Kirin Holdings Company, Limited
Corporate Governance Policy

Revised on March 28, 2024

Numbers in brackets ([ ]) in each of the Policy's clauses indicate correlation to the Corporate Governance Codeestablished by the Tokyo Stock Exchange.

Chapter 1
1.1.

Basic view on corporate governanceGeneral Provisions[2-1, 3-1,3-1(ⅰ), 3-1(ⅱ)]

In line with the corporate philosophy and “One KIRIN” values that are shared across the Kirin Group(hereinafter referred to as the "Group"), the Group acknowledges that achieving the “2027 Vision”
outlined in the Group's Long-Term Management Vision “Kirin Group Vision 2027” (hereinafter referred toas “KV2027”, see Appendix) shall lead to the Group's sustainable growth and to greater corporate value
over the medium to long term. Accordingly, the Group shall develop a corporate governance system thatis capable of effectively and efficiently reaching that goal.



The Group acknowledges that cooperation with all of its stakeholders shall be indispensable in order to
put the corporate philosophy into practice and turn the “2027 Vision” that is based on this philosophy intoa reality, and therefore respects its stakeholders' respective viewpoints.



The Group shall disclose information promptly to its shareholders and investors in a transparent, fair andconsistent fashion, shall proactively engage in constructive dialogue with its shareholders and investors,
and shall fulfill its accountability with integrity.
<Corporate philosophy>
KIRIN brings joy to society by crafting food and healthcare products inspired by the blessings of nature andthe insights of our customers.
<2027 Vision>
A global leader in CSV, creating value across our world of Food & Beverages to Pharmaceuticals<“One KIRIN” Values>“Passion. Integrity. Diversity.”

1.2.

Policy amendment and discontinuation
 This policy shall be reviewed periodically on the basis of constructive dialogue with shareholders andinvestors, and may be amended or discontinued upon resolution by the Board.

Chapter 2
2.1.

Corporate governance system

Corporate governance system [4-1, 4-1①, 4-2, 4-2②]
Kirin Holdings Company, Limited (hereinafter referred to as the "Company") shall adopt a pure holding
company structure as a means of controlling its diverse and global business, which is centered on alcoholic
beverages, non-alcoholic beverages and pharmaceuticals. As a pure holding company, the Company shalltake on the role of devising and implementing the Group's overall strategies, monitoring individual

1

businesses, and creating synergy and examining issues related to sustainability and formulating basic
policies related to sustainability through coordination across the Group.


The Group's individual companies shall conduct their business autonomously with a sense of speed, while
maintaining close ties to the local customers and other stakeholders. The Group shall grant appropriate
authority to match the strategic stages of individual Group companies, and shall improve governancethrough the Boards of individual Group companies by dispatching directors to said companies. Directors,
executive officers of the Company (limited to those who have a delegated relationship with the Company.
The same shall apply hereinafter), or equivalents of those shall serve concurrently as directors at the main
companies in the Group.



The Company shall adopt a Company with Audit and Supervisory Board system, and aims to maintain andimprove on a highly transparent governance for its stakeholders. The Board, which includes a number ofNon-executive Director of the Board, shall work closely with the Standing Audit and Supervisory Board,which also includes a number of Audit and Supervisory Board members, and make effective use of thestatutory and some other auditing function to take final decisions on important matters. At the same time,
the Board shall endeavor to reinforce the monitoring function on management.



The Company shall introduce executive officer based system in order to implement strategies for each ofits businesses and functions in an agile fashion and clarify executive responsibilities. The Board shallestablish the scope of the responsibility of executive officer based on experience, performance andspecialization in their respective field.

2.2.

The Board of Directors

2.2.1.

Roles and responsibilities of the Board of Directors [2-3, 2-3①, 4-1, 4-1①, 4-1②, 4-2, 4-2②, 4-3,

4-3④, 4-5, 5-2, 5-2①]
・The Board of Directors shall aim to ensure the Group's sustainable growth and the improvement ofcorporate value over the medium to long term in order to promote the interests of the company and thecommon interests of its shareholders in keeping with the Group's fiduciary responsibility andaccountability vis-a-vis its shareholders. In this regard, the Board of Directors shall determine the basic
policy regarding the Group's business portfolio, and discuss and supervise the allocation of management
resources, including capital efficiency, investment in human capital and intellectual property, as well as
growth and profitability.


The Board of Directors shall discuss and oversee initiatives to address these issues surrounding sustainability,
recognizing that it is an important management issue that can lead to risk reduction and profit opportunities,
and from the perspective of improving corporate value over the medium to long term, the Board of
Directors shall decide on a basic policy regarding sustainability and then address these issues.



The Board of Directors shall take decisions on legal matters and on the execution of the Group's important
operations, which include long-term management plans, mid-term management plans and yearly businessplans across the Group and at key Group companies. The Board shall also be responsible for monitoring thedirectors and executive officers' execution of their professional duties, establishing an internal management2system for the entire Group in cooperation with internal audit departments and for developing appropriate
internal control systems across the Group, etc.


The Board of Directors shall make its best efforts to realize the Medium-term Business Plan, fully analyze
the approaches to the medium-term business plan and their achievement status, provide necessary
explanations to shareholders and investors, and reflect such analysis in the plan for the next and subsequentfiscal years.

In addition to matters stipulated by laws and ordinances and in the Articles of Incorporation, the Board of
Directors shall stipulate matters to be resolved by the Board in the Rules of the Board. Other decisions on
the execution of business shall be left to the executive officers including Senior Executive Officer & President,
and the nature of such decisions shall be clearly stipulated in the internal rules, such as Official Rules of
Administrative Authority.

2.2.2.
Composition of the Board of Directors [4-6, 4-10, 4-10①, 4-11, 4-11①]
Taking into account the knowledge, experience, skills and discernment that are necessary for turning the2027 Vision into a reality, the Board of Directors shall be composed of the appropriate number of members,
ensuring overall balance and diversity. Majority of total directors shall be appointed as Non-executive
Director of the Board in order to develop a highly transparent governance system and ensure thatmanagement is monitored effectively and objectively.



The Board shall establish the Nomination and Remuneration Advisory Committee as a voluntarilyestablished body.

2.2.3.


Evaluation of the Board of Directors [4-11, 4-11③]
The Company shall review Board composition and management, and evaluate these at Board meetings. In
this way, the Company shall aim to maintain and improve the Board of Directors' effectiveness. The
Company shall also disclose an overview of the results of evaluation.

2.3.

Audit and Supervisory Board

2.3.1.


Roles and responsibilities of the Audit and Supervisory Board [4-4, 4-4①, 4-5]
In keeping with its fiduciary responsibility toward shareholders, the Audit and Supervisory Board shallensure the integrity of management with an eye to the Group's sustainable growth and the improvementof corporate value over the medium to long term, and shall act to ensure in the common interests of theshareholders.



The Audit and Supervisory Board shall make use of the ability of Standing Audit and Supervisory Board
members to gather information within the Group, and of the independence of Audit and Supervisory Board
members to develop a system ensuring that the audits carried out by each Audit and Supervisory Board
Members are effective.



In order to intensify the provision of information to Non-executive Directors of the Board, the Audit andSupervisory Board shall exchange opinions with Non-executive Directors of the Board and provide them3with information obtained in the course of auditing.


The Audit & Supervisory Board shall make appropriate judgments from an independent and objective
standpoint in exercising its authority regarding the selection and dismissal of Audit & Supervisory Board
Members and Accounting Auditors and their remuneration.

2.3.2.

Relationship with accounting auditors and internal audit department[3-2, 3-2①, 3-2②, 4-13, 4-

13③]

The Audit and Supervisory Board shall develop a system capable of conducting thorough and appropriate
auditing in coordination with accounting auditors and the internal audit department.



The Audit and Supervisory Board shall verify the independence and specialization of accounting auditors
upon establishing evaluation criteria. The Audit and Supervisory Board shall hold regular interviews withaccounting auditors, and require accounting auditors to explain whether they are observing the necessary
quality management criteria for carrying out accounting audits in an appropriate fashion.



The Audit and Supervisory Board shall establish a response system to deal with cases where an accounting
auditor finds an irregularity and requests an appropriate response, or points out an inadequacy or issue.

2.4.

Nomination and Remuneration Advisory Committee [4-1,4-1③, 4-3, 4-10, 4-10①]
The Nomination and Remuneration Advisory Committee shall be set up to deal with the nomination andremuneration of Directors, Executive Officers and Audit and Supervisory Board members.



The Nomination and Remuneration Advisory Committee shall be composed of Directors, the majority ofwhom shall be independent Non-Executive Directors, and its Chairman shall be appointed fromindependent Non-Executive Directors. As an advisory body to the Board of Directors, the Nomination andRemuneration Advisory Committee shall discuss the following matters from an objective and fair
perspective, and report to the Board of Directors:
1) Election and retirement (including dismissal, the same shall apply hereinafter) policy and standards for
directors of the board, audit & supervisory board members and executive officers of the Company,
preparation of candidate proposals, as well as election and retirement
2) Appointment, re-selection and removal of representative directors of the board and executive directorsof the board of the Company
3) Remuneration system, remuneration levels, and remuneration amounts for directors of the board, audit& supervisory board members and executive officers of the Company
4) Election and retirement policy and, preparation of candidate proposals, election, re-election, retirement,
and dismissal, and remuneration system and remuneration levels for Presidents of the Key Group
Companies
5) Appointment, re-appointment and removal of Chief Executive Officer (CEO) and Chief Operating Officer(COO) of the Company (including their roles in cases of appointing them)6) Succession plan for the Chief Executive Officer (CEO) and Chief Operating Officer (COO) of the Company

4

2.5.

Internal control [4-3, 4-3④]
 The Board of Directors shall draw up a basic policy for the internal control system in order to ensure theappropriateness of the Group's operations, develop an appropriate system for ensuring optimal compliance,risk management and financial reporting within the group, and monitor the state of its implementation.
<Basic policy for the internal control system>
https://www.kirinholdings.com/en/purpose/files/pdf/policy_internalcontrolsystem.pdf

2.6.

Directors, Executive Officers and Audit and Supervisory Board members

2.6.1.

Policy for the nomination of Directors, Executive Officers and Audit and Supervisory Board members[3-1, 3-1(ⅳ), 4-3, 4-3①, 4-3②, 4-3③ ,4-11, 4-11①]
 The Group, having expanded its business globally with Japan as its core in the fields of food and health,intends to carry out its decision-making and management monitoring in a more appropriate fashion and at
a higher level. To this end, Directors, Executive Officers and Audit and Supervisory Board members shall be
appointed upon taking into account the balance of their experience, achievements and specialization, etc.
in relation to the Group's key businesses and business management. A number of persons having a wealthof management experience, advanced specialized knowledge, and extensive expertise shall be appointed
as Non-executive Director of the Board and outside Audit and Supervisory Board members.
 One or more persons with sufficient knowledge of finance and accounting shall be appointed as Audit &Supervisory Board Members.
 The appointment/dismissal of Directors and Executive Officers shall be decided by the Board of Directors
upon deliberation by the Nomination and Remuneration Advisory Committee, taking performance into
account; proposals for the nomination/dismissal of Directors shall be discussed at general meetings ofshareholders. The nomination/dismissal of audit and supervisory board member shall be discussed by the
Nomination and Remuneration Advisory Committee, and shall then be decided by the Board of Directors
and discussed at a general meeting of shareholders (the appointment of Audit and Supervisory Board
members shall require the consent of the Audit and Supervisory Board).
 The aforementioned policies and procedures for the appointment of Directors, Executive Officers and Audit& Supervisory Board Members, as well as the skills matrix listing their knowledge, experience and abilities,
shall be disclosed on the Company's website, etc.
 Reasons for the nomination/dismissal of candidates for the positions of Directors and Audit andSupervisory Board members shall be indicated on reference documents, etc. for general meetings ofshareholders.
2.6.2.

Independent Non-executive Directors of the Board[4-6, 4-7, 4-8, 4-8①, 4-8②, 4-9, 4-11, 4-11①]

 Majority of Non-executive Directors that satisfy the Company's independence criteria shall be appointed in5order to improve the fairness and transparency of corporate governance, ensure the Group's sustainablegrowth and boost corporate value over the medium to long term.
 One or more of the Independent Non-executive Directors shall be a person who has management
experience at other companies.
 Independent Non-executive-Directors shall proactively offer business advice, supervise the execution ofbusiness, supervise the conflict of interests and accurately convey the opinions of stakeholders at Board
meetings.
 Meetings shall be arranged by Standing Audit and Supervisory Board members and held with theattendance of Non-executive Director of the Board including independent non-executive Directors andAudit and Supervisory Board members, in order to promote lively and constructive discussions at Board
meetings.
 The Company's secretarial department shall take care of communications and coordination between Nonexecutive Director of the Board (including independent Non-executive Directors) and standing Directors or
Executive Officers.
< Criteria regarding the independence of Non-executive Officers >https://www.kirinholdings.com/en/purpose/files/pdf/independencecriteria_officer_1.pdf
2.6.3.

Policy for the remuneration of Directors and Executive Officers [3-1, 3-1(ⅲ), 4-2, 4-2①]<Basic policy for executive remuneration>
1) Remuneration shall emphasize the link to business performance and corporate value in themedium to long term, and shall encourage the sharing of value with shareholders.
2) Remuneration shall be at a level commensurate with the roles and responsibilities of Directors of
the Group.
3) Executive remuneration shall be reviewed by the Nomination and Remuneration Advisory
Committee in which Non-executive Director of the Board account for the majority of theCommittee members, in order to ensure objectivity and transparency.
<Structure of the remuneration of Directors of the Board and Executive Officers and the mechanism for
performance-based remuneration>
 In order to raise awareness of the achievement of short-term performance targets and of increasing
corporate value in the medium to long term, the remuneration of Directors of the Board and Executive
Officers shall comprise the following three elements: Basic Remuneration (fixed compensation), Yearly
Bonus (short-term incentive compensation), and Trust-type Stock Compensation (medium- to long-term
incentive compensation).
 The Yearly Bonus shall be paid according to the achievement level of the consolidated performance index,
etc. designated by the Company.
 The performance evaluation indices for the Trust-type Stock Compensation shall be those designated by
the Board of Directors, including the key performance indices specified in the Medium-Term Business Plan,etc.

6

<Remuneration for Non-executive Directors of the Board and Audit & Supervisory Board Members> Non-executive Directors are responsible for supervising and advising the management of the Company andthe entire Group from an objective standpoint, and Audit & Supervisory Board Members are responsible
for auditing the execution of duties by Directors and executive officers from an objective standpoint.
Therefore, only basic remuneration (fixed remuneration) shall be paid to Non-executive Directors and Audit& Supervisory Board Members, respectively.
2.6.4.

Support system [4-12, 4-12①, 4-13, 4-13①, 4-13②, 4-13③]


A Secretariat shall be set up within the Corporate Strategy Department, and shall be operated asfollows in order to promote active and constructive discussion by the Board of Directors:
1) The Secretariat shall establish schedule for holding Board meetings and a prospective agenda by
the end of the preceding fiscal year, in line with the matters deliberated upon each year.
2) The Secretariat shall time the distribution of materials for Board meetings so as to allow sufficient
prior consideration.
3) The Secretariat shall allot appropriate deliberation times on the day of the meeting to allow
matters to be thoroughly discussed.
4) The Secretariat shall provide Directors and Audit and Supervisory Board members, including Nonexecutive officers, with the information they require, and hold briefing sessions as necessary.

In order to strengthen the auditing functions of Audit and Supervisory Board members, dedicatedstaff members who are independent of the execution of duties shall support the Audit andSupervisory Board members in the performance of their duties.



Upon request, the internal audit department and other executive bodies shall provide Directors andAudit and Supervisory Board members with the information they require for the performance of theirduties. In addition, the Company shall bear any expenses incurred should Directors and Audit andSupervisory Board members require the advice of external specialists.

2.6.5.

Training policy [4-14, 4-14①, 4-14②]


The Company shall hold training and provide information to its Directors and Audit and Supervisory
Board members as necessary for the performance of their roles and responsibilities.



Upon assuming office, Directors and Audit and Supervisory Board members shall receive lectures andtraining from specialists and related internal departments in relation to the Japanese Companies Act,
corporate governance, and corporate finance, etc. After assuming office, training and study sessions
on legal revisions and management issues shall be conducted on an ongoing basis as necessary.

Upon assuming office, Non-executive Director of the Board and Audit and Supervisory Board
members shall receive explanations of the Group's corporate philosophy, “One Kirin” Values and theGroup’s businesses, and shall take part in observation at key sites.

2.7.

Accounting auditors [3-2, 3-2②]

7



Board members shall keep in mind the key role of accounting auditors in ensuring the reliability of
the Group's financial reporting, and shall work in an appropriate fashion for the conduction ofthorough and appropriate audits with the aid of the independence and expertise of accounting
auditors, while ensuring the cooperation of Directors, the Board of Directors, Audit and Supervisory
Board members, the Audit and Supervisory Board and the internal audit department.



Executive Officer in charge of financial affairs shall be responsible for addressing any inadequacy infinancial reporting pointed out by accounting auditors.

Chapter 3
3.1.

Appropriate cooperation with stakeholders

The Group's stakeholders and basic approach to CSV


[2-1]

The Group shall strive to solve social issues through its business, create both social and economic
value, and achieve sustainable growth by strengthening its resilience and competitiveness, based on
its long-term business vision "KV2027.

The Group shall assume that customers, shareholders, investors, employees, communities, business
partners, and the global environment are its common stakeholders, and recognizes that collaboration
with multiple stakeholders is essential to achieving its vision for 2027.

3.2.

Ensuring shareholder rights and equality[1-1, 1-1②, 1-1③]

The Company fully understands the importance of shareholder rights. Accordingly, it shall ensure thepractical effectiveness of voting rights at general meetings and other rights of shareholders, including minor
ones, and shall develop the necessary conditions for shareholders to exercise such rights. The Company
shall respect the intentions of minor shareholders should they wish to exercise any special rights vis-a-vis
the Company and the Company's officers.

 In the event that a new proposal is made to the General Meeting of Shareholders to delegate part of thematters to be resolved at the General Meeting of Shareholders to the Board of Directors, the Board of
Directors shall ensure the Company's corporate governance system is sufficiently capable of fulfilling therelevant roles and responsibilities.
3.2.1.


General meeting of shareholders [1-1, 1-1①, 1-2, 1-2①, 1-2②, 1-2③, 1-2④, 1-2⑤]
Management understands that the general meeting of shareholders is the Company's top decisionmaking body, and shall ensure the substantial equality of shareholders at general meetings, as well as
adequate opportunities for the exercise of rights.

Information deemed helpful in ensuring appropriate decision-making by shareholders at general
meetings shall be disclosed by means of materials for general meetings of shareholders, timely disclosure
at the Tokyo Stock Exchange, etc.

Materials for general meetings of shareholders shall be provided electronically no later than three weeks

8in advance of the date of a general meeting of shareholders so as to ensure that the shareholders havesufficient time available to consider agenda items for the general meeting.


While giving maximum consideration to the period for shareholders to consider exercising their voting
rights and ensuring the provision of accurate information, appropriate schedules related to the general
meeting of shareholders, such as the date of dispatch of convocation notices, the date of electronic
provision of materials for a general meeting of shareholders and the date of the general meeting ofshareholders, shall be set.

In order to enable the electronic exercise of voting rights by institutional investors and overseas
investors, the Company shall participate in a platform for the electronic exercise of voting rights. In
addition, materials for general meetings of shareholders shall be translated into English in order tofacilitate the exercise of voting rights by overseas investors.

The exercise of voting rights by proxy shall be limited to cases in which said proxy is a shareholder
according to the provisions of the Articles of Incorporation. In the event, however, where the identity of
institutional investors, etc. (hereinafter referred to as "Practical Shareholders") holding shares under thename of a trust bank, etc. can be verified through a shareholder or standing proxy listed on theshareholder registry, attendance of Practical Shareholders at general meeting of shareholders shall beconsidered upon consulting with the administrator of the shareholder registry.

With regard to company proposals that are approved at the general meeting of shareholders but thatare nonetheless met with a considerable number of opposed votes, the Board of Directors shall analyze
the reasons for opposition and the causes of the considerable number of opposed votes, and consider theneed for dialogue with shareholders and other measures.

3.2.2.

Basic capital policy [1-3, 1-6, 3-1, 3-1③]
The Group shall aim to optimize the balance sheet and improve the ability to generate sustainable cash
flows.



Regarding the allocation of resources to businesses, while giving top priority to investments (capitaland business investments) that shall contribute to the further reinforcement and growth of existing
businesses with high profitability, the Company shall stably and continuously allocate resources tointangible assets (brands, intellectual property, R&D, ICT, human capital, etc.) and new businesscreation that shall support future cash flow growth. In making investments, discipline shall be
exercised from the perspective of maintaining and improving the capital efficiency of the entire Group.
In particular, investments in human capital and intellectual property should be disclosed in an easy-tounderstand manner while being conscious of consistency with business strategies and management
issues.



The Company shall consider the appropriate return of profits to shareholders as one of the mostimportant management issues, and shall pay stable and continuous dividends with a consolidated
dividend payout ratio of 40% or more based on equalized net income per share (EPS). The Company
will consider whether or not to implement share buybacks as an additional means of returning profits9to shareholders, taking into account the optimal capital structure, the market environment, and theCompany's financial capacity after investments.
With regard to financing, priority shall be given to debt financing, while maintaining a high credit ratingthat is not affected by financial conditions, in preparation for rapid changes in the economic
environment and other factors. The Company shall fulfill its accountability to its shareholders by
carefully considering the impact on stakeholders and other factors when raising funds for investments
required to achieve medium- and long-term goals, which may result in a change in control or a large
scale dilution, after verification and review by the Board of Directors.



The Group shall continuously achieve a return on invested capital (ROIC) that exceeds the cost ofcapital in order to improve the profitability and efficiency of each business of the Group.



The Company shall pursue the creation of higher corporate value by improving its ability to generatecash flow and optimizing the cost of capital through the appropriate implementation of the above.

3.2.3. Policy on cross-shareholdings [1-4, 1-4①, 1-4②]


As a general rule, the Group shall not hold cross-shareholdings. However, it may only hold theminimum necessary number of shares that are deemed to contribute to improving corporate value
over the medium to long term.



The Group shall not preclude the shareholders who hold its shares as cross-shareholdings (hereinafterreferred to as "Cross-shareholder”). However, the Group may make a request to the Cross-shareholder
regarding the timing and method of sale.

The rationality of holding individual cross-holdings held by the Group shall be verified by the Board of
Directors every year through dialogue and negotiation with business partners, etc., and as a result,issues that are judged to be unreasonable to hold from the perspective of the common interests ofshareholders shall be sold.



In exercising the voting rights of cross-shareholdings held by the Group, the Company shall determine
whether or not to approve or disapprove each proposal and exercise the voting rights appropriately,
taking into consideration whether or not the proposal will contribute to the improvement of thecorporate value of the relevant company and the sustainable growth and medium- to long-term
corporate value of the Group.

In transactions with cross-shareholders, economic rationality of such transactions shall be sufficiently
examined, and no transactions shall be conducted that would be detrimental to the common interestsof the Company or its shareholders.

3.2.4.

Policy on anti-takeover measures [1-5, 1-5①]Although the Company has not adopted any anti-takeover measures, in the event that the Company's
shares are submitted to a tender offer, the Company shall request the tender offeror to explain themeasures to enhance the corporate value of the Group and promptly disclose the Board of Directors'
stance on the matter.

10

3.2.5.

Policy on transactions between related parties [1-7] The Board of Directors shall make resolutions on conflict-of-interest transactions between the Company
and its Directors and on competing transactions in accordance with the provisions of the JapaneseCompanies Act and the Board of Directors Rules, etc.
3.3.

Appropriate cooperation with stakeholders other than shareholders [2-1]Based on the Group’s Long-Term Vision “KV2027”, the Company shall further strengthen its ties
with stakeholders through the businesses (products and services). By creating new value, theCompany shall aim to bring customers happiness and fulfillment, and contribute to thedevelopment of society.

Customers: use the technological expertise in manufacturing to pursue high quality and meetcustomers' expectations; bring health, pleasure and comfort to people's lives everywhere throughthe joy of food and well-being.

Employees: foster an organizational culture where a diversity of human capital can enjoy working,feel that they are experiencing human growth through their jobs, and tackle the challenge ofinnovation.

Communities treasure the local communities that support our business activities, and contributeto their healthy and sustainable growth.

Business partners: through fair transactions, build relationship of mutual trust with all business
partners toward the creation of a sustainable society, and offer better products and services tocustomers.

The environment: working together with customers and the other stakeholders, the Company shallbring joy to society and pass the world on the next generation by creating positive benefits fornature and people.

3.3.1.

Employee code of conduct and whistleblowing [2-2, 2-2①, 2-5, 2-5①]
The Group shall continuously embed the message of “Passion. Integrity. Diversity” as “One KIRIN”
Values, to all the employees.



Based on the Group's corporate philosophy, the 2027 Vision and “One KIRIN” Values, the Groupshall continuously communicate and provide training to all employees on the Kirin Group
Compliance Guideline or any other equivalent guidelines developed by each individual company
which stipulate the required conduct to fulfill ethical requirements and enhance compliance withlaws and regulations. The Board of Directors shall continually supervise penetration of the message.



As an internal whistleblowing system to ensure the trust of the Group, the Company shall establish
an internal whistleblowing system at each Group company and a hotline directly connected to theofficer in charge of compliance (risk management) at Kirin Holdings, and the Board of Directors
shall periodically supervise the operation of these systems. In addition, a direct hotline to Audit &11Supervisory Board Members of the Kirin Group shall be established as a point of contact
independent from the Board of Directors, and rules shall be established regarding theconfidentiality of information providers and the prohibition of disadvantageous treatment.
3.3.2.

Approach to diversity[2-4, 2-4①]

As a globally active corporation, the Company shall acknowledge that diversity in terms of its
employees' nationality, race, gender, value, mentality, and skills leads to innovation, and shall hire andtrain a diverse human capital.



In Japan, the Company shall promote the Kirin Women's Network, an internal organization thatproactively supports participation and network development by women in the workforce, as well asother initiatives in support of working women, and shall create the conditions and opportunities for
women to play a greater role.



Approaches and voluntary and measurable goals for ensuring diversity in the appointment of corehuman capital, including the appointment of women, non-Japanese, and mid-career hires tomanagement positions, shall be presented, and the status of these efforts shall be disclosed.



In view of the importance of human capital strategies for medium- to long-term enhancement ofcorporate value, personnel development policies and internal environmental improvements to ensure
diversity shall be disclosed along with their implementation status.

3.3.3.

Approach to society and the environment [2-3, 2-3①]
The Group, together with its stakeholders, shall promote CSV management by recognizing important
topics as various management challenges and proactively responding to them in order to sustainably
survive and evolve.
＜Various management challenges for sustainable growth＞
https://www.kirinholdings.com/en/impact/materiality/

A structure for company-wide promotion of issues related to sustainability shall be established to
not only promote risk management, but also to create profit opportunities through co-creation
with stakeholders.

<CSV Management>
https://www.kirinholdings.com/en/impact/csv_management
3.3.4.

Role as an asset owner of a corporate pension plan [2-6]The Company shall establish an appropriate management system to support the major corporate
pension funds of the Group by systematically appointing and assigning personnel with appropriatequalifications for pension management and supplementing their expertise and knowledge withexternal advisors.

Furthermore, the Asset Management Committee shall monitor the management of the corporate
pension fund; provide continuous, comprehensive evaluation encompassing not only management12performance and other quantitative aspects, but also investment policies, management processes,
risk management, stewardship activities, including ESG in accordance with the CSV management
concept of the Group and sustainability initiatives and the status of voting rights execution, andother qualitative aspects; and revise asset allocation and management contractors, as necessary.

Chapter 4

Proper disclosure of information and constructive dialogue with shareholders and investors

4.1. Basic approach to the disclosure of information [3-1, 3-1②, 5-1, 5-1②]
The Group shall acknowledge that the proper disclosure of information is the basis for constructive
dialogue with shareholders and investors, and shall disclose information in accordance with the Disclosure
Policy.



The Company shall pay attention to the handling of insider information in dialogues with shareholders
and investors, and shall appropriately manage insider information in accordance with this Policy and otherinternal rules.
< Disclosure Policy >https://www.kirinholdings.com/en/investors/policy/disclosure/

4.2.

Disclosure of information on non-financial capital, etc. [3-1, 3-1③]

As a prerequisite for more transparent corporate management and constructive dialogue with multistakeholders, proactively disclose information related to non-financial capital in line with the long-term
management concept "KV2027", whenever a framework is developed in the future which will beinternationally recognized such as the International Sustainability Standards Board, in addition to thestatutory disclosure required in the countries in which it operates, including the status of sustainability
initiatives.

With regard to climate change, business risks and opportunities shall be disclosed in accordance with the
Task Force on Climate-related Financial Disclosures (TCFD).

With regard to the natural capital, business risks and opportunities, etc. shall be disclosed in accordancewith the Task Force on Nature-related Financial Disclosures (TNFD).
＜Disclosure based on TCFD and TNFD recommendations＞
https://www.kirinholdings.com/en/impact/env/tcfd/

With regard to human capital, intellectual capital, etc., disclosure shall be made proactively based on aconsideration of appropriate content and methods of disclosure.

4.3.

Basic policy concerning dialogue with shareholders and investors [3-1, 3-1③, 5-1, 5-1①, 5-1②, 5-1③,
5-2, 5-2①]
The Group shall, based on the recognition that constructive dialogue with shareholders and investors willcontribute to the further enhancement of corporate governance and, ultimately, to the enhancement of13

corporate value over the medium and long terms, periodically ascertain the composition of its
shareholders, proactively respond to applications for dialogue, and set up opportunities for active andconstructive dialogue.


The IR department, under the supervision of the Executive Officer in charge of IR, shall take the lead in
responding to requests for interviews from shareholders and investors. In addition, the Group shallproactively set up opportunities for dialogue with the Executive Officer in charge of IR, the Chief Executive
Officer (CEO) and Chief Operating Officer (COO), other directors (including Non-executive Directors),
Standing Audit & Supervisory Board members, or Executive Officers, in cases where said meetings arereasonably considered appropriate.



Depending on the purpose of the dialogue, the Company shall enhance the dialogue in cooperation with
the Finance Division, Corporate Strategy Division, Legal Division and other related divisions.



In addition to individual meetings with shareholders and investors, the Company shall plan and execute
opportunities to provide explanations regarding the Company's medium- to long-term management
strategy and management plan, financial results, individual businesses, and responses to issues
surrounding sustainability, based on the perspective of the Company's long-term vision, management
plan, and business portfolio to promote understanding of and dialogue with the Group. In the course of
dialogue, explanation shall be provided with sincerity, listening to the opinions of shareholders andinvestors, and endeavoring to engage in two-way communication. In addition, disclosure documents
related to IR shall be translated into English in principle under a certain rationality.



The IR department shall report feedback from shareholders and investors to the Chief Executive Officer(CEO) and Chief Operating Officer (COO), the Executive Officer in charge of IR, and other directors or
Executive Officers on a regular or as-needed basis.
END

Enacted on February 15, 2016
Revised on March 30, 2017
Revised on January 29, 2018
Revised on September 10, 2018
Revised on October 9, 2018
Revised on February 14, 2019
Revised on March 27, 2020
Revised on September 30, 2021
Revised on February 27, 2023
Revised on March 28, 202414