net income (loss)

38,99438,99438,994

Changes during theterm

Acquisition oftreasury stock
Disposal of treasury
stock

(112)

(112)

Reversal of reserve
for reduction in entryof fixed assets(159)

Provision of generalreserve(15,348)(15,348)

443

331

159

－

－

30,000(30,000)－－

Other changes in
non-shareholders'equity items during
the term (net)Total changes during
the term
Balance as of Dec. 31,
2008

Balance as of Dec. 31,
2007

(112)

(112)

(159)

30,000248

30,089(14,904)

15,072

29,872

160,1651,130

125,000

44,735

170,865(29,579)

483,982

Valuation and translation adjustments
Valuation
Total
Deferreddifference on
valuation
gains oravailableandlosses ontranslation
for-salehedgesadjustments
securities

Total net
assets

182,531

13,180130,292(64)

13,116

482,026

Changes during theterm
Dividends(8,904)

Net income (loss)

38,994

Acquisition oftreasury stock(15,348)

Disposal of treasury
stock

331

Reversal of reserve
for reduction in entryof fixed assets－

Provision of generalreserve－

Other changes in
non-shareholders'equity items during
the term (net)(11,625)

64(11,561)(11,561)

Total changes during
the term(11,625)

64(11,561)

3,511

Balance as of Dec. 31,
2008

1,555

－

1,555

485,53863

NOTES TO THE NON-CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies(1) Valuation basis and method for securities
Investment in subsidiaries and affiliates:
Stated at cost based on the moving-average method.
Other securities with market value
Carried at the average market value for the month immediately preceding the balance
sheet date (valuation differences are all debited or credited directly to the net assets
section, with the cost of securities sold computed by the moving-average method).
Securities without market value
Stated at cost based on the moving-average method.
(2) Valuation basis and method for derivatives
Market price method(3) Valuation basis and method for inventories:
Merchandise, finished goods and semi-finished goods are stated at cost based on theweighted-average method. Raw materials and supplies are stated at cost based on themoving-average method.
(4) Depreciation methods for fixed assets:
Tangible fixed assets:
A. Production facilities:
Assets acquired on or before March 31, 2007: the former straight-line method
Assets acquired on or after April 1, 2007: the straight-line method
B. Other tangible assets
Assets acquired on or before March 31, 2007: the former declining-balancemethodAssets acquired on or after April 1, 2007: the declining-balance method
Buildings (exclusive of fixtures) acquired on or after April 1, 1998:
Assets acquired on or before March 31, 2007: the former straight-line method
Assets acquired on or after April 1, 2007: the straight-line method
The estimated useful lives of the fixed assets are based on the same standards as thosespecified in the Corporation Tax Law.

64

(Additional information)
As per the revision of the Corporation Tax Law, fixed assets acquired on or before March
31, 2007, are depreciated in equal amounts over five years beginning with the year
following the year in which the completion of write-offs up to the amount that can be
written off. This had the effect of reducing operating income, recurring profit and income
before income taxes by ¥1,747 million each.
Intangible fixed assets:
Intangible fixed assets are amortized using the straight-line method. The estimateduseful lives of the assets are based on the standards specified in the Corporation Tax
Law. Software for internal use is amortized by the straight-line method over a usefullife of five years.
(5) Accounting criteria for allowances:
Allowance for doubtful accounts:
The allowance for doubtful accounts consists of the individually estimated uncollectible
amounts with respect to certain identified doubtful receivables and an amountcalculated using the rate of actual collection losses with respect to the other receivables.
Allowance for employees’ severance and retirement benefits:
The Company makes provisions in the necessary amount of allowance for employees’
severance and retirement benefits deemed to have accrued during the term, based on the
Company’s projected benefit obligations and the pension fund balance as of the end of
the fiscal year under review. Actuarial gain or loss is amortized, beginning in the year
following the year in which the gain or loss is recognized, by the straight-line method
for a given number of years (10 years) within the employees’ average remaining yearsof service.
Prior service costs are amortized by the straight-line method over 10 years within the
average remaining years of service of employees from the time they arise.
Allowance for employees’ bonuses:
An allowance for employees’ bonuses is provided at the estimated amount applicable tothe fiscal year under review.
Allowance for directors’ and corporate auditors’ bonuses:
An allowance for directors’ and corporate auditors’ bonuses is provided at the estimatedamount applicable to the fiscal year under review.
(6) Accounting for lease contracts:
Finance leases other than those in which ownership of the leased property is deemed to betransferred to the lessee are accounted for in the manner followed in operating leasetransactions.
65

(7) Accounting for hedging
A. Accounting for hedging
The Company defers gains or losses on its hedges.
For foreign exchange contracts, the Company allocates differences in the values of hedging
instruments when such hedges meet all requirements for such allocations.
B. Hedging instruments and risks hedged:
Hedging instruments: Foreign exchange contracts and interest rate swaps
Risks hedged: Foreign currency-denominated loans receivable and interest on
borrowings
C. Hedging policy:
Derivative transactions are used to avoid risks associated with fluctuations in foreignexchange markets and in interest rates and to reduce the costs of financing. It is theCompany’s policy not to engage in speculative transactions that deviate from real demandor in highly leveraged transactions.
D. Method of evaluating the effectiveness of hedging:
The Company assesses the effectiveness of its hedges by comparing changes in the market
values of the hedged items and of the hedging instruments over the entire period of thehedge. When the Company allocates differences in the values of hedging instruments orwhen it accounts for the value of swaps under special exceptions, these determinations
allow it to forgo evaluation of the effectiveness of hedges in these cases.
(8) Consumption tax and similar taxes:
Consumption tax and similar taxes are excluded from the statements of income, except in
the case of non-deductible consumption taxes related to fixed assets that are charged whenincurred.

2. Notes to the Non-Consolidated Balance Sheets(1) Pledged assets and secured liabilities
The following assets have been provided as collateral for ¥3,625 million in short-termborrowings:
Land:¥13,332 million(2) Accumulated depreciation on tangible fixed assets:¥493,369 million(3) Contingent liabilities
A. Guarantees, etc., against bank borrowings
Guarantees:¥25,161 million

Comfort letters, etc.:¥1,382 million

66

B. Guarantees, etc., against derivatives
Guarantees:
Contract amount, etc.:¥2,000 million

Unrealized gains (losses):¥0 million(4) Matured notes at term-end
The balance sheet date for the term fell on a bank holiday, and trade notes with maturity on
the balance sheet date were cleared on the clearing houses next business day. Current assets
and current liabilities thus respectively include trade notes receivable and trade notes
payable with maturity on the balance sheet date as follows:
Notes receivable:¥44 million

Notes payable:none(5) Monetary claims and obligations with affiliates
Short-term monetary claims on affiliates:¥25,543 million

Long-term monetary claims on affiliates:¥5,422 million

Short-term monetary obligations to affiliates:¥25,285 million

3. Notes to the Non-Consolidated Statements of Income(1) Transactions with affiliates:
Net sales:¥42,396 million

Purchases:¥84,476 million

Selling, general and administrative expenses:¥32,053 million

Transactions other than operating transactions:¥665 million(2) Previous year’s sales promotion expenses
Sales promotion expenses are calculated using the sales amount and others by wholesalers
to retailers, and this was previously calculated using wholesalers’ invoices. But certain
system enhancements have made it possible to estimate the sales amount and others toretailers and related sales promotion expenses on a timely basis. Thus, beginning with thefiscal year under review, the Company started to record the amount of sales promotion
expenses based on this estimated amount at each month end. In order to maintaincomparability between the fiscal year under review and subsequent fiscal years, sales
promotion expenses related to the amount of sales in the previous fiscal year in the amountof ¥3,113 million were recorded as an extraordinary loss.

67

4. Notes related to the Non-Consolidated Statement of Changes in Net Assets
Treasury stock
Type of stock

Balance as of the end of
the previous fiscal year
(Dec. 31, 2007)

Increase

Decrease

Balance as of the end of
the fiscal year underreview (Dec. 31, 2008)

Common shares

11,124,073

7,946,291

308,201

18,762,163(Reasons for change)
The increase in shares was the result of the following:
Increase resulting from purchases of shares of less than one unit from shareholders ofsuch shares responding to their request:

186,391 shares

Increase from acquisition of treasury stock shares as per resolution of
the Board of Directors:

7,759,900 shares

The decrease in shares was the result of the following:
Decrease resulting from sales of shares of less than one unit to shareholders of sharesof less than one voting unit to make their fractional shares a voting unit responding totheir demand:
16,301 shares
Decrease resulting from exercise of stock options:
291,900 shares

5. Tax effect accounting(1) Deferred tax assets and liabilities
Deferred tax assets
Allowance for doubtful accounts, in excess of tax-deductible amount:
Allowance for employees’ bonuses, non-tax deductible:
Allowance for employees’ severance and retirement benefits,
in excess of tax-deductible amount:
Loss on devaluation of investment in affiliates, non-tax deductible:
Loss on devaluation of land, non-tax deductible:
Depreciation, in excess of tax-deductible amount:
Loss on establishment of retirement benefit trust, non-tax deductible:
Loss on devaluation of investment securities, non-tax deductible:
Loss on devaluation of capital contributions for affiliates,
non-tax deductible:
Amortization of deferred charges, in excess of tax-deductible amount:
Disapproval of unpaid enterprise taxes:
Impairment loss on fixed assets:
Estimated cost of removal of fixed assets, non-tax deductible:
Loss on adjustment of estimated consumption of gift coupons,
non-tax deductible:
Others:Subtotal deferred tax assets:
68¥4,358 million¥527 million¥7,817 million¥8,430 million¥11 million¥265 million¥1,470 million¥5,504 million¥3,862 million¥121 million¥1,578 million¥1,288 million¥34 million¥455 million¥3,386 million¥39,112 million

Valuation allowance:
Total deferred tax assets:¥(18,648) million¥20,463 million

Deferred tax liabilities
Reserve for reduction in entry of fixed assets:¥(765) million

Valuation difference on available-for-sale securities:¥(1,054) million

Prepaid pension expenses:¥(1,631) million

Total deferred tax liabilities:¥(3,451) million

Net deferred tax assets:¥17,012 million(2) Effective tax rates before and after application of tax effect accounting
Statutory effective tax rates:

40.4%

Adjustment
Permanent difference (non-deductible), including entertainment expenses:

1.9%

Valuation allowance:

4.1%

Permanent difference (non-taxable), including dividend income:(0.3)%Tax credit:(1.0)%

Others:1.0%

Effective tax rates after application of tax effect accounting:

46.1%

6. Notes related to leased fixed assets(1) As of the end of the fiscal year under review
Amount equivalent to acquisition costs:¥27,828 million(2) As of the end of the fiscal year under review
Amount equivalent to accumulated depreciation:¥16,218 million(3) As of the end of the fiscal year under review
Amount equivalent to prepaid lease rents:¥12,079 million

7. Transactions with related parties
Subsidiaries
Attribute

Subsidiary

Name ofcompanyAI
Beverages
HoldingCo., Ltd.

Votinginterest

80% directownership

Relationship
Interlocking
Relationshipof directors
in business4 directors

Debt
guarantee

Transactions

Amount oftransactions(Million yen)

Debt guarantee
for bank loans
and others(Note 1)
Debt guarantee
for swap
transactions(Note 2)

Account

Balance at
end of year

19,100

–

–

2,000

–

–

Notes: Condition of transactions and decision policy of condition of transactions
1. The Company guarantees the subsidiary’s bank loans and others.
2. The Company guarantees the subsidiary’s debts arising from swap transaction contracts. Amounts oftransactions concerning swap transactions described above are notional principal.
69

8. Per share information(1) Net assets per share:¥1,044.56(2) Net income per share:¥83.43

9. Subsequent events(Partial acquisition of shares of Tsingtao Brewery Company, Ltd.)On January 23, 2009, the Company signed a share purchase agreement with Anheuser-BuschInBev S.A. (“ABI”) and its subsidiary for the acquisition of a portion of the shares of Tsingtao
Brewery Company, Ltd. (“Tsingtao Brewery”) held by ABI and its subsidiary. The Company
expects to complete the acquisition of 261,577,836 H shares of Tsingtao Brewery (listed on the
Hong Kong Stock Exchange), or approximately 19.99% of the outstanding shares, aroundmid-March 2009. The total purchase amount for this transaction will be US$666.50 million.
The agreement between Asahi and ABI is subject to necessary approvals from the competentauthorities, including the Ministry of Commerce of the People’s Republic of China.
The Company intends to finance this transaction with cash on hand and external borrowings.

10. Other notes
Figures in amounts of less than one million yen are omitted.

70

INDEPENDENT AUDITOR’S REPORT
February 2, 2009
To: The Board of Directors
ASAHI BREWERIES, LTD.
AZSA & Co.
Hikoyuki Miwa (Seal)
Designated and Engagement Partner
Certified Public Accountant
Hajime Harada (Seal)
Designated and Engagement Partner
Certified Public Accountant
Yasuyuki Nagasaki (Seal)
Designated and Engagement Partner
Certified Public Accountant
In accordance with the provisions of Paragraph 4, Article 444 of the Corporation Law,
we have audited the consolidated financial statements of ASAHI BREWERIES, LTD. (the“Company”) for the fiscal year from January 1, 2008 to December 31, 2008. Thesestatements consist of the consolidated balance sheets, the consolidated statements of income,the consolidated statements of changes in net assets, and notes on significant accounting
policies used in consolidation. These consolidated financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit conducted as Independent Auditor.
We conducted our audit in accordance with generally accepted auditing standards inJapan. Those auditing standards require that we obtain reasonable assurance that theconsolidated financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, and assessing the accounting principles used, the methods of application thereof,and estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements. We believe that our audit provides a reasonable basis forour opinion.
In our opinion, the foregoing consolidated financial statements present fairly, in allmaterial aspects, the financial position and results of operations of the Company and its
consolidated subsidiaries for the period covered by the aforesaid financial statements inconformity with generally accepted accounting principles in Japan.
Our firm and engagement partners have no interests in the Company requiring disclosure
pursuant to the relevant provisions of the Certified Public Accountants Law of Japan.

71

INDEPENDENT AUDITOR’S REPORT
February 2, 2009

To: The Board of Directors
ASAHI BREWERIES, LTD.
AZSA & Co.

Hikoyuki Miwa (Seal)
Designated and Engagement Partner
Certified Public Accountant
Hajime Harada (Seal)
Designated and Engagement Partner
Certified Public Accountant
Yasuyuki Nagasaki (Seal)
Designated and Engagement Partner
Certified Public Accountant
In accordance with the provisions of Item 1, Paragraph 2, Article 436 of the Corporation
Law, we have audited the financial statements of ASAHI BREWERIES, LTD. (the “Company”)
for its 85th fiscal year, the period from January 1, 2008 to December 31, 2008. These statements
consist of the non-consolidated balance sheets, the non-consolidated statements of income, thenon-consolidated statements of changes in net assets, notes on significant accounting policies,
and supporting schedules thereto. These financial statements and supporting schedules thereto
are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements and supporting schedules thereto based on our audit conducted as
Independent Auditor.
We conducted our audit in accordance with generally accepted auditing standards in Japan.
Those auditing standards require that we obtain reasonable assurance that the financial
statements and supporting schedules thereto are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements and assessing the accounting principles used, the methods of application thereof, andestimates made by management, as well as evaluating the overall presentation of the financial
statements and supporting schedules thereto. We believe that our audit provides a reasonablebasis for our opinion.
In our opinion, the foregoing financial statements and supporting schedules thereto present
fairly, in all material aspects, the financial position and results of operations of the Company forthe period covered by the aforesaid financial statements and supporting schedules thereto in
conformity with generally accepted accounting principles in Japan.
Our firm and our engagement partners have no interests in the Company requiring
disclosure pursuant to the relevant provisions of the Certified Public Accountants Law of Japan.

72

REPORT OF THE BOARD OF CORPORATE AUDITORSThe Board of Corporate Auditors has prepared the following report based on the audit
reports prepared by individual Corporate Auditors related to the Directors’ execution of theirduties during the 85th fiscal year, the period from January 1, 2008 to December 31, 2008, afterdue discussions and consultations among the Corporate Auditors.
1. Methods used in audits by the individual Corporate Auditors and by the Board of
Corporate Auditors; content of audits(1) The Board of Corporate Auditors determined the audit policies and division of duties, andreceived reports from each Corporate Auditor regarding the status and results of the audits,
as well as reports from the Directors and Independent Auditor on the execution of theirduties, and requested explanations of those reports when necessary.
(2) Each Corporate Auditor sought to achieve mutual understanding with the Directors andother employees, and strove to collect information and create an audit environment inaccordance with the audit policies and division of duties based on the audit standards
established by the Board of Corporate Auditors. The Corporate Auditors also attended
meetings of the Board of Directors and other important meetings, received reports from
Directors and other employees regarding the execution of their duties and requested
explanations when necessary, reviewed documents related to important decisions, andinspected the operations and property of the head office and other important businessfacilities. The Board also oversaw and verified the status of “the development of systems
necessary to ensure that the execution of duties by directors complies with laws andregulations and the articles of incorporation (internal control systems)” (Article 362.4.6 of
the Corporation Law and Article 100, Sections 1 and 3 of the Ordinance for Enforcement of
the Corporation Law) that is included in the business report. In addition, the Board
examined the status of “the basic policy and measures concerning the persons responsible
for controlling decisions pertaining to the Company’s financial affairs and business
policies” (Article 127 of the Ordinance for Enforcement of the Corporation Law), based on
discussions with the Board of Directors and other parties. With respect to subsidiaries, theCorporate Auditors took steps to facilitate communications with the directors and corporate
auditors of subsidiaries and, when necessary, received reports from subsidiaries on thestatus of their businesses. Using the foregoing methods, the Corporate Auditors reviewed
the Business Report and the supporting schedules thereto for the fiscal year under review.
(3) The Board of Corporate Auditors oversaw and verified that the Independent Auditor
maintained its independence and carried out appropriate audits, moreover, and received
reports from the Independent Auditor regarding the execution of its duties and requested
explanations when necessary. The Board also received notifications from the Independent
Auditor to the effect that “a system for the maintenance of appropriate execution of duties”(included in Article 159 of the Corporate Calculation Regulations) in accordance with the“standards for quality control of audits” (Business Accounting Council; October 28, 2005),
and requested explanations when necessary. Based on the above activities, the Board of
Corporate Auditors examined the accounting documents (Balance Sheets, Statements ofIncome, Statements of Changes in Net Assets, and notes to those statements),
supplementary statements, and the consolidated accounting documents (Consolidated
Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Changes
in Net Assets, and notes to those statements) for the business year under review.
2. Results of the Audit(1) Results of audit of the Business Report•
In our opinion, the Business Report and the supporting schedules thereto present thesituation of the Company fairly, in compliance with the provisions of applicable laws
and regulations and the Articles of Incorporation.
73

•

•

•

In our opinion, there are no wrongful acts or material violations of applicable laws andregulations or the Articles of Incorporation in the execution of their duties by the
Directors.
In our opinion, the content of the resolution by the Board of Directors regarding internal
control systems is appropriate, and, furthermore, execution of the internal control
systems by the Directors has been appropriate.
In our opinion, the Company’s basic policy regarding persons who exercise control overdecision-making with respect to the Company’s finances and business policies isappropriate. We acknowledge that the measures implemented to achieve this basic
policy are consistent with the basic policy, will not harm the common interest of theCompany’s shareholders, and serve the purpose of maintaining the positions of theCompany’s executives.

(2) Results of the audit of financial statements and the supporting schedules thereto
In our opinion, the auditing methods used by AZSA & Co., the Independent Auditor, andthe results of its audit are appropriate.
(3) Results of the audit of consolidated financial statements
In our opinion, the auditing methods used by AZSA & Co., the Independent Auditor, andthe results of its audit are appropriate.

February 3, 2009
Board of Corporate Auditors
ASAHI BREWERIES, LTD.
Yoshihiro Goto (Seal)
Standing Corporate Auditor
Yoshifumi Nishino (Seal)
Standing Corporate Auditor
Takahide Sakurai (Seal)
Outside Corporate Auditor
Naoto Nakamura (Seal)
Outside Corporate Auditor
Tadashi Ishizaki (Seal)
Outside Corporate Auditor

74

REFERENCE MATERIALS FOR SHAREHOLDERS’ MEETING
Agenda Items and Reference Materials
Item 1: Appropriation of retained earnings for the 85th term
The Company proposes the appropriation of retained earnings in the following manner:
1. Year-end dividends
The Company places priority on returning profit to shareholders and adhere to the basic policyof implementing shareholder return taking into account business performance while seeking
enhanced profitability and stronger financial conditions. Ensuring sustainable and stabledividend payments, the Company continues to strive for increase in dividends while fulfillingthe benchmark of 20% in the consolidated payout ratio. Based on this policy and taking into
consideration a variety of factors, including the Company’s consolidated financial position andits results for the fiscal year under review, the Company proposes a ¥1 per share increase in the
year-end dividends to ¥10.50 per share, as follows:(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥10.50 yen per share of common stock
Total amount of payout: ¥4,880,648,840
Since the Company previously paid out ¥9.50 per share as an interim-period dividend,
the total dividend for the fiscal year under review will amount to ¥20 per share.
(3) Effective date of dividend payment
March 27, 2009
2. Appropriation of other retained earnings(1) Retained-earnings account showing an increase, and the amount of such increase
General reserves:¥30,000,000,000(2) Retained-earnings account showing a decrease, and the amount of such decrease
Retained earnings carried forward:¥30,000,000,00075

Item 2: Amendments to the Articles of Incorporation
The Company proposes to amend the Articles of Incorporation of the Company as follows:
1. Reason for amendments(1) With the enforcement of “the Law Partially Amending the Law Concerning Book-Entry
Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining of Tradesof Stocks, Etc.” (Law No.88 of 2004; hereinafter, the “Streamlining Settlement Law”) on
January 5, 2009, it is legally deemed that the provision of the Articles of Incorporation of
the Company that the Company shall issue share certificates for its shares has been repealed
as of the same date. Consequently, the Company will make formal amendments to thiseffect including deletion of unneeded provisions and terms throughout the Articles ofIncorporation (Articles 9, 10, 11, 12, 14 and 39 of the present Articles of Incorporation) as
well as adjusting the numbering of articles as a result of deletion of the present Article 9 inits entirety.
(2) As the Streamlining Settlement Law requires that the Company shall still keep the registerof lost share certificates for a period of one year from the following date of the enforcement
date of the said Law, the Company will set forth supplementary provisions in the Articles ofIncorporation to this effect.

76

2. Substance of amendments
The proposed amendments are as follows:(Amended parts are indicated by underlining)

Current Articles

Proposed Amendment

CHAPTER II. SHARESArticle 9. (Issuance of Share Certificates)
1. The Company shall issue share certificates for
its shares.
2. Notwithstanding the foregoing, the Company
may elect not to issue a share certificate forshares constituting less than one voting unit(“Less-than-One-Voting-Unit Shares”).

CHAPTER II. SHARES(Deleted)

Article 10. (Demand for Sale by Shareholders with
Shares Constituting Less-than-One-Voting-Unit
Shares)

Article 9. (Demand for Sale by Shareholders with
Shares Constituting Less-than-One-Voting-Unit
Shares)Shareholders (including beneficial
shareholders; the same shall apply hereinafter)
having Less-than-One-Voting-Unit Shares may
demand the Company to sell them such numberof shares as may, together with the number ofsuch Less-than-One-Voting-Unit Shares,
constitute the number of shares constituting
one voting unit.

Shareholders having
Less-than-One-Voting-Unit Shares may
demand the Company to sell them such
number of shares as may, together with thenumber of such Less-than-One-Voting-Unit
Shares, constitute the number of sharesconstituting one voting unit.

Article 11. (Agent to Manage Shareholders Registry)

Article 10. (Agent to Manage Shareholders Registry)

1. The Company shall have an agent to manage
shareholders registry.

1. The Company shall have an agent to manage
shareholders registry.

2. The agent to manage shareholders registry andthe location of its handling office shall be
determined by resolution of the Board of
Directors, and be publicly notified.

2. The agent to manage shareholders registry andthe location of its handling office shall be
determined by resolution of the Board of
Directors, and be publicly notified.

3. The preparation and keeping of the Company’s
shareholder register (including the register ofbeneficial shareholders; the same shall apply
hereinafter), register of lost share certificatesand list of share purchase warrants, and otheradministrative works related to shareholder
registers, registers of lost share certificates andlist of share purchase warrants shall be
entrusted to the agent to manage shareholders
registry and shall not be handled by theCompany itself.

3. The preparation and keeping of the Company’s
shareholder register and list of share purchasewarrants, and other administrative works
related to shareholder registers and list ofshare purchase warrants shall be entrusted tothe agent to manage shareholders registry andshall not be handled by the Company itself.

77

Current

Amended

Article 12. (Share Handling Rules)

Article 11. (Share Handling Rules)

The handling and fees relating to shares of theCompany shall be governed by applicable laws
and regulations and/or these Articles ofIncorporation as well as by the Share HandlingRules determined by the Board of Directors.

The handling relating to shares of the Company
shall be governed by applicable laws andregulations and/or these Articles ofIncorporation as well as by the Share HandlingRules determined by the Board of Directors.

CHAPTER III. SHAREHOLDERS’ MEETING
Article 13.
(Text omitted)

CHAPTER III. SHAREHOLDERS’ MEETING
Article 12.
(Text unchanged)

Article 14. (Record Date)

Article 13. (Record Date)

The Company shall deem that the shareholders
with voting rights, who are entered or recordedin the final shareholder register as of December
31 of each year, are entitled to exercise theirrights as shareholders at the annual
shareholders’ meeting for the corresponding
fiscal year.
Article 15. - Article 17.

The Company shall deem that the shareholders
with voting rights, who are recorded in the final
shareholder register as of December 31 of eachyear, are entitled to exercise their rights asshareholders at the annual shareholders’meeting for the corresponding fiscal year.

(Text omitted)

Article 14. - Article 16.

(Text unchanged)

CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS
Article 18. - Article 26.
(Text omitted)

CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS
Article 17. - Article 25.
(Text unchanged)

CHAPTER V. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Article 27. - Article 34.
(Text omitted)

CHAPTER V. CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Article 26. - Article 33.
(Text unchanged)

CHAPTER VI. INDEPENDENT AUDITORS
Article 35. - Article 37.
(Text omitted)

CHAPTER VI. INDEPENDENT AUDITORS
Article 34. - Article 36.
(Text unchanged)

CHAPTER VII. ACCOUNTS
Article 38.
(Text omitted)

CHAPTER VII. ACCOUNTS
Article 37.
(Text unchanged)78

Current

Amended
Article 38. (Distribution of Retained Earnings)

Article 39. (Distribution of Retained Earnings)
1. The Company, may, by resolution of ashareholders’ meeting, distribute dividends
from retained earnings (hereinafter referred toas the “End-of-Term Dividends”) to theshareholders or registered share pledgees whoare entered or recorded on the final register ofshareholders as of the close of December 31
each year.

1. The Company, may, by resolution of ashareholders’ meeting, distribute dividends
from retained earnings (hereinafter referred toas the “End-of-Term Dividends”) to theshareholders or registered share pledgees who
are recorded on the final register ofshareholders as of the close of December 31
each year.

2. The Company may, by resolution of the Boardof Directors, distribute dividends from retained
earnings (hereinafter referred to as the“Interim Dividends”), as provided underParagraph 5, Article 454 of the Corporation
Law, to the shareholders or registered sharepledgees who are entered or recorded in the
final register of shareholders as of the close ofJune 30 of each year.

2. The Company may, by resolution of the Boardof Directors, distribute dividends from retained
earnings (hereinafter referred to as the“Interim Dividends”), as provided underParagraph 5, Article 454 of the Corporation
Law, to the shareholders or registered sharepledgees who are recorded in the final registerof shareholders as of the close of June 30 ofeach year.

Article 40.

(Text omitted)

Article 39.

(Text unchanged)

Supplementary provisions(Inserted)

Article 1. The preparation and keeping of theregister of lost share certificates and otheradministrative works related thereto shall be
entrusted to the agent to manage shareholders
registry and shall not be handled by the Company
itself.

(Inserted)

Article 2. The provisions of the preceding Article 1
and this Article 2 shall be effective until January 5,
2010, and shall be deleted as of January 6, 2010.

79

Item 3: Election of thirteen (13) Directors
At the conclusion of this Annual Shareholders’ Meeting, the term of office of all the Directors
will expire. The Company would therefore like shareholders to elect thirteen (13) Directors.
The candidates for the Directors are as follows:

Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

36,200See
Note 1

Apr. 1963 Entered Asahi Breweries, Ltd.
Mar. 1996 Director, General Manager ofKyushu, Chugoku and Shikoku
Regional Headquarters
Mar. 1997 Managing Director, Senior Deputy
General Manager of Sales Division,
Senior General Manager of Kyushu
and Chugoku Regional
Headquarters
Sep. 1997 Managing Director, Senior Deputy
General Manager of Sales Division,
Senior General Manager of
Shutoken Regional Headquarters
and Kanshin-etsu Regional
Headquarters
Sep. 1998 Managing Director, Senior Deputy
General Manager of Sales Division,
Senior General Manager of
Shutoken Regional Headquarters

1

Kouichi
Ikeda(April 21, 1940)

Mar. 1999 Senior Managing Director, Senior
Deputy General Manager of Sales
Division, Senior General Managerof Shutoken Regional Headquarters
Mar. 2000 Senior Managing Executive
Officer, Senior Deputy General
Manager of Sales Division, Senior
General Manager of Shutoken
Regional Headquarters
Oct. 2000

Senior Managing Executive
Officer, Senior General Manager of
Liquor Sales & Marketing
Headquarters

Mar. 2001 Senior Managing Director
Jan. 2002

President and Representative
Director

Mar. 2006 Chairman of the Board andRepresentative Director(to the present)< Representation of other companies and otherorganizations >Chairman of the Board of Asahi Beer Arts
Foundation
80Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Apr. 1965

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

36,000---26,500---Entered Asahi Breweries, Ltd.

Mar. 1997 Director, General Manager of
Fukuoka Branch
Sep. 1997

Director, Senior General Manager
of Kyushu Regional Headquarters

Mar. 2000 Managing Executive Officer,
Senior General Manager ofKyushu Regional Headquarters
Oct. 2000

2

Hitoshi Ogita

Managing Executive Officer,
Senior General Manager ofKanshin-etsu Regional
Headquarters(January 1, 1942) Mar. 2002 Senior Managing Executive
Officer, Senior General Manager
of Kanshin-etsu Regional
Headquarters
Sep. 2002

Executive Officer, Vice Presidentof Asahi Soft Drinks Co., Ltd.

Mar. 2003

President and Representative
Director of Asahi Soft Drinks Co.,
Ltd.

Mar. 2006

President and Representative
Director of Asahi Breweries, Ltd.
(to the present)

Apr. 1969

Entered Asahi Breweries, Ltd.

Mar. 2000 Executive Officer, Senior General
Manager of Chubu Regional
Headquarters
Sep. 2001

3

Masatoshi
Takahashi(October 24,
1946)

Executive Officer, Senior General
Manager of Liquor Sales &Marketing Headquarters

Mar. 2002 Managing Executive Officer, Senior
General Manager of Liquor Sales &Marketing Headquarters
Sep. 2003

Managing Executive Officer, Senior
General Manager of Kinkiken
Regional Headquarters

Mar. 2005 Senior Managing Executive Officer,
Senior General Manager of
Kinkiken Regional Headquarters
Mar. 2006 Senior Managing Director, Senior
Managing Executive Officer(to the present)81Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Apr. 1968

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

31,652See
Note 1Entered Asahi Breweries, Ltd.

Mar. 2000 Executive Officer, Senior General
Manager of Logistics Department

4

Masahiko
Osawa(January 28,
1946)

Sep. 2001

President of Asahi Beer (Shanghai)
Product Services Co., Ltd.

Sep. 2002

Managing Executive Officer, Chief
Representative of China
Representative OfficeJan. 2005

Managing Executive Officer,
Senior General Manager of China
Business Headquarters, Chief
Representative of China
Representative Office

Oct. 2005

Managing Executive Officer,
Senior General Manager of China
Headquarters, Chief
Representative of China
Representative Office

Mar. 2007 Managing Director, Managing
Executive Officer
Sep. 2007

Managing Director, Managing
Executive Officer, Senior General
Manager of International
Headquarters(to the present)< Representation of other companies and otherorganizations >President and Representative Director of
AI Beverages Holding Co., Ltd.
Representative Director and Chairman ofHaitai Beverage Co., Ltd.

82

Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Apr. 1972

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

19,400---13,200---Entered Asahi Breweries, Ltd.

Mar. 2000 Executive Officer, Senior General
Manager of Group Management
Strategy Division

5

Oct. 2000

Executive Officer, Senior General
Manager of Strategy Planning
Headquarters

Sep. 2001

Executive Officer, Deputy General
Manager of Shutoken Regional
Headquarters, General Manager ofTokyo Branch

Naoki Izumiya(August 9, 1948)

Mar. 2003 Director
Mar. 2004 Managing Director
Mar. 2006 Managing Director, Managing
Executive Officer, Senior General
Manager of Liquor Sales &Marketing Headquarters(to the present)
Apr. 1972

Entered Asahi Breweries, Ltd.

Mar. 2000 Executive Officer, Senior General
Manager of Quality Development
Headquarters

6

Kazuo
Motoyama(March 14, 1950)

Sep. 2001

Executive Officer, Senior General
Manager of SCM Headquarters

Sep. 2002

Executive Officer

Sep. 2003

Executive Officer, Senior General
Manager of Strategy Planning
Headquarters

Oct. 2005

Executive Officer

Mar. 2006 Director, Executive Officer
Mar. 2007 Managing Director, Managing
Executive Officer(to the present)83Candidate
NumberName(date of birth)

Akiyoshi Koji
7

(November 8,
1951)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Apr. 1975

Entered Asahi Breweries, Ltd.

Sep. 2001

Executive Officer

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

7,100

---

17,400See
Note 1Mar. 2003 Managing Director and Senior
General Manager, Planning
Division, Asahi Soft Drinks Co.,
Ltd.
Mar. 2006 Senior Managing Director andSenior General Manager, Planning
Division, Asahi Soft Drinks Co.,
Ltd.
Mar. 2007 Managing Director, Managing
Executive Officer, Asahi Breweries,
Ltd.
(to the present)
Apr. 1972

Entered Asahi Breweries, Ltd.

Mar. 2004 Executive Officer, Senior General
Manager of Production Operations
Headquarters

8

Shin Iwakami

Oct. 2005

Executive Officer, Senior General
Manager of Production
Headquarters

Mar. 2007

Managing Director, Managing
Executive Officer, Senior General
Manager of Production
Headquarters(May 18, 1949)
Mar. 2008

Managing Director, Managing
Executive Officer(to the present)< Representation of other companies andorganizations>
Chairman of the Board of Asahi Breweries
Foundation

84

(New candidates are marked with (*))
Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

8,200

---

34,000See
Note 1

Apr. 1974 Entered Asahi Breweries, Ltd.

9

Noriyuki
Karasawa(October 20,
1951)

Mar. 2006 Executive Officer, Senior Deputy
General Manager of Production
Headquarters
Mar. 2008 Director, Executive Officer, Senior
General Manager of Production
Headquarters(to the present)
Apr. 1952 Entered Asahi Chemical Industry
Co., Ltd.
Jun. 1976

Director

Nov. 1978 Managing Director
Jun. 1981

10

Nobuo
Yamaguchi(December 23,
1924)

Executive Vice President andRepresentative Director

Mar. 1982 Director of Asahi Breweries, Ltd.
(to the present)
Apr. 1992 Chairman of the Board andRepresentative Director of Asahi
Chemical Industry Co., Ltd. (nowAsahi Kasei Corporation)(to the present)< Representation of other companies andorganizations>
Chairman of the Board and Representative
Director of Asahi Kasei Corporation
Chairman of the People’s Political
Association

85

Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Jul. 1969

Joined staff of Prime Minister’s
OfficeOct. 1985

Councillor, Cabinet Secretariat

Jul. 1994

Director, Gender Equality Office,Prime Minister’s Office

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany------

Apr. 1995 Vice-Governor, Saitama Prefecture

11Jun. 1998

Consul General, Brisbane, Australia

Jan. 2001

Director General, Gender Equity
Bureau, Cabinet Office

Oct. 2003

Director, Showa Women’s
University(to the present)

Apr. 2004 Director, The Institute of Women’s
Culture, Showa Women’s
University(August 17, 1946)(to the present)

Mariko Bando

Apr. 2007 President, Showa Women’s
University(to the present)
Mar. 2008 Director, Asahi Breweries, Ltd.
(to the present)< Representation of other companies andorganizations>
President, Showa Women’s University
Director, The Institute of Women’s Culture,
Showa Women’s University
Chairman of the Board, Rural Women
Empowerment and Life Improvement
Association

86

(New candidates are marked with (*))
Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany

11,300---

Apr. 1978 Entered Asahi Breweries, Ltd.
Mar. 2004 Senior Officer, General Manager
of Kobe Branch

12

Toshihiko
Nagao *
(July 21, 1954)

Jan. 2005

Senior Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Sales
Department I

Oct. 2005

Senior Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Sales
Department

Mar. 2006 Executive Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Sales
Department
Sep. 2006 Executive Officer, Senior Deputy
General Manager of Liquor Sales& Marketing Headquarters,
General Manager of Beer Category
Department
Sep. 2008 Executive Officer, Senior General
Manager of Sales Headquarters(to the present)87

(New candidates are marked with (*))
Candidate
NumberName(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and other organizations

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany------

Jan. 1971

Senior Fellow, Kokumin Keizai
Research InstituteApr. 1997 President, the 21st Century Public
Policy InstituteJul. 1998 Member, Financial System
Council, Financial Services
Agency(to the present)
Jan. 2001

13

Naoki Tanaka *(September 1,
1945)

Member and Deputy Chairman,
Fiscal System Council, Ministryof Finance(to the present)

Apr. 2006 Chairman, Postal Services
Privatization Committee, Cabinet
Office(to the present)
Apr. 2007 President, Center for International
Public Policy Studies(to the present)
Dec. 2008 Chairman, Council on Promotionof Accepting Highly-Skilled
Foreign Workers, Cabinet Office(to the present)< Representation of other companies andorganizations>

President, Center for International Public
Policy Studies
Notes:
1. Candidates’ special interests in the Company:(1) The Company has made donations to the Asahi Beer Arts Foundation, the Board of Directors ofwhich Kouichi Ikeda is Chairman. The Company also receives rent from the foundation for thefacilities of the Asahi Beer Oyamazaki Villa Museum, which is operated by the foundation.
(2) The Company has a stake in AI Beverages Holding Co., Ltd., for which Masahiko Osawa is servingas President and Representative Director. The Company guarantees the bank loans of that company.
(3) The Company has made donations to the Asahi Breweries Foundation, the Board of Directors ofwhich Shin Iwakami is Chairman.
(4) The Company has made donations to the People’s Political Association, the Board of Directors ofwhich Nobuo Yamaguchi is Chairman.
2. Nobuo Yamaguchi, Mariko Bando and Naoki Tanaka are candidates for Outside Directors as defined in
Item 15, Article 2 of the Corporation .Law
3. The following are items required to be noted about candidates for Outside Director.
(1) Reasons for recommending them as candidates for Outside Director
A. Nobuo Yamaguchi would bring a wealth of company management experience and insight into a
broad range of issues to the management of the Company. The Company thus recommends hiselection to the Board as an Outside Director.
88

B. In addition to her diverse experience in public administration, Mariko Bando has a wide range
of knowledge as an educator. To provide the Company with the benefit of this experience andknowledge, the Company recommends her election to the Board as an Outside Director.
Although Mariko Bando has not been involved in company management other than as an
outside director, the Board has concluded that she will be able to perform her duties as Outside
Director of the Company based on the reasons noted above.
C. Naoki Tanaka has a great deal of experience as a member of government councils and broad
knowledge as a specialist deeply versed in economic policy. The Company thus recommends
his election to the Board as an Outside Director to provide the benefit of this experience andknowledge to the management of the Company.
(2) In case of the candidates’ service over the past five years as outside directors or outside corporate
auditors of other companies, records of inappropriate actions by these companies during thecandidates’ terms of office therein, steps taken by the candidates to prevent such inappropriate
actions, or responses taken by the candidates to deal with such actions after their occurrence
A. Nobuo Yamaguchi has been concurrently serving as an Outside Corporate Auditor of The
Yomiuri Shimbun Holdings, which since the 1950s owned shares in a number of television
station companies through third-party accounts. This was in violation of regulations(ordinances of the Ministry of Internal Affairs and Communications) limiting the holdings ofsuch shares, which were adopted for the purpose of eliminating an excessive concentration ofownership in the mass media. The violation was discovered in November 2004 and rectified in
March 2005. Nobuo Yamaguchi was not involved in any of the actions leading to this violation.
With respect to actions taken by the candidate since the issue was uncovered, Nobuo
Yamaguchi offered proposals designed to prevent the reoccurrence of such violations to theboard, based on internal and external investigative reports.
B. Asahi Mutual Life Insurance Co., where Mariko Bando also serves as an Outside Director,
received a business improvement order from the Financial Services Agency on July 3, 2008
regarding its inadequate management of payments of insurance claims, etc., based on Article132(1) of the Insurance Business Law. This followed an overall review of its payments of
insurance claims and benefits during the five-year period (from fiscal 2001 to fiscal 2005),
through which it was revealed that there had been failures in adequate payments of insurance
claims. Although Ms. Bando was not involved in the cases in question, she has fulfilled her
responsibilities by speaking out in favor of measures to prevent a reoccurrence of similar
problems.
(3) Number of years of service as Outside Director
A. At the conclusion of this Annual Shareholders’ Meeting, Nobuo Yamaguchi will have served as
an Outside Director for 27 years.
B. At the conclusion of this Annual Shareholders’ Meeting, Mariko Bando will have served as an
Outside Director for 1 year.
(4) Regarding agreements limiting the liability of Outside Directors
To enable him/her to contribute fully in his/her role as Outside Director, the Company has enteredinto agreements with Nobuo Yamaguchi and Mariko Bando that limits his/her liability fordamages as prescribed in Paragraph 1, Article 423 of the Corporation Law. Under the terms ofthese agreements, Mr. Yamaguchi’s and Ms. Bando’s liabilities, respectively, are limited to ¥20
million or to the minimum limited amount stipulated by applicable laws and regulations,whichever is higher. If this agenda item is approved as submitted, the agreement with Mr.
Yamaguchi and Ms. Bando will be continued, and the Company will also enter into a similar
agreement with Mr. Naoki Tanaka that limits his liability in the same manner.

89

Item 4: Election of one (1) Corporate Auditor
At the conclusion of this Annual Shareholders’ Meeting, the term of office will expire for
Corporate Auditor Tadashi Ishizaki.
The Company would therefore like shareholders to elect one (1) Corporate Auditor.
The candidate is introduced below.
For the avoidance of doubt, the Company has obtained the prior concurrence of the Board of
Corporate Auditors for the submission of this proposal.

Name(date of birth)

Career summary, positions in the Company, areasof responsibility, and representation of othercompanies and organizations

Number ofshares in the
Company
owned bythe candidate

Specialinterests intheCompany------

Apr. 1970 Assistant, Faculty of Commerce,
Chuo University
Apr. 1972 Lecturer, Faculty of Commerce,
Chuo University
Apr. 1973 Assistant Professor, Faculty ofCommerce, Chuo University
Tadashi Ishizaki(June 2, 1941)

Apr. 1982 Professor, Faculty of Commerce,
Chuo University(to the present)
Apr. 1986 Director, Graduate School ofCommerce, Chuo University (tothe present)
Apr. 2000 Director, Institute of BusinessResearch, Chuo University
Mar. 2005 Corporate Auditor of Asahi
Breweries, Ltd.
(to the present)

Notes:
1. Tadashi Ishizaki is a candidate for Outside Corporate Auditor as defined in Item 16, Article 2 of
the Corporation Law.
2. The following are items required to be noted about a candidate for Outside Corporate Auditor.
(1) Reasons for recommending him as a candidate for Outside Corporate Auditor
Tadashi Ishizaki has long been involved in research activities as a university professor and has
acquired specialized knowledge in accounting. The Company thus recommends his election as
an Outside Corporate Auditor expecting that he would provide the benefit of this experienceand knowledge to the auditing of the Company.
In addition, even though Tadashi Ishizaki has not previously participated in the management of
the Company other than as an outside director or outside corporate auditor, the Company
believes he will be able to carry out the duties of Outside Corporate Auditor of the Company
appropriately based on the reasons noted above.
(2) Term of Outside Corporate Auditor
Mr. Ishizaki’s term as Outside Corporate Auditor will be for four years at the conclusion of thisAnnual Shareholders’ Meeting.
(3) Regarding agreements limiting the liability of Outside Corporate Auditors
In order to enable him to contribute fully in his role as Outside Corporate Auditor, theCompany has entered into an agreement with Mr. Ishizaki that limits his liability for damages
as prescribed in Paragraph 1, Article 423 of the Corporation Law. Under the terms of thisagreement, Mr. Ishizaki’s liability is limited to ¥20 million or to the minimum limited amount90

stipulated by applicable laws and regulations, whichever is higher. The Company intends tocontinue this agreement with Mr. Ishizaki if this agenda item is approved as submitted.

91Reminder to Shareholders Concerning Online Voting* The online voting site and Help Desk information are available only in Japanese.

Dear Shareholder,
Please check the points listed below when exercising your voting rights via the Internet.
1. Online voting is available only by accessing the website noted below. This site is alsoavailable through the Internet via cellular phone.
Online voting site: http://www.webdk.net* If your cellular phone is equipped with a barcode reader, you
may use the two-dimensional code at right in order to accessthe online voting site. For more detailed information on thatprocedure, please refer to your phone’s user manual.
2. When voting online, enter the voting code and password indicated on the enclosed voting
form. Then indicate your consent/dissent concerning for each item by following the
instructions displayed on the screen.
3. Online votes will be accepted until the day immediately prior to the date of the Annual
Shareholders’ Meeting (deadline for online voting: 5:30 p.m., March 25, 2009, JST).
However, voting in advance will be highly appreciated for our convenience in vote counting.
4. In the event that a vote is exercised in duplicate via online and via the enclosed voting form,
only the online vote shall be counted.
5. In the event that more than one online vote is exercised (including votes via PC and via
cellular phone), only the most recent vote shall be counted.
6. Any costs related to connecting to a shareholder’s Internet provider, as well as
communication charges (including telephone charges) for accessing the online voting site,
shall be borne by the shareholder.
7. Shareholders who wish to receive notices of shareholders’ meetings by e-mail beginning with
the next meeting may so register on the online voting site.
System Requirements for Online Voting
The following system environments are required for accessing the online voting site.
(1) Internet access(2) When voting via PC, Microsoft® Internet Explorer version 5.5 SP2 or newer, or Netscape®
version 6.2 or newer browser software and compatible hardware.
92

(3) When voting via cellular phone, a 128-bit SSL communication (encrypted communication)compatible model. (For security purposes, only 128-bit SSL communication compatible
cellular phones can access to the online voting system. Other models are not compatible withthis system.)(Microsoft is a registered trademark of Microsoft Corporation in the United States and othercountries. Netscape is a registered trademark of Netscape Communications Corporation in the
United States and other countries.)

Inquiries for Online Voting
Please contact the following Help Desk for inquiries about online voting.
Agent for Shareholder Registry Management:
The Sumitomo Trust & Banking Co., Ltd.
Stock Transfer Agency Department (Help Desk)
Phone (toll-free within Japan): 0120-186-417 (24 hours/day)
For other inquiries, please contact: The Sumitomo Trust & Banking Co., Ltd., Stock Transfer
Agency Department at 0120-176-417 (toll-free phone within Japan, 9:00 a.m. to 5:00 p.m.).

93