Asahi : Announcement regarding determination of the number of shares to be issued

September 10, 2020

FOR IMMEDIATE RELEASE

Company name: Asahi Group Holdings, Ltd.

President and Representative Director, CEO: Akiyoshi Koji

Securities Code: 2502

Stock Listings: Tokyo Stock Exchange, First Section

Contact: Osamu Ishizaka

Executive Officer, Head of Corporate Communications

Phone: [phone]

Announcement regarding determination of the number of shares to be issued

Asahi Group Holdings, Ltd. ("Asahi" or the "Company") is pleased to announce in connection with the issuance of its new shares through public offering which was resolved at the board meeting held on August 25, 2020, that the number of new shares to be issued pursuant to the exercise of the option to purchase additional newly issued shares of common stock of the Company granted to the International Managers in the International Offering has been determined as described below.

The number of shares to be issued pursuant to the exercise of the option by the International Managers:

3,812,600 shares

Reference

1. Class and number of new shares to be offered through public offering

20,875,700 shares of common stock of the Company, being the aggregate of (i) through (iii) described below:

1. 4,633,200 shares of common stock of the Company, issued for purchase by the Japanese Underwriters in the Japanese Public Offering;
2. 12,429,900 shares of common stock of the Company, issued for purchase by the International Managers in the International Offering; and
3. 3,812,600 shares of common stock of the Company to be issued pursuant to the exercise of the option to
   purchase additional newly issued shares of common stock of the Company granted to the International Managers in the International Offering.

2. Change in the total number of issued shares as a result of this public offering of newly issued shares

Total number of issued shares at	483,585,862	(As of September 10, 2020)
present:	shares
Increase in number of shares as a	20,875,700
result of the public offering of	shares
newly issued shares:
Total number of issued shares after	504,461,562
the public offering of newly issued	shares
shares:

In addition to the above, the Company may additionally issue up to 2,541,800 shares of common stock of the Company on October 13, 2020 (Tue), through the capital increase by The Third-Party Allotment to the Japanese

Note: This document is a press release to announce issuance of new shares and disposal of treasury shares and secondary offering of its shares of the Company, and it has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan or overseas. With respect to investments in Japan, investors are advised to make any investment decision based on their sole judgement after reviewing "the Prospectus on the Offering of Shares" (and revisions thereto) prepared by the Company. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

Lead Manager (the "Capital Increase by The Third-Party Allotment") carried out in connection with the Offering Through Over-allotment.

3. Use of proceeds raised this time

Asahi plans to apply the estimated net proceeds from the Japanese Public Offering and the International Offering and the Capital Increase by The Third-Party Allotment, up to a maximum amount of JPY 156,021,196,800 in total, to partial repayment of a bridge loan of JPY 1.185 trillion borrowed from a financial institution in connection with the acquisition of CUB by the end of October 2020.

For more information, please refer to the "Announcement regarding issuance of new shares and disposal of treasury shares and secondary offering of its shares" announced on August 25, 2020.

End.

Note: This document is a press release to announce issuance of new shares and disposal of treasury shares and secondary offering of its shares of the Company, and it has not been prepared for the purpose of soliciting investments or other conduct of similar nature whether in Japan or overseas. With respect to investments in Japan, investors are advised to make any investment decision based on their sole judgement after reviewing "the Prospectus on the Offering of Shares" (and revisions thereto) prepared by the Company. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.