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Kirin Group Driving Long-Term, Sustainable Growth March 9, 2020 Kirin Holdings Company, Limited

Kirin Group Driving Long-Term, Sustainable Growth...*The outer circle : composition ratio of revenue *The inner circle : composition ratio of operating profit *Since the second quarter

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Kirin Group

Driving Long-Term, Sustainable Growth

March 9, 2020

Kirin Holdings Company, Limited

© Kirin Holdings Company, Limited 2

1. Executive Summary

2. Proven Track Record

3. Kirin's Core Values and Strategy

4. Robust Capital Allocation Policy

5. Long-Term Value Creation Initiatives

6. Strengthening Governance

7. Highly Qualified and Experienced Nominees to Lead Kirin

8. To Realise Kirin's Sustainable Growth

Table of Contents

© Kirin Holdings Company, Limited 3

Kirin Holdings Corporate Overview

Name Kirin Holdings Company, Limited

(Stock Code:2503)

Founded February 23, 1907

Headquarter 10-2, Nakano 4-chome, Nakano-ku,

Tokyo

Representative Yoshinori Isozaki

President and CEO

Market Cap JPY 1,839.5 bn (As of Mar 2, 2020)

Corporate Policy

Business Portfolio

Japan Beer and Spirits

Kirin Brewery

Japan Non-Alcoholic

Beverages

Kirin Beverage Oceania Integrated

Beverages

Lion

Pharmaceuticals

Kyowa Kirin

Others

Kyowa Hakko Bio, Mercian,

Myanmar Brewery,

Coke Northeast,

Koiwai Dairy Products etc

(Note) *The pie chart is based on the segment information as of FY2019 *The outer circle : composition ratio of revenue *The inner circle : composition ratio of operating profit *Since the second quarter FY2019, Kyowa Hakko Bio is classified in "Others"

FY2019

Revenue

JPY 1,941bn

Normalized operating profit

JPY 191bn

© Kirin Holdings Company, Limited 4

Overall structure of KV2027

KV2027 Kirin Group Long-Term Management Vision for 2027

Corporate

philosophy

2027

vision

Outcomes

Strategy

framework

“One KIRIN” Values

KIRIN brings joy to society by crafting food and healthcare products

inspired by the blessings of nature and the insights of our customers.

A global leader in CSV, creating value across our world of Food & Beverages to Pharmaceuticals

Create economic value (Financial targets), create social value (Non- financial targets)

“Passion. Integrity. Diversity.”

Value creation with Society

solving social issues (Health and well-being,

community engagement and the environment)

Organizational

capabilities for

innovation Diversity and inclusion,

culture for innovation

Value creation with Consumers

meeting every consumer’s expectations

by strengthening the bonds

between consumers and the brands

Consumer centric marketing Technology creating trusted

value

ICT accelerating value creation

© Kirin Holdings Company, Limited 5

Overview of KV2027

KV2027 • The Kirin Group has achieved every quantitative target established in the Kirin Group Medium-Term

Business Plan for FY2016-2018 and completed the process of restructuring and revitalizing the Group.

During this period, the Group has been operating in an increasingly volatile business environment, in which

a broad range of social issues have been emerging around the globe that have significant implications for

its business operations. In order for the Group to achieve sustainable growth, the Kirin Group needs to take

its CSV*1 management to a new level, thereby to create greater social and economic value and foster a

collaborative and engaged relationship with society.

• Under these circumstances, the Group has established KV2027, which calls upon the Group to become a

global leader in CSV by 2027 by creating value in domains ranging from food & beverages to

pharmaceuticals. In pursuit of CSV management, the Kirin Group will redouble its efforts to address three

key social issues—“health and well-being,” “community engagement,” and “the environment”—while

continuing to play its role as a responsible alcohol producer. (For details, see the separate February 14 press release

titled “Kirin Group Defines CSV Purpose as its Long-Term Non-Financial Targets”)

• To create value across its world of food & beverages to pharmaceuticals, the Kirin Group will establish

Health Science business*2, and grow them into another core of the Group, by leveraging the organizational

excellence and assets that the Group has amassed over the years. Moreover, the Kirin Group will develop

organizational capabilities for innovation that will translate addressing social issues into its growth

opportunities so as to establish a business portfolio that will ensure sustainable growth of the Group.

*1 Creating Shared Value. It is all about creating value that can be shared with customers and society.

*2 Changed its name from “New businesses bridging pharmaceuticals and food & beverages"

© Kirin Holdings Company, Limited 6

Overview of 2019 MTBP

Basic Policy

Key Initiatives

KPIs

Create a foundation for the Kirin Group aimed at achieving new growth

1. Growth : Achieve profit growth of existing businesses

2. Opportunities : Establish and foster Health Science businesses*

3. Foundation : Strengthen organizational capabilities for innovation

Financial targets Non-financial targets

2019 MTBP Medium-Term Business Plan for FY2019-2021

Normalized EPS : CAGR 5%+

ROIC : 10%+ by FY2021

CSV commitment

Corporate Brand Value

Employee engagement score

*Changed its name from “New businesses bridging pharmaceuticals and food & beverages

© Kirin Holdings Company, Limited 7

Key Initiatives of KV2027

1. Growth : Achieve profit growth of existing businesses

2. Opportunities : Establish and foster Health Science businesses

3. Foundation : Strengthen organizational capabilities for innovation

• The Group will continue to invest in creation of intangible value, such as brand, research and development,

digitalization, and human resources and organizations, in order to achieve sustainable growth.

• The Kirin Group will enhance its organizational capabilities to achieve innovation that will make the most of

the Group’s technical prowess and that will enable us to practice consumer-centric marketing as part of

addressing social issues.

• The Kirin Group will expand the business of high-functioning ingredients and establish a unique business

model by leveraging the Kirin Group’s extensive experience and assets in pharmaceuticals and food &

beverages so as to provide solutions to health issues that have not been addressed.

• The Kirin Group will launch several new businesses that offer products and services tailored to meet the

specific need of individual consumers and will eventually grow them into another core of the Group.

Kirin Brewery / Lion (Beer, Spirits and Wine) / Kirin Beverage / Myanmar Brewery / Kyowa Kirin

2019 MTBP

Executive Summary

© Kirin Holdings Company, Limited 9

Review of 2016 Medium-Term Business Plan (MTBP)

Reached All Targets and Significantly Improved Each Business

Achieved restructuring and revitalization

of low-profit businesses

Kirin Beverage OP margin 1.5%⇒8.2%

Brasil Kirin Divested

Lion (Dairy & Drinks) Divested(Closing expected in

2020 1H)

Achieved all quantitative targets

under the 2016 MTBP

ROE 17.5%

Normalized EPS +12.6%

Consolidate OP 199.3 bn yen

© Kirin Holdings Company, Limited 10

Proven Track Record

Since his appointment in March 2015, Kirin's CEO Yoshinori Isozaki has guided the Company

successfully through its 2016 MTBP and delivered total shareholder returns on both an

absolute and relative basis

55%

18% 19% 20%

32%

45%

Kirin Domestic Peers³ International Peers⁴ TOPIX Index Nikkei 225 Index MSCI World BeveragesIndex

Outperforming Total Shareholder Returns¹

10% 9%

14%

International Peers⁴ Domestic Peers³Kirin

Best-in-Class Return on Equity¹,²

Source: Bloomberg as of March 6, 2020

Notes:

1 From Kirin's CEO Appointment on March 27, 2015 to November 6, 2019, the day prior to public report of FP's demands

2 Average from 2015 to 2019 (CEO Yoshinori Isozaki's tenure)

3 Average. Includes Asahi Group, Sapporo, Suntory Beverage & Food

4 Average. Includes AB InBev, Heineken, Carlsberg, and Molson Coors

© Kirin Holdings Company, Limited 11

7% 2%

29%

International PeersDomestic Peersキリン

Track Record of Commitment to Compelling Capital Returns

30%+ 40%+

Consolidated dividend payout ratio

DPS increased from 38 yen to 65 yen since the CEO’s appointment in 2015. Announced Share

Buybacks of 100bn yen (200bn yen in total) for two consecutive years in 2018 / 2019

Trends in Annual Dividends & Share Buybacks

Annual Dividends

(Left axis / yen)

Share Buybacks

(Right axis / bn yen)

Source: Bloomberg / Factset base

Note:

1 Average from 2015 to 2019 (CEO Yoshinori Isozaki's tenure)

100

80

60

40

20

Dividend Payout Ratio¹

Share Buybacks / Free Cash Flow¹

68%

35% 43%

International PeersDomestic Peersキリン

© Kirin Holdings Company, Limited 12

Robust Capital Allocation Policy

Continuous Commitment to

Shareholder Returns and

Profitable Investments

Dividend Payout Ratio

from 2013 to 2018

Dividend Payout Ratio

from 2019 onwards

Share repurchase in 2018

Amount of share repurchase

announced in 2019

Average ROIC

from 2015 through 2019

Target ROIC

by 2021

30%+

40%+

100bn

yen

100bn

yen

8%

10%+

Operating

Cash Flow

Investment

Cash Flow

Free Cash Flow

1. Stable dividend

2. Growth investment Priority 1: Food

Priority 2: Health Science

3. Share buyback

© Kirin Holdings Company, Limited 13

Our Vision

Become a leading global CSV company and

aim to maximize Social and Economic Value

Economic Value

Social Value

Solving

Social Issues

Sustainable Growth

Maximize

Cash Flows

Achieve

CSV Purpose

© Kirin Holdings Company, Limited 14

Value Creation

Core

competencies Foundations for driving

innovations Consumer centric

marketing expertise

Diversity and inclusion,

culture for innovation

Core technology that assures value creation:

Fermentation & Biotechnology ICT accelerating

value creation

Inn

ova

tion

Pharma Food

Health

Science Food, Health Science

and Pharma are all

core businesses,

relying on Kirin's core

competencies and

sharing synergies in

product development,

channel optimization,

joint-marketing and

many other fields

Kirin Group Is Structured for Sustainable Growth

© Kirin Holdings Company, Limited 15

The Right Strategy for Sustainable Growth

Pharma Food

Health

Science

Innovation Across Food and Pharma

Kirin fully appreciated the challenges and opportunities facing the Company

in 2019 and made key strategic decisions to position itself for sustainable growth

Brewery has been and will continue

to be Kirin's core business, …

…however, recognizing the structural market

challenges Brewery is facing and other mega trends

promoting a healthy society,…

…Kirin leveraged its core competencies

in fermentation and biotechnology and

invested in Health Science businesses,

which have significant synergistic

potential with Food and Pharma

businesses and enable Kirin to meet the

full spectrum of consumer needs

© Kirin Holdings Company, Limited 16

Foundation

Research

Application

Research Merchandise

Development

Manufac-

turing

Sales

Channel

Building a Strong Value Chain in Health Science

Functional evaluation

Masking technology

Beverage development

packaging

EC and

B2B

Pharmaceutical

discovery seeds

Highly proprietary

materials research

Manufacturing technology and

production control engineering

Low-cost fermentation

production technology

Food and

Pharma seeds

Not applicable for pharmaceuticals

Marketing expertise

Formulation

technology

Brand and wholesale

distribution on/offline sales

Building a strong value chain by combining

industry-leading strengths of each business

© Kirin Holdings Company, Limited 17

Kirin's world-leading Fermentation and Biotechnology R&D has

far-reaching innovation capabilities

Kirin Group's Core Competencies and Value Creation

FERMENTATION & BIOTECHNOLOGY

Applications

Products Alcoholic

Beverages

Food Non-alcoholic

Beverages

(PET)

Skincare Food

Supplements

Pharma

Brand

Examples

Alcohol

Fermentation

Functional

Research

Immuno-

logical

science

Micro-

Biological

Control

Aceptic

technology

Functional

Research

Microbial

fermentation

Amino-acid

Fermentation

Microbial

metabolic

control

technology

Bio-

Pharmaceutical

manufacturing

technology

Company

© Kirin Holdings Company, Limited 18

Long-Term Value Creation Initiatives

Food

Pharma

Health

Science

Strengthen core business, invest and expand

► Increase support for "new genre" products and expand Beer and Spirits product portfolio

► Strengthen focus on non-alcoholic and craft beer

► Invest in sugar-free and low-sugar products

Launch global strategic products in the US and Europe, and increase revenues and profits

► Expand indication of Crysvita for adults

► Launch Poteligeo in Europe

Revitalize Kyowa Hakko Bio and Capture Synergies

► Revitalization plan underway with the aim of transforming Kyowa Hakko Bio into a highly profitable

business by 2027

► Significant synergies with FANCL across the whole value chain and expects that these opportunities

will unlock approximately 5.5-7 bn yen in Normalized OP to Kirin in 2024 and grow Health Science

Normalized OP to 15-18bn yen

1

2

3

2018 2021 2027

199.3 bn yen

Medium-term

plan 2016

Medium-term

plan 2019

KV2027 Announced in Feb 2019

CAGR 4〜6%

vs. 2018

Pharma

Health Science

Food

KV2027 Normalized OP Growth

© Kirin Holdings Company, Limited 19

Strengthening Governance

Highly

Independent

Board

• 7 of 12 Directors to be independent, representing 58.3% of the Board – more than 2x the TOPIX average of 28%¹

• Independent Chairman

• All the Non-executive directors meet independent criteria of Tokyo Stock Exchange

Relevant

Expertise

• Track-record in other management roles and directorships at public companies in Japan and internationally

• Capital allocation, strategic alternatives and corporate governance expertise

• Pharmaceuticals, healthcare, and beverage experience

Diverse

Backgrounds

• 2 female nominees (17% of board)

• 2 international nominees (17% of board) with deep cross-border experience

• Diversity compares favourably to TOPIX averages of 6% female representation and 1% international¹

Remuneration

Aligned with Performance

• Proposed changes better align pay with

performance and shareholder value

creation

• Proposed executive remuneration

guidelines will increase ratio of

performance-based pay to total

• Changes introduced by Nomination and

Remuneration Advisory Committee followed

extensive review by external research firm

• Committee continuously monitors industry

best practice and Company performance to

ensure alignment with shareholder value

creation

• Nomination and Remuneration Advisory

Committee composed of majority

independent directors with independent

Committee chairperson

The election of Kirin's proposed candidates and the approval of the new remuneration

system will extensively strengthen Kirin's governance

Kirin has taken action to be a leader in governance in Japan

Note:

1 Average of >1,500 companies with internal auditors out of TOPIX constituent stocks

© Kirin Holdings Company, Limited 20

Strengthening Governance -

Corporate Governance Platform Leading Other Japanese Companies after AGM

Strengthen monitoring functions by increasing the diversity and expertise of Board of

Directors - conduct strategic reviews of investment projects as appropriate

33% 58%

FY2019 FY2020

Total # of Board of Directors

Internal directors

Non-executive directors

Independent directors

(% of Independent directors)

Female

International

9

5

4

3

33%

0

0

12

5

7

7

58%

2

2

Health Science

ESG / Sustainability

Brand Strategy /

Marketing

Overseas business

Finance / Accounting

Priorities for

Enhancing Skillset

* International ** Female

Independent

officer ratio

* Health Science

Chieko Matsuda

Noriko Shiono

Rod Eddington

George Olcott

Noriko Shiono

*

Non-executive Non-executive

** *

* ** * Non-

independent Chairman Chairman

Internal Internal

© Kirin Holdings Company, Limited 21

Diverse Board of Directors Including Non-executive Directors

with Independence

No. Name Independence

1 Yoshinori Isozaki

2 Keisuke Nishimura

3 Toshiya Miyoshi

4 Noriya Yokota

5 Noriaki Kobayashi

6 Shoshi Arakawa

7 Masakatsu Mori

8 Hiroyuki Yanagi

9 Chieko Matsuda

10 Noriko Shiono

11 Rod Eddington

12 George Olcott

Reappoin

tment

New

candid

ate

s

Skill Sets and Independence of the Board of Directors (BOD)

Independent Officers Notification Submitted to TSE

© Kirin Holdings Company, Limited 22

Non-

executive

Directors

Inter-

national

Female

TOPIX Avg.

(> 1,500 companies1)

(market cap. > 1tn yen)

28%

1%

6%

58%

17%

17%

(4/7)

(2/7)

(2/6) (2/9)

(5/9)

<Examples2>

Strengthening Governance -

A Leader in Corporate Governance Structure in Japan Few Japanese companies have governance system more robust than Kirin.

Of companies with corporate auditors, there are only 10 companies in Japan including Kirin that

have 1. a majority of independent Non-executive directors,

2. meaningful international representation on the board and 3. meaningful diversity on the board

Notes:

1 Companies with internal auditors out of TOPIX constituent stocks

2 Based on convocation notice of the latest AGM of each company

(2/9)

© Kirin Holdings Company, Limited 23

Strengthening Governance - Revision of the Amount of Stock /Cash Compensation (Kirin's Views on Shareholder Proposals)

The Board 's views: Against the shareholder proposal on remuneration for directors

Current remuneration

to directors Kirin's proposal

Basic remuneration

and bonus

(monetary

compensation)

950mn yen per year

Of which 80mn yen for

Non-executive Directors

Stock

compensation

Restricted Stock

Compensation System

250mn yen per year

· Excluding Non-

executive Directors

950mn yen per year

Of which 150mn yen for

Non-executive Directors

BIP Trust Scheme

600mn yen per year

· Including delegated

executive officers

· Excluding Non-

executive Directors

Shareholder proposal

600mn yen per year

Of which 80mn yen for Non-executive

Directors

Restricted Stock Compensation System

1,200mn yen per year

· Excluding Non-executive Directors

Highlights

1. Implement a more easy-to-understand incentive structure

2. Raise the maximum amount of remuneration for Non-

executive Directors to 150mn yen with an increase of Non-

executive Directors

1. Does not apply for increasing the

number of Non-executive Directors

2. Restricted Share Compensation

System will remain and may hinder the

introduction of the new remuneration

system deliberated by the Nomination &

Remuneration Advisory Committee

© Kirin Holdings Company, Limited 24

Qualified, Experienced, and Independent New Candidates

• Brings strong management, financial, and corporate

governance expertise

• Professor of Economics and Business Administration at

Tokyo Metropolitan University

• Director of Hitachi Chemical Company, Foster Electric,

and SATO Holdings

• Decades of management consulting experience

including at Booz & Company and Moody’s

• One of Australia’s most experienced and accomplished

business leaders, with deep international expertise

• President of Australia Japan Business Co-operation

Committee

• Former CEO of Cathay Pacific Airways, Executive

Chairman of Ansett, and CEO of British Airways

• Currently Independent Non–Executive Director and

Chairman of Lion Pty Ltd

• Valuable expertise in health sciences and

pharmaceuticals

• Representative Director of pharmaceuticals

manufacturer SSP Co. and President of medical device

manufacturer Widex Japan

• Relevant corporate strategy and marketing experience

having served as President of Konami Sports, an

operator of fitness clubs and manufacturer and seller of

fitness equipment and sports-related products

• Decades of experience in finance and corporate

governance

• Independent Non-Executive Director of leading

Japanese companies Hitachi Chemical, DENSO

Corporation, and Dai-ichi Life Holdings

• Guest Professor, Keio University, Faculty of Business

and Commerce

• Former director of Nippon Sheet Glass and NKSJ

Holdings

• Former Managing Director, Equity Capital Market, SBC

Warburg Tokyo (now UBS Investment Bank)

Chieko Matsuda Noriko Shiono

Sir Rod Eddington George Olcott

Female Female Health Science

International

International

© Kirin Holdings Company, Limited 25

Strong Board of Directors

Toshiya Miyoshi

Masakatsu Mori

Sir Rod Eddington

Director of the Board, Senior

Executive Officer

Personnel & General Affairs

Strategy

Age: 61 | 5 years in office

Non-Executive Director,

Chairman of the Board

Outside Audit and Supervisory

Board Member of the

Company

Senior Advisor of International

University of Japan

Age: 73 | 1 year in service

Age: 70

Noriaki Kobayashi

Hiroyuki Yanagi

George Olcott

Director of the Board, Senior

Executive Officer

R&D Strategy; Quality

Assurance; Health Strategy

Age: 60 | 1 year in office

Non-Executive Director,

Chairman of the Board

Chairman and Representative

Director of Yamaha Motor Co.,

Ltd.

Age: 65 | 1 year in service

Age: 64

Yoshinori Isozaki

Noriya Yokota

Chieko Matsuda

President & Chief Executive

Officer

Former President & CEO of

Kirin Brewery Company;

assumed current role in

March 2015

Age: 66 | 5 years in office

Director of the Board, Senior

Executive Officer & Chief

Financial Officer

Financial Strategy; IR

Strategy; IT Strategy;

Business Process

Reengineering

Age: 59 | 2 years in office

Age: 55

Keisuke Nishimura

Shoshi Arakawa

Noriko Shiono

Representative Director of the

Board, Senior Executive Vice

President

Business Alliance and

Investment Strategy;

Overseas Business; Global

Craft Beer Strategy

Age: 63 | 8 years in office

Non-Executive Director,

Chairman of the Nomination

and Remuneration Advisory

Committee

Former Chairman of the Board

of Bridgestone Corporation

Age: 75 | 5 year in service

Age: 59

Candidate for Reelection New Candidate Independent Average tenure of independent directors: 3.5 years

© Kirin Holdings Company, Limited 26

Members of Kirin’s Board and management team met with FP on numerous occasions

since 2014, when FP first invested in Kirin. Throughout this period we have engaged with

FP – listening to and fully considering their thoughts

Given the constructive dialogue between Kirin and FP during this period, we find it

unfortunate that FP has repeatedly threatened to make their criticisms public and launch a

proxy contest unless Kirin acquiesced to its demands

Without informing the Company of its intention to speak to media, an FP managing partner

surprisingly conducted an interview with Financial Times published on 6 November 2019

to criticize the Company, stating that “[Kirin] management is determined to proceed in a

direction that destroys value.”

Despite this unproductive public attack, Kirin continued its discussions with FP. In addition

to interviewing director nominees proposed by FP, Kirin’s Board thoroughly reviewed and

discussed each of FP’s proposals before determining they were not in the best interest of

all shareholders

FP again made its grievances public without informing Kirin when it suddenly published a

press release, presentation, Q&A, and website outlining its views on the Company on 18

February 2020 and 5 March 2020

Kirin has Repeatedly Attempted to Engage Constructively with FP

© Kirin Holdings Company, Limited 27

FP's Value Recommendations Considerations Kirin's Strategy for Sustainable Growth

Abandon all non-beer

businesses

Kirin to focus solely on beer business with

no other avenues for sustainable growth

Kirin is committed to growing the beer business but recognizes the structural

market challenges in the market

Leveraging fermentation expertise and invest in Health Science opened an

important venue for sustainable long-term growth

Divest Pharmaceuticals

(Kyowa Kirin)

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kyowa Kirin was created through the merger of Kirin and Kyowa Hakko and

has seen strong organic growth since inception due to innovative

fermentation capabilities and cutting-edge biotechnologies, Kyowa Kirin

remains on track to becoming a Global Specialty Pharmaceutical Company

Kyowa Kirin is an integral part of Kirin's vision with a growing global portfolio

of revolutionary products, driving long-term success from basic research

collaborations targeting disease of brain, kidney, immune system and

intestine

Divest Kyowa Hakko Bio

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kyowa Hakko Bio is a global leading biotechnology company, with its highly

advanced fermentation technology

Kyowa Hakko Bio holds a key role in Kirin's Health Science business,

allowing the Company to capitalize on opportunities in the potential

4.1tn yen Health and Wellness market

Divest FANCL stake

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Sees significant synergies with FANCL across the whole value chain and

expects that these opportunities will unlock approximately 5.5-7 bn yen in

Normalized OP to Kirin in 2024

The Capital and Business Alliance with FANCL completes the foundation of

the Health Science value chain, combining strengths in R&D, merchandise

development, manufacturing and distribution

Divest Japanese Soft

Drinks business

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kirin's portfolio of market-leading soft drink products is well positioned to

address the dynamic tastes of increasingly health conscious domestic

customers

Kirin's Strategy Will Position the Company for Sustainable Growth

1

2

3

4

5

© Kirin Holdings Company, Limited 28

FP's Shareholder Proposals Kirin's View Kirin's Proposals

Repurchase 600bn yen of

shares, to be funded by

proceeds from disposal of

non-core assets

Subject to the sale of all non-beer

businesses, which Kirin views as

integral to the Company's long-term,

sustainable growth

Disruptive to synergies realization plan

currently underway

An exceptionally large-scale share

repurchase along the lines that FP

is proposing could seriously worsen

our financial position and flexibility

going forward

As a top priority, we are creating synergies by leveraging existing assets

Focus on organic growth of the business by fully utilizing our strengths,

such as core fermentation biotechnology, marketing capabilities and

human resources

Execute a disciplined cash allocation with businesses with weaker growth

prospects are appropriately restructured to return maximum profits to

shareholders

Revision of the amount of

remuneration for the

restricted stock

compensation for directors

and Revision of the

amount of remuneration

for directors

FP's proposal has a narrow application

(applicable to only internal directors) with

weak incentive (restricted stock

compensation system)

Kirin's proposed revised remuneration system for Directors and Officers is

applicable to internal directors and executive officers and designed to

closely link remuneration with business performance

Kirin's proposed stock compensation scheme "Board Incentive Plan

Trust Scheme" is stable and efficient, allowing Directors to focus on

key management issues

Appointment of

two directors

Following interviews with FP’s director

nominees and extensive discussion, the

Nomination and Remuneration Advisory

Committee determined FP’s nominees

possessed neither incremental expertise

relative to the current Board and Kirin’s

nominees, nor a sufficient understanding

of Kirin, to warrant their appointments to

the Board

Kirin’s Nomination and Remuneration Advisory Committee has conducted

a rigorous process to identify, interview and select candidates based on

qualities including their diversity, experience, and skillsets relative to the

needs of the Board and the Company.

Kirin's proposed Board refreshment includes four highly qualified,

experienced, and independent candidates

Each Kirin director and director nominee is aware of his or her

responsibility to evaluate important matters, such as company

strategy and capital allocation, with an independent mindset and

challenge policies that are not in the interest of shareholders

Kirin's Board regularly assesses our strategy to ensure it offers the best

path to long-term shareholder value and deliberately fosters open-minded

debate and robust discussion. We fully expect that independent and

rigorous process to continue with the newly installed board

Kirin's Proposals are Beneficial to the Company's Future

1

2

3

4

5

6

Proven Track Record

© Kirin Holdings Company, Limited 30

Review of 2016 Medium-Term Business Plan

Reached Targets

Achieved all 2016 MTBP targets in 2018

▶ Clarified key issues and took decisive actions

▶ Insisted on committed, results-focused management

▶ Engaged closely with all stakeholders, especially shareholders

and investors

Metric Target Result

ROE 15% or more 17.5%

Normalized EPS CAGR 6% or more 12.6%

Consolidated OP 196.0bn yen or more 199.3bn yen

© Kirin Holdings Company, Limited 31

Review of 2016 Medium-Term Business Plan

Significantly Improved Each Business

Kirin Brewery

15.1%

17.4%

19.0% 19.3%

20.8%

2015 2016 2017 2018

27.0%

25.8%

26.4%

27.9%

28.8%

2015 2016 2017 2018

1.5%

4.9%

5.9%

7.6% 8.2%

2015 2016 2017 2018

2.3%

4.0%

3.4% 3.5% 3.6%

2015 2016 2017 2018

Lion (Beer, Spirits & Wine)

Kirin Beverage Lion (Dairy & Drinks)

Myanmar Brewery

Brasil Kirin

2018

Guidance

17.0%

2018

Results

20.8% * Excluding liquor tax

FY2015

27.0%

2018

Results

28.6%

2018

Guidance

3.0%

2018

Results

8.2% 2018

Guidance

5.0%

2018

Results

3.6%

2018 Guidance: Achieve profit in 2019

2018 Guidance: Maintain market position &

capture share of market growth

2018 Results: Acquired a market share of approx. 80%

Increased production facilities

Transfer of all shares

completed

J-GAAP

OPM

IFRS

Normalized OPM

1.Beer business: Invest, strengthen and grow profit base

Decision

made to sell

business

Launched global products: Crysvita in Europe and the US, and POTELIGEO in the US

Kyowa Hakko Kirin

3.Pharmaceuticals & Bio-chemicals businesses: Invest to achieve outstanding growth

2.Low-profit businesses: Restructure, revitalize

© Kirin Holdings Company, Limited 32

Proven Track Record

Since his appointment in March 2015, Kirin's CEO Yoshinori Isozaki has guided the Company

successfully through its 2016 MTBP and delivered total shareholder returns on both an

absolute and relative basis

55%

18% 19% 20%

32%

45%

Kirin Domestic Peers³ International Peers⁴ TOPIX Index Nikkei 225 Index MSCI World BeveragesIndex

Outperforming Total Shareholder Returns¹

10% 9%

14%

International Peers⁴ Domestic Peers³Kirin

Best-in-Class Return on Equity¹,²

Source: Bloomberg as of March 6, 2020

Notes:

1 From Kirin's CEO Appointment on March 27, 2015 to November 6, 2019, the day prior to public report of FP's demands

2 Average from 2015 to 2019 (CEO Yoshinori Isozaki's tenure)

3 Average. Includes Asahi Group, Sapporo, Suntory Beverage & Food

4 Average. Includes AB InBev, Heineken, Carlsberg, and Molson Coors

© Kirin Holdings Company, Limited 33

8x

9x

10x

11x

12x

13x

14x

Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20

Kirin Holdings Domestic Peers¹ International Peers²

Valuation Evolution

EV / NTM EBITDA Since the Appointment of CEO Isozaki

Source: FactSet as of March 6, 2020

Notes:

1 Includes Asahi Group, Sapporo, Suntory Beverage & Food

2 Median. Includes AB InBev, Heineken, Carlsberg, and Molson Coors

3 The day prior to public report of FP's demands

Kirin's EV/EBITDA has largely outperformed domestic peers and

has been closing the valuation gap with international peers

1

10.1x

9.3x

8.4x

November 6: Unaffected Date3

11.4x

10.4x

9.7x

© Kirin Holdings Company, Limited 34

FY2019 Results – Progress and Achievements of MTBP

Food Alcoholic and

Non-Alcoholic

Beverages

Pharma

Health

Science

Solid growth in existing businesses in the 1st year of MTBP.

Delivered as promised

Strengthen profitability

▶ Established strong brand

equity and profit base in Japan

▶ Expanded value-added

categories to overseas,

e.g. craft beer

Drive rapid growth

Launch and develop

▶ Maximized value of global

strategic products

▶ Expanded pipeline through

development of new products

▶ Strengthened development of

high-function materials

▶ Built unique Kirin business

model

Kirin Brewery

Kirin Beverage

Myanmar Brewery

Profit up for 4th consecutive year

Profit up for 5th consecutive year

Profit up for 3rd consecutive year after acquisition

2018

2018

2018 2019

April

2019

September

2019

© Kirin Holdings Company, Limited 35

2019 Was a Challenging Year

As of the Unaffected Date, despite Kirin's outperformance on a mid- and long-term basis to

domestic and international peers, Kirin's 1-year TSR underperformed peers and indices

Kirin TSR Relative to Domestic Peers Median

(24%)

27%

57%

40%

1-Year 3-Year 5-Year CEO Tenure¹

Kirin TSR Relative to International Peers Median

(27%)

26%

50% 45%

1-Year 3-Year 5-Year CEO Tenure¹

Kirin TSR Relative to MSCI World Beverages Index

(25%)

(2%)

31%

11%

1-Year 3-Year 5-Year CEO Tenure¹

Kirin TSR Relative to TOPIX Index

(18%)

(4%)

40% 35%

1-Year 3-Year 5-Year CEO Tenure¹

Source: Bloomberg as of March 6, 2020

Note:

1 From Kirin's CEO Appointment on March 27, 2015 to November 6, 2019, the day prior to public report of FP's demands

© Kirin Holdings Company, Limited 36

80

90

100

110

120

130

140

150

Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20

Kirin Holdings Domestic Peers¹ US Peers² Europe Peers³ TOPIX

Share Price Performance Since 2019

Kirin has taken actions to address market concerns underscoring share price's underperformance in 2019.

Kirin has outperformed "pure" beer players with strong presence in the US (the largest beer market) who have been

suffering volume decline as consumers move to craft beer and other alternatives (Non-alcohol and Hard Seltzer)

Source: FactSet as of March 6, 2020

Notes:

1 Median, includes Asahi Group, Sapporo, Suntory Beverage and Food

2 Median, includes AB InBev and Molson Coors

3 Median, includes Heineken and Carlsberg

Kirin's Price Performance vs Peers — January 1, 2019 to March 6, 2020

Feb. 5: Kyowa Hakko

Bio acquisition

announced

Apr. 26: Lion Dairy &

Drinks cheese asset

sale announced

Feb. 18: FP

announces board

nominees publicly

Jan. 9: Business

Guidelines for

FY19 announced

Nov. 6: Unaffected Date

Feb. 13: Q1 earnings

announced

Feb 14: MTBP and

KV2027 announced

Aug 5: Q2 earnings

announced

Feb. 13:

Q4 earnings

announced

Nov. 7: Q3

earnings, Share

buybacks

announced

Nov. 7 (04:00 JST):

FT article published

describing FP demands

Nov. 25: Sale of

Lion Dairy &

Drinks to China

Mengniu Dairy

announced

Mar 3:

Investor Day

Aug. 6: Purchase of

FANCL minority stake

announced

99.8 96.5

103.2

83.3

121.2

© Kirin Holdings Company, Limited 37

Kirin Has Taken Actions to Address Market Concerns

Concern Kirin's Action

Strategy Investor Day held on March 3, 2020 to provide clarity on the Company's corporate strategy,

business strategy, Health Science business initiative and synergies with FANCL

Operation

Identified operating procedure (SOP) issues at Kyowa Hakko Bio in August 2019 and immediately

took corrective actions

Implemented a revitalization plan with full support of the Group

Synergies with

FANCL

Starting from Q3 2019 result presentation released in November 2019, Kirin continued to provide

details of envisioned synergy potential and realization plan

Synergy realization in progress, having set up four focused sub-committees and conducted 200+

study sessions and meetings thus far

Capital Allocation

Announced the decision to divest Lion Dairy & Drinks in October 2018 and announced the sale in

November 2019

Authorized and executed an opportunistic share repurchase plan of up to 100bn yen in

November 2019 and provided further detail of our capital allocation policy on the Investor Day

Governance Nominated four highly qualified, experienced and independent candidates to the Board

of Directors

Remuneration Provided remuneration plan described to closely link remuneration with business performance

© Kirin Holdings Company, Limited 38

2,200

2,250

2,300

2,350

2,400

2,450

2,500

2,550

2,600

9:00am 10:00am 11:00am 12:00pm 1:00pm 2:00pm 9:00am 10:00am 11:00am 12:00pm 1:00pm 2:00pm 9:00am 10:00am 11:00am 12:00pm 1:00pm 2:00pm 3:00pm

Positive Market Reaction to Kirin's Action

Source: FactSet as of March 6, 2020

Kirin's Share Price Reactions to FT Article and Share Buybacks in November 2019

Nov. 7 (4am JST): FT Article on FP's demands

Nov. 7 (After market close): Kirin's 100bn yen share buyback announcement

Nov. 6th Nov. 7th Nov. 8th

Yen

Japan Standard Time

Kirin's Core Values and Strategy

© Kirin Holdings Company, Limited 40

Become a leading global CSV company and

aim to maximize Social and Economic Value

Economic Value

Social Value

Solving

Social Issues

Sustainable Growth

Maximize

Cash Flows

Achieve

CSV Purpose

Our Vision

© Kirin Holdings Company, Limited 41

Kirin's Main Businesses Prior to 2019

Fermentation and

Biotechnology R&D

Cell culture-based

production technology

Kirin Pharma / Kyowa Hakko Kirin

Since 1982

Revolutionary products

focused on cancer, renal

and immune diseases

Fully established in 2007 as

Kyowa Hakko Kirin,

following the merger

between Kirin Pharma and

Kyowa Hakko Kogyo

Brewery

Since 1907

Kirin's Flagship

#1 Annual

Revenue Contribution

FOOD PHARMACEUTICALS

Beverage

Since 1928

Famous black tea, green tea and

coffee brands in Japan

Lion

Since 2007

Market-leading beer and beverages

brands in Australia and New Zealand

Mercian Myanmar Brewery

Producer and retailer of wine and

other alcoholic beverages in Japan

Leading brewer in Myanmar

with ~80% market share

© Kirin Holdings Company, Limited 42

Strategic Decision in 2019

Leveraging Kirin's Core Competencies

and

Kirin fully appreciated the challenges and opportunities facing the Company

in 2019 and made key strategic decisions to position itself for sustainable growth

Food

Fermentation and

Biotechnology R&D

Cell culture-based

production technology

Assessed High-Potential Market with Synergies

Pharma

Evaluated Core Competencies Faced Structural Challenges

Maturing beer market in

developed countries

Expanding regulations of

alcoholic beverages

Mounting pressure to

implement sugar tax

Global shift towards craft

beers and premium products

Rapidly expanding Health & Wellness Food

market, expected to reach 4.1 trillion yen from

2.4 trillion yen

Multiple applications available –

a strong foundation for growth

Strategic Decision Stake Acquisition

Capital and

Business Alliance

April 2019 September 2019

Investing and Creating Synergies in Health Science

Social trends in Japan

Aging population

Shrinking workforce

Women’s advancement in society

Change in diet and nutrition

Shifting consumer demands

Better quality of life

Preventive healthcare

Healthier products

© Kirin Holdings Company, Limited 43

Leveraging Kirin's Core Competencies

FERMENTATION & BIOTECHNOLOGY

Applications

Products Alcoholic

Beverages

Food Non-alcoholic

Beverages

(PET)

Skincare Food

Supplements

Pharma

Brand

Examples

Alcohol

Fermentation

Functional

Research

Immuno-

logical

science

Micro-

Biological

Control

Aceptic

technology

Functional

Research

Microbial

fermentation

Amino-acid

Fermentation

Microbial

metabolic

control

technology

Bio-

Pharmaceutical

manufacturing

technology

Company

Kirin's world-leading Fermentation and Biotechnology R&D has

far-reaching innovation capabilities

© Kirin Holdings Company, Limited 44

Foundation

Research

Application

Research Merchandise

Development

Manufac-

turing

Sales

Channel

Building a Strong Value Chain in Health Science

Functional evaluation

Masking technology

Beverage development

packaging

EC and

B2B

Pharmaceutical

discovery seeds

Highly proprietary

materials research

Manufacturing technology and

production control engineering

Low-cost fermentation

production technology

Food and

Pharma seeds

Not applicable for pharmaceuticals

Marketing expertise

Formulation

technology

Brand and wholesale

distribution on/offline sales

Building a strong value chain by combining

industry-leading strengths of each business

© Kirin Holdings Company, Limited 45

2,427

0

500

1,000

1,500

2,000

2,500

2011 2012 2013 2014 2015 2016 2017 2018 2019(Prospect)

2020(Forecast)

Health and Wellness Food Market*

(b

n y

en)

H · B Foods Marketing Handbook 2020: №1.№2, Fuji Keiza(co.,Ltd) *Note: Total of health-oriented foods (foods and drinks) and

function-oriented foods (health foods, series supplements)

Health and wellness food market continuing

its expansion toward 2.4tn yen in 2020

Strong Potential in Health and Wellness Market in Japan

© Kirin Holdings Company, Limited 46

Shrinking

workforce

Needs for working

healthy over the

long term (Life-

induced diseases, etc.)

Reserves for

lifestyle-related

diseases

Aging population

Seniors' health

needs

Elderly

Women's social

advancement

Women's health

needs

Working women

Changing diet

and nutrition

Nutritional needs for

younger generation

Younger

generation (under 30 years)

Challenges

Customers

Needs

Solve global social issues by

addressing needs centered around "Health"

Increase corporate value

by solving pressing needs

Challenges and Needs Addressed by Kirin Group

© Kirin Holdings Company, Limited 47

Strong Market Potential by Needs:

4tn+ yen Opportunity in Health and Wellness Market

Key demand1

Percentage of

people is

coping

Percentage of

people who

want to cope

Seniors'

health

needs

Bones and

joints 8.3 x 2.0 16.6

Immunization 6.4 x 2.3 15.0 Blood

circulation 9.4 x 1.8 17.2

Dementia 3.1 x 5.9 18.4

Needs for

working

healthy

over the

long term

(Life-

induced

diseases,

etc.)

Lifestyle-

related

diseases 15.9 x 1.3 20.9

Intestinal

regulation 14.2 x 1.2 16.5

Multi-balance 8.8 x 1.6 14.3

Muscular3 15.5 x 1.6 24.3

Sleep 7.7 x 2.4 18.4

Women's

health

needs

Diet 10.8 x 1.9 20.9

Beauty 9.9 x 1.9 18.9

Nutritional

needs for

younger

generation

Nutrition &

revitalization 8.7 x 2.4 20.7

Liver function 3.0 x 3.4 10.3

Eye Care 15.4 x 1.2 18.6

Hormone 5.9 x 2.1 12.1

Other Oral 10.9 x 1.7 18.4

Others - - -

Market potential 2

402.1bn yen

969.1bn yen

242.1bn yen

409.9bn yen

404.4bn yen

931.6bn yen

yen

1.3tn yen

465.5bn yen

961.6bn yen

451.4bn yen

Total 2.4tn yen 4.1tn yen

Market size and breakdown of 2.4tn yen:

H · B Foods Marketing Handbook 2020 №1.№2,

Fuji Keizai

Market size and breakdown of 4.1tn yen: KIRIN

Note: 1. Excluding small-scale needs

2. If everyone wants to deal with it

3. Sports related food / supplements

Gap Inc.

(Times)

Potential market opportunity to address unmet needs

© Kirin Holdings Company, Limited 48

Immunization

Revitalization

Multi-balance

Lifestyle-related

disease

Diet Beauty

Hormone

Relaxation (Sleep)

Dementia

Eye Care

Oral

Intestinal

regulation

Liver Function

Bones and joints

Muscular

Blood circulation

0

1

2

3

4

5

6

35.0 40.0 45.0 50.0 55.0 60.0 65.0 70.0 75.0

Ga

p

(x

)*

New research areas

Strengths of each company

Degree of

dissatisfaction (%)*

* Degree of dissatisfaction (%):

Percentage of respondents who answered

"neither", "not very satisfied", or "not satisfied"

in the five-scale survey

* Gaps (x):

Percentage of people who want to cope /

Percentage of people is coping

Markets associated with infectious disease and aging population

health needs where Kirin Group can leverage its strengths

100 bn yen

300 bn yen

200 bn yen

Market Size

Image

Source:

- 2019 Kirin Health Cluster Survey

- Market Size Forecast for 2020, H・B Foods Marketing Handbook

2020 №1.№2, Fuji Keizai

Kirin Group's Strengths by Needs

© Kirin Holdings Company, Limited 49

Pharma Food

Health

Science

Food &

Beverages

Supplements

Personalized

Products/

Services

Pharma-

ceuticals

Functional

Foods &

Beverages

Innovation Across Food and Pharma

Kirin's Inter-connected Businesses

© Kirin Holdings Company, Limited 50

Value Creation

Core

competencies Foundations for driving

innovations Consumer centric

marketing expertise

Diversity and inclusion,

culture for innovation

Core technology that assures value creation:

Fermentation & Biotechnology ICT accelerating

value creation

Inn

ova

tion

Pharma Food

Health

Science Food, Health Science

and Pharma are all

core businesses,

relying on Kirin's core

competencies and

sharing synergies in

product development,

channel optimization,

joint-marketing and

many other fields

Kirin Group Is Structured for Sustainable Growth

Robust Capital Allocation Policy

© Kirin Holdings Company, Limited 52

Robust Capital Allocation Policy

Operating

Cash Flow

Investment

Cash Flow

Free Cash Flow

1. Stable dividend

2. Growth investment Priority 1: Food

Priority 2: Health Science

3. Share buyback

© Kirin Holdings Company, Limited 53

Track Record of Commitment to Compelling Capital Returns

30%+ 40%+

Consolidated dividend payout ratio

DPS increased from 38 yen to 65 yen since the CEO’s appointment in 2015. Announced Share

Buybacks of 100bn yen (200bn yen in total) for two consecutive years in 2018 / 2019

Trends in Annual Dividends & Share Buybacks

Annual Dividends

(Left axis / yen)

Share Buybacks

(Right axis / bn yen)

Source: Bloomberg / Factset base

Note:

1 Average from 2015 to 2019 (CEO Yoshinori Isozaki's tenure)

100

80

60

40

20

Dividend Payout Ratio¹

Share Buybacks / Free Cash Flow¹

68%

35% 43%

International PeersDomestic Peersキリン

7% 2%

29%

International PeersDomestic Peersキリン

© Kirin Holdings Company, Limited 54

8.2%

5.9%

7.1%

5.6% 5.1%

6.7%

Kirin Domestic Peers International Peers

Consistent Performance Above Cost of Capital

During CEO's tenure, Kirin has maintained an ROIC above its WACC,

performing ahead of peers

WACC

ROIC

Source: Bloomberg, FactSet as of March 6, 2020

Note:

1 Adjusted NOPAT (excl. asset/goodwill impairments and other major non-recurring expenses) divided by Total Invested Capital (Total Debt plus Total Shareholders Equity plus

other adjustments)

Average ROIC¹ vs. WACC FY2015-2019

The Company is committed to reaching 2019 MTBP Target of 10%+ by 2021

2.6%

Best-in-class

0.8%

0.4%

© Kirin Holdings Company, Limited 55

Strategic Investments in 2019 for Sustainable Growth

Kirin fully appreciated the challenges and opportunities facing the Company

in 2019 and made imperative strategic decisions to position itself for sustainable growth

Str

ate

gic

Co

nsid

era

tio

ns

Strategic

Priority Position Kirin for long-term sustainable growth

Open new growth avenue in Health Science

Portfolio

Criteria

Complementary to Kirin's core competencies in

Fermentation & Biotechnology Various applications and products rooted in

Fermentation & Biotechnology

Shared

Corporate

Values

Committed to solving social issues and contribute

to better quality of life Committed to contributing to the health and

well-being of people around the world

Investm

en

t

Evalu

ati

on

High-Growth

Market Expanding market with strong growth prospect

Rapidly expanding Health & Wellness Food market,

expected to reach 4.1 trillion yen

Business

Strength

Competitive business with clear value proposition

and market-leading position Market leader in integral

pharma ingredients

Market leader in

supplements / beauty

Potential

Synergies

Significant synergies with Kirin's existing

businesses

15-18bn yen of Health Science's Normalized OP,

including 5.5-7.0bn of synergies with FANCL, in 5 years

Stake Acquisition

Capital and

Business Alliance

Long-Term Value Creation Initiatives

© Kirin Holdings Company, Limited 57

Medium-Term Business Plan Progress and Challenges

Strengthen

position in

Craft Beer

market

Tap Marché

exceeds 13,000

locations

Acquired

New Belgium

Brewing in US

Launch new

initiatives

driving

profitability

Rapidly

changing

Beer market

Thoroughly review

the Quality

Assurance structure

Pursue new

synergies

Equity

business

alliance with

FANCL

Establish

Health

Science

platform

Expansion

of Health and

Wellness

markets

(alcohol tax revision,

beer market contraction)

Maintaining progress while addressing potential issues

© Kirin Holdings Company, Limited 58

Value Creation Initiatives

Food Alcoholic and non-

alcoholic Beverages

Pharma

Health

Science

Strengthen core business, invest and expand

► Increase support for "new genre" products and expand Beer and

Spirits product portfolio

► Strengthen focus on non-alcoholic and craft beer

► Invest in sugar-free and low-sugar products

Launch global strategic products in the US and Europe,

and increase revenues and profits

► Expand indication of Crysvita for adults

► Launch Poteligeo in Europe

Revitalize Kyowa Hakko Bio and Capture Synergies

► Revitalization plan underway with the aim of transforming Kyowa

Hakko Bio into a highly profitable business by 2027

► Significant synergies with FANCL across the whole value chain

and expects that these opportunities will unlock approximately

5.5-7 bn yen in Normalized OP to Kirin in 2024 and grow Health

Science Normalized OP to 15-18bn yen

1

2

3

© Kirin Holdings Company, Limited 59

KV2027 Normalized OP Growth

2018 2021 2027

199.3 bn yen

Medium-term

plan 2016

Medium-term

plan 2019

KV2027 Announced in Feb 2019

CAGR

4〜6%

vs. 2018

Pharma

Health Science

Food

© Kirin Holdings Company, Limited 60

Kirin Brewery FY2019 Financial Results

1 Value Creation Initiatives in Food Business

Continued market outperformance with improved revenue and profits

FY2019 Plan

Focus on core products

Year-on-year increase

in revenues and profit with Normalized OP margin of

21.4%

FY2019 Actual Normalized OP (bn yen) / Normalized OP margin

Beer sales volume

Market: appx. -1%

Kirin Brewery: +0.3%

* Revenue excluding liquor tax

*

© Kirin Holdings Company, Limited 61

Kirin Brewery Long-term Management Vision

1 Value Creation Initiatives in Food Business

25% Normalized OP margin by 2027 (based on revenue excluding liquor tax)

Normalized OP (bn yen)/Normalized OP Margin*

84.0

21.2%

2020 2027

25.0%

* Liquor tax excluded Revenue ratio

70.8 71.6

80.9

83.3 84.0

© Kirin Holdings Company, Limited 62

Kirin Beverage 2019 Results / 2020 Plan

Steady results in the first year of the medium-term plan

Enhance sales by investing in sugar-free and

low-sugar categories, including Go-go-no-

kocha and Namacha

Improve container mix by raising ratio of small

PET bottles

Sustainable supply chain (Kirin Gateway,

door-to-door warehouse, SKU optimization)

FY2019 Plan

FY2019 Actual Normalized OP (bn yen) / Normalized OP margin

Existing brands × Sugar-free and

low-sugar

FY2020 Plan

Profit generation through

CSV-centered growth

1 Value Creation Initiatives in Food Business

© Kirin Holdings Company, Limited 63

Lion Pty Limited 2019 Results / 2020 Plan

Aggressive competition in H1 required

additional investment in our brands and

strategic initiatives.

Decrease of Normalized OP is mainly

driven by ongoing additional investment in

our brands and lower recovery of supply

chain costs.

Focus resources on consumers to

grow our brands

Focus on avenues for growth

through Craft in US/UK

Transform our cost base to provide

fuel for growth

Execute the Australia ERP

implementation

FY2019 Plan

Focus on growth categories

FY2019 Actual

Implement global craft beer strategy

Aggressive competition in H1 impacted FY2019 results

FY2020 Plan

1 Value Creation Initiatives in Food Business

Lion will continue to judiciously invest in craft and digital capabilities in FY2020

© Kirin Holdings Company, Limited 64

Kyowa Kirin 2019 Results / 2020 Plan

FY2019 Plan FY2020 Plan Expand indication of Crysvita for adults

Launch Poteligeo in Europe

Maximize value of

global strategic products

FY2019 Actual

New products, such as Crysvita and

Poteligeo, are steadily penetrating US and

European markets

Nourianz launched in the US in October

Increased revenue from technology license

related to Fasenra

Revenue: +34.3bn yen

Normalized OP: +5.0bn yen

KW-6356

Parkinson's Disease

Phase 2

Japan

KHK4083

Atopic dermatitis

Phase 2

International

collaboration

RTA 402

Chronic renal disease

Phase 3

Japan

Revenue: +21.2bn yen

Normalized OP: +8.6bn yen

Major Pipelines

YoY YoY

Value Creation Initiatives in Pharmaceuticals 2

On track with a launch of global strategic products in the US and Europe. In 2020, we

anticipate increases in revenues and profits due to Crysvita expansion and Poteligeo launch

© Kirin Holdings Company, Limited 65

Market Potential of Biopharmaceuticals

Value Creation Initiatives in Pharmaceuticals 2

Small molecules

2000 2024 (Forecast)

Biopharmaceutical share of

the global drug market

8.8% 32.6%

Global sales of

biopharmaceuticals

(Millions of USD)

Biopharmaceuticals

0

100,000

200,000

300,000

400,000

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024

Source: EvaluatePharma® 13 Feb 2020, © Evaluate Ltd

© Kirin Holdings Company, Limited 66

As a provider of amino acids for infusions that are

broadly used in surgery, Kyowa Hakko Bio is

responsible for a major share of global supply.

Kyowa Hakko Bio is the world’s only producer of multiple specialty products

Global leader for amino acids

for infusion

(as part of an oligopoly of

4 companies)

Case

1

As a sole supplier in Japan, Kyowa

Hakko Bio manufactures many

integral ingredients for

pharmaceuticals and infant nutrition

Case

2

FAD Flavin Adenine Dinucleotide Sodium

Pharmaceutical vitamin

applications

ATP Adenosine Triphosphate

Dizzy pharmaceutical

ingredients

Lysine Glutamate

Ingredients for food for infants with phenylketonuria

Treating symptoms of cognitive disability due to the inherent

mobility to metabolize phenylalanine, an essential amino acid

Kyowa Hakko Bio's Integral Position in the Market

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 67

Revitalize and Grow Kyowa Hakko Bio

Achieve business revitalization in two years and complete the transition

to a high-profit business within five years.

Establish a highly profitable product pipeline by 2027

2020 to 2021 Revitalization

2022 to 2024 Transition to

high profitability (Structural improvements)

2025 to 2027 Significant growth

(Expand as a highly

profitable company)

Start-up and stabilize operation of production base (plant in Hofu)

Achieve full compliance with GMP and pharmaceutical regulations

Rebuild production and standard operating procedure (SOP)

Improve production base (Hofu) capacity utilization

Complete development of highly profitable portfolio

Begin increasing overseas production

Capture profits from Human Milk Oligosaccharides

Achieve significant growth by introducing multiple high

proprietary materials to the market utilizing unique

fermentation technology

Capture profits from essential medicines

Capture profits from anti-aging materials

Operating procedure (SOP) issues

were identified in August 2019

It was discovered that some products were not manufactured

as instructed in the Standard Operation Procedure (SOP)

Review quality assurance systems

Educate employees, review procedure manuals, and

automate equipment

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 68

Foundation

Research

Application

Research Merchandise

Development

Manufac-

turing

Sales

Channel

Group Support Framework for Revitalizing Kyowa Hakko Bio

Functional evaluation

Masking technology

Beverage development

packaging

EC and

B2B

Pharmaceutical

discovery seeds

Highly proprietary

materials research

Manufacturing technology and

production control engineering

Low-cost fermentation

production technology

Food and

pharma seeds

Not applicable for pharmaceuticals

Formulation

technology

Brand and wholesale

distribution Online sales

Support

Leverage KIRIN's strengths in production technologies and production

management capabilities to revitalize Kyowa Hakko Bio within two years

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 69

2024 2027

Kyowa Hakko Bio's Significant Growth Potential

Food: Human Milk

Oligosaccharides

Pharma*: essential

medicines

Beauty*: anti-aging

material

(*Conventionally used natural

product extraction method)

15.0bn yen

9.5bn yen

Value drivers

Accelerate efforts to

build high margin

portfolio aiming to

achieve financial

targets ahead of

2024

Margin Improvement Robust growth

Kyowa Hakko Bio’s projected Normalized OP

Kyowa Hakko Bio’s product pipeline expected to include multiple

high-performance materials for food and pharma, generating substantial

profit and robust growth

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 70

Growth Scenario Example: Human Milk Oligosaccharides

Low-cost

Fermentation

Production

technology

Production of

Human Milk Oligosaccharide

(HMO) ingredients

Market size 180.0bn yen in 2030

In-house sales 10.0bn yen by 2027

Normalized OP 2.0bn yen or more

by 2027

What is human milk oligosaccharide (HMO)?

Oligosaccharides are in human breast milk (primarily colostrum). There is

evidence they support immune activation, intestinal protection, prebiotics,

brain function development, etc.

Potential use case of processed HMO through fermentation production

Mixing with powdered milk to improve health of babies

Provide the benefits of breastfeeding beyond childhood (Health and Well-being foods, etc.)

Manufacturing

technology and

production control

Global expansion

in B2B businesses

Expansion in

B2C businesses

With fermentation technology that can be mass-produced at lower cost

than competitors, the company will contribute to the promotion of

healthy lifestyles while maintaining high profit margins

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 71

2015 2016 2017 2018 (Prospect)

Kirin and FANCL Competitive Advantages in Foods with Function Claims (FFC)

No.1

FFC

brand*

No.1

function

al non-

alcohol

beer

brand*

Maintain

and grow

market

share

since

foundation

of FFC

regulation

CAGR:

97.2%

CAGR: 21.8%

CAGR: 67.6%

FANCL and Kirin's Strengths Growth potential of FFC

+

2015 2016 2017 2018

Source: TPC Marketing Research, Nikkei Telecon

FANCL: supplement category, H · B Foods Marketing Handbook Fuji Keizai

※ TPC MARKETING RESEARCH: MARKET ANALYSIS OF FOODS

with FUNCTIONAL PRESENTATION 2019 and INTAGE SRI18/01-2019/10

Calolimit Mets

Total market share of the 2 companies

Kirin Perfect Free

Calolimit

30.5

98.2

185.5

233.8

0

50

100

150

200

250

2015 2016 2017 2018

(bn y

en)

2015 2016 2017 2018 (Prospect)

Kirin is a health food pioneer with strong market share and expertise

1st

in Japan

1st

in Japan

1st

in Japan

1st

in Japan

1st

in Japan

1st

in Japan

1st

in Japan

(Prospect)

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 72

What is Foods with Function Claims (FFC) under Japanese Regulation?

Foods in General Foods with Health Claims

Pharmaceutical

Products /

Quasi-drugs

Food and Health

foods

Foods with

Function Claims

(FFC)

Foods with Nutrient

Function Claims

Foods for Specified

Health Users (FOSHU / Tokuho)

Medicine

Cannot label a

function claim

Can label a

function claim

Scientific evidence on safety / functionality

and trust in the brand are critically important

Growth potential of FFC Unlike FOSHU (or Tokuho), the product is not

individually pre-approved by the Secretary General of

the Consumer Affairs Agency, so operators must

display their labeling at their own risk and based on

scientific evidence from clinical trials.

30.5

98.2

185.5

233.8

0

50

100

150

200

250

2015 2016 2017 2018(

bn y

en)

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 73

Product development

Health and wellness

Joint research

Material and product

development

Skincare

Leverage Kirin

technology and

expertise

Container recycling and

environmental initiatives

Marketing

collaboration

Marketing based on

demographics and

consumer needs

Near, medium, and

long-term initiatives

R&D Health and

Wellness

Channel infrastructure

Channel Infrastructure, Functional

Efficiency (Cost)

1. Channel Infrastructure Synergy

Collaboration of FANCL and Kyowa Hakko Bio on

mail-order / e-commerce channel

Leverage FANCL sales channel for Koiwai Dairy

and Mercian products

Health and wellness management promotion project

Leverage Kirin vending machines (Tappiness)

Introduce mutual distribution and business partners

To streamline value chain (marketing, etc.)

Joint production and distribution

Review procurement

Co-Promotion, co-PR, etc

Mutual utilization of

infrastructure

Exchanges

Promoting mutual

understanding

Employee exchanges

Information exchanges

Seminars and workshops

Install Kirin vending machines

in FANCL facilities

Cross-

Promotion

Kirin’s Initiatives to Create Synergies with FANCL

Four sub-committees exploring immediate synergy initiatives;

Conducted 200+ study sessions and meetings so far

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 74

Capturing Synergies from FANCL Alliance

Value Creation Initiatives in Health Science 3

■ Channel Synergies: 0.5 – 1.0bn yen

Contributions to Kirin Holdings' Normalized OP

5.5~7.0

bn yen

3.0~4.0

bn yen

■ Functional Efficiency Synergies: 2.5 – 3.0bn yen

2024

FANCL synergies to contribute ~5.5 to 7.0bn yen

to Normalized OP by 2024

■ Product Development Synergies: 2.5 – 3.0bn yen

© Kirin Holdings Company, Limited 75

Three Areas of Synergies and Specific Initiatives

① Product

Development

Utilize both companies'

materials and

technologies

Normalized OP 2024 (for Kirin Holdings only)

Beginning in 2020 2021 and beyond

② Channel

Leverage both

companies’

sales chsannels

Leverage brands and

materials to develop in the

food and beverage fields

according to customer needs

Develop supplements through

FANCL and Kirin's channels through

joint research

③ Functional

Efficiency

Improve margins

through cost synergies

Leverage FANCL sales channel

for Kirin's products (Food

domain)

Leverage e-commerce platform and customer data

(Kirin and KHB) to reduce marketing costs by

optimizing marketing spends

Efficient operation of R&D and manufacturing facilities, etc.

+2.5 to 3bn yen

+0.5 to 1bn yen

+2.5 to 3bn yen

Leverage KHB sales channel for

FANCL's products

Leverage FANCL sales channel

of mail-order / e-commerce and

transboundary EC

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 76

2020 2024 2022

2.0bn yen or more

0.0 bn yen (Upfront investment)

10.0bn yen

1.9bn yen

12.5bn yen

2.5bn yen

Revenue synergy for Kirin

Normalized OP

Leveraging FANCL’s brand

and expertise

Seniors' health

needs Muscular / Bone / Blood

circulation / Alertness

Offering

personalized

healthcare

Promoting

business by

offering the

self-health

checking

devises

Leveraging FANCL’s brand and expertise

Needs for working

healthy over the

long term (Life-

induced diseases,

etc.)

Women's health

needs

Nutritional needs

for younger

generation

Other

Key needs

• Bones and joints • Immunization • Blood circulation • Prevention of dementia

• Lifestyle-related diseases

• Digestive regulation • Multi-balance • Muscular • Sleep

• Diet • Skin Care

• Nutrition & revitalization

• Liver function • Eye Care • Hormones

Immunization

Fatigue recovery / Sleep improvement

Improving concentration

Odor reduction • Oral

Major Products Contributing to

Earnings Assumed as of today

supplement

Drinks (Kirin Beer)

Drinks (Kirin Beverage) Supplements

Supplements

Supplements

Supplements

1. Product Development Synergies: Roadmap

New products and supplements utilizing FANCL brands and proprietary materials

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 77

1. Product Development Synergies: Initiatives after Fall 2020

Kirin Beer Kirin Beverage FANCL

Non-alcohol beverage Leverage FANCL brands Utilize proprietary materials

developed by Kirin

Fal l 2020

Joint product development targeting launch in Fall 2020

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 78

B to C development

Kirin Beverage

「naturals」

B to C development

Delivery channel

E-commerce and Direct

sales channel

2020 2024 2022

1.8bn yen

0.2bn yen

4.0bn yen

0.5bn yen

6.0bn yen

0.7bn yen

Revenue synergy for Kirin

Normalized OP

2. Channel Infrastructure Synergies: Roadmap

Utilize Kirin and FANCL's sales and distribution channels to expand customer reach

Mutual utilization of

E-commerce

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 79

<Increase in visitors to FANCL’s

e-commerce site>

Promotions on FANCL’s e-

commerce site that sends

visitors to Kyowa Hakko Bio’s

online store

<Increase in sold products

(SKUs) at KHB>

Develop tailored FANCL

supplements for Kyowa

Hakko Bio’s customers

Reach 3mn people 90% retention rate

Customer

base

Main

Synergies

to Kirin

Main users: Women aged 30-50

No. of active users: 3mn people

% of regular mail order: 50%

Main users: Men aged 60+

No. of active users: 240,000

% of regular mail order: 90% or more

Merchandise

Portfolio

Cosmetics: Approximately 150 products

Supplements: Approximately 110 products Approximately 25 products

Net sales* FANCL Cosmetics: 56.7bn yen

Supplements: 43.9bn yen (same) 8.5bn yen

+ Direct managed

stores

Expand customer base and sales through inclusion of Kirin products at FANCL

stores and mutual utilization of e-commerce channels

2. Channel Infrastructure Synergies: FANCL and KHB

Data as of Mar. 2019, both for FANCL and KHB

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 80

FANCL

(Results for

2019)

13%

KHB+

Kirin Health Science Business

2019 2024

Industry

average

Improved marketing efficiency by

leveraging FANCL’s in-store sales and e-

commerce platform:

Enhancing brand recognition of Kyowa

Hakko Bio while saving marketing costs

Expansion of Kyowa Hakko Bio's

product portfolio (increase in SKUs):

Decrease media buying cost per

customer

Despite high product satisfaction…

Product recognition remains low

Aggressive sales activities targeting new

customers

Media buying cost per active user is high

Small number of SKUs and difficulty in

bundling products

Me

dia

bu

yin

g c

os

t /

Sa

les

Factors behind high Media Buying cost

Cost reductions through collaboration

with FANCL 10%

Normalized OP is

expected to

improve by approx.

over 2 bn yen

40% +

Less than

30%

Reduce Health Science media buying costs by leveraging FANCL’s marketing

platform. Optimize marketing spend per customer by bundling existing products

3. Functional Efficiencies: Cost Synergies Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 81

Product supply

Cost synergy

Launch proprietary products only available

on KHB’s e-commerce site from spring 2021

Production

Outsourcing

Mishima Factory begins

operations in Spring 2021

FANCL’s new manufacturing plant, set to be operational in 2021, will produce

proprietary products for exclusive sale on Kyowa Hakko Bio’s e-commerce site.

We are also evaluating cost-reduction initiatives including development of

National Brand products manufactured by Kyowa Hakko Bio.

3. Functional Efficiencies: Joint Production Facilities Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 82

Realization of Speedy Output (1)

Sales through combined channels

×

Customer referrals from Kirin’s Institutional Sales

Channel (February)

Joint R&D generated outcome

Product Development Synergies in Food (January) Skincare Synergies (January)

Sales exceed

forecast by 2x;

90% of consumers

were new to

FANCL

With their strong

reputation,

enriched

vegetables

will be included in

the regular menu in

the Kirin City (Kirin

restaurant)!

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 83

Realization of Speedy Output (2)

Kirin's brain and immunology / intestinal business began research with FANCL.

Additionally considering joint renal research for Kyowa Kirin

Value Creation Initiatives in Health Science 3

© Kirin Holdings Company, Limited 84

Profit Contributions from Health Science

+2.5 to 3.0

bn yen

+8.5 to 9.5

bn yen

+3.5 to 4.0

bn yen

+1.0 to 1.5

bn yen

2020 2021 2022 2023 2024

2024

+15.0 to 18.0 bn yen

FANCL Synergies (Contribution to Food)

FANCL Synergies (Contribution to Health

Science)

New Products (Brain,

Kidney, Immunology, Intestine)

(Kirin R&D, Kyowa Kirin Joint

Research, etc.)

Kyowa Hakko Bio (excl. FANCL Synergy)

15.0 – 18.0bn yen of Normalized OP from Health Science in five years;

including 2.5 – 3.0bn yen of FANCL synergies in Food domain

Contributions to Kirin

Holdings' Normalized OP

Total Health Science

Normalized OP

15.0 to18.0

bn yen

Value Creation Initiatives in Health Science 3

Strengthening Governance

© Kirin Holdings Company, Limited 86

Governance Structure After the General Meeting of Shareholders

Composition of the Board of Directors:

In May 2019, we became a member of the 30% Club Japan, with the goal of achieving 30% female on its Board of Directors by 2030.

We are also promoting the Women's Leadership Target KWN2021, aiming for a rate of 12% by 2021.

General Meeting of Shareholders

Operating Companies

Executive Officers

President and CEO Group Executive Committee

Audit and Supervisory Board Board of Directors

Independent

Accounting Auditor 3 Independent

ASB members

2 Inside

ASB members 7 Non-executive Directors,

including Chairman

5 Internal

Directors

Female: 2 (17%) International: 2 (17%) *Figures in parentheses are percentage of total Directors

Audit Audit

Group CSV

Committee

Group Risk and

Compliance

Committee

Group

Information

Disclosure

Committee

Nomination and Remuneration

Advisory Committee

3 Independent Directors,

Including Chairman

2 Internal

Directors

International Advisory Board

4 Independent

International Experts,

Including Chairman

3 Officers

of Kirin

© Kirin Holdings Company, Limited 87

Changes to Board of Directors’ Composition

Kirin’s Board of Directors has re-defined key expertise/experience required to

achieve the Long-term Management Vision as below: (Based on the results of the “Evaluations of the Board of Directors' effectiveness” conducted in FY2018 and FY2019)

If all the candidates proposed by Kirin are approved, Non-executive Directors will represent the majority of the Board of Directors (58.3%)

Additional increase of Non-Executive Directors

Corporate

Management

ESG/Sustainability

HR/Management/

Talent Development

Finance/Accounting

Legal/Compliance/

Risk Management

SCM International Business

R&D/New Business/

Health Science

Brand Strategy/

Marketing/Sales

At FY2019 “Evaluations of the Board of Directors’

effectiveness”, the following measures for FY2020

were identified to strengthen BOD's effectiveness:

To strengthen the supervisory function, the following 4 Non-executive Director

candidates (new candidates) are proposed based on the deliberations at

Nomination and Remuneration Advisory Committee (their career profile is as stated below)

Discussion on “Composition of Board of

Directors and its management” to supervise

and provide opinions on Health Science

business, etc. from professional and

objective perspective

Discussion on "risk management" to

address risk from globalization and

complex business dynamics (complex

transactions)

Chieko Matsuda

Corporate management based on her

specialized expertise in finance and

corporate governance

Noriko Shiono

Corporate management and marketing based

on her specialized expertise in pharmaceuticals

and healthcare strategy

Sir Rod Eddington

Corporate management based on his

global specialized expertise

George Olcott

Corporate management based on his academic

expertise in human resource development and

corporate governance in global management

© Kirin Holdings Company, Limited 88

Corporate Governance Platform Leading Other Japanese Companies after AGM

Strengthen monitoring functions by increasing the diversity and expertise of Board of

Directors - conduct strategic reviews of investment projects as appropriate

33% 58%

FY2019 FY2020

Total # of Board of Directors

Internal directors

Non-executive directors

Independent directors

(% of Independent directors)

Female

International

9

5

4

3

33%

0

0

12

5

7

7

58%

2

2

Health Science

ESG / Sustainability

Brand Strategy /

Marketing

Overseas business

Finance / Accounting

Priorities for

Enhancing Skillset

* International ** Female

Independent

officer ratio

* Health Science

Chieko Matsuda

Noriko Shiono

Rod Eddington

George Olcott

Noriko Shiono

*

Non-executive Non-executive

** *

* ** * Non-

independent Chairman Chairman

Internal Internal

© Kirin Holdings Company, Limited 89

Non-

executive

Directors

Inter-

national

Female

TOPIX Avg.

(> 1,500 companies1)

(market cap. > 1tn yen)

28%

1%

6%

58%

17%

17%

(4/7)

(2/7)

(2/6) (2/9)

(5/9)

<Examples2>

Board of Directors' Composition:

A Leader in Corporate Governance Structure in Japan Few Japanese companies have governance system more robust than Kirin.

Of companies with corporate auditors, there are only 10 companies in Japan including Kirin that

have 1. a majority of independent Non-executive directors,

2. meaningful international representation on the board and 3. meaningful diversity on the board

Notes:

1 Companies with internal auditors out of TOPIX constituent stocks

2 Based on convocation notice of the latest AGM of each company

(2/9)

© Kirin Holdings Company, Limited 90

Kirin's Commitment to Improve Corporate Governance

Reflecting Shareholders' View

97.0%

98.4%

98.6%

98.6%

98.4%

99.6%

75.0%

99.6%

99.6%

0.0% 20.0% 40.0% 60.0% 80.0% 100.0%

磯崎功典

西村慶介

三好敏也

横田乃里也

小林憲明

荒川詔四

永易克典

森正勝

柳弘之

2017年

2018年

2019年

2017 2018 2019 2020 # of years

in office

Non-

executive

Director

Indepen-

dence

Yoshinori

Isozaki 98.9% 98.4% 97.0% Reappointment 5 years

Keisuke

Nishimura 99.1% 98.5% 98.4% Reappointment 8 years

Toshiya

Miyoshi 99.1% 98.5% 98.6% Reappointment 5 years

Noriya

Yokota 98.5% 98.6% Reappointment 2 years

Noriaki

Kobayashi 98.4% Reappointment 1 year

Shoshi

Arakawa 99.3% 99.3% 99.6% Reappointment 5 years 3 3

Katsunori

Nagayasu 93.7% 82.6% 75.0% Retired – 3 7

Masakatsu

Mori 99.6% Reappointment 1 year 3 3

Hiroyuki

Yanagi 99.6% Reappointment 1 year 3 3

Historical Approval Rate of the Board of Directors (BOD)

© Kirin Holdings Company, Limited 91

Performance-linked Remuneration System for Directors and Officers

Kirin shall establish a remuneration

structure that emphasizes the linkage of

compensation with business performance

and mid- to long-term value creation

Remuneration System for Officers

Remuneration levels shall be appropriate

for the roles and responsibilities of Kirin

Group’s officers

Remuneration shall be deliberated by the

Nomination & Remuneration Advisory

Committee, on which Non-executive Directors

will constitute a majority in order to ensure

objectivity and transparency

Nomination and Remuneration

Advisory Committee

Majority Non-executive Directors, including its

Chairman, to ensure objectivity and transparency.

Their term of office shall be one year

Committee members after the General Meeting of

Shareholders on Mar. 27, 2020 (scheduled):

Non-Executive Shoshi Arakawa (Chairman),

Hiroyuki Yanagi, Chieko Matsuda

Internal Yoshinori Isozaki

Toshiya Miyoshi

Purpose of Revising the Remuneration System

Remuneration changes for Non-executive Directors

result from an increase of Non-executive Directors

Raise the amount to 50mn yen from 80mn yen by increasing the number of

Non-executive Directors (4 to 7)

Secure an incentive scheme to improve business performance

and enterprise value in the mid to long term

If Kirin underperforms, some shares are not granted under the current system

(downward rigid incentive scheme)

Create an easy-to-understand incentive plan because the number of shares

to be delivered currently fluctuates in line with business performance

Stable and efficient remuneration system

Implement a stable remuneration system in the process of determining business

performance by entrusting funds to a trust bank

The new stock compensation, “Board Incentive Plan Trust (BIP Trust) Scheme”

will lighten the administrative burden, such as resolutions by the Board on

allocation/lifting restrictions and the signing of agreements with each director.

This will allow directors to focus more on the discussion of important issues

facing the company

© Kirin Holdings Company, Limited 92

Changes With the Revision of Performance-linked Remuneration System

Directors Current Proposed

Award type Restricted Share Compensation System Business Incentive Plan Trust

(BIP Trust) Scheme

Eligible participants Internal directors Internal directors /executive officers

(commissioned)

Ceiling Up to 250mn yen per year Up to 600mn yen per year

The number of shares to be delivered Up to 312,500 shares per year Up to 600,000 shares per year

The proportion to the Kirin’s outstanding shares

Approx. 0.035% Approx. 0.069%

Vesting period 2-3 years 3years

Performance Hurdle

Restriction on all or part of shares to be

allocated will be lifted after the expiry of

the restriction period

in line with the key performance

indicators set in the Medium-Term

Business Plan and others defined by

the Board

Ranges between 50-150%

in line with the key performance

indicators set in the Medium-Term

Business Plan and others defined by

the Board

© Kirin Holdings Company, Limited 93

Performance evaluation period

Restricted

shares

Not

granted

2-year vesting period Stock

Busin

ess p

erfo

rmance

Grant restricted

shares

Define the no. of shares to be delivered

Define the no. of shares for which restriction is lifted in line with performance

(33-100%)

The transfer

restriction is lifted

Restricted

shares

3 Years

Be

fore

Performance evaluation period 2-year vesting period

Cash

Busin

ess p

erfo

rmance

Define the no. of shares to be delivered

Deliver Kirin's shares (equivalent to tax

payment obligations)

Afte

r

Grant points in line with performance

Grant

points

Stock

Changes in Structure of Stock-based Remuneration

© Kirin Holdings Company, Limited 94

Overview of BIP Trust Scheme

2020 2021 2022 2023 2024 2025

Deliver Kirin's shares

※ partially paid in cash

3-year vesting period

Grant certain share delivery points

Performance-linked factor ranges between

50-150%

Performance

evaluation

period

Deliver Kirin's shares

※ partially paid in cash

3-year vesting period

Grant certain share delivery points

Performance-linked factor ranges between

50-150%

Performance

evaluation

period

Deliver Kirin's shares

※ partially paid in cash

3-year vesting period

Grant certain share delivery points

Performance-linked factor ranges between

50-150%

Performance

evaluation

period

© Kirin Holdings Company, Limited 95

Calculation of Bonus

Business performance

pay rate

=

Target Max.

Pay rate

Consolidated

OP

200%

×A ×B

150%

100%

50%

0% Min.

Individual performance

pay rate

Target Max.

Pay rate

Evaluation indicators

for commissioned

work

200%

150%

100%

50%

0% Min.

Ind

ivid

ua

l pa

ym

en

t am

ou

nt

Ba

sic

bo

nu

s a

mo

unt

× +

(Notes) 1. The amount of basic bonus is defined by rank/title

2. "A" shows the ratio linked with business performance and "B" shows the ratio linked with individual performance

For Chairman of the Board and President & CEO, A=100% and B=0%; for other Directors, A=60% and B=40%

© Kirin Holdings Company, Limited 96

Calculation of Performance-linked Factors

Non-financial

evaluation

pay rate*

A 150%

B 125%

C 100%

D 75%

E 50%

Normalized EPS

pay rate

ROIC

pay rate

Pe

rform

an

ce lin

ke

d fa

cto

rs

=

Target Max.

Pay rate (%)

ROIC

150

100

50

0

Min.

× 45% + × 10%

Target Max.

Pay rate(%)

Normalized

EPS

150

100

50

0

Min.

× 45% +

Non-financial evaluation pay rate*:

Non-financial evaluation focuses on the progress and achievement

of CSV commitment and comprehensively evaluates based on 4

key issues ("Responsible Alcohol Producer", "Health and Well-

Being", "Community Engagement" and "Environment")

For details please scan the QR code on the right 英語版

© Kirin Holdings Company, Limited 97

Kirin's Views on Shareholder Proposals - Revision of the Amount of Stock /Cash Compensation

The Board 's views: Against the shareholder proposal on remuneration for directors

Current remuneration

to directors Kirin's proposal

Basic remuneration

and bonus

(monetary

compensation)

950mn yen per year

Of which 80mn yen for Non-

executive Directors

Stock

compensation

Restricted Stock

Compensation System

250mn yen per year

· Excluding Non-executive

Directors

950mn yen per year

Of which 150mn yen for Non-

executive Directors

BIP Trust Scheme

600mn yen per year

· Including delegated

executive officers

· Excluding Non-executive

Directors

Shareholder proposal

600mn yen per year

Of which 80mn yen for Non-executive Directors

Restricted Stock Compensation System

1,200mn yen per year

· Excluding Non-executive Directors

Highlights

1. Implement a more easy-to-understand incentive structure

2. Raise the maximum amount of remuneration for Non-executive

Directors to 150mn yen with an increase of Non-executive

Directors

1. Does not apply for increasing the number of

Non-executive Directors

2. Restricted Share Compensation System will

remain and may hinder the introduction of

the new remuneration system deliberated

by the Nomination & Remuneration

Advisory Committee

© Kirin Holdings Company, Limited 98

Remuneration—Kirin's Proposal vs. FP's Proposal

Kirin's proposal FP's proposal

Eligible

participants

Internal directors

+

executive officers

(commissioned)

Internal directors only

Structure BIP Trust Scheme Restricted Stock

Compensation System Easy-to-

understand

Weak

incentive

Broad Narrow

Total

Remuneration

of 7 Non-

executive

Directors

80mn yen 150mn yen

Apply for the

increase in

number of

Non-executive

Directors

Does not

apply for the

increase in

number of

Non-executive

Directors

Kirin’s proposal supports shareholder value creation over the mid- to long-term

Highly Qualified and Experienced Nominees to Lead Kirin

© Kirin Holdings Company, Limited 100

Skill Set of Board of Directors

Expertise and Experience

No. Name Corporate

Management ESG /

Sustainability Finance /

Accounting

HR Management / Development

Legal / Compliance / Risk

Management SCM

Brand Strategy / Marketing /

Sales

Overseas Business

R&D / New Business /

Health Science

1 Yoshinori Isozaki

2 Keisuke Nishimura

3 Toshiya Miyoshi

4 Noriya Yokota

5 Noriaki Kobayashi

6 Shoshi Arakawa

7 Masakatsu Mori

8 Hiroyuki Yanagi

9 Chieko Matsuda

10 Noriko Shiono

11 Rod Eddington

12 George Olcott

Reappoin

tment

New

candid

ate

s

The Board of Directors has defined the key areas of expertise and experience

required to achieve Long-term Management Vision as (1) Corporate Management,

(2) ESG/Sustainability, (3) Finance/Accounting, (4) HR/Management/talent

development, (5) Legal/Compliance/Risk Management, (6) SCM, (7) Brand

Strategy/Marketing/Sales, (9) Overseas Business, (10) R&D/New Business/Health

Science and has nominated director candidates with appropriate expertise and

experience in such areas

In FY2020 we focused on enhancing the Board’s expertise in Health

Science, ESG/Sustainability, Brand Strategy/Marketing/Sales,

“Overseas Business, and Finance/Accounting

Below is an overview of the Board’s skills should shareholders

approve Kirin’s director candidates at the Ordinary General Meeting of

Shareholders on March 27, 2020

Skill Set of the Board of Directors (BOD)

© Kirin Holdings Company, Limited 101

Diverse Board of Directors Including Non-executive Directors

with Independence

No. Name Independence

1 Yoshinori Isozaki

2 Keisuke Nishimura

3 Toshiya Miyoshi

4 Noriya Yokota

5 Noriaki Kobayashi

6 Shoshi Arakawa

7 Masakatsu Mori

8 Hiroyuki Yanagi

9 Chieko Matsuda

10 Noriko Shiono

11 Rod Eddington

12 George Olcott

Reappoin

tment

New

candid

ate

s

Skill Sets and Independence of the Board of Directors (BOD)

Independent Officers Notification Submitted to TSE

© Kirin Holdings Company, Limited 102

1

Reasons for nomination as a candidate for Non-executive Director

Ms. Chieko Matsuda has strong management, financial, and corporate governance expertise. She has

decades of management consulting experience, including at Booz & Company, where she was a partner,

and Moody’s. Ms. Matsuda is currently a Professor of Economics and Business Administration at Tokyo

Metropolitan University. She is a Director of Hitachi Chemical Company, Foster Electric, and SATO

Holdings. For the reasons above, the Board has determined that she, as Non-executive Director goring

forward, is suited to oversee business execution of the Company toward continuous improvement of

corporate value.

Chieko Matsuda Born: Nov. 18, 1964

Non-executive

Female

Expertise and Experience

Corporate Management

ESG / Sustainability

Finance / Accounting

Human Resources Management / Development

Legal / Compliance / Risk Management SCM

Brand Strategy / Marketing /

Sales

Overseas Business

R&D / New Business / Health Science

Profile Apr 1987 Joined The Long-Term Credit Bank of Japan, Limited

Oct 1998 Joined Moody’s Japan K.K.

Sep 2001 Joined Corporate Directions, Inc.

May 2006 Representative Director of Matrix, Inc.

Oct 2006 Vice President (Partner) of Booz and Company, Inc.

Apr 2011 Professor of School of Business Administration, Faculty of Urban Liberal Arts

(Currently Faculty of Economics and Business Administration) at Tokyo Metropolitan University (Present)

Professor of Department of Business Administration, Graduate School of Social Sciences

(Currently Graduate School of Management) at Tokyo Metropolitan University (Present)

Jun 2013 Non-executive Director, Hitachi Chemical Company. Ltd.

Jun 2015 Non-executive Director of Foster Electric Company, Limited (Present)

Mar 2016 Non-executive Director of the Company (Present)

Jun 1016 External Director of SATO HOLDINGS CORPORATION (Present)

Significant positions concurrently held at other

companies and organizations

Non-executive Director, Hitachi Chemical Company. Ltd.

Non-executive Director, Foster Electric Company Limited

External Director, SATO HOLDINGS CORPORATION

Professor, Faculty of Economics and Business Administration,

Tokyo Metropolitan University

Professor, Graduate School of Management, Tokyo Metropolitan University

Chieko Matsuda: Candidate for Non-executive Director

Profile and reasons for nomination 3 Candidate for Independent Officer

© Kirin Holdings Company, Limited 103

2 Noriko Shiono: Candidate for Non-executive Director

Reasons for nomination as a candidate for Non-executive Director

Ms. Noriko Shiono as a Representative Director of pharmaceuticals manufacturer SSP Co. and President

of medical device manufacturer Widex Japan, brings deep expertise in pharmaceuticals and healthcare in

addition to corporate strategy and marketing experience. She served as President of Konami Sports, an

operator of fitness clubs and manufacturer and seller of fitness equipment and sports-related products.

We expect her to provide valuable insights to support our growth in health sciences. For the reasons

above, the Board has determined that she is suited to oversee business execution of the Company

toward continuous improvement of corporate value.

Noriko Shiono Born: Oct. 18, 1960

Non-executive

Female

Expertise and Experience

Corporate Management

ESG / Sustainability

Finance / Accounting

Human Resources Management / Development

Legal / Compliance / Risk Management SCM

Brand Strategy / Marketing /

Sales

Overseas Business

R&D / New Business / Health Science

Profile

Aug 1983 Joined Japan New Media Co., Ltd.

Mar 2010 Representative Director, Present of SSP Co., Ltd.

Jan 2014 President and Corporate Officer of Konami Sports & Life Co., Ltd.

(Currently Konami Sports Co., Ltd.)

May 2016 Chairman, Director of Konami Sports Club Co., Ltd.

Oct 2017 President of Widex Japan (Present)

Mar 2018 Non-executive Director of Kirin Company, Limited

Mar 2019 Strategic Advisor of the Company (Present)

Significant positions concurrently held at other

companies and organizations

President, Widex Japan

Profile and reasons for nomination 3 Candidate for Independent Officer

© Kirin Holdings Company, Limited 104

Sir Rod Eddington: Candidate for Non-executive Director 3

Reasons for nomination as a candidate for Non-executive Director

Sir Rod Eddington brings a strong international perspective acquired over many years as a corporate

executive and director of global companies. As one of Australia’s most experienced and accomplished

business leaders, he serves as Chairman, Independent Non–Executive Director of Lion Pty Ltd. He is

President of Australia Japan Business Co-operation Committee, and formerly serves as CEO of Cathay

Pacific Airways, Executive Chairman of Ansett, and CEO of British Airways. For the reasons above, the

Board has determined that he is suited to oversee business execution of the Company toward continuous

improvement of corporate value.

Sir Rod Eddington Born: Jan. 2, 1950

Non-executive

Male (International)

Expertise and Experience

Corporate Management

ESG / Sustainability

Finance / Accounting

Human Resources Management / Development

Legal / Compliance / Risk Management SCM

Brand Strategy / Marketing /

Sales

Overseas Business

R&D / New Business / Health Science

Profile

Sep 1979 Joined John Swire & Sons (H.K.) Ltd

Apr 1992 Cathay Pacific Airways Limited Managing Director

Jan 1997 Non-executive Director of John Swire & Sons (Australia) Pty Ltd. (Present)

Apr 2000 Chief Executive Officer of British Airways plc

Feb 2006 Non-executive Director of CLP Holdings Limited (Present)

Mar 2011 Director of Lion Pty Ltd*

Mar 2012 Chairman, Non-Executive Director of Lion Pty Ltd (Present)*

Significant positions concurrently held at other

companies and organizations

Chairman, Non-Executive Director of Lion Pty Ltd*

Non-executive Director, John Swire & Sons (Australia) Pty Ltd.

Non-executive Director, CLP Holdings Limited

* Non-executive directors

Profile and reasons for nomination 3 Candidate for Independent Officer

© Kirin Holdings Company, Limited 105

George Olcott: Candidate for Non-executive Director

Reasons for nomination as a candidate for Non-executive Director

Mr. George Olcott offers decades of international financial markets experience and deep expertise in

corporate governance and human resources. He is a Director of leading Japanese companies Hitachi

Chemical, DENSO Corporation, and Dai-ichi Life Holdings. He formerly served as Director of Nippon

Sheet Glass and NKSJ Holdings. We expect him to provide valuable input on corporate strategy,

corporate governance, and capital allocation. For these reasons, the Board has determined that he is a

suitable candidate to oversee business execution of the Company toward continuous improvement of

corporate value.

George Olcott Born: May 7, 1955

Non-executive

Male (International)

Expertise and Experience

Corporate Management

ESG / Sustainability

Finance / Accounting

Human Resources Management / Development

Legal / Compliance / Risk Management SCM

Brand Strategy / Marketing /

Sales

Overseas Business

R&D / New Business / Health Science

Profile

Jul 1986 Joined S.G. Warburg & Co., Ltd.

Feb 1999 President of UBS Asset Management (Japan)

President of Japan UBS Brinson Group

Jun 2000 Managing Director, Equity Capital Market, UBS Warburg Tokyo

Sep 2001 Senior Fellow, Judge Business School, University of Cambridge

Mar 2005 FME Teaching Fellow, Judge Business School, University of Cambridge

Mar 2008 Senior Fellow, Judge Business School, University of Cambridge

Apr 2014 Guest Professor, Faculty of Business and Commerce, Keio University (Present)

Jun 2014 Non-executive Director of Hitachi Chemical Co., Ltd. (Present)

Non-executive Director of DENSO CORPORATION (Present)

Oct 2016 Non-executive Director of Dai-ichi Life Holdings, Inc. (Present)

Significant positions concurrently held at other

companies and organizations

Non-executive Director of Hitachi Chemical Co., Ltd.

Non-executive Director of DENSO CORPORATION

Non-executive Director of Dai-ichi Life Holdings, Inc.

4

Profile and reasons for nomination 3 Candidate for Independent Officer

© Kirin Holdings Company, Limited 106

(For Reference Only) FP's Proposal for Outside Directors

Reason for the Proposal

Mr. Benes has an outstanding academic pedigree, and significant experience in finance and law gained

from his investment banking, M&A and advisory work across the globe, and also from his pioneering work

establishing Japan's only “public interest” non-profit specializing in director training. He currently serves

on two listed Japanese company boards, and based on his keen interest in corporate governance

and business ethics, proposed Japan's first corporate governance code to the LDP, and then assisted

the relevant persons including Japanese FSA with its formulation.

Nicholas Benes Birthday: April 16, 1956

Male (International)

Biography Important concurrent office

1983 Morgan Guaranty Trust Company of New York, Join the bar association of States of California

1984 Join the New York Bar Association

1990 Vice President at JP Morgan Securities Asia

1994 Senior managing director of Kamakura Co., Ltd.

1997 Establishing JTP Corporation, Representative director (present)

2000 Director of Alps Co., Ltd. (map company)

Special foreign member of Invest Japan Conference Subcommittee

2006 Independent director of LDH Corporation

2007 Independent director of Cecile Co., Ltd.

2009 Representative member of The Board Director Training Institute of Japan (present)

2010 Member of the Corporate Governance Liaison Committee hosted by the Financial Agency of Japan

2013 Visiting Scholar of International University of Japan, Graduate School of International Management

Part-time teacher of Hitotsubashi University

2016 Independent director of IMAGICA GROUP Inc. (present)

2019 Independent director of Advantest Corporation (present)

Establishing JTP Corporation,

Representative director (present)

Representative member of The Board

Director Training Institute of Japan (present)

Independent director of

IMAGICA GROUP Inc. (present)

Independent director of

Advantest Corporation (present)

Biography and reason for the proposal 7

© Kirin Holdings Company, Limited 107

(For Reference Only) FP's Proposal for Outside Directors

Biography and reason for the proposal

Reason for the Proposal

Ms. Kikuchi has vast experience with global pharmaceutical companies (GlaxoSmithkline, Novartis,

Bausch & Lomb and her current employer, UCB) gained across a variety of geographies. Whilst a

pharmacist, Ms. Kikuchi’s roles have focused on the commercial, business development and corporate

planning functions of the companies she has worked at. The Proposer believes both her academic

background and work experience would be invaluable to Kirin. An added benefit is that Ms. Kikuchi would

obviously bring much needed gender diversity to the board of Kirin.

Kanako Kikuchi Birthday: August 1, 1962

Female

Biography Important concurrent office

1992 Japanese corporation of Marion Merrell Dow

1997 Deputy manager of the marketing section, vision care department

of Bausch & Lomb Japan

1999 Global strategy director of Bausch & Lomb Incorporated (US)

2004 – 2013 Business manager of Oncology department, Ophthalmic at Novartis Pharma Co., Ltd.

2013 Director of GlaxoSmithKline K.K.

2017 Representative Director and CEO of GlaxoSmithKline K.K.

2018 Representative Director of UCB Japan Co., Ltd. (present)

Representative Director of UCB Japan Co.,

Ltd. (present)

7

To Realise Kirin's Sustainable Growth

© Kirin Holdings Company, Limited 109

Members of Kirin’s Board and management team met with FP on numerous occasions

since 2014, when FP first invested in Kirin. Throughout this period we have engaged with

FP – listening to and fully considering their thoughts

Given the constructive dialogue between Kirin and FP during this period, we find it

unfortunate that FP has repeatedly threatened to make their criticisms public and launch a

proxy contest unless Kirin acquiesced to its demands

Without informing the Company of its intention to speak to media, an FP managing partner

surprisingly conducted an interview with Financial Times published on 6 November 2019

to criticize the Company, stating that “[Kirin] management is determined to proceed in a

direction that destroys value.”

Despite this unproductive public attack, Kirin continued its discussions with FP. In addition

to interviewing director nominees proposed by FP, Kirin’s Board thoroughly reviewed and

discussed each of FP’s proposals before determining they were not in the best interest of

all shareholders

FP again made its grievances public without informing Kirin when it suddenly published a

press release, presentation, Q&A, and website outlining its views on the Company on 18

February 2020 and 5 March 2020

Kirin has Repeatedly Attempted to Engage Constructively with FP

© Kirin Holdings Company, Limited 110

FP's Value Recommendations Considerations Kirin's Strategy for Sustainable Growth

Abandon all non-beer

businesses

Kirin to focus solely on beer business with

no other avenues for sustainable growth

Kirin is committed to growing the beer business but recognizes the structural

market challenges in the market

Leveraging fermentation expertise and invest in Health Science opened an

important venue for sustainable long-term growth

Divest Pharmaceuticals

(Kyowa Kirin)

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kyowa Kirin was created through the merger of Kirin and Kyowa Hakko and

has seen strong organic growth since inception due to innovative

fermentation capabilities and cutting-edge biotechnologies, Kyowa Kirin

remains on track to becoming a Global Specialty Pharmaceutical Company

Kyowa Kirin is an integral part of Kirin's vision with a growing global portfolio

of revolutionary products, driving long-term success from basic research

collaborations targeting disease of brain, kidney, immune system and

intestine

Divest Kyowa Hakko Bio

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kyowa Hakko Bio is a global leading biotechnology company, with its highly

advanced fermentation technology

Kyowa Hakko Bio holds a key role in Kirin's Health Science business,

allowing the Company to capitalize on opportunities in the potential

4.1tn yen Health and Wellness market

Divest FANCL stake

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Sees significant synergies with FANCL across the whole value chain and

expects that these opportunities will unlock approximately 5.5-7 bn yen in

Normalized OP to Kirin in 2024

The Capital and Business Alliance with FANCL completes the foundation of

the Health Science value chain, combining strengths in R&D, merchandise

development, manufacturing and distribution

Divest Japanese Soft

Drinks business

Kirin to receive then distribute the majority of

cash proceeds, but lose all upside potential

in a growing area and synergy realization

currently in progress

Kirin's portfolio of market-leading soft drink products is well positioned to

address the dynamic tastes of increasingly health conscious domestic

customers

Kirin's Strategy Will Position the Company for Sustainable Growth

1

2

3

4

5

© Kirin Holdings Company, Limited 111

FP's Shareholder Proposals Kirin's View Kirin's Proposals

Repurchase 600bn yen of

shares, to be funded by

proceeds from disposal of

non-core assets

Subject to the sale of all non-beer

businesses, which Kirin views as

integral to the Company's long-term,

sustainable growth

Disruptive to synergies realization plan

currently underway

An exceptionally large-scale share

repurchase along the lines that FP

is proposing could seriously worsen

our financial position and flexibility

going forward

As a top priority, we are creating synergies by leveraging existing assets

Focus on organic growth of the business by fully utilizing our strengths,

such as core fermentation biotechnology, marketing capabilities and

human resources

Execute a disciplined cash allocation with businesses with weaker growth

prospects are appropriately restructured to return maximum profits to

shareholders

Revision of the amount of

remuneration for the

restricted stock

compensation for directors

and Revision of the

amount of remuneration

for directors

FP's proposal has a narrow application

(applicable to only internal directors) with

weak incentive (restricted stock

compensation system)

Kirin's proposed revised remuneration system for Directors and Officers is

applicable to internal directors and executive officers and designed to

closely link remuneration with business performance

Kirin's proposed stock compensation scheme "Board Incentive Plan

Trust Scheme" is stable and efficient, allowing Directors to focus on

key management issues

Appointment of

two directors

Following interviews with FP’s director

nominees and extensive discussion, the

Nomination and Remuneration Advisory

Committee determined FP’s nominees

possessed neither incremental expertise

relative to the current Board and Kirin’s

nominees, nor a sufficient understanding

of Kirin, to warrant their appointments to

the Board

Kirin’s Nomination and Remuneration Advisory Committee has conducted

a rigorous process to identify, interview and select candidates based on

qualities including their diversity, experience, and skillsets relative to the

needs of the Board and the Company

Kirin's proposed Board refreshment includes four highly qualified,

experienced, and independent candidates

Each Kirin director and director nominee is aware of his or her

responsibility to evaluate important matters, such as company

strategy and capital allocation, with an independent mindset and

challenge policies that are not in the interest of shareholders

Kirin's Board regularly assesses our strategy to ensure it offers the best

path to long-term shareholder value and deliberately fosters open-minded

debate and robust discussion. We fully expect that independent and

rigorous process to continue with the newly installed board

Kirin's Proposals are Beneficial to the Company's Future

1

2

3

4

5

6

Appendix: Supplementary Data on CSV

© Kirin Holdings Company, Limited 113

Achievements in Climate Change and Water Resources Issues

His

toric

GH

G e

mis

sio

ns

from

pro

du

ctio

n o

pe

ratio

n

(Sc

op

e 1

+ 2

*)

His

toric

wa

ter c

on

su

mp

tion

an

d c

arb

on

inte

nsity

per

kilo

liter o

f wa

ter c

on

su

mp

tion

Kirin Brewery has significantly reduced GHG emissions and water consumption, which has contributed to cutting

energy and water costs.

* Notes:

Scope 1: Emissions from burning fuels for producing steam and

hot water to generate heat in product-manufacturing

process

Scope 2: Emissions related to electricity bought from power

companies

(in thousand tons)

1990 -> 2015 (actual)

2015 -> 2030 (target)

(in million cubic meters per year) Water consumption

Emission intensity

© Kirin Holdings Company, Limited 114

Achievements in Biomass- and Container/packaging-related Issues

Social value Economic value

Smart-cut

cartons

Paper consumption reduced 17%

vs. 2014;

GHG reduced 2,000 tons

Reduction of 170 million

yen per year

Lightweight 2-liter

PET bottle

20% lighter vs. 2014;

GHG reduced 3,850 tons

Reduction of 160 million

yen per year

Lightweight

returnable glass

bottle

20% reduction;

GHG reduced 1,000 tons

Reduction of ¥30 million

yen per year

Convert all paper used in domestic alcoholic and non-alcoholic beverages businesses to FSC® certified paper or recyclable waste paper

by end of 2020.

About 30% of Sri Lanka's large tea farms obtained Rainforest Alliance certification with Kirin's support.

Both environmental load and cost of production reduced through container development investment which helped reduce the amount of

packaging material.

Convent-

ional

Bottle

Light-

weight

Bottle

© Kirin Holdings Company, Limited 115

Achievements in Engagement with Next Generation Dialogue with the next generation, who are the stakeholders to be affected most by environmental issues, has been

continued since 2014 through Kirin School Challenge workshops which were co-organized with Junior United Nations

Eco Workshop (JUNEC). The workshops have been attended by a cumulative total of 971 individuals and 371 schools

as of the end of 2019. One-day workshops for junior high and high

school students

Participants learn about Rainforest Alliance,

FSC®, packaging, containers, etc. and then tweet

what they want their peers to know. The number of

likes received on the tweets are ranked for

competition

Won an Encouragement Award in the Economy,

Trade and Industry Ministry's eighth Career

Education Awards and

Judges' Encouragement Award in the 2017

"Commendation for Companies Promoting Hands-

on Activities for Youth"

© Kirin Holdings Company, Limited 116

Background to Revising Long-Term Environmental Vision Goals and activities upgraded in an effort to address global developments after the initial establishment of the Long-

Term Environmental Vision, including international initiatives that came out of the Paris Agreement, such as TCFD and

IPCC special report on 1.5 °C, and environmental problems whose impacts have since materialized or grown more

serious

Long-Term Environmental Vision revised to reflect TCFD scenario analysis and climate-related risks and establish a

policy for working out more resilient transitional strategy to address climate change

IPCC special report

on 1.5 °C

More frequent and severe

environmental disasters

Issue of plastic waste

has grown serious.

• 1.5°C rise between 2030 and 2052

• Significant difference in damage between rises of 1.5 °C

and 2.0 °C

• 2018 floods in western Japan, Typhoon Hagibis in 2019 and

Australian bush fire in 2019-2020 highlighted materializing

physical risk of climate change.

• Ever-increasing amount of marine plastic litter

• Issues materializing even in Japan, where percentage of

used PET bottle collection is high, due to China's ban on

plastic waste imports

TCFD scenario analysis

• Impacts from climate change are large but there is capacity

to adapt

• Benefit of strengthening measures to mitigate climate

change impacts and adopt to them is significant

En

viro

nm

en

t-rela

ted

initia

tive

s

En

viro

nm

en

tal im

pac

ts

© Kirin Holdings Company, Limited 117

Evolution from Previous Environmental Vision The new Environmental Vision aims to increase shared value by creating positive impacts on value

chains and society, not just control negative impacts arising in the company's operational locations.

Kirin Group

Environmental Vision 2050

Current Long-Term

Environmental Vision

Scope and

purpose

• All of regions in the world in which we

operate

• Expansion to regional communities

• Creation of positive environmental impacts

• Routine to prioritize Four key target areas

• Centered on domestic business

• Company locations and value

chains

• Minimizing negative impacts

Biomass

• Breeding and developing sustainable

agricultural products

• Maintaining farming at material production

areas

• Sustainable production

Water

resources

• Reduction in water consumption

• Solving water-related issues in value chains

• Conservation of water sources in

operational regions

Containers

and packaging

• Building recycling systems

• Development of new containers and services • Sustainable situation

Climate change

• Achieving carbon neutral by end of 2050

• Achieve 100% renewable power as early as

possible (RE100)

• Less than 1.5 °C temperature rise

• Halve GHG emissions by 2050 from

1990 level

• Less than 2 °C temperature rise

© Kirin Holdings Company, Limited 118

Kirin Group Environmental Vision 2050 (announced in 2020)

© Kirin Holdings Company, Limited 119

Kirin Group Environmental Vision 2050 (announced in 2020)

© Kirin Holdings Company, Limited 120

Revision of Environmental Initiatives

© Kirin Holdings Company, Limited 121

Current Action Plans

Enhanced new environmental measures

Biomass • Helping Vietnamese coffee farms obtain Rainforest Alliance certification (started 2020)

Water

resources

• Expansion of water source conservation effort at Sri Lankan tea farms and

development at other material production areas

Containers

and packaging

• Lion to start container-collecting service in all states where container recycle law is

introduced (by end of 2020)

• 100% sustainable containers and packaging using recycled materials and biomass by

end of 2050

Climate

change

• Australia's first large-scale carbon neutral by Lion (by end of 2020)

• 100% renewable energy by Lion (by end of 2025)

• 75% renewable power at Takasaki plant through introduction of Aqua Premium service

by Kyowa Kirin, in the first instance in the pharmaceutical industry* (already

introduced in 2020)

• RE100 (to sign on by end of 2020)

• Commitment to SBT 1.5 °C -consistent targets (to sign on by end of 2020)

Lead initiatives in sustainability that creates both social and economic value by conserving the natural

environment while ensuring continuity of operations

Note: Quantitative targets to be worked out as part of SCV commitment

*Already introduced in 2017 at Kirin Brewery's Toride Factory (about 70% of total power) and Kirin Beverage's Shonan Factory

(about 34% of total power)

© Kirin Holdings Company, Limited 122

External Evaluation of ESG performance

External evaluations/evaluation Content

ESG Indicies

• FTSE4Good、FTSE Blossom Japan Index

• MSCI Japan ESG Select Leaders Index

• MSCI Japan Empowering Woman Index

• S&P/JPX Carbon Efficient Index

CDP

• Climate change: A-list company (‘14, ‘15, ’16, ’17, ’19)

• Water security: A-list company (‘16, ’17, ‘18, ‘19)

• Supplier Engagement: A rating company (‘18, ‘19)

SBT • In 2017, the first Japanese food and beverage company to receive SBT’s

approval for Kirin group’s GHG reduction targets

TCFD • In 2018, The first Japanese food and beverage company to endorse the

recommendations of TCFD

ESG Finance Award Japan

• In 2020, Gold medal awarded by Ministry of Environment, Japan

© Kirin Holdings Company, Limited 123

External authentication/evaluation Content

30% Club Japan

• In 2019, endorsed 30% Club Japan

Nadesiko Brand

• Nadeshiko Brand Company by the Ministry of Economy, Trade and Industry (METI) and the Tokyo Stock Exchange (‘18, ‘19)

SNAM Sustainability Index

• Selected in the 2019 "SNAM Sustainability Index

External Evaluation of ESG performance

© Kirin Holdings Company, Limited 124

(Reference)

CDP Carbon Disclosure Project

GPIF Government Pension Investment Fund

SBT Science Based Targets

TCFD Taskforce on Climate-related Financial Disclosure