KIRIN Investor Day 2020 Reference Material About Corporate Governance

Strengthening Governances to Promote Long-Term Management Vision Governance Structure (after the General Meeting of Shareholders)

General Meeting of Shareholders

Audit & Supervisory Board Board of Directors

Audit Audit Independent Accounting Auditor

Independent Inside Chairman Non-executive Inside members members Directors Directors

Composition of Board of Directors* Nomination and Remuneration Women: 2 (17%) Advisory Committee :2 non-Japanese (17%) ※ Figures in parentheses are the percentage of the Board of Directors.

ChairmanNon-executive Inside Directors Directors

President & CEO Group Executive Committee International Advisory Board Chairman Group CSV Committee Group Risk and Compliance Committee Executive Officers Group Information Disclosure Committee

Composition of the Board of Directors: International experts Officers of Kirin In May 2019, we became a member of the 30% Club Japan, with the goal of 30% women in the Operating Board of Directors by 2030. from outside Kirin We are also promoting the Women's Leadership Target KWN2021, aiming for a rate of 12% by Companies 2021. © Kirin Holdings Company, Limited 2 Changes in Board of Directors' Composition ①

Review of BOD' skill set

∎ Board of Directors has, based on the results of the "Evaluations of the Board of Directors' effectiveness" conducted in FY2018 and FY2019, re- defined key expertise/experience required to achieve the Long-term Management Vision as below: "Corporate Management", "ESG/Sustainability", "Finance/Accounting", "HR/Management/talent development", "Legal/Compliance/Risk Management", "SCM", "Brand Strategy/Marketing/Sales", "International Business", "R&D/New Business/Health Science" （※Please refer to P44 and 45 on "Evaluations of the Board of Directors' effectiveness" )

Additional increase of Non-executive Directors

∎ At FY2019 "Evaluations of the Board of Directors' effectiveness", the following measures for FY2020 were identified to strengthen BOD's effectiveness: · 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) ➡ Secure talents with expertise in "Health Science", "Overseas Business" and "Corporate Governance" ∎ To promote the Long-term Management Vision and strengthen the supervisory function, the following 4 Non-executive Director candidates (new candidates) are proposed based on the deliberations at Nomination & Remuneration Advisory Committee (their career profile is as stated below) ① Chieko Matsuda: A high level of insight in corporate management based on her specialized expertise in finance and corporate governance ② Noriko Shiono: A high level of insight in a high level of insight in corporate management and marketing based on her specialized expertise in pharmaceuticals and healthcare strategy ③ Sir Rod Eddington: A high level of insight in corporate management based on his global specialized expertise ④ George Olcott: A high level of insight in corporate management based on his academic expertise in human resource development and corporate governance in global management ∎ If all the candidates proposed by Kirin are approved, Non-executive Directors will represent the majority of the Board of Directors (58.3%)

Composition of BOD

∎ Non-executive Directors will represent the majority a majority (58.3%) of the Board of Directors if all the candidates proposed by Kirin are approved at the Ordinary General Meeting of Shareholders in Mar. 2020 ∎ BOD's composition is optimal to achieve Long-term Management Vision and FY2019-2021 Medium-term Business Plan and also from the perspective of BOD's skill set

FY2019 FY2020 YoY Skill Skill set improvement/enhancement Total No. of BOD members 9 12 ＋3 Priorities for enhancing Internal 5 5 unchanged skill set Outside 4 7 ＋3 • "Health Science" (Non-executive Directors) 3 7 +4 • "ESG/Sustainability" • "Brand % of Non-executive Directors 33.3% 58.3% ＋25.0% Strategy/Marketing/Sales" • "Overseas Business" Female 0 2 ＋2 • "Finance/Accounting" International 0 2 ＋2

Total No. of Audit & Supervisory 5 5 unchanged Board members 2 2 unchanged Internal Independent 3 3 1 (new) ASB members 3 3 1 (new)

© Kirin Holdings Company, Limited 4 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 outside directors, 2. meaningful international representative on the board and 3. meaningful diversity on the board TOPIX Avg. (market cap. > 1tn yen) (> 1,500 companies1)

Non- 28% 58% executive Directors (4/7) (5/9)

Inter- 1% 17% national (2/9) (2/7)

Female 6% 17% (2/6) (2/9)

Notes: 1 Companies with internal auditors out of TOPIX constituent stocks © Kirin Holdings Company, Limited 2 Based on convocation notice of the latest AGM of each company 5 Skill Set of Board of Directors

Skill Set of the Board of Directors (BOD)

∎ Board of Directors has defined the key areas of expertise and experience required to achieve Long-term Management Vision as "Corporate Management", "ESG/Sustainability", "Finance/Accounting", "HR/Management/talent development", "Legal/Compliance/Risk Management", "SCM", "Brand Strategy/Marketing/Sales", "Overseas Business", "R&D/New Business/Health Science" and nominated director candidates with appropriate expertise and experience in such areas ∎ In FY2020 we focused on enhancing the skill set of "Health Science", "ESG/Sustainability", Brand Strategy/Marketing/Sales", "Overseas Business", "Finance/Accounting" ∎ The skill set of BOD will be as below when the proposed director candidates are approved at the Ordinary General Meeting of Shareholders in Mar. 2020

Expertise and Experience Legal / Corporate ESG / Finance / HR Management Compliance / Brand Strategy / Overseas R&D / New No. Name Management Sustainability Accounting / Development Risk SCM Marketing / Business Business / Health Management Sales Science Yoshinori １ Isozaki ● ● ● ● ● Keisuke ２ Nishimura ● ● ● ● Toshiya ３ Miyoshi ● ● ● Noriya ４ Yokota ● ● ● ● ● Noriaki Reappointment ５ Kobayashi ● ● ● Shoshi ６ Arakawa ● ● ● Masakatsu ７ Mori ● ● ● Hiroyuki ８ Yanagi ● ● ● ● Chieko ９ ● ● ● Newcandidates Matsuda 10 Noriko Shiono ● ● ● ● Rod 11 ● ● Eddington George 12 ● ● ● ● Olcott © Kirin Holdings Company, Limited 6 Skill Set of Executive Officers/Audit & Supervisory Board

Skill Set of Executive Officers

Expertise and Experience Human Resources Legal / Brand Strategy / R&D / New Corporate ESG / Finance / Management / Compliance / Marketing / Overseas Business / Health Title Name Management Sustainability Accounting SCM Business Development Risk Management Sales Science Senior Executive Hiroshi Vice President Ogawa ● ● Senior Executive Ryosuke Officer Mizouchi ● ● Senior Executive Toru Officer Yoshimura ● ● ● Senior Executive Junko Officer Tsuboi ● ● Senior Executive Masao Officer Maehara ● ● Senior Executive Takayuki Officer Fuse ● ● ● Senior Executive Hideki Officer Horiguchi ● ● ● （New) Senior Executive Takeshi Officer Minakata ● ● ●

Skill Set of Audit and Supervisory Board

Expertise and Experience Human Resources Legal / Brand Strategy / R&D / New Corporate ESG / Finance / Management / Compliance / Marketing / Overseas Business / Health Title Name Management Sustainability Accounting SCM Business Development Risk Management Sales Science Audit & Supervisory Akihiro Ito Board Member ● ● Audit & Supervisory Keiji Kuwata Board Member ● ● Audit & Supervisory Nobuo Nakata Board Member ● ● Audit & Supervisory Yoshiko Ando Board Member ● ● ● （New) Audit & Supervisory Kaoru Kashima ● ● Board Member

Chieko Matsuda: Profile and reasons for nomination

Chieko Matsuda (Born: Nov. 18, 1964) ▼Reasons for nomination as a candidate for Non-executive Director Ms. Chieko Matsuda has considerable experience gained from financial and capital markets and management consulting at a bank and credit rating agency and a extensive range of knowledge, especially in terms of insight in corporate management based on her specialized expertise in finance and corporate governance. She also specializes in corporate and financial strategies from such experience and expertise and has academic expertise in corporate management and capital markets. Based on this, she has provided valuable opinions and suggestions from objective and professional perspectives for the management of the Company, especially to promote disciplined financial strategy to drive growth and the growth strategies. 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.

Expertise and Experience Non-executive Human Legal / Corporate ESG / Finance / Resources Compliance / Brand Strategy / Overseas R&D / New Management Sustainability Accounting Management / Risk SCM Marketing / Business Business / Health Development Management Sales Science Female ● ● ●

▼ Profile ▼ Significant positions concurrently held at other Apr. 1987 Joined The Long-Term Credit Bank of Japan, Limited companies and organizations Oct. 1998 Joined Moody’s Japan K.K. • Non-executive Director, Hitachi Chemical Sep. 2001 Joined Corporate Directions, Inc. Company. Ltd. May 2006 Representative Director of Matrix, Inc. • Non-executive Director, Foster Electric Oct. 2006 Vice President (Partner) of Booz and Company, Inc. Company Limited Apr. 2011 Professor of School of Business Administration, Faculty of Urban Liberal • External Director, SATO HOLDINGS Arts (Currently Faculty of Economics and Business Administration) at CORPORATION Tokyo Metropolitan University (Present) • Professor, Faculty of Economics and Business Professor of Department of Business Administration, Graduate School of Administration, Tokyo Metropolitan University Social Sciences (Currently Graduate School of Management) at Tokyo • Professor, Graduate School of Management, Metropolitan University (Present) Tokyo Metropolitan University 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. 2016 External Director of SATO HOLDINGS CORPORATION (Present)

Noriko Shiono: Profile and reasons for nomination

Noriko Shiono (Born: Oct. 18, 1960) ▼Reasons for nomination as a candidate for Non-executive Director Ms. Noriko Shiono has considerable experience acquired over many years as a corporate executive and a wide range of knowledge, especially a high level of insight in corporate management and marketing based on her specialized expertise in pharmaceuticals and healthcare strategy as a Representative Director of SSP Co., Ltd. and Widex Japan, a medical device manufacturer. Based on this, we expect her to provide valuable opinions and suggestions from objective and professional perspectives for the management of the Company as Non-executive Director, especially to establish and foster new businesses in Health Science area. 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.

▼Profile ▼Significant positions concurrently held at other companies and organizations Aug. 1983 Joined Japan New Media Co., Ltd. • President, Widex Japan 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)

Sir Rod Eddington: Profile and reasons for nomination

Sir Rod Eddington (Born: Jan. 2, 1950) ▼Reasons for nomination as a candidate for Non-executive Director Sir Rod Eddington has considerable experience acquired over many years as a corporate executive and director of global companies and a high level of insight in corporate management and corporate governance. He also has served as Chairman of The Japan-Australia Business Co- operation Committee and member of APEC Business Advisory Council, has deep insight into the economy and market of the Asia-Pacific region including Japan, and built extensive network across industries. Based on this, he has provided valuable opinions and suggestions on global strategies as a member of the International Advisory Board from objective and professional perspectives for the management of the Company. 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.

Expertise and Experience Non-executive Human Legal / Corporate ESG / Finance / Resources Compliance / Brand Strategy / Overseas R&D / New Management Sustainability Accounting Management / Risk SCM Marketing / Business Business / Health Male Development Management Sales Science (international) ● ●

▼Profile ▼ Significant positions concurrently held at other Sep. 1979 Joined John Swire & Sons (H.K.) Ltd. companies and organizations Apr. 1992 Cathay Pacific Airways Limited Managing Director • Chairman, Non-Executive Director of Lion Pty Jan. 1997 Non-executive Director of John Swire & Sons (Australia) Pty Ltd. (Present) Ltd* Apr. 2000 Chief Executive Officer of British Airways plc • Non-executive Director, John Swire & Sons Feb. 2006 Non-executive Director of CLP Holdings Limited (Present) (Australia) Pty Ltd. Mar. 2011 Director of Lion Pty Ltd* • Non-executive Director, CLP Holdings Limited Mar. 2012 Chairman, Non-Executive Director of Lion Pty Ltd (Present)*

* Non-executive directors

George Olcott: Profile and reasons for nomination

George Olcott (Born: May 7, 1955 ) ▼Reasons for nomination as a candidate for Non-executive Director Mr. George Olcott has considerable experience acquired over many years in international financial markets including investment banking business and a high level of insight in corporate management based on his academic expertise in corporate governance development and human resource in global management. Further, he has served as director at some top Japanese companies. Based on this, we expect him to provide valuable opinions and suggestions from objective and professional perspectives for the management of the Company as Non-executive Director, especially to promote the growth strategies under KV2027 and disciplined financial strategy to drive growth. 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.

Expertise and Experience Non-executive Human Legal / Corporate ESG / Finance / Resources Compliance / Brand Strategy / Overseas R&D / New Management Sustainability Accounting Management / Risk SCM Marketing / Business Business / Health Male Development Management Sales Science (International) ● ● ●

▼ Profile ▼Significant positions concurrently held at other companies and organizations Jul. 1986 Joined S.G. Warburg & Co., Ltd. • Non-executive Director of Hitachi Chemical Co., Feb. 1999 President of UBS Asset Management (Japan) Ltd. President of Japan UBS Brinson Group • Non-executive Director of DENSO Jun. 2000 Managing Director, Equity Capital Market, UBS Warburg Tokyo CORPORATION Sep. 2001 Senior Fellow, Judge Business School, University of Cambridge • Non-executive Director of Dai-ichi Life Mar. 2005 FME Teaching Fellow, Judge Business School, University of Cambridge Holdings, Inc. 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)