Kyowa Hakko Kirin : Matters concerning controlling shareholders(23KB)

March 28, 2014

Listed Company Name: Kyowa Hakko Kirin Co., Ltd.

Representative: Nobuo Hanai, President and CEO (Code no.: 4151, First Section of TSE) Inquiries: Shigeru Morotomi, Executive Officer Corporate Communications Department

Telephone: +81-3-3282-0009

Kyowa Hakko Kirin hereby provides information on "matters concerning controlling shareholders."

with regard to its parent company Kirin Holdings Co., Ltd. Details are as follows:

1. Names of the parent company, controlling shareholder (excluding parent company) and other affiliated companies and their parent companies.

(As of December 31, 2013)

2. Position of listed company within the parent company or group and relationships with other listed companies and the parent company.

1) Position of listed company within the parent company or group, transactional and personal relationships with parent and other group companies, capital relationships, etc.
Parent company Kirin Holdings Co., Ltd. (hereafter, Kirin Holdings) holds 53.17% of Kyowa Hakko Kirin voting rights. Kyowa Hakko Kirin operates an ethical pharmaceuticals business and is a core company within the Pharmaceuticals Business division of Kirin Holdings.
As regards personal relationships, as of March 28, 2014, one managing director & representative director of Kirin Holdings is also appointed to our Board of Directors as an external director with the aim of strengthening our management structure and other initiatives and one full-time auditor at Kirin Holdings also serves as our external part-time auditor.
2) Measures to ensure independence from the parent and other group companies
Kyowa Hakko Kirin is a consolidated subsidiary of Kirin Holdings, a non-operating holding company that holds 50.10% of the total number of Kyowa Hakko Kirin's outstanding shares. In the Integration Agreement, dated October 22, 2007, it is agreed that both companies recognize that while observing

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core group management policies, Kyowa Hakko Kirin will operate as an autonomous company with independence and flexibility, ensure management independence as a listed company, strive to maximize value for all shareholders and achieve consistent growth of our corporate value. Further, it is agreed by Kirin Holdings and Kyowa Hakko Kirin that during the 10 years following the signing of the Integration Agreement, Kirin Holdings will in principle maintain a shareholding ratio of 50.10% in Kyowa Hakko Kirin and will exert full and reasonable efforts to maintain Kyowa Hakko Kirin as a listed company.
3. Transactions with controlling shareholders and other items
Consolidated fiscal year ended December 31, 2013

1) Lending of funds is the average balance of transactional amounts through the period and is derived from CMS (Cash Management System) transactions. The interest rate on the loan was determined with reasonable consideration to market interest rates.

4. Implementation of measures to protect minority shareholders in transactions with controlling shareholder

Transactions with controlling shareholders, whether those be of goods and services provided by us or to us, are based on objective market information and other data, and as with ordinary transactions, rational terms are agreed and the transaction is conducted appropriately so that the minority shareholders are not disadvantaged.

Ends

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