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 noresponsibility for this translation or for any direct, indirect or consequential damage arising from this translation.
Stock code: 5857
May 28, 2012
4-4-17, Kano-cho, Chuo-ku, Kobe, Japan

Asahi Holdings, Inc.
Mitsuharu Terayama CEO & COO

Notice of the 3rd Annual General Meeting of Shareholders
Dear Shareholders:This is to inform you that the 3rd Annual General Meeting of Shareholders will be held at the following timeand place and to cordially request your presence.
If you are unable to be present, you are entitled to exercise your voting rights in writing. In such a case, you arekindly requested to read the attached reference documents, and return the enclosed "Voting Right Exercise
Form" by 24:00 p.m., on Tuesday, June 12, 2012 after indicating your approval or disapproval of each agenda
item and affixing your signature and/or seal thereon.

Details of the meeting
1. Date and time: 10:30 a.m. on Thursday, June 14, 2012
2. Venue: KOBE PORTOPIA HOTEL
10-1, 6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo"Kairaku-no-ma" on the basement floor, Main Building(Please note that the place of the meeting is different from the previous year)
3. Meeting Agenda
Items to be reported:
1) Reports on business review, the consolidated financial statements and the results of audits ofthe consolidated financial statements by Accounting Auditors and the Board of
Corporate Auditors for the 3rd fiscal term (April 1, 2011 through March 31, 2012)2)Report on non-consolidated financial statements for the 3rd fiscal term
(April 1, 2011 through March 31, 2012)
Items to be resolved:
Proposal No.1: Partial Amendment of the Articles of Incorporation
Proposal No.2: Election of Six (6) Directors
If you attend the meeting, please submit the "Voting Right Exercise Form" at the reception desk upon arrival.
Please note that any modifications will be put on our website (http://www.asahiholdings.com), if we need to makechanges to the business report, the financial statements and the reference documents.

−1−

(Attached documents)
Business Report
April 1, 2011 throughMarch 31, 2012

1. Current Status of Corporate Group(1) Status of business for the fiscal year
1) Circumstances and results of business
During the fiscal year ended March 31, 2012, the Japanese economy remained in a severe
situation, due to the influence of the Great East Japan Earthquake, European Sovereign Debt
Crisis and the appreciation of Japanese yen.
Under such economic conditions, however, our group achieved the largest-ever sales,
operating income and ordinary income by expanding business both at home and abroad andstriving to secure earnings through sales efforts and cost-cutting.
In the precious metal recycling business, the volume of collected gold, silver and palladium
was higher than the previous corresponding period against the backdrop of our efforts to gain
new customers and develop business overseas, as well as the market prices of metals that we
handle remaining at a high level during the period.
In the environmental protection business, the transaction volume of waste oil, waste liquid andmedical-related wastes etc. was higher than the previous corresponding period, despite theimpact of sluggish domestic production activities.
As a result of the above, the results of operations for the fiscal year recorded consolidated net
sales of 151,094 million yen, operating income of 11,217 million yen, ordinary income of
11,130 million yen, and net income of 5,926 million yen.
When comparing with the previous fiscal year, net sales increased 40,590 million yen;operating income increased 556 million yen; ordinary income increased 621 million yen; andnet income decreased 217 million yen.
Looked at by segment, sales in the precious metal recycling business were 136,571 million
yen and sales in the environmental protection business were 14,522 million yen.
Sales by product in business are as follows:〈Sales by product in business〉
Category

Sales (millions of yen)

Ratio (%)

YOY change (%)

Sales by productGold metals

63,167

41.8

163.8

Silver metals

18,582

12.3

194.4

Palladium

13,3828.9

134.0

Platinum

16,945

11.2

105.2

Indium

9,045

6.0

86.8

Other

14,0699.3

134.5

Subtotal

135,192

89.5

142.2

Disposal revenues

15,902

10.5

103.2

Total

151,094

100.0

136.7

Sales of product were 135,192 million yen (up 42.2% year-on-year).
Disposal revenues were 15,902 million yen (up 3.2% year-on-year).
−2−2) Capital expenditure
Capital investment made in the fiscal year totaled 1,617 million yen. Main expenditure was an investment in
the renewal of the Kitakyushu Plant of Asahi Pretec Corporation.
3) Financing
Not applicable for the fiscal year
4)

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 year
6)

Succession of rights and obligations pertaining to the business of other corporations, etc. through anabsorption-type merger or an absorption-type split
Not applicable for the fiscal year7) Acquisition or disposal of shares or other equity or share options of other companies
As of June 10, 2011, Usuda Seisakujo Co., Ltd. was turned into a wholly-owned subsidiary of Asahi Pretec
Corporation, a subsidiary of our Company, and as of August 1, 2011, Kyodo Kagaku Co., Ltd. was turned into
a wholly-owned subsidiary of Japan Waste Corporation, a subsidiary of our company(2) Property and profit/loss
Category
Net sales
Ordinary income
Net income
Net income per share
Total assets
Net assets
Net income per share
Note:(Millionsof yen)(Millionsof yen)(Millionsof yen)(Yen)(Millionsof yen)(Millionsof yen)(Yen)

1st term
April 1, 2009 throughMarch 31, 2010

2nd term
April 1, 2010 throughMarch 31, 2011

3rd term(Current fiscal year)
April I, 2011 throughMarch 31, 2012

82,603

110,504

151,094

7,922

10,508

11,130

4,377

6,144

5,926

135.90190.46183.2050,13959,14358,31529,89734,341

38,902927.97

1,062.30

1,198.77

Our company was established though the transfer of shares in the consolidated fiscal years two years ago. Because ofthis, no property and profit/loss in and before the consolidated fiscal year three years ago are not reported.

−3−

(3) Significant parent company and subsidiary
1) Relationship with parent company
Not applicable2)

Significant subsidiary
Company name

CapitalOur voting right ratio

Major businessAsahi Pretec
Corporation,

4,480 million yen

100.0%

Precious metal recycling businessand environmental protection
business

Japan Waste
Corporation

400 million yen

100.0%

Environmental protection business(4) Challenges to be addressed
1) Business expansion in Asian region
In South Korea, we will further expand the business in the fields of electronics and dental materials. In China,
a joint venture with a local leading company will undertake a business. Moreover, we will increase collectionof precious metals from overseas markets such as the Asian region. We will seek to find customers and sales
channels by creating an alliance, etc. with local companies.
2) Expansion of business fields through M&A
We will continue promoting M&A with a high investment return, and not only expand the existing businesssuch as the environmental protection business but also aim to enter new business fields.
3) Streamlining the management of the Group
While reducing organizational hierarchies and the number of board members of operating companies, we will
trim administrative costs on a consolidated basis by consolidating in the holding company the Group’s
management functions. In addition, we will strengthen the in-house information system and thereby, achieve
speedy and efficient operations.
(5) Principal businesses (as of March 31, 2012)
Our Group is mainly engaged in the precious metal recycling business and the environmental protection
business.
○ Collection/reproduction and processing of precious metals and other metals (gold, silver, palladium,
platinum, indium, etc.,) and purchase and sales of precious metals and other metals○ Sales of precious metal products○ Environmental protection business−4−(6) Major sales offices and plants (as of March 31, 2012)
1) Our company
4-4-17 Kano-cho, Chuo-ku, Kobe
Main office
Kobe Head Office: 4-4-17, Kano-cho, Chuo-ku, Kobe
Head offices
Tokyo Head Office: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
2) Major subsidiaries’ business offices(a). Asahi Pretec Corporation
Main office
21, Uozakihamamachi, Higashinada-ku, Kobe
Headquarters
Kobe Headquarters: 4-4-17, Kano-cho, Chuo-ku, Kobe
Tokyo HeadQuatters: 1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Research
Techno-Center(Kobe-shi)laboratory
Business offices
Kitakanto (Kitakatsushika-gun, Saitama Pref.), Hanshin (Amagasaki -shi, Hyogo
Pref.), Kobe (Kobe-shi), Shikoku (Saijo-shi, Ehime Pref.), Kitakyusyu (Kitakyushushi), Fukuoka (Koga-shi, Fukuoka Pref.)Sales offices
Sapporo (Kitahiroshima-shi), 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 (Komakishi, Aichi Pref.), Hokuriku (Toyama-shi), Kobe (Kobe-shi), Okayama (Okayama-shi),
Hiroshima (Hiroshima-shi), Shikoku (Saijo-shi, Ehime Pref.), Kitakyusyu(Kitakyushu-shi), Fukuoka (Koga-shi, Fukuoka Pref.), Kagoshima (Satsumasendai-shi,
Kagoshima Pref.), Okinawa (Itoman -shi, Okinawa Pref.)PlantsSaitama (Kitakatsushika-gun, Saitama Pref.), Saitama Recycling Center (Kasukabe-shi,
Saitama Pref.), Chiba Recycling Center (Katori-shi, Chiba Pref.), Amagasaki(Amagasaki-shi, Hyogo Pref.), Amagasaki Recycling Center (Amagasaki-shi, Hyogo
Pref.), Kobe (Kobe-shi), Ehime (Saijo-shi, Ehime Pref.), Kitakyushu Hibiki(Kitakyusyu-shi), Kitakyushu (Kitakyusyu-shi), Fukuoka (Koga-shi, Fukuoka Pref.)(b). Japan Waste Corporation
Main office
4-4-17 Kano-cho, Chuo-ku, Kobe
Headquarters
Kobe Headquarters: 4-4-17 Kano-cho, Chuo-ku, Kobe
Tokyo Headquarters: 1-7-12, Marunouchi, Chiyoda-ku, Tokyo
Business office
Yokohama (Yokohama -shi)
PlantsOgimachi Center (Kawasaki-shi), Aikawa Center (Aiko-gun, Kanagawa Pref.)3) Other subsidiaries
Japan

Overseas

Sanshou Corporation (Kawasaki-shi), Nihon Chemitech Co., Ltd. (Kawaguchi-shi,
Saitama Pref.), Shioiri Kenzai Co., Ltd. (Nagano-shi), Taiyo Kagaku Co., Ltd.
(Kagoshima-shi), Iyotec Co., Ltd. (Akashi, Hyogo Pref.), Fuji Rozai Co., Ltd. (Ota-ku,
Tokyo), JW Glass Recycling Co., Ltd. (Koto-ku, Tokyo), Ecomax Incorporated (Kozagun, Kanagawa Pref.), Usuda Seisakujo Co., Ltd. (Tomi-shi, Nagano Pref.), Kyodo
Kagaku Co., Ltd.. (Tomakomai-shi, Hokkaido), and other
ASAHI G&S SDN.BHD.(Malaysia)、Shanghai Asahi Pretec Co., Ltd.(China), Asahi
Pretec Korea Co., Ltd. (Seoul Special City)−5−

(7) Employees (as of March 31, 2012)
1) Employees of the corporate group
Number of employees

Change from the end of previous fiscal year

1,277 (227)Note:+71(up 5)

The number of employees refers to the number of workers (excluding the staff seconded from ourgroup to companies outside our group but including staff seconded from companies outside our group to
our group) and for the number of part-timers and fixed-term employees, annual average number of persons
are shown separately in brackets

2) Employees of our company
Number of employees

Change from the end of
previous fiscal year

Average age

20(−)

+3(−)

38 years and six
months

Note:

Average length ofserviceTwo years and six
monthsThe number of employees refers to the number of workers (excluding the staff seconded from ourcompany to companies outside our company but including staff seconded from companies outside ourcompany to our company) and for the number of part-timers and fixed-term employees, annual average
number of persons are shown separately in brackets.

(8) Major financial institutions with loans to us (as of March 31, 2012)
Financial institutions

Loan amountMizuho Bank, Ltd.

2,500 million yen

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2,400 million yen

Sumitomo Mitsui Banking Corporation

1,945 million yen

The Chugoku Bank, Ltd.

200 million yen(9) Other important matters relating to the current state of the corporate group
Not applicable−6−2. Current state of the company(1) Shares (as of March 31, 2012)
1) Number of shares authorized:
129,000,000 shares
2) Number of shares issued:
36,254,344 shares
3) Number of shareholders:
9,6214) Major shareholders (top 10 shareholders)Number of shares
held(Thousands of shares)

Shareholders

Note:

Percentage ofshares held(%)

Japan Trustee Services Bank, Ltd.
(Trust account)

1,525

4.66

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

1,485

4.54

TERA ENTERPRISES Co., Ltd.

1,350

4.12

Mitsuharu Terayama

1,082

3.31

State Street Bank and Trust Company 505103

988

3.02

K&M Co., Ltd.

900

2.75

Masamichi Terayama

802

2.45

Asahi Employee Stock Ownership Plan

640

1.96

Terra Corporation, Ltd.

600

1.83

RBC Dexia Investor Services Bank AccountLuxembourg Non Resident Domestic Rate

571

1.74

1. Treasury stocks of 3,517,689 shares held by our company are excluded from the above major shareholders.
2. Following the introduction of the “employee stock ownership plan (ESOP),” ESOP a portion of treasury stocks
transferred by us to Sumitomo Mitsui Banking Corporation (Asahi Employee Stock Ownership Plan Trust Account)
as of February 16, 2010 are not included in treasury stocks).
3.Percentage of shares held is calculated with excluding treasury stocks.

−7−

(2) Share options
Share options granted to and held by our company’s board members as consideration of the execution of theirduties (as of March 31, 2012)
The first series of share options
Resolution date of issue

June 16, 2010

Number of share options

800 units

Type and number of shares subject to stock
options

Common shares
80,000 shares(100 shares per share option)

Amount to be paid in for share options

Not require to be paid in in exchange for share options

The value of the property to be contributed
when share options are exercised

193,500 yen per share option(1,935 yen per share)

Exercise period of stock options

July 10, 2012 to July 9, 2015

Conditions for the exercise of share options

Share
options heldby board
members

Director(excluding Outside Directors)

Number of share options:
600 units
Number of shares subject to stock options:
60,000 shares
Number of persons holding share options
3 personsOutside Director

Number of share options
Number of shares subject to stock options−−

Number of persons holding share options−
Corporate Auditor(Note)(See Note.)

Number of share options:
200 units
Number of shares subject to stock options
20,000 shares
Number of persons holding share options
1 person

The person who is allotted share options should be a Director, a Corporate Auditor, an employee of our company or ourcompany’s subsidiary or affiliate at the time of the exercise of share options. However, this shall not be applied to the cases
where the Board of Directors of our company exceptionally allows, for example the Director or the Corporate Auditor of
our company or our company’s subsidiary or affiliate resigned due to the expiration of the term of office or retires due tothe mandatory retirement age.

−8−

(3) Board members and corporate officers
1) Directors and Corporate Auditors(as of March 31, 2012)
Position

Name

Responsibility and important concurrent assignment

CEO & COO

Mitsuharu Terayama

Chairman and Director
Asahi Pretec Corporation

Director

Tsutomu Sakurai

Representative Director and President
Asahi Pretec Corporation

Director

Yoshikatsu Takeuchi

Representative Director and President
Japan Waste Corporation

Director

Tomoya Higashiura

Director
Asahi Pretec Corporation

Director

Shoji Morii

Full-time Corporate
Auditor

Yukio Tanabe

Corporate Auditor

Kazuhiko Tokumine

Corporate Auditor

Junzo Kojima

LawyerNote: 1. Director Shoji Morii is an Outside Director.
2. Corporate Auditor Kazuhiko Tokumine and Junzo Kojima are an Outside Corporate Auditor.
3. Full-time Corporate Auditor Yukio Tanabe has longtime experience of accounting of our company and possesses
extensive expertise in finance and accounting related matters.
4. Our company designated Director Shoji Morii and Corporate Auditor Junzo Kojima as an independent board
member under the provisions of the Tokyo Stock Exchange, and filed such status with the exchange.

2) Directors and Corporate Auditors who resigned during the fiscal year
Date of resignation

Reason for
resignation

Yukio Tanabe

June 16, 2011

Expiration of
the term ofofficeDirector

Sumiaki Ariumi

June 16, 2011

Resignation

Outside Full-time Corporate Auditor
Certified public accountant

Teigo Kobayashi

June 16, 2011

Resignation

Outside Corporate Auditor
LawyerOutside Corporate Auditor, Ricoh Leasing
Company, Ltd.

Name

−9−

Position/responsibility and importantconcurrent assignment3) Compensation, etc. for Directors and Corporate Auditors
Total compensations, etc. for the fiscal year
Number of
person subject
to payment

Payment
amountDirector(Outside Directors included)

6(1)

57 million yen(6)

Corporate Auditor(Outside Corporate Auditors included)

5(4)

27 million yen
(12)

Total
(Outside board members included)

11(5)

84 million yen(18)

Category

Note:

1. The amount to be paid to Directors does not include the employee salaries of Directors who serve concurrently as
employees.
2. The limit of compensation to be paid to Directors was up to annual 200,000 thousand yen (not including the portionof salary of employee), which was resolved at the 1st Annual General Meeting of Shareholders held on June 16, 2010.
3. The limit of compensation to be paid to Corporate Auditors was up to annual 30, 000 thousand yen, which was
resolved at the 1st Annual General Meeting of Shareholders held on June 16, 2010.

4)

Matters related to outside board members(a). Important concurrent assignment as a person executing business of other corporations, etc. andrelationship between our company and the other corporations, etc.
Not applicable(b). Important concurrent assignment as a board member of other corporations, etc. and relationship between
our company and the other corporations, etc.
Not applicable(c) Main activities in the fiscal year
Category

Name

Activities
He attended all Board of Directors’ meetings held during the
fiscal year. He has expertise and experience related to the

Director

Shoji Morii

management, including finance, and has been submitting advices/ recommendations to ensure the validity and appropriateness ofmaking decisions on deliberations of agenda and other.
He attended all Board of Directors’ meetings and Board of
Corporate Auditors’ meetings held during the fiscal year. He has

Corporate
AuditorKazuhiko Tokumine

been submitting advices / recommendations to ensure the validity
and appropriateness of making decisions on deliberations ofagenda and other from the highly professional viewpoint for laws
as a lawyer.
He attended all Board of Directors’ meetings and Board of
Corporate Auditors’ meetings held since June 16, 2011 when he

Corporate
AuditorJunzo Kojima

took office. He has been submitting advices / recommendations toensure the validity and appropriateness of making decisions on
deliberations of agenda and other using his long-held extensive
experience.

−10−(4) Accounting Auditor
1) Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2) Amount of compensation, etc. for the Accounting Auditor
Amount of compensation, etc.
(a) Amount to be paid by our company

22,800 thousand yen(b) Total amount of money to be paid by our company and ourcompany’s subsidiaries and other benefits on property

38,000 thousand yen

Note: In the agreement between our company and the Accounting Auditor, the amount of compensation, etc. for audit under theCompanies Act and the amount of compensation, etc. for audit under the Financial Instruments and Exchange Act are notseparated and may not be separated actually. Therefore, the total of those amounts is stated for the amount in (a) above.

3) Policy for determining the dismissal or the refusal of reappointment of the Accounting Auditor
When the Board of Directors finds it necessary in cases where the Accounting Auditor has difficulty executing
its duties, the Board of Directors will deal with the dismissal or the refusal of reappointment of the Accounting
Auditor as a purpose of the General Meeting of Shareholders based on the request of the Board of Corporate
Auditors
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 Board of Corporate Auditors will dismiss the Accounting Auditor inaccordance with the consent of all Corporate Auditors. In this case, the Corporate Auditor appointed by the
Board of Corporate Auditors will report the fact of the dismissal of the Accounting Auditor and reasons forthe dismissal at the General Meeting of Shareholders convened for the first time after the dismissal.

−11−

(5) Structure to ensure the appropriateness of business
Decisions on a structure to ensure that the execution of duties by Directors conforms to the laws andregulation and the Articles of Incorporation, and other structures to ensure the appropriateness of the businessof the company are as follows:1)

Structure to ensure that the execution of duties by Directors and employees conforms to the laws andregulations and the Articles of Incorporation, and other structures to ensure the appropriateness of thebusiness of the company(a) To ensure that laws and regulations and the Articles of Incorporation are thoroughly followed, we
compile and improve our regulations and manuals related to compliance while continuing to make wellknown to employees the existence of an in-house reporting hotline responding to the case where behaviors
violating laws and regulations and the Articles of Incorporation are detected.
(b) If a situation that infringes compliance occurs, we maintain a structure where the details of such situation
and a countermeasure therefor are reported immediately to Directors and Corporate Auditors.

2)

Structure related to preservation and management of information regarding the execution of duties byDirectors(a) Information and documents (information on the execution of duties) regarding the execution of duties byDirectors are preserved and managed appropriately in accordance with in-house regulations andmanagement manuals related thereto while the state of operation is examined and regulations and otherrules are reviewed when necessary.

3)

Regulation and other structures regarding a risk of loss(a) In a bid to appropriately control risks involved in a business execution process and a business structure of
our group, we establish a structure to understand/assess risks in business activities and implement ameasure, thereby improving a structure to prevent the materialization of risks while ensuring compliance.
(b) We compliment efforts for compliance and risk management and conduct internal audits to deter a risk ofloss without omission. If behaviors with a risk of loss are found, they are reported to the Board of Directors
and related divisions immediately.

4)

Structure to ensure effective execution of Directors’ duties(a) A management plan is drawn up and the Board of Directors examines the details thereof and makes
decisions thereon. In addition, periodical reports on whether the management plan is implemented asscheduled are made from subsidiaries and business execution lines.
(b) Regarding the supervision of the business execution, the Board of Directors examines and makes decisions
on the matters set forth in the rules for the Board of Directors and the matters to be discussed that fall under
the criteria thereon. Particularly important matters are examined at the group strategy meeting to enhancesuch examination related to decision-making.

5)

Structure to ensure the appropriateness of business at the business group of our company(a) To understand management information at subsidiaries and affiliates, appropriate business reports are
submitted on a quarterly basis. Through these reports, if a risk of loss on subsidiaries, etc. has been found ora potential risk of loss may be found, reports are submitted immediately to the Board of Directors regarding
the details of the risk of loss, the degree of loss that may occurs, and its impacts, etc. on our company.
(b) We implement periodical inspections to understand safety and health for the execution of business by our
subsidiaries and affiliates and provide continued guidance to prevent the occurrence of a risk of loss on
safety and health.
(c) To prevent inappropriate transactions or accounting methods between our company and subsidiaries, etc.,
adequate exchange of information is carried out with the audit division of subsidiaries, etc. or the division−12−

equivalent thereto.
6)

Matters for appointment of employees to assist Corporate Auditors(a) Employees to assist the duties of Corporate Auditors are appointed when necessary.

7)

Matters related to the independence of employees to assist duties of Corporate Auditors from Directors(a) Appointment and transfer of employees to assist Corporate Auditors requires the consent of the Board of
Corporate Auditors(b) In evaluating the performance of employees to assist Corporate Auditors, Corporate Auditors’ opinions are
obtained.

8) Structure for Directors and employees to report to Corporate Auditors and other structures for reports to other
Corporate Auditors, as well as a structure to ensure the effective conduct of audits by Corporate Auditors(a) Directors and employees provide necessary reports and information upon request of Corporate Auditors inaccordance with the determination of the Board of Corporate Auditors.
(b) Reports and information in the preceding paragraph should mainly be as follows:・Status of activities of divisions involved in the creation of our internal control system
・Status of activities of Corporate Auditors and internal audits of our subsidiaries, etc.
・Our significant accounting policy and accounting standards and changes thereof
・Details of announcement of financial results and forecast
・Operations of in-house reporting system and details of the reports
・Making it obligatory to circularize in-house ringisho (collective decision-making sheet) and the minuteof meeting required by Corporate Auditors(c) When recognizing that laws and regulations and the Articles of Incorporation are or may be violated evenfor items other than those set forth in the preceding paragraphs above, the Board of Directors andemployees report to that effect to the Board of Corporate Auditors immediately.
(d) The Board of Directors and employees should fully respect Corporate Auditors’ opinions on ensuring theeffectiveness of audit.
(6) Policy to determine the distribution, etc. of surplus
The Articles of Incorporation stipulates that our company may carry out the distribution, etc. of surplus
pursuant to the resolutions of the Board of Directors, instead of the resolutions of the General Meeting of
Shareholders. In addition, we believe that it is also important to seek to improve our corporate value throughongoing stable profitability and further growth, and to enhance retained earnings to prepare for investments ingrowth fields and the development of new businesses, with a basic policy to respond to expectations ofshareholders through dividends.
Under this policy, regarding the distribution, etc. of surplus, we will further strengthen consolidated andnonconsolidated results for each fiscal year and our financial structure, with giving comprehensive
consideration to the future management strategy, etc. of our group. After then, we will return earnings toshareholders.

Note: The amount and the number of shares stated in this report are ronded down to the nearest unit.
The percentage is rounded to the nearest unit.
*The financial documents and the Audit Report are omitted in these translated documents.

−13−

Reference Documents for General Meeting of Shareholders
Partial Amendment to the Articles of Incorporation
Proposal No.1
1. Reason for amendments
1) In order to make the holding and operation of General Meetings of Shareholders and Board of Directors
meetings more flexible, Articles 13 in the current Articles of Incorporation shall be amended such that the
CEO shall be the convener and chair of the meetings.
2)
In light of the spread of the Internet, a new provision shall be established for a deemed provision throughthe disclosure of reference materials for the General Meeting of Shareholders via the Internet in accordancewith an Ordinance of the Ministry of Justice.
3)
In order to make the holding and operation of General Meetings of Shareholders and Board of Directors
meetings more flexible, Articles 20 in the current Articles of Incorporation shall be amended such that the
CEO shall be the convener and chair of the meetings.
4) Based on the provisions for exemption from liability of the Directors and Corporate Auditors set forth in
Articles 426 and 427 of the Companies Act, Articles 26 (Exemption of liability of the Directors) and 34(Exemption of liability of the Corporate Auditors) shall be established in the Articles of Incorporation sothat Directors and Corporate Auditors can fully exercise their expected roles in the performance of theirduties. All Corporate Auditors have already consented to the establishment of Articles 26.
5) Along with the above amendments to the Articles of Incorporation, necessary amendments such as
descending the number of articles shall also be made.
2. Details of amendments(Underlined portions show amendment)
Current Articles of Incorporation
Articles 1 to 12

Proposed Amendments[Omitted]

Articles 1 to 12(Convener and Chair)
Article 13
Unless otherwise provided by laws and regulations, the President
shall convene and chair the General Meeting of Shareholders
pursuant to the resolutions of the Board of Directors.

2)

When the President is unable to perform his/her duties, other
Directors shall perform such duties in place of the President
in accordance with the order determined in advance by the
Board of Directors.

−14−[Not amended](Convener and Chai)
Article 13
Unless otherwise provided by laws andregulations, the Representative Director
determined by the Board of Directors shallconvene and chair the General Meeting of
Shareholders pursuant to the resolutions of
the Board of Directors.
2) When the Representative Director
determined by the Board of Directors is
unable to perform his/her duties, other
Directors shall perform such duties inplace of the Representative Director inaccordance with the order determined inadvance by the Board of Directors.

Current Articles of Incorporation

Proposed Amendments(Disclosure and deemed provision of referencematerials for the General Meeting of Shareholders
via the Internet)(New)

Article 14
In convening the General Meeting of
Shareholders, our company may deem that
information regarding items to be stated orpresented in reference materials for the
General Meeting of Shareholders, business
reports, financial statements andconsolidated financial documents has been
provided through disclosure of such
documents by a method of using theInternet pursuant to an Ordinance of the
Ministry of Justice.

Articles 14 to 19[Omitted]

Articles 15 to 20[Not amended](Convener and Chair of the Board of Directors)(Convener and Chair of the Board of Directors)

Article 20

Article 21

Unless otherwise provided by laws and regulations, theUnless otherwise provided by laws andPresident shall convene and chair the Board of Directors

regulations, the Representative Director

meeting pursuant to the resolutions of the Board ofdetermined by the Board of Directors

Directors.

shall convene and chair the Board of
Directors.

2) When the President is unable to perform his/her duties,

2) When the Representative Director

other Directors shall perform such duties in place of thedetermined by the Board of Directors is

President in accordance with the order determined inunable to perform his/her duties, otheradvance by the Board of Directors.

Directors shall perform such duties inplace of the Director in accordance withthe order determined in advance by the
Board of Directors.

Articles 21 to 24[Omitted]

Articles 22 to 25[Not amended](Exemption of liability of Directors)(New)

Article 26
In accordance with Article 426, paragraph 1 of
the Companies Act, our company may, by aresolution of the Board of Directors, exempt the
Directors (including those who were a Director)
from compensation for loss arising from a
failure to discharge their duties to the extent
permitted by laws and regulations.

−15−Current Articles of Incorporation

Proposed Amendments
2) In accordance with Article 427,
paragraph 1 of the Companies Act, ourcompany may conclude an agreementwith Outside Directors on limiting aliability for compensation for loss
arising from a failure to discharge theirduties. However, the maximum liability
amount under the said agreement shallbe the amount stipulated in laws andregulations.

Articles 25 to 31[Omitted]

Articles 27 to 33[Not amended](Exemption of liability of Corporate Auditors)
Article 34
In accordance with Article 426, paragraph
1 of the Companies Act, our company
may, by a resolution of the Board of
Directors, exempt the Corporate Auditors(New)(including those who were a Corporate
Auditor) from compensation for loss
arising from a failure to discharge theirduties to the extent permitted by laws andregulations.
2)

In accordance with Article 427,
paragraph 1 of the Companies Act, ourcompany may conclude an agreementwith Outside Corporate Auditors on
limiting a liability for compensation forloss arising from a failure to discharge
their duties. However, the maximum
liability amount under the said
agreement shall be the amount stipulated
in laws and regulations.

Articles 32 to 36[Omitted]

Articles 35 to 39−16−[Not amended]Election of Six (6) Directors
Proposal No.2
All five Directors expire their term of office at the time of the end of this General Meeting of Shareholders. We
propose an increase of one Director and the election of six Directors to strengthen our management structure.
Candidates of the Directors are as follows:
Candidate
No.

Name(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofShares

October 1973: Senior Managing Director of Asahi Pretec
Corp.
May 1981:

Appointed as Representative Director andPresident of Asahi Pretec

Mitsuharu Terayama
1(March 10, 1940)

April 2009:

Appointed as Representative Director andPresident of Asahi Holdings

April 2011: Appointed as CEO & COO of Asahi Holdings

1,082,345
shares(to present)
April 2011: Appointed as Chairman and Director of Asahi
Pretec (to present)[Important concurrent assignment]
Appointed as Chairman and Director of Asahi Pretec
May 2008: Joined Asahi Pretec Corp.
August 2008: Appointed as General Manager of Precious
Metal Recycling Business Division of Asahi
PretecJune 2009: Appointed as General Manager of Precious Metal
Tsutomu Sakurai
2(August 16, 1953)

Recycling Business Division of Asahi Pretec
April 2010: Appointed as General Manager of Industrial
Recycling Business Division of Asahi Pretec
June 2010: Appointed as Director of Asahi Holdings(to present)
April 2011: Appointed as Representative Director andPresident of Asahi Pretec (to present)[Important concurrent assignment]
Representative Director and President of Asahi Pretec−17−6,500 shares

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofSharesApril 1999: Joined Asahi Pretec Corp.
June 2001: Appointed as Director and General Manager ofGeneral Affairs Department of Asahi Pretec
April 2004: Appointed as Director and General Manager ofEnvironmental

Business Division andconcurrently serving as General Manager ofBusiness Coordination Division of Asahi Pretec
3

Yoshikatsu Takeuchi(January 1, 1956)

March 2006: Appointed as Director and General Manager ofEnvironmental Recycling Business Division of

5,050 shares

Asahi Pretec
May 2008: Appointed as Representative Director and Presidentof Japan Waste Corp. (to present)
April 2009: Appointed as Director of Asahi Holdings(to present)[Important concurrent assignment]
Representative Director and President of Japan Waste Corp.
February 2001: Joined Asahi Pretec Corp.
June 2006: Appointed as Director and General Manager of
Administration Division of Asahi Pretec
May 2007: Appointed as Representative Director and Presidentof Taiyo Kagaku Co., Ltd..
April 2009: Appointed as Director and General Manager ofCorporate Development & Administration Divisionof Asahi Holdings
April 2010: Appointed as Director and General Manager of
4Tomoya Higashiura

General Affairs & Human Resources Division of(January 26, 1961)

Asahi Holdings

1,500 shares

June 2010: Appointed as Director and General Manager ofPrecious Metal Recycling Business Division of
Asahi Pretec
April 2011: Appointed as Director of Asahi Holdings(to present)
January 2012: Appointed as Director of Asahi Pretec(to present)[Important concurrent assignment]
Director of Asahi Pretec
February 2001: Joined Asahi Pretec Corp.
July 2001: Appointed as General Manager of Production
Technology & Engineering Department of Asahi
PretecApril 2007: Appointed as General Manager of Technology*
5

Masaki Hirano(December 25, 1953)

Support & Production Management Division of
Asahi Pretec
June 2007: Appointed as Director and General Manager ofTechnology Support & Production Management
Division
April 2012: Appointed as Director of Asahi Pretec (to present)[Important concurrent assignment]
Director of Asahi Pretec−18−

3,000 shares

Candidate
No.

Name
(Date of birth)

Career, Position and Duties at Asahi Holdings(Important concurrent assignment)

Ownership ofSharesApril 1972: Joined Sumitomo Trust and Banking Co., Ltd.
June 2001: Appointed as Corporate Officer and General
Manager of Kyoto Branch of Sumitomo Trust andBanking Co., Ltd.
June 2006: Appointed as Representative Director and Presidentof Kobe Airport Terminal Co., Ltd. andShoji Morii

6

concurrently serving as Representative Director and(February 12, 1948)

1,000 shares

President of Kaijo Access Co., Ltd.
June 2009: Appointed as Outside Director of Asahi Pretec
Corp.
June 2010: Appointed as Outside Director of Asahi Holdings(to present)

Note: 1. The person with * mark is a candidate for Director newly appointed.
2. There are no special interests between candidates and our company.
3. Special notes for a candidate for Outside Director
1)

Shoji Morii is a candidate for Outside Director.

2) He has professional expertise and experience, including a finance field. We ask shareholders to elect him as Outside
Director for his expected useful opinions.
3)

He is now an Outside Director of our company. His term of office as Outside Director is two years at the time of thetermination of this General Meeting of Shareholders.

4) Our company filed Shoji Morii as an independent board member under the provisions of the Tokyo Stock Exchange
and he will continue to be an independent board member if this proposal is approved and appointed as Outside
Director.

(Access)

The 3rd Annual General Meeting of Shareholders
KOBE PORTOPIA HOTEL
10-1, 6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, Hyogo"Kairaku-no-ma" on the basement floor, Main Building
Tel: 078-302-1111■ Kobe New Transit, Port Island Line (Port Liner)
About 10 minutes from “Sannomiya Station” to “Simin Hiroba Station”
About 5 minutes on foot from “Shimin Hiroba Station”■Shuttle bus
Shuttle buses for PORTOPIA HOTEL are running from MINT KOBE 1F (Sannomiya Bus
Terminal) on the south of Sannomiya Station. For more details, please access the website of
PORTOPIA HOTEL or contact the hotel at tel.078-302-1111.
−19−