Notice Regarding Issuance of Social Bonds

TOKYO, Friday September 22, 2023 - 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 Blackmores Limited (“Blackmores”)*1, an Australian-based company operating a natural health business, 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 Bond Framework" (published on September 22, 2023), which will be the largest-ever SDGs bond issued by a domestic food company, and the first social bond issued by a domestic food company solely for the purpose of financing a corporate acquisition.

1. Background and Rationale of the Issuance

Under its Long-Term Management Vision, "the Kirin Group Vision 2027 ("KV2027")", the Kirin Group is aiming at becoming a global leader in CSV, creating value across our world of Food & Beverages to Pharmaceuticals. The Kirin Group has formulated and defined CSV Purpose as one of the long-term non-financial goals of KV2027. In particular, in the field of people’s “health and well-being”, one of the priority issues within CSV Purpose, we aim to “raise the number of healthy people, lower the number of sick people, and contribute to the people who are involved in healthcare”. In order to solve social issues related to “health and well-being”, we have acquired Blackmores, which is highly complementary to our existing Health Science Domain. We plan to issue Social Bonds to partially fund the acquisition of shares in the company.

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 decided to newly establish "Kirin Social Bond Framework," which will be published on Friday, September 22, with this acquisition of shares as an eligible project. Kirin Holdings has obtained a second party opinion*3 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) and Social Bond Guidelines 2021 (SBGLs) set by the Financial Services Agency of Japan.

By executing Kirin Sustainable Finance based on this Framework and acquiring the shares in Blackmores, the Health Sciences business will expand its product range and capabilities and broaden its geographic profile and growth opportunities. The acquisition will expand access to Kirin’s ingredients to hundreds of millions of consumers in the Asia-Pacific region through Blackmores’ distribution network. The Health Science business will also benefit from Blackmores’ knowledge of consumer demands and its deep understanding of country-specific regulations. We see a clear opportunity to deliver growth in the Health Science business through the evolution of the B2B and B2C businesses that propose solutions beyond the sales of ingredients. In addition, by creating synergies in a wide range of business areas in which both companies operate, we will solve more of the social issues related to people’s health.

This Issuance is the first project to receive a subsidy announcement from the Tokyo Metropolitan Government for the “Fiscal 2023 ESG Bond Issuance Promotion Support Project (social bond)”.

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	5, 7, and 10* years (scheduled) * 10 year-bond is scheduled to be issued without social label
Issue date	October 2023 (scheduled)
Issue amount (Total)	Approximately JPY 90.0 billion (scheduled)
Use of proceeds*1	Acquisition of the shares in Blackmores Limited
Lead managers	Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd., Nomura Securities Co., Ltd.
Eligibility review of the Framework*2	Kirin Holdings has obtained a second party opinion*3 from DNV BUSINESS ASSURANCE JAPAN K.K. ("DNV"), an independent external reviewer, that this Framework is aligned with Social Bond Principles 2023 set by the International Capital Market Association (ICMA) and Social Bond Guidelines 2021 (SBGLs) set by the Financial Services Agency of Japan.
Structuring agent	Mizuho Securities Co., Ltd.

*1: Please refer to the following attached file for further information about the acquisition of the shares in Blackmores.
https://pdf.irpocket.com/C2503/bU43/LIud/FdTg.pdfPDF：1.6MB
*2: Please refer to the following attached file for further information about the Kirin Social Bond Framework.
https://www.kirinholdings.com/en/impact/csv_management/sustainable_finance/#headline-1694399855
*3: Please refer to DNV's website for further information about the second party opinion.
https://webmagazine.dnv.co.jp/assets/images/sus_list/data/sus_finance_list_/pdfreport_e/98.Kirin%20Holdings%20Company,%20Limited.pdfPDF：1.3MB

＜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.