Note: This document has been translated from the Japanese original only for reference purposes. In the event of any
discrepancy between this translation and the Japanese original, the original shall prevail. The Company
assumes no responsibility for this translation or for any direct, indirect or consequential damage arising fromthis translation.

Asahi Holdings, Inc.
(Stock code: 5857)

Notice of the 13th Annual General Meeting of Shareholders
Date and time:
10:30 a.m. on Tuesday, June 14, 2022
Reception opens at 10:00 a.m.
Venue:
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Proposals:
Proposal 1:
Proposal 2:

Partial Amendments to the Articles of Incorporation
Election of Two (2) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)

Please exercise your voting rights:
Voting rights at the General Meeting of Shareholders are an important right of shareholders. Please makesure to exercise your voting rights. Please see pages 7 to 9 for details.
- If you are attending the General Meeting of Shareholders:
Please submit the Voting Right Exercise Form at the reception desk upon arrival.
- If you are unable to attend the General Meeting of Shareholders:
Please exercise your voting rights in writing or via the Internet, etc.
Documents must arrive before noon on Monday, June 13, 2022.
From the viewpoint of preventing the spread of the novel coronavirus (COVID-19) infection, if you areattending the General Meeting of Shareholders, please pay close attention to the status of the spread of
the virus as of the date of the meeting and your physical condition. Also, please take appropriate
precautions to prevent infection, including wearing masks.
In addition, please understand that we will take infection prevention measures at the meeting.

CoverMessage from the CEO
To Shareholders
Tomoya Higashiura,
Representative Director and President
I would like to express our cordial appreciation for your continuous support and loyal patronage.
I would also like to take the opportunity of sending this Notice of the 13th Annual General Meeting of
Shareholders to offer a short greeting.
The problem of COVID-19 has been dragging on, and there is no prospect of full containment in sightyet. Furthermore, the global security crisis as well as concerns about the sourcing of raw materials andfuel are growing in the wake of Russia’s invasion of Ukraine. While the business environment is
uncertain under such circumstances, the Company is continuing to grow as a leader in creating a circular
economy that connects society to the environment through the two businesses of the Precious Metals
Business and the Environmental Preservation Business. With revenue of 192.4 billion yen and operating
profit of 26.4 billion yen, we achieved a record high for the fifth consecutive year in the 13th fiscal term.
The year-end dividend was decided to be 45 yen per share.
In the Precious Metals Business, we opened a new precious metals recycling plant fitted with cuttingedge equipment and technology in Bando-shi, Ibaraki Prefecture to enhance cost competitiveness andestablish a highly sustainable business foundation. In North America, we are expanding the financial
business and product business with the refining business as a base. In this way, we are steadily“reinforcing the foundation for global growth.”
As for the Environmental Preservation Business, we are expanding consulting sales based on customer
needs and providing optimal solutions in terms of appropriate disposal and CO2 reduction. In addition,
we are launching a business aimed at reducing the environmental load from the overall industry andrealizing a low-carbon society by digitalizing the management processes ranging from waste emission
through disposal.
The Company transitioned to the Prime Market following the Tokyo Stock Exchange’s market
reclassification in April 2022. As a company listed on the Prime Market, we will endeavor to further
improve our corporate value by proactively enhancing corporate governance and implementing
sustainability initiatives. I hope that our shareholders will continue to give us their support.

1
Message from the CEO

Contents
 Notice of the 13th Annual General Meeting of Shareholders ........................................................... 5
 Reference Documents for General Meeting of Shareholders.......................................................... 10
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Two (2) Directors (Excluding Directors Serving as the Audit and Supervisory
Committee Members)

Attached documents
 Business Report .......................................................................................................................... 19
 Consolidated Financial Statements .............................................................................................45
 Non-consolidated Financial Statements ...................................................................................... 49
 Audit Reports .............................................................................................................................. 52
 TOPICS........................................................................................................................................... 60

Documents below are disclosed on the Company’s website- Structure to ensure the appropriateness of business- Status of operation of structure to ensure the appropriateness of business- Notes to consolidated financial statements- Notes to non-consolidated financial statements
https://www.asahiholdings.com/

2
Contents

ASAHI WAY
Our Purpose: “Totally Committed to Protecting the Natural Environment and Preserving
Resources”

Our Credo
We conserve limited natural resources, preserve the global environment, and contribute to therealization of a sustainable world.
Our Corporate Values
















Cooperation with stakeholders
We constantly seek to earn even greater trust from shareholders, customers, business partners,
employees, and local communities as we work to preserve the natural environment.
Corporate governance with a balance of protective and proactive measures
We boldly promote growth strategies and business reform while securing transparency in decisionmaking and properly managing risk.
No growth without profit
We realize long-term improvement of shareholder value by ensuring the entire group grows andis profitable.
Trusted corporate brandWe aim to be widely recognized as an exemplary corporate group and to build a brand that willbe trusted over many years.
Addressing diverse risks
We strive to minimize risks and avert disasters by taking daily safety measures in workplaces andby constantly working to prevent accidents.
Highly motivated employees
We promote work-life balance for employees and continuously improve working environments
and conditions.
Strong sense of mission and high ethical standards
We strive to be an organization where employees take pride in their own work and executives
maintain a strong sense of mission and high ethical standards.
Being a company of good people
We value good employees over the long-term; our vision of a “good employee” is a person who
is not self-centered and who contributes to mutual prosperity and the development of the business.

Our Employee Principles






Innovate and embrace challenges
Put safety first
Maintain high quality
Promptly report (especially bad news)
Build trust and connection

3
Group Philosophy

The Asahi Holdings Group Code of Conduct
1. We comply with all laws and regulations
2. We respect the dictates of social norms and our own conscience
3. We treat everyone equally, regardless of age, gender, nationality, race, religion, or othercharacteristics
4. We refrain from conducting any political or religious activities in the workplace
5. We treat customers with sincerity
6. We practice fair competition and optimal decision-making when selecting business partners
7. We respect the confidential information obtained through our work and avoid disclosing it
externally
8. We refrain from providing or receiving meals or gifts in pursuit of personal benefit
9. We act for the greater good, not for personal or affiliated parties’ gain
10. We focus on the actual sites, actual things, and actual facts

4Group Philosophy

Dear Shareholders:(Stock code: 5857)
May 27, 2022
4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi, Japan
Asahi Holdings, Inc.
Tomoya Higashiura,
Representative Director and President

Notice of the 13th Annual General Meeting of Shareholders
This is to inform you that the 13th Annual General Meeting of Shareholders of Asahi Holdings, Inc.
(hereinafter the “Company”) will be held at the following time and place.
Instead of attending the meeting in person, you are entitled to exercise your voting rights inwriting or by electronic method (the Internet, etc.). You are kindly requested to read the attachedreference documents and exercise your voting rights by noon on Monday, June 13, 2022, in
accordance with the instructions on the page 7 to 9.

1. Date and time:
2. Venue:

Details of the meeting
10:30 a.m. on Tuesday, June 14, 2022 (Reception will open at 10:00 a.m.)
KOBE PORTOPIA HOTEL
10-1, Minatojima Nakamachi 6-chome, Chuo-ku, Kobe-shi“Kairaku-no-ma,” basement floor, Main Building
Please understand that souvenirs for shareholders who attend the meeting
will not be provided.

3. Meeting Agenda
Items to be reported: 1) Business Report, the consolidated financial statements and the resultsof audits of the consolidated financial statements by the Accounting
Auditor and the Audit and Supervisory Committee for the 13th fiscal
term (April 1, 2021 through March 31, 2022)
2) Report on non-consolidated financial statements for the 13th fiscal
term (April 1, 2021 through March 31, 2022)
Items to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Two (2) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)

If you attend the meeting, please submit the “Voting Right Exercise Form” at the reception desk
upon arrival.
Pursuant to the provisions of laws and regulations and the Articles of Incorporation of theCompany, of the documents to be disclosed, “Structure to ensure the appropriateness of business,”“Status of operation of structure to ensure the appropriateness of business,” “Notes toconsolidated financial statements,” and “Notes to non-consolidated financial statements” aredisclosed on the Company’s website (https://www.asahiholdings.com/) and therefore are notincluded in this Notice and its Appendix. Accordingly, this Notice and its Appendix constitutepart of the business report and financial statements audited by the Audit and Supervisory

5
Cover letter of convocation

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Reference Documents for
General Meeting of ShareholdersCommittee and Accounting Auditor when preparing the audit report and accounting audit report,
respectively.
Please note that any modifications to the business report, the financial statements and/or thereference documents will be posted on our website (https://www.asahiholdings.com/).

6
Cover letter of convocation

Guide to Exercising Voting Rights
If you are attending the General Meeting of Shareholders:
Please submit the enclosed Voting Right Exercise Form at the reception desk upon arrival.
In addition, please also bring this Notice.
If you are unable to attend the General Meeting of Shareholders:● Exercising your voting rights in writing (Voting Right Exercise Form)
Please indicate your vote for or against each proposal on the enclosed Voting Right Exercise Formand return the Form by mailing it such that it arrives by the deadline for exercising voting rights
below. If a vote for or against is not indicated for any proposal when exercising voting rights inwriting (Voting Right Exercise Form), we will treat it as an indication of approval of the proposal.
● Exercising your voting rights via the Internet
Please refer to the “Procedure for Exercising Voting Rights via the Internet” on the next page, andinput your vote for or against each proposal by the deadline for exercising voting rights below.
Deadline for Exercising Voting Rights: noon on Monday, June 13, 2022
Treatment of Voting Rights Exercised Multiple Times
If you have exercised your voting rights both in writing and via the Internet, those exercised
via the Internet will be considered as valid.
If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers
and/or smartphones, the final vote cast will be considered as valid.
Electronic Voting Platform for Institutional Investors
Nominee shareholders including banks specializing in asset and trust management/custody (including
standing proxy) may use with prior application the “Electronic Voting Platform” operated by ICJ Inc.
established by Tokyo Stock Exchange, Inc., and other entities, as a means to exercise their voting
rights electronically and participate in the General Meeting of Shareholders of the Company.

7
Guide to Exercising Voting Rights

3. Treatment of Voting Rights Exercised Multiple Times(1) If you have exercised your voting rights both in writing and via the Internet, those exercised via
the Internet will be considered as valid.
(2) If you have exercised your voting rights multiple times on the Internet, the final vote will beconsidered as valid. If you have exercised your voting rights multiple times with computers
and/or smartphones, the final vote cast will be considered as valid.

8
Procedure for Exercising Voting Rights via the Internet

Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements

2. Exercising Your Voting Rights via the Internet(1) By computers- At the Voting Rights Exercise Web Site (https://evote.tr.mufg.jp/), use the “log-in ID” and“temporary password” given on the Voting Right Exercise Form and follow the on-screen
instructions to indicate your approval or disapproval of each proposal.
- To protect against illegal access by persons other than qualified shareholders (“spoofing”) andthe manipulation of voting details, please be aware that shareholders using the site will be asked
to change their “temporary password.”- Whenever a meeting of shareholders is convened, new “log-in IDs” and “temporary passwords”
will be issued.
(2) By smartphones- By scanning the “QR code for log-in” given on the Voting Right Exercise Form using
smartphones, you can automatically access the Voting Rights Exercise Web Site and exercise
your voting right. (There is no need to enter the “log-in ID” and “temporary password.”)- For security reasons, the exercise of voting rights through QR code is available only once.
For the second time and afterwards, you will need to enter the “log-in ID” and “temporary
password” even when scanning QR code.
- You may not be able to log in through QR code depending on a model of smartphone. When you
cannot log in through QR code, please exercise your voting rights by computers as indicated in
2. (1) above.
*QR Code is a registered trademark of DENSO WAVE CORPORATION.

Financial Statements

1. Voting Rights Exercise Web Site
(1) The exercise of voting rights via the Internet is possible only by accessing the Voting Rights
Exercise Web Site (https://evote.tr.mufg.jp/) designated by the Company either from a computeror a smartphone. (However, this Web site is not available from 2:00 a.m. to 5:00 a.m. daily.)(2) The exercise of voting rights using computers or smartphones may be disabled by operating
environments, including the use of a firewall when accessing the Internet, the use of antivirus
software, the use of a proxy server and/or if you have not designated the use of encryptedtransmission (TLS transmission).
(3) Although we will accept the exercise of voting rights via the Internet until noon on Monday,
June 13, 2022, we recommend voting as early as possible. If you have any questions, pleasecontact our Help Desk.

Audit Reports

If you intend to exercise your voting rights via the Internet, please pay attention to the following notes.
If you are attending the meeting, no procedures to exercise voting rights in writing (Voting Right
Exercise Form) or via the Internet are necessary.

Convocation Notice

Procedure for Exercising Voting Rights via the Internet

4. Costs Incurred in Accessing the Voting Rights Exercise Web Site
The costs incurred when accessing the Voting Rights Exercise Web Site such as Internet access fees
will be the responsibility of the shareholder.
5. Method of Receiving a Convocation Notice
Beginning with the next meeting of shareholders, shareholders will be given the option of receiving
their convocation notices via email. If you wish to receive your convocation notices in this manner,
please use a computer or a smartphone to access the Voting Rights Exercise Web Site and take theprocedures shown on the screen.

For inquiries about the system or other matters, contact:
Help Desk for voting rights exercise via the Internet, Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9:00 a.m. to 9:00 p.m.)

9
Procedure for Exercising Voting Rights via the Internet

1. Reasons for the amendment
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc., shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc., (Article 14 of the current Articles(4) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc., shall be established.
2. Details of amendments
We propose that the current articles be partly amended as described in the draft below.
(Amended portions are underlined)
Draft of Amended Articles of Incorporation<Deleted>

Financial Statements(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, etc.)
Article 14: The Company may, when convening
a general meeting of shareholders,deem that it has provided
information to shareholders
pertaining to matters to be describedor indicated in the reference
documents for the general meetingof shareholders, business report,
non-consolidated financial
statements, and consolidated
financial statements, by disclosing
such information through theInternet in accordance with theprovisions provided in the Ordinanceof the Ministry of Justice.

Audit Reports

Current Articles of Incorporation

10
Reference Documents for General Meeting of Shareholders

Consolidated Financial
Statements

Business Reportof Incorporation) will become unnecessary and will therefore be deleted.

Reference Documents for
General Meeting of Shareholders

Proposal 1 Partial Amendments to the Articles of Incorporation

Convocation Notice

Reference Documents for General Meeting of Shareholders

Current Articles of Incorporation< Newly established>

Draft of Amended Articles of Incorporation(Measures for Electronic Provision, etc.)
Article 14: The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.,
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.

Supplementary provisions(Transitional Measures Concerning the
Exemption of Corporate Auditors from Liability)
1. With respects to acts undertaken
before the close of the 6th Annual
General Meeting of Shareholders,the Company may, by a resolution of
the Board of Directors, exempt theliability for compensation fordamage of Corporate Auditors(including those who were Corporate
Auditors) set forth in Article 423,
Paragraph 1 of the Companies Act,to the extent permitted by laws andregulations.

Supplementary provisions(Transitional Measures Concerning the
Exemption of Corporate Auditors from Liability)
Article 1: With respects to acts undertaken
before the close of the 6th Annual
General Meeting of Shareholders,the Company may, by a resolution of
the Board of Directors, exempt theliability for compensation fordamage of Corporate Auditors(including those who were Corporate
Auditors) set forth in Article 423,
Paragraph 1 of the Companies Act,to the extent permitted by laws andregulations.

11
Reference Documents for General Meeting of Shareholders

2.

Articles of Incorporation shall comeinto effect on September 1, 2022, thedate of enforcement of the amended
provisions stipulated in the proviso
of Article 1 of the supplementaryprovisions of the Act Partially
Amending the Companies Act (ActNo. 70 of 2019) (the “EffectiveDate”).
Notwithstanding the provisions of
the preceding paragraph, Article 14of the Articles of Incorporation(Internet Disclosure and Deemed
Provision of Reference Documents
for the General Meeting of
Shareholders, etc.) shall remain inforce with respect to a general
meeting of shareholders to be held
on a date within six months from the
Effective Date.

12
Reference Documents for General Meeting of Shareholders

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report

Article 2. The amendments of Article 14 of theConsolidated Financial
Statements(Transitional Measures Concerning Measuresfor Electronic Provision, etc.)

Financial Statements< Newly established>

Draft of Amended Articles of Incorporation
2. Regarding the acts of Outside
Corporate Auditors (including those
who were Outside Corporate
Auditors) undertaken prior to theclose of the 6th Annual General
Meeting of Shareholders, thecontracts that limit the liability forcompensation for damage set forth in
Article 423, Paragraph 1 of theCompanies Act shall remain subject
to Article 34, Paragraph 2(Exemption of Corporate Auditorsfrom Liability) of the Articles ofIncorporation in place prior to theamendments made by a resolution at
the 6th Annual General Meeting of
Shareholders.

Audit Reports

Current Articles of Incorporation
2. Regarding the acts of Outside
Corporate Auditors (including those
who were Outside Corporate
Auditors) undertaken prior to theclose of the 6th Annual General
Meeting of Shareholders, thecontracts that limit the liability forcompensation for damage set forth in
Article 423, Paragraph 1 of theCompanies Act shall remain subject
to Article 34, Paragraph 2(Exemption of Corporate Auditorsfrom Liability) of the Articles ofIncorporation in place prior to theamendments made by a resolution at
the 6th Annual General Meeting of
Shareholders.

Current Articles of Incorporation

Draft of Amended Articles of Incorporation
3. This article shall be deleted after thelapse of six months from the
Effective Date or the lapse of threemonths from the date of the general
meeting of shareholders set forth in
the preceding paragraph, whicheveris later.

13
Reference Documents for General Meeting of Shareholders

Candidate

Name

Position and Duties at the Company

No.

(Date of birth)(Important concurrent assignment)

Attendance at theBoard of Directors
meeting

Director and Chairman
1

To be

Mitsuharu Terayama

Reelected(March 10, 1940)[Significant concurrent duties]

8 out of 8 meetings

None
Representative Director and
2

To be

Tomoya Higashiura

President

Reelected(January 26, 1961)[Significant concurrent duties]

8 out of 8 meetings

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Director of Asahi Pretec Corp.

Reference Documents for
General Meeting of Shareholders

The terms of office of all two (2) Directors (excluding Directors serving as the Audit andSupervisory Committee Members; the same applies hereinafter in this proposal) will expire at theclose of this Annual General Meeting of Shareholders.
Accordingly, we propose the election of two (2) Directors.
The Audit and Supervisory Committee has expressed no opinion on this proposal.
The candidates for Director to be elected are as follows.

Business Report

Proposal 2 Election of Two (2) Directors (Excluding Directors Serving as the Audit andSupervisory Committee Members)

14
Reference Documents for General Meeting of Shareholders

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at the Company
April 1964:

Joined KURARAY CO., LTD.

July 1973:

Joined Asahi Pretec Corp.

Ownershipof Shares

October 1973: Appointed as Senior Managing
Director of Asahi Pretec Corp.

1
Mitsuharu Terayama(March 10, 1940)
To be Reelected

May 1981:

Appointed as Representative
Director and President of Asahi
Pretec Corp.

April 2009:

Appointed as Representative
Director and President of Asahi
Holdings, Inc.

April 2011:

Appointed as CEO & COO of
Asahi Holdings, Inc.

April 2011:

Appointed as Chairman and
Director of Asahi Pretec Corp.

June 2012:

Appointed as CEO of Asahi
Holdings, Inc.

June 2014:

Appointed as President & CEO of
Asahi Holdings, Inc.

April 2018:

Appointed as Chairman & CEO of
Asahi Holdings, Inc.

June 2020:

Appointed as Director andChairman of Asahi Holdings, Inc.
(to present)

1,793,490
shares[Significant concurrent duties]
Attendance at the Board of Directors meeting: 8 out of 8 meetings(Reason for nomination as a candidate)
Mr. Terayama engages in the management of the Group as a Director of the Company. The
Company therefore requests his election as a Director of the Company based on its judgment that
his continued tenure of office as a Director is appropriate because his past performance of having
driven the entire Group with strong leadership, as well as his deep insight and abundant experiencein overall management, would contribute to the further functional reinforcement of the Board of
Directors and the corporate governance of the entire Group.

15
Reference Documents for General Meeting of Shareholders

February 2001: Joined Asahi Pretec Corp.

Tomoya Higashiura(January 26, 1961)
To be ReelectedAppointed as Director andGeneral Manager of
Administration Division of Asahi
Pretec Corp.

April 2009:

Appointed as Director andGeneral Manager of Corporate
Development & Administration
Division of Asahi Holdings, Inc.

June 2010:

Appointed as Director andGeneral Manager of Precious
Metal Recycling Business
Division of Asahi Pretec Corp.

April 2011:

Appointed as Director of Asahi
Holdings, Inc.

June 2014:

Appointed as Representative
Director & President of Asahi
Pretec Corp.

April 2017:

Appointed as Representative
Director and President of Asahi
Americas Holdings, Inc.

April 2018:

Appointed as Representative
Director and President of Asahi
Holdings, Inc. (to present)

April 2018:

Appointed as Director of Asahi
Pretec Corp. (to present)

77,000sharesConsolidated Financial
Statements

2

June 2006:[Significant concurrent duties]
Director of Asahi Pretec Corp.
Attendance at the Board of Directors meeting: 8 out of 8 meetings(Reason for nomination as a candidate)
Mr. Higashiura engages in the management of the Group as a Representative Director of theCompany and as a Director of the Group companies, having deep insight and abundant experiencein overall management. The Company therefore requests his election as a Director of the Company
based on its judgment that his continued tenure of office as a Director is appropriate because hisabundant experience in the Precious Metals Business and its global expansion would contribute to
the sustainable enhancement of the corporate value of the Group.
(Notes) 1. There are no special interests between each candidate and the Company.
2. The Company conducted a stock split with a ratio of two-for-one on April 1, 2021.
Accordingly, Ownership of Shares is based on the number of the shares after thestock split.
16
Reference Documents for General Meeting of Shareholders

Convocation Notice

Joined NEC Corporation

Reference Documents for
General Meeting of Shareholders

April 1984:

Ownershipof Shares

Business Report

Career, Position and Duties at the Company

Financial Statements

Name(Date of birth)

Audit Reports

CandidateNo.

3. The Company has concluded a directors and officers liability insurance agreement
provided for in Article 430-3, paragraph 1 of the Companies Act with an insurancecompany. The insurance agreement covers damages that may arise when the insured
including the Company’s Directors assume liability for the execution of their duties
or receives a claim related to the pursuit of such liability. If the candidates are elected
and appointed as Director, each of them will continue to be insured under the
insurance agreement. Also, the Company plans to renew the insurance agreementwith the same contents at the next renewal date.

17
Reference Documents for General Meeting of Shareholders

Name

1

Mitsuharu
Terayama
TomoyaHigashiura

2

Position

Name

●

●

●

●

International
experience

Sales

●
●

●

Sales

Legal

●

●

GeneralIndustry International
executive
management knowledge experienceskillsDirector, Chairman of
the Audit andYuji
Supervisory
KimuraCommittee

Technology
Administrative
andexperienceinnovation●●

Technology
Administrative
andexperienceinnovation●

Finance andaccounting

●

Legal

Finance andaccounting●

Director, Audit andSupervisory
Committee Member

Kyoko
Kanazawa●

YoshinoriHara●

Business Report(Outside, Independent)●(Outside, Independent)

Director, Audit andSupervisory
Committee Member●●

MiyokoKimura●Mitsutoshi
Kagimoto

●

●

●

●

●

●

●

●

●

●

●

●

Consolidated Financial
Statements(Outside, Independent)

Director, Audit andSupervisory
Committee Member●(Outside, Independent)

Corporate Officer●●

Audit Reports

Corporate Officer

HiroyukiNakanishi
Nobuo
TajimaShohei
Yasuda●Financial Statements

Director, Audit andSupervisory
Committee Member
Corporate Officer

Convocation Notice

Candidate No.

Generalexecutive
Industry
management knowledge
skillsReference Documents for
General Meeting of Shareholders(Reference)
Skill matrix of candidates for Directors, Directors serving as the Audit and Supervisory
Committee Members, and Corporate Officers

18
Reference Documents for General Meeting of Shareholders

Attached documents
Business Report (April 1, 2021 through March 31, 2022)
1. Current Status of the Group(1) Status of business for the fiscal year
1) Circumstances and results of business
During the fiscal year under review, the Japanese economy continued to face difficult
conditions due to the impact of the novel coronavirus disease (COVID-19). In addition, risingenergy costs and other factors related to the situation in Ukraine at the end of the fiscal year
had an impact on business activities.
Under these conditions, the Group’s results in each business segment were as follows.
Precious Metals Business
Revenue: 173,875 million yen (up 20.1% YOY)
The precious metals recycling business posted increases from the previous year in bothrevenue and operating profit due to conducting profitability-oriented sales activities, boosted
by rising precious metal prices. In the precious metals refining business in North America,
although there was a decrease in transactions in the trading business, which had a sharp
increase in the previous fiscal year due to distribution turmoil, transactions in the productbusiness, which operates the processing and sale of products utilizing metals, increased. As aresult, revenue and operating profit in this segment increased from the previous year.
Environmental Preservation Business
Revenue: 18,566 million yen (down 7.1% YOY)
In line with the recovery trend in industrial production activities, the volume of industrial
waste handled by the Group increased. However, we are continuing to ascertain and selectcore businesses, and as a result, since a business was excluded from the scope of consolidationin the second half of the previous fiscal year, revenue and operating profit in this segment
decreased from the previous year.
As a result of the above, revenue during the fiscal year was 192,442 million yen, a yearon-year increase of 27,665 million yen (+16.8 percent). Operating profit was 26,446 million
yen, a year-on-year increase of 1,319 million yen (+5.3 percent). Profit before tax was 26,372
million yen, a year-on-year increase of 235 million yen (+0.9 percent). Profit was 18,735
million yen, a year-on-year decrease of 6,990 million yen (-27.2 percent). Profit attributableto owners of parent was therefore 18,735 million yen, a decrease of 6,990 million yen (-27.2
percent) year-on-year. By segment, revenue in the Precious Metals Business was 173,875
million yen, a year-on-year increase of 29,080 million yen (+20.1 percent). In theEnvironmental Preservation Business, revenue was 18,566 million yen, a year-on-year
decrease of 1,414 million yen (-7.1 percent).

19
Status of business for the fiscal year173,875

90.4

20.1

26,596

18,566

9.6

(7.1)

3,738

0
192,442

0
100.0

0
16.8

(3,888)26,446

Revenue
Operating Profit
ROE

192,442 million yen
26,446 million yen
18.5%

Operating Profit(Millions of yen)

Up 16.8% YOY
Up 5.3% YOY
Down 12.3% YOY2) Capital expenditure
Capital expenditure made in the fiscal year totaled 8,316 million yen. The main expenditure
was an investment in buildings, machinery and equipment.
3) Financing
Not applicable for the fiscal year4) Assignment, absorption-type split and incorporation-type split of businessNot applicable for the fiscal year5) Acquisition of the business of other companies
Not applicable for the fiscal year6) Succession of rights and obligations pertaining to the business of other corporations,etc., through an absorption-type merger or an absorption-type split
Asahi Pretec Corp. and Japan Waste Corporation, subsidiaries of the Company, conducted anabsorption-type merger effective on October 1, 2021, with Asahi Pretec Corp. as the surviving
company.
Asahi Pretec Corp., a subsidiary of the Company, and Taiyo Chemical Co., Ltd. conducted anabsorption-type merger effective on October 1, 2021, with Asahi Pretec Corp. as the surviving
company.
7) Acquisition or disposal of shares or other equity or share acquisition rights of othercompanies
Asahi Depository LLC was newly established as of August 2, 2021, which is a
subsidiary of the Company’s subsidiary, Asahi Refining USA Inc.
DXE INC. was newly established as of November 1, 2021, which is a
subsidiary of the Company’s subsidiary, Asahi Pretec Corp.

20
Status of business for the fiscal year

Reference Documents for
General Meeting of Shareholders

YOY change(%)

Business Report

Ratio (%)

Consolidated Financial
Statements

Precious Metals
Business
Environmental
Preservation Business
Other
Total

Revenue(Millions of yen)

Financial Statements

Category

Audit Reports<Breakdown of revenue and operating profit>

Convocation Notice

Revenue and operating profit were composed of the following:(2) Property and profit/loss
10th term
April 1, 2018
through
March 31, 201911th term
April 1, 2019
through
March 31, 2020

12th term
April 1, 2020
through
March 31, 2021

13th term
April 1, 2021
through
March 31, 2022
(Current fiscal
year)(Millions ofyen)(Millions ofyen)(Millions ofyen)

110,412

135,563

164,776

192,442

13,44218,01025,12626,446

9,000

9,846

25,72518,735(Yen)

114.07125.12326.90238.11

160,272

229,958

244,803

298,387

67,804

69,174

97,903

105,137

Category

Revenue
Operating profit
Profit attributable toowners of parent
Basic earnings per
share
Total assets
Total equity(Millions ofyen)(Millions ofyen)

Equity per share(Yen)
attributable to owners
861.58879.001,244.06
1,336.89
of parent(Notes) 1. For the 11th term, businesses of Fuji Medical Instruments MFG. Co., Ltd. have been reclassified as
discontinued operations. Consequently, income from discontinued operations are presented separatelyfrom continuing operations in the consolidated statement of income. Accordingly, revenue andoperating profit are presented in amounts from continuing operations. In addition, the Company also
restated revenue and operating profit from the 10th term to amounts from continuing operations.
2. The Company conducted a stock split with a ratio of two-for-one on April 1, 2021. Basic earnings per
share and equity per share attributable to owners of parent are calculated assuming the stock split had
already been carried out at the start of the 10th term.
3. The interest expenses corresponding to advance trading of precious metals refining business werepreviously recorded as finance cost, but the method was changed from the 12th term to be recorded
as cost of sales. As a result, operating profit has been restated to reflect the aforementioned
reclassification, and the figures for the 11th term have also been restated in the same way.

21
Property and profit/loss

22
Major sales offices and plants

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report

21, Uozakihamamachi, Higashinada-ku, Kobe-shi
Kobe Head Office: 4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Tokyo Head Office: 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Research laboratory The Technical Research Center (Kobe-shi)
Business offices
Kanto (Kawaguchi-shi, Saitama Pref.)Yokohama (Yokohama-shi)
Shonan (Koza-gun, Kanagawa Pref.)Nagano (Tomi-shi, Nagano Pref.)Hanshin (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)
Shikoku (Saijo-shi, Ehime Pref.)Kitakyushu (Kitakyushu-shi, Fukuoka Pref.)Fukuoka (Koga-shi, Fukuoka Pref.)Kagoshima (Kagoshima-shi)
Sales offices
Sapporo (Kitahiroshima-shi, Hokkaido)
Aomori (Aomori-shi)
Sendai (Miyagi-gun, Miyagi Pref.)Niigata (Sanjo-shi, Niigata Pref.)Kitakanto (Kitakatsushika-gun, Saitama Pref.)Kanto (Kawaguchi-shi, Saitama Pref.)Yokohama (Yokohama-shi)
Kofu (Chuo-shi, Yamanashi Pref.)Shizuoka (Yaizu-shi, Shizuoka Pref.)Nagoya (Komaki-shi, Aichi Pref.)Hokuriku (Toyama-shi)
Hanshin (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)
Okayama (Okayama-shi)
Hiroshima (Hiroshima-shi)
Shikoku (Saijo-shi, Ehime Pref.)Fukuoka (Koga-shi, Fukuoka Pref.)Kagoshima (Kagoshima-shi)
Okinawa (Itoman-shi, Okinawa Pref.)Consolidated Financial
Statements

Asahi Pretec Corp.
Main office
Head offices

Financial Statements

Asahi Holdings, Inc.
Main office
4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Head offices
Kobe Head Office: 4-17 Kano-cho 4-chome, Chuo-ku, Kobe-shi
Tokyo Head Office: 7-12 Marunouchi 1-chome, Chiyoda-ku, Tokyo
Overseas
Asahi Refining USA Inc. (the U.S.)
subsidiaries
Asahi Refining Canada Ltd. (Canada)
Asahi Refining Florida LLC (the U.S.)
Asahi Depository LLC (the U.S.)

Audit Reports(3) Major sales offices and plants (as of March 31, 2022)

Plants

Domestic
subsidiaries

Overseassubsidiaries

23
Major sales offices and plants

Saitama (Kitakatsushika-gun, Saitama Pref.)Yokohama (Yokohama-shi)
Samukawa (Koza-gun, Kanagawa Pref.)Nagano (Tomi-shi, Nagano Pref.)Amagasaki (Amagasaki-shi, Hyogo Pref.)Kobe (Kobe-shi)Ehime (Saijo-shi, Ehime Pref.)Kitakyushu (Kitakyushu-shi, Fukuoka Pref.)Hibiki (Kitakyushu-shi, Fukuoka Pref.)Fukuoka (Koga-shi, Fukuoka Pref.)Taniyama Rinkai (Kagoshima-shi)
Ijuin (Hioki-shi, Kagoshima Pref.)
JW Chemitech Co., Ltd. (Kawaguchi-shi, Saitama Pref.)Fuji Rozai Co., Ltd. (Ota-ku, Tokyo)
JW Glass Recycling Co., Ltd. (Koto-ku, Tokyo)
DXE INC. (Chiyoda-ku, Tokyo)
Asahi G&S Sdn. Bhd. (Malaysia)
Asahi Pretec Korea Co., Ltd. (Korea)

Asahi Pretec Corp.

CapitalOur voting
right ratio

Major business

4,480 million
yen

100.0%

Precious Metals Business andEnvironmental Preservation Business(Note) Japan Waste Corporation was excluded from the significant subsidiaries since it was mergedwith Asahi Pretec Corp., a subsidiary of the Company, on October 1, 2021.

Audit Reports

Financial Statements

Consolidated Financial
Statements3) Specified wholly owned subsidiarya. Name and address of the specified wholly owned subsidiary
Name: Asahi Pretec Corp.
Address: 21 Uozakihamamachi, Higashinada-ku, Kobe-shi
b. Total book value of shares of the specified wholly owned subsidiary held by the Company
and wholly owned subsidiaries at the end of the fiscal year under review:
24,621 million yen
c. Total amount recorded in the assets section of the balance sheet of the Company for the
fiscal year under review:
122,730 million yen

Convocation Notice

Company name

Reference Documents for
General Meeting of Shareholders

1) Relationship with parent company
Not applicable2) Significant subsidiaries

Business Report(4) Significant parent company and subsidiaries

24
Significant parent company and subsidiaries

(5) Principal businesses (as of March 31, 2022)
The Group is mainly engaged in the Precious Metals Business and the Environmental
Preservation Business.
1) Precious Metals BusinessWe collect scraps containing precious metals which are yielded from a variety of fields andrecycle them.
In North America, we refine gold and silver from mines.
○ Collection/reproduction and processing of precious metals (gold, silver, palladium,
platinum, etc.) and other metals and refining of precious metals○ Purchase and sales of precious metals and other metals○ Manufacturing and sales of precious metal products
2) Environmental Preservation BusinessWe detoxify and properly dispose of each type of industrial waste.
○ Collection and transportation of industrial waste○ Intermediate treatment of industrial waste (detoxification, appropriate disposal, reuse,
reduce, and recycle)(6) Employees (as of March 31, 2022)
1) Employees of the Group
Number of employees
1,457 (142)

Change from the end of previous fiscal year
–53 (up 9)(Note) The number of employees refers to the number of workers (excluding the staff seconded
from the Group to companies outside the Group but including staff seconded fromcompanies outside the Group to the Group) and for the number of part-timers and fixedterm employees, annual average number of persons are shown separately in brackets.
2) Employees of the Company
Number of employees

Change from the endof previous fiscal year

Average age

12 (0)+2 (down 1)

50 years and4 months

Average length ofservice2 years and2 months(Note) The number of employees refers to the number of workers (excluding the staff seconded
from the Company to companies outside the Company but including staff seconded fromcompanies outside the Company to the Company) and for the number of part-timers andfixed-term employees, annual average number of persons are shown separately inbrackets.

25
Principal businesses and Employees

Not applicable

Convocation Notice
Audit Reports(9) Challenges to be addressed
1) Precious Metals Business segment
As it is the Group’s core business, the Group will take the following measures to expand
earnings in this segment.
○ Utilize IT to establish an efficient sales structure and technical process and enhancecompetitiveness.
○ Conduct thorough “Responsible Precious Metals Management” and strengthen risk
management.
○ Pursue stable operation of the refining business in North America and expand revenue
sources by building up value added services.
○ Take actions for climate change and expand business through analysis of risks andopportunities related to climate change.
2) Environmental Preservation Business segment
As a stable growth business of the Group, we will manage the segment’s business with anemphasis on growth and profitability. The Group will take the following measures to increase
earnings in this segment.
○ Establish a position as a leading environmental company in Japan through the Group’s
nationwide network and by utilizing a high level of treatment technology.
○ Establish an efficient and effective business structure by utilizing digital technologies.
○ Promote globalization and expand the business into the world market.
○ Take actions for climate change and expand business through analysis of risks andopportunities related to climate change.

Reference Documents for
General Meeting of Shareholders(8) Other important matters relating to the current state of the Group

Business Report

Loan amount
40,687 million yen
33,660 million yen
29,691 million yen
8,567 million yen
5,085 million yen

Consolidated Financial
Statements

Financial institutions
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.
Japan Bank for International Cooperation
Syndicated loan

Financial Statements(7) Major financial institutions with loans to the Company (as of March 31, 2022)

26
Major financial institutions with loans to the Company,
Other important matters relating to the current state of the Group and Challenges to be addressed■ The 9th Mid-term Business Plan (the 13th fiscal term to the 15th fiscal term)
Slogan: Building a global company that pursues originality and growth● Precious Metals Business: Improve efficiency in Japan and promote global strategy● Environmental Preservation Business: Strive to achieve sustainable growth and globalization
Basic policy
1. Reinforce the foundation for global growth
2. Promote new human resource policies
3. Strengthen Group risk management
4. Contribute to the SDGs

27
The 9th Mid-term Business Plan (the 13th fiscal term to the 15th fiscal term)

Group Executive

Board of Directors
Reporting /Supervision /Submission

Instruction

Consolidated Financial
Statements

Committee
Reporting

Sustainability Committee
Chairperson: CEO

Financial Statements

Group Risk
Management
Department

Diversity & Inclusion

Climate Change

Working Group

Working Group

Consolidated
subsidiaries
in Japan

Each Unit

Audit Reports

Corporate Planning & Communications
Department,
Sustainability Committee Secretariat

ReportingConsolidated
subsidiaries
outside Japan* Details of the Company’s sustainability initiatives are posted on the Company’s website:
https://www.asahiholdings.com/sustainability/
28
Reference: Initiatives for sustainability

Reference Documents for
General Meeting of Shareholders

Sustainability promotion system:
With “contributing to the SDGs” as one of the basic policies of the 9th Mid-Term Business Plan, theGroup is working on the expansion of precious metals recycling and proper industrial waste disposal,
the enhancement of work-life balance and employee diversity, and other initiatives.
After announcing our goal to achieve carbon neutrality in 2050 and expressing our endorsement for
the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in December
2021, we have been implementing information disclosure in line with the TCFD recommendations.
To strengthen the system for promoting these initiatives, in April 2022, we established theSustainability Committee, which expanded the existing SDGs Promotion Committee and is headed byPresident & CEO. The Sustainability Committee deliberates on sustainability strategies, plans, policies,
risk management and monitoring on a quarterly basis.

Business Report

The Group contributes to effective use of resources and widespread environmental preservation basedon its shared purpose of “A Total Commitment to Protecting the Natural Environment and Preserving
Resources.” We believe that our business activities are our contribution to sustainability, and that ourbusiness growth directly contributes to solving social issues. Based on this belief, we set out priority
issues, themes, and goals and take proactive actions to achieve them.

Convocation Notice■ Reference: Initiatives for sustainability

Priority SDG-related Goals
1. Expand precious metals
recycling

The further utilize effectively
limited earth resources, we will
globally expand and promoteprecious metals recycling.
9 INDUSTRY,INNOVATION AND
INFRASTRUCTURE
12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION
13 CLIMATE ACTION

15 LIFE ON LAND

2. Supply precious metals inways that are friendly topeople, society, and theenvironment

3. Expand proper industrial
waste disposal

We will expand the provisionof raw materials that do notinclude conflict minerals andprecious metals produced from
scrap containing precious
metals in consideration ofhuman rights and theenvironment and promoteresponsible precious metal
management.

We will work to expand
appropriate disposal ofindustrial waste as experts in
waste processing, and work
toward realizing a sustainable
recycling-oriented society.

8 DECENT WORKAND ECONOMICGROWTH
12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION
16 PEACE, JUSTICEAND STRONG
INSTITUTIONS

6 CLEAN WATER AND
SANITATION

9 INDUSTRY,INNOVATION AND
INFRASTRUCTURE
11 SUSTAINABLE
CITIES ANDCOMMUNITIES
12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION
14 LIFE BELOW
WATER

15 LIFE ON LAND

29
Reference: Initiatives for sustainability

6. Encourage and support
SDG-related activities

Through initiatives such asenergy conservation activities,
transitioning to next-generation
automobiles, and transitioning
to low CO2 emission power
plants, we will work toward
reducing CO2 emissions acrossthe Group.

Through workstyle reforms,
health management, anddiversity promotion, we will
work to raise job satisfaction
by enriching foundations toallow for diverse humanresources to take active roles.

We will work to preserve theglobal environment throughencouragement and support ofindividual and group cleaning
activities as the “Asahi Clean
Project.”

7 AFFORDABLE AND
CLEAN ENERGY

12 RESPONSIBLE
CONSUMPTION AND
PRODUCTION

3 GOOD HEALTH AND
WELL-BEING

4 QUALITYEDUCATION

11 SUSTAINABLE
CITIES ANDCOMMUNITIES
14 LIFE BELOW
WATER

15 LIFE ON LAND

Business Report

5 GENDER EQUALITY
13 CLIMATE ACTION

8 DECENT WORK AND
ECONOMIC GROWTH

Audit Reports

Financial Statements

Consolidated Financial
Statements

17 PARTNERSHIPSFOR THE GOALS

Convocation Notice

5. Enhance Work-Life
Balance and Employee
Diversity

Reference Documents for
General Meeting of Shareholders

4. Reduce CO2 emissions

30
Reference: Initiatives for sustainability

■ Reference: Corporate Governance Structure
Basic Policies for Corporate GovernanceCorporate Governance Policies, etc. can also be found on the Company’s website:
https://www.asahiholdings.com/sustainability/governance/
To establish corporate governance and have it work effectively is a corporate social responsibility andcontributes to more efficient and transparent management as well as to sustainable corporate value
growth.
The Group will build our corporate governance that will respond to the confidence of shareholders,business partners, employees, local communities and other various stakeholders so as to fulfill oursocial mission and responsibility as a listed company. Also, we will develop a “corporate governancestructure” that will promptly respond to the management environment changes with emphasis oncompliance, aiming at sustainable corporate value growth.

Board of Directors

Audit and Supervisory
Committee

Nominating
Committee/
Compensation
Committee

The Board of Directors is comprised of Executive Directors who areknowledgeable concerning their respective business, technical oradministrative divisions, as well as Outside Directors with various typesof expertise essential to corporate management. To enhance neutrality
and independence of the Board of Directors and facilitate active,
substantial and effective discussions at meetings, the Board of Directors
consists of seven (7) Directors, including four (4) Independent Outside
Directors, with a majority of Outside Directors. All Directors share theiropinions actively and freely on important subjects such as the Group’s
management strategies and business plans.
Under Japan’s Companies Act, the Group has elected to be a company
with an Audit and Supervisory Committee, and has four (4) Independent
Outside Directors.
This structure has strengthened the supervisory function of the Board of
Directors. It also delegates important business execution to the Executive
Directors for quicker decision-making and improved management
efficiency.
A Nominating Committee, consisting of three (3) members including two(2) Independent Outside Directors, as well as a Compensation
Committee, have been established as advisory bodies to the Board of
Directors. The chair of both committees is elected from among
Independent Outside Directors.
The aim is to further enhance corporate governance by ensuringtransparency, fairness, and objectivity for the appointment and dismissalof Directors and key management team members, as well as for thedetermination of Director remuneration.

31
Reference: Corporate Governance StructureConvocation Notice

Corporate Governance Structure
General Meeting of Shareholders

Board of Directors

Appointment/Dismissal(with a majority of Independent Outside Directors)

Executive Directors(with a majority of
Independent Outside
Directors)

Audit/Supervisory

Inquiry/Reply

Collaboration

Representative
Director

AssistDirection/Report

Collaboration

Group Executive
Committee

Group Risk
Management
Department

Audit andSupervisory
Committee
Secretariat

Audit Department

Collaboration

Consolidated Financial
Statements(with a majority of
Independent Outside
Directors)

Business Report

Nominating Committee
Compensation Committee

Accounting Auditor

Supervisory/
Appointment/
Dismissal

Reference Documents for
General Meeting of Shareholders

Audit and Supervisory
Committee Directors

Collaboration

Internal Control
Promotion Meeting
Safety Management
Meeting

Support/
Educate/Guide/
MonitorInternal Audit

Each Department and Group Companies

Audit Reports

Evaluation of the Effectiveness of the Entire Board of Directors
Since the fiscal year ended March 31, 2016, we started the evaluation of the effectiveness of the Boardof Directors to see whether the entire Board of Directors functions appropriately. Overview of
Evaluation Results is disclosed on the Company’s website.

Financial Statements

Appointment/Dismissal

Appointment/Dismissal

32
Reference: Corporate Governance Structure

2. Current state of the Company(1) Shares (as of March 31, 2022)
258,000,000 shares
1) Number of shares authorized:
79,708,688 shares
2) Number of shares issued:
33,005
3) Number of shareholders:
4) Major shareholders (top 10 shareholders)Number ofshares held(Thousands ofshares)Percentage ofshares held(%)

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

12,473

15.66

Custody Bank of Japan, Ltd. (Trust account)

5,070

6.37

Mitsuharu Terayama

1,793

2.25

STATE STREET BANK WEST CLIENT - TREATY 505234

1,597

2.01

Masamichi Terayama

1,484

1.86

Asahi Employee Stock Ownership Plan

1,428

1.79

CEPLUX-ERSTE GROUP BANK AG (UCITS CLIENTS)

1,162

1.46

CREDIT SUISSE (LUXEMBOURG) S.A. / CUSTOMERASSETS, FUNDS UCITS
JP MORGAN CHASE BANK 385781

976

1.23

943

1.18

916

1.15

Shareholders

Custody Bank of Japan, Ltd. (Securities investment trust
account)(Notes) 1. Percentage of shares held is calculated by excluding treasury stock.
2. The Company conducted a stock split with a ratio of two-for-one on April 1, 2021.
As a result, the number of shares authorized became 258,000,000 and the number ofshares issued became 79,708,688.
5) Status of shares granted to the Company’s board members as consideration for
execution of their duties during the fiscal year
Number of
Number ofshares (shares)
recipients
Directors (excluding Directors serving as the Audit and84,8005Supervisory Committee Members and Outside
Directors)
Directors serving as the Audit and Supervisory－－
Committee Members
Outside Directors－－(Note) The details of stock compensation of the Company are provided in “5) Compensation,etc., for Directors” under “(3) Board members and corporate officers.”
Shareholder distribution
Individuals, others
Financial institutions
Foreign corporations, etc.
General corporations, other corporations
Securities companies
33
Shares

33,188 thousand shares (41.64%)
23,434 thousand shares (29.40%)
19,752 thousand shares (24.78%)
1,940 thousand shares (2.43%)
1,394 thousand shares (1.75%)

34
Share acquisition rights, etc.

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements
Financial Statements

1) Share acquisition rights granted to and held by the Company’s board members as aconsideration for execution of their duties on the end of the fiscal year under review
Not Applicable2) Share acquisition rights granted to the Company’s employees, etc. as a consideration for
execution of their duties during the fiscal year under review
Not Applicable3) Other status of share acquisition rights
Share acquisition rights by a resolution of the Board of Directors meeting as of February 25, 2021
• Allotment date
March 15, 2021
• Allotment method
Allot all shares to Asahi Refining USA Inc. through a third-party
allotment method• Number of share acquisition rights
2,000 units• Class and number of shares for the purpose of share acquisition rights and calculation method
thereofThe class of shares for the purpose of share acquisition rights shall be common stock of theCompany and the number of shares per unit of the share acquisition rights shall be equal tothat calculated by dividing 100,000 US dollars by the exercise price per share (value of theproperty to be contributed when the share acquisition rights are exercised or calculation
method thereof are defined in (2); however, if two or more units of the share acquisition rights
are exercised at the same time, the number equal to that calculated by dividing 100,000 US
dollars which were multiplied by the number of the units exercised, by the exercise price pershare). Any fractions below one share generated as a result of exercise shall be rounded down.
• Amount to be paid in for share acquisition rights or calculation method thereof and descriptionthat no payment is required
5,257 US dollars in cash per unit of share acquisition rights (total amount to be paid in for theshare acquisition rights: 10,514,000 US dollars in cash)• Value of property to be contributed when share acquisition rights are exercised and calculation
method thereof(1) The property to be contributed when each of the share acquisition rights is exercised shallbe cash, of which value shall be 100,000 US dollars.
(2) The value of cash per share of the Company’s common stock to be contributed when
exercising the share acquisition rights (hereinafter the “Exercise Price per Share”) shall be
initially 42.94 US dollars (Note). The Exercise Price per Share shall be adjusted inaccordance with the following rules. After the share acquisition rights are issued, theExercise Price per Share shall be adjusted in accordance with the following formula if theCompany issues the Company’s common stock or disposes of the Company’s common
stock held by the Company with a paid-in amount below the market value of the Company’scommon stock. In the following formula, “Exercise price after adjustment” is the Exercise
Price per Share after adjustment, “Exercise price before adjustment” is the Exercise Priceper Share before adjustment, and “Number of shares already issued” is the total number
shares of the Company’s outstanding common stock (excluding those held by the Company).

Audit Reports(2) Share acquisition rights, etc.

Number of sharesalready issued
Exercise priceafter adjustment=

Exercise pricebefore adjustment+

Number ofshares newly
issued or
disposed ofAmountpaid in per
share

Market price

Number of sharesalready issued+

Number of shares newly
issued or disposed of

The Exercise Price per Share shall be also adjusted as necessary in case of a split or reverse
split of the Company’s common stock, a specific amount of dividend of surplus, andissuance of share acquisition rights (including those attached to bonds with share acquisitionrights) by which granting of the Company’s common stock can be requested at a price below
market value of the Company’s common stock, as well as when there are certain reasons bywhich the exchange value shall be adjusted for bonds with exchange rights (hereinafter the“Exchange Rights”) into the Company’s common stock (hereinafter the “Exchangeable
Bonds”) that are issued by Asahi Refining USA Inc.
• Period during which share acquisition rights can be exercised
Share acquisition rights may be exercised from March 29, 2021 to March 18, 2026. However,the period shall be 1) until the day that is nine business days (defined below) after theredemption date if the Exchangeable Bonds are redeemed early (excluding those that are
selected not to undergo early redemption), 2) until the day that is 12 business days after thedate on which the Exchangeable Bonds are cancelled, if the Exchangeable Bonds arepurchased and cancelled, or 3) until the day that is 12 business days after the date on which
the benefit of time is forfeited, if the benefit of time of the Exchangeable Bonds is forfeited.
In any case above, the share acquisition rights cannot be exercised after March 18, 2026.
Notwithstanding the above, if the Company reasonably determines that it is necessary to
conduct an organizational restructure, etc., the share acquisition rights cannot be exercised
during the period of within 30 days designated by the Company that will end within 14 days
from the day after the effective date of the organizational restructure, etc. “Business days”
refer to days on which commercial banks are open for business in Tokyo other than Saturdays,
Sundays and public holidays.
• Conditions for exercise of share acquisition rights(1) Partial exercise of the share acquisition rights is not allowed.
(2) Holders of the share acquisition rights may exercise the number of those corresponding to
the Exchange Rights exercised, only when the Exchange Rights have been exercised inaccordance with the guidelines of the Exchangeable Bonds.
(Note) The Exercise Price per Share has been adjusted to 21.47 US dollars as the Company
conducted a two-for-one stock split as of April 1, 2021.

35
Share acquisition rights, etc.

Tomoya Higashiura

Director/Audit and Supervisory
Committee Member

Yuji Kimura

Director/Audit and Supervisory
Committee Member

Kyoko Kanazawa

Director/Audit and Supervisory
Committee Member
Director/Audit and Supervisory
Committee Member
Director/Full-Time Audit andSupervisory Committee Member(Notes)Yoshinori Hara
Miyoko Kimura

Director, Asahi Pretec Corp.

Reference Documents for
General Meeting of Shareholders

Representative Director andPresident

Executive Director and General
Manager of Tokyo Office, Global
Environment Centre Foundation
LawyerOutside Director, Tokushu Tokai
Paper Co., Ltd.
Professor of Graduate School ofManagement, Kyoto University
Director, ASKUL Corporation

Mitsutoshi Kagimoto

1. According to a resolution at the 6th Annual General Meeting of Shareholders held on June
16, 2015, the Company made a transition to a Board with Audit and Supervisory
Committee as of the same date.
2. Directors/Audit and Supervisory Committee Members Yuji Kimura, Kyoko Kanazawa,
Yoshinori Hara and Miyoko Kimura are Outside Directors.
3. Director/Full-Time Audit and Supervisory Committee Member Mitsutoshi Kagimoto has
been engaged in the management and audit of the Group for many years as a
Representative Director of the Group companies as well as General Manager of Audit andSupervisory Committee Secretariat and possesses extensive expertise in the Company’s
overall business.
4. The Company has a full-time Audit and Supervisory Committee Member to enhance theeffectiveness of audits including information gathering and strengthen its auditing andsupervisory functions.
5. The Company designated Directors/Audit and Supervisory Committee Members Yuji
Kimura, Kyoko Kanazawa, Yoshinori Hara and Miyoko Kimura as Independent Directors
under the provisions of the Tokyo Stock Exchange, and filed such status with the
Exchange.

2) Directors who resigned during the fiscal year
At the conclusion of the 12th Annual General Meeting of Shareholders held on June 15,
2021, Directors Amane Kojima and Hiroyuki Nakanishi as well as Director/Audit andSupervisory Committee Member Yoshikatsu Takeuchi retired due to expiration of their termof office.

36
Board members and corporate officers

Business Report

Mitsuharu Terayama

Consolidated Financial
Statements

Director and Chairman

Responsibility and importantconcurrent assignment

Financial Statements

Name

Audit Reports

Position

Convocation Notice(3) Board members and corporate officers
1) Directors (as of March 31, 2022)

3) Description of the limited liability contract
The Company and each Director (excluding any Executive Directors, etc.) signed a contractthat limits the liability for compensation for damage set forth in Article 423, Paragraph 1 of
the Companies Act under provisions set forth Article 427, Paragraph 1 of the same Act.
The limit amount of the liability for compensation for damage under such a contract isdetermined to be the minimum liability amount stipulated in Article 425, Paragraph 1 of theCompanies Act.
4) Overview of the directors and officers liability insurance agreement
The Company has concluded a directors and officers liability insurance agreement provided
for in Article 430-3, paragraph 1 of the Companies Act with an insurance company. The
insurance agreement covers damages that may arise when the insured assume liability forthe execution of their duties or receives a claim related to the pursuit of such liability.
However, there are certain exemptions; for example, damage caused as a result of any
conduct committed while knowing that the conduct is in violation of laws and regulations
shall not be covered. The insured of the insurance agreement are board members, corporate
officers, executive officers and employees in managerial and supervisory positions of theCompany and all subsidiaries under the Companies Act, and the Company bears the entire
premium for all the insured.

37
Board members and corporate officers

38
Board members and corporate officers

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements
Financial Statements
Audit Reports

5) Compensation, etc., for Directors(a) Policy on decision of contents of the board members’ compensation, etc.
• Decision method of the decision policy
The Board of Directors of the Company consults with the voluntary Compensation Committeethat consists of three (3) members including two (2) Independent Outside Directors about
preparation of a draft plan of the Company’s Directors compensation, etc., and based on
opinions received from the Committee, resolves a policy about decision on contents ofcompensation, etc. for each Director at a Board of Directors meeting of the Company.
• Overview of contents of the decision policy
The Company makes a decision within the maximum amount of the board members’
compensation which was resolved at a General Meeting of Shareholders at the Board of
Directors meeting based on opinions from the Compensation Committee that is an advisory
body of the Board of Directors.
The compensation structure shall be developed so that incentives for improving businessperformance will be enhanced, and compensation for Directors (excluding those serving as
the Audit and Supervisory Committee Members) consists of “basic remuneration,” “bonuses”
and “performance-based stock compensation.” Compensation for Directors serving as the
Audit and Supervisory Committee Members consists of “basic remuneration” only.
1) The amount of “basic remuneration” is determined for each Director in accordance with
their duties and responsibilities.
2) The amount of “bonuses” is determined for each Director in accordance with their position
points and contribution to business performance, after the total amount (including that for
Corporate Officers and Directors of the Company’s subsidiaries) is calculated bymultiplying the consolidated operating profit of the relevant fiscal year by a specific ratio.
3) The purpose of “performance-based stock compensation” is to enhance incentives for
improving mid- to long-term corporate value and the number of shares to be granted islinked to the business performance target achievement ratio of “consolidated operating
profits” of each fiscal year or other factors.
The base of performance-based compensation (bonuses and performance-based stockcompensation) shall be consolidated operating profits which are profits gained from themain business and we believe it is the most appropriate as a management benchmark. The
basic policy is that performance-based compensation shall account for 30% to 70% of thetotal if business performance targets are achieved. The structure and level of compensation
is determined with an importance placed on objectivity in consideration of the level ofcompensation for directors at other companies, etc., the balance with those of the Group’s
employees, and other factors.
• The reason that the Board of Directors considered that contents of compensation, etc. for each
Director for the fiscal year comply with the decision policy
For decisions on the content of compensation, etc. for each Director, the Compensation
Committee made a comprehensive review of the draft plan, including its consistency with thedecision policy, and the Board of Directors respects its opinions and determines if the decision
policy was complied with.

(b) Total compensation, etc., for the fiscal year

Category

Directors(excluding
Directors serving as
the Audit andSupervisory
Committee
Members)(Outside Directors)
Directors serving as
the Audit andSupervisory
Committee
Members(Outside Directors)
Total(Outside Directors)

Total amount ofcompensation,etc.
(million yen)

Total amount of compensation, etc. by type(million yen)
Stock
Cash compensationcompensation
PerformanceNon-cash
Fixed
based
compensation,compensation compensation,
etc.
etc.

Number of
Directors subject
to payment(persons)

134
(0)

65
(0)

55
(0)

14
(0)

2
(0)

37
(23)

37
(23)

0
(0)

0
(0)

6
(4)

171
(23)

102
(23)

55
(0)

14
(0)

8
(4)

(Notes) 1. The amount of compensation for Directors (excluding Directors serving as the Audit
and Supervisory Committee Members) does not include the employee salaries of
Directors who serve concurrently as employees.
2. The base for performance-based compensation (bonuses and performance-based
stock compensation) is consolidated operating profits which are profits gained fromthe main business and we believe to be the most appropriate as a management
benchmark; actual results was 26,446 million yen. The amount of performancebased compensation (bonuses) of the Company is determined for each Director inaccordance with their position points and contribution to business performance, after
the total amount (including that for Corporate Officers and Directors of theCompany’s subsidiaries) is calculated by multiplying the consolidated operating
profit of the relevant fiscal year by a specific ratio.
3. The performance-based stock compensation is a stock compensation plan
(nonmonetary compensation, etc.) in which the Company’s shares are granted toeligible Directors in accordance with their positions and the achievement ratio of
business performance targets. As the purpose of the plan is to enhance incentives for
improving mid- to long-term corporate value, the points to be granted are linked tothe business performance target achievement ratio of “consolidated operating profits”
for each fiscal year. The eligible Directors are those who belong to the Company asof May 1, 2024 after the 9th Mid-term Business Plan ended. At the 12th Annual
General Meeting of Shareholders held on June 15, 2021, a continuation of theperformance-based stock compensation plan and the number of share points to be
granted to Directors (excluding Outside Directors, part-time Directors and Directors
serving as the Audit and Supervisory Committee Members) in office in a three-year
period from fiscal year 2021 to fiscal year 2023 were resolved. The performance39
Board members and corporate officers

Business Report
Consolidated Financial
Statements
Financial Statements
Audit Reports

4. At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was
resolved that the amount of cash compensation for Directors (excluding Directors
serving as the Audit and Supervisory Committee Members) be up to an annual 200
million yen (not including the portion of salary as employees). The number of
Directors (excluding Directors serving as the Audit and Supervisory Committee
Members) was five (5) at the conclusion of said General Meeting of Shareholders.
5. At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was
resolved that the amount of cash compensation for Directors serving as Audit andSupervisory Committee Members be up to an annual 100 million yen. The number
of Directors serving as the Audit and Supervisory Committee Members was four (4)at the conclusion of said General Meeting of Shareholders.
6. At the 12th Annual General Meeting of Shareholders held on June 15, 2021, a
continuation of the “performance-based stock compensation” plan and in addition to
the maximum amount of compensation as stated above, the amount of compensation,etc. and details thereof for the Company’s Directors (excluding Directors serving as
the Audit and Supervisory Committee Members and Outside Directors) in office ina three-year period from fiscal year 2021 to fiscal year 2023 were decided. The
number of Directors (excluding Directors serving as the Audit and Supervisory
Committee Members and Outside Directors) was two (2) at the conclusion of said
General Meeting of Shareholders. Furthermore, the upper limit of the total numberof points that Directors may be awarded per fiscal year shall be 40,000 points, andthe maximum number of the Company’s shares to be issued to Directors during theapplicable period shall be 120,000 shares.

Reference Documents for
General Meeting of Shareholders

Convocation Noticebased coefficient is as follows:Business performance target
Performance-based coefficientachievement ratio
100% or more
1.0
50% or more
0.5
Below 50%0Formula for calculation (number of points per fiscal year):
Base points × Performance-based coefficient × Evaluation coefficient

40
Board members and corporate officers

6) Matters related to outside board members(i) Important concurrent assignment at other corporations, etc., and relationship between the
Company and the other corporations, etc.
- Director/Audit and Supervisory Committee Member Yuji Kimura serves as the
Executive Director and General Manager of Tokyo Office, Global Environment Centre
Foundation. There are no special relationships between the Company and thecorporation where he has the concurrent assignment.
- Director/Audit and Supervisory Committee Member Kyoko Kanazawa serves as alawyer (belonging to Hata & Co. Law Offices) and the Outside Director of Tokushu
Tokai Paper Co., Ltd. There are no special relationships between the Company and thecorporation where she has the concurrent assignment.
- Director/Audit and Supervisory Committee Member Yoshinori Hara serves as a
Professor of Graduate School of Management at Kyoto University. There are no special
relationships between the Company and the institution where he has the concurrent
assignment.
- Director/Audit and Supervisory Committee Member Miyoko Kimura serves as the
Director of ASKUL Corporation. There are no special relationships between the
Company and the corporation where she has the concurrent assignment.
(ii) Kinship with a person executing business or an officer not executing business of theCompany or specified related business operators of the Company
Not applicable(iii)Main activities in the fiscal year
Category

Name

Director(Audit andSupervisory
Committee
Member)Yuji Kimura

Director(Audit andSupervisory
Committee
Member)

Kyoko
Kanazawa

41
Board members and corporate officers

Activities and summary of duties performed in relation to
expected role of Outside Directors
He attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year. He has been performing his proper role toensure the validity and appropriateness of making
decisions on deliberations of agenda and other matters by,for example, conducting supervision and providing advice
from a highly professional standpoint relating toenvironmental preservation, including waste treatment andrecycling.
She attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year. She has been performing her proper role toensure the validity and appropriateness of making
decisions on deliberations of agenda and other matters by,for example, conducting supervision and providing advice
from a highly professional standpoint relating to laws as alawyer.

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

Director(Audit andSupervisory
Committee
Member)

Reference Documents for
General Meeting of Shareholders

Director(Audit andSupervisory
Committee
Member)

He attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year. He has been performing his proper role toensure the validity and appropriateness of making
Yoshinori Hara
decisions on deliberations of agenda and other matters by,for example, conducting supervision and providing advice
from a highly professional standpoint relating to service
innovation.
She attended all the meetings of the Board of Directors andthe Audit and Supervisory Committee held during the
fiscal year after her appointment on June 15, 2021. She has
been performing her proper role to ensure the validity and
Miyokoappropriateness of making decisions on deliberations ofKimuraagenda and other matters by, for example, conducting
supervision and providing advice from a highly
professional standpoint in the marketing field based on her
experience as a corporate manager.

42
Board members and corporate officers

(4) Accounting Auditor
1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc., for the Accounting Auditor(i) Amount to be paid by the Company(ii) Total amount of money to be paid by the Company
and the Company’s subsidiaries and other benefits
on property

Amount of compensation, etc.
33 million yen
51 million yen(Notes) 1. In the agreement between the Company and the Accounting Auditor, the amount ofcompensation, etc., for audit under the Companies Act and the amount ofcompensation, etc., for audit under the Financial Instruments and Exchange Act are
not separated and may not be separated actually. Therefore, the total of thoseamounts is stated for the amount in (i) above.
2. The Audit and Supervisory Committee provided its consent to the amount ofcompensation, etc., for the Accounting Auditor based on its verification as necessaryof its auditing plan, the status of its execution of duties of accounting audits and theappropriateness of the basis for calculating its estimates.
3) Policy for determining the dismissal or the refusal of reappointment of the Accounting
Auditor
When it is found that the Accounting Auditor falls under the items set forth in any of items of
Article 340, Paragraph 1 of the Companies Act, the Audit and Supervisory Committee will
dismiss the Accounting Auditor in accordance with the consent of all Audit and Supervisory
Committee Members. In this case, the Audit and Supervisory Committee Member appointed
by the Audit and Supervisory Committee will report the fact of the dismissal of the
Accounting Auditor and reasons for the dismissal at the General Meeting of Shareholders
convened for the first time after the dismissal.
When it is deemed necessary to change the Accounting Auditor in consideration of the statusof the execution of its duties, the Company’s auditing system and other factors, the Audit andSupervisory Committee will determine the content of a proposal concerning the dismissal or
the refusal of reappointment of the Accounting Auditor to be submitted to a General Meetingof Shareholders.

43
Accounting Auditor

Convocation Notice
Audit Reports

Financial Statements

Consolidated Financial
Statements

Business Report

We consider improving corporate value by maintaining stable profitability and sustainablegrowth as well as meeting the expectations of shareholders through a return of profits to be
critical tasks of management.
We intend to maintain stable distribution of surplus without decreasing the current level ofannual dividends, with a payout ratio of 40% as a guide, while strengthening internal reserves
necessary for capital investment and M&A for growth strategies.
*The Company conducted a stock split with a ratio of two-for-one with an effective date ofApril 1, 2021. Accordingly, annual dividend per share is shown after adjustment for this stock
split.

Reference Documents for
General Meeting of Shareholders(5) Policy to determine the distribution, etc., of surplus

44
Policy to determine the distribution, etc., of surplus

Consolidated Financial Statements
Consolidated Statement of Financial Position (as of March 31, 2022)(Millions of yen)Account

AmountASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income tax receivables
Other financial assets
Other current assets

241,778
6,127
151,437
63,3983,958
129
16,727

Non-current assets
Property, plant and equipment
Goodwill
Intangible assets
Investments accounted forusing equity method
Deferred tax assets

Account
LIABILITIESAmount

56,60943,748
1,040
712

Current liabilities
Trade and other payables
Loans payable
Income tax payable
Other financial liabilities
Provisions
Other current liabilities
Non-current liabilities
Bonds and loans payable
Deferred tax liabilities
Net defined benefit liability
Other financial liabilities

148,626
27,711
108,263
950
5,613
1,608
4,479
44,623
42,663
576
93
1,289

3,657

Total liabilities

193,250

6,262

EQUITY
Equity attributable to
Net defined benefit asset
229
owners of parent
Financial assets
859
Capital stock
Other non-current assets
98
Capital surplus
Treasury stock
Retained earnings
Other components of equity
Total equity
Total assets
298,387
Total liabilities and equity(Note) Amounts less than one million yen are omitted.

45
Consolidated Statement of Financial Position

105,137
7,790
11,955(1,819)92,353(5,142)
105,137
298,387

26,446
619
(890)
196

(74)
26,372(7,636)
18,73518,735－

Reference Documents for
General Meeting of Shareholders(8,212)

Audit Reports

Financial Statements

Profit attributable to:
Owners of parent
Non-controlling interests(Note) Amounts less than one million yen are omitted.

207

Business Report

Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income
Other operating expenses
Share of profit of investments accounted for using
equity method
Operating profit
Finance income
Finance costs
Other non-operating income
Profit before tax
Income tax expenses
ProfitConsolidated Financial
Statements

Account(Millions of yen)Amount192,442(157,783)
34,658(7,701)
75(794)

Convocation Notice

Consolidated Statement of Income (April 1, 2021 to March 31, 2022)

46
Consolidated Statement of Income

Consolidated Statement of Changes in Equity (April 1, 2021 to March 31, 2022)(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Translation
CapitalTreasury
Retained
adjustments
Cash flow
surplusstockearnings
of foreign
hedgesoperations

Capitalstock
Balance at April 1,
2021
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Disposal of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions withownersBalance at March 31,
2022

7,790

11,952(957)

80,604(2,944)

1,454

1,553

(5,202)

1,553(5,202)

18,735－－－18,735(1,785)258

214(7,080)
93

(255)

708

－

2

(862)

(6,986)

－

－

7,790

11,955(1,819)92,353(1,390)(3,748)(Note) Amounts less than one million yen are omitted.

47
Consolidated Statement of Changes in Equity

(1,486)

97,90397,903－

18,73518,735(6)

93(3,562)(3,562)(3,562)(6)

93(3,562)

15,173

15,173－(1,785)(1,785)

－

472

472

－

(7,080)(7,080)

(93)

－

－

－

452

452

(93)

(93)

(7,940)(7,940)－(5,142)

105,137

105,137(93)(3)

Reference Documents for
General Meeting of Shareholders－

Business Report

3

Total

Consolidated Financial
Statements

Balance at April 1,
2021
ProfitOther comprehensive
incomeTotal comprehensive
incomePurchase of treasury
stock
Disposal of treasury
stock
Dividends
Reclassified fromother components ofequity to retained
earnings
Share-based paymenttransactions
Total transactions withownersBalance at March 31,
2022

Convocation Notice(Millions of yen)
Equity attributable to owners of parent
Other components of equity
Financialassetsmeasured at RemeasureTotal
fair valuements ofTotal
through otherdefinedcomprebenefit plans
hensiveincomeAudit Reports

Financial Statements(Note) Amounts less than one million yen are omitted.

48
Consolidated Statement of Changes in Equity

Non-consolidated Financial Statements
Balance Sheet (as of March 31, 2022)(Millions of yen)Account

AmountASSETS
Current assets
Cash and deposits

61,844739

Accounts receivable - other

5,275

Short-term loans to affiliatedcompanies

52,741

Income taxes receivable

3,030

Other

56

Non-current assets

60,886

Property, plant andequipment

4,966

Buildings

1,622

Tools, equipment andfixtures
Land

0
3,342

Intangible assets

16

Software16

Investments and otherassetsShares of affiliatedcompanies

55,902
36,087

Deferred tax assets

5,495

Long-term loans receivablefrom subsidiaries andassociates

14,319

Other
Total assets

0122,730

Account
LIABILITIESCurrent liabilities
Short-term borrowings
Accounts payable-otherAccrued expenses
Provision for bonuses
Provision for directors’
bonuses
Other
Non-current liabilities
Bonds payable
Long-term borrowings
Provision for stocks payment
Provision for management
board incentive plan trust
Derivatives liabilities
Other
Total liabilities
NET ASSETS
Shareholders’ equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings
carried forward
Treasury stock
Share acquisition rights
Total Net Assets
Total Liabilities and Net
Assets(Note) Amounts less than one million yen are omitted.

49
Balance Sheet

Amount19,681
19,500
32
56
31
55
5
20,7105,000
14,652
33
14
773
236
40,391
81,191
7,790
27,473
9,364
18,10947,74747,74747,747(1,819)1,146
82,338
122,730224
0(2,641)
2,425

933
14,972

224
14,748(216)
14,964

Reference Documents for
General Meeting of Shareholders

141
773
18

1,211

Business Report

309
234
665
2

Audit Reports

Financial Statements

Operating revenue
Operating expenses
Operating profit
Non-operating profit
Interest income
Guarantee commission received
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on derivatives
Other
Ordinary income
Extraordinary loss
Impairment loss
Loss on retirement of non-current assets
Net profit before income taxes
Income taxes-current
Income taxes-deferred
Net profit(Note) Amounts less than one million yen are omitted.

Consolidated Financial
Statements

Account(Millions of yen)Amount16,2291,535
14,694

Convocation NoticeStatement of Income (April 1, 2021 to March 31, 2022)

Statement of Income50Statement of Changes in Net Assets (April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital surplus
Retained earnings
Other retained
earnings
CapitalOther capitalreserve
surplusRetained earnings
carried forward

Capitalstock
Balance atApril 1, 2021
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 2022

Balance atApril 1, 2021
Changes during
the period
Dividends
from surplus
Net profit
Purchase oftreasury stock
Disposal oftreasury stock
Total changes
during theperiodBalance at
March 31, 2022

7,790

9,364

18,28739,950Treasury
stock
(957)

Total
shareholders’equity74,435(7,167)(7,167)

14,964

14,964(178)(1,785)(1,785)

922

744

－

－

(178)

7,796

(862)

6,755

7,790

9,364

18,10947,747(1,819)81,191

Share
acquisitionrightsTotal net
assets

1,146

75,582(7,167)
14,964(1,785)
744
－

6,755

1,146

82,338(Note) Amounts less than one million yen are omitted.

51
Statement of Changes in Net Assets

Audit Opinion
Pursuant to Article 444, paragraph 4 of the Companies Act, we have audited the consolidated financial
statements, namely the consolidated statement of financial position, the consolidated statement ofincome, and the consolidated statement of changes in equity, and the basis of preparing consolidated
financial statements and other notes of Asahi Holdings, Inc. for the consolidated fiscal year from April
1, 2021 to March 31, 2022.
In our opinion, the above consolidated financial statements are prepared in conformity with theaccounting standards stipulated by the provision of the second sentence of Article 120, Paragraph 1 of
the Rules of Corporate Accounting, which allow partial omission of the disclosures required by thedesignated international accounting standards, and present fairly, in all material respects, the assets aswell as income and losses in the period pertaining to consolidated financial statements of the corporategroup which consists of Asahi Holdings, Inc. and its consolidated subsidiaries.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of theConsolidated Financial Statements.” We are independent of the Company and its consolidated
subsidiaries in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate
audit evidence to provide a basis for our audit opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. Audit and Supervisory
Committee is responsible for overseeing the Directors’ performance of duties within the maintenanceand operation of the reporting process for the other information.
The scope of our opinion on the consolidated financial statements does not include the otherinformation, and we do not provide our opinion on the other information.
Our responsibility for the audit of the consolidated financial statements is to read the other information,
and, in doing so, consider whether there is a material inconsistency between the other information andthe consolidated financial statements or our knowledge obtained during audit, and give attention towhether there are any other indications of material errors in the other information aside from such
52
Transcript of Accounting Auditor’s audit report on consolidated financial statements

Convocation Notice
Reference Documents for
General Meeting of Shareholders

Hiroaki Hono

Business Report

Toshinari Takeno

Consolidated Financial
Statements

May 19, 2022
To the Board of Directors of
Asahi Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo office
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Financial Statements

Independent Auditor’s Report

Audit Reports

Audit Reports
Transcript of Accounting Auditor’s audit report on consolidated financial statements

material inconsistency.
If, based on the audit work performed, we determine that there is a material misstatement in the otherinformation, we are required to report such facts.
We have no matters to report with respect to the other information.
Responsibility of Management and Audit and Supervisory Committee for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial
statements in conformity with the accounting standards stipulated by the provision of the second
sentence of Article 120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial
omission of the disclosures required by the designated international accounting standards. This
includes the improvement and application of the internal control that management deemed necessary
to prepare and fairly present consolidated financial statements that are free from material
misstatements caused by fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether
it is appropriate to prepare the consolidated financial statements in accordance with the premise of agoing concern, and for disclosing matters relating to going concern when it is required to do so in
conformity with the accounting standards stipulated by the provision of the second sentence of Article
120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial omission of the disclosuresrequired by the designated international accounting standards.
Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties
related to designing and operating the financial reporting process.
Auditors’ Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to express
an opinion on the consolidated financial statements from an independent standpoint in an audit report,
based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material ifthey can be reasonably expected to, either individually or collectively, influence the decisions of users
taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the
purpose of the audit of the consolidated financial statements is not to express an opinion on theeffectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and theadequacy of related notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial
statements on the premise of a going concern and, based on the audit evidence obtained, determine
whether there is a significant uncertainty in regard to events or conditions that may cast significant
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Transcript of Accounting Auditor’s audit report on consolidated financial statements

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements
Audit Reports

Financial Statements

doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes tothe consolidated financial statements in the audit report, or if the notes to the consolidated financial
statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on
the consolidated financial statements. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, anentity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements
are in conformity with the accounting standards stipulated by the provision of the second sentenceof Article 120, Paragraph 1 of the Rules of Corporate Accounting, which allow partial omission of
the disclosures required by the designated international accounting standards, assess thepresentation, structure, and content of the consolidated financial statements including related notes,
and whether the consolidated financial statements fairly present the transactions and accounting
events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising, and implementing theaudit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to Audit and Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit and Supervisory Committee regarding the observance of provisions
related to professional ethics in Japan as well as matters that are reasonably considered to have an
impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate
obstacles.
Interests
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries
requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

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Transcript of Accounting Auditor’s audit report
Independent Auditor’s Report
May 19, 2022
To the Board of Directors of
Asahi Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo office
Designated andCertified Public Accountant
Engagement Partner,
Designated andCertified Public Accountant
Engagement Partner,

Toshinari Takeno
Hiroaki Hono

Audit Opinion
Pursuant to Article 436, paragraph 2, item 1 of the Companies Act, we have audited the financial
statements, namely the balance sheet, the statement of income, and the statement of changes in net
assets of Asahi Holdings, Inc. for the 13th fiscal year from April 1, 2021 to March 31, 2022, including
notes to non-consolidated financial statements and accompanying supplementary schedules thereto.
In our opinion, the financial statements and the accompanying supplementary schedules thereto
referred to the above present fairly, in all material respects, the assets as well as income and losses in
the period pertaining to such financial statements and the accompanying supplementary schedules
thereto in conformity with corporate accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the
Financial Statements and the Accompanying Supplementary Schedules.” We are independent of theCompany in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate
audit evidence to provide a basis for our audit opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. Audit and Supervisory
Committee is responsible for overseeing the Directors’ performance of duties within the maintenanceand operation of the reporting process for the other information.
The scope of our opinion on the financial statements does not include the other information, and we
do not provide our opinion on the other information.
Our responsibility for the audit of the financial statements is to read the other information, and, in
doing so, consider whether there is a material inconsistency between the other information and thefinancial statements or our knowledge obtained during audit, and give attention to whether there are
any other indications of material errors in the other information aside from such material inconsistency.
If, based on the audit work performed, we determine that there is a material misstatement in the otherinformation, we are required to report such facts.
We have no matters to report with respect to the other information.
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Transcript of Accounting Auditor’s audit report

Convocation Notice
Reference Documents for
General Meeting of Shareholders
Business Report
Consolidated Financial
Statements
Financial Statements
Audit Reports

Responsibility of Management and Audit and Supervisory Committee for the Financial
Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements andthe accompanying supplementary schedules thereto in conformity with corporate accounting
principles generally accepted in Japan. This includes the improvement and application of the internal
control that management deemed necessary to prepare and fairly present financial statements and theaccompanying supplementary schedules thereto that are free from material misstatements caused byfraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and theaccompanying supplementary schedules in accordance with the premise of a going concern, and fordisclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties
related to designing and operating the financial reporting process.
Auditors’ Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due
to fraud or error, and to express an opinion on the financial statements and the accompanying
supplementary schedules from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably
expected to, either individually or collectively, influence the decisions of users taken on the basis of
the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the
purpose of the audit of the financial statements and the accompanying supplementary schedules is
not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and theadequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit
evidence obtained, determine whether there is a significant uncertainty in regard to events orconditions that may cast significant doubt on the entity’s ability to continue as a going concern. If
there is a significant uncertainty concerning the premise of a going concern, the auditor is required
to call attention to the notes to non-consolidated financial statements and the accompanying
supplementary schedules in the audit report, or if the notes to non-consolidated financial statements

and the accompanying supplementary schedules pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the financial statements and the accompanying
supplementary schedules. While the conclusions of the auditor are based on the audit evidence
obtained up to the date of the audit report, depending on future events or conditions, an entity may
be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to non-consolidated financial statements
and the accompanying supplementary schedules are in accordance with accounting principles
generally accepted in Japan, assess the presentation, structure, and content of the financial
statements and the accompanying supplementary schedules including related notes, and whether
the financial statements and the accompanying supplementary schedules fairly present thetransactions and accounting events on which they are based.
The auditor reports to Audit and Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit and Supervisory Committee regarding the observance of provisions
related to professional ethics in Japan as well as matters that are reasonably considered to have an
impact on the auditor’s independence and any safeguards that are in place to reduce or eliminate
obstacles.
Interests
Our firm and engagement partners have no interests in the Company requiring disclosure under theprovisions of the Certified Public Accountants Act of Japan.

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Transcript of Accounting Auditor’s audit report2) Each Audit and Supervisory Committee Member monitored and verified whether the
Accounting Auditor maintained its independence and properly conducted its audit, received areport from the Accounting Auditor on the status of its performance of duties including its
auditing plan, results of quarterly review, results of audit at the end of the period and others,
and requested explanations as necessary. Each Audit and Supervisory Committee Member was
notified by the Accounting Auditor that it had established a “system to ensure that theperformance of duties of the Accounting Auditor was properly conducted” (the matters listed
in the items of Article 131 of the Rules of Corporate Accounting) in accordance with the“Quality Control Standards for Audits” (Business Accounting Council on October 28, 2005),
and requested explanations as necessary.
Based on the above-described methods, each Audit and Supervisory Committee Member examined
the business report and the supplementary schedules thereto, the financial statements (balance sheet,statements of income and statements of changes in net assets and notes to non-consolidated financial
statements) and the supplementary schedules thereto, as well as the consolidated financial
statements (consolidated statement of financial position, consolidated statements of income and58
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Reference Documents for
General Meeting of Shareholders
Business Report

1) In conformity with the Audit and Supervisory Committee Auditing Standards established by
the Audit and Supervisory Committee and in accordance with the audit policies and important
audit items, directing the Audit Department and cooperating with the internal control division,
each Audit and Supervisory Committee Member attended important meetings, received reportson the status of performance of duties from the Directors and other employees and requested
explanations as necessary, viewed important approval documents, etc., and inspected the statusof the corporate affairs and assets of the Company. In addition, opinions were exchanged withRepresentative Director and President as well as Corporate Officers. Also regarding theCompany’s major subsidiaries, each Audit and Supervisory Committee Member attended
important meetings, received reports on businesses, requested explanations as necessary andshared opinions with Directors.

Consolidated Financial
Statements

1. Method and Content of Audit
The Audit and Supervisory Committee received reports periodically from Directors and employees
about the details of Board of Directors’ resolutions concerning the matters set forth in Article 39913, Paragraph 1, Item 1 (b) and (c), of the Companies Act, as well as the establishment andapplication of the internal control systems based on such resolutions, and then requested
explanations as necessary, expressed opinions and conducted audits by the following methods.

Financial Statements

The Audit and Supervisory Committee audited the Directors’ performance of their duties during the13th fiscal year (from April 1, 2021 to March 31, 2022), and hereby reports the method and results of
the audit as follows.

Audit Reports

Audit Report

Convocation NoticeTranscript of Audit and Supervisory Committee’s audit reportconsolidated statements of changes in equity and notes to consolidated financial statements), for the
fiscal year under review.
2. Results of Audit(1) Results of audit of business report, etc.
(i) We acknowledge that the business report and the supplementary schedules thereto fairly
present the status of the Company in conformity with the applicable laws and regulations andthe Articles of Incorporation of the Company.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or
regulation or the Articles of Incorporation of the company was found with respect to thedirectors’ performance of their duties.
(iii)We acknowledge that the Board of Directors’ resolutions with respect to the internal control
systems are appropriate. We did not find any matter to be mentioned with respect to thedescriptions in the business report and directors’ performance of their duties concerning theinternal control systems.
(2) Results of audit of financial statements and supplementary schedules thereto
We acknowledge that the methods and results of audit performed by the Accounting Auditor,
Ernst & Young ShinNihon LLC, are appropriate.
(3) Results of audit of consolidated financial statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor,
Ernst & Young ShinNihon LLC, are appropriate.
May 19, 2022
Audit and Supervisory Committee, Asahi Holdings, Inc.
Chairman:
Yuji Kimura
Audit and Supervisory Committee Member:
Kyoko Kanazawa
Audit and Supervisory Committee Member:
Yoshinori Hara
Audit and Supervisory Committee Member:
Miyoko Kimura(current surname:Sakagawa)
Full-time Audit and Supervisory Committee Member: Mitsutoshi Kagimoto(Note) Audit and Supervisory Committee Members Yuji Kimura, Kyoko Kanazawa, Yoshinori Hara,and Miyoko Kimura are Outside Directors set forth in Article 2, Item 15 and Article 331,
Paragraph 6 of the Companies Act.

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Transcript of Audit and Supervisory Committee’s audit reportTOPICS● Completion of a new precious metals recycling plant
Asahi Pretec Corp., one of the companies in the Group, completed a new precious metals recycling
plant in Bando-shi, Ibaraki Prefecture in April 2022. The function of the Saitama plant that used todeal with scraps from the dentistry and jewelry sectors, as well as the function of the TechnicalResearch Center that used to make final products, were consolidated at the new plant fitted with thelatest IoT technology and automation equipment. This has enabled us to handle the whole processfrom receiving raw materials to producing final products in one place. Through the expansion of
precious metals recycling, we will contribute to solving various social problems and achieving asustainable society.
● Initiative for a hydrogen society
From September 2021, Asahi Pretec Corp., one of the companies in the Group, has been carrying out
a demonstration on the “Development of a system for building a green hydrogen supply chain througheffective use of by-products,” jointly with FC Development Co., Ltd., X-Scientia Co., Ltd., andSumitomo Mitsui Trust Bank, Limited, for the “2021 Low Carbon Technology Research, Development
and Demonstration Program” organized by the Ministry of the Environment.
The project is developing a hydrogen co-production system that can significantly reduce the cost ofhydrogen production by utilizing unused power at Asahi Pretec’s waste-to-energy power plant and coproducing hydrogen and by-products. Furthermore, after the completion of the project, we willcontribute to making hydrogen widely available by producing and selling inexpensive hydrogen,which will in turn help reduce greenhouse gas emissions.

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TOPICS