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April 11, 2014

Notice Concerning Results of Tender Offer for Own-Share Repurchase and
Termination of Repurchase

The Board of Directors of Kirin Holdings Company, Limited adopted a resolution on March 10, 2014 concerning implementation of an own-share repurchase by means of a Tender Offer (the “Tender Offer”) in accordance with the provisions of Article 156, Paragraph 1 of the Companies Act (law No. 86 of 2005, as amended; referred to as the “Companies Act”) applied with certain replacement of terms pursuant to Article 165, Paragraph 3 of the Act and the Company’s Articles of Incorporation. Implementation of the Tender Offer began on March 11, 2014 and ended on April 10, 2014. Details are set forth below.

With the conclusion of the Tender Offer, the own-share repurchase pursuant to the March 10, 2014 Board of Directors resolution has been terminated.

I. Results of the Tender Offer

  • 1. Summary of the Tender Offer
  • (1) Name and Address of Tender Offeror
    Kirin Holdings Company, Limited
    10-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan
  • (2) Type of Publicly-traded Shares Purchased
    Common shares
  • (3)Tender Offer Period
  • (a)Tender Offer Period
    From Tuesday, March 11 to Thursday, April 10, 2014 (22 business days)
  • (b) Date of public notice of commencement of the Tender Offer Bid
    Tuesday, March 11, 2014
  • (4)Repurchase Price
    1,232 yen per share of common stock
  • (5)Settlement Method and Commencement Date
  • (a) Name of the financial instruments broker or bank that will perform settlement relating to the purchase and address of its main branch
    Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
    2-5-2 Marunouchi, Chiyoda-ku, Tokyo, Japan
  • (b) Settlement Commencement Date
    Wednesday, May 7, 2014
  • (c) Settlement Method
    Promptly after the end of the Tender Offer Period, notice of purchase pursuant to the Tender Offer will be sent to tendering shareholders (in the case of a foreign shareholder, the shareholder’s standing proxy) at their address or location.
    Purchases will be made in cash. The amount equal to the purchase proceeds relating to the purchased share certificates less applicable withholding taxes (see note) will be remitted by the Tender Offer agent to the location specified by the tendering shareholder (in the case of a foreign shareholder, the shareholder’s standing proxy) without delay after the settlement commencement date in accordance with instructions from the tendering shareholder (in the case of a foreign shareholder, the shareholder’s standing proxy).
    • Note: Imposition of taxes on shares purchased pursuant to a Tender Offer
      Please consult with your tax accountant or other professional concerning specific tax-related questions and make your own determinations.
  • a. Individual shareholders
  • (i) In the case where the tendering shareholder is a resident or a non-resident with a permanent domestic establishment
  • If the amount of money received for tendering and delivering shares pursuant to the Tender Offer exceeds the amount of the portion corresponding to the shares that are the basis of the delivery included in the Tender Offeror’s capital (in the case of a consolidated corporation, the amount of consolidated capital; same hereafter) (i.e., the purchase price per share exceeds the purchaser’s capital per share), the amount of the excess portion is deemed to be dividends and is subject to taxation. Furthermore, the amount of the monies received for tendering and delivering shares pursuant to the Tender Offer minus the amount deemed to be dividends is income from the transfer of shares. If there is no amount that is deemed to be dividends (i.e., the purchase price per share is no more than the Tender Offeror’s capital per share), all of the monies received for tendering and delivering shares pursuant to the Tender Offer is income from the transfer of shares.
    The portion considered dividends is subject to withholding equal to 20.315% (15.315% in income taxes and the Special Reconstruction Income Tax under the Act on Special Measures concerning Securing Financial Resources Necessary for Implement Measures for Reconstruction in Response to the Great East Japan Earthquake (Law No. 117 of 2011; referred to as the “Special Reconstruction Income Tax”) and 5% in resident taxes; non-residents with a permanent domestic establishment are specially exempt from the 5% resident tax); provided, however, that in the case where a shareholder is a large shareholder specified in Article 4-6-2, Paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (“Large Shareholder, etc.”), 20.42% of the payment is withheld (income tax and Special Reconstruction Income Tax only). In addition, the amount of income from the transfer of shares minus acquisition expenses relating to the shares is in principle subject to separate self-assessment taxation.
    In the case where shares in a tax-free account (“Tax-Free Account”) specified in Article 37-14 of the Special Taxation Measures Act (tax-free status of income from transfers relating to small amounts of publicly-traded shares in Tax-Free Accounts) are tendered pursuant to the Tender Offer and the financial instruments broker with which the tax-free account was opened is Mitsubishi UFJ Morgan Stanley Securities, income from the transfer of shares pursuant to the Tender Offer is in principle tax free. If the tax-free account was opened with a financial instruments broker other than Mitsubishi UFJ Morgan Stanley Securities, the treatment described above may not apply.
  • (ii) In the case where the tendering shareholder is a non-resident without a permanent domestic establishment
  • The amount deemed to be dividends is subject to 15.315% withholding (income tax and Special Reconstruction Income Tax only). If the shareholder is a major shareholder, then the deemed dividends are subject to 20.42% withholding (income tax and Special Reconstruction Income Tax only). Further, income arising from the transfer of shares is in principle not subject to taxation in Japan.
  • b. Corporate shareholders
  • In the case where a tendering shareholder is a corporate shareholder, if the amount of money received for tendering and delivering shares pursuant to the Tender Offer exceeds the amount of the portion corresponding to the shares that are the basis of the delivery included in the Tender Offeror’s capital (i.e., the purchase price per share exceeds the purchaser’s capital per share), the amount of the excess portion is deemed to be dividends and is subject to 15.315% withholding (income tax and Special Reconstruction Income Tax only).
  • Foreign shareholders (here and hereafter, shareholders who are residents of a foreign country specified in an applicable tax treaty (including corporate shareholders)) who wish to have the income tax and Special Reconstruction Income Tax on the deemed dividend amount reduced or exempted pursuant to an applicable tax treaty must inform the tender offer agent by April 10, 2014 that written notice regarding the tax treaty will be submitted and submit the notice to the tender offer agent by the business day (May 2, 2014) immediately prior to the payment commencement date.
  • 2. Results of the Tender Offer
  • (1) Number of shares purchased
    Type of Shares Planned Number of
    Shares to be Purchased
    Expected Number of
    Excess Shares
    Number of Shares Tendered Number of Shares Purchased
    Common shares 17,350,000 shares -- 15,996,866shares 15,996,866shares
  • (2) Calculation in cases of proportional allocation method purchase
    Not applicable.
  • 3. Locations for Examination of Copies of the Tender Offer Report
  • Kirin Holdings Company, Limited
    10-2, Nakano 4-chome, Nakano-ku, Tokyo, Japan
    Tokyo Stock Exchange, Inc.
    2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo, Japan
    Nagoya Stock Exchange, Inc.
    8-20, Sakae 3-chome, Naka-ku, Nagoya City, Japan
    Fukuoka Stock Exchange
    2-14-2 Tenjin, Chuo-ku, Fukuoka City, Japan
    Sapporo Securities Exchange
    14-1, Nishi 5-chome, Minami 1-jo, Chuo-ku, Sapporo City, Japan

II. Termination of the Own-Share Repurchase

  • 1. Details of the repurchase
    (1) Type of shares purchased:
    Common shares
    (2) Total number of shares purchased:
    15,996,866shares
    • Note: Percentage of total issued and outstanding shares: 1.66% (rounded off to the second decimal)
    (3) Total share repurchase amount:
    19,708,138,912yen
    • Note: Note the above amount does not include fees paid to the tender offer agent and other expenses.
    (4) Repurchase period:
    March 11 to April 10, 2014
    (5) Repurchase method:
    Tender offer
  • The own-share repurchase implemented by means of the Tender Offer pursuant to a Board of Directors resolution adopted on March 10, 2014 in accordance with the provisions of Article 156, Paragraph 1 of the Companies Act applied with certain replacement of terms pursuant to Article 165, Paragraph 3 of the Companies Act and the Company’s Articles of Incorporation has been terminated.
  • Reference information: Details of the March 10, 2014 Board of Directors Resolution
    (1) Type of shares to be acquired:
    Common shares
    (2) Total number of shares that may be acquired:
    17,350,100 shares (maximum)
    • Note: Percentage of total issued and outstanding shares: 1.80% (rounded off to the second decimal)
    (3) Total share repurchase amount:
    21,375,323,200 yen (maximum)
    (4) Repurchase period:
    March 11 to May 30, 2014

  • 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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