April 26, 2016
To all:Company

Coca-Cola East Japan Co., Ltd.

Representative

Representative Directorand CEOInquiries

Director and Senior
Manager of Corporate
Administration

Calin Dragan(TSE Code 2580)
NaruhikoKawamoto(TEL: 03-5575-3749)
Company

Coca-Cola West Co., Ltd.

Representative

Representative Directorand President

Inquiries

Director,Senior Corporate Officer
Gen. Manager, Planning& Finance Division

Tamio
Yoshimatsu(TSE/FSE Code 2579)
Yasunori Koga
(Tel．092-641-8774)

Announcement of Memorandum of Understanding Regarding Business Integration
Between Coca-Cola East Japan Co., Ltd. and Coca-Cola West Co., Ltd.
This is to notify that Coca-Cola East Japan Co., Ltd. (head office: Minato-ku, Tokyo; hereinafter referred to as“CCEJ”) and Coca-Cola West Co., Ltd. (head office: Fukuoka City, Fukuoka Prefecture; hereinafter referred toas “CCW”) agree herewith to proceed with discussions/review of a business integration (hereinafter referred toas “the business integration”) and have entered into a non-binding Memorandum of Understanding between thetwo parties based on the resolution in the respective Board of Directors meeting held today.
The Coca-Cola Company also expressed its support to proceed with discussions/review of the businessintegration and has joined the Memorandum of Understanding between CCEJ and CCW (hereinafter referred toas “the two parties”.)
1. Background and Objective etc. of the Business Integration
In the Japanese soft drinks industry, the requirements of customers and consumers have continued to evolve,
with a challenging business environment driven by fierce competition among the industry players. In thisenvironment, the two parties have been reinforcing ties as entities belonging to the Coca-Cola system inJapan, and have agreed to proceed with discussions/review toward business integration in the spirit of equalpartnership.
Through this integration, the combined entity would be better positioned to drive future growth in the softdrinks industry, react to changes in the market environment, respond to customer and consumer needs, andaccelerate market competition. Also, the combined entity would build competitive advantage through theintegration and accelerate the transformation of the Coca-Cola system in Japan. The two parties expect tomaximize the enterprise value of the combined entity and establish one of the leading Coca-Cola bottlers in
the world by improving its supply chain for efficient manufacturing and logistics operation, and integrating andevolving its systems and processes across the combined entity.

1CCEJ was established in July 2013, through a business integration of four Coca-Cola bottlers in the Kanto
and Tokai regions, including the former Tokyo Coca-Cola Bottling Company, the first Coca-Cola bottler in Japan,
founded in 1956. In April 2015, Sendai Coca-Cola Bottling Co., Ltd. became a wholly-owned subsidiary ofCCEJ, expanding its sales territories to the South Tohoku, Kanto, and Tokai regions, including Tokyo and 15
prefectures, and representing a population of approximately 66 million. CCEJ’s sales volumes represent
approximately 51% of total Coca-Cola branded products sold in Japan.

CCW was established in 1960 as Nichibei Inryo Co., Ltd. as a Coca-Cola bottler based mainly in the northern
Kyushu area and went on to integrate with five other bottlers beginning in 1999; it currently serves 22
prefectures across the regions of Kinki, Chugoku, Shikoku, and Kyushu, representing a population ofapproximately 45 million. CCW’s sales volumes represent approximately 35% of total Coca-Cola branded
products sold in Japan.

The execution of the business integration is contingent upon the following: both parties signing definitive
agreements regarding the business integration; required approval being obtained from the shareholders’meeting of the two parties; required permits, licenses, and other approvals being obtained from authorities
concerned with regard to the business integration.

2. Form of Business Integration and Approach, Integration Ratio, Business Structure Following the Integration,Timeline, etc.

The form of business integration and approach, integration ratio, name of the integrated company, locationof headquarters, representatives, board compositions, organization, timeline, etc. shall be determined by theconclusion of the definitive agreements through discussions/review by both parties in accordance with theestablishment of an Integration Preparation Committee as well as in consideration of the results of the due
diligence to be conducted hereafter.

3. Future Prospect
If further disclosure concerning this matter shall be required, we will disclose accordingly.

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4. Outline of the Two Companies(1) Outline of the two companies (as of the end of Dec. 2015)
Trade Name

Coca-Cola East Japan Co., Ltd.

Location

6-1-20 Akasaka, Minato-ku, Tokyo

Representative
Title/Name

Representative Director, President &Representative Director & President

CEO Calin Dragan

Tamio Yoshimatsu

Production and sale of beverages

Production and sale of beverages/foods

6,499MM yen

15,231MM yen

Foundation

June 29, 2001

Dec. 20, 1960

Shares Issued

127,680,144 shares

111,125,714 shares

Accounting Term

Dec. 31

Dec. 31

No. of Employees(non-consolidated) 4,204 persons

Description ofBusinessCapitalMajor Shareholdersand Shareholding
Ratio

European Refreshments
Coca-Cola (Japan) Company
LimitedSensyusha Co., Ltd.

Coca-Cola West Co., Ltd.
7-9-66 Hakozaki, Higashi-ku, Fukuoka
City, Fukuoka Prefecture(non-consolidated) 1,620 persons
16.13% Ricoh Co., Ltd.
15.37%
4.76%

Toyo Seikan Group Holdings,NewTechnology
13.05% TheDevelopment Foundation
4.26% Satsuma Shuzo Co., Ltd.
4.01% MCA Holdings CO., LTD.

Ltd.
State Street Bank and Trust
Company

3.94% Coca-Cola Holdings WestJapan, Inc.

3.67%

4.23%
3.97%

Relationships between
the concerned parties
Capital relationship NonePersonalrelationship

None

BusinessrelationshipSale/purchase transactions between CCEJ and CCW

Related party
relationshipNone(2) (Consolidated) Business Performance of the last 3 years
Coca-Cola East Japan Co., Ltd.
Accounting Term

FY2013

FY2014Coca-Cola West Co., Ltd.

FY2015FY2013

FY2014FY2015Net Asset

216,191

213,754

230,945257,936

254,150

260,878

Total Asset

314,490342,672

371,771374,418

337,260

378,105

Net Assets per Share (yen)1,785.92

1,764.07

1,817.67

2,359.82

2,325.19

2,386.81

Net Sales Revenue

372,792523,299563,162431,711424,406

440,476

Operating Income

7,581

9,356

10,791

15,927

11,00814,262

Ordinary Profit

7,732

9,606

10,411

16,606

10,60913,723

Profit attributable toowners of the parent

11,582

3,434

5,354

13,625

4,482

9,970

Net Income per Share (yen)139.70

28.37

42.70

128.15

41.07

91.35

32

32

32

41

41

41

Dividend per Share (yen)(Unit: MM yen. Excl. those under special notation.)

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EOD
CCEJ and/or CCW may be required to submit a Form F-4 registration statement with the U.S. Securities andExchange Commission (SEC) in connection with the Business Integration. After the Form F-4 is submitted
and becomes effective, the prospectus submitted as part of the Form F-4 is expected to be sent to the U.S.
shareholders of either or both entities, prior to the General Shareholders’ Meetings at which shareholders
will have the opportunity to approve the Business Integration. If Form F-4 is required to be filed, the Form
F-4 and prospectus will contain important information about CCW, CCEJ, such Business Integration andrelated matters. U.S. shareholders are urged to carefully read the Form F-4, the prospectus and otherdocuments prior to exercising their voting rights with respect to the Business Integration at the General
Shareholders’ Meeting. All documentation submitted to SEC with respect to the Business Integration will
be disclosed free of charge on the SEC’s website (www.sec.gov). In addition, upon request, the documents
will be provided to shareholders free of charge.

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