Asahi : Convocation Notice of The 98th Annual General Meeting of Shareholders

CONVOCATION NOTICE OF THE 98th

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Request to Refrain from Attending and Implementation of Limit on Admission in order to Prevent the Spread of the Novel Coronavirus Disease (COVID-19) and Ensure Safety

• We strongly request that shareholders refrain from attending the General Meeting this year if possible and exercise voting rights via either postal mail or the internet, etc. in advance.
• • Please see pages 3 - 5 for details on how to exercise voting rights in advance.
  • We plan on streaming the General Meeting live via the internet, and viewing will be restricted to shareholders. Please see page 6 for details.
• We will implement a limit on admission to the venue of the General Meeting (pre-registration & lottery).
• • Please see page 2 and the notice sent on February 24 (Thursday) for details regarding the limit on admission.

The provision of gifts at the General Meeting will be cancelled from this year.

Thank you for your understanding.

DATE AND TIME

March 25 (Friday), 2022 at 1:00 p.m. (JST) (Reception start time: Noon)

DEADLINE FOR EXERCISING VOTING RIGHTS VIA POSTAL MAIL AND INTERNET, ETC.

No later than 5:30 p.m., March 24 (Thursday), 2022 (JST)

English Translation of Original Japanese This is a translation of the original notice in Japanese. In the event of any discrepancy, the original notice in Japanese shall prevail.

ASAHI GROUP HOLDINGS, LTD.

Securities Code: 2502

TABLE OF CONTENTS
Convocation Notice	1
Reference Materials for General Meeting of
Shareholders	7
Item 1	Appropriation of Retained Earnings	7
Item 2	Partial Amendments to the Articles of
	Incorporation	8
Item 3 Election of eight (8) Directors	10
Item 4	Election of one (1) Audit & Supervisory Board
	Member	23
Item 5	Revision of Stock Compensation Plan for
	Directors	28
Business Report	33
Consolidated Financial Statements	83
Non-Consolidated Financial Statements	88
Audit Reports	91

Dear Shareholders:

Firstly, I would like to extend my heartfelt sympathies to those affected by COVID-19, as well as my deep respect and gratitude to the medical professionals working in their care night and day, and those working diligently both to prevent the spread of infection and to maintain social systems.

I hereby deliver this Convocation Notice of the 98th Annual General Meeting of Shareholders.

As with the previous year, we will be holding the General Meeting upon taking measures to ensure the safety of shareholders and prevent the spread of infection, taking the status of COVID-19 into consideration.

Please consider refraining from attending the General Meeting in person this year, if possible, and exercise voting rights via either postal mail or the internet, etc., in advance.

I would like to ask that our shareholders continue to give us their unwavering support.

Sincerely, March 4, 2022

Atsushi Katsuki

President and Representative Director

ASAHI GROUP HOLDINGS, LTD.

CONVOCATION NOTICE OF

THE 98th ANNUAL GENERAL MEETING OF SHAREHOLDERS

(1) DATE AND TIME

March 25 (Friday), 2022, at 1:00 p.m. (JST) (Reception start time: Noon)

(2) PLACE

Banquet Room "Tsuru," Banquet Floor of "The Main" of Hotel New Otani, 4-1,Kioi-cho,Chiyoda-ku, Tokyo

We strongly request that shareholders refrain from attending the General Meeting this year if possible and exercise voting rights via either postal mail or the internet, etc., in advance.

Please see pages 3 - 5 for details on how to exercise voting rights in advance.

Deadline for exercising voting rights:

No later than 5:30 p.m., March 24, 2022 (JST)

We will be live streaming the General Meeting via the internet on the day of the meeting.

► Please see page 6 for details.

1

Implementation of a limit on admission to the General Meeting (pre-registration & lottery)

The number of seats at the General Meeting will be limited as we will be putting wide space between each seat in order to reduce the risk of infection.

Therefore, shareholders will need to pre-registerin advanceby applying for a seat at the General Meeting.

In the event that applications exceed the seating capacity, we will implement a lottery system.

We ask that you carefully consider whether you wish to attend the General Meeting, and apply for pre- registration if you do wish to attend.

The provision of gifts at the General Meeting will be cancelled from this year.

Thank you for your understanding.

• "Attendance Application Form" sent on February 24

Please confirm the materials provided with the "Attendance Application Form," and in the event that you wish to attend, fill in the designated items, affix the privacy sticker provided, and send it via postal mail.

Application Deadline

To be received by March 10, 2022 (JST)

Only the shareholders whohave applied for attendance and hold the "attendance card" and "voting form for exercising voting rights" may attend.

Please understand that "shareholders who have not pre-registered," "shareholders who were not selected in the lottery," and "shareholders who cannot confirm that they were selected upon attendance" will not be allowed to enter the General Meeting venue.

March 15

Send "attendance card" (postal mail)

The lottery result will be sent to shareholders who were not selected on the same day.

March 25

General Meeting of Shareholders

Please present your "attendance card" and "voting form for exercising voting rights" at the reception desk.

(3) PURPOSESItems to be reported:

Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements and Reports of the audit results of the consolidated financial statements by the Independent Accounting Auditor and the Audit & Supervisory Board for the 98th term, from January 1, 2021 to December 31, 2021.

Items to be resolved:

Item 1: Appropriation of Retained Earnings

Item 2: Partial Amendments to the Articles of Incorporation

Item 3: Election of eight (8) Directors

Item 4: Election of one (1) Audit & Supervisory Board Member

Item 5: Revision of Stock Compensation Plan for Directors

Note: Among attached materials to be provided with this notice, the following materials are posted on the Company's website in accordance with the provisions of relevant laws and regulations and the Article 15 of the Company's Articles of Incorporation, and they are not attached to this notice.

1. "Systems to Ensure Appropriate Execution of Directors' Duties in Conformity With Laws and Regulations and the Articles of Incorporation, and Other Systems to Ensure Appropriate Business Operations" and "Basic Policy Concerning the Persons Who Control Decisions on the Company's Financial and Business Policy" in the Business Report
2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
3. "Non-consolidatedStatement of Changes in Net Assets" and "Notes to the Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements

The Audit & Supervisory Board Members and the Audit & Supervisory Board have audited the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements included in the attached materials to this convocation notice, as well as the documents listed in (i) through (iii) above. Furthermore, the Independent Accounting Auditor has audited the Consolidated Financial Statements and Non-Consolidated Financial Statements included in the attached materials to this convocation notice, as well as the documents listed in (ii) and (iii) above.

If there are any corrections to Reference Materials for General Meeting of Shareholders, Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements, they will be posted on the Company's website.

WEB The Company's website: https://www.asahigroup-holdings.com/en/

2

Please exercise your voting rights, which is the right to participate in the Company's management.

Guide to Exercising Voting Rights in Advance

A voting right at the General Meeting of Shareholders is an important right that entitles shareholders to participate in the Company's management. Please refer to the following and exercise your voting rights by either method.

Voting via Internet, etc.

For details on exercising voting rights via the internet, etc., please refer to following pages.

1* The online voting website and Help Desk information are available only in Japanese.

Deadline for exercising voting rights via the internet, etc.:

By 5:30 p.m., March 24 (Thursday), 2022 (JST)

	Please indicate your consent/dissent
Voting via Postal Mail	concerning each item shown on the
voting form, and send back the form so
2	that it will arrive no later than the
deadline for exercising voting rights.
Deadline for exercising voting rights via postal mail:
To be received by 5:30 p.m., March 24 (Thursday), 2022 (JST)

Please indicate your consent/dissent with respect to each item here.

• If you exercise your voting rights in duplicate (i.e., voting online as well as voting by using the voting form), only the online vote will be counted.
• If you submit a voting form without indicating your consent/dissent with respect to each item, you will be deemed to have voted in favor of the Company's proposal(s).

Items 1, 2, 4 and 5

Item 3

If you consent:	If you dissent:
Mark a ○ in the	Mark a ○ in the
box marked "賛"	box marked "否"

For all candidates,

if you consent:	if you dissent:
Mark a ○ in the	Mark a ○ in the
box marked "賛"	box marked "否"

If you selectively veto certain candidates:

Mark a ○ in the box marked "賛" and write the number of each candidate you choose to veto.

3

Deadline for exercising voting rights via the Internet, etc.:

By 5:30 p.m., March 24 (Thursday), 2022 (JST)

• Institutional investors may use the platform operated for institutional investors by ICJ, Inc. to electronically exercise the voting rights.

Method 1: "Smart Voting" Recommended

1. If you intend to exercise your voting rights by smartphone, you can simplyexercise voting rights without entering your voting code and passwordby scanning the QR code® located on the bottom right of the voting form.
2. Indicate your consent/dissent concerning each item by following the instructions displayed on the screen.

Note If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website in accordance with "Method 2: Entering voting code and password" noted below, login by entering your voting code and password, and correct your vote.

Method 2: "Entering voting code and password"

1. You can exercise your voting rights by accessing the online voting websitehttps://www.web54.net from a computer, smartphone or cellular phone, and entering the voting code and password.
2. Enter the "voting code" (議決権行使コード) indicated on the voting form.
   Enter the "voting code" (議決権行使コード)
   Voting code

Click on "Log in"

(ログイン)

4