This document is a summary translation of the Japanese language original version. In the event of any
discrepancy, errors and/or omissions, the Japanese language version shall prevail.

(Accompanying reference documents for the General Meeting of Shareholders)

Details of Financial Statements for Most Recent Fiscal Year of CocaCola East Japan Co., Ltd.

Details of ”① Financial Statements for Most Recent Fiscal Year”in ”(3) Matters relating to CCEJ (CocaCola East Japan Co., Ltd.) ”in ”3．Summary of provisions stipulated in the Companies Act Enforcement
Regulations Article 193”in Agenda item No. 2” Approval of the Share Exchange Agreement between CCW
and Coca-Cola East Japan Co., Ltd.” shall be as described in the booklet.
Note that CCW posts items listed in the following among the ones listed in this booklet based on applicablelaws, regulations and the provisions of Articles of Incorporation Article 16 on the Company’s website（http://www.ccwest.co.jp）and therefore not included in this booklet.
(1) ”Notes to consolidated financial statements”to the consolidated financial statements in the financial
statements for the most recent fiscal year of Coca-Cola East Japan Co., Ltd.
(2) ”Notes to non-consolidated financial statements”to the financial statements in the financial
statements for the most recent fiscal year of Coca-Cola East Japan Co., Ltd.

Coca-Cola West Co., Ltd.

1

Reference Documents for the General Meeting of Shareholders
Proposals and References
First Item: Appropriation of Surplus
The Company proposes a year-end dividend for the fiscal year ended December 31,
2016 (FY2016) of 16 yen per share based on the policy of maintaining sound and stabledividend payment in order to ensure sustainable development and profit growth for the
future and comprehensively taking into account various factors including businessperformance. As a result, the annual dividend will amount to 32 yen per share including aninterim dividend of 16 yen per share.
Year-end dividend(1) Matters related to the allocation of distributable profit to shareholders and the total
amount thereof 16 yen per share of the Company's common stock
Total
amount: 2,029,454,992 yen(2) Effective date of dividend
March 24, 2017

Second Item: Approval of Share Exchange Agreement between the Company andCoca-Cola West Company, Limited.
The Company and Coca-Cola West Company, Limited. (hereinafter referred to as“CCW”) passed a resolution at their respective Board of Directors meetings held on
September 30, 2016 for the share exchange (hereinafter referred to as the “Share
Exchange”) having CCW as the sole parent company and the Company as the whollyowned subsidiary, and concluded the Share exchange agreement between the twocompanies as of the same date.
Accordingly, the Company requests approval of the Share Exchange.
The effective date of the Share Exchange is expected April 1, 2017.
1. Reason for Conducting Share Exchange
The Company and CCW (hereinafter collectively referred to as the “two companies”)
agreed to integrate their businesses (hereinafter referred to as the “Business Integration”)
through a combination of a share exchange and absorption-type company split in line withthe shift to a holding company structure with April 1, 2017 as the expected effective date(hereinafter referred to as the “Effective Date”).
In the Japanese soft drinks industry, the requirement of customers and consumers has
continued to evolve, with a challenging business environment driven by fierce competition
among the industry players.
The two companies had been reinforcing ties as entities belonging to the Coca-Colasystem in Japan in the area of sales, manufacturing and procurement, and have recently
been involved in discussions to proceed with a business integration to grasp new business
opportunities and realize sustainable growth amidst a tough business environment. Bothcompanies have now reached the conclusion that integration will allow the building of astronger business foundation and increase value for all stakeholders—including
consumers, customers, suppliers, shareholders and employees of the two entities—bydelivering synergies, concentrating the know-how accumulated in both entities, forexample, customer-centric sales and marketing activities as well as improvement of
production efficiency in manufacturing, and creating an operating structure, enabling theCompany to respond with speed to the increasingly competitive market.
To realize the Business Integration, the two companies agreed on September 30, 2016to 1) conduct a Share Exchange whose expected Effective Date is April 1, 2017 with CCW
as the sole parent company and the Company as the wholly-owned subsidiary, 2) execute2

an absorption-type company split that transfers the rights and obligations of all of CCW’s
businesses other than its group management/administration operations and the
management of its assets to a new wholly-owned subsidiary named New CCW
Establishment Preparation Co., Ltd.(hereinafter referred to as “New CCW,” whose tradename will be changed to “Coca-Cola West Company, Limited.” as of the Effective Date),in order for CCW to shift to a holding company structure upon the Business Integration,and 3) partially amend CCW’s Articles of Incorporation including the change of CCW’strade name to “Coca-Cola Bottlers Japan Inc.” (hereinafter referred to as “CCBJI”).
Based on this agreement, the Company concluded a share exchange agreement
concerning the Share Exchange with CCW (hereinafter referred to as the “Share
Exchange Agreement”) on September 30, 2016.
CCBJI will pursue a strategy of combining topline growth with aggressive realization of
cost synergies and productivity for bottom line delivery, while building and enhancing
capabilities to become a world-class Japanese bottler. CCBJI will continue to focus morethan ever on community-based business activities and social contribution efforts in order
to work in harmony with and succeed together with the local community.
The Company’s common stock will be delisted from the first section of the Tokyo Stock
Exchange (hereinafter “TSE”) as of March 29, 2017 (last date of transaction will be March28), ahead of the Effective Date of the Share Exchange (April 1, 2017 (scheduled)).
2. Outline of Content of Share Exchange Agreement
Please refer to Attachment 1 “Share Exchange Agreement (copy).”
3. Outline of Content of Matters Described in Article 184, Paragraph 1 of the Ordinance for
Enforcement of the Companies Act(1) Matters concerning the adequacy of consideration for the exchange (hereinafter referred
to as “exchange consideration”) (Article 184, Paragraph 1, Item 1 of the Ordinance for
Enforcement of the Companies Act)
1) Matters concerning the adequacy of the total number of shares for exchange or the total
amounti. Allotment in the Share Exchange

Allotment in the Share Exchange

CCW

The Company

1

0.75

(Note 1) Ratio of allotment in the Share Exchange (hereinafter referred to as the “Share
Exchange Ratio”)
0.75 share of the Company’s common stock will be allotted to one share of thecommon stock of CCW. However, shares of the Company owned by CCW (18,576
shares (as of June 30, 2016)) will not be subject to the allotment in the Share
Exchange.
(Note 2) The number of CCW’s new shares to be issued upon the Share Exchange(Scheduled)
Number of shares to be newly issued upon the Share Exchange: 95,118,264 sharesof common stock (planned)
The number of shares described above has been calculated based on issued sharesof the Company (127,680,144 shares), treasury shares of the Company (837,216
shares), and shares of the Company owned by CCW (18,576 shares) all as of June30, 2016.
Moreover, the actual number of shares described above to be issued by the Company
may fluctuate as the Company will accept exercise of all share acquisition rights
issued by the Company and plans to retire all treasury shares to be in the Company’s
possession (including shares to be acquired by the Company in response to thedemand from dissenting shareholders to purchase shares as per Article 785 of theCompanies Act, the rights of the dissenting shareholders exercised in relation to the3Share Exchange) up to the time immediately prior to the time CCW will acquire all of
the issued shares of the Company through the Share Exchange.
(Note 3) Treatment of fractional shares
The following options are available to shareholders in possession of odd lots of CCWshares as a result of the Share Exchange:
1. Demanding purchase of odd lots (sale of shares less than 1 unit (100))
Allows the shareholder to demand that CCW purchase the shareholder’sholdings of CCW’s odd lots based on the rule stipulated in Article 192, Paragraph
1 of the Companies Act.
2. Adding to holdings of shares less than 1 unit (purchase to constitute 100 shares)
Allows the shareholder, except for the case where CCW does not have treasury
shares in the number subject to the demand by the shareholder, to demand that
CCW sell its shares to the shareholder so that the CCW shares in the possessionof the shareholder constitute 1 unit (100 shares) by adding to the odd lots basedon rules stipulated in Article 194, Paragraph 1 of the Companies Act.
(Note 4) Treatment of shares less than 1 share
Shareholders to be allotted CCW shares that do not constitute 1 share as a result of
the Share Exchange shall be paid the amount equivalent to the share of less than 1
share and will not receive allocation of shares in accordance with Article 234 of theCompanies Act or other relevant laws and ordinances.
ii. Basis of analysis
In order to secure fairness and validity in the analysis of the Share Exchange Ratio
used in the Share Exchange, it was decided that the two companies would each request
a third party independent of either entity to analyze the share exchange ratio. The
Company chose JPMorgan Securities Japan Co., Ltd. (hereinafter referred to as “J.P.
Morgan”) and CCW chose SMBC Nikko Securities Inc. (hereinafter referred to as “SMBC
Nikko Securities”) as their respective third-party financial advisors.
J.P. Morgan performed an average share price analysis on the common stock of theCompany and CCW, as well as a comparable companies analysis and a discounted cash
flow (hereinafter referred to as “DCF”) analysis based on publicly available information
pertaining to the two companies, forecasts pertaining to the Company prepared andfurnished to J.P. Morgan by the management of the Company, and forecasts pertaining to
CCW prepared by the management of CCW and adjusted by the management of theCompany. The ranges of the Share Exchange Ratio for the Share Exchange based oneach method are as indicated below. The ranges of the Share Exchange Ratio below
show the range of the number of shares of CCW’s common stock to be allotted for eachshare of common stock of the Company.
Range of the Share Exchange
Ratio
0.70 - 0.80

Adopted Method
Average Share Price Analysis
DCF Analysis
Comparable Companies
Analysis0.69 - 0.80
0.55 - 0.70

In performing the average share price analysis, J.P. Morgan used September 29, 2016as the base date (hereinafter referred to as the “Base Date”) and reviewed the per shareclosing price trading data of the common stock of the two companies on the Base Dateand the average daily closing share prices of the two companies on the Tokyo Stock
Exchange (hereinafter referred to as “TSE”) for one-month, three-month and six-month
periods ending on the Base Date.
4

The business plan of the Company for fiscal years ending December 2016 (FY2016) toDecember 2025 (FY2025) that served as the basis for J.P. Morgan’s DCF analysis
included fiscal years with an expected substantial earnings increase. Specifically,
considerable earnings growth is expected year-on-year in FY2016 and FY2019 as a resultof streamlining mainly in the supply chain area such as manufacturing andlogistics/distribution and cost reduction efforts, as well as the realization of investment
returns, etc. On the other hand, the business plan of CCW for FY2016 to FY2025 thatserved as the basis for J.P. Morgan’s DCF analysis did not have any fiscal year with an
expected substantial earnings increase or decrease.
J.P. Morgan delivered to the Board of Directors of the Company a written opinion dated
September 29, 2016 that, as of such date, and based on and subject to the factors andassumptions set forth in that written opinion, the Share Exchange Ratio in the Share
Exchange was fair, from a financial point of view, to the holders of common stock of theCompany (other than CCW and its subsidiaries and affiliates).
The written opinion was provided solely for the benefit of the Board of Directors of theCompany in connection with its analysis of the Share Exchange and for reference
purposes in performing such analysis.
In giving its opinion and conducting analyses with respect to the Share Exchange Ratio,
which was the basis for the written opinion, J.P. Morgan has relied upon and assumed theaccuracy and completeness of all information that was publicly available or was furnishedto or discussed with J.P. Morgan by the Company and CCW or otherwise reviewed by orfor J.P. Morgan, and J.P. Morgan has not independently verified (nor has it assumed
responsibility or liability for independently verifying) any such information or its accuracy
or completeness. J.P. Morgan has not conducted or been provided with any valuation orappraisal of any assets or liabilities, nor has it evaluated the solvency of the Company or
CCW under any laws relating to bankruptcy, insolvency or similar matters. In relying on
financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P.
Morgan has assumed that they have been reasonably prepared based on assumptions
reflecting the best currently available estimates and judgments by management as to the
expected future results of operations and financial condition of the Company and CCW towhich such analyses or forecasts relate, and based on the assessments of the
management of the Company as to the relative likelihood of achieving the future financial
results reflected in the forecasts of CCW prepared by the management of CCW as wellas the forecasts of CCW prepared by the management of CCW and adjusted by the
management of the Company, J.P. Morgan has relied on such adjusted forecasts of CCW.
J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on
which they were based. J.P. Morgan has also assumed that the representations andwarranties made by the Company and CCW in the Agreements and the relatedagreements are and will be true and correct in all respects material to J.P. Morgan’s
analysis and that the Company will have no exposure under any indemnification
obligations contained within the Agreements or the related agreements in any amountmaterial to J.P. Morgan’s analysis. The opinion and analyses of J.P. Morgan with respect
to the Share Exchange Ratio, which was the basis for the written opinion provided by J.P.
Morgan, were necessarily based on economic, market and other conditions as in effecton, and the information made available to J.P. Morgan as of September 29, 2016.
The forecasts for the Company and CCW furnished to J.P. Morgan by the Company
were prepared by the managements of the Company and CCW. Further, J.P. Morgan
relied on forecasts for CCW as adjusted by the management of the Company in giving its
opinion and conducting analyses with respect to the Share Exchange Ratio. Neither theCompany nor CCW publicly discloses internal management forecasts provided to J.P.
Morgan in connection with J.P. Morgan’s analysis of the Share Exchange, and suchforecasts were not prepared with a view toward public disclosure. These forecasts werebased on numerous variables and assumptions that are inherently uncertain and may bebeyond the control of management, including, without limitation, factors related to general
economic and competitive conditions and prevailing interest rates. Accordingly, actual
results could vary significantly from those set forth in these forecasts.
5

SMBC Nikko Securities has adopted the market value method (September 29, 2016
will be the reference date, average closing prices of one-month and three-month periods
prior to the reference date, as well as the average closing prices of the period from August
15, 2016, which is the business day immediately after the Second Quarter Earnings
Release of FY2016 for both entities, up to the reference date) in light of the fact that CCW
is listed on TSE and the Fukuoka Stock Exchange (hereinafter referred to as “FSE”) andthe Company on TSE, and thus each has a market value. SMBC Nikko Securities has
adopted the DCF method in order to reflect the status of future business activities in thecomputation.
Moreover, the share exchange ratio report by SMBC Nikko Securities was created toserve as reference information for CCW to determine the Share Exchange Ratio and does
not represent its views on the fairness of the Share Exchange Ratio agreed to andfinalized between the two entities.
Below are the computation results of the number of shares of CCW’s common stock to
be allotted for each share of the common stock of the Company based on each valuation
method.
Adopted method

Share Exchange Ratio
computation result

Average Share Price Analysis

0.74 - 0.78

DCF Analysis

0.67 - 0.85

In principle, SMBC Nikko Securities has taken the information provided from the twoentities as well as publicly disclosed information as provided in computing the Share
Exchange Ratio, and assumed that such documents and information, etc., are all accurate
and complete, and has not conducted independent studies on their accuracy orcompleteness. SMBC Nikko Securities has not conducted independent evaluations,appraisals or valuations of the assets and liabilities (including contingent liabilities) of thetwo entities or their affiliates, including individual analysis and evaluation of each asset or
liability, and has not requested any third party to perform appraisals or valuations thereof.
Additionally, it is assumed that the financial forecasts of the two entities have been
rationally prepared by their respective senior management, based on the best predictions
and judgment possible at this time. The Share Exchange Ratio computation by SMBC
Nikko Securities is based on information and economic conditions current as of
September 29, 2016.
Consequently, CCW’s business plan from FY2016 to FY2025, which SMBC Nikko
Securities used as one of its computation assumptions in the DCF method, includes
business years with significant earnings fluctuations. Specifically, in FY2016, 43.7%
operating income growth is estimated year-on-year due to robust growth of the soft drink
business and improvement of business quality, and in FY2017, significant growth isexpected year-on-year due to the one-time impact of extraordinary losses, etc., from the
Kumamoto Earthquake. The Company’s business plan from FY2016 to FY2025 that
SMBC Nikko Securities used as the basis for its computation using DCF method also
includes business years with major fluctuations. Specifically, considerable earnings
growth is expected year-on-year in FY2016 and FY2019 as a result of streamlining mainlyin the supply chain area such as manufacturing and logistics/distribution and cost
reduction efforts, as well as the realization of investment returns, etc.
iii. Process of analysis
The two companies requested their respective third-party financial advisors to calculate
the Share Exchange Ratio to be used in the Share Exchange, and by referencing the said
results and said analysis and in light of due diligence results, etc., proceeded with careful
negotiations and discussions regarding the Share Exchange Ratio with comprehensive
consideration for the financial status, status of assets, future outlook, etc., and reached a6

final consensus on the validity of the Share Exchange Ratio. The Share Exchange Ratio
was finalized and agreed to at the respective Board of Directors meetings held on
September 30, 2016 and the two companies concluded the Share Exchange Agreementon the same day.
iv. Relationships with the financial advisors
The Company’s financial advisor, J.P. Morgan, and CCW’s financial advisor, SMBC
Nikko Securities, are both independent of the Company and CCW, are not related partiesof the Company or CCW, and do not have any significant vested interest worthy ofindication with regard to the Share Exchange.
v. Measures to ensure fairness
In order to ensure fairness/validity of the Share Exchange Ratio for the Share Exchange,
the Company received a valuation report regarding the Share Exchange Ratio as well asa Fairness Opinion dated September 29, 2016 from the third-party organization, J.P.
Morgan, stating that, as of such date, and based on and subject to the factors andassumptions set forth in that written opinion, the Share Exchange Ratio in the Share
Exchange was fair, from a financial point of view, to the holders of common stock of theCompany (other than CCW and its subsidiaries and affiliates).
In order to ensure fairness/validity of the Share Exchange Ratio of the Share Exchange,
CCW received a Share Exchange Ratio Report of the Share Exchange from SMBC Nikko
Securities, a third-party organization. CCW has not received a Fairness Opinion from thethird-party organization, SMBC Nikko Securities, stating the financial validity of the Share
Exchange Ratio for CCW.
The Company has received legal advice on the execution of due diligence and theadministrative processes of the Business Integration from Anderson, Mori & Tomotsune,
as legal advisor to the Company for the Business Integration.
CCW has received legal advice on the execution of due diligence and the administrative
processes of the Business Integration from Mori, Hamada & Matsumoto, as legal advisor
to CCW for the Business Integration.
vi. Measures to prevent conflict of interest
Mr. Irial Finan, Director of the Company, has not been involved in the discussion andresolution of the Share Exchange nor negotiation/discussion of the Share Exchange, as
he has been concurrently serving as an executive vice president of The Coca-Cola
Company (hereinafter referred to as “TCCC”) that has 100% of issued shares of European
Refreshments, Inc., the Company’s top shareholder.
Mr. Vicas Tiku, who had been a Director of CCW not serving as an Audit andSupervisory Committee member up to October 31, 2016, has not been involved in thediscussion and resolution of the Share Exchange nor negotiation/discussion of the Share
Exchange, as he has been concurrently serving as TCCC’s CFO for Asia Pacific, and wasscheduled to be seconded to the Company (seconded as of November 11, 2016).
2) Reasons for choosing the said type of property as exchange consideration
The two companies selected shares of common stock of CCW, which will be the soleparent company in the Share Exchange, as exchange consideration for the Share
Exchange. The two companies judged that shares of common stock of CCW areappropriate as exchange consideration for the Share Exchange because 1) the common
stock of CCW is listed on TSE and FSE and has high liquidity and thus trading
opportunities are ensured and 2) the Company’s shareholders who receive shares of thecommon stock of CCW as exchange consideration can benefit from the effect of theBusiness Integration.
3) Matters to be noted to avoid impairment of the interests of the Company’s shareholders[other than CCW if the Company and CCW are under common control][Not applicable because the Company and CCW are not under common control.]74) Matters concerning the adequacy of the amounts of CCW’s capital stock and reserves
The Company and CCW have decided the amounts of CCW’s capital stock andreserves to be increased upon the Share Exchange as follows.
i. Capital stock
0 yen
ii. Legal capital surplus
The amount separately determined by CCW in accordancewith Article 39 of the Ordinance on Accounting ofCompaniesiii. Legal retained earnings
0 yen
The above-mentioned amounts of capital stock and reserves have been determinedthrough discussion between the Company and CCW, comprehensively taking into
account CCW’s capital policy following the Share Exchange and other conditions, andwithin the scope of laws and regulations; therefore, the Company considers theseamounts reasonable.
(2) Reference to exchange consideration (Article 184, Paragraph 1, Item 2 of the Ordinancefor Enforcement of the Companies Act)
1) Provisions of the Articles of Incorporation of CCW
The Articles of Incorporation of CCW are as stated in Attachment 2 “Articles ofIncorporation of Coca-Cola West Company, Limited.” The Articles of Incorporation in
Attachment 2 are the current Articles of Incorporation of CCW and are to be amended
following the Share Exchange as shown in Attachment 3 “Proposed Amendments to the
Articles of Incorporation of Coca-Cola West Company, Limited.” subject to the approval at
CCW’s Ordinary General Meeting of Shareholders to be held on March XX, 2017.
2) Matters concerning the method of conversion into cash of the exchange consideration
i. Markets where the exchange consideration is traded
The common stock of CCW is traded at TSE and FSE.
ii. Brokerage, intermediary or agency for trading of the exchange consideration
The common stock of CCW are traded through securities firms etc. across Japan.
iii. Restrictions on transfer or other disposal of the exchange consideration
Not applicable.
3) Matters concerning the market price of the exchange consideration
The price of the common stock of CCW on the first section of TSE trended as follows
in the past six months.
(yen)Monthly
Higheststock
price
Loweststock
price

August2016

September

OctoberNovember

DecemberJanuary
2017

2,812

2,900

3,175

3,275

3,485

3,475

2,295

2,332

2,860

2,970

3,135

3,235

The market price of the common stock of CCW, trends, etc. can be viewed at thewebsite of the Japan Exchange Group (http://www.jpx.co.jp/) where quotes, charts, etc.
are available.
4) Balance sheets of CCW for the past five fiscal years
Since CCW has filed an annual securities report for each fiscal year in accordance withthe provisions of Article 24, Item 1 of the Financial Instruments and Exchange Act,
statement is omitted.
8(3) Matters concerning the adequacy of the provisions regarding share acquisition rights
pertaining to share exchange (Article 184, Paragraph 1, Item 3 of the Ordinance for
Enforcement of the Companies Act)Not applicable.
(4) Matters concerning financial statements etc. (Article 184, Paragraph 1, Item 4 of theOrdinance for Enforcement of the Companies Act)
1) Following matters concerning CCW
i. Financial statements etc. for the most recent fiscal year
The details of financial statements etc. of CCW for the most recent fiscal year (fromJanuary 1, 2016 to December 31, 2016) are as stated in Attachment 4(General Meetingof Shareholders – Annex: Reference Documents) “The Contents for the Financial
Statements for the Final Fiscal Year for Coca-Cola West Company, Limited.”ii. Details of extraordinary financial statements etc. with an extraordinary closing date after
the last day of the most recent fiscal year
Not applicable.
iii. Details of disposal of material property, incurrence of material liabilities and other events
having a material effect on the state of company property that have occurred after the last
day of the most recent fiscal year
Not applicable.
2) Concerning the Company: Details of disposal of material property, incurrence of material
liabilities and other events having a material effect on the state of company property thathave occurred after the last day of the most recent fiscal year
Not applicable.

9Attachment 1

Share Exchange Agreement(copy)
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and between CocaCola West Company, Limited. (located at 7-9-66 Hakozaki, Higashi-ku, Fukuoka City, Fukuoka
Prefecture; “CCW”) and Coca-Cola East Japan Co., Ltd. (located at 6-1-20 Akasaka, Minato-ku,
Tokyo; “CCEJ”). CCW will change its trade name to Coca-Cola Bottlers Japan Inc. effective as ofApril 1, 2017.
Article 1 Share Exchange and Simultaneous Reorganization
1. Pursuant to the terms and conditions of this Agreement, CCW and CCEJ shall implement a
share exchange, under which CCW is a sole parent company in share exchange and CCEJ is
a wholly owned subsidiary company in share exchange (the “Share Exchange”), and as aresult CCW will acquire all issued and outstanding shares of CCEJ (excluding any shares in
CCEJ owned by CCW; hereinafter the same).
2. CCW shall, after newly establishing a wholly-owned subsidiary of CCW (the “Successor
Company”) by way of incorporation without offering promptly after the execution date ofthis Agreement, execute an absorption-type company split agreement with the Successor
Company in the substance separately agreed upon between CCW and CCEJ promptly after
the establishment of the Successor Company, and conduct an absorption-type company split
upon which CCW’s rights and duties relating to all of its businesses other than its groupmanagement and administration operations as well as the management of its assets will betransferred to the Successor Company (the “Company Split”) on the Effective Date (asdefined in Article 6, Paragraph 1; the same applies hereinafter); provided, however, thattaking effect of the Share Exchange as of the Effective Date is a condition precedent of theCompany Split taking effect.
Article 2 Shares Delivered upon the Share Exchange and Allotment of the Shares
1. Upon the Share Exchange, CCW shall deliver to each of the shareholders of CCEJ registeredor recorded in the ledger of shareholders of CCEJ (excluding, however, CCW; the “Allotted
Shareholders”) as of the time immediately prior to the acquisition by CCW of all issued andoutstanding shares of CCEJ by virtue of the Share Exchange (the “Reference Time”) sharesof common stock of CCW in a number obtained by multiplying the total number of shares of
CCEJ owned by such Allotted Shareholder by 0.75 in exchange for the shares of common
stock of CCEJ owned by such Allotted Shareholder.
2. Upon the Share Exchange, CCW shall allot to each Allotted Shareholder 0.75 shares ofcommon stock of CCW per share of common stock of CCEJ owned by such Allotted
Shareholder.
3. If any fraction of shares results from the calculation of shares delivered or allotted to Allotted
Shareholders pursuant to the preceding two paragraphs, CCW shall handle such fraction inaccordance with the provisions of Article 234 of the Companies Act and other relevant laws
and regulations.
Article 3 Amounts of Stated Capital and Capital Reserves of CCW
The amounts of the stated capital and capital reserves of CCW to be increased upon the Share
Exchange shall be as follows:(1) Stated capital:
0 yen(2) Capital reserve:
Amount separately determined by CCW in accordancewith Article 39 of the Company Accounting Regulations(3) Retained earnings reserve: 0 yen
Article 4 Treatment of Stock Acquisition Rights of CCEJ
CCEJ may acquire with consideration all of the stock acquisition rights issued by CCEJ by anagreement with the holder of such stock acquisition rights, provided, however, that such
10acquisition price per stock acquisition right shall be not more than the amount calculated bymultiplying a market price per ordinary share issued by CCEJ by 100 and then deducting 100
yen. CCEJ may permit the holders of such stock acquisition rights to exercise the stockacquisition rights in accordance with the provisions of the terms and conditions of the stockacquisition rights. CCEJ shall, no later than the day immediately prior to the Effective Date,acquire without consideration and cancel the stock acquisition rights that have not been acquiredby CCEJ and have not been exercised by the holder of the stock acquisition rights before theearlier of the last day of the exercise period as set forth in the terms and conditions or the day
immediately prior to the Effective Date in accordance with the provisions of the terms andconditions and the allotment agreement executed with the holders of the stock acquisition rights.
Article 5 Treatment of Treasury Shares of CCEJ
CCEJ shall cancel all treasury shares owned by CCEJ (including any shares acquired uponrequests of shareholders of CCEJ to purchase shares pursuant to the provisions of Article 785 of
the Companies Act) no later than the Reference Time based on a resolution of the board of
directors to be held by the day immediately prior to the Effective Date of the Share Exchange.
Article 6 Effective Date
1. The date on which the Share Exchange takes effect (the “Effective Date”) shall be April 1,
2017.
2. The Effective Date may be changed in accordance with Article 790 of the Companies Act
through consultation between CCW and CCEJ, if necessary in light of the progress in theprocess of the Share Exchange or for any other reason including, without limitation, for the
avoidance of doubt, any action necessary to be taken in order to fulfill the obligation to filea registration statement with the United States Securities and Exchange Commission under
the United States Securities Act of 1933.
Article 7 Approval at Shareholders’ Meeting
1. CCW shall hold a shareholders’ meeting in late March 2017 and seek resolutions (i)approving this Agreement and other matters necessary for the Share Exchange, (ii) amending
its articles of incorporation (“Amendments to Articles of Incorporation”) including thechanges set out below (the contents set out below reflects the amendments to which CCW
and CCEJ have reached an agreement as of the date of this Agreement, and CCW and CCEJ
shall further discuss other matters to be stipulated in the articles of incorporation of theholding company, including sentences after the first sentence in Article 2 thereof, and agree
to the finalized articles of incorporation.) and (iii) electing the officers of CCW as of theEffective Date, including the officers of CCW elected as of the Effective Date subject to the
Share Exchange taking effect, to be agreed upon between CCW and CCEJ; provided,
however, that the foregoing may be changed through consultation between CCW and CCEJ,
if necessary in light of the progress in the process of the Share Exchange or for any otherreason.
Details of the Amendments to Articles of Incorporation (underlines indicate changes)
Before change
After change(Company’s Name)(Company’s Name)
Article 1 The name of the Company shall be Article 1 The name of the Company shall be“コカ・コーラウエスト株式会社 ” and in “コカ・コーラボトラーズジャパン株式会
English, “COCA-COLA WEST COMPANY, 社” and in English, “Coca-Cola Bottlers Japan
LIMTED.”Inc.”(Purpose)(Purpose)
Article 2 The purpose of this Company is to Article 2 The purpose of this Company is toengage in the following businesses:
engage in the following businesses and, through(1) (provisions omitted)
holding shares or equity in the companies
engaging in the following businesses, to control
and manage the business activities of such
11

Before change

After change
companies:(1) (provisions omitted)(Total Number of Shares of Stocks)
Article 6 The total number of shares of stock
to be issued by the Company shall be two
hundred seventy million shares.

(Total Number of Shares of Stocks)
Article 6 The total number of shares of stock
to be issued by the Company shall be five
hundred million shares.

(Number of Directors)
Article 20 We shall have up to 15 Directors(excluding those serve as Audit and supervisorycommittee members) in our company.
2. (provisions omitted)(Number of Directors)
Article 20 We shall have up to 10 Directors(excluding those serve as Audit and supervisorycommittee members) in our company.
2. (provisions omitted)(Exemption of Liabilities by Directors)
Article 28 We may enter into a liability
limitation agreement with directors (except for
executive officers) to limit liability for damage
in the event that he/she fails to perform his/herduties according to the Companies Act Article
427-1. However, The limit of liability in theAgreement shall be equal to the minimum
liability limit stipulated by laws and ordinances.

(Exemption of Liabilities by Directors)
Article 28 According to the Companies Act
Article 426-1, we may exempt liability of
directors (including former directors) fordamage in the event that he/she fails to perform
his/her duties by a resolution by Board of
Directors to the extent permitted by laws andordinances.
2. We may enter into a liability limitationagreement with directors (except for executive
officers) to limit liability for damage in the eventthat he/she fails to perform his/her duties
according to the Companies Act Article 427-1.
However, The limit of liability in the Agreement
shall be equal to the minimum liability limit
stipulated by laws and ordinances.

SUPPLEMENTARY PROVISIONSThe trade name of the Company predicates on
the trade name usage agreement entered into on
January 1, 2009 between the Company and The
Coca-Cola Company headquartered at N.W.
Coca-Cola Plaza, Atlanta, Georgia in the UnitedStates, which allows the use and partial use of
The Coca-Cola Company’s trade names “コカ・コーラ” and “Coca-Cola.” The said permission
remains valid only during the period set forth by
the agreement and the Company shallimmediately suspend the usage if The CocaCola Company revokes the permission.

SUPPLEMENTARY PROVISIONSThe trade name of the Company predicates on
the trade name usage agreement entered into on
April 1, 2017 between the Company and The
Coca-Cola Company headquartered at N.W.
Coca-Cola Plaza, Atlanta, Georgia in the UnitedStates, which allows the use and partial use of
The Coca-Cola Company’s trade names “コカ・コーラ” and “Coca-Cola.” The said permission
remains valid only during the period set forth by
the agreement and the Company shallimmediately suspend the usage if The CocaCola Company revokes the permission.

2. CCEJ shall hold a shareholders’ meeting in late March 2017 and seek a resolution approving
this Agreement and other matters necessary for the Share Exchange; provided, however, thatthe foregoing may be changed through consultation between CCW and CCEJ, if necessary
in light of the progress in the process of the Share Exchange or for any other reason.
Article 8 Distribution of Surplus
1. CCW and CCEJ may distribute its surplus to its shareholders or registered share pledgees
registered or recorded in its latest ledger of shareholders as of December 31, 2016 (year-end
12

distributions) up to the following maximum amount:(1) CCW: 24 yen per share of common stock(2) CCEJ: 16 yen per share of common stock
2. Except the cases set forth in the preceding paragraph, after the execution of this Agreement,
CCW and CCEJ shall not distribute their surplus with the date prior to the Effective Date set
as the reference date of such distribution.
Article 9 Management of Company Assets
Following the execution of this Agreement through the Effective Date, each of CCW and CCEJ
shall conduct its business and manage and administer its assets with the duty of care of a goodmanager in the ordinary course and scope of its business, and if any party plans to take any action
which would materially affect the state of assets, business results, business or rights and duties
of such party or any action which would materially affect the consummation of the Share
Exchange, such party shall take any such action upon prior consultation and agreement between
CCW and CCEJ.
Article 10 Amendment to Terms and Conditions of the Share Exchange and Termination of thisAgreement
If any of the following events occurs during the period from the execution date of this Agreement
through the day immediately preceding the Effective Date (inclusive; here and hereinafter thesame), either of CCW and CCEJ which is not responsible for the occurrence of such event may,upon consultation with the other party, terminate this Agreement. Further, such party may, inlieu of terminating this Agreement, request the other party to amend the terms and conditions of
the Share Exchange, and in such case, the terms and conditions of this Agreement may beamended upon consultation and agreement between CCW and CCEJ:(1) If, with respect to the other party, any event has occurred or has been found which has amaterial adverse effect on the state of assets, business results, business, rights and duties
or any other condition of such party; or(2) If any material event has occurred or has been found which hinders the consummationof the Share Exchange (including but not limited to any event having occurred or having
been found which materially affects the calculation of the share exchange ratios relating
to the Share Exchange).
Article 11 Effect of This Agreement
This Agreement shall cease to be effective if any event described in the following items has
occurred:(1) If this Agreement is not approved at a shareholders’ meeting of either CCW or CCEJ by
the day immediately preceding the Effective Date;(2) If any approval is not obtained from, or the filing of any notification is not completed
with, any competent authority, etc. pursuant to applicable laws and regulations (including
foreign laws and regulations) that is necessary in connection with the Share Exchange by
the day immediately preceding the Effective Date;(3) If the Company Split is discontinued, or ceases to be effective, by the day immediately
preceding the Effective Date;(4) If the Company Split or the Amendments to Articles of Incorporation is not approved ata shareholders’ meeting of CCW by the day immediately preceding the Effective Date;or(5) If the shareholders’ meeting of CCW does not give approval for the election of any of the
new directors as of the Effective Date separately agreed to between CCW and CCEJ by
the day immediately prior to the Effective Date or all of such directors are unlikely toassume his or her office as of the Effective Date.
Article 12 Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of Japan. If
any dispute arises in connection with the performance and interpretation of this Agreement, theTokyo District Court shall be the court of first instance having exclusive jurisdiction over any
13such dispute.
Article 13 Good Faith Consultation
Any matters not set forth in this Agreement, and any doubts arising regarding its interpretation,
shall be settled through consultation in good faith between the parties to this Agreement.
(Remainder of this page intentionally left blank)

14

IN WITNESS WHEREOF, this Agreement has been executed in duplicate by each of CCW and CCEJ
affixing its respective name and seal, with each party to retain one copy.
September 30, 2016

CCW:
7-9-66 Hakozaki, Higashi-ku, Fukuoka City, Fukuoka
Prefecture
Tamio Yoshimatsu, Representative Director andPresident
Coca-Cola West Company, Limited.

CCEJ:
6-1-20 Akasaka, Minato-ku, Tokyo
Calin Dragan, Representative Director and President
Coca-Cola East Japan Co., Ltd.

15

Attachment 2
Articles of Incorporation of Coca-Cola West Company, Limitted.

CHAPTER 1 : GENERAL PROVISIONS(Company’s Name)
Article 1 The name of the Company shall be “コカ・コーラウエスト株式会社” and in English,“COCA-COLA WEST COMPANY, LIMTED.”(Purpose)
Article 2 For the purpose which this Company is organized to:(1) import, export, manufacture, process and sell soft drinks, nonalcoholic beverages, lactic
acid drinks, alcoholic drinks and food(2) manufacture, process and sell filling equipment, materials, packaging equipment and othermaterials for soft drinks, nonalcoholic beverages, lactic acid drinks, alcoholic beverages andfood(3) manufacture and sell synthetic resin containers(4) manage, lease and run food service at eateries, cafes and other food and beverage outlets(5) manage, run, buy, sell, broker, rent and lease property(6) landscape, grow and sell agricultural products, horticultural plants, in addition to
manufacturing, processing and selling of horticultural equipment, materials and others.
(7) sell magnetic pre-paid cards(8) sell cigarettes(9) conduct business as insurance company agent in accordance with Casualty Insurance
Business Law and Automobile Accident Compensation Security Act and engage in business
related to soliciting life insurance(10) sell, rent, lease, service, repair, overhaul, modify and install vending machines, coolers,
freezers, HVAC, kitchen and other equipment(11) conduct tracking business, automobile freight forwarding business and warehousingbusiness(12) conduct general leasing and factoring business(13) sell office automation equipment, office equipment and supplies(14) sell general merchandise(15) sell and service information communication equipment and conduct related agent business(16) manage and rent sport facilities, health centers and lodging facilities(17) conduct general security business(18) collect, transfer, store and dispose of empty bottles, cans and PET bottles and other empty
containers(19) develop computer software and sell and lease related equipment(20) repair and maintain automobiles(21) conduct travel agent business(22) conduct building and construction business(23) engage in any other activity ancillary to the above(24) and engage in managing businesses shown above and investing in businesses including
those above.
(Location of Head Office)
Article 3 The head office of the Company shall be in Fukuoka-shi.
(Functions)
Article 4 The Company sets up the following functions in addition to General Meeting of
Shareholders and Directors:(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting Auditors

16

(Public Notices)
Article 5 Public notices of the Company shall be given electronically. However, in case of an
accident or an unavoidable reason prohibiting electronic notices, they shall be given in the Nippon
Keizai Shinbun newspaper.

CHAPTER 2 : SHARES OF STOCKS(Total Number of Shares of Stocks)
Article 6 The total number of shares of stock to be issued by the Company shall be two hundred
million and 7 thousand shares.
(Acquisition of the Company’s Own Shares）
Article 7 In accordance with Companies Act Article 165 Section 2, the Company by resolution of its
Board of Directors may acquire its own shares through market transactions and other means.
(Share Unit)
Article 8 The Company’s share unit shall be 100 shares.
(Rights in relation to Shareholdings less than One Unit)
Article 9 Shareholders of the Company may not exercise any right in relation to their shareholding
less than one unit other than those listed below:(1) Rights set out in Companies Act Article 189 Section 2(2) Put option set out in Companies Act Article 166 Section 1(3) Right to allot share options for subscription based on their shareholding and right tosubscribe to share options(4) Right to claim set out in the following article(Purchase of Holder of Shares Less than One Unit)
Article 10 Pursuant to the share handling rules, a holder of Shares Less than One Unit may demandthat the Stock Company sell to such holder of Shares Less than One Unit such number of shares
which, together with the number of Shares Less than One Unit held by such Holder of Shares
Less than One Unit, will constitute one Share Unit.
(Administrator of Shareholder Registry)
Article 11 The Company shall appoint an administrator of Shareholder Registry.
2. Selection of Shareholder Registry administrator and location of the Registry shall be decided byresolution of Board of Directors.
3. Creating, holding and administrating the Company’s Shareholder Registry, registry for shareoption for subscription, other shareholder registry and registry for share options forsubscriptions shall not be conducted by the Company but be commissioned to an externalregistry administrator.
(Share Handling Rules)
Article 12 Commissions for share handing and processing resulting from rights exercised byshareholders in relation to the Company’s shares shall be subject to the share handling rules
prescribes by Board of Directors unless otherwise required by the law or the Articles ofIncorporation.

CHAPTER 3 : GENERAL MEETING OF SHAREHOLDERS(Convocation)
Article 13 The Ordinary General Meeting of Shareholders of the Company shall be convened
within three months from the day following the last date of each fiscal year.
(Record Date)
Article 14 Those shareholders holding voting stock whose names are entered in the shareholder'registry as of December 31 of each fiscal year shall be deemed by the Company as the shareholders
entitled to exercise their rights at the Ordinary General Meeting of Shareholders relating to said
fiscal year.
(Convocation and Chairperson)
Article 15 Except as elsewhere provided in applicable laws and regulations, Ordinary General
Meeting of Shareholders shall be convened in the order prescribe by Board of Director andchaired by the representative director.
2. If the representative director is unable to do so, other directors shall take his/her place in theorder prescribed by the board of directors to convene such meetings and preside at such17

meetings.
(Disclosure of General Meeting of Shareholders Materials on the Internet and deemed disclosure)
Article 16 For convocation of General Meeting of Shareholders, the Company may post on theInternet information that should be disclosed or shown in materials for General Meeting of
Shareholders, business reports, financial statements and consolidated financial statements(including financial audit report in relation to consolidated financial statements and auditor
report,) which shall be deemed as offered to the shareholders.
(Resolution)
Article 17 Except as elsewhere provided in applicable laws and regulations or in the Company's
articles of incorporation, resolutions of General Meeting of Shareholders shall be adopted by amajority of the votes held by the shareholders present in person at such meeting.
2. Resolution of General Meeting of Shareholders defined by Companies Act Article 309 Section 2
shall be made by a majority of two thirds or more of the votes of the shareholders present at themeeting where the shareholders holding one third or more of the votes of the shareholders
entitled to exercise their votes at such General Meeting of Shareholders are present.
3. The Company shall decide on items pertaining to allotment of share options without contribution
by a resolution of Board of Directors, General Meeting of Shareholders or Board of Directors
delegated by General Meeting of Shareholders.
(Countermeasures against Large Number of the Company’s Shares)
Article 18 As part of steps against purchase of a large number of the Company’s shares to secureand enhance the corporate value and joint interest with the shareholders (hereinafter referred toas “Countermeasures,”) the Company shall define the content of share options as below inrelation to decisions on allotment of share options without contribution.
(1) Individuals defined in Countermeasures (hereinafter referred to as “the unqualified”) may not
exercise right to subscribe to new shares.
(2) The Company may acquire share options only from those other than the unqualified and in
exchange issue the Company’s shares to them.
(3) The Company may acquire share options from the unqualified and provide them in returnwith the Company’s share, bond, money and other compensation.
2. The said Countermeasures refer to steps that get formulated before individuals feared to harm theCompany’s corporate value and joint interest with the shareholders proposes purchasing of alarge number of the Company’s shares, out of others measures to issue share or share options
without any key business purposes such as financing to prevent the Company from being bought
out. The Company’s General Meeting of Shareholders may stipulate such steps by its resolution.
(Proxy Voting)
Article 19 A shareholder may exercise his/her vote by proxy, who is a shareholder of the Company.
2. A shareholder and his/her proxy must submit in writing to the Company a proof of his/her proxyfor each Ordinary General Meeting of Shareholders.

18

CHAPTER 4 : DIRECTORS AND BOARD OF DIRECTORS(Number of Directors)
Article 20 We shall have up to 15 Directors (excluding those serve as Audit and supervisorycommittee members) in our company.
2. We shall have up to 7 Directors who serve as Audit and supervisory committee members in ourcompany.
(Election)
Article 21 Directors shall be appointed in the General Meeting of Shareholders by separating
those who serve as Audit and supervisory committee members and other members.
2. Resolutions at such meetings shall be adopted by a majority of the votes represented inperson at a meeting where shareholders holding one-third of the outstanding shares of theCompany entitled to vote are present.
3. No cumulative voting shall be used for the election of directors. .
(Term of Office)
Article 22 The term of office of directors (excluding those who also serve as Audit and supervisorycommittee member) shall expire at the conclusion of the Ordinary General Meeting of
Shareholders on the last fiscal year within one (1) year following their election of office.
2. The term of office of directors who also serve as Audit and supervisory committee member shall
expire at the conclusion of the Ordinary General Meeting of Shareholders on the last fiscal year
within two (2) years following their election of office.
3. The term of office of directors who also serve as Audit and supervisory committee member
appointed as a backup shall expire when the term of office of retiring members would have
expired.
(Representative Directors)
Article 23 Representative Director shall be selected by the resolution in the Board of Directors
from Directors (excluding those who also serve as Audit and supervisory committee member).
(Convocation of Board of Directors)
Article 24 A notice of the convocation of a Board of Directors shall be dispatched to Board
members at least three (3) days prior to the date of such meeting. However, it can be shortenedin case of an emergency.
(Omission of Resolution by Board of Directors)
Article 25 The Company shall deem that a resolution for approval has been made if and when therequirements set forth by Companies Act Article 370.
(Delegation to decide important operation executions)
Article 26 The Board of Directors may partially or entirely delegate the decision on the executionof important operations to board members through resolution in the meeting according to theregulations of The Companies Act Article 399-13-6 (excluding those set forth in the section 5 ofthe same Act).
(Rules and Regulations on Board of Directors)
Article 27 Except as elsewhere provided in applicable laws and regulations or in the Company's
articles of incorporation, matters pertaining to Board of Directors shall be subject to Rules andRegulations on Board of Directors defined by Board of Directors.
(Exemption of Liabilities by Directors)
Article 28 We may enter into a liability limitation agreement with directors (except for executive
officers) to limit liability for damage in the event that he/she fails to perform his/her duties
according to the Companies Act Article 427-1. However, The limit of liability in the Agreement
shall be equal to the minimum liability limit stipulated by laws and ordinances.
(Consultants and advisors)
Article 29 The Company may assign a few consultants and advisors by a resolution by Board of
Directors.

CHAPTER 5 : AUDIT AND SUPERVISORY COMMITTEE(Standing and full-time Audit and supervisory committee members)
Article 30 Audit and Supervisory Committee may select Standing Audit and supervisorycommittee members through the resolution. It may also select full-time Audit and supervisorycommittee members separately through the resolution.
19

(Convening of Audit and Supervisory Committee)
Article 31 A notice of the convocation of a Audit and Supervisory Committee shall be dispatchedto Audit and supervisory committee members at least three (3) days prior to the date of suchmeeting. However, it can be shortened in case of an emergency.
(Regulations for the Audit and Supervisory Committee)
Article 32 Matters on Audit and Supervisory Committee shall follow regulations defined in theCommittee, except for the provisions set forth in the laws and regulations or the Articles ofIncorporation.

CHAPTER 6 : ACCOUNTS(Fiscal Year)
Article 33 The fiscal year of the Company shall commence on January 1 and end on December 31 ofeach year.
(Dividends)
Article 34 By a resolution of General Meeting of Shareholders, the Company may pay year-end
dividends to shareholder or pledgees recorded on the final Shareholder Registry as of December
31 of each year.
2. By a resolution of Board of Directors, the Company may pay interim dividends to shareholders orpledgees recorded on the final Shareholder Registry as of June 30 of each year.
(Period of exclusion concerning dividends distribution and others)
Article 35 In the event any year-end or interim dividends remain unreceived within three years
from the date they have first become due and payable, the Company shall be released from its
obligation to pay such dividends.
2. Any unpaid dividends shall not accrue interest.

SUPPLEMENTARY PROVISIONSThe trade name of the Company predicates on the trade name usage agreement entered into on
January 1, 2009 between the Company and The Coca-Cola Company headquartered at N.W. CocaCola Plaza, Atlanta, Georgia in the United States, which allows the use and partial use of The CocaCola Company’s trade names “コカ・コーラ” and “Coca-Cola.” The said permission remains valid
only during the period set forth by the agreement and the Company shall immediately suspend theusage if The Coca-Cola Company revokes the permission.

SUPPLEMENTARY PROVISIONS 2(Transitional measures concerning liability exemption by Audit and supervisory board members)
Concerning the agreement of liability exemption by Audit and supervisory board members as set
for in the Companies Act Article 427-1 for the acts of external Audit and supervisory board members(including former members) prior to the effective date of partial revisions to the Articles ofIncorporation resolved in the 58th. Ordinary General Meeting of Shareholders in March 2016 shallfollow the provision of the Articles of Incorporation Article 35 resolved in the same Ordinary
General Meeting of Shareholders.

20Attachment 3
Proposed Amendments to the Articles of Incorporation of Coca-Cola West Company, Limited.

(21) - (22) (Provisions omitted)
(New)
(New)
(23) - (24) (Provisions omitted)(Underlined portions are amended.)
Proposed Amendment
CHAPTER 1 : GENERAL PROVISIONS(Company’s Name)
Article 1 The name of the Company shall be“Coca-Cola Bottlers Japan Kabushiki Kaisha”
and in English, “Coca-Cola Bottlers Japan Inc.”(Purpose)
Article 2 The purpose of this Company is toengage in the following businesses and, throughholding shares or equity in the companies
engaging in the following businesses, to control
and manage the business activities of suchcompanies:(1) - (10) (The same as the current provisions)(11) Conduct tracking business, consigned
freight forwarding business, automobile
freight forwarding business andwarehousing business(12) Conduct general leasing and factoringbusiness(13) Rental of TVs, refrigerators, laundry
equipment, lockers, etc. for hospital
facilities, etc.
(14) - (20) (The same as the current provisions)(21) Sell, purchase, repair and maintain
automobiles(22) - (23) (The same as the current provisions)(24) Electric work business(25) Purchase and sale of secondhand articles(26) - (27) (The same as the current provisions)

Article 3 - Article 5 (Provisions omitted)

Article 3 - Article 5

CHAPTER 2 : SHARES(Total Number of Shares of Stocks)
Article 6 The total number of shares of stock
to be issued by the Company shall be two
hundred seventy million shares.
Article 7 - Article 12 (Provisions omitted)

CHAPTER 2 : SHARES(Total Number of Shares of Stocks)
Article 6 The total number of shares of stock
to be issued by the Company shall be five
hundred million shares.
Article 7 - Article 12 (The same as the current
provisions)
CHAPTER 3 : GENERAL MEETING OF
SHAREHOLDERS
Article 13 - Article 19 (The same as the current
provisions)

Current Articles of Incorporation
CHAPTER 1 : GENERAL PROVISIONS(Company’s Name)
Article 1 The name of the Company shall be“Coca-Cola West Kabushiki Kaisha” and in
English, “Coca-Cola West Company, Limited.”(Purpose)
Article 2 The purpose of this Company is toengage in the following businesses:(1) - (10) (Provisions omitted)(11) Conduct tracking business, automobile
freight forwarding business andwarehousing business(12) Conduct general leasing and factoringbusiness(New)(13) - (19) (Provisions omitted)(20) Repair and maintain automobiles

CHAPTER 3 : GENERAL MEETING OF
SHAREHOLDERS
Article 13 - Article 19 (Provisions omitted)

CHAPTER 4 : DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 20 The Company shall have up to 15
21(The same as the current
provisions)

CHAPTER 4 : DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 20 The Company shall have up to 10

Current Articles of Incorporation
Directors (excluding those serving as Audit andsupervisory committee members) in ourcompany.
2. (Provisions omitted)
Article 21 - Article 27 (Provisions omitted)(Exemption of Liabilities by Directors)
Article 28( New)The Company and Directors (excluding those
who are executive Directors etc.) may enter into
an agreement which limits their liability fordamages resulting from neglect of duty inaccordance with the provisions of Article 427,
Paragraph 1 of the Companies Act; provided,
however, that the limit of liability for damages
pursuant to such agreement shall be the amountprovided for in laws and regulations.
(Consultants and advisors)
Article 29 The Company may assign a few
consultants and advisors via a resolution by the
Board of Directors.
CHAPTER 5 : AUDIT AND SUPERVISORYCOMMITTEE
Article 30 - Article 32 (Provisions omitted)
CHAPTER 6 : ACCOUNTS
Article 33 - Article 35 (Provisions omitted)

Proposed Amendment
Directors (excluding those serving as Audit andsupervisory committee members) in ourcompany.
2. (The same as the current provisions)
Article 21 - Article 27 (The same as the current
provisions)(Exemption of Liabilities by Directors)
Article 28 Pursuant to Article 426, Paragraph
1 of the Companies Act, we may exempt
liability of directors (including former directors)
for damage in the event that he/she fails toperform his/her duties via a resolution by the
Board of Directors to the extent permitted bylaws and regulations.
2. The Company and Directors (excluding those
who are executive Directors etc.) may enter into
an agreement which limits their liability fordamages resulting from neglect of duty inaccordance with the provisions of Article 427,
Paragraph 1 of the Companies Act; provided,
however, that the limit of liability for damages
pursuant to such agreement shall be the amountprovided for in laws and regulations.
(Deleted)

CHAPTER 5 : AUDIT AND SUPERVISORYCOMMITTEE
Article 29 - Article 31 (The same as the current
provisions)
CHAPTER 6 : ACCOUNTS
Article 32 - Article 34 (The same as the current
provisions)

SUPPLEMENTARY PROVISIONSThe trade name of the Company is predicatedon the trade name usage agreement entered into
on January 1, 2009 between the Company and
The Coca-Cola Company headquartered at N.W.
Coca-Cola Plaza, Atlanta, Georgia in the UnitedStates, which allows the use and partial use of
The Coca-Cola Company’s trade names “kokakora” and “Coca-Cola.” The said permission
remains valid only during the period set forth by
the agreement and the Company shallimmediately cease the usage if The Coca-Cola
Company revokes the permission.

SUPPLEMENTARY PROVISIONSThe trade name of the Company is predicated on
the trade name usage agreement entered into on
April 1, 2017 between the Company and The
Coca-Cola Company headquartered at N.W.
Coca-Cola Plaza, Atlanta, Georgia in the UnitedStates, which allows the use and partial use of
The Coca-Cola Company’s trade names “kokakora” and “Coca-Cola.” The said permission
remains valid only during the period set forth by
the agreement and the Company shallimmediately cease the usage if The Coca-Cola
Company revokes the permission.

SUPPLEMENTARY PROVISIONS 2(Provisions omitted)

SUPPLEMENTARY PROVISIONS 2(The same as the current provisions)22

Third Item: Election of Nine (9) Directors
The term of office for all ten (10) Directors shall expire at the conclusion of the FY2016
Ordinary General Meeting of Shareholders.
Accordingly, the Company hereby proposes to elect nine (9) Directors as follows.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Number ofshares in the

Past experience, positions, area of responsibilities and important concurrent positions Company
held

1

2

Oct. 1997: Joined Coca-Cola India and Hindustan Coca-Cola Beverage Pvt.
Limited (“HCCBPL”).
Region Manager, HCCBPL
Jan. 2000: Finance Region Manager & Finance General Manager, HCCBPL
Jawahar Solai
Oct. 2005: The Coca-Cola Company (Atlanta Head Office)Kuppuswamy
Jun. 2006: Director (Financial Planning & Analysis), HCCBPL―(May 1, 1964)
Jul. 2008: Vice President (Procurement), HCCBPL
Reappointment
Jul. 2013: CFO & Executive Director, HCCBPLMar. 2016: Director, the Company
Apr. 2016: Representative Director & Vice President & Executive Officer & Chief
Financial Officer, the Company (current position)
Reasons for selection of the Director candidate
Jawahar Solai Kuppuswamy has been engaged in the finance function at a Coca-Cola bottler overseas for many years.
Utilizing his insight concerning finance and accounting, he has been serving as Chief Financial Officer since 2006. The
Company selected him as a Director candidate again in the expectation that he will contribute to strengthening of theBoard of Directors’ decision-making function and supervisory function by utilizing his experience and insight as amember of the Company’s Board of Directors.
Oct. 1998: Trade Manager, in charge of Romania and Moldova, Coca-Cola
Morino Beverages (Timișoara)
May 2000: Marketing Manager, in charge of the East Zone, Coca-Cola HBC
Romania (Bucharest)
May 2005: Operational Manager, Coca-Cola HBC Romania
Sep. 2006: Director responsible for Commercial Operations, Central Office(Athene), Coca-Cola Hellenic
Costel Mandrea
Jan. 2010: Key Account Director, Coca-Cola HBC Eurasia (Moscow)(July 21, 1974)―
Jan. 2013: Director responsible for RTM, Head office, Coca-Cola Hellenic
Reappointment
Bottling Company
Jan. 2015: Senior Executive Officer & Senior Mgr. of Marketing & Commercial
LeadershipJul. 2015: Vice President & Executive Officer & Chief Commercial Officer, theCompany
Mar. 2016: Director, Executive Vice President & Chief Commercial Officer, theCompany (current position)
Reasons for selection of the Director candidate
Costel Mandrea has been responsible for marketing at several Coca-Cola bottlers overseas. Utilizing his experienceand knowledge, Costel Mandrea has been responsible for the Company’s commercial affairs function. The Company
selected him as a Director candidate again in the expectation that he will contribute to strengthening of the Board of
Directors’ decision-making function and supervisory function by utilizing his experience and insight as a member of theCompany’s Board of Directors.

23

No.

3

4

5

Name
(Date of birth)

Past experience, positions, area of responsibilities and important concurrent positions

Number ofshares in the
Company
held

Haruko Ozeki(March 5, 1963)
Reappointment

Apr. 1985: Joined Nippon Kogaku Kogyo K.K. (currently Nikon Corporation)
Aug. 1997: Legal Counsel, Coca-Cola (Japan) Co., Ltd.
Aug. 2003: Legal Director, Amazon Japan K.K.
Jan. 2008: Executive Officer & Senior Legal Director at Bristol-Myers K.K.
Dec. 2011: Executive Operation Officer & General Counsel at Siemens Japan K.K.
Sep. 2013: Senior Executive Officer & Chief Legal Officer, the Company
Mar. 2015: Director & Senior Executive Officer & Chief Legal Officer, the Company(current position)―

Reasons for selection of the Director candidate
Utilizing her abundant experience and knowledge gained concerning other companies’ legal affairs functions, Haruko
Ozeki has been responsible for the Company’s legal affairs function. The Company selected her as a Director
candidate again in the expectation that she will contribute to strengthening of the Board of Directors’ decision-making
function and supervisory function by utilizing her experience and insight as a member of the Company’s Board of
Directors.
Apr. 1978: Joined Mitsubishi Corporation (“MC”)
Apr. 1998: EVP & GM of Machinery Dept., Mitsubishi France S.A.S
Dec. 2001: Assistant GM of Traffic Systems Unit, MC (Head office)NaruhikoApr. 2009: Mgr. of International Economic Cooperation Unit, MC
Kawamoto
Sep. 2012: Corporate Officer, Deputy Grp. COO of Corporate Administration Grp.,―(October 4, 1954)
Coca-Cola Central Japan.
Reappointment Jul. 2013: Director & Executive Officer & Senior Mgr. of Corporate Administration,
Finance Function, the Company
Jan. 2016 Director & Executive Officer & Senior Mgr. of Corporate Administration,
Legal Function, the Company (current position)
Reasons for selection of the Director candidate
Utilizing his abundant experience and knowledge gained at Mitsubishi Corporation, Naruhiko Kawamoto has been
responsible for the Company’s corporate administration function. The Company selected him as a Director candidate
again in the expectation that he will contribute to strengthening of the Company’s corporate governance and theBoard of Directors’ decision-making function and supervisory function by utilizing his experience and insight as amember of the Company’s Board of Directors.
1984:
Finance Director, Coca-Cola Bottlers Ireland Ltd
1991:
Managing Director, Coca-Cola Bottlers Ulster Ltd
1995:
Managing Director, Coca-Cola Molino Beverages & Joint Managing
Director, Hellenic Bottling Company
Mar. 2001: CEO, Coca-Cola HBC SA
Irial Finan(June 14, 1957) Aug. 2004: EVP, The Coca-Cola Company (President, Bottling Investments)―(current position)
Reappointment
Mar. 2012: Director, Coca-Cola Central Japan.
Jul. 2013: Director, the Company (current position)(Important concurrent positions)
EVP, The Coca-Cola Company (President, Bottling Investments)
Reasons for selection of the External Director candidate
Irial Finan has been engaged in management of The Coca-Cola Company and in the Coca-Cola business for many
years, serving as President of Bottling Investments Groups that controls Coca-Cola bottlers worldwide. He has been
providing appropriate advice and supervision concerning management of the Company from a practical perspective
based on his abundant experience and insight as a manager. Thus, the Company selected him as an External
Director candidate again.
His term of office as an External Director will reach 5 years, including his term of office at Coca-Cola Central Japan
Co., Ltd., at the conclusion of the FY2016 Ordinary General Meeting of Shareholders.

24

No.

6

7

8

Name
(Date of birth)

Past experience, positions, area of responsibilities and important concurrent positions

Daniel Sayre(July 13, 1956)
Reappointment

1983:
Joined The Coca-Cola Company (“TCCC”)
1991:
Coca-Cola Trademark Marketing Director, Coca-Cola USA, TCCC
1994:
VP & Division Marketing Manager, River Plate Div., TCCC
2003:
Division President, Latin Center Div., TCCC
Aug. 2006: Representative Director & President, Coca-Cola (Japan) Co., Ltd.
Jan. 2013: President, Northwest Europe & Nordics Div., TCCC
Jul. 2013: Director, the Company (current position)
Jan. 2015: President, Western Europe Business Unit, TCCC (current position)(Important concurrent positions)
President, Western Europe Business Unit, TCCC

Number ofshares in the
Company
held―

Reasons for selection of the External Director candidate
Daniel Sayre has been engaged in management of The Coca-Cola Company and also has experience in serving as theRepresentative Director & President, Coca-Cola (Japan) Co., Ltd. Utilizing his experience and insight, he has been
providing practical advice concerning management of the Company. Thus, the Company selected him as an External
Director candidate again.
His term of office as an External Director will reach 3 years and 9 months at the conclusion of the FY2016 Ordinary
General Meeting of Shareholders.
Apr. 1979: Joined Coca-Cola (Japan) Co., Ltd.
May 1986: Joined Hokuriku Coca-Cola Bottling Co., Ltd. (“Hokuriku”)
Mar. 1993: Managing Director, Hokuriku
Haruhiko Inagaki Dec. 2000: Representative Director & President, Hokuriku (current position)(April 13, 1954) Mar. 2012: Director, Coca-Cola Central Japan.
―
Reappointment Jul. 2013: Director, the Company (current position)(Important concurrent positions)Representative Director & President, Hokuriku Coca-Cola Bottling Co., Ltd.
Reasons for selection of the External Director candidate
Haruhiko Inagaki has been engaged in management for many years, serving as the Representative Director &President of Hokuriku Coca-Cola Bottling Co., Ltd. Utilizing his experience and insight, he has been providing effective
advice concerning management of the Company. Thus, the Company selected him as an External Director candidate
again.
His term of office as an External Director will reach 5 years, including his term of office at Coca-Cola Central Japan
Co., Ltd., at the conclusion of the FY2016 Ordinary General Meeting of Shareholders.
Apr. 1969: Joined Tokyo Coca-Cola Bottling Co., Ltd. (“Tokyo”)
Jan. 1983: Manager of Management Planning Office, Tokyo
Feb. 1983: Director, Manager of Management Planning Office, Tokyo
Keiji Takanashi Feb. 1985: Managing Director, Tokyo
87,175(March 2, 1946) Jul. 1990: Representative Executive Director, Tokyo
sharesReappointment Dec. 1991: Representative Director & President, Tokyo
Nov. 2007: Representative Director & Chairman & CEO, Tokyo
Jul. 2013: Executive Adviser, Tokyo
Jul. 2013: Director, the Company (current position)
Reasons for selection of the Director candidate
Keiji Takanashi has been engaged in management for many years, serving as the Representative Director & Presidentof Tokyo Coca-Cola Bottling Co., Ltd. Utilizing his experience and insight, he has been providing advice andsupervision concerning management of the Company from a practical perspective. Thus, the Company selected him
as a Director candidate again.

25

No.

9

Name
(Date of birth)

Past experience, positions, area of responsibilities and important concurrent positions

Apr. 1975: Joined Japan Radio Co., Ltd.
Jan. 1979: Joined Sony Corporation (“Sony”)
Oct. 2001: Representative Director & President of Sony Ericsson Mobile
Communications Ltd. (current Sony Mobile Communications Inc.)
Hiroshi Yoshioka
Apr.
2003:
CVP, Sony Ericsson Mobile Communications AB(October 26, 1952)
Nov.
2005:
Corporate Officer & SVP, Sony
Reappointment
Apr. 2008: Corporate Officer & EVP, Sony
Apr. 2009: Executive Officer & VP, Sony (resigned as of December, 2012)
Jul. 2013: Director, the Company (current position)

Number ofshares in the
Company
held―

Reasons for selection of the External Director candidate
Utilizing his experience and insight gained at Sony Corporation, Hiroshi Yoshioka has been providing advice andsupervision concerning management of the Company from a practical and objective perspective. Thus, the Company
selected him as an External Director candidate again.
His term of office as an External Director will reach 3 years and 9 months at the conclusion of the FY2016 Ordinary
General Meeting of Shareholders.
(Notes)1. Irial Finan, a Director candidate, is the Executive Vice President of The Coca-Cola Company with which the Company hasentered into an agreement for manufacturing and sales of Coca-Cola and other products and use of trademarks as well as
the Capital and Business Alliance Agreement.
2. Daniel Sayre, a Director candidate, is the President, Western Europe Business Unit of The Coca-Cola Company with which
the Company has entered into an agreement for manufacturing and sales of Coca-Cola and other products and use of
trademarks and the Capital and Business Alliance Agreement.
3. Haruhiko Inagaki, a Director candidate, is the Representative Director and President of Hokuriku Coca-Cola Bottling, Co.,
Ltd. with which the Company has a business relationship such as purchase of products.
4. The Company has no special interest with other Director candidates.
5. Irial Finan, Daniel Sayre, Haruhiko Inagaki and Hiroshi Yoshioka are External Director candidates.
6. The Company has registered Haruhiko Inagaki and Hiroshi Yoshioka, External Director candidates, as independent officers
at the Tokyo Stock Exchange.
7. Irial Finan, a Director candidate, is the Executive Vice President of The Coca-Cola Company, which is a special related partyof the Company.
8. Daniel Sayre, a Director candidate, is the President, Western Europe Business Unit of The Coca-Cola Company, which is a
special related party of the Company.
9. The Company has entered into limited liability agreements with External Directors Irial Finan, Daniel Sayre, Haruhiko Inagaki
and Hiroshi Yoshioka and Director Keiji Takanashi for limiting liability for damages as provided for in Article 423, Paragraph
1 of the Companies Act and the limit of liability under the said agreements shall be the minimum liability amount prescribedby law. Upon approval of this proposal, the Company intends to maintain the said agreement with each of the Directors
mentioned above.

26

(Reference) Criteria for Election of External Directors
The Board of Directors has established the Criteria for Election of External Directors as described below inorder to clarify and strengthen the function of External Directors.
1. Several External Directors shall be elected from among individuals with practical perspectives based onabundant experience as corporate managers and individuals with objective and expert perspectives basedon deep insight concerning social and economic trends. Through their diverse perspectives, External
Directors help the Board of Directors realize appropriate decision-making and management supervision.
2. In order to fulfill the purpose of electing External Directors, care shall be exercised to ensure their
independency(Note) and effectiveness of the Board of Directors shall be enhanced.
3. When electing corporate managers as External Directors, such corporate managers shall be individuals who
are deemed not to have any conflict of interest with general shareholders.
(Note) Policy for Independency concerning the Criteria for Election of External Officers
In addition to the requirements for independency specified by Tokyo Stock Exchange, the Company checks
whether any of the items (1) to (5) below apply to the person concerned, in order to determine the person’s
independency.
(1) A major shareholder of the Company (exceeding 10%) or a member of business personnel of suchshareholder(2) Member of business personnel of a principal creditor of the Company (2% or more of total assets on aconsolidated basis)(3) Member of business personnel of a principal customer/supplier of the Company (2% or more of net sales
on a consolidated basis)(4) A provider of a professional service to the Company, receiving cash or other financial benefits from theCompany, other than Directors' or Corporate Auditors' remuneration, where the amount exceeds 10 million
yen per fiscal year
(5) A representative or partner of the Company’s Accounting Auditor.

27

Fourth Item: Election of Two (2) Corporate Auditors
The terms of office for Corporate Auditors Mr. Tomizo Nagafuchi, Mr. Yutaka Sugita
and Mr. Sadao Nozaki shall expire at the conclusion of the FY2016 Ordinary General
Meeting of Shareholders.
Accordingly, the Company hereby proposes to elect two (2) Corporate Auditors as
follows.
The candidates for Corporate Auditors are as follows.
This item has been approved by the Audit & Supervisory Board.
No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Numberof sharesin theCompany
held

Apr.1978Oct.2000
Jul.2001
Dec.2003

1

2

Joined Mitsui & Co., Ltd. (Mitsui)
GM of Planning & Administrative Div., Jakarta Office, Mitsui
GM of General Affairs and Planning Div. of PT Mitsui Indonesia
Deputy GM of Overseas Business Administration Dept., Corporate
Tomizo Nagafuchi
Planning & Strategy Div., Mitsui
3,800
sharesOct.2007 Deputy GM of Corporate Planning & Strategy Div., Mitsui(Oct. 12, 1953)
Apr.2009
GM of Tohoku Office, Mitsui
Apr.2010
Associate Officer, GM of Tohoku Office, Mitsui
Full-Time Corporate Auditor, the Company
Jul.2013(current position)
Reasons for selection of the Corporate Auditor candidate
Tomizo Nagafuchi has abundant experience and knowledge gained at Mitsui & Co., Ltd, and is able to utilize his
experience as a Corporate Auditor of the Company. Thus, the Company selected him as a Corporate Auditor
candidate again.
His term of office as an External Corporate Auditor will reach 3 years and 9 months at the conclusion of the FY2016
Ordinary General Meeting of Shareholders.
Apr.1985
Joined Fuji Coca-Cola Bottling Co., Ltd.
Oct.2005 Mgr. of Performance Management Dept., Coca-Cola Central Japan Co.,
Ltd. (CCCJ)
Jul.2007
Mgr.of Profit & Loss Management Dept., CCCJ
Yutaka Sugita
2,300(Dec. 16, 1961)
sharesDec.2009 GM of Accounting Dept., CCCJ
Mar.2012 Corporate Officer, GM of Accounting Dept., CCCJ
Full-Time Corporate Auditor, the Company
Jul.2013(current position)
Reasons for selection of the Corporate Auditor candidate
Yutaka Sugita has been engaged in accounting-related business of the Company for many years and has
considerable knowledge about finance and accounting and is able to utilize his experience as a Corporate Auditor of
the Company.
Thus, The Company selected him as a Corporate Auditor candidate again.

(Notes)1. The Company has registered Tomizo Nagafuchi, an External Corporate Auditor candidate, as an independent
officer at the Tokyo Stock Exchange.
2. The Company has entered into limited liability agreements with External Corporate Auditor Tomizo Nagafuchi
and Corporate Auditor Yutaka Sugita for limiting liability for damages as provided for in Article 423, Paragraph
1 of the Companies Act and the limit of liability under the said agreements shall be the minimum liability
amount prescribed by law. Upon approval of this proposal, the Company intends to maintain the said
agreement with each of the Corporate Auditors mentioned above.

28

(Reference 1) Management Structure of Coca-Cola Bottlers Japan Inc.
The management structure of Coca-Cola Bottlers Japan Inc., a holding company from April
1, 2017 onward, following the business integration, will be as follows.
Directors (excluding Directors serving as Audit and Supervisory Committee members)
Representative Director Tamio Yoshimatsu
Representative Director Vikas Tiku
Director
Yasunori Koga
Director
Costel Mandrea
Director
Hiroshi Yoshioka (External Director)
Directors serving as Audit and Supervisory Committee members
Director
Tadanori Taguchi
Director
Zenji Miura (External Director)
Director
Irial Finan (External Director)
Director
John Murphy (External Director)

29

(Reference 2) Scheme of the Business Integration
CCW: Coca-Cola West Company, Limited
CCEJ: Coca-Cola East Japan Co., Ltd. (the Company)
Upon
conclusion of
the Share
Exchange
Agreement(September 30,
2016)
Establish New
CCW(October 27,
2016)
Establish New CCW Establishment Preparation Co., Ltd. (New CCW)
as a wholly owned subsidiary of CCW.
Share
Exchange(April 1, 2017)

Share Exchange with CCW as sole parent company and CCEJ as
wholly owned subsidiary in the Share Exchange.
Company split(April 1, 2017)

Absorption-type split transaction, which transfers the rights andobligations of all of CCW’s businesses other than its groupmanagement/administration operations and the management of its
assets to New CCW, with CCW as the splitting stock company and New
CCW as the succeeding stock company, subject to the entry into forceof the Share Exchange.
After execution

Change CCW’s trade name to Coca-Cola Bottlers Japan Inc. (CCBJI),
and change New CCW’s trade name to “Coca-Cola West Company,
Limited” The change of trade name to CCBJI is an integral part of thisintegration through the holding company structure and is to be
implemented simultaneously with the Share Exchange.

30

(Reference Documents)

Business Report(From January 1, 2016 to December 31, 2016)
1. Current Status of the Coca-Cola East Japan Group(1) Business Progress and Results
CCEJ was formed after the integration of the four Kanto and Tokai region Coca-Cola bottlingcompanies on July 1, 2013, and the subsequent acquisition of Sendai Coca-Cola Bottling Company(“Sendai”) on April 1, 2015. As part of the company’s mid-term strategic plan, the One+ Roadmap
for Growth, we have promoted the transformation of our business, with a strong focus on people,
processes and system capabilities.
During FY2016, CCEJ conducted an absorption-type merger with Coca-Cola East Japan Products
Co., Ltd. On October 1, 2016. On September 30, 2016, CCEJ and Coca-Cola West Company,
Limited. agreed to integrate their businesses through a combination of a share exchange andabsorption-type company split whose effective date is April 1, 2017.
Regarding sales activities, as part of the “Taste the Feeling” global campaign for which acatchphrase unique to Japan, “Ajiwaou, Hajikeru Oishisawo,” is also used, CCEJ executed the“Coca-Cola Summer Campaign 2016” whose concept was “Taste the golden moment with CocaCola” coinciding with the 2016 Summer Olympics in Rio de Janeiro in order to capture demand in
the peak period.
The “Vending Machine +2oC Campaign” executed in FY2015 received very favorable responses
from consumers. During this campaign, the temperature setting of vending machines for hot
beverages is increased by 2 degrees centigrade to serve hot beverages that are even tastier.
Having positioned this campaign as a regular winter campaign, CCEJ executed it again in FY2016.
Moreover, as a “Coca-Cola Winter Campaign,” CCEJ introduced ribbon bottles that transform into
bottles with a ribbon for Coca-Cola and Coca-Cola Zero to stimulate demand at Christmas as wellat the year-end and the New Year.
For the vending machine channel, CCEJ introduced products dedicated to this channel andexecuted a point program based on the “Coke On” smartphone app and “Smartphone-linked
Vending Machines.” Other initiatives to improve profitability of this important channel included
removal and relocation of unprofitable vending machines, cultivation of indoor locations with highprofitability, and promotion of cost reduction.
In FY2016, total BAPC (Bottler Actual Physical Cases) sales volume of CCEJ grew 4% year-onyear, led by continued good performance of newly launched products and the above-mentioned
sales activities as well as the integration of Sendai. Full-year volume excluding the integration impact(comparison with FY2015 volume assuming that Sendai was integrated at the beginning of FY2015)
was up 2%.
Full-year volume performance by channels was as follows: Drug & Discounter channel up 15%,
Convenience Store channel up 5%, Supermarket channel up 4%, Eating & Drinking channel up 3%
and Vending channel down 1%.
Sparkling beverage volume grew 3% in FY2016, led by growth of trademark Coca-Cola, CocaCola Zero, Fanta, etc. Non-sugar tea volume grew 4%. Water grew 11%, led by continued good
performance of our portfolio of water brands, including new product launches of the more premium,smaller package size I LOHAS water and growth of 2L Mori-no-Mizu Dayori brand. Coffee volumecontinued to grow, up 6%, mainly driven by customer-exclusive branded products and Georgia The
Premium series. Juice volume grew 2%. Sports drinks volume decreased 5%, reflecting overall
slowdown of the growth of this category market.
Full-year performance by channel and by category each included increases by the integration of
Sendai.
CCEJ’s consolidated net sales for the year under review were JPY 572,496 million (up 2%
compared with the prior year period), mainly attributable to volume growth as well as the integrationof Sendai as of April 1, 2015. Operating income grew significantly to JPY 18,489 million (up 71%
compared with the prior year period), driven by gross profit increase reflecting continuous synergy
capture from supply chain efficiency, volume growth, etc. Additionally, growth of advertisement andsales promotion expenses, sales commissions, etc. due to volume growth partially offset by lower
labor expenses, etc. resulted in a moderate increase of sales, general and administrative expenses.

31

Net income attributable to owners of parent was JPY10,718 million (up 100% compared with theprior year period), due to the increase in operating income, decrease of extraordinary loss, etc.
In FY2017, we will continue to focus on profitable growth and optimizing investment and returns.
Together with our partners at Coca-Cola Japan (CCJC), we plan extensive deployment of high valueadded and premium products including functional benefits, innovation in ingredients and packaging
and strong execution of marketing and sales promotion activities.
For the Coca-Cola brand, we will introduce a new FOSHU product, “Coca-Cola Plus” in March2017 as an expansion to the growing FOSHU (Food for Specified Health Usage) category. We will
also continue the successful, Taste the Feeling global campaign, along with an introduction of new
package graphics in trademark Coca-Cola, aiming to energize and drive the growth of trademark
Coca-Cola and the sparkling beverage category. In non-sugar tea, we have launched“Karadameguricha Advance”, a new functional claim tea brand. By strengthening sales of high value,
immediate consumption offerings, we aim to drive improvements in overall pricing and mix
environment and support improved profitability.
(2)

Capital Investment
Capital investment, including leases, amounted to 35,935 million yen for FY2016. The major items
were additional placements and renewal of vending machines and new installations and renewal of
manufacturing equipment.
Capital investment was financed by own funds, bank borrowings, and bonds issued.

(3)

Financing
The Company borrowed 13 billion yen from financial institutions as long-term loans payable.

(4)

Issues to be Addressed
The soft drink industry in Japan continues to face challenges amid diversification of needs ofconsumers and customers and the fierce sales competition between the soft drink companies.
Business integration between CCEJ and Coca-Cola West Company, Limited. is scheduled on April
1, 2017. Through this business integration, we will aim to achieve further growth by developing ourcommunity-based sales activities that the two companies had established in each of their businessareas, reinforcing cost competitiveness in the supply chain, business process reengineering,
optimizing the allocation of personnel, and reviewing the way the entire Coca-Cola System should
be positioned in Japan. We will also aim to coexist and co-prosper with the local communities by
ensuring community-based business activities and social contribution activities.
In addition, through our partnership with Coca-Cola (Japan) Co., Ltd, we will vigorously conduct
sales promotion activities and introduction of new products, while pursuing further synergy throughthe business integration and accelerating growth to become a world-class Coca-Cola bottler basedin Japan.
We request your continuing support in our endeavors.

(5)

Trend of Assets and Earnings(Millions of yen)Item
Net sales

FY2013

FY2014FY2015FY2016

372,792523,299563,162

572,496

Ordinary income

7,732

9,606

10,411

17,921

Net income
attributable toowners of parent

11,582

3,434

5,354

10,718Net income per shareyen
139.69

yen
28.37

yen
42.70

yen
84.51

Total assets

314,490342,672

371,771369,640

Net assets

216,191

213,754

230,945

233,635

32

Notes:
1. Amounts less than the units indicated are rounded down.
2. The Company conducted a share exchange on July 1, 2013 through which the Company
became the wholly owning parent company of Mikuni Coca-Cola Bottling Co., Ltd., Tokyo
Coca-Cola Bottling Co., Ltd., and Tone Coca-Cola Bottling Co., Ltd., which became wholly
owned subsidiaries.
3. CCEJ began operations as an integrated company starting in the third quarter of FY2013.
As a result, the above results reported in FY2013 reflect the consolidated results of CCEJ
in the third and fourth quarters and the consolidated results of Coca-Cola Central Japan(CCCJ) before management integration for the first and second quarters.
4. The Company conducted a share exchange on April 1, 2015 through which the Company
became the wholly owning parent company of Sendai Coca-Cola Bottling Co., Ltd., whichbecame a wholly owned subsidiary.
(6) Major Parent Companies and Subsidiaries
1) Relationship with Parent Companies
Not applicable.
2) Major Subsidiaries
Company name

CapitalInvestment
Major business(Millions of yen) ratio (%)
100
100 Sales of beverages

FV East Japan Co., Ltd.
Notes:The Company has 2 consolidated subsidiaries including the above 1 major subsidiary,
1 non-consolidated subsidiary and 3 equity-method affiliates.
3)

OthersThe Company has entered into an Agreement with The Coca-Cola Company and Coca-Cola(Japan) Co., Ltd. for manufacturing and sales of Coca-Cola and other products and use of the
trademarks etc. in Tokyo and 15 prefectures in the Kanto, Koshinetsu, Chubu and South Tohoku
regions.
In addition, the Company has entered into the Capital and Business Alliance Agreement with The
Coca-Cola Company, Coca-Cola (Japan) Co., Ltd. and Coca-Cola West Company, Limited. in orderto further promote development and to enhance corporate value.

(7) Principal Business
The Group’s principal business is manufacturing and sales of non-alcoholic beverages and theGroup conducts businesses related to the said business, including maintenance and repair of sales
equipment and distribution of products and goods.
(8) Principal Sales Offices and Plants
1) The Company’s Principal Business Office
Head Office
Minato-ku, Tokyo
2) The Company’s Principal Factories
Ibaraki Plant
Tsuchiura-shi, Ibaraki Prefecture
Iwatsuki Plant
Saitama-shi, Saitama Prefecture
Saitama Plant
Yoshimi-machi, Hiki-gun, Saitama Prefecture
Tama Plant
Higashikurume-shi, Tokyo
Ebina Plant
Ebina-shi, Kanagawa Prefecture
Tokai Plant
Tokai-shi, Aichi Prefecture
Hakushu Plant Hokuto-shi, Yamanashi Prefecture
Zao Plant
Zao-machi, Katta-gun, Miyagi Prefecture3) Principal Business Office of a Subsidiary33

FV East Japan Co., Ltd.

Minato-ku, Tokyo(9) Employees
1) The Group
Number of employees
Change from end of FY2015
8,159 employees-196 employees
Notes:
1. Temporary employees numbering 2,495 are not included in the above number of employees.
2. Executive Officers are included in the above number of employees.
2) The Company
Number of Employees
Change from end of FY2015
6,995 employees+2,791 employees
Notes:
1. Temporary employees numbering 1,873 are not included in the above number of employees.
2. Executive Officers are included in the above number of employees.
3. The number of employees increased by 2,791 in FY2016. This increase was mainly due to themerger with Sendai Coca-Cola Bottling Co., Ltd. on January 1, 2016 and Coca-Cola East
Japan Products Co., Ltd. on October 1, 2016.
(10) Principal Lenders
LenderMitsubishi UFJ Trust and Banking Corporation.
Sumitomo Mitsui Banking Corporation
2. Shares of the Company(1) Total Number of Authorized Shares

Outstanding Borrowings (Millions of yen)
8,000
5,000

487,000,000 shares(2) Total Number of Issued Shares

126,840,937 shares(excluding 839,207 shares of treasury stock)(3) Total Number of Shareholders

25,944 shareholders(4) Major Shareholders
Number ofshares held
(Shares)
20,605,579
16,669,354
5,451,200
5,126,090
3,373,548
2,717,430
2,668,548
2,647,600
2,413,000
2,302,024

Name of shareholder

Shareholding ratio
(%)
16.24
13.14
4.29
4.04
2.65
2.14
2.10
2.08
1.90
1.81

European Refreshments
Coca-Cola (Japan) Co., Ltd.
Senshusha Co., Ltd.
Toyo Seikan Group Holdings Ltd.
Kamei Corporation
State Street Bank and Trust Company 505001
Hikitaka Co., Ltd.
The Master Trust Bank of Japan, Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account)
State Street Bank and Trust Company
Notes:
1. Amounts less than the units indicated are rounded down.
2. Shareholding ratios are calculated after deducting treasury stock (839,207 shares).
(5) Other Important Matters relating to Shares
There are no material facts to report.

34

3. Share Acquisition Rights etc.
(1) Share Acquisition Rights of the Company Owned by Officers of the Company as of the End of
FY2016
Issuance(Date of Resolution)

Class andNumberPosition Number ofPaid-in Amount Value ofof ShareAssets to beandShares forfor Share
AcquisiInvested at
Number ofShare
Acquisition
tion
Exercise of
Persons Acquisition
RightsRightsRightsRightsCoca-Cola Central Japan Co., Ltd.
5th Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))

Director
1 person

1,100
shares ofcommonstock

Director
3 persons

16,700shares ofcommonstock

Director
1 person

11

156,600 yen
perstock option

1 yen
per share

From May 15,
2013
to May 14, 2033

167

211,300 yen
perstock option

1 yen
per share

From April 17,
2014
to April 16, 2034

72,900shares ofcommonstock

729

229,200 yen
perstock option

1 yen
per share

From May 29,
2014
to May 28, 2034

Director
4 persons

21,400shares ofcommonstock

214

243,800 yen
perstock option

1 yen
per share

From April 17,
2015
to April 16, 2035

Director
5 persons

123,400
shares ofcommon
stock

1,234

164,900 yen
perstock option

1 yen
per share

From April 15,
2016
to April 14, 2036

(March 28, 2013)
Coca-Cola East Japan Co., Ltd.
1st Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))(March 31, 2014)
Coca-Cola East Japan Co., Ltd.
2nd Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))(May 12, 2014)
Coca-Cola East Japan Co., Ltd.
3rd Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))(March 30, 2015)
Coca-Cola East Japan Co., Ltd.
4th Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))

Exercise Term of
Share Acquisition
Rights(March 29, 2016)

Note: No share acquisition rights have been granted to External Directors and Corporate Auditors.
(2) Share Acquisition Rights of the Company Granted to Employees in FY2016
Issuance(Date of Resolution)

Coca-Cola East Japan Co., Ltd.
4th Share Acquisition Rights(Deeply discounted stock
options (one-yen stock
options))

Class andNumberPosition Number ofPaid-in Amount Value ofof ShareAssets to beandShares forfor Share
AcquisiInvested at
Number ofShare
Acquisition
tion
Exerciseof
Persons Acquisition
RightsRightsRightsRightsEmployeesof theCompany
14 persons

106,000
shares ofcommon
stock

1,060

(March 29, 2016)(3) Other Significant items relating to Share Acquisition Rights
Not applicable.

35

164,900 yen
perstock option

1 yen pershare

Exercise Term of
Share Acquisition
RightsFrom April 15,
2016
to April 14, 2036

4. Officers of the Company(1) Name of Directors and Corporate Auditors
Position
Representative
Director andPresident
Representative
Director
Vice President
Executive Officer
Director
Senior Executive
Officer
Director
Senior Executive
Officer
Director
Executive Officer
Director
Director
Director

NameaCalin Draganm

Representative Director & President of FV East Japan Co., Ltd.

e
Jawahar Solai Chief Financial Officer
Kuppuswamy

Costel Mandrea Chief Commercial Officer

Haruko Ozeki Chief Legal Officer

Naruhiko
Kawamoto

Senior Manager of Corporate Administration

Executive Vice President of The Coca-Cola Company(President of Bottling Investments Group)
President of Western Europe Business Unit, The
Daniel Sayre
Coca-Cola Company
Representative Director & President of Hokuriku
Haruhiko Inagaki
Coca-Cola Bottling Co., Ltd.
Irial Finan

Director

Keiji Takanashi

Director

Hiroshi Yoshioka

Full-Time
Corporate Auditor
Full-Time
Corporate Auditor
Corporate Auditor

TomizoNagafuchi

Corporate Auditor

Area of responsibility and important concurrent positions

Yutaka Sugita
Sadao Nozaki Adviser, Kikkoman Corporation
Vice President & Manager of President’s Office, Coca-Cola
Haraomi Kondo(Japan) Co., Ltd.

(Notes)1. Of the above Directors, Irial Finan, Daniel Sayre, Haruhiko Inagaki and Hiroshi Yoshioka areExternal Directors provided for in Article 2, Item 15 of the CompaniesAct.
2. Tomizo Nagafuchi who is a Full-Time Corporate Auditor and Sadao Nozaki and Haraomi Kondo
who are Corporate Auditors are External Corporate Auditors provided for in Article 2, Item 16of the Companies Act.
3. The Company has registered Haruhiko Inagaki and Hiroshi Yoshioka who are Directors, Tomizo
Nagafuchi who is a Full-Time Corporate Auditor and Sadao Nozaki who is a Corporate Auditor
as independent officers at Tokyo Stock Exchange Co., Ltd.
4. Full-Time Corporate Auditor Yutaka Sugita engages in accounting-related business of theCompany and has considerable knowledge of finance and accounting.
5. Change in Directors and Corporate Auditors during FY2016(1) At the FY2015 Ordinary General Meeting of Shareholders held on March 29, 2016, Jawahar
Solai Kuppuswamy and Costel Mandrea were elected Directors, and took office.
(2) Michael Coombs and Fumio Akachi retired from their positions of Director upon expiration of
their terms of office at the conclusion of the FY2015 Ordinary General Meeting of36

Shareholders held on March 29, 2016.
(3) By the resolution of the Board of Directors after the closing of the above Ordinary General
Meeting of Shareholders, Jawahar Solai Kuppuswamy was elected Representative Directorof the Company and took office on April 1, 2016.
(2) Outline of Limited Liability Agreements
The Company has entered into an agreement with each of its Directors (excluding those who are
executive Directors etc.) and Corporate Auditors to limit their liability for damages stipulated in
Article 423, Paragraph 1 of the Companies Act. The maximum liability amount in accordance withthe said agreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act.
(3) Compensation for Directors and Corporate Auditors (including those resigned or retired in FY2016)13 Directors
690 million yen (including 42 million yen for 4 External Directors)
4 Corporate Auditors 59 million yen (including 36 million yen for 3 External Corporate Auditors)
Note: The compensation for Directors includes share acquisition rights granted as stock options
to 7 Directors (excluding External Directors) amounting to 155 million yen and bonuses for
FY2016 provided to 5 Directors (excluding External Directors) amounting to 175 million yen.
(4) External Officers
1) Significant Concurrent Positions at Other Entities and Relationships between the Company andSuch Entities
Position
Name
Concurrent Position
Executive Vice President of The Coca-Cola Company
Director
Irial Finan(President of Bottling Investments Group)
President of Western Europe Business Unit, The Coca-Cola
Director
Daniel Sayre
Company
Representative Director & President of Hokuriku Coca-Cola
Director
Haruhiko Inagaki
Bottling Co., Ltd.
Director
Hiroshi Yoshioka
Full-Time
Corporate Auditor Tomizo Nagafuchi
Corporate Auditor

Sadao Nozaki

Adviser, Kikkoman Corporation

Vice President & Manager of President’s Office, Coca-Cola(Japan) Co., Ltd.
Note: The business relationships between the Company and the entities in which the External Officers
have significant concurrent positions are as follows:
1. The Company has entered into an agreement for manufacturing and sale of Coca-Cola and otherproducts and use of the trademarks etc. and the Capital and Business Alliance Agreement with
The Coca-Cola Company.
2. The Company has entered into an agreement for manufacturing and sale of Coca-Cola and otherproducts and use of the trademarks etc. and the Capital and Business Alliance Agreement with
Coca-Cola (Japan) Co., Ltd.
3. The Company has a business relationship, such as product purchase, with Hokuriku Coca-Cola
Bottling Co., Ltd.
Corporate Auditor

Haraomi Kondo

372) Principal Activities of External Officers
Attendance ofAttendance of Audit
Board of& Supervisory
Position
Name
Directors
Board Meetings
Meetings

Major Activities
He provided advice useful for theCompany’s management from apractical and global viewpoint.
He provided advice useful for theCompany’s management based on
his business experience in Japan.
He provided advice useful for theCompany’s management from apractical viewpoint.
He provided advice useful for theCompany’s management from anexpert and objective viewpoint.

Director

Irial Finan

7 out of 9-

Director

Daniel Sayre

9 out of 9-

Director

Haruhiko Inagaki

9 out of 9-

Director

Hiroshi Yoshioka

9 out of 9-

Full-Time
Corporate Auditor Tomizo Nagafuchi

9 out of 9

12 out of 12

He provided advice from a neutral
and objective viewpoint.

Corporate Auditor

Sadao Nozaki

8 out of 9

12 out of 12

He provided advice from a neutral
and objective viewpoint.

Corporate Auditor

Haraomi Kondo

9 out of 9

12 out of 12

He provided advice from a neutral
and objective viewpoint.

5. Accounting Auditor(1) Name of Accounting Auditor: Ernst & Young ShinNihon LLC(2) Amount of Remuneration for the AccountingAuditor for FY2016
Amount paid
(millions of yen)Amount of remuneration for the Accounting Auditor for FY2016
300
309
Total amount of money and other financial interest to be paid to the
Accounting Auditor by the Company and its subsidiaries
Notes: 1. The Audit & Supervisory Board, based on the results of evaluation of the audit
performance of the Accounting Auditor in the previous year, investigated andreviewed appropriateness and reasonableness of the content of the audit plan, audit
hours, and the basis for estimation of the amount of remuneration for FY2016. As aresult, the Audit & Supervisory Board gave consent concerning the amount of
remuneration for the Accounting Auditor.
2. The Audit Engagement Letter concluded by and between the Company and Ernst &Young ShinNihon LLC does not clearly distinguish the remuneration for audit services
in accordance with the Companies Act and that for audit services in accordance with
the Financial Instruments and Exchange Act and they cannot be distinguishedsubstantially. Therefore, the amount of remuneration stated above is the total amountof remuneration for these audit services for FY2016.
The above amounts include audit fee for Form F - 4 registration filedwith Securities and Exchange Commission of the United States on Management
integration between Coca-Cola West Company Limited and CCEJ.
(3) Non-Audit Services
Not applicable.
(4)

Policy on Determination of Dismissal or Refusal of Reappointment of the Accounting Auditor
In the event that any of the items stipulated in Article 340, Paragraph 1 of the Companies

38

Act apply to the Accounting Auditor, the Audit & Supervisory Board shall dismiss the
Accounting Auditor by the unanimous consent of all Corporate Auditors. In such event, thefact of dismissal of the Accounting Auditor and the reason for dismissal shall be reported to
the first General Meeting of Shareholders called after the dismissal.
The Audit & Supervisory Board shall examine appropriateness of the Accounting Auditor,
including whether the Accounting Auditor is independent, has expertise, and is performing
appropriate and reasonable audit activities. In the event that, as a result of overall examination,
the Audit & Supervisory Board deems that there may be major disruptions to the audit of theCompany and it is reasonable to replace the Accounting Auditor, the Audit & Supervisory
Board shall determine a proposal for dismissal or refusal of reappointment of the Accounting
Auditor and submit the proposal to the General Meeting of Shareholders.
6. Company Systems and Policies(1) Systems to ensure appropriateness of operations
The Company has a Basic Policy for Internal Control Systems by the resolution of the Board of
Directors in order to put in place systems to ensure that Directors’ and employees’ performance of
their duties conforms to laws and regulations and the Articles of Incorporation and other systems
to ensure appropriateness of operations. The basic policy is as follows:
1) System to ensure that performance of duties by Directors and employees of the Company
and its subsidiaries conforms to laws and regulations and the Articles of Incorporationi) The “Code of Business Conduct” shall be established in order to ensure that all the Directors
and employees of the Company and its subsidiaries comply with laws and regulations and the
Articles of Incorporation and act in conformity with social norms and the Ethics & Compliance
Committee shall be convened periodically in order to reinforce the compliance system andprevent non-compliance.
ii) An internal whistle-blowing system against non-compliance, namely, a reporting andconsultation contact separate from the reporting line to immediate managers, shall be set up.
iii) Separation between management and execution of the business operations shall beclarified, and non-executive External Directors shall be deployed in order to reinforce
the audit function of the Board of Directors.
iv) An audit section shall be established in order to audit whether business activities are conducted
appropriately and effectively in conformity with laws and regulations, the Articles ofIncorporation, Company Rules and Regulations, etc.
v) The Company shall adopt a firm attitude against anti-social forces, never accede to any illegal
request and deal with any such request in cooperation with the police.
2) System to retain and manage information related to Directors’ performance of their duties
The Company shall record information regarding Directors’ performance of their duties indocuments or electronic media and retain it in accordance with the “Rules for HandlingDocuments” and “Information Security Policy” in a manner similar to that for statutory
documents. Directors and Corporate Auditors may inspect such documents, etc. at any time.
3) Regulations and other systems concerning loss risk management of the Company and its
subsidiariesi) In accordance with the policy on responding to material business risks and from the viewpointof management of other risks, advice of the Governance Committee shall be sought forsignificant items and then a report shall be made to the Board of Directors.
ii) “Risk Management Rules” shall be established in order to manage risks. In the event that a riskarises, as part of the risk management system, the Risk Management Committee chaired by
the President shall be convened in the event of an emergency in order to promptly take action.
Quality assurance activities shall be implemented to deepen understanding of the importanceof quality management and to reinforce quality control.

394) System to ensure efficiency of performance of duties by Directors of the Company and its
subsidiaries
With respect to annual management policy and targets determined by the Board of Directors,
the progress status shall be confirmed on a regular basis by the Board of Directors. Regarding
any important matter not requiring a board resolution, the authority shall be delegated to each
Chief Officer in order to accelerate the decision-making process and to ensure more agile
performance of duties. Further, the Board of Directors function shall be reinforced by limiting
the Directors’ term of office to one year and clarifying a single-year management responsibility.
5) System to ensure appropriateness of operations in a corporate group
The Company shall ensure management integration of the CCEJ Group throughestablishment of operational rules and authority rules common throughout the CCEJ Groupand supervise and manage the performance of the subsidiaries’ operations.
6) System to ensure appropriateness of financial reporting
For appropriate disclosure of financial statements, the Company shall appoint the Chief
Financial Officer (CFO), improve the internal structure, including preparation of relevant rules
and regulations, and build a framework for assessment and reporting of the design andoperating effectiveness on a regular basis.
7) Matters concerning employees assisting Corporate Auditors if Corporate Auditors of acompany with an audit & supervisory board request the assignment of such employees toassist them in the execution of their duties and matters concerning the ensuring of such
employees’ independence from Directors and the effectiveness of instructions issued tosuch employeesi) In the event that Corporate Auditors request assignment of employees to assist them in theexecution of their duties, the Company shall assign employees to provide assistance to the
Corporate Auditors who report to them.
ii) Consent of the Audit & Supervisory Board shall be secured for decision on personnel transfer,assessment, etc. of the employees assisting Corporate Auditors. Further, regarding
instructions from Corporate Auditors, the assisting employees shall not be instructed or ordered
by Directors, etc.
iii) The Company shall thoroughly communicate to its Directors and employees that, if the Audit &Supervisory Board issues instructions to the employees assisting Corporate Auditors in theexecution of their duties, the employees assisting Corporate Auditors shall obey instructions of
the Corporate Auditors in order to ensure the effectiveness of instructions issued to such
employees.
8) System for reporting by Directors and employees of the Company and its subsidiaries to
Corporate Auditors and systems to ensure that reporting parties do not receive
disadvantageous treatment as a result of such reportsi) Directors and employees shall report to Corporate Auditors without delay any matters that may
have a significant impact or may cause non-compliance as well as statutory matters. Corporate
Auditors may request a report from Directors and employees as necessary.
ii) The Company and its subsidiaries are prohibited from disadvantageously treating officers
and/or employees who reported to Corporate Auditors.
9) Matters concerning procedures for advance payment or reimbursement of expenses
incurred in the course of performance of duties by Corporate Auditors of a company with
an audit & supervisory board and policies related to processing of expenses or liabilities
arising from performance of duties by Corporate Auditors
A certain amount for each year shall be budgeted for necessary expenses incurred in the40

course of performance of duties by Corporate Auditors.
10) Other systems to ensure that Corporate Auditors’ audit is conducted effectivelyi) The Representative Director and Corporate Auditors shall hold a meeting to exchange opinions
on a regular basis in order to communicate with each other.
ii) Directors shall prepare an environment so that Corporate Auditors are able to cooperate withexternal experts such as lawyers and certified public accountants in the course of their duties
whenever Corporate Auditors deem it necessary.
(2) Overview of the status of operation of the systems to ensure appropriateness of operations
In accordance with the Basic Policy for Internal Control Systems established by the resolution of
the Board of Directors, the Company has designed and is operating internal control systems
1) Initiatives concerning compliance
The Company has established the Code of Business Conduct, guidelines for appropriate action
by employees, and is implementing educational activities to raise awareness throughout the Group.
The Company provides e-learning to all employees and dispatches information periodically in orderto enhance their understanding of the Code of Business Conduct and of ethics and compliance.
The Ethics & Compliance Committee is convened periodically for determining measures foreducational activities to raise awareness and for discussing and determining measures to prevent
recurrence of compliance issues. The Ethics & Compliance Committee met four times in FY2016.
In addition, the Company provides education to ensure appropriate response to the revision of the
Act against Unjustifiable Premiums and Misleading Representations and e-learning about
information security in order to enhance the level of compliance throughout the Group and facilitate
understanding.
The Company has put in place systems so that matters arising in the course of business activities
that may involve violation of laws and regulations or the Code of Business Conduct and mattersthat are difficult to judge can be dealt with swiftly. For example, the Ethics & Compliance
Consultation Desks in house and at an external legal counsel’s office can be accessed directly byemail and through a telephone hotline to seek advice.
2) Internal audit
The Company’s Internal Audit Division conducts audits based on an annual plan to ascertain
whether operations of the Company and its subsidiaries are performed appropriately in compliancewith the laws and regulations and internal rules. It also provides advice and recommendations tointernal organizations.
The Internal Audit Division has a monthly meeting with the Representative Director andCorporate Auditors to enhance the audit function. The Company convenes the Internal Control &Operational Improvement Committee as part of its efforts to put in place systems that enable theCompany and its subsidiaries to swiftly deal with any cross-functional issues.
3) Internal control over financial reporting
Systems for financial reporting corresponding to internal control required by the Financial
Instruments and Exchange Act have been established under the leadership of an officer
responsible for such matters. The Internal Audit Division reviews operation of business processes
in order to confirm that they are operated appropriately.
4) Risk management system
As the core elements of the corporate-wide risk management, the Company has establishedand is operating the following systems: i) Enterprise Risk Management (ERM) that reduces theprobability of actualization of potential risks in order to prevent risks, ii) Incident Management &Crisis Resolution (IMCR) that reduces the impact of actualized risks by swiftly dealing with theincidents, iii) Emergency Planning (EP) for the purpose of protecting health and safety of
employees and assets and properties of the Company based on the assumption of a disaster oran accident, iv) Business Continuity Planning (BCP) to deal with interruption of or hindrance to a
critical business process and to facilitate recovery to a predetermined level, and v) Customer
Experience (CE) to swiftly respond to favorable reviews, requests, and complaints from customers

41and consumers about the Group’s products and services and to link them to continuous
improvement of products and services as well as business processes.
5) Audit system by the Corporate Auditors
The Audit & Supervisory Board consists of 4 Corporate Auditors (of whom 2 are Full-time
Corporate Auditors) including 3 External Corporate Auditors. The Audit & Supervisory Board met
12 times and exchanged information on significant matters concerning audit, had discussion andmade resolutions. Corporate Auditors attend meetings of the Board of Directors, the Ethics &Compliance Committee, and the Internal Control & Operational Improvement Committee, andother important meetings. In addition, they exchange opinions with the Internal Audit Division and
the Accounting Auditor on a regular basis to reinforce cooperation and have regular meetings with
the Representative Director and other senior executives to exchange opinions about
management issues, compliance, the status of design of internal control, etc.

42Consolidated Balance Sheet(as of December 31, 2016)(Millions of yen)Accounts

AmountAccounts

AmountLiabilities

AssetsCurrent assets

114,688

Current liabilities

81,140Cash and deposits

16,357

Accounts payable-trade21,607

Notes and accounts receivable-trade43,510Current portion of bonds

14,000

Merchandise and finished products

31,676

Current portion of long-term loans payable

1,855

Raw materials and supplies

3,531

Deferred tax assets

2,468

36,366

Accounts receivable-other

2,761

10,514

Lease obligations
Accounts payable-other and accrued
expenses
Income taxes payable

Other

6,783

Provision for bonuses

Allowance for doubtful accounts(153)

Provision for directors' bonuses

169

Provision for environmental measures

45

Provision for loss on contracts

850

Asset retirement obligations

27

Others

224

420

2,810

Noncurrent assets

254,660

Noncurrent liabilities

54,572

Property, plant and equipment

220,702

Bonds payable

16,000

Buildings and structures, net

45,406Long-term loans payable

13,664

Machinery, Equipment and Vehicles, net

43,358

Lease obligations

159

Sales equipment, net

65,802

Provision for environmental measures

254

Tools, furniture and fixtures, net

2,136

Provision for loss on contracts

581

Land

63,132

Net defined benefit liability

22,399Leased assets

371

Asset retirement obligations

816

Construction in progress

494

Other

696

Intangible assets

9,119

Total liabilities

Investments and other assets

24,838Net Assets

Investment securities

7,907

Shareholders' equity

135,713

237,779

650

Capital stock

6,499

Long-term loans receivable

1,760

Capital surplus

157,323

Deferred tax assets

6,091

Retained earnings

75,114

Other

8,655

Treasury stock(1,158)

Allowance for doubtful accounts(227)

Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges(4,818)Remeasurements of defined benefit plans(6,461)

Shares of subsidiaries and affiliates

Stock acquisition rights

Total Assets

369,348

1,732
(89)

673

Total Net Assets

233,635

Total Liabilities and net assets

369,348

Note: Amounts less than one million yen are rounded down.

43Consolidated Statement of Income(From January 1, 2016 to December 31, 2016)(Millions of yen)Accounts

AmountNet sales572,496

Cost of sales

299,604

Gross profit

272,892

Selling, general and administrative expenses

254,402

Operating income

18,489Non-operating income
Interest income

63

Dividend income

116

Share of profit of entities accounted for using equity method

154

Rent income

345

Gain on sales of valuable wastes

428

Other

180

1,289

Non-operating expenses
Interest expenses

132

Loss on sales and retirement of noncurrent assets

1,494

Other

229

Ordinary income

1,856
17,921

Extraordinary income
Gain on sales of noncurrent assets

21

Gain on sales of investment securities

222

Other

16

260

Extraordinary loss
Loss on sales and retirement of noncurrent assets

132

Lease contract cancellation penalty

341

Restructuring cost

192

Impairment loss

4

Other

39

Income before income taxes

709
17,472

Income taxes – current

6,287

Income taxes – deferred

466

6,753

Net income

10,718Net income attributable to owners of parent

10,718

Note: Amounts less than one million yen are rounded down.

44

Consolidated Statement of Changes in Net Assets(From January 1, 2016 to December 31, 2016)(Millions of yen)
Shareholders' equity
Treasury stock

Total
shareholders’equity68,454(1,178)231,089－(4,058)－(4,058)－－

10,718－

10,718Purchase of treasury stock

－

－

－

(6)

(6)

Disposal of treasury stock

－

9

－

27

37

Net changes of items otherthan shareholders' equity

－

－

－

－

－

Total changes of items during
the period
Balance as of December 31,
2016

－

9

6,660

20

6,690

6,499

157,323

75,114(1,158)

237,779

Capital stock

Capital surplus

6,499

157,313

Dividends from surplus－

Net income attributable toowners of parent

Balance as of December 31,
2015
Changes of items during theperiodRetainedearnings

Accumulated other comprehensive income
Valuation
DeferredRemeasurements
difference on loss/gain fromof defined benefit
available-forhedging
plans
sale securities
activities
Balance as of December 31, 2015

Total

Stock
acquisitionrightsNet assets

2,151

(463)

(2,251)

(564)

420

230,945

Dividends from surplus

－

－

－

－

－

(4,058)Net income attributable to ownersof parent

－

－

－

－

－

10,718Purchase of treasury stock

－

－

－

－

－

(6)

Disposal of treasury stock

－

－

－

－

－

37

Net changes of items other thanshareholders' equity

(419)

374

(4,209)(4,254)253(4,000)Total changes of items during theperiod(419)

374(4,209)(4,254)

253

2.689

Balance as of December 31, 2016

1,732

(89)

(6,461)(4,818)673

233,635

Changes of items during the period

Note: Amounts less than one million yen are rounded down.

45Balance Sheet(as of December 31, 2016)
Accounts

AmountAccounts

AssetsCurrent assets
Cash and deposits
Notes receivable-trade(Millions of yen)AmountLiabilities
108,415

Current liabilities

77,83815,319Accounts payable-trade

18,706

5

Current portion of bonds

14,0001,855

Accounts receivable-trade
Merchandise and finishedproducts
Raw materials and supplies

41,253Current portion of long-term loans payable

29,098

Lease obligations

3,483

Accounts payable-other

33,653

Advance payments-trade482

Accrued expenses

1,351

Prepaid expenses

4,438

Deposits received

4,388

Deferred tax assets

2,278

Provision for bonuses

2,549

Short-term loan to associated firms

1,662

Provision for directors' bonuses

169

Accounts receivable-other

9,825

Provision for environmental measures

45

Other
Allowance for doubtful accounts

718
(151)

Provision for loss on contracts
Asset retirement obligations
Other

850
19
94

Noncurrent liabilities

154

Noncurrent assets

254,553

Property, plant and equipment

218,363

Bonds

16,000

Buildings

41,881Long-term loans payable

13,664Structures

3,484

Lease obligations

Machinery and equipment

41,696

Provision for retirement benefits

Vehicles

1,465

Provision for environmental measures

254

Sales equipment

59,055

Provision for loss on contracts

581

Tools, furniture and fixtures

2,126

Asset retirement obligations

804

Land

67,890

Other

759

Leased assets

266

Total liabilities

Construction in progress

494

Net Assets

43,878118
11,695

121,716

Intangible assets

8,588

Shareholders' equity

Software8,220

Capital stock

6,499

367

Capital surplus

210,297

Other

238,819

Investments and other assets

27,602

Legal capital surplus

138,253

Investment securities
Shares of subsidiaries andaffiliates
Long-term loans receivable fromsubsidiaries and affiliates
Long-term prepaid expenses

7,687

Other capital surplus

72,043

9,157

Retained earnings

23,180

1,672

Other retained earnings

23,1803,857

General reserve

Deferred tax assets

1,159

Retained earnings brought forward

Other

4,269

Treasury stock(1,158)

Allowance for doubtful accounts(202)

Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Stock acquisition rights

1,758

Total Assets

362,968200
22,980

1,758
673

Total Net Assets

241,251

Total Liabilities and net assets

362,968

Note: Amounts less than one million yen are rounded down.

46

Statement of Income(From January 1, 2016 to December 31, 2016)(Millions of yen)Accounts

AmountNet sales

507,573

Cost of sales

292,864

Gross profit (loss)

214,708

Selling General And Administrative Expenses

212,071

Operating income

2,636

Non-operating income
Interest income

196

Dividend income

5,068

Rent income

641

Other

239

6,145

Non-operating expenses
Interest expenses

46

Interest on bonds

66

Loss on sales and retirement of noncurrent assets

1,267

Rent expenses

103

Other

97

Ordinary income

1,581
7,200

Extraordinary income
Gain on sales of noncurrent assets

21

Gain on sales of investment securities

222

Loss on extinguishment of tie-in shares

12,861Other

6

13,111

Extraordinary loss
Loss on sales and retirement of noncurrent assets

122

Lease contract cancellation penalty

44

Restructuring cost

187

Impairment loss

4

Other

13

Income before income taxes

373
19,939

Income taxes–current

223

Income taxes–deferred

1,325

Net income

1,548
18,390Note: Amounts less than one million yen are rounded down.

47

Statement of Changes in Net Assets(From January 1, 2016 to December 31, 2016)(Millions of yen)
Shareholders’ equity
Retained earnings
Capital surplus
Other retained earnings

Capital stock
Legal capitalsurplus
Balance as of December
31, 2015
Changes of items during
the period
Reversal of legal capitalsurplusRetained
General reserve earnings brought
forward

Other capitalsurplus

6,499

195,853

14,553

200

8,648

－

(57,600)

57,600－－

Dividends from surplus

－

－

－

－

(4,058)Net income

－

－

－

－

18,390Purchase of treasury stock

－

－

－

－

－

Disposal of treasury stock

－

－

9

－

－

Decrease by corporate
division
Net changes of items otherthan shareholders' equity
Total changes of items
during the period
Balance as of December
31, 2016

－

－

(119)

－

－

－

－

－

－

－

－

(57,600)

57,490－14,331

6,499

138,253

72,043200

22,980

Valuation and translation
adjustments
Valuation
Total valuation
Total shareholders' difference onand translation
equityavailable-for-saleadjustments
securities

Shareholders' equity
Treasurystock
Balance as of December 31,
2015
Changes of items during theperiodReversal of legal capitalsurplusStockacquisitionrightsNet assets(1,178)

224,576

2,151

2,151

420

227,148

－

－

－

－

－

－

Dividends from surplus－(4,058)－－－(4,058)Net income－

18,390－－－18,390Purchase of treasury stock

(6)

(6)

－

－

－

(6)

Disposal of treasury stock

27

37

－

－

－

37

Decrease by corporate
division
Net changes of items otherthan shareholders' equity

－

(119)

－

－

－

(119)

－

－

(392)

(392)

253

(139)

(392)

(392)

253

14,103

1,758

1,758

673

241,251

Total changes of items during
20
14,242the period
Balance as of December 31,(1,158)238,8192016
Note: Amounts less than one million yen are rounded down.

48Independent Auditor’s ReportFebruary 16, 2017

The Board of Directors of
Coca-Cola East Japan Co., Ltd.
Ernst & Young ShinNihon LLC
Yoshihiko Nakatani
Certified Public Accountant
Designated and Engagement Partner
Kazuhiko Yamazaki
Certified Public Accountant
Designated and Engagement Partner
Miyuki Nakamura
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 444, Section 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets and the notes to theconsolidated financial statements of Coca-Cola East Japan Co., Ltd. (the “Company”) applicable tothe fiscal year from January 1, 2016 through December 31, 2016.

Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for designingand operating such internal control as management determines is necessary to enable the preparationand fair presentation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audit. We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the consolidated financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. The purpose of an audit of the consolidated financial
statements is not to express an opinion on the effectiveness of the entity’s internal control, but inmaking these risk assessments the auditor considers internal controls relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and results of operations of the group, which consisted of the Company
and consolidated subsidiaries, applicable to the fiscal year ended December 31, 2016 in conformity
with accounting principles generally accepted in Japan.

Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

49

Independent Auditor’s ReportFebruary 16, 2017

The Board of Directors of
Coca-Cola East Japan Co., Ltd.
Ernst & Young ShinNihon LLC
Yoshihiko Nakatani
Certified Public Accountant
Designated and Engagement Partner
Kazuhiko Yamazaki
Certified Public Accountant
Designated and Engagement Partner
Miyuki Nakamura
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited theaccompanying financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets, the notes to the financial statements and the related
supplementary schedules of Coca-Cola East Japan Co., Ltd. (the “Company”) applicable to the fiscal
year from January 1, 2016 through December 31, 2016.

Management’s Responsibility for the Financial Statements and the Related Supplementary
Schedules
Management is responsible for the preparation and fair presentation of these financial statements
and the related supplementary schedules in accordance with accounting principles generally
accepted in Japan, and for designing and operating such internal control as management determines
is necessary to enable the preparation and fair presentation of the financial statements and therelated supplementary schedules that are free from material misstatement, whether due to fraud or
error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements and the related
supplementary schedules based on our audit. We conducted our audit in accordance with auditing
standards generally accepted in Japan. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and the related
supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements and the related supplementary schedules. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatementof the financial statements and the related supplementary schedules, whether due to fraud or error.
The purpose of an audit of the financial statements is not to express an opinion on the effectivenessof the entity’s internal control, but in making these risk assessments the auditor considers internal
controls relevant to the entity’s preparation and fair presentation of the financial statements andthe related supplementary schedules in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by management, as well as evaluating theoverall presentation of the financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

OpinionIn our opinion, the financial statements and the related supplementary schedules referred to above
present fairly, in all material respects, the financial position and results of operations of theCompany applicable to the fiscal year ended December 31, 2016 in conformity with accounting
principles generally accepted in Japan.

Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified
Public Accountants Act.
50

Audit Report
We, as the Audit & Supervisory Board (“A&S Board”), have prepared this audit reportas the result of deliberations and the concurrent opinion of all auditors based on theaudit reports prepared by each auditor relating to the execution of duties by Directors
during the 2016 business year from January 1, 2016 to December 31, 2016, and hereby
report as follows.
1. Method of Audit Conducted by Corporate Auditors and the A&S Board and the Details(1) We, the A&S Board, determined audit policies and segregation of duties for thebusiness year in question, received reports from each auditor with respect to audit
implementation status and the results thereof, received reports from Directors andthe Accounting Auditor with respect to execution status of their duties andrequested them to explain as necessary.
(2) Each Corporate Auditor communicated with the Directors, Internal Audit Divisionand other employees, etc., complying with the auditor audit standards prescribedby the A&S Board and abiding by the audit policies and sharing of duties, etc. forthe term, and endeavored to gather information and arrange an auditing
environment, by the following methods:
1) We attended meetings of the Board of Directors and other important meetings,
obtained reports from Directors and employees, etc. relating to the state of
executing of duties, requested explanations where necessary, examined
important resolution documents, etc., and investigated the state of work andassets at head office and key offices.
Regarding subsidiaries, we communicated with the Directors, employees, etc.
of subsidiaries and exchanged information, obtained business reports fromsubsidiaries as necessary, and visited head office and key offices and asked
questions, etc.
2) We obtained regular reports from Directors and employees etc. regarding thestate of construction and management of a framework for ensuring that theexecution of duties by Directors stated in business reports conforms to laws andregulations and the Articles of Incorporation, and a framework (internal control
system) necessary for ensuring appropriateness of operation of a groupconsisting of a joint-stock company and its subsidiaries prepared based on thedecision of the Board of Directors relating to the preparation of a framework
pursuant to Paragraphs 1 and 3 of Article 100 of the Ordinance for Enforcementof the Companies Act, and requested explanations as necessary and expressed
our opinions.
3) We audited and verified whether the Accounting Auditor had maintained its
independent standpoint and had conducted an audit in an appropriate manner,received reports from it with respect to execution status of its duties, andrequested it to explain where necessary.
Moreover, we received a notice from the Accounting Auditor that they had
designed a "system to ensure performance of duties in an appropriate manner"(matters provided for in each Item of Article 131 of the Corporate Accounting
Rules) in accordance with the "Quality Control Standards for Audits” (BusinessAccounting Council, October 28, 2005) and requested them to explain asnecessary.
Based on the method outlined above, we examined the business report and its
supplementary schedules, consolidated financial statements (consolidated balance sheet,consolidated statement of income, consolidated statement of changes in net assets and notes
to consolidated statements) and financial statements (balance sheet, statement of income,statement of changes in net assets, and notes to financial statements) and related
supplementary schedules relating to the business year in question.

51

2. Audit Results(1) Results of Audit of the Business Report, etc.
1) We acknowledge that the business report and its supplementary schedules
correctly indicate the company’s situation in accordance with laws andregulations and the Articles of Incorporation.
2) We do not acknowledge any improper acts relating to the Directors’ execution ofduties or any significant facts that violate laws and regulations or the Articles ofIncorporation.
3) We acknowledge that the details of resolutions of the Board of Directors relating
to the internal control system are appropriate. Furthermore, we do not
acknowledge that there are any matters to indicate regarding the details statedin business reports relating to such internal control systems and the execution ofduties by the Directors.
(2) Results of Audit of Consolidated Financial Statements
We acknowledge that the method and results of the audit by Ernst & Young
ShinNihon LLC are appropriate.
(3) Results of Audit of Financial Statements and the Related Supplementary
Schedules
We acknowledge that the method and results of the audit by Ernst & Young
ShinNihon LLC are appropriate.
February 17, 2017
Audit & Supervisory Board, Coca-Cola East Japan Co., Ltd.
Corporate Auditor (Full-time) Tomizo Nagafuchi
Corporate Auditor (Full-time) Yutaka Sugita
Auditor
Sadao Nozaki
AuditorHaraomi Kondo(Note) Full-time Auditor Tomizo Nagafuchi, Auditor Sadao Nozaki and Auditor Haraomi
Kondo are External Auditors provided for in Article 2, Item 16 and Article 335,
Paragraph 3 of the Companies

52