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March 18, 2013

Notice Concerning Share Transfer (Subsidiary Transfer) of Kirin Kyowa Foods
Company, Limited to Mitsubishi Corporation

Kirin Holdings Company, Limited (President and CEO: Senji Miyake; hereafter: “Kirin Holdings”) announced that it concluded a share transfer agreement on March 18, 2013 for the transfer of all shares in its consolidated subsidiary Kirin Kyowa Foods Company, Limited (Head Office: Shinagawa-ku, Tokyo; hereafter: “Kirin Kyowa Foods”) to Mitsubishi Corporation. The share transfer will take place in two stages, with the first scheduled for July 1, 2013 and the second for January 1, 2015.
Through our wholly-owned subsidiary Kirin Kyowa Foods, we have developed the seasonings and food ingredient business focusing on natural seasonings (yeast extract, amino acid and other extracts), brewed seasonings, “umami” seasonings/flavor enhancers and bakery materials.
The food ingredient and additive market is expected to see high growth globally, particularly in China and other Asian countries, spurred by expansion of the processed food industry due to economic growth. In consideration of the future growth strategy for Kirin Kyowa Foods, we have decided to transfer the business to Mitsubishi Corporation. We concluded that Kirin Kyowa Foods would be able to conduct diverse development and aim for further growth through cooperation with Mitsubishi Corporation and its related companies, with their strong global network, while playing a role as the core foodstuffs and seasoning materials business within Mitsubishi Corporation, a company which is expanding its business strengths in the food science field,

Kirin Holdings will continue efforts to further boost corporate value, guided by the 2013-2015 Medium-Term Business Plan implemented from January 2013.

Note: The impact of this action on our consolidated business results is expected to be minimal.

Overview of This Share Transfer

  • (1) Target
    Kirin Kyowa Foods Company, Limited
    (2) Transferor
    Kirin Holdings Company, Limited
    (3) Transferee
    Mitsubishi Corporation
    (4) Transfer method
    Transfer of Kirin Kyowa Foods shares from Kirin Holdings to Mitsubishi Corporation through a share transfer agreement
    (5) Number of shares transferred
    1,354 shares (all outstanding shares)
    (6) Transfer price
    30.5 billion yen
    • Note: We have determined the transfer price by taking appropriate account of factors including the growth potential of Kirin Kyowa Foods’ business and its current asset values.
    (7) Schedule
    Board Resolution
    March 18, 2013
    Conclusion of Share Transfer Agreement
    March 18, 2013
    1st Share Transfer (81% of all issued shares)
    July 1, 2013
    2nd Share Transfer (remaining shares)
    January 1, 2015 (schedule)
    • Note: Scheduled to be excluded from Kirin Holdings consolidated results from the third quarter of the current fiscal year.

Overview of Subsidiary

(1) Company Name Kirin Kyowa Foods Company, Limited
(2) Location 2-8, Higashi Shinagawa 2-chome, Shinagawa-ku, Tokyo
(3) Name and Title of Representative Soichiro Katsura, Representative Director and President
(4) Business Activities Manufacture, sale, import and export of natural seasonings, brewed seasonings, “umami” seasonings, quality-improving agents, yeast-related ingredients, sweeteners, bakery materials, processing liquors and other food ingredients.
(5) Capital 3,000 million yen
(6) Date Established April 1, 2005
(7) Major Shareholders and Shareholding Ratio Kirin Holdings Company, Limited (100%)
(8) Relationship between Kirin Holdings and Kirin Kyowa Foods Capital Relationship Wholly-owned subsidiary of Kirin Holdings.
Personnel Relationship The Managing Executive Officer of Kirin Holdings simultaneously holds the position of Representative Director and President of Kirin Kyowa Foods. Furthermore, two employees of Kirin Holdings subsidiaries are Directors, and one employee is an Auditor for Kirin Kyowa Foods.
Business Relationship Kirin Holdings has provided Kirin Kyowa Foods with both short- and long-term loans, together with administrative guidance and management services.
Additionally, subsidiaries of Kirin Holdings purchase products and materials from Kirin Kyowa Foods.
(9) Non-consolidated business results and financial standing of Kirin Kyowa Foods for the past three years
Accounting Period Fiscal year ended
December 31, 2010
Fiscal year ended
December 31, 2011
Fiscal year ended
December 31,2012
Net Assets 18,938 million yen 19,674 million yen 14,936 million yen
Total Assets 48,711 million yen 54,061 million yen 49,804 million yen
Net Assets per Share 13,986,982 yen 14,530,742 yen 11,031,070 yen
Sales 69,846 million yen 73,743 million yen 71,318 million yen
Operating Income 3,870 million yen 2,464 million yen 1,478 million yen
Ordinary Income 4,045 million yen 2,620 million yen 1,777 million yen
Net Income 614 million yen 1,032 million yen (4,085 million yen)
Net Income per Share 453,503 yen 762,799 yen (3,017,120 yen)
Dividend per Share 453,000 yen 762,000 yen 0 yen
  • Note: Kirin Kyowa Foods has compiled and disclosed non-consolidated financial statements in accordance with Japan’s Companies Act. However, it has not compiled consolidated financial statements in accordance with Japan’s Companies Act and Financial Instruments and Exchange Act. We have therefore indicated the company’s non-consolidated business results and financial status. For reference purposes, we have indicated figures relating to the Kirin Kyowa Foods Group below that are included in Kirin Holdings’ consolidated total assets and sales figures.
  Fiscal year ended
December 31, 2010
Fiscal year ended
December 31, 2011
Fiscal year ended
December 31, 2012
Consolidated total assets 63,796 million yen 65,119 million yen 60,966 million yen
Consolidated sales 73,282 million yen 76,331 million yen 74,407 million yen

Overview of Transferee

(1) Company Name Mitsubishi Corporation
(2) Location 3-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
(3) Name and Title of Representative Ken Kobayashi, President and Chief Executive Officer
(4) Business Activities Mitsubishi Corporation has six diverse Business Groups, namely Industrial Finance, Logistics & Development, Energy, Metals, Machinery, Chemicals, and Living Essentials, as well as two further divisions, the Business Service Group and the Global Environment & Infrastructure Business Development Group.
(5) Capital 204,447 million yen
(6) Date Established April 1, 1950
(7) Consolidated Net Assets 3,828,287 million yen (end March 2012)
(8) Consolidated Total Assets 12,588,513 million yen (end March 2012)
(9) Major Shareholders and Shareholding Ratio Japan Trustee Services Bank, Ltd. (7.17%)
(10) Relationship between Kirin Holdings and Mitsubishi Corporation Capital Relationship Kirin Holdings holds 3,949,196 shares in Mitsubishi Corporation (shareholding ratio: 0.24%), and Mitsubishi Corporation holds 6,710,473 shares in Kirin Holdings (shareholding ratio: 0.70%).
Personnel Relationship There is no personnel relationship which should be noted between Kirin Holdings and Mitsubishi Corporation.
Business Relationship Subsidiaries of Kirin Holdings purchase manufacturing materials from Mitsubishi Corporation.
Related Party Status Mitsubishi Corporation is not a related party of Kirin Holdings. There are also no persons or affiliates of Mitsubishi Corporation that are related parties of Kirin Holdings.

Reference:
Kirin Holdings: Forecast of Consolidated Results for Current Fiscal Year (as of February 14, 2013) and Consolidated Results for Previous Fiscal Year

  Sales Operating Income Ordinary Income Net Income
Fiscal Year ending
December 31, 2013
(Forecasts)
2,290,000
million yen
155,000
million yen
132,000
million yen
90,000
million yen
Fiscal Year ended
December 31, 2012
(Results)
2,186,177
million yen
153,022
million yen
138,452
million yen
56,198
million yen

  • Kirin Holdings Inquiry Form: http://www.kirinholdings.co.jp/english/customer/
  • Kirin Holdings Web Site: http://www.kirinholdings.co.jp/english/

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