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(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 5, 2012 To Our Shareholders

Tsutomu KamijoPresident and Director

Sapporo Holdings Limited20-1, Ebisu 4-chome, Shibuya-ku, Tokyo

Notice of Convocation of the 88th Ordinary General Meeting of Shareholders

Dear Sirs/Madams:

You are cordially invited to attend the 88th ordinary general meeting of shareholders of Sapporo Holdings Limited (the “Company”) to be held as described below.

If you are unable to attend the meeting, you may exercise your voting rights in writing (the voting rights exercise form) or by electronic method (Internet, etc.). After examining the Reference Materials for the General Meeting of Shareholders set forth below, please exercise your voting rights in accordance with the “Guidance Notes on the Exercise of Voting Rights” (page 3) by no later than 5:30 p.m. on Wednesday, March 28, 2012.

Description 1. Date and time of the meeting: Thursday, March 29, 2012 at 10:00 a.m. (We expect the reception desk to be very busy when the meeting

is about to start. We appreciate your early arrival. The reception desk is presently scheduled to open at 8:30 a.m.)

2. Place of the meeting: The Garden Hall (inside Yebisu Garden Place)

13-2, Mita 1-chome, Meguro-ku, Tokyo 3. Purpose of the meeting:

Matters to be reported: 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 Board of Corporate Auditors for the 88th business term (from January 1, 2011 to December 31, 2011).

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2. Report on the non-consolidated financial statements for the 88th business term (from January 1, 2011 to December 31, 2011).

Matters to be resolved:

Proposal No. 1: Dividends from Surplus Proposal No. 2: Election of Ten (10) Directors Proposal No. 3: Election of Three (3) Corporate Auditors Proposal No. 4: Election of One (1) Substitute Corporate Auditor Proposal No. 5: Provision of Retirement Benefits to Retiring Director

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Guidance Notes on the Exercise of Voting Rights

The right of shareholders to cast a vote at general meetings of shareholders is an important right of all shareholders. We would be grateful if you would take the time to exercise your voting rights. You may exercise your voting rights by the following three methods. 1) Exercise of Voting Rights by Attending the Meeting

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

Date and time of the meeting: Thursday, March 29, 2012 at 10:00 a.m. Place of the meeting: The Garden Hall (inside Yebisu Garden Place)

2) Exercise of Voting Rights in Writing

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 so that it reaches us by no later than 5:30 p.m. on Wednesday, March 28, 2012. In the event that your approval or disapproval of any proposal is not indicated on the voting rights exercise form, this shall be considered as an indication of approval of the proposal or proposals. * Please use the enclosed “voting-rights-exercise-form, vote-protecting adhesive film.”

3) Exercise of voting rights by Internet

If you wish to exercise your voting rights by Internet, access the website for exercising voting rights specified by the Company (http://www.it-soukai.com/ or https://daiko.mizuho-tb.co.jp/) from your personal computer, enter the “code for the exercise of voting rights” and “password” described in the enclosed voting rights exercise form and exercise your voting rights by following the directions on the screen. Please make sure to exercise your voting rights by no later than 5:30 p.m. on Wednesday, March 28, 2012. If you have any inquiries, please contact the Internet Help Dial, whose contact information is provided below. Please note that there is no special site for mobile phones. 1. If you exercise your voting rights both in writing and by Internet, we will only accept, as

effective, the exercise of your voting rights via the Internet. 2. If you exercise your voting rights more than once by Internet, we will only accept, as

effective, the last exercise of your voting rights. 3. The cost of Internet access (access fees to Internet service providers, telecommunications

fees, etc.) will be borne by you, the shareholder. 4. Depending on your Internet operating environment or other matters, you may be unable to

use the website for exercising voting rights. For Inquiries with Respect to the Exercise of Voting Rights by Internet

Please contact: To Institutional Investors In addition to the above-mentioned method for exercising voting rights by Internet, the electronic platform for exercising voting rights, which is operated by Investor Communications Japan Inc. (ICJ, Inc.), is available to institutional investors who have applied to use such platform beforehand.

Internet Help Dial [Japanese only] Stock Transfer Agency Department Mizuho Trust & Banking Co., Ltd. Telephone: 0120-768-524 (toll-free) Operating hours: 9:00 a.m. to 9:00 p.m. (excluding Saturdays, Sundays and national holidays)

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Business Report

(From January 1, 2011 to December 31, 2011) 1. Review of Sapporo Group Operations (1) Operations and Operating Results The Japanese economy during the term under review started the year by showing a pattern of gentle recovery. However, it declined sharply after the massive impact of the Great East Japan Earthquake of March 11 and subsequent electricity conservation measures. Later on in the year, consumer spending showed signs of picking up as earthquake-related restoration efforts got underway but because of concerns such as the debt crisis in Europe and the growing strength of the yen, it is still not possible to have a clear outlook of when a full economic recovery may occur. Regarding the industries in which Sapporo Group conducts its operations, corporate revenues were impacted significantly by the slump in consumer spending and the direct impact of the earthquake in the alcoholic beverages and restaurant industries. In the soft drinks industry, however, demand increased owing to special demand after the earthquake and favorable weather across Japan in October and November. Meanwhile, in the real estate industry, the office leasing market in the Tokyo metropolitan area experienced a gentle decline in rent levels despite vacancy rates maintaining the same level as the previous year. Amid these conditions, the Sapporo Group’s key theme for “Sapporo Group Management Plan 2011-2012” is “a period for establishing a firm growth trajectory.” In implementing this plan, the Group followed the three basic strategies of “growth in new areas,” “growth in all businesses,” and “bolster management capabilities that underpin growth.” With respect to “growth in new areas,” the Pokka Group became a consolidated subsidiary in March, setting in motion measures to achieve management integration. In addition, a beer factory in Vietnam was completed in November, and local manufacturing and sales operations have started. Meanwhile, as part of strategic measures for future growth, various sales were started based on business alliance agreements. Such agreements were concluded with Australian brewer Coopers Brewery Ltd. in relation to premium beer in the Oceania market, major Korean food manufacturer CJ (CheilJedang) in relation to makgeolli (Korean alcoholic made from rice) and BACARDI JAPAN LIMITED in relation with distilled spirits and other alcoholic beverages in the Japan market. With respect to “growth in all businesses,” the Group has constructed uniquely competitive superiority for each business by utilizing strength of the brands, management resources, etc. that the respective businesses possess. With respect to “bolster management capabilities that underpin growth,” we divided up the Group’s head-office functions of Sapporo Holdings and relocated highly specialized functions and various functions commonly shared by each business company to Sapporo Group Management Co., Ltd. As a result of the above, consolidated net sales for the term under review greatly exceeded that of the previous term. Consolidated operating income and consolidated ordinary income also considerably increased year on year. In particular, consolidated ordinary income rose for the fifth consecutive term and consolidated operating income still increased even without the contribution of the Pokka Group, whose income statements started to be included in the scope of consolidation since April.

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For the term under review, the Sapporo Group’s consolidated operating results were as follows. Net sales While sales declined in each business of the domestic alcoholic beverages and restaurant segments owing to the direct impact of the earthquake, the soft drinks segment achieved a year-on-year increase in sales thanks to the successful implementation of marketing strategies since the start of the year. There was also the contribution of the Pokka Group to the net sales, whose income statements started to be included in the scope of consolidation since April. As a result, revenues of the entire Group increased considerably year on year and consolidated net sales came to ¥454.0 billion, reflecting an increase of ¥64.8 billion or 17% compared with the previous term. Operating income Excluding the international alcoholic beverage segment, due to the effect of the up-front investments of business expansion into Vietnam, and the soft drinks segment, due to the effect of depreciation of goodwill, all other businesses reported increases in operating income compared with the previous term, and operating income of the entire Group increased considerably year on year. As a result, consolidated operating income amounted to ¥18.8 billion, reflecting an increase of ¥3.4 billion or 23% compared with the previous term. Ordinary income As a result of the increase in consolidated operating income, consolidated ordinary income amounted to ¥16.8 billion, reflecting an increase of ¥2.4 billion or 17% compared with the previous term. This was the fifth consecutive year-on-year increase in ordinary income. Net income Consolidated net income amounted to ¥3.1 billion, reflecting a decrease of ¥7.6 billion or 71% compared with the previous term. The main difference from the previous term, offsetting the increase in consolidated operating income, was the recording of effect of adoption of new accounting standards for asset retirement obligations, as well as the earthquake-related “disaster losses,” which was recognized under extraordinary loss in the term under review. In addition, extraordinary income decreased, reflecting sales of fixed assets in the previous term. Efforts in response to the Great East Japan Earthquake Working towards restoration from the Great East Japan Earthquake, in addition to contributing monetary donations and providing drinking water, the Group’s restaurant segment continued to provide emergency meals from directly after the earthquake struck until June 20. Afterwards, the Group continued to contribute in other ways such as donating a portion of sales of draft beer campaigns held at Ginza Lion chain stores nationwide, and holding beer festivals at Hokkaido and Ebisu, the birthplaces of the Sapporo Group, and donating a portion of sales of products using 100% hops grown in Tohoku area under collaborative-venture contract cultivation by the domestic alcoholic beverages segment.

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(2) Issues to be Addressed by the Group The Sapporo Group’s management philosophy is expressed with the words “to make people’s lives richer and more enjoyable,” and its fundamental management policy is to “strive to maintain integrity in corporate conduct that reinforces stakeholder trust and aim to achieve continuous growth in corporate value.” In October 2007, the Group announced the “Sapporo Group’s New Management Framework,” which is to be achieved by the year 2016, being the 140th anniversary of the Group’s founding. The fundamental strategic challenges under the “Sapporo Group’s New Management Framework” are as follows: (i) Create high value-added products and services The Group aims to maximize capital efficiency by focusing its management resources on areas that offer the greatest competitive strengths in each of its businesses and to build sustainable market advantages. The Group will foster common values that focus on “providing valuable products and services that customers can identify with” and thereby create “high value-added” products and services. (ii) Form strategic alliances Rather than focusing solely on its own operations, the Group plans to promote strategic alliances with powerful partners that will enable it to enhance the Group’s strengths, complement its capabilities, and acquire know-how, so as to rapidly develop competitive advantages on a large scale. (iii) Promote international expansion The Group plans to expand the soft drinks and food businesses, as well as the alcoholic beverages business in overseas markets. We aim to build brands in overseas markets by utilizing technological capabilities and business alliances. (iv) Expand synergies among group companies The Group will promote flexible collaboration and cooperation unconstrained by existing organizational boundaries and pursue synergies among businesses. In 2013, when the new company POKKA SAPPORO FOOD & BEVERAGE, LTD. starts business, it shall be a significant turning point involving structural changes to the Group. The next two terms are being treated by the Group as an important period for establishing a firm growth trajectory. The Sapporo Group declared 2012 and 2013 to be the “period for starting new management structures geared up for tremendous growth” and formulated the “Sapporo Group Management Plan 2012-2013.” Under this plan, the Group shall work towards the realization of a new management structure by pursuing the following three basic strategies. 1) Creating new opportunities for growth Both in Japan and overseas, the Group will actively conduct M&A and joint ventures. 2) Challenge toward growth in all businesses While utilizing the brands and management resources that the respective businesses possess, new challenges will be set and pursued to achieve winning outcomes in business competition.

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3) Carrying out growth measures In order to gain a solid strategic position to achieve resounding results, the Group has been working to further strengthen its management base through measures undertaken over the past few years, such as integration with the Pokka Group, expansion into the Vietnam market, and the increasing of the Group’s ownership stake in Yebisu Garden Place to 100%, and it will continue to undertake further the up-front investments. We will also continue to position CSR Management as one of the “Important Strategies Supporting Continuous Growth of the Group.” Based on the Sapporo Group’s CSR policy we will promote initiatives to support the “provision of quality products that are safe and secure,” “our coexistence with society,” and “conservation of the global environment.” Also, we will steadily promote awareness and activities regarding CSR and compliance by continuing our in-house education program and through other means.

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Consolidated Balance Sheet (As of December 31, 2011)

(Million Yen) Item Amount Item Amount

[Assets] Current assets

Cash and cash equivalents Notes and accounts receivable – trade Merchandize and finished products Raw materials and supplies Deferred tax assets Other Allowance for doubtful receivables

129,018

9,204 79,340 17,113 10,948 4,539 8,258 (386)

[Liabilities] Current liabilities

Notes and accounts payable - trade Short-term bank loans Current portion of long-term debt Lease obligations Liquor taxes payable Income taxes payable Accrued bonuses Deposits received Other

212,589 32,354 57,370 10,000 3,899

32,535 2,985 2,118

15,301 56,024

Fixed assets Property, plant and equipment

421,766 314,379

Long-term liabilities Bonds Long-term bank loans Lease obligations Deferred tax liabilities Employees’ retirement benefits Directors’ and corporate auditors’

severance benefits Dealers’ deposits for guarantees Other

213,418 32,000

106,798 7,715

12,186 7,452

53

32,623 14,589

Buildings and structures Machinery and vehicles Land Lease assets Construction in progress Other

Intangible assets

174,435 40,226 83,826 10,079 2,058 3,752

48,992 Total liabilities 426,008 Goodwill Other

Investment and other assets

40,147 8,844

58,394

[Net Assets] Shareholders’ equity

Common stock Capital surplus Retained earnings Treasury stock, at cost

Accumulated other comprehensive income Unrealized holding gain on

securities Deferred hedge gains (losses) Foreign currency translation

adjustments Minority interests

127,741 53,886 46,310 28,741 (1,197) (4,447)

1,993

(8)

(6,432)

1,482

Investment securities Long-term loans receivable Deferred tax assets Other Allowance for doubtful receivables

31,208 10,142 2,203

16,251 (1,411)

Total net assets 124,775 Total assets 550,784 Total liabilities and net assets 550,784

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Consolidated Statement of Income (From January 1, 2011 to December 31, 2011)

(Million Yen) Item Amount

Net sales 454,099 Cost of sales 286,678 Gross profit 167,421 Selling, general and administrative expenses 148,537 Operating income 18,883 Non-operating income 2,253

Interest income 343 Dividend income 595 Equity in income of affiliates 33 Gain on gift voucher redemptions 511 Other 769

Non-operating expenses 4,330 Interest expense 3,557 Exchange loss 107 Other 664

Ordinary income 16,807 Extraordinary income 602

Gain on sales of property, plant and equipment 315 Gain on sales of investment securities 25 Settlement received 261

Extraordinary loss 11,569 Loss on disposal of property, plant and equipment 997 Loss on sales of property, plant and equipment 23 Impairment loss 1,669 Loss on devaluation of investment securities 1,261 Loss on sale of investment securities 23 Effect of adoption of new accounting standards for

asset retirement obligations 1,084

Compensation expenses 267 Loss on phased acquisition 566 Loss on change in equity 244 Disaster losses 5,430

Income before income taxes and minority interests 5,840 Current income taxes 4,114 Deferred income taxes (1,316) Income (loss) before minority interests 3,042 Minority interests in losses (122) Net income 3,164

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Consolidated Statement of Changes in Shareholders’ Equity (From January 1, 2011 to December 31, 2011)

(Million Yen) Shareholders’ equity

Common stock

Capital surplus

Retained earnings

Treasury stock

Total shareholders’

equity Balance as of December 31, 2010 53,886 46,315 28,317 (1,190) 127,329

Changes during period

Cash dividends (2,741) (2,741)

Net income 3,164 3,164

Purchase of treasury stock (18) (18) Disposition of treasury stock (4) 11 7

Net change in items other than shareholders’ equity during period

-

Total changes during period - (4) 423 (7) 411 Balance as of December 31, 2011 53,886 46,310 28,741 (1,197) 127,741

Accumulated other comprehensive income

Unrealized

holding gain on

securities

Deferred hedge gains

(losses)

Foreign currency

translation adjustments

Total accumulated

other comprehensive

income

Minority interests

Total net assets

Balance as of December 31, 2010 2,985 (7) (5,258) (2,281) 1,597 126,645


Cash dividends (2,741)

Net income 3,164

Purchase of treasury stock (18)Disposition of treasury stock 7

Net change in items other than shareholders’ equity during period

(992) (0) (1,174) (2,166) (115) (2,281)

Total changes during period (992) (0) (1,174) (2,166) (115) (1,869)Balance as of December 31, 2011 1,993 (8) (6,432) (4,447) 1,482 124,775

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Non-Consolidated Balance Sheet (As of December 31, 2011)

（Million Yen) Item Amount Item Amount

[Assets] Current assets

Cash and cash equivalents Accounts receivable Prepaid expenses Deferred tax assets Accrued revenue Short-term loan receivables Other

43,668 2,003

359 23 49

2,691 38,539

0

[Liabilities] Current liabilities

Short-term bank loans Current portion of long-term debt Current portion of bonds Commercial papers Accounts payable Accrued expenses Income taxes payable Consumption taxes payable Deposits received Accrued bonuses

81,694 15,000 28,946 10,000 13,000 2,094

403 454 31

11,734 30

Fixed assets Property, plant and equipment

300,287 1

Tools, furniture and fixtures Intangible assets

1 8

Software Trademark rights

1 6

Long-term liabilities Bonds Long-term bank loans Employees’ retirement benefits Directors’ and corporate auditors’

severance benefits

128,537 32,000 94,803 1,732

1

Investment and other assets 300,277 Total liabilities 210,232 [Net Assets] Shareholders’ equity

Common stock Capital surplus

Capital reserves Other capital surplus

Retained earnings Earnings reserve Other retained earnings

Contingent reserve Unappropriated retained

earnings at end of period Treasury stock, at cost

Valuation and translation adjustments Unrealized holding gain (loss) on

securities

133,788 53,886 46,563 46,543

19 34,536 6,754

27,782 16,339 11,443

(1,197)

(65)

(65)

Investment securities Shares in affiliates Long-term loans receivable Long-term prepaid expenses Deferred tax assets Other Allowance for doubtful

receivables Allowance for investment loss

6,140 173,298 125,589

9 193 227

(1,404)

(3,776)

Total net assets 133,722 Total assets 343,955 Total liabilities and net assets 343,955

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Non-Consolidated Statement of Income (From January 1, 2011 to December 31, 2011)

(Million Yen) Item Amount

Operating revenues 6,244 Managing revenue from operating companies 3,683 Dividend income from subsidiaries and affiliates 2,561

Operating expenses 2,485 General administrative expenses 2,485

Operating income 3,759 Non-operating income 3,553

Interest and dividend income 3,540 Other 13

Non-operating expenses 3,968 Interest expense 2,600 Provision for allowance for doubtful receivables 953 Other 414

Ordinary income 3,344 Extraordinary loss 271

Loss on devaluation of investment securities 189 Loss on sale of investment securities 0 Disaster losses 81

Income before income taxes 3,073 Current income taxes 630 Deferred income taxes 575

Net income 1,867

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Non-Consolidated Statement of Changes in Shareholders’ Equity (From January 1, 2011 to December 31, 2011)

(Million Yen) Shareholders’ equity

Capital surplus Retained earnings Other retained earnings

Common stock Capital

reserves

Other capital surplus

Total capital surplus

Earnings reserve Contingent

reserve

Unappropriated retained

earnings at end of period

Total retained earnings

Treasury stock

Total shareholders’

equity

Balance as of December 31, 2010

53,886 46,543 24 46,567 6,754 16,339 12,317 35,410 (1,190) 134,674


Cash dividends (2,741) (2,741) (2,741)

Net income 1,867 1,867 1,867Purchase of treasury stock (18) (18)

Disposition of treasury stock (4) (4) 11 7

Net changes of items other than shareholders’ equity during period

Total changes during period - - (4) (4) - - (873) (873) (7) (885)

Balance as of December 31, 2011

53,886 46,543 19 46,563 6,754 16,339 11,443 34,536 (1,197) 133,788

Valuation and translation adjustments Unrealized holding gain

(loss) on securities Total valuation and

translation adjustments Total net assets

Balance as of December 31, 2010 303 303 134,977


Cash dividends (2,741)

Net income 1,867

Purchase of treasury stock (18)

Disposition of treasury stock 7 Net changes of items other than shareholders’ equity during period (369) (369) (369)

Total changes during period (369) (369) (1,254)

Balance as of December 31, 2011 (65) (65) 133,722

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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 policy to essentially maintain stable dividends and undertake dividend payments taking into consideration the Company’s performance and financial condition. The operating results for the 88th business term are as shown in the Business Report. Aiming to maintain stable dividends, the Company intends to distribute year-end dividends in the same amount as the previous business term as follows. Matters relating to year-end dividends

(1) Category of dividend assets:

Cash (2) Matters relating to the allocation of dividend assets and the total amount of such allocation:

7 yen per share of the Company’s common stock The total amount of dividends: 2,740,993,514 yen

(3) Date on which the dividends from surplus will take effect: March 30, 2012

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Proposal No. 2 – Election of Ten (10) Directors At the conclusion of this general meeting, the terms of office of all ten (10) directors will expire. The Company therefore proposes the election of ten (10) directors (including three (3) outside directors). The candidates for directors are as follows:

Candidate Number

Name (Date of Birth)

Career Summary, Position and Business Responsibility in the Company

(Status of Important Concurrent Occupations or Positions at Other Organizations)

April 1969 Joined the Company March 1999 Operating Officer, Director of Production & Technology

Department, Production & Technology Division March 2001 Senior Officer, Director of Merchandising Department,

Marketing Division March 2003 Senior Officer, Deputy Director of Beer Marketing &

Production Division July 2003 Director (Member of the Board) and Executive

Managing Officer, Director of Production & Technology Division, of Sapporo Breweries Limited

March 2004 Managing Director (Member of the Board) of the Company

March 2005 President and CEO of the Group

1

Takao Murakami

(August 14, 1945) Incumbent

Number of Shares Held in the Company

62,158 shares

March 2011 Chairman (up to the present)

April 1976 Joined the Company March 2001 Director (Member of the Board), Director of Sales

Planning Department, of Sapporo Beverage Co., Ltd. September 2003 Director (Member of the Board) and Managing

Executive Officer, Director of Marketing Department, of Sapporo Beverage Co., Ltd.

September 2005 Director (Member of the Board) and Managing Executive Officer, Director of Management Strategy Headquarters, of Sapporo Beverage Co., Ltd.

March 2007 Director (Member of the Board), Director of Corporate Planning Department, of the Company

March 2009 Managing Director (Member of the Board) of the Company

March 2011 President and CEO of the Group (up to the present) President of Sapporo Beverage Co., Ltd. (up to the present)

2

Tsutomu Kamijo

(January 6, 1954) Incumbent


35,229 shares

(Status of Important Concurrent Occupations or Positions at Other Organizations) President of Sapporo Beverage Co., Ltd. (*scheduled to retire from this position as of March 22, 2012)

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Candidate Number




April 1978 Joined the Company March 2007 Director (Member of the Board), Director of Accounting

& Finance Department, of Sapporo Breweries Limited March 2008 Director (Member of the Board) of the Company April 2010 Director (Member of the Board), Director of Accounting

& Finance Department, of the Company

3

Hidenori Tanaka

(April 16, 1955) Incumbent


47,395 shares September 2010 Director (Member of the Board) of the Company

(up to the present) April 1973 Joined the Company March 2005 Director (Member of the Board), Director of Corporate

Planning Department March 2007 Managing Director (Member of the Board) March 2009 President of Sapporo International Inc.

(up to the present) Managing Director (Member of the Board) and Group

Operating Officer of the Company (up to the present)

4

Yoshiyuki Mochida

(January 17, 1951)

Incumbent Number of Shares

Held in the Company 26,218 shares (Status of Important Concurrent Occupations or Positions at Other

Organizations) President of Sapporo International Inc. April 1972 Joined the Company March 2004 Operating Officer and Director of Kyushu Sales &

Marketing Division of Sapporo Breweries Limited September 2004 Director (Member of the Board) and Senior Officer,

Director of Marketing Division, of Sapporo Breweries Limited

March 2005 Director (Member of the Board) and Executive Managing Officer, Director of Marketing Division, of Sapporo Breweries Limited

March 2009 Executive Managing Officer of Sapporo Breweries Limited

March 2010 President and Representative Director of Sapporo Breweries Limited (up to the present) Managing Director (Member of the Board) and Group Operating Officer of the Company (up to the present)

5

Fumiaki Terasaka

(April 12, 1949) Incumbent


38,134 shares

(Status of Important Concurrent Occupations or Positions at Other Organizations) President and Representative Director of Sapporo Breweries Limited

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Candidate Number




April 1978 Joined the Company September 2003 Director (Member of the Board), Senior Officer,

Director of Sales Administration Division, of Yebisu Garden Place Co., Ltd. (currently Sapporo Real Estate Co., Ltd.)

November 2003 Director (Member of the Board), Senior Officer, Director of Corporate Planning Department, of Yebisu Garden Place Co., Ltd.

March 2007 Director (Member of the Board), Executive Managing Officer, of Yebisu Garden Place Co., Ltd.

March 2009 Director (Member of the Board), Director of Corporate Planning Department, of the Company

March 2011 Director (Member of the Board) of the Company September 2011 Director (Member of the Board), Director of Corporate

Planning Department, of the Company (up to the present)


6

Yoichi Kato

(July 21, 1954) Incumbent


25,327 shares

President of Sapporo Real Estate Co., Ltd. (*scheduled to take office as this position as of March 23, 2012) April 1983 Joined the Company September 1999 Director of Production & Technology Department,

Shin-Kyushu Brewery of the Company July 2003 Top Support Group Leader of Corporate Planning

Department, Management Strategy Headquarters, of Sapporo Breweries Limited

March 2006 President of Sapporo Wines Limited

7

Tatsuji Morimoto

(December 10, 1959) New Candidate


12,261 shares March 2009 Operating Officer and Director of Shizuoka Brewery, of

Sapporo Breweries Limited (up to the present)

－18－

Candidate Number




April 1964 Joined Kureha Chemical Industry Co., Ltd. (currently Kureha Corporation)

June 1997 Director of Corporate Strategic Division of Kureha Corporation Member of the Board

June 1999 Senior Vice President of Kureha Corporation (in charge of marketing)

June 2000 Executive Vice President of Kureha Corporation (in charge of marketing)

June 2001 Senior Executive Vice President of Kureha Corporation (in charge of corporate strategy & marketing)

June 2003 President & Chief Executive Officer of Kureha Corporation

April 2007 Chairman of the Board of Directors of Kureha Corporation

March 2008 Director (Member of the Board) of the Company (up to the present)

June 2010 Advisor of Kureha Corporation (up to the present)

(Status of Important Concurrent Occupations or Positions at Other Organizations) Advisor of Kureha Corporation

8

(Candidate for Outside Director)

Hiroshi Tanaka

(September 23, 1941) Incumbent


0 share

(Special Notes for Outside Director Candidate) 1. Reasons for presenting Mr. Hiroshi Tanaka as a candidate for outside director and his service period as outside director Mr. Hiroshi Tanaka has a wealth of experience and a rich track record as the president of a business corporation, and he is an individual of great insight in the field of corporate law. Mr. Tanaka offers pertinent opinions and advice to the Company’s Board of Directors from his objective standpoint, independent of the management team engaged in executing the operations of the Company. The Company has determined that he will contribute greatly to the corporate governance of the Company in such areas as the strengthening of compliance, and he has thus been presented to the shareholders as a candidate. It should be noted that Mr. Tanaka is currently an outside director of the Company and that he will have served in that capacity for a period of four (4) years as of the conclusion of this general meeting. 2. Notification of independent director The Company designated Mr. Hiroshi Tanaka as an independent director as provided for by the rules of the Tokyo Stock Exchange, Inc. and the Sapporo Securities Exchange and has notified such exchanges of this designation.

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Candidate Number




April 1964 Joined Shimadzu Corporation June 1989 President of Shimadzu Scientific Instruments, Inc.

(seconded to the United States of America) June 1993 Director (Member of the Board) of Shimadzu

Corporation (seconded to the United States of America)

June 1997 Managing Director (Member of the Board) of Shimadzu Corporation

June 2003 President and CEO of Shimadzu Corporation June 2009 Chairman of the Board of Shimadzu Corporation

(up to the present) (Status of Important Concurrent Occupations or Positions at Other Organizations) Chairman of the Board of Shimadzu Corporation Outside Director of Mitsubishi Tanabe Pharma Corporation Member of Space Activities Commission, MINISTRY OF EDUCATION, CULTURE, SPORTS, SCIENCE AND TECHNOLOGY-JAPAN

9


Shigehiko Hattori

(August 21, 1941) New Candidate


0 share (Special Notes for Outside Director Candidate) Reasons for presenting Mr. Shigehiko Hattori as a candidate for outside director Mr. Shigehiko Hattori has a wealth of experience, a rich track record and great insight as the president of a business corporation. He also has a wealth of overseas management experience. The Company has determined that, from his objective standpoint, independent of the management team engaged in executing the operations of the Company, Mr. Hattori will offer pertinent opinions and advice to the Company’s Board of Directors and contribute greatly to the corporate governance of the Company, which is moving forward with overseas expansion, and he has thus been presented to the shareholders as a candidate.

－20－

Candidate Number




April 1969 Joined The Fuji Bank, Ltd. (currently Mizuho Financial Group, Inc.)

June 1996 General Manager of Branch Department of The Fuji Bank, Ltd.

April 1998 Managing Director (Member of the Board) of The Fuji Bank, Ltd.

May 2001 Senior Managing Director (Member of the Board) of The Fuji Bank, Ltd.

April 2002 Deputy President of Mizuho Corporate Bank, Ltd. June 2004 President and Chief Executive Officer of Mizuho Trust

& Banking Co., Ltd. June 2008 Chairman of Mizuho Trust & Banking Co., Ltd. June 2010 Advisor of Mizuho Trust & Banking Co., Ltd.

(up to the present) (Status of Important Concurrent Occupations or Positions at Other Organizations) Outside Director of Kao Corporation Outside Corporate Auditor of Yokogawa Electric Corporation Outside Corporate Auditor of TOKYO FM Broadcasting Co., Ltd.

10


Teruhiko Ikeda

(December 5, 1946) New Candidate


0 share

(Special Notes for Outside Director Candidate) Reasons for presenting Mr. Teruhiko Ikeda as a candidate for outside director Mr. Teruhiko Ikeda has a wealth of experience, a rich track record and great insight as the president of a financial institution. The Company has determined that, from his objective standpoint, independent of the management team engaged in executing the operations of the Company, Mr. Ikeda will offer pertinent opinions and advice to the Company’s Board of Directors and contribute greatly to the corporate governance of the Company in such areas as the strengthening of risk management, and he has thus been presented to the shareholders as a candidate.

Notes:

1. There are no special conflicts of interests between the Company and any of the candidates.

2. The number of shares held in the Company is the effective number of shares held, including shares held through Sapporo Group’s director and corporate auditor stock ownership plan and its employee stock ownership plan.

3. On March 31, 2008, while Mr. Shigehiko Hattori was serving as a representative director of Shimadzu Corporation, Shimadzu Corporation received a cease and desist order and a surcharge payment order from the Japan Fair Trade Commission in relation to a bidding process for medical equipment.

4. The Company has entered into a contract for limitation of liability, as stipulated in Article 427, Paragraph 1 of the Companies Act, with Mr. Hiroshi Tanaka. The Company intends to extend this contract should Mr. Tanaka be re-elected as a director. In addition, should Mr. Shigehiko Hattori and Mr. Teruhiko Ikeda be elected, the Company also intends to enter into the contract for limitation of liability with each of them. The amount of limit of liability which is stipulated in these contracts is to be the minimum liability amount which is stipulated in Article 425, Paragraph 1 of the Companies Act.

－21－

Proposal No. 3 – Election of Three (3) Corporate Auditors At the conclusion of this general meeting, the terms of office of corporate auditors Messrs. Isao Takehara, Norio Henmi and Keizo Ae will expire. The Company therefore proposes the election of three (3) corporate auditors (including two (2) outside corporate auditors). Additionally, the Company has obtained the approval of the Board of Corporate Auditors on submitting this proposal to this general meeting. The candidates for corporate auditors are as follows:

Candidate Number


Career Summary, Position, and Status of Important Concurrent Occupations or Positions at Other Organizations

March 1977 Joined Pokka Lemon Co., Ltd. (Currently Pokka Corporation)

April 2003 Operating Officer and General Manager of Corporate Strategic Division of Pokka Corporation

April 2005 Operating Officer and General Manager of Procurement Group of Pokka Corporation

January 2006 Operating Officer and General Manager of Corporate Strategic Department of Pokka Corporation

April 2008 Operating Officer and General Manager of Corporate Strategic Division of Pokka Corporation

1

Keiji Iida

(July 20, 1954) New Candidate


303 shares June 2011 Director (Member of the Board) and General Manager of Corporate Strategic Division of Pokka Corporation (up to the present)

－22－

Candidate Number



March 1971 Joined Nippon Life Insurance Company

July 1997 Director (Member of the Board) of Nippon Life Insurance Company

March 2002 Managing Director (Member of the Board) of Nippon Life Insurance Company

March 2005 Director (Member of the Board) of Nippon Life Insurance Company

June 2005 President of NLI Research Institute (up to the present)

March 2007 Corporate Auditor of the Company (up to the present)


President of NLI Research Institute

2

(Candidate for Outside Corporate Auditor)

Isao Takehara

(June 28, 1947) Incumbent


0 share

(Special Notes for Outside Corporate Auditor Candidate) 1. Reasons for presenting Mr. Isao Takehara as a candidate for outside corporate auditor and his service period as outside corporate auditor As the president of a large corporate think tank, Mr. Isao Takehara has a wealth of experience, a rich track record and highly developed insight based on extensive knowledge and information of multiple industries. Mr. Takehara monitors the performance of duties by directors of the Company from his objective and neutral position as an outside corporate auditor. The Company has determined that he will contribute greatly in strengthening the Company’s corporate auditor system, and he has thus been presented to the shareholders as a candidate. It should be noted that Mr. Takehara is currently an outside corporate auditor of the Company and that Mr. Takehara will have served in that capacity for a period of five (5) years as of the conclusion of this general meeting. 2. Notification of independent corporate auditor The Company designated Mr. Isao Takehara as an independent corporate auditor as provided for by the rules of the Tokyo Stock Exchange, Inc. and the Sapporo Securities Exchange and has notified such exchanges of this designation.

－23－

Candidate Number



April 1982 Registered as a lawyer (Daiichi Tokyo Bar Association)

Joined the Law Offices of Furness, Sato & Ishizawa (Currently Law Offices of Ishizawa, Ko & Sato) (up to the present)

October 1990 Registered as a lawyer (New York State Bar Association)

April 2011 Vice Chairman of Daiichi Tokyo Bar Association (up to the present)

(Status of Important Concurrent Occupations or Positions at Other Organizations) Lawyer Vice Chairman of Daiichi Tokyo Bar Association (*scheduled to retire from this position as of March 31, 2012) Outside Auditor of SEIKAGAKU CORPORATION Outside Auditor of Mitsui Mining and Smelting Co., Ltd. Outside Director of Nikki Co., Ltd

3

(Candidate for Outside Corporate Auditor)

Junya Sato

(May 4, 1953) New Candidate


0 share (Special Notes for Outside Corporate Auditor Candidate) Reasons for presenting Mr. Junya Sato as a candidate for outside corporate auditor Although Mr. Junya Sato has no experience directly managing a company aside from becoming an outside director or an outside corporate auditor, he has professional knowledge of and insight into general legal matters, particularly corporate law, based on his wealth of practical experience as an attorney. The Company has determined that Mr. Sato will be able to monitor the performance of duties by directors of the Company from an objective and fair perspective, and he has thus been presented to the shareholders as a candidate.

Notes:

1. There are no special conflicts of interests between the Company and any of the candidates. 2. The number of shares held in the Company is the effective number of shares held, including shares

held through Sapporo Group’s director and corporate auditor stock ownership plan. 3. The Company has entered into a contract for limitation of liability, as stipulated in Article 427,

Paragraph 1 of the Companies Act, with Mr. Isao Takehara. The Company intends to extend this contract should Mr. Takehara be re-elected as a corporate auditor. In addition, should Mr. Junya Sato be elected, the Company also intends to enter into the contract for limitation of liability with him. The amount of limit of liability which is stipulated in these contracts is to be the minimum liability amount which is stipulated in Article 425, Paragraph 1 of the Companies Act.

－24－

Proposal No. 4 – Election of One (1) Substitute Corporate Auditor At the commencement of this general meeting, the effect of the election of Mr. Tsugio Yada as a substitute corporate auditor, who was elected as substitute corporate auditor at the 87th ordinary general meeting of shareholders held on March 30, 2011, expires. In case of the number of incumbent corporate auditors becomes less than that is required by laws and ordinances, the Company proposes the election of one (1) substitute corporate auditor. Additionally, the Company has obtained the approval of the Board of Corporate Auditors on submitting this proposal to this general meeting. The candidate for substitute corporate auditor is as follows:



April 1976 Prosecutor at the Tokyo District Public Prosecutors Office

Thereafter, worked for the District Public Prosecutors Offices in Sendai, Chiba, Kushiro, Tokyo and Osaka

August 1989 Retired from the Special Investigation Department of the Tokyo District Public Prosecutors Office

September 1989 Registered as a lawyer (Daiichi Tokyo Bar Association) Partner of Nozomi Sogo Law Office

(up to the present) (Status of Important Concurrent Occupations or Positions at Other Organizations) Lawyer

Tsugio Yada

(July 22, 1948) Incumbent


0 share

(Special Notes for Substitute Corporate Auditor Candidate for Outside Corporate Auditor) Although Mr. Tsugio Yada has no experience directly managing a company, the Company has judged that he will be able to monitor the performance of duties by directors of the Company from an objective and fair perspective based on his wealth of knowledge and experience as an attorney with expertise in the field of corporate law, and he has thus been presented to the shareholders as a candidate.

Notes:

1. There are no special conflicts of interests between the Company and the candidate.

2. Should Mr. Tsugio Yada assume the position of corporate auditor, the Company intends to enter into a contract for limitation of liability, as stipulated in Article 427, Paragraph 1 of the Companies Act, with him. The amount of limit of liability which is stipulated in this contract is to be the minimum liability amount which is stipulated in Article 425, Paragraph 1 of the Companies Act.

－25－

Proposal No. 5 – Provision of Retirement Benefits to Retiring Director As a part of its management reforms, the Company abolished the Officers’ retirement benefits at the conclusion of the 80th ordinary general meeting of shareholders held on March 30, 2004. However, at the same general meeting, it was determined that the retirement benefits to directors who were reappointed at the same general meeting would be individually considered at the general meeting which is held on the occasion of the retirement from office. Mr. Hiroaki Eto will, due to the expiration of his term of office, retire from the director at the conclusion of this general meeting. Therefore, the Company would like to provide him with the retirement benefits in the amount of 1,185,000 yen, for his term of office which is from the beginning of his appointment to the conclusion of the 80th ordinary general meeting held on March 30, 2004. A career summary of the retiring director is as follows.

Name Career Summary

Hiroaki Eto March 2003 Outside director of the Company

(up to the present) March 2004 (Abolishment of the Officers’ retirement benefits as of the conclusion of

the 80th ordinary general meeting of shareholders)

Note: Mr. Hiroaki Eto is an only director who was reappointed at the 80th ordinary general meeting of shareholders, at which the Officers’ retirement benefits was abolished, and has served the company from that time until present.

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