Asahi : Notice of Results of Exercise of Voting Rights at the 92nd Annual General Meeting of Shareholders

March 3028, 20121

March 25, 2016

Company Name: Asahi Group Holdings, Ltd. President and Representative Director: Akiyoshi Koji Securities Code: 2502

Stock Exchanges: Tokyo（First Section）

Contact: Public Relations Section, Asahi Group Holdings, Ltd. Phone: +81-3-5608-5126

Notice of Results of Exercise of Voting Rights at the 92nd Annual General Meeting of Shareholders

Asahi Group Holdings, Ltd. (the "Company") announces the results of the exercise of voting rights at the 92nd Annual General Meeting of Shareholders (the "Meeting") held on March 24, 2016, as follows:

All agenda items were approved and resolved.

1. Items to be resolved:

   Item 1: Appropriation of surplus Year-end dividends

2. Type of dividend asset Cash

3. Allocation of dividend assets to shareholders and total amount of allocation

   ¥26 per share of common stock

   Total amount of payout: ¥11,905,648,638

4. Effective date of dividend payment March 25, 2016

   
   

   Item 2: Partial amendments to the Articles of Incorporation Summary of Amendments

5. To make it possible to disclose by the Internet a part of the matters in the reference materials, etc. for general meeting of shareholders, the Company will set forth a new Article in the Articles of Incorporation to this effect.

6. Following the revision of the Companies Act, which changed the scope of the Directors and Corporate Auditors of the Company with which companies can







enter into agreements limiting liability and therefore enabled companies to enter into agreements limiting liability with Directors with no executive functions and Corporate Auditors other than Outside Corporate Auditors, the Company will make partial amendment to the Articles in the Articles of Incorporation of the Company.




Item 3: Election of ten (10) Directors

Naoki Izumiya, Katsutoshi Takahashi, Yoshihide Okuda, Akiyoshi Koji, Mariko Bando, and Naoki Tanaka were re-elected, and Noboru Kagami, Kenji Hamada, Ryoichi Kitagawa, and Tatsuro Kosaka were newly elected as Directors.




Item 4: Election of one (1) Corporate Auditor

Tetsuo Tsunoda was newly elected as Corporate Auditor.




Item 5: Decision of Amount and Details of Stock Compensation for Directors

The Plan is a performance-lined stock compensation system for the Directors (excluding Outside Directors) of the Company. By the introduction of the Plan, the Company will contribute cash of up to a limit of two hundred and twenty million yen (¥220,000,000) to the trust to set the three years as the target period, and shares of common stock of the Company will be distributed from the Trust to each Director.




7. Status of voting rights

   Number of Shareholders with voting rights: 95,670 Total number of voting rights held by the shareholders: 4,573,408

   
   

   
   

8. Number of voting rights concerning the indication of "for", "against" or "abstain" for each item; Requirements for adoption; Results of resolutions

   
   

   Items to Be Resolved	For	Against	Abstain	Ratio of favorable votes	Results
   Item 1: Appropriation of surplus	3,735,296	817	2,811	99.90	Approved
   Item 2: Partial amendments to the Articles of Incorporation	3,719,648	16,482	2,811	99.48	Approved
   Item 3: Election of ten (10) Directors	3,635,115	97,214	6,603	97.22	Approved
   Naoki Izumiya
   Katsutoshi Takahashi	3,694,881	37,448	6,603	98.82	Approved
   Yoshihide Okuda	3,687,908	44,421	6,603	98.64	Approved
   Akiyoshi Koji	3,678,457	53,872	6,603	98.38	Approved
   Mariko Bando	3,697,783	38,340	2,811	98.90	Approved
   Naoki Tanaka	3,707,036	29,087	2,811	99.15	Approved
   Noboru Kagami	3,695,591	36,738	6,603	98.84	Approved
   Kenji Hamada	3,695,588	36,741	6,603	98.84	Approved
   Ryoichi Kitagawa	3,695,596	36,733	6,603	98.84	Approved
   Tatsuro Kosaka	3,713,209	22,915	2,811	99.31	Approved
   Item 4: Election of one (1) Corporate Auditor	3,579,432	156,712	2,811	95.73	Approved
   Tetsuo Tsunoda
   Item 5: Decision of Amount and Details of Stock Compensation for Directors	3,724,747	4,549	9,667	99.62	Approved

   Notes:

   The requirement for the adoption of each item is as follows:

   
   

   ・Item 1 and Item 5:

   Approval of a majority of the voting rights of the shareholders present

   ・Item 2:

   Approval at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of voting rights of the shareholders entitled to vote shall be present, by two- third (2/3) or more of the voting rights of the shareholders so present

   ・Item 3 and Item 4:

   Approval at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of voting rights of the shareholders entitled to vote shall be present, by a majority of the voting rights of the shareholders so present

   
   

9. Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights

All proposals satisfied conditions for approval based on the number of voting rights collated of shareholders that were confirmed as indicating approval, both from votes cast in advance and from shareholders attending the Meeting. Therefore, the proposals were legally passed in terms of the Companies Act and consequently voting rights not confirmed the indication of "for", "against" or "abstain" as to each item of some shareholders present at the Meeting was not added.