April 26, 2016
To all:Com pany

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）
Company

Coca-Cola East Japan Co., Ltd.

Representative

Representative Directorand CEO

Inquiries

Director and Senior
Manager of Corporate
Administration

Calin Dragan(TSECode 2580)
Naruhiko
Kawamoto(TEL: 03-5575-3749)

Announcement of Memorandum of Understanding Regarding Business Integration
Between Coca-Cola West Co., Ltd. and Coca-Cola East Japan Co., Ltd.
This is to notify that Coca-Cola West Co., Ltd. (head office: Fukuoka City, Fukuoka Prefecture; hereinafterreferred to as “CCW”) and Coca-Cola East Japan Co., Ltd. (head office: Minato-ku, Tokyo; hereinafter referred toas “CCEJ”) 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 CCW and CCEJ (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 toevolve, with a challenging business environment driven by fierce competition among the industry players.
In this environment, the two parties have been reinforcing ties as entities belonging to the Coca-Cola system
in Japan, and have agreed to proceed with discussions/review toward business integration in the spirit ofequal partnership.
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 integratingand evolving its systems and processes across the combined entity.

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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 brandedproducts sold in Japan.

CCEJ was established in July 2013, through a business integration of four Coca-Cola bottlers in the Kantoand 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.

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 accordingy.

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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
Location
Representative
Title/Name
Description ofBusiness
CapitalCoca-Cola West Co., Ltd.

Coca-Cola East Japan Co., Ltd.

7-9-66 Hakozaki, Higashi-ku, Fukuoka

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

City, Fukuoka Prefecture
Representative Director & President

Representative Director, President &Tamio Yoshimatsu

CEO Calin Dragan

Production and sale of beverages/foods Production and sale of beverages
15,231MM yen

6,499MM yen

Foundation

Dec. 20, 1960

June 29, 2001

Shares Issued

111,125,714 shares

127,680,144 shares

Accounting Term

Dec. 31

Dec. 31

No. of Employees(non-consolidated) 1,620 personsand Shareholding

Ricoh Co., Ltd.
TheNew
TechnologyDevelopment Foundation
Satsuma Shuzo Co., Ltd.

Ratio

MCA Holdings CO., LTD.

Major Shareholders

Coca-Cola Holdings
Japan, Inc.

West

(non-consolidated) 4,204 persons
15.37％ European Refreshments
16.13％(Japan)
4.76％ Coca-Cola
Company Limited
4.23％ Sensyusha Co., Ltd.
SeikanGroup
3.97％ Toyo
Holdings, Ltd.
3.67％ State Street Bank and Trust
Company

13.05％
4.26％
4.01％
3.94％

Relationships between
the concerned parties
Capital relationship None
Personalrelationship

None

BusinessrelationshipSale/purchase transactions between CCW and CCEJ

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

Coca-Cola East Japan Co., Ltd.

FY2013

FY2014FY2015FY2013

FY2014FY2015Net Asset

257,936

254,150

260,878

216,191

213,754

230,945

Total Asset

374,418

337,260

378,105

314,490342,672

371,771

Net Assets per Share (yen)2,359.82

2,325.19

2,386.81

1,785.92

1,764.07

1,817.67

Net Sales Revenue

431,711424,406

440,476

372,792523,299563,162

Operating Income

15,927

11,00814,262

7,581

9,356

10,791

Ordinary Profit

16,606

10,60913,723

7,732

9,606

10,411

Profit attributable toowners of the parent

13,625

4,482

9,970

11,582

3,434

5,354

Net Income per Share (yen)128.15

41.07

91.35

139.70

28.37

42.70

4141

41

32

32

32

Accounting Term

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

EOD

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CCW and/or CCEJ may be required to submit a Form F-4 registration statement with the U.S. Securities
and Exchange Commission (SEC) in connection with the Business Integration. After the Form F-4 issubmitted 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 whichshareholders will have the opportunity to approve the Business Integration. If Form F-4 is required to befiled, the Form F-4 and prospectus will contain important information about CCW, CCEJ, such Business
Integration and related matters. U.S. shareholders are urged to carefully read the Form F-4, theprospectus and other documents 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 theBusiness 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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