March 27, 2019
To whom it may concern
Asahi Group Holdings, Ltd.

Notice of Results of Exercise of Voting Rights
at the 95th Annual General Meeting of Shareholders
Asahi Group Holdings, Ltd. (the “Company”) announces the results of the exercise of voting
rights at the 95th Annual General Meeting of Shareholders (the “Meeting”) held on March 26,
2019, as follows:
1. Items to be resolved:< Company Proposals (Item 1 to 7) >Item 1: Appropriation of Retained Earnings
Year-end dividends(1) Type of dividend asset
Cash(2) Allocation of dividend assets to shareholders and total amount of allocation¥54 per share of common stock
Total amount of payout: ¥24,738,392,574(3) Effective date of dividends of Retained Earnings
March 27, 2019
Item 2: Partial Amendments to the Articles of Incorporation
The Company will discontinue the system of Advisors to the Board, and will delete
the provision for Advisors to the Board in Article 21 (Representative Director,Executive Directors, and Advisors to Board) of the Company’s Articles ofIncorporation in addition to making any necessary amendments.
Item 3: Election of nine (9) Directors
The Company asks the shareholders to elect nine (9) Directors.
The candidates for the position of Director are as follows:
Naoki Izumiya, Akiyoshi Koji, Atsushi Katsuki, Tatsuro Kosaka, Yasushi Shingai,
Yutaka Henmi, Taemin Park, Keizo Tanimura and Christina L. Ahmadjian.
Item 4: Election of two (2) Audit & Supervisory Board Members
The Company asks the shareholders to elect two (2) Audit & Supervisory BoardMembers.
-1-The candidates for the position of Audit & Supervisory Board Member are as follows:
Yumiko Waseda and Yoshihide Okuda.
Item 5: Revision of Amount of Remuneration, etc. for Directors
The Company proposes to revise the total amount of remuneration, etc. for theDirectors to an annual amount of up to ¥1,500 million (this includes ¥100 million for
the Outside Directors, but does not include the employee portion of the salaries andbonuses of those employees serving concurrently as Director).
Item 6: Revision of Amount of Remuneration, etc. for Audit & Supervisory Board Members
The Company proposes to revise the total amount of remuneration, etc. (only basicremuneration) for the Audit & Supervisory Board Members to an annual amount of upto ¥140 million (includes ¥50 million for Outside Audit & Supervisory BoardMembers).
Item 7: Revision of Stock Compensation Plan for Directors
The Plan is a stock compensation system for the Directors (excluding OutsideDirectors) of the Company. By the revision of the Plan, the Company will contributecash of up to a limit of three hundred million yen (¥300,000,000) to the trust to set thethree years as the target period, and shares of common stock of the Company will be
distributed from the Trust to each Director.
< Shareholder Proposal (Item 8) >Item 8: Election of one (1) Audit & Supervisory Board Member
2. Status of voting rights
Number of Shareholders with voting rights:

99,785

Total number of voting rights held by the shareholders:-2-4,575,802

3. Number of voting rights concerning the indication of “For”, “Against” or “Abstentions” foreach item; Requirements for adoption; Results of resolutions< Company Proposals (Item 1 to 7) >Ratio ofItems to Be Resolved

For

AgainstAbstentions

favorableResults

votes
Item 1:3,801,081

1,066

3,474

99.88%

Approved

3,801,130

1,042

3,474

99.88%

Approved

Naoki Izumiya

3,735,738

62,575

7,273

98.16%

Approved

Akiyoshi Koji

3,698,823

100,274

6,491

97.19%

Approved

Atsushi Katsuki

3,722,769

76,3306,491

97.82%

Approved

Tatsuro Kosaka

3,792,826

9,290

3,474

99.66%

Approved

Yasushi Shingai

3,799,711

2,406

3,474

99.85%

Approved

Yutaka Henmi

3,720,389

78,7106,491

97.76%

Approved

Taemin Park

3,721,746

77,3536,491

97.80%

Approved

Keizo Tanimura

3,775,459

23,6406,491

99.21%

Approved

Christina L. Ahmadjian

3,790,128

11,9873,474

99.59%

Approved

Yumiko Waseda

3,800,407

1,7433,474

99.86%

Approved

Yoshihide Okuda

3,541,691

260,450

3,474

93.06%

Approved

3,791,680

10,3053,647

99.63%

Approved

3,780,685

21,2893,647

99.34%

Approved

Appropriation of Retained
Earnings
Item 2:
Partial Amendments to theArticles of Incorporation
Item 3: Election of nine (9)Directors

Item 4: Election of two (2)Audit & Supervisory
Board Members

Item 5: Revision ofAmount of Remuneration,etc. for Directors
Item 6: Revision ofAmount of Remuneration,etc. for Audit &Supervisory BoardMembers-3-Item 7: Revision of Stock
Compensation Plan for

3,738,946

63,2653,474

98.25%

Approved

Directors< Shareholder Proposal (Item 8) >Ratio ofItems to Be Resolved

For

AgainstAbstentions

favorableResultsvotes
Item 8: Election of one (1)Audit & Supervisory

93,592

3,707,266

3,649

2.46% Not Approved

Board Member
Notes:The requirement for the adoption of each item is as follows:・Item 1, Item 5, Item 6 and Item 7:
Approval of a majority of the voting rights of the shareholders present
・Item 2:
Approval at a general meeting of shareholders at which shareholders holding one-third (1/3)
or more of voting rights of the shareholders entitled to vote shall be present, by two-third(2/3) or more of the voting rights of the shareholders so present
・Item 3, Item 4 and Item 8:
Approval at a general meeting of shareholders at which shareholders holding one-third (1/3)
or more of voting rights of the shareholders entitled to vote shall be present, by a majorityof the voting rights of the shareholders so present
4. Reason why a portion of the voting rights held by the shareholders present at the Meeting was
not added to the number of voting rightsSince the approval or disapproval of all proposals was conclusively decided by the exercise of
the voting rights prior to the date of the Meeting and the number of voting rights ofshareholders attending the Meeting, whose approval or disapproval the Company was able toconfirm, the number of voting rights not confirmed the indication of “For”, “Against” or“Abstentions” as to each item of some shareholders attending the Meeting was not added.
End-4-