Announcement of Simple Absorption-type Split with Consolidated Subsidiary "Asahi Group Japan"

November 10, 2021

For immediate release

Company Name: Asahi Group Holdings, Ltd.

President and CEO, Representative Director: Atsushi Katsuki

Stock Ticker: 2502

Stock Listings: Tokyo Stock Exchange, First Section

Contact: Osamu Ishizaka

Executive Officer, Head of Corporate Communications

Phone: [phone]

Announcement of SimpleAbsorption-type Split with

Consolidated Subsidiary "Asahi Group Japan"

Further to the August 10, 2021 announcement of the establishment of an intermediate holding company and the partial transfer of functions of Asahi Group Holdings, Ltd. (the "Company"), the Company today announced that at a meeting of the Board of Directors held today, a resolution was passed to transfer certain functions of the Company relating to the business management of domestic operations (the "Business") to Asahi Group Japan, Ltd. ("Asahi Group Japan"), a wholly-owned subsidiary of the Company, by way of a corporate split. Accordingly, an absorption-type split agreement was concluded today between Asahi Group Japan and the Company, the details of which are as follows. The effective date of the split is scheduled to be January 1, 2022.

Note that, because this split is an absorption-type split whereby the split unit will become a wholly- owned subsidiary of the Company, some items of disclosure and information have been partially omitted.

1. Purpose of the split

The Asahi Group is looking to generate global synergies and expand and develop its five global brands while further boosting the competitiveness of business conducted in the areas overseen by each of its regional headquarters in Japan, Europe, Oceania, and Southeast Asia.

The split will enable the Company to shift its focus to developing strategies and overseeing the management of the entire Group, while Asahi Group Japan will seek to expand the Group's businesses in Japan and maximize its value.

Companies currently under the oversight of the Company, such as Asahi Breweries, Asahi Soft Drinks, and Asahi Group Foods, are scheduled to be placed under Asahi Group Japan in January 2022.

1

2. Key points of the split
(1) Split schedule
Board of Directors resolution date:	November 10, 2021
Effective date of split agreement:	November 10, 2021
Scheduled effective date of absorption-type split:	January 1, 2021

Note: The split will proceed without being subject to the approval of the Company's General Meeting of Shareholders because it corresponds to a simple absorption-type split pursuant to the provisions of paragraph 2 of Article 784 of the Companies Act.

(2) Split process

Absorption-type split involving the Company as the split company and Asahi Group Japan as the successor company.

(3) Allotment of shares in connection with the split

Asahi Group Japan will issue one common share following the split for allotment to the Company.

1. Handling of stock acquisition rights and bonds with stock options in conjunction with the split Not applicable.
2. Change in capital stock as a result of the split

There will be no change in the Company's capital stock as a result of the split.

(6) Rights and obligations transferred to the successor company

The assets, liabilities, and other rights and obligations belonging to the Business will be assigned within the scope prescribed in the absorption-type split agreement. Debt will be assumed in accordance with the concomitant assumption method.

(7) Expected fulfillment of obligations

The Company judges there to be no issues regarding Asahi Group Japan fulfilling its expected obligations in the split.

3. Overview of companies involved in the split

			Split company			Successor company
(1)	Company name		Asahi Group Holdings, Ltd.		Asahi Group Japan, Ltd.
(2)	Head office		1-23-1 Azumabashi, Sumida-ku,		1-23-1 Azumabashi, Sumida-ku,
			Tokyo		Tokyo
(3)	Representative		Atsushi Katsuki-		Atsushi Katsuki-
			President and CEO,		President &
			Representative Director		Representative Director
(4)	Business		Management strategies and		No business activities prior to
	description		business management of the
			the split
			group
(5)	Capital amount		JPY 220,044 million (as of		JPY 50 million (as of November
			December 31, 2020)	10, 2021)
(6)	Established		September 1, 1949		September 28, 2021
(7)	Shares outstanding		507,003,362 (as of June 30,		2,000 (as of November 10, 2021)
		2021)
		2

(8)		Fiscal year-end	December 31		December 31
(9)		Main shareholders	The Master Trust	11.67%	Asahi Group Holdings, 100%
		and shareholding	Bank of Japan, Ltd.		Ltd.
		ratios	(Trust Account)
		(Percentage of total	Custody Bank of	5.41%
		shares calculated	Japan, Ltd. (Trust
		after deduction of	Account)
		treasury shares)	SMBC Nikko	2.87%
			Securities Inc.
			The Dai-ichi Life	2.21%
			Insurance Company,
			Limited
			Fukoku Mutual Life	1.97%
			Insurance Company
(10)	Operating results and financial position for the latest fiscal year (ended December 31,
2020)
	Total equity attributable	JPY 1,516,124 million
	to owners of the parent	(consolidated)
	Total assets	JPY 4,439,378 million		－
	(consolidated)
	Equity per share
	attributable to owners of	JPY 2,992.06 (consolidated)	－
	the parent
	Revenue	JPY 2,027,762 million		－
	(consolidated)
	Operating profit	JPY 135,167 million		－
	(consolidated)
	Profit for the year	JPY 92,584 million		－
	(consolidated)
	Profit attributable to	JPY 92,826 million		－
	owners of the parent	(consolidated)
	Basic earnings per share	JPY 196.52 (consolidated)	－

Note: Asahi Group Japan was established on September 28, 2021, therefore no data for operating results or financial position is available.

(1) Business of the split unit

Business management of domestic operations

1. Operating results of the split unit Net sales: JPY 0
2. Book values of assets and liabilities subject to the split

	Assets		Liabilities
Item		Value	Item		Value
Assets		JPY 142,453 million	Liabilities		JPY 2,812 million

Note: The above values were calculated based on data as of December 31, 2020 and may differ on the date the split takes effect.

3

4. After the split (scheduled for January 1, 2022)

			Split company
(1)	Company name		Asahi Group Holdings, Ltd.
(2)	Head office		1-23-1 Azumabashi, Sumida-ku, Tokyo
(3)	Representative		Atsushi Katsuki, President and CEO, Representative Director,
		President & CEO
(4)	Business description		Group management strategies and business management
(5)	Capital amount		JPY 220,044 million
(6)	Fiscal year-end		December 31
			Successor company
(1)	Company name		Asahi Group Japan, Ltd.
(2)	Head office		1-23-1 Azumabashi, Sumida-ku, Tokyo
(3)	Representative		Kenji Hamada- President and CEO, Representative Director
(4)	Business description		Business management of domestic operations
(5)	Capital amount		JPY 50 million
(6)	Fiscal year-end		December 31

4

5. Group structure after the split Current structure

Following the split in January 2022

6. Impact on the Asahi Group's financial performance

The impact of the scheduled split on the Group's consolidated financial results will be minimal.

5