Notice Regarding Issuance of Social Bonds

TOKYO, Thursday April 24, 2025 - Kirin Holdings Company, Limited ("Kirin Holdings") announced the scheduled public issuance of domestic Social Bonds ("Issuance") to raise funds for the acquisition of shares in FANCL Corporation (“FANCL”)*1, and submitted the Amendment to Shelf Registration Statements for the Issuance to the Director-General of the Kanto Local Finance Bureau today. This Issuance is based on the "Kirin Social Finance Framework" *2 (published on February 14, 2025).

1．Background and Rationale of the Issuance

Under its Long-Term Management Vision, "the Kirin Group Vision 2027", the Kirin Group is aiming at becoming a global leader in CSV *3, creating value across our world of Food & Beverages to Pharmaceuticals. Backed by the same philosophy and direction of aiming for our own growth through solving social issues of health, Kirin Holdings and FANCL formed the capital and business alliance agreement in 2019, and Kirin Holdings has made FANCL a wholly-owned subsidiary in 2024 to work closely together to promote the business in order to grow it into one of the largest health science businesses in the Asia-Pacific region.
We plan to issue Social Bonds to partially fund the acquisition of shares in the company. Kirin Group positions fundraising through social finance as a means to achieve sustainable growth together with society. We believe this is an opportunity to communicate to our stakeholders about our CSV management efforts, which simultaneously create social and economic value.
We consider this Issuance as an opportunity to enhance stakeholders’ understanding of the Kirin Group’s commitment to its growth strategies and our Health Science Domain as our priority domains and have published "Kirin Social Finance Framework," on February 14, 2025. We have obtained a second party opinion*4 from DNV BUSINESS ASSURANCE JAPAN K.K. ("DNV"), an independent external reviewer, that this Framework is aligned with Social Bond Principles 2023 (SBP) set by the International Capital Market Association ("ICMA"), the Social Loan Principles 2023 (SLP) set by the Loan Market Association ("LMA") and others, and Social Bond Guidelines 2021 (SBGL) set by the Financial Services Agency of Japan.

By executing Kirin Sustainable Finance based on this Framework and acquiring shares in FANCL, we create a wide range of synergies, such as integration of domestic and overseas sales channel and strengthening customer relationship management in the Health Science business and advancing joint research. We aim to solve social issues related to foundational and individual health, by leveraging the strengths of Kirin and FANCL, and achieve the continued growth of the Health Science business.

KIRIN brings joy to society by crafting food and healthcare products inspired by the blessings of nature and the insights of our customers.

2．Outline of the Issuance

Issuer	Kirin Holdings Company, Limited
Maturity	3,5, 7, and 10* years (scheduled) * 10 year-bond is scheduled to be issued without social label
Issue date	Late May 2025 (at the earliest)
Issue amount (Total)	TBD
Use of proceeds	Acquisition of the shares in FANCL Corporation
Lead managers	Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd., and SMBC Nikko Securities Inc.
Eligibility review of the Framework*2	Kirin Holdings has obtained a second party opinion from DNV BUSINESS ASSURANCE JAPAN K.K. ("DNV"), an independent external reviewer, that this Framework is aligned with Social Bond Principles 2023 set by ICMA and the Social Loan Principles 2023 set by LMA and others.
Structuring agent	Mizuho Securities Co., Ltd.

*1 Please refer to the following attached file for further information about the acquisition of the shares in FANCL.
https://www.kirinholdings.com/en/newsroom/release/2024/0912_02.html
*2 Please refer to the following attached file for further information about the Kirin Social Finance Framework.
https://www.kirinholdings.com/en/impact/files/pdf/social_finance_framework_en.pdfPDF：1,388KB
*3 Creating Shared Value: combined added value for consumers as well as for society at large.
*4 For details on the Second Party Opinion, please refer to our company's website.
https://www.kirinholdings.com/en/impact/files/pdf/social_second_party_opinion_en.pdfPDF：615KB

Reference

For more information on the “Kirin Group Vision 2027”, a long-term management plan, please refer to the following.
https://www.kirinholdings.com/en/purpose/management_plan/
For more information on our “CSV Purpose,” please refer to the following.
https://www.kirinholdings.com/en/purpose/csv_purpose/

About Kirin Holdings

Kirin Holdings Company, Limited is an international company that operates in the Food & Beverages domain (Food & Beverages businesses), Pharmaceuticals domain (Pharmaceuticals businesses), and Health Science domain (Health Science business), both in Japan and across the globe.

Kirin Holdings can trace its roots to Japan Brewery which was established in 1885. Japan Brewery became Kirin Brewery in 1907. Since then, the company expanded its business with fermentation and biotechnology as its core technologies, and entered the pharmaceutical business in the 1980s, all of which continue to be global growth centers. In 2007, Kirin Holdings was established as a pure holding company and is currently focusing on boosting its Health Science domain.

Under the Kirin Group Vision 2027 (KV 2027), a long-term management plan launched in 2019, the Kirin Group aims to become “A global leader in CSV*, creating value across our world of Food & Beverages to Pharmaceuticals.” Going forward, the Kirin Group will continue to leverage its strengths to create both social and economic value through its businesses, with the aim of achieving sustainable growth in corporate value.
*Creating Shared Value: combined added value for consumers as well as for society at large.