(Notes)
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.
"Audit & Supervisory Board Member(s)" and "Audit & Supervisory Board" described herein mean "Kansayaku" and "Kansayaku-kai" stipulated in the Japanese Companies Act respectively.
The Board proposes the payment of a year-end dividend of ¥37.00 per share after taking various factors into account, including the Company's operating results for this fiscal year, and the business environment, in accordance with the Company's dividend policy. As a result, including the interim dividend of ¥37.00 per share, the annual dividend for this fiscal year will amount to ¥74.00 per share, an increase of ¥3.00 from the previous fiscal year. Regarding other appropriation of the surplus for the fiscal year under review, it is proposed that general reserve be reversed and transferred to retained earnings carried forward, which shall fund retirement of treasury stock, agile capital strategy and shareholder returns responsive to future changes in the business environment.
Matters regarding year-end dividend:
Matters related to the allocation of the dividend property to shareholders and the total amount thereof:
¥37.00 per share of the Company's common stock Total amount: ¥30,034,643,662
Effective date of payment of dividend: March 30, 2026
The Company's Dividend PolicyWe consider a return of profits to shareholders to be one of the most important management issues. Since our establishment in 1907, the Company has consistently distributed a dividend to shareholders in every financial period. Based on the dividend policy to target a DOE (consolidated dividend on equity) of 5% or more and conduct progressive dividend*in principle, we aim to provide stable and sustainable dividends. We will also continue to consider opportunities to acquire treasury stock as an additional return to shareholders, taking into consideration the optimal capital structure, market environment, and financial resources after investment.
As part of our cost of shareholder's equity-conscious corporate management aimed at increasing corporate value, we will continue to increase the return of profits to shareholders and improve capital efficiency.
*Dividend policy to maintain or increases the unit price of dividends.
Matters concerning other appropriations of surplus:
Increased surplus item and the amount thereof:
Retained earnings carried forward: ¥506,367,900,000
Decreased surplus item and the amount thereof: General reserve: ¥506,367,900,000
Proposal No. 2: Election of twelve (12) Directors of the Board
Upon the close of this Ordinary General Meeting of Shareholders, the terms of office of all twelve
(12) Directors of the Board will expire.
Accordingly, shareholders are requested to elect twelve (12) Directors of the Board. The candidates for the positions of Directors of the Board are as follows:
No. | Name (Age) | Current title and responsibilities at the Company | Rate and number of attendance at Board Meetings | Number of years in office | ||
1 | Candidate for Reelection | Yoshinori Isozaki | (72) | Representative Director of the Board & CEO Group Management Control Member of the Nomination and Remuneration Advisory Committee | 100% (14 times of 14 meetings) | 11 years |
2 | Candidate for Reelection | Takeshi Minakata | (64) | Representative Director of the Board, President & COO Group Business Execution Control Member of the Nomination and Remuneration Advisory Committee | 100% (14 times of 14 meetings) | 4 years |
3 | Candidate for Reelection | Junko Tsuboi | (63) | Director of the Board, Senior Executive Vice President Chief People Officer (Group Human Capital Management), Chief Legal Officer | 100% (14 times of 14 meetings) | 3 years |
4 | Candidate for Reelection | Toru Yoshimura | (61) | Director of the Board, Senior Executive Officer Health Science Strategy, President of Health Science Business Division, Business Alliances / Investment Strategies (Health Sciences domain) | 100% (14 times of 14 meetings) | 2 years |
5 | Candidate for Reelection | Shinjiro Akieda | (60) | Director of the Board, Senior Executive Officer Chief Financial Officer (Financial Strategy, IR) | 100% (14 times of 14 meetings) | 2 years |
6 | Candidate for Reelection | Hiroyuki Yanagi | (71) | Non-executive Director Chairperson of the Board | 100% (14 times of 14 meetings) | 7 years |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
7 | Candidate for Reelection | Noriko Shiono | (65) | Non-executive Director Chairperson of the Nomination and Remuneration Advisory Committee | 100% (14 times of 14 meetings) | 6 years |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
8 | Candidate for Reelection | Shinya Katanozaka | (70) | Non-executive Director Member of the Nomination and Remuneration Advisory Committee | 93% (13 times of 14 meetings) | 3 years |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
9 | Candidate for Reelection | Yoshiko Ando | (67) | Non-executive Director Member of the Nomination and Remuneration Advisory Committee | 93% (13 times of 14 meetings) | 2 years |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
10 | Candidate for Reelection | Shingo Konomoto | (66) | Non-executive Director | 100% (12 times of 12 meetings) | 1 year |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
11 | Candidate for Reelection | Naoko Mikami | (65) | Non-executive Director | 100% (12 times of 12 meetings) | 1 year |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer | ||||||
12 | New Candidate | Kenichi Fujinawa | (71) | Audit & Supervisory Board Member | 100% (14 times of 14 meetings) | - |
Candidate for Non-executive Director | ||||||
Candidate for Independent Officer |
(Notes) 1. Age is as of the date of this Ordinary General Meeting of Shareholders.
As for the attendance at the Board Meetings of Mr. Shingo Konomoto and Ms. Naoko Mikami, the Board Meetings applicable to them are only those held on and after March 28, 2025.
As for the attendance at the Board Meetings of Mr. Kenichi Fujinawa, the Board Meetings applicable to him are those attended as an Audit & Supervisory Board Member.
The number of years in office is the number of years since each candidate assumed office as Director of the Board of the Company (until the close of this Ordinary General Meeting of Shareholders).
No. 1 Yoshinori Isozaki
Candidate for ReelectionDate of birth August 9, 1953 Number of the Company's shares held 116,248 shares Rate of and number of times attending Board Meetings Profile, title and responsibilities
100%
(14 times of 14 meetings)
April 1977 | Joined the Company |
March 2004 | Director of San Miguel Corporation. |
March 2007 | General Manager of Corporate Planning Dept. of the Company |
March 2008 March 2009 March 2010 | Executive Officer and General Manager of Corporate Planning Dept. of the Company Senior Executive Officer and General Manager of Corporate Planning Dept. of the Company Managing Director of the Company (resigned in March 2012) |
March 2012 January 2013 | President & CEO of Kirin Brewery Company, Limited (resigned in January 2015) President & Chief Executive Officer of Kirin Company, Limited |
March 2015 | President & Chief Executive Officer of the Company |
September 2021 March 2024 June 2025 | President & CEO of Kirin Brewery Company, Limited (resigned in January 2022) Representative Director of the Board & CEO of the Company (Present Position) Chair of the Board of Global Compact Network Japan, a General Incorporated Association (Japan Local Network, United Nations Global Compact) (Present Position) |
Management experience | Alcoholic beverages, non-alcoholic beverages and health science, pharmaceuticals |
Responsible for | Group management control, Member of the Nomination and Remuneration Advisory Committee |
Chair of the Board of Global Compact Network Japan, a General Incorporated Association (Japan Local Network, United Nations Global Compact)
Reasons for nomination as a candidate for Director of the BoardMr. Yoshinori Isozaki has worked in the areas of business development, overseas business, and corporate planning, among others, since he joined the Company and has considerable business experience and deep insight in the management of the Group. Since taking office as President & CEO of the Company in 2015, he has realized the structural reform of the Group centered on (i) strengthening and growing profit base in the beer business, one of the Company's core businesses, and (ii) restructuring and revitalizing low-profit businesses. Further, he has ensured to promote management reform including enhancement of corporate governance. After assuming the position of Representative Director of the Board & CEO in 2024, under the new management structure of CEO and COO, he has demonstrated strong leadership in the steady
progress of the Group's portfolio transformation and led the Group's business recovery and
regrowth. For the reasons above, the Board has determined that he is a suitable candidate to carry out the tasks needed for realizing the Company's Long-Term Management Vision "Innovate2035!" toward continuous improvement of corporate value and the Group's sustainable growth beyond that and overseeing the entire Kirin Group.
Note:No conflict of interests exists between the Company and Mr. Yoshinori Isozaki.
No. 2 Takeshi Minakata
Candidate for ReelectionDate of birth December 31, 1961 Number of the Company's shares held 19,035 shares Rate of and number of times attending Board Meetings Profile, title and responsibilities
100%
(14 times of 14 meetings)
April 1984 March 2012 January 2013 March 2015 March 2016 April 2016 March 2018 March 2020 March 2022 April 2022 August 2023 March 2024 | Joined the Company General Manager of Corporate Planning Dept. of Kirin Brewery Company, Limited Executive Officer and General Manager of Corporate Planning Dept. of Kirin Company, Limited Executive Officer and General Manager of Corporate Planning Dept. of Kirin Brewery Company, Limited Senior Executive Officer and Director of Group Strategy Planning of the Company Senior Executive Officer and General Manager of Corporate Planning Dept of Kirin Company, Limited Senior Executive Officer of the Company (resigned in March 2018) President and CEO of Myanmar Brewery Limited Executive Director of the Board, President & Chief Executive Officer of Kyowa Hakko Bio Co., Ltd. (resigned in December 2021) Senior Executive Officer of the Company Director of the Board, Senior Executive Officer of the Company Director of Kyowa Kirin Co., Ltd. Director of the Board, Senior Executive Officer, President of Health Scienc Division of the Company Director of the Board of Blackmores Limited Representative Director of the Board, President & COO of the Company (Present Position) |
Management experience | Alcoholic beverages, non-alcoholic beverages and health science, pharmaceuticals |
Responsible for | Group Business Execution Control, Member of the Nomination and Remuneration Advisory Committee |
Mr. Takeshi Minakata has worked in the areas of production, corporate planning, and overseas business since he joined the Company, and has considerable business experience and deep insight in the management of the Group. He served as President of Health Science Division since taking office as Director of the Board of the Company in 2022, and has made a great contribution in structural reform and management reform of the Group by managing Overseas Business and building the foundations for growth in the Domestic and International Health Science domain. Additionally, after assuming the position of Representative Director of the Board, President & COO in 2024, he has overseen the execution of the Group, and led the management team to
improve the competitiveness of each business within the Group and to achieve growth in the
Health Sciences domain. For the reasons above, the Board has determined that he is a suitable candidate to carry out the tasks needed for realizing the Company's Long-Term Management Vision "Innovate2035!" toward continuous improvement of corporate value and the Group's sustainable growth beyond that and overseeing the entire Kirin Group.
Note:No conflict of interests exists between the Company and Mr. Takeshi Minakata.
No. 3 Junko Tsuboi
Candidate for ReelectionDate of birth August 8, 1962 Number of the Company's shares held 29,331 shares Rate of and number of times attending Board Meetings
100%
(14 times of 14 meetings)
Profile, title and responsibilities
April 1985 March 2005 March 2010 March 2012 November 2012 January 2013 March 2014 March 2019 June 2020 March 2022 March 2023 March 2024 | Joined the Company General Manager of Corporate Communication Dept. of Kirin Beverage Company, Limited Director of the Board, President and CEO of Yokohama Akarenga Inc. General Manager of CSR Promotion Dept. and Corporate Communication Dept. of the Company General Manager of Corporate Communication Dept. of the Company General Manager of Strategic Branding Dept., CSV Division of Kirin Company, Limited Executive Officer, General Manager of Strategic Branding Dept., CSV Division of Kirin Company, Limited Senior Executive Officer, General Manager of Strategic Branding Dept. of the Company Director of FANCL Corporation Senior Executive Officer of the Company Director of the Board, Senior Executive Officer of the Company Director of the Board, Senior Executive Vice President of the Company (Present Position) |
Management experience | Alcoholic beverages, non-alcoholic beverages and health science |
Responsible for | Chief People Officer (Group Human Capital Management), Chief Legal Officer |
Ms. Junko Tsuboi has worked in the areas of manufacturing technology, marketing, public relations, corporate branding and diversified business, among others, since she joined the Company, and has considerable business experience and deep insight in the management of the Group. She was responsible for marketing strategy and brand strategy after taking office as Senior Executive Officer of the Company in 2019 and was responsible for personnel and general affairs since 2022, through promotion of human capital strategies aligned with long term management plan. She has taken office as Director in 2023, and she has made a great contribution towards management reform of the Group such as strengthening corporate governance, bringing the perspective of diversity in the management team from 2024 as Director and Senior Executive Vice President for Group Human Capital Management and Legal. For the reasons above, the Board has determined that she is a suitable candidate to carry out the tasks needed for realizing the Company's Long-Term Management Vision "Innovate2035!" toward continuous improvement
of corporate value and the Group's sustainable growth beyond that and overseeing the entire Kirin
Group.
Note:No conflict of interests exists between the Company and Ms. Junko Tsuboi.
No. 4 Toru Yoshimura
Candidate for Reelection
Date of birth June 8, 1964 Number of the Company's shares held 19,242 shares Rate of and number of times attending Board Meetings Profile, title and responsibilities100%
(14 times of 14 meetings)
April 1988 March 2016 March 2017 March 2018 March 2019 March 2021 January 2022 March 2024 | Joined the Company General Manager of Corporate Planning Dept. of Kirin Company, Limited Director of Group Alliance Strategy of the Company Executive Officer and General Manager of Corporate Planning Dept. of Kirin Company, Limited Executive Officer and Director of Group Alliance Strategy of the Company Senior Executive Officer and General Manager of Corporate Planning Dept. of Kirin Company, Limited Senior Executive Officer and General Manager of Corporate Planning Dept. of the Company Director of the Board of Kirin Beverage Company, Limited Director of the Board of Kirin Brewery Company, Limited Senior Executive Officer of the Company President & CEO of Kirin Beverage Company, Limited Director of the Board, Senior Executive Officer, President of Health Science Business Division of the Company (Present Position) Director of Blackmores Limited |
Management experience | Alcoholic beverages, non-alcoholic beverages and health science, pharmaceuticals |
Responsible for | Health Science Strategy, President of Health Science Business Division, Business Alliances / Investment Strategies (Health Sciences domain) |
Mr. Toru Yoshimura has worked in the areas of production, overseas business and alliance strategies since he joined the Company, and has considerable business experience and deep insight in the management of the Group. He served as General Manager of Corporate Planning Dept. of the Company and promoted building the foundations for growth in the Health Sciences domain since taking office as Senior Executive officer in 2019 and he led the expansion of Health Science domain in addition to the existing business of Kirin Beverage Company, Limited since taking office as President & CEO of Kirin Beverage Company, Limited in 2022. Additionally, after taking office as Director in 2024, he has made a great contribution to establish the new business portfolio of the Group as President of Health Science Business Division. For the reasons above, the Board has determined that he is a suitable candidate to carry out the tasks needed for realizing the Company's Long-Term Management Vision "Innovate2035!" toward continuous
improvement of corporate value and the Group's sustainable growth beyond that and overseeing
the entire Kirin Group.
Note:No conflict of interests exists between the Company and Mr. Toru Yoshimura.
No. 5 Shinjiro Akieda
Candidate for Reelection
Date of birth July 18, 1965 Number of the Company's shares held 13,768 shares Rate of and number of times attending Board Meetings Profile, title and responsibilities100%
(14 times of 14 meetings)
April 1988 March 2010 March 2013 March 2015 March 2017 March 2018 March 2019 March 2020 January 2022 March 2022 March 2023 March 2024 March 2025 | Joined the Company Chairman and CEO of Taiwan Kirin Company, Limited Executive Officer and General Manager of Corporate Planning Dept. of Mercian Corporation Executive Officer and General Manager of Corporate Planning Dept. of Kirin Beverage Company, Limited Senior Executive Officer and General Manager of Corporate Planning Dept. of Kirin Beverage Company, Limited Executive Officer and General Manager of Corporate Planning Dept. of Kirin Brewery Company, Limited Executive Officer and General Manager of Corporate Planning Dept. of the Company Executive Officer and General Manager of Corporate Planning Dept. and DX Strategy Dept. of the Company Executive Officer and General Manager of Corporate Planning Dept. of the Company Director of the Board of Kirin Brewery Company, Limited Senior Executive Officer and General Manager of Corporate Planning Dept. of the Company Senior Executive Officer of the Company Director of the Board, Senior Executive Officer of the Company (Present Position) Director of Kyowa Kirin Co., Ltd. Director of LION PTY LTD (Present Position) |
Management experience | Alcoholic beverages, non-alcoholic beverages and health science, pharmaceuticals |
Responsible for | Chief Financial Officer (Financial Strategy, IR) |
Director of LION PTY LTD
Reasons for nomination as a candidate for Director of the BoardMr. Shinjiro Akieda has worked in the areas of sales and overseas business, including promoting profit structure reforms as General Managers of Corporate Planning Depts. of three major domestic subsidiaries in the food field, since he joined the Company, and has considerable business experience and deep insight in the management of the Group. He served not only as General Manager of Corporate Planning Dept. of the Company but also built the foundation of
the DX strategy since taking office of Senior Executive Officer of the Company in 2022. He has
been responsible for Financial Strategy and IR since 2023, and promoted appropriate capital management policy and executed disciplined investments. He has made a great contribution in structural reform and management reform of the Group after taking office as Director in 2024. For the reasons above, the Board has determined that he is a suitable candidate to carry out the tasks needed for realizing the Company's Long-Term Management Vision "Innovate2035!" toward continuous improvement of corporate value and the Group's sustainable growth beyond that and overseeing the entire Kirin Group.
Note:No conflict of interests exists between the Company and Mr. Shinjiro Akieda.
No. 6 Hiroyuki Yanagi
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth November 20, 1954 Number of the Company's shares held 7,500 shares Rate of and number of times attending Board Meetings Profile, title and responsibilities100%
(14 times of 14 meetings)
April 1978 March 2010 January 2018 | Joined Yamaha Motor Co., Ltd. President, Chief Executive Officer and Representative Director of Yamaha Motor Co., Ltd. Chairman and Representative Director of Yamaha Motor Co., Ltd. |
March 2019 | Non-executive Director of the Company (Present Position) |
Outside Director of AGC Inc. (Present Position) | |
March 2021 | Chairman and Director of Yamaha Motor Co., Ltd. |
June 2021 | Outside Director of Japan Airlines Co., Ltd. (Present Position) |
January 2022 | Director of Yamaha Motor Co., Ltd. |
March 2022 | Adviser of Yamaha Motor Co., Ltd. |
June 2022 | Outside Director, Mitsubishi Electric Corporation (Present Position) |
Responsible for | Chairperson of the Board |
Outside Director, AGC Inc.
Outside Director, Japan Airlines Co., Ltd. Outside Director, Mitsubishi Electric Corporation
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMr. Hiroyuki Yanagi has considerable experience acquired over many years as a corporate executive. He has a wide range of knowledge and particularly highly specialized expertise in brand development in the global market through technological development and innovation through his experience as President, Chief Executive Officer and Representative Director, and Chairman and Representative Director of Yamaha Motor Co., Ltd.. Based on this, we expect him to provide valuable opinions and suggestions to the management of the Company from an objective and professional perspective as an Independent Non-executive Director. For the reasons above, the Board has determined that he is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Mr. Hiroyuki Yanagi.
Mr. Hiroyuki Yanagi is a candidate for the position of Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Mr. Hiroyuki Yanagi has served 7 years as a Non-executive Director since his election.
At Mitsubishi Electric Corporation, where Mr. Hiroyuki Yanagi is serving as an Outside Director, inappropriate quality-related practices at several manufacturing sites were discovered in and after April 2021 and was issued a business suspension order and a business improvement order by the Ministry of Internal Affairs and Communications in respect of the Radio Act in March 2023.
Although he was not aware of this fact in advance, which came to light after his appointment as Director of Mitsubishi Electric Corporation in June 2022, he regularly cautioned about the importance of compliance and its thoroughness in the Board, etc. In addition, after the discovery of this fact, he has been fulfilling his responsibilities by instructing measures to prevent recurrence, among others.
The Company has designated Mr. Hiroyuki Yanagi as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about him as an independent officer with the Exchange.
No. 7 Noriko Shiono
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth October 18, 1960 Number of the Company's shares held 13,289 shares Rate of and number of times attending Board Meetings100%
(14 times of 14 meetings)
Profile, title and responsibilitiesAugust 1983 March 2010 January 2014 May 2016 October 2017 March 2018 March 2019 March 2020 January 2024 June 2024 | Joined Japan New Media Co., Ltd. Representative Director, President of SSP Co., Ltd. President and Corporate Officer of Konami Sports & Life Co., Ltd. (currently Konami Sports Co., Ltd.) Chairman, Director of Konami Sports Co., Ltd. President of Widex Japan Non-executive Director of Kirin Company, Limited Strategic Advisor of the Company Non-executive Director of the Company (Present Position) Advisor of Widex Japan Outside Director of JAPAN POST HOLDINGS Co., Ltd. (Present Position) Outside Director of Bengo4.com, Inc. (Present Position) |
Responsible for | Chairperson of the Nomination & Remuneration Advisory Committee |
Outside Director of JAPAN POST HOLDINGS Co., Ltd. Outside Director of Bengo4.com, Inc.
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMs. Noriko Shiono has considerable experience and a wide range of knowledge acquired over many years as a corporate executive. She has exceptional insight in corporate management and marketing based on her specialized expertise in pharmaceuticals and healthcare strategy as a Representative Director, President of SSP Co., Ltd., and as President of Widex Japan, a medical device manufacturer. Based on this, we expect her to provide valuable opinions and suggestions from an objective and professional perspective to the management of the Company as an Independent Non-executive Director, particularly for the Company to grow businesses in Health Science domain. For the reasons above, the Board has determined that she is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Ms. Noriko Shiono.
Ms. Noriko Shiono is a candidate for the position of Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Ms. Noriko Shiono has served 6 years as a Non-executive Director since her election.
Ms. Noriko Shiono was a Non-executive Director of Kirin Company, Limited for 1 year from March 2018 to March 2019.
Japan Post Co., Ltd., a subsidiary of JAPAN POST HOLDINGS Co., Ltd., where Ms. Noriko Shiono serves as an Outside Director, received administrative dispositions from the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) in June 2025, including the revocation of permission for its general motor truck transportation business, in relation to incidents of unperformed roll calls that occurred at post offices. Although she was not aware of the fact in
advance, she regularly cautioned about the importance of compliance and its thoroughness in the Board, etc. In addition, after the discovery of this fact, she has been fulfilling her responsibilities by instructing on measures to prevent recurrence, among others.
The Company has designated Ms. Noriko Shiono as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with the Exchange. If she is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about her as an independent officer with the Exchange. As a result of the abolition of the Board of Directors of Kirin Company, Limited, she assumed the position of Strategic Advisor, which is equivalent to a Non-executive Director of the Company for 1 year from March 2019 to March 2020. The Company has determined that her appointment will not affect the Company's independence.
No. 8 Shinya Katanozaka
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth July 4, 1955 Number of the Company's shares held 2,900 shares Rate of and number of times attending Board Meetings93%
(13 times of 14 meetings)
Profile, title and responsibilitiesApril 1979 April 2013 April 2015 June 2020 April 2022 March 2023 April 2024 | Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANA HOLDINGS INC.) Representative Director, Senior Executive Vice President of ANA HOLDINGS INC. Representative Director, President & Chief Executive Officer of ANA HOLDINGS INC. Outside Director of Tokio Marine Holdings, Inc. (Present Position) Representative Director, Chairman of the Board of Directors of ANA HOLDINGS INC. Non-executive Director of the Company (Present Position) Director of the Board, Chairman of the Board of Directors of ANA HOLDINGS INC. (Present Position) |
Responsible for | Member of the Nomination and Remuneration Advisory Committee |
Director of the Board, Chairman of the Board of Directors, ANA HOLDINGS INC. Outside Director, Tokio Marine Holdings, Inc.
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMr. Shinya Katanozaka has considerable experience and a wide range of knowledge acquired over many years as a corporate executive. He has exceptional insight in promoting internationalization of management and diversity, fostering new businesses, brand strategy, and human resources and organization through his experience as a Representative Director, President & Chief Executive Officer, and Chairman of the Board of Directors of ANA HOLDINGS INC. Based on this, we expect him to provide valuable opinions and suggestions from an objective and professional perspective to the management of the Company as an Independent Non-executive Director. For the reasons above, the Board has determined that he is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Mr. Shinya Katanozaka.
Mr. Shinya Katanozaka is a candidate for the position of Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Mr. Shinya Katanozaka has served 3 years as a Non-executive Director since his election.
Tokio Marine & Nichido Fire Insurance Co., Ltd., a subsidiary of Tokio Marine Holdings, Inc., where Mr. Shinya Katanozaka serves as an outside director, was issued a business improvement order from the Financial Services Agency in respect of the Insurance Business Act due to the adjustments of insurance premium with other companies, etc. in December 2023, and was issued a written cease and desist order and a written surcharge payment order from the Fair Trade Commission pursuant to the
Act on Prohibition of Private Monopolization and Maintenance of Fair Trade in November 2024. Furthermore, in March 2025, the company was issued a business improvement order from the Financial Services Agency in respect of the Insurance Business Act due to leaking customer information, etc. Although he was not aware of the fact in advance, he regularly cautioned about the importance of compliance and its thoroughness in the Board, etc. In addition, after the discovery of this fact, he has been fulfilling his responsibilities by instructing measures to prevent recurrence, among others.
The Company has designated Mr. Shinya Katanozaka as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about him as an independent officer with the Exchange.
No. 9 Yoshiko Ando
Candidate for Independent Officer
Candidate for Non-executive Director
Candidate for Reelection
Date of birth March 17, 1959 Number of the Company's shares held 9,300 shares Rate of and number of times attending Board Meetings
93%
(13 times of 14 meetings)
Profile, title and responsibilitiesApril 1982 April 2003 July 2006 July 2011 July 2013 July 2014 October 2015 June 2016 July 2017 March 2019 June 2019 June 2020 March 2024 | Entered the Ministry of Labor Lieutenant governor of Shiga Prefecture Director of Equal Employment Policy Div. of Equal Employment, Children and Families Bureau of the Ministry of Health, Labour and Welfare Director-General of the Saitama Labor Bureau of the Ministry of Health, Labour and Welfare Director-General of Industrial Accident Compensation Dept. of Labour Standards Bureau of the Ministry of Health, Labour and Welfare Director-General of Equal Employment, Children and Families Bureau of the Ministry of Health, Labour and Welfare Director-General for Labour Policy Planning of the Ministry of Health, Labour and Welfare Director-General for Statistics and Information Policy of the Ministry of Health, Labour and Welfare Director-General for Human Resources Development of the Ministry of Health, Labour and Welfare Audit & Supervisory Board Member of the Company Outside Director of Sansei Technologies, Inc. (Present Position) Outside Director of JFE Holdings, Inc. (Present Position) Non-executive Director of the Company (Present Position) |
Responsible for | Member of Nomination and Remuneration Advisory Committee |
Outside Director of Sansei Technologies, Inc. Outside Director of JFE Holdings, Inc.
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMs. Yoshiko Ando, as a government official, has been engaged over many years in policy planning in labor administration and has highly specialized expertise, considerable experience, and a high level of insight in a wide range of fields of employment and labor including promotion of women's participation and advancement. Based on this, we expect her to provide valuable opinions and suggestions to the management of the Company from an objective and professional perspective as an Independent Non-executive Director. For the reasons above, the Board has
determined that she is a suitable candidate to oversee business execution of the Company toward
continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Ms. Yoshiko Ando.
Ms. Yoshiko Ando is a candidate for the position of a Non-executive Director.
Ms. Yoshiko Ando has never been involved in the management of a company except for serving as a Non-executive Director or an Audit & Supervisory Board Member. However, as stated in the reasons for nomination above, the Company believes that she will be able to appropriately execute her duties as a Non-executive Director.
Ms. Yoshiko Ando was an Audit & Supervisory Board Member of the Company for 5 years from March 2019 to March 2024.
As of the close of this Ordinary General Meeting of Shareholders, Ms. Yoshiko Ando has served 2 years as a Non-executive Director since her election.
The Company has designated Ms. Yoshiko Ando as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with the Exchange. If she is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about her as an independent officer with the Exchange.
No. 10 Shingo Konomoto
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth February 11, 1960 Number of the Company's shares held 300 shares Rate of and number of times attending Board Meetings100%
(12 times of 12 meetings)
Profile, title and responsibilitiesApril 1985
June 2015
April 2016
June 2019
April 2024
June 2024
March 2025
Joined Nomura Research Institute, Ltd.
Representative Director, Senior Executive Managing Director of Nomura Research Institute, Ltd.
Representative Director, President & CEO of Nomura Research Institute, Ltd.
Representative Director, Chairman of the Board of Directors and President & CEO of Nomura Research Institute, Ltd.
Representative Director, Chairman of the Board of Directors of Nomura Research Institute, Ltd.
Director of the Board, Chairman of the Board of Directors of Nomura Research Institute, Ltd. (Present Position)
Outside Director of Sony Group Corporation (Present Position) Non-executive Director of the Company (Present Position)
Significant positions concurrently held at other companies and organizationsDirector of the Board, Chairman of the Board of Directors of Nomura Research Institute, Ltd. Outside Director of Sony Group Corporation
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMr. Shingo Konomoto has considerable experience and a wide range of knowledge acquired over many years as a corporate executive. He has exceptional insight in overseas businesses, M&A, IR, and ICT/DX through his experience as Representative Director, President & CEO and Chairman of the Board of Directors of Nomura Research Institute, Ltd. Based on this, we expect him to provide valuable opinions and suggestions from an objective and professional perspective to the management of the Company as an Independent Non-executive Director. For the reasons above, the Board has determined that he is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Mr. Shingo Konomoto.
Mr. Shingo Konomoto is a candidate for the position of Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Mr. Shingo Konomoto has served 1 year as a Non-executive Director since his election.
As for the attendance at the Board Meetings, the Board Meetings applicable to him are only those that were held after his appointment on March 28, 2025.
The Company has designated Mr. Shingo Konomoto as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the Exchange. If he is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about him as an independent officer with the Exchange. Although there is a payment of outsourcing fees by the Company and subsidiaries of the Company to Nomura
Research Institute, Ltd., where he serves as Director of the Board and Chairman of the Board of Directors, the amount of payment to Nomura Research Institute, Ltd. during this fiscal year is less than 1% of its consolidated revenue. Therefore, we believe that Mr. Shingo Konomoto has sufficient independence where there is no possibility of conflict of interests with general shareholders.
No. 11 Naoko Mikami
Candidate for Reelection
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth March 12, 1961 Number of the Company's shares held 400 shares Rate of and number of times attending Board Meetings100%
(12 times of 12 meetings)
Profile, title and responsibilitiesApril 1983 | Joined Ajinomoto Co., Inc. |
January 2010 | Joined C'BON COSMETICS Co., Ltd. |
June 2019 June 2021 | Representative Director, Vice President, Executive Officer of C'BON COSMETICS Co., Ltd Outside Director of Showa Sangyo Co., Ltd. (Present Position) |
March 2022 | Outside Director of Earth Corporation (Present Position) |
March 2024 | Outside Director of Kuraray Co., Ltd. (Present Position) |
March 2025 | Non-executive Director of the Company (Present Position) |
Outside Director of Showa Sangyo Co., Ltd. Outside Director of Earth Corporation Outside Director of Kuraray Co., Ltd.
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMs. Naoko Mikami has considerable experience and a wide range of knowledge acquired over many years as a corporate executive in health science-related companies. She has exceptional insight in research and production areas, and cosmetics business. Based on this, we expect her to provide valuable opinions and suggestions from an objective and professional perspective to the management of the Company as an Independent Non-executive Director. For the reasons above, the Board has determined that she is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Ms. Naoko Mikami.
Ms. Naoko Mikami is a candidate for the position of Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Ms. Naoko Mikami has served 1 year as a Non-executive Director since her election.
As for the attendance at the Board Meetings, the Board Meetings applicable to her are only those that were held after her appointment on March 28, 2025.
The Company has designated Ms. Naoko Mikami as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., and filed a notification about her with the Exchange. If she is reappointed as a Non-executive Director of the Board, the Company will continuously file a notification about her as an independent officer with the Exchange.
No. 12 Kenichi Fujinawa
New Candidate
Candidate for Non-executive Director
Candidate for Independent Officer
Date of birth February 18, 1955 Number of the Company's shares held 0 shares Rate of and number of times attending Board Meetings100%
(14 times of 14 meetings)
Profile, title and responsibilitiesApril 1980 October 1988 | Registered as lawyer in Japan Joined Nagashima & Ohno Partner of Nagashima Ohno |
January 2000 | Partner of Nagashima Ohno & Tsunematsu |
January 2004 | Managing Partner of Nagashima Ohno & Tsunematsu |
January 2015 | Chairman of Nagashima Ohno & Tsunematsu |
January 2020 | Senior Council of Nagashima Ohno & Tsunematsu |
March 2022 | Audit & Supervisory Board Member of the Company (Present Position) |
January 2025 | Established Fujinawa Law Office, Attorney at Law (Present Position) |
Attorney at Law, Fujinawa Law Office
Reasons for nomination as a candidate for Non-executive Director and outline of expected rolesMr. Kenichi Fujinawa served as a Managing Partner and Chairman of a major law firm for many years as an attorney, and has highly specialized expertise and a wealth of experience in corporate legal affairs overall, centering on M&A, international transactions and corporate governance. In addition, as an Independent Audit & Supervisory Board Member of the Company, he has properly audited business execution of the Directors of the Company through his activities such as making instructive statements from an objective standpoint at the Board Meetings and Audit & Supervisory Board Meetings. Based on this, we expect him to provide valuable opinions and suggestions to the management of the Company from an objective and professional perspective as an Independent Non-executive Director. For the reasons above, the Board has determined that he is a suitable candidate to oversee business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Mr. Kenichi Fujinawa.
Mr. Kenichi Fujinawa is a candidate for the position of Non-executive Director.
Mr. Kenichi Fujinawa has never been involved in the management of a company except for serving as a Non-executive Director or an Audit & Supervisory Board Member. However, as stated in the reasons for nomination above, the Company believes that he will be able to appropriately execute his duties as a Non-executive Director.
As of the close of this Ordinary General Meeting of Shareholders, Mr. Kenichi Fujinawa has served 4 years as an Audit & Supervisory Board Member since his election. He is scheduled to resign from the position of Audit & Supervisory Board Member upon the close of this Ordinary General Meeting of Shareholders due to the expiration of his term of office.
As for the attendance at the Board Meetings, the attendance applicable to him refers to the Board Meetings he attended as an Audit & Supervisory Board Member.
The Company has designated Mr. Kenichi Fujinawa as an independent officer in accordance with the
provisions of the Tokyo Stock Exchange, Inc., and filed a notification about him with the Exchange. If he is elected and appointed as a Non-executive Director of the Board, the Company will continuously file a notification about him as an independent officer with the Exchange. Although there are transactions regarding legal advice between the Company and Nagashima Ohno & Tsunematsu Law Firm, where he served as Managing Partner and Chairman until December 2019, the amount of payment to the law firm during this fiscal year is less than 1% of the total revenue of the law firm. Therefore, we believe that he has sufficient independence where there is no possibility of conflict of interests with general shareholders.
Contracts for Limitation of LiabilityPursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into agreements with Mr. Hiroyuki Yanagi, Ms. Noriko Shiono, Mr. Shinya Katanozaka, Ms. Yoshiko Ando, Mr. Shingo Konomoto, Ms. Naoko Mikami and Mr. Kenichi Fujinawa to limit their liability under Article 423, paragraph 1 of the Companies Act, and the maximum amount of liability under such agreements is the minimum liability amount stipulated by Article 425, paragraph 1 of the Companies Act. If each of them is elected and assumes office as Director of the Board, the Company plans to continue such agreements.
Indemnification AgreementPursuant to Article 430-2, paragraph 1 of the Companies Act, the Company has entered into indemnification agreements with Mr. Yoshinori Isozaki, Mr. Takeshi Minakata, Ms. Junko Tsuboi, Mr. Toru Yoshimura, Mr. Shinjiro Akieda, Mr. Hiroyuki Yanagi, Ms. Noriko Shiono, Mr. Shinya Katanozaka, Ms. Yoshiko Ando, Mr. Shingo Konomoto, Ms. Naoko Mikami and Mr. Kenichi Fujinawa under which the Company will indemnify each of them for the expenses referred to in Article 430-2, paragraph 1, item (i) of the Companies Act and the losses referred to in item (ii) of the same paragraph to the extent permitted by laws and regulations. If each of them is elected and assumes office as Director of the Board, the Company plans to continue such agreements.
Directors and Officers Liability Insurance ContractsThe Company has entered into Directors and Officers liability insurance contracts with an insurance company as provided in Article 430-3, paragraph 1 of the Companies Act (hereinafter referred to as "D&O Insurance"), wherein the insured persons include Directors of the Board, Audit & Supervisory Board Members, Executive Officers, etc. of the Company and its subsidiaries. An outline of the contents of the D&O Insurance is as described on page 65.
If each candidate is elected and assumes office as Director of the Board, all the Directors of the Board will be insured by the D&O insurance.
The term of the D&O insurance is 1 year and it is scheduled to be renewed by resolution of the Board prior to the expiration of the term.
Proposal No. 3: Election of two (2) Audit & Supervisory Board MembersUpon the close of this Ordinary General Meeting of Shareholders, the terms of office of Audit & Supervisory Board Members Mr. Shobu Nishitani and Mr. Kenichi Fujinawa will expire.
Accordingly, shareholders are requested to elect two (2) Audit & Supervisory Board Members. This proposal has already obtained consent of the Audit & Supervisory Board.
The candidates for the positions of Audit & Supervisory Board Member are as follows: No. 1 Hajime Kobayashi
New Candidate Date of birth July 5, 1965(Age: 60)
Number of the Company's shares held 13,036 shares Profile and titleSignificant positions concurrently held at other companies and organizationsApril 1989
Joined the Company
April 2011
Director of Planning Dept. of Interfood Shareholding Company
March 2020
General Manager of Internal Audit Dept. of the Company
March 2022
March 2024
Executive Officer, General Manager of Internal Audit Dept. of the
Company
Outside Audit & Supervisory Board Member (Full-time) of Kyowa Kirin Co., Ltd. (Present Position)
Outside Audit & Supervisory Board Member (Full-time) of Kyowa Kirin Co., Ltd.
Reasons for nomination as a candidate for Audit & Supervisory Board MemberMr. Hajime Kobayashi has worked in the areas of finance, accounting, overseas business, and internal audit at the Company and its subsidiaries since he joined the Company, and has considerable business experience and deep insight in finance and accounting, etc. In 2022, he assumed office as General Manager of Internal Audit Department of the Company, and since 2024, he has served as Outside Audit & Supervisory Board Member (Full-time) of Kyowa Kirin Co., Ltd., appropriately fulfilling his respective roles. For the reasons above, the Board has determined that he is a suitable candidate to audit business execution of the Directors of the Board toward continuous improvement of corporate value as an Audit & Supervisory Board Member.
Notes:No conflict of interests exists between the Company and Mr. Hajime Kobayashi.
If Mr. Hajime Kobayashi is elected and appointed as an Audit & Supervisory Board Member, he is scheduled to be selected as a Standing Audit & Supervisory Board Member at the Audit & Supervisory Board meeting to be held after the close of this Ordinary General Meeting of Shareholders.
Mr. Hajime Kobayashi is scheduled to resign from the position of Audit & Supervisory Board Member of Kyowa Kirin Co., Ltd. upon the close of the 103rd Ordinary General Meeting of Shareholders of Kyowa Kirin Co., Ltd. to be held in March 2026.
No. 2 Tim Lester
Profile and titleNew Candidate
Candidate for Audit & Supervisory Board Member
Candidate for Independent Officer
Date of birth August 9, 1968
(Age 57)
Number of the Company's shares held 0 sharesSeptember 1992 August 1993 | Joined Parker & Parker Law Firm (now Herbert Smith Freehills Kramer Law Firm) Registered as a lawyer in Western Australia |
June 1995 | Joined Hogan Lovells Law Firm |
February 1996 March 2004 | Registered as a lawyer in England and Wales; registered as a lawyer in Hong Kong Managing Partner, Hogan Lovells (Tokyo Office) |
March 2008 March 2015 | Joined Allens Law Firm Corporate Finance and Japan Practice Partner at the same firm Managing Partner, Hogan Lovells (Sydney & Perth Offices) |
April 2019 April 2025 | Established Jameson Boyce Partners Pty Ltd. Chairman of the Board of Directors (Present Position) Director, Bia Energy Solutions Ltd (Present Position) |
Chairman of the Board of Directors of Jameson Boyce Partners Pty Ltd Director of Bia Energy Solutions Ltd
Reasons for nomination as a candidate for Audit & Supervisory Board MemberMr. Tim Lester has considerable international experience in Australia and Asia including Japan and exceptional insight in corporate governance, government relations, trade and investment and international transactions acquired as a lawyer, board director and as a corporate advisor. In addition, since he has served as Director of Australia Japan Business Co-operation Committee (AJBCC) over many years, and recently he serves as Chair of Clean Energy Transition Committee of AJBCC, he has a deep understanding of the economies and markets of Japan and other Asia-Pacific countries, and has built an expansive network. Based on this, we expect him to provide valuable opinions and suggestions from an objective and professional perspective to the management of the Company as an Independent Audit & Supervisory Board Member. For the reasons above, the Board has determined that he is a suitable candidate to audit business execution of the Company toward continuous improvement of corporate value.
Notes:No conflict of interests exists between the Company and Mr. Tim Lester.
Mr. Tim Lester is a candidate for Audit & Supervisory Board Member.
If Mr. Tim Lester is elected and appointed as an Audit & Supervisory Board Member, the Company will designate him as an independent officer in accordance with the provisions of the Tokyo Stock Exchange, Inc., etc., and file a notification about him with the Exchange.
Mr. Tim Lester's name will be shown as "Timothy David Baird Lester" in the commercial registration.
If Mr. Hajime Kobayashi and Mr. Tim Lester are elected and assume office as Audit & Supervisory Board Members, the Company plans to enter into agreements with each of them, pursuant to Article 427, paragraph 1 of the Companies Act, to limit the liability for damages stipulated in Article 423, paragraph 1 of the Companies Act. The liability limit based on the contract is the minimum liability amount stipulated in Article 425, paragraph 1 of the Companies Act.
Indemnification AgreementIf Mr. Hajime Kobayashi and Mr. Tim Lester are elected and assume office as Audit & Supervisory Board Members, the Company plans to enter into indemnification agreements with each of them pursuant to Article 430-2, paragraph 1 of the Companies Act, under which the Company will indemnify each of them for the expenses referred to in item (i) of the same paragraph and the losses referred to in item (ii) of the same paragraph to the extent permitted by laws and regulations.
Directors and Officers Liability Insurance ContractsThe Company has entered into Directors and Officers liability insurance contracts with an insurance company as provided in Article 430-3, paragraph 1 of the Companies Act (hereinafter referred to as "D&O Insurance"), wherein the insured persons include Directors of the Board, Audit & Supervisory Board Members, Executive Officers, etc. of the Company and its subsidiaries. An outline of the contents of the D&O Insurance is as described on page 65.
If each candidate is elected and assumes office as Audit & Supervisory Board Member, all the Audit& Supervisory Board Members will be insured by the D&O insurance.
The term of the D&O insurance is 1 year and it is scheduled to be renewed by resolution of the Board prior to the expiration of the term.
(Reference)
Major Reorganizations of the Company
In July 2007, the Company changed its former name, Kirin Brewery Company, Limited, to Kirin Holdings Company, Limited, and became a pure holding company, while the Company's domestic alcoholic beverages business was transferred to a separate company through a corporate split. The separate company was renamed Kirin Brewery Company, Limited.
In January 2013, the administration function of the Japan Integrated Beverages Business of the Company was transferred to Kirin Company, Limited, through a corporate split. Kirin Company, Limited was liquidated in July 2019 as a result of an absorption-type merger, whereby the Company became only surviving entity.
