Sapporo : Notice of Convocation of the 99th Ordinary General Meeting of Shareholders(736KB)

(TRANSLATION)

[This English translation is an abridged version of the original notice in Japanese. In the event of any discrepancy, the Japanese version prevails.]

(Securities code: 2501) March 8, 2023

To Our Shareholders

Masaki Oga

President and Representative Director

Sapporo Holdings Limited

20-1, Ebisu 4-chome,Shibuya-ku, Tokyo

Notice of Convocation of the 99th Ordinary General Meeting of Shareholders

Dear Sirs/Madams:

You are cordially invited to attend the 99th Ordinary General Meeting of Shareholders of Sapporo Holdings Limited (the "Company") to be held as described below.

We would be grateful if you would take the time to exercise your voting rights by one of the methods described on pages 2 and 3.

Date and time of the meeting:

Place of the meeting:

Purpose of the meeting: Matters to be reported:

Description

Thursday, March 30, 2023 at 10:00 a.m.

(The reception desk is presently scheduled to open at 9:00 a.m.)

The Garden Hall (inside Yebisu Garden Place) 13-2, Mita 1-chome,Meguro-ku, Tokyo

1. Reports on the business, the consolidated financial statements, and the results of audit of the consolidated financial statements by the accounting auditors and the Audit & Supervisory Committee for the 99th business term (from January 1, 2022 to December 31, 2022).
2. Report on the non-consolidated financial statements for the 99th business term (from January 1, 2022 to December 31, 2022).

Matters to be resolved:

Proposal No. 1: Dividends from Surplus

Proposal No. 2: Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

Proposal No. 3: Election of One (1) Substitute Director Who Is an Audit & Supervisory Committee Member

-1-

Guidance Notes on the Exercise of Voting Rights

Voting rights exercised at the General Meeting of Shareholders represent an important right of the shareholders by which the shareholders can participate in business management of the Company. We cordially request our shareholders to participate in the General Meeting of Shareholders by exercising voting rights using the following methods.

1. Exercise of Voting Rights via the Internet

Deadline: Please register by no later than 5:30 p.m. on Wednesday, March 29, 2023

If you wish to exercise your voting rights via the internet, access the website for exercising voting rights from terminal devices such as your smartphone or personal computer, etc. and register your approval or disapproval in respect of each proposal by following the directions on the screen.

Exercise of Voting Rights Using Smartphones----------------------------------------------------

You may use a smartphone to scan the "QR Code to Log into Website for Exercising Voting Rights by Smartphone" located on the bottom right of the enclosed voting rights exercise form. After doing so, please register your approval or disapproval in respect of each proposal by following the directions on the screen.

For details on exercising voting rights using a smartphone, please refer to the leaflet that was provided together with this document.

* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Exercise of Voting Rights by Personal Computer, etc.

----------------https://soukai.mizuho-tb.co.jp/

Please directly access the website for exercising voting rights, use the "login ID" and "temporary password" described in the enclosed voting rights exercise form and register your approval or disapproval in respect of each proposal by following the directions on the screen.

If you exercise your voting rights both by mail (in writing) and via the internet, we will only accept, as effective, the exercise of your voting rights via the internet. If you exercise your voting rights more than once via the internet, we will only accept, as effective, the last exercise of your voting rights. The cost of internet access (access fees to internet service providers, telecommunications fees, etc.) will be borne by you, the shareholder. Depending on your internet operating environment, you may be unable to use the website for exercising voting rights.

For Inquiries with Respect to the Exercise of Voting Rights via the Internet Please contact:

Internet Help Dial [Japanese only]

Stock Transfer Agency Department

Mizuho Trust & Banking Co., Ltd.

Telephone: [phone](toll-free, domestic calls only)

Operating hours: 9:00 a.m. to 9:00 p.m.

To Institutional Investors

In addition to the above-mentioned method for exercising voting rights via the internet, the electronic platform for exercising voting rights, which is operated by Investor Communications Japan Inc. (ICJ, Inc.), is available to those who have applied to use such platform beforehand.

-2-

2. Exercise of Voting Rights by Mail

Deadline: Please post to arrive by no later than 5:30 p.m. on Wednesday, March 29, 2023

• As the enclosed voting rights exercise form is a postage-paid postcard, the processing time inside the post office may take up to a week longer than regular mail. Please mail it early to ensure it is delivered on time.

Please indicate your approval or disapproval in respect of each proposal on the enclosed voting rights exercise form and send the form back to us (without affixing a stamp). If you indicate neither your approval nor disapproval, your vote will be treated as approval.

3. Exercise of Voting Rights via Attending the Meeting

Date and time of the meeting: Thursday, March 30, 2023 at 10:00 a.m.

(The reception desk is presently scheduled to open at 9:00 a.m.)

Place of the meeting: The Garden Hall (inside Yebisu Garden Place) 13-2, Mita 1-chome,Meguro-ku, Tokyo

Please submit the enclosed voting rights exercise form to the receptionist at the place of the meeting on the day of the meeting.

We kindly ask you to bring this Notice of Convocation as reference documents describing the planned proceedings on the day.

• If you plan to attend on the day of the meeting, we request that you make that decision based on your own health condition.
• You may exercise your voting rights in advance via the internet or by mail. We suggest using one of these methods.
• For shareholders who will attend the meeting, we ask that you please cooperate with measures to prevent infection, such as wearing a face mask, sanitizing your hands with alcohol disinfectant and checking your temperature.
• In the event of any major changes in the operation of the General Meeting of Shareholders, the Company will make an announcement on its website. https://www.sapporoholdings.jp/en/ir/event/meeting/

-3-

Reference Materials for the General Meeting of Shareholders

Proposal No. 1 - Dividends from Surplus

The Company considers the appropriate return of profits to its shareholders as a fundamental aspect of management policy and has adopted a basic policy to undertake stable dividend payments taking into consideration the Company's performance and financial condition.

After taking into consideration the Company's performance in the current business term, the outlook for the business environment and other factors, the Company intends to provide year-end dividends from surplus of 42 yen per share for the current term.

1. Category of dividend assets: Cash
2. Matters relating to the allocation of dividend assets and the total amount of such allocation: Dividend per share of the Company's common stock: 42 yen

Total amount of dividends:

3,277,110,480 yen

3 Date on which the dividends from surplus will take effect: March 31, 2023

-4-

Proposal No. 2 - Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

At the conclusion of this general meeting, the terms of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory Committee Members. The same applies in this proposal) will expire.

The Company therefore proposes the election of eight (8) Directors by increasing the number of Outside Directors by one (1) to reconsider the skills required for the Board of Directors and reinforce the corporate governance system to achieve the Medium-Term Management Plan (2023 to 2026) that was announced in last November.

As for the constitution of the Board of Directors of the Company, if this proposal is approved, six (6) out of total eleven (11) Directors (including Directors who are Audit & Supervisory Committee Members) will be Independent Outside Directors, and Independent Outside Directors will represent a majority in the Board of Directors.

In regard to this proposal, the Company's Audit & Supervisory Committee verified and examined the ideal approach to supervision and performance of duties by the Board of Directors, the nomination criteria of candidates for Director and other factors. As a result, it was concluded that the deliberation and decision- making processes related to the nomination of each candidate are appropriate, and that all candidates are well-qualified for their positions.

The candidates for Director are as follows:

-5-