(Translation)
Securities code: 2579
March 8, 2007

49

TH

NOTICE OF THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 49th Ordinary General Meeting of Shareholders of
Coca-Cola West Holdings Company, Limited (the “Company”), which will be held as describedhereunder.
If you are unable to attend the meeting, you may exercise your voting right either by writing orover the Internet. Please review the Reference Materials for Ordinary General Meeting of
Shareholders and exercise your voting right by 5:30 p.m., March 22 (Thursday), 2007.
Sincerely yours,
Norio Sueyoshi
Representative Director & CEO
Coca-Cola West Holdings Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka, JapanMEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be reported:

10:00 a.m., March 23 (Friday), 2007
The Grand Ballroom (3F), Grand Hyatt Fukuoka
1-2-82 Sumiyoshi, Hakata-ku, Fukuoka, Japan1.

2.
Items to be proposed:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4

Business report, consolidated financial statements for the 49th fiscal
term (January 1 to December 31, 2006); and audit report ofconsolidated financial statements by Accounting Auditors and theBoard of Corporate Auditors
Non-consolidated financial statements for the 49th fiscal term
(January 1 to December 31, 2006)

The appropriation of retained earnings
Partial amendments to Articles of Incorporation
Election of eight (8) Directors
Election of one (1) Corporate Auditor-1-

4. Guidance for the Exercise of Voting Rights:(1) Exercise of voting rights in writing
Please mark your approval or disapproval on the enclosed voting right exercise form, andpost it to the Company by no later than 5:30 p.m., March 22 (Thursday), 2007.
(2) Exercise of voting rights over the Internet
When exercising your voting rights over the Internet, please exercise them no later than
5:30 p.m., March 22 (Thursday), 2007.
(3) Treatment of multiple votes(i)

If you exercise your voting rights in both writing and over the Internet, the vote overthe Internet shall be the one deemed to be effective.

(ii)

In the case of Internet voting, if you exercise your voting rights more than once, or
exercise such rights using both a computer and a cellular phone, the final vote castshall be the one deemed to be effective.

(4) Exercise of voting rights by proxyIf your proxy attends the meeting, you may designate one another shareholder as a proxy.
In this case, either you or the proxy is requested to submit a document evidencing theproxy’s power of representation together with your voting right exercise form.

Notes:
1.

Attendees are requested to submit the proxy voting form to the reception desk when attending this
General Meeting of Shareholders.

2.

If we need to make any revision to the business report, consolidated financial statements,
non-consolidated financial statements or Reference Materials for the General Meeting of
Shareholders, we will notify you by mail or through the Company’s website (http://www.ccwh.co.jp).

[This is an English translation prepared for the convenience of non-resident shareholders. Should there be
any inconsistency between the translation and the official Japanese text, the latter shall prevail.]-2-Consolidated Balance Sheet
As of December 31, 2006
Millions of yen
ASSETS
Current Assets
Cash and deposits
Notes and accounts receivable - tradeMarketable securities
Inventories
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total Current Assets

16,311
22,280
10,668
11,7782,200
15,031(97)
78,173Fixed Assets
Property, plant and equipment:
Buildings and structures
Machinery, equipment and vehicles
Sales equipment
Land
Construction in progress
Other property, plant and equipment
Total property, plant and equipment

35,617
20,13430,85757,36656
2,211
146,243

Intangible assets:

5,730

Investments and other assets:
Investment securities
Deferred tax assets
Prepaid annuity expense
Other assets
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

53,277
4,703
10,4066,967(594)
74,760226,734

Total Assets

304,907-3-

Consolidated Balance Sheet
As of December 31, 2006
Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Long-term debt due within one year
Accrued income taxes
Other accounts payable
Notes payable for equipment
Other current liabilities
Total Current Liabilities

3,828
2,300
2,674
13,866702
7,059
30,431Long-term Liabilities:
Long-term debt
Deferred tax liabilities
Allowance for employee’s retirement benefits
Allowance for directors’ retirement benefits
Negative goodwill
Other long-term liabilities
Total Long-term Liabilities

2,000
11,122
4,770
249
1,867
4,002
24,012

Total Liabilities

54,444

NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital
Retained earnings
Treasury stocks (at cost)
Total shareholders’ equity
Valuation and translation adjustments
Net unrealized gains on other marketable securities
Deferred gains (loss) on hedges
Total valuation and translation adjustments
Minority interests
Total net assets
Total Liabilities and Net Assets
Note: Amounts less than one million yen are omitted.

-4-

15,231109,072
135,623(11,229)
248,697
1,604
106
1,710
54
250,463
304,907

Consolidated Statement of Income
For the fiscal year ended December 31, 2006
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

327,821
186,265
141,556
129,235
12,321Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

647
1,188
1,836

Non-operating expenses:
Interest expenses
Other expenses
Non-operating expenses
Recurring profit

38
893
932
13,225Extraordinary income:
Gains on sale of fixed assets
Gains on sale of investment securities
Proceeds from government assistant grants
Extraordinary income

954
586
28
1,569

Extraordinary losses:
Losses on business integration
Losses on product quality problems
Compensation for disposal of fixed assets
Losses on sale of fixed assets
Expenses for measures for earthquakes
Losses on sale of investment securities
Losses arising from typhoons
Losses on valuation of investment securities
Extraordinary losses
Income before income taxes and minority interests
Corporate, inhabitant and business taxes
Income taxes
Minority interests (loss)
Net income

1,131
137
120
95
74
60
48
19
1,686
13,108
3,237
2,389
89
7,570

Note: Amounts less than one million yen are omitted.

-5-Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2006
(Millions of yen)
Shareholders’ equity
Additional
paid-in
capitalCommonstock
Balance as of Dec. 31, 2005
Changes during this term

Retainedearnings

Total
shareholders’equityTreasurystocks

15,23135,399131,982(11,442)

171,171

Issue of new shares
Dividends of retained earnings-

73,672-(3,867)-73,672(3,867)

Net income
Bonuses for directors

-

-

7,570
(46)

-

7,570
(46)

Acquisition of treasury stocks
Disposal of treasury stocks

-

-

(15)

(148)
361

(148)
345

(Net) Changes in items other thanshareholders’ equity during this term

-

-

-

-

-

15,23173,672109,072

3,641
135,623212(11,229)

77,526248,697

Total changes during this term
Balance as of Dec. 31, 2006

Valuation / translation adjustments
Net
unrealized
gains onothermarketablesecurities

Deferred
gains (loss)
on hedges

Totalvaluation /translation
adjustments

2,437

-

2,437

4,394

178,002

Issue of new shares
Dividends of retained earnings

-

-

-

-

73,672(3,867)

Net income
Bonuses for directors

-

-

-

-

7,570
(46)

Acquisition of treasury stocks
Disposal of treasury stocks

-

-

-

-

(148)
345

(Net) Changes in items other thanshareholders’ equity during this term

(832)

106

(726)

(4,339)(5,065)

Total changes during this term
Balance as of Dec. 31, 2006

(832)
1,604

106
106

(726)
1,710

(4,339)54

72,460250,463

Balance as of Dec. 31, 2005
Changes during this term

Note: Amounts less than one million yen are omitted.

-6-

Minority
interests

Total net
assetsNon-consolidated Balance Sheet
As of December 31, 2006
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade accounts receivable
Marketable securities
Advances madePrepaid expenses
Deferred tax assets
Short-term loans to affiliates
Accrued income
Other current assets
Total Current Assets

7,657
7,815
10,668
2,695
88
159
3,067
5,482
956
38,593Fixed Assets
Property, plant and equipment:
Buildings
Structures
Machinery and equipment
VehiclesTools, instruments and fixtures
Land
Total property, plant and equipment

8,894
806
10,737
138
368
6,075
27,020Intangible assets:
SoftwareTotal intangible fixed assets

667
667

Investments and other assets:
Investment securities
Investments in stocks of affiliates
Long-term loans to affiliates
Other assets
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

40,076
162,061
1,052
1,107
(182)
204,116
231,804

Total Assets

270,398-7-

Non-consolidated Balance Sheet
As of December 31, 2006
Millions of yen
LIABILITIESCurrent Liabilities:
Trade accounts payable
Other accounts payable
Accrued income taxes
Money entrusted
Notes payable for equipment
Other current liabilities
Total Current Liabilities

8
7,467
1,075
10,963394
42
19,952Long-term Liabilities:
Deferred tax liabilities
Other long-term liabilities
Total Long-term Liabilities

6,828
126
6,954

Total Liabilities

26,907NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital:
Capital reserve
Total additional paid-in capital
Retained earnings:
Legal reserve
Other retained earnings:
Reserve for special depreciation
Reserve for advanced depreciation
Reserve for community contributions
Reserve for regional environmental preservation
General reserve
Retained earnings to be carried forward
Total of other retained earnings
Total retained earnings
Treasury stocks
Total shareholders’ equity
Valuation and translation adjustments:
Unrealized gains on stocks, etc.
Total valuation and translation adjustments

15,231
108,166
108,166
3,316
30
418
444
265
119,1886,010
126,357
129,674(11,229)
241,843
1,647
1,647

Total Net Assets
Total Liabilities and Net Assets

243,491
270,398

Note: Amounts less than one million yen are omitted.

-8-Non-consolidated Statement of Income
For the fiscal year ended December 31, 2006
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

191,632
150,447
41,18436,603
4,581

Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

829
323
1,152

Non-operating expenses:
Interest expenses
Other expenses
Non-operating expenses
Recurring profit

24
302
327
5,406

Extraordinary income:
Gains on sale of fixed assets
Gains on sale of investment securities
Proceeds from government assistance grants
Extraordinary income

665
513
28
1,207

Extraordinary losses:
Losses on business integration
Losses on sale of fixed assets
Compensation for disposal of fixed assets
Losses on sale of investment securities
Losses on valuation of investment securities
Losses arising from typhoons
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income

620
95
78
60
12
2
869
5,744
1,695
609
3,439

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2006
(Millions of yen)
Valuationandtranslation
adjustments

Shareholders’ equity

Additional
paid-in
capital:Commonstock

Balance as of Dec. 31, 2005

Retained earnings

CapitalreserveOtherretainedearnings(Note 1)

Legalreserve

15,23135,1113,316

Issue of new shares-

73,054-

Dividends of retained
earnings---

Total net

Total
retainedearnings

126,083

assets

Unrealized
gains onstocks, etc.

Total

Treasurystocksshareholders’equity129,400(11,442)

168,301

2,396

170,698---

73,054-73,054(3,117)(3,117)-(3,117)-(3,117)

Changes during this term

Net income

-

-

-

3,439

3,439

-

3,439

-

3,439

Bonuses for directors

-

-

-

(33)

(33)

-

(33)

-

(33)

Reversal of allowances

-

-

-

-

-

-

-

-

-

Savings of provisions

-

-

-

-

-

-

-

-

-

Reversal of provisions

-

-

-

-

-

-

-

-

-

Acquisition of treasury
stocks

-

-

-

-

-

(148)

(148)

-

(148)

Disposal of treasury stocks

-

-

-

(15)

(15)

361

345

-

345

(Net) Changes in items otherthan shareholders’ equity
during this term

-

-

-

-

-

-

-

(749)-(749)

Total changes during thisterm
Balance as of Dec. 31, 2006

Note 1:-73,054

-

273

273

212

73,541(749)

72,792

15,231

108,166

3,316

126,357

129,674(11,229)

241,843

1,647

243,491

Breakdown of other retained earnings(Millions of yen)

Other retained earnings
Reserve forReserve for
specialdepreciation

Reserve forregional

advancedcommunity

environmen-

depreciation

contributions

tal

Reserve for

Retainedearnings to
be carriedforwardGeneralreservepreservation

Balance as of Dec. 31, 2005

Total ofotherretainedearnings

62

710

487

220

114,488

10,115126,083

Issue of new shares

-

-

-

-

-

-

-

Dividends of retained
earnings

-

-

-

-

-

(3,117)(3,117)

Net income

-

-

-

-

-

3,439

3,439

Bonuses for directors

-

-

-

-

-

(33)

(33)

Reversal of reserve

(32)

-

-

-

-

32

-

Addition of reserve

-

-

200

100

4,700

(5,000)-

Reversal of reserve

-

(292)

(242)

(54)

-

589

-

Acquisition of treasury
stocks

-

-

-

-

-

-

-

Disposal of treasury stocks

-

-

-

-

-

(15)

(15)

(Net) Changes in items
other than shareholders’equity during this term

-

-

-

-

-

-

-

Total changes during this
term

(32)

(292)

(42)

45

4,700

(4,104)

273

Balance as of Dec. 31, 2006

30

418

444

265

119,1886,010

126,357

Changes during this term

Note 2:Amounts less than one million yen are omitted.

- 10 -

Reference Materials for the General Meeting of Shareholders
Proposals and Reference Materials
Proposal No. 1: The appropriation of retained earnings
The proposal for appropriation of retained earnings is as described below.
1. Year-end dividends
Taking into account our business results for the fiscal year under review and our future businessenvironment, we propose to pay year-end dividends to shareholders as follows:(1) Type of distributed assets
Cash(2) Allotment of distributed assets and the total amount
We propose to pay 22 yen per share of the Company’s common stock.
In this case, the dividends will total 2,336,243,778 yen.
As a result, annual dividends will be 42 yen per share, including interim dividends, up 2
yen from the previous fiscal year.
(3) Effective date of the distribution of retained earnings
We propose that the effective date of the distribution of retained earnings will be March 26,
2007.
2. Other matters relating to the appropriation of retained earnings(1) Items of retained earnings increased and the amountReserve for community contributions:

300,000,000 yen

Reserves for regional environment preservation: 150,000,000 yen(2) Items of retained earnings decreased and the amount
Retained earnings to be carried forward:

450,000,000 yen

Proposal No. 2: Partial amendments to Articles of Incorporation
1. Reasons for amendments
As the “Corporate Law” (Law No. 86 of 2005), the “Enforcement Regulations of the Corporate
Law” (Ordinance of the Ministry of Justice No. 12 of 2006) and the “Company Calculation
Regulations” (Ordinance of the Ministry of Justice No. 13 of 2006) took effect on May 1, 2006,
we propose to make the necessary changes to the Articles of Incorporation for the following
reasons:- 11 -

(1) In order to limit the rights of shareholders holding shares constituting less than one unit
within a reasonable scope, we propose to establish Article 10 (Rights of Shareholders
Holding Shares Constituting Less Than One Unit) in the revised Articles of Incorporation.
(2) In convening a general meeting of shareholders, aiming to enable a disclosure of Reference
Materials, etc. for the General Meeting of Shareholders over the Internet, and enhance
convenience for shareholders, we propose to establish Article 17 (Internet Disclosure ofReference Materials or Other Items for General Meeting of Shareholders and Deemed
Provision) in the revised Articles of Incorporation.
(3) In order to set the number of proxies who exercise voting rights of a shareholder to one as
before, we propose to change Article 15 of the existing Articles of Incorporation.
(4) In order for the Board of Directors to take flexible measures in case of urgency and inaccordance with the contents of the agenda, we propose to establish Article 25 (Omission of
Resolution of the Board of Directors) in the revised Articles of Incorporation.
(5) In order that Outside Directors and Outside Corporate Auditors can fully play their roles as
expected, and in order to provide an environment that is sufficiently attractive and facilitates
an invitation by the Company of excellent personnel as Outside Directors and Outside
Corporate Auditors, we propose to establish Article 27 (Release of Liability of Directors)
and Article 35 (Release of Liability of Corporate Auditors) in the revised Articles ofIncorporation.

Each Corporate Auditor has given his/her consent to the submission to this

General Meeting of Shareholders for approval of a proposal intended to make it possible for
the Company to enter into contracts with Outside Directors in order to limit the liability ofsuch Directors.
(6) In addition to the above items, we propose to make any necessary changes across the board,
including addition, deletion, modification, and moving of the provisions required for a
joint-stock company pursuant to the Corporate Law.
In accordance with the interim measures stipulated in the “Law Regarding the Development ofLaws Related to the Enforcement of the Corporate Law” (Law No. 87 of 2005), the Company’s
Articles of Incorporation is deemed to have the following provisions as of May 1, 2006:(1) The provision that the Company shall establish the Board of Directors, Corporate Auditors,
the Board of Corporate Auditors, and Accounting Auditors.
(2) The provision that the Company shall issue share certificates.
(3) The provision that the Company shall appoint an administrator of the shareholders’ register.

- 12 -

2. Details of proposed amendments
Details of the proposed amendments are as follows:(Amended portions are underlined.)
Existing Articles of Incorporation
Article 1. Trade Name
The English name of the Company shall be Coca-Cola
West Holdings Company, Limited.

Proposed Amendments
Article 1. Trade Name
The English name of the Company shall be Coca-Cola
West Holdings Company, Limited.

Article 3. Location of Head Office
The head office of the Company shall be located in
Fukuoka City.

Article 3. Location of Head Office
The head office of the Company shall be located in
Fukuoka City.

(Newly established)

Article 4. Organization
The Company shall establish the following organizationsin addition to the general meeting of shareholders and the
Directors.
(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditors

Article 4. Method of Public Notice
Public notices of the Company shall be given by meansof electronic notification. However, if electronic
notification is not available because of an accident orother unavoidable circumstances, notices shall be given
by publishing them in the Nihon Keizai Shimbun.

Article 5. Method of Public Notice
Public notices of the Company shall be given by meansof electronic notification. However, if electronic
notification is not available because of an accident orother unavoidable circumstances, notices shall be given
by publishing them in the Nihon Keizai Shimbun.

CHAPTER II SHARESArticle 5. Total Number of Shares Authorized to Be
IssuedThe total number of shares authorized to be issued by theCompany shall be two hundred seventy million(270,000,000). However, if any shares are retired, thenumber of such retired shares shall be subtracted fromsuch total number.

CHAPTER II SHARESArticle 6. Total Number of Issuable Shares
The total number of shares that the Company may issue
shall be two hundred seventy million (270,000,000).

Article 6. Acquisition of Treasury Stocks
The Company may, by a resolution of the Board of
Directors, purchase its treasury stocks pursuant to theprovisions of Article 211-3, Paragraph 1, Item 2 of theCommercial Code.

Article 7. Acquisition of Treasury Stocks
The Company may, by a resolution of the Board of
Directors, purchase its treasury stocks throughtransactions in the market, etc., pursuant to theprovisions of Article 165, Paragraph 2 of the Corporate
Law.

(Newly established)

Article 8. Issuance of Share Certificates
The Company shall issue share certificates for its shares.

Article 7. Number of Shares Constituting One Unit andNon-issuance of Share Certificate for Shares Less Than
One Unit
1. The number of shares constituting one unit of stock

Article 9. Number of Shares Constituting One Unit andNon-issuance of Share Certificate for Shares Less Than
One Unit
1. The number of shares constituting one unit of stock- 13 -

2.

Existing Articles of Incorporationof the Company shall be hundred (100).
The Company shall not issue any share certificatethat indicates the number of shares constituting lessthan one unit.

2.

Proposed Amendmentsof the Company shall be hundred (100).
The Company may choose not to issue sharecertificates for shares constituting less than one unit.

(Newly established)

Article 10. Rights of Shareholders Holding Shares
Constituting Less Than One Unit
Shareholders (hereinafter, including beneficial
shareholders) of the Company shall not be allowed toexercise any rights in respect of the shares constituting
less than one unit held by them, except for the following
rights:(1) Rights provided for in each item of Article 189,
Paragraph 2 of the Corporate Law;
(2) Rights to make a request in accordance with Article
166, Paragraph 1 of the Corporate Law;
(3) Rights to receive the allotment of offered shares andoffered stock acquisition rights, in proportion to thenumber of shares held by the shareholder; and(4) Rights to make a request that is provided for in
Article 11.

Article 8. Additional Purchase of Shares Constituting
Less Than One Unit
Any shareholder holding shares less than one unit of theCompany (hereinafter, including beneficial shareholders
recorded in the beneficial shareholders’ register) may,pursuant to the Share Handling Regulations, request thesale of the number of shares that will constitute one unit
in total when combined with the shares constituting lessthan one unit.

Article 11. Additional Purchase of Shares Constituting
Less Than One Unit
Any shareholder holding shares less than one unit of theCompany may, pursuant to the Share Handling
Regulations, request the sale of the number of shares thatwill constitute one unit in total when combined with theshares constituting less than one unit.

Article 9. Transfer Agent
1. The Company shall appoint a transfer agent for its
shares.
2. The stock transfer agent and its business office shallbe selected by resolution of the Board of Directors.

Article 12. Administrator of Shareholders’ Register
1. The Company shall appoint an administrator ofshareholders’ register.
2. The administrator of shareholders’ register and its
business office shall be selected by resolution of theBoard of Directors.
3. The preparation and retention of the shareholders’register (hereinafter, including the beneficial
shareholders’ register), the register of stockacquisition rights and the register of lost sharecertificates of the Company, and any other clerical
work relating to the shareholders’ register, theregister of stock acquisition rights and the register oflost share certificates shall be entrusted to theadministrator of shareholders’ register, and nothandled by the Company.

3.

The shareholders’ register (hereinafter, including thebeneficial shareholders’ register) and the register oflost share certificates of the Company shall be kept
at the business office of the transfer agent. The
registration of a transfer of shares, entries in theregister of lost share certificates, acceptance ofnotice of beneficial shareholders, purchase andadditional purchase of shares constituting less than
one unit, and any other clerical work relating toshares shall be handled by the transfer agent, andnot by the Company.

Article 10. Share Handling Regulations
The class of share certificates issued by the Company,
the registration of a transfer of shares, entries in the

Article 13. Share Handling Regulations
Handling of shares of the Company, procedures, etc.
relating to the exercise of rights by shareholders and- 14 -

Existing Articles of Incorporation
register of lost share certificates, acceptance of notice ofbeneficial shareholders, purchase and additional purchaseof shares constituting less than one unit, and otherprocedures and commissions relating to shares shall be
subject to the Share Handling Regulations determined by
the Board of Directors.

Proposed Amendments
commissions thereof shall be subject to the Share
Handling Regulations determined by the Board of
Directors, unless otherwise provided for by laws andregulations or these Articles of Incorporation.

(Deleted)

Article 11. Record Date
1. The Company shall regard shareholders who arerecorded in the shareholders’ register as of the endof each accounting period, as the shareholders
entitled to exercise their rights at an ordinary
general meeting of shareholders for that particular
accounting period.
2. In addition to the preceding paragraph, if necessary,
the Company may treat the shareholders or
registered pledgees who are recorded in theshareholders’ register as of a certain date as theshareholders or registered pledgees entitled toexercise their rights, by giving prior public noticepursuant to a resolution of the Board of Directors.
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Article 12. Convocation
An ordinary general meeting of shareholders shall be
convened within three (3) months from the following dayof each accounting period, and an extraordinary general
meeting of shareholders shall be convened whenevernecessary.

CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Article 14. Convocation
An ordinary general meeting of shareholders of theCompany shall be convened within three (3) months
from the day following the end of each business year.

(Newly established)

Article 15. Record Date
The Company shall regard the shareholders holding
voting rights who are recorded in the shareholders’register as of December 31 of each year, as theshareholders entitled to exercise their rights at an
ordinary general meeting of shareholders for thatparticular business year.

Article 13. Person Entitled to Convene Meetings andChairperson
1. A general meeting of shareholders shall be
convened, unless otherwise provided for by laws
and regulations, by the Representative Director in
the order previously determined by the Board of
Directors, who shall preside over such general
meeting.
2. If such Representative Director is prevented from sodoing because of an accident, another Director shallact in his/her place in the order previously
determined by the Board of Directors.

Article 16. Person Entitled to Convene Meetings andChairperson
1. A general meeting of shareholders shall be
convened, unless otherwise provided for by laws
and regulations, by the Representative Director in
the order previously determined by the Board of
Directors, who shall preside over such general
meeting.
2. If such Representative Director is prevented from sodoing because of an accident, another Director shallact in his/her place in the order previously
determined by the Board of Directors.

(Newly established)

Article 17. Internet Disclosure of Reference Materials or- 15 -

Existing Articles of Incorporation

Proposed Amendments
Other Items for General Meeting of Shareholders andDeemed Provision
In convening a general meeting of shareholders, theCompany may be deemed to have provided shareholders
with necessary information that should be described orpresented in reference documents for the general meetingof shareholders, business reports, non-consolidated andconsolidated financial statements (including accounting
audit reports or audit reports on consolidated financial
statements), if they are disclosed over the Internet inaccordance with ordinances of the Ministry of Justice.

Article 14. Method of Resolutions
1. Resolutions of a general meeting of shareholders
shall be adopted by a majority of the voting rights ofshareholders present at the meeting, unlessotherwise provided for by laws and regulations orthese Articles of Incorporation.

Article 18. Method of Resolutions
1. Resolutions of a general meeting of shareholders
shall be adopted by a majority of the voting rights ofshareholders entitled to exercise voting rights whoare present at the meeting, unless otherwise provided
for by laws and regulations or these Articles ofIncorporation.
2. Resolutions of a general meeting of shareholders
provided in Article 309, Paragraph 2 of the
Corporate Law shall be adopted by a vote of
two-thirds (2/3) or more of the voting rights ofshareholders present at the meeting, a quorum forwhich shall be the presence of shareholders with
one-third (1/3) or more of the voting rights
exercisable for such meeting.

2.

Resolutions of a general meeting of shareholders
provided in Article 343 of the Commercial Codeshall be adopted by a vote of two-thirds or more of
the voting rights of shareholders present at themeeting, a quorum for which shall be one-third(1/3) or more of the voting rights held by all
shareholders.

Article 15. Exercise of Voting Rights by Proxy
A shareholder may exercise his/her voting rights byauthorizing another shareholder who holds voting rightsof the Company as his/her proxy. Provided, however, thatthe shareholder or proxy is required to submit to theCompany a document evidencing his/her representation.

Article 19. Exercise of Voting Rights by Proxy
1. A shareholder may exercise his/her voting rights byauthorizing one (1) of the shareholder who holds
voting rights of the Company as his/her proxy.
2. The shareholder or proxy is required to submit to theCompany a document evidencing his/her
representation at every general meeting ofshareholders.

Article 16. Minutes
The summary of the proceedings of a general meeting ofshareholders and the results thereof shall be recorded in
the minutes, which shall bear the names and seals orelectronic signatures of the chairperson and the Directors
present.

(Deleted)

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 17. Number
The Company shall not have more than fifteen (15)Directors.

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 20. Number
The Company shall not have more than fifteen (15)Directors.

Article 18. Election
1. Directors shall be elected at a general meeting ofshareholders.

Article 21. Election
1. Directors shall be elected at a general meeting ofshareholders.

- 16 -

2.

3.

Existing Articles of Incorporation
Resolution for election of Directors shall be adopted
by a majority of voting rights of shareholders
present at the meeting, a quorum for which shall be
one-third or more of the voting rights held by all
shareholders.
Resolution for election of Directors shall not bemade by cumulative voting.

2.

3.

Proposed Amendments
Resolution for election of Directors shall be adopted
by a majority of voting rights of shareholders
present at the meeting, a quorum for which shall be
the presence of shareholders with one-third (1/3) ormore of the voting rights exercisable for suchmeeting.
Resolution for election of Directors shall not bemade by cumulative voting.

Article 19. Term of Office
The Term of Office of a Director shall expire at theconclusion of the ordinary meeting of shareholders forthe last accounting period ending within one (1) year
from his/her assumption of office.

Article 22. Term of Office
The Term of Office of a Director shall expire at theconclusion of the ordinary meeting of shareholders forthe last business year ending within one (1) year from
his/her election.

Article 20. Representative Directors
Representative Directors shall be elected by resolution of
the Board of Directors.

Article 23. Representative Directors
Representative Directors shall be chosen by resolution of
the Board of Directors.

Article 21. Convocation of the Board of Directors
A notice for convening a meeting of the Board of
Directors shall be sent to each Director and Corporate
Auditor at least three (3) days prior to the date of suchmeeting. However, such period may be shortened inemergencies.

Article 24. Convocation of the Board of Directors
A notice for convening a meeting of the Board of
Directors shall be sent to each Director and Corporate
Auditor at least three (3) days prior to the date of suchmeeting. However, such period may be shortened inemergencies.

(Newly established)

Article 25. Omission of Resolution of the Board of
Directors
If the requirements under Article 370 of the Corporate
Law are fulfilled, the Company shall deem that a
resolution of the Board of Directors has been adopted.

Article 22. Regulations of the Board of Directors
Matters relating to the Board of Directors shall begoverned by the Regulations of the Board of Directors
determined by the Board of Directors as well as by theprovisions separately stipulated in laws and regulationsor these Articles of Incorporation.

Article 26. Regulations of the Board of Directors
Matters relating to the Board of Directors shall begoverned by the Regulations of the Board of Directors
determined by the Board of Directors, unless otherwise
provided for by laws and regulations or these Articles ofIncorporation.
(Deleted)

Article 23. Compensation
Compensation for Directors shall be determined byresolution of a general meeting of shareholders.
(Newly established)

Article 24. Advisers and Consultants

Article 27. Release of Liability of Directors
In accordance with Article 427, Paragraph 1 of the
Corporate Law, the Company may enter into contracts
with Outside Directors in order to limit the liability ofsuch Directors for damage caused by neglecting theirduties. However, the total maximum liability under suchcontracts shall be limited to the extent of the total
minimum liability stipulated in laws and regulations.
Article 28. Advisers and Consultants- 17 -

Existing Articles of Incorporation
The Company may appoint a number of advisers andconsultants by resolution of the Board of Directors.

Proposed Amendments
The Company may appoint a number of advisers andconsultants by resolution of the Board of Directors.

CHAPTER V CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Article 25. Number
The Company shall not have more than seven (7)Corporate Auditors.

CHAPTER V CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Article 29. Number
The Company shall not have more than seven (7)Corporate Auditors.

Article 26. Election
1. Corporate Auditors shall be elected at a general
meeting of shareholders.
2. Resolution for election of Corporate Auditors shallbe adopted by a majority of voting rights ofshareholders present at the meeting, a quorum forwhich shall be one-third (1/3) or more of the voting
rights held by all shareholders.

Article 30. Election
1. Corporate Auditors shall be elected at a general
meeting of shareholders.
2. Resolution for election of Corporate Auditors shallbe adopted by a majority of voting rights ofshareholders present at the meeting, a quorum forwhich shall be the presence of shareholders with
one-third (1/3) or more of the voting rights
exercisable for such meeting.

Article 27. Term of Office
1. The term of office of a Corporate Auditor shall
expire at the conclusion of the ordinary meeting ofshareholders for the last accounting period ending
within four (4) years from his/her assumption of
office.
2. The term of office of a Corporate Auditor elected tofill a vacancy shall be until the term of office of theretired Corporate Auditor expires.

Article 31. Term of Office
1. The term of office of a Corporate Auditor shall
expire at the conclusion of the ordinary meeting ofshareholders for the last business year ending withinfour (4) years from his/her election.

Article 28. Full-time Corporate Auditors and Standing
Corporate Auditors
Corporate Auditors shall elect full-time Corporate
Auditors by mutual vote. Corporate Auditors may
separately determine standing Corporate Auditors bymutual vote.

Article 32. Full-time Corporate Auditors and Standing
Corporate Auditors
The Board of Corporate Auditors shall elect full-time
Corporate Auditors by its resolution. The Board of
Corporate Auditors may separately elect standing
Corporate Auditors by its resolution.

Article 29. Convocation of the Board of Corporate
Auditors
A notice for convening a meeting of the Board of
Corporate Auditors shall be sent to each Corporate
Auditor at least three (3) days prior to the date of suchmeeting. However, such period may be shortened inemergencies.

Article 33. Convocation of the Board of Corporate
Auditors
A notice for convening a meeting of the Board of
Corporate Auditors shall be sent to each Corporate
Auditor at least three (3) days prior to the date of suchmeeting. However, such period may be shortened inemergencies.

Article 30. Regulations of the Board of Corporate
Auditors
Matters relating to the Board of Corporate Auditors shallbe governed by the Regulations of the Board of
Corporate Auditors determined by the Board of
Corporate Auditors as well as provisions separately
stipulated in laws and regulations or the Articles ofIncorporation.

Article 34. Regulations of the Board of Corporate
Auditors
Matters relating to the Board of Corporate Auditors shallbe governed by the Regulations of the Board of
Corporate Auditors determined by the Board of
Corporate Auditors, unless otherwise provided for bylaws and regulations or these Articles of Incorporation.

2.

- 18 -The term of office of a Corporate Auditor elected tofill a vacancy shall be until the term of office of theretired Corporate Auditor expires.

Existing Articles of Incorporation
Article 31. Compensation
Compensation for Corporate Auditors shall be
determined by resolution of a general meeting ofshareholders.

Proposed Amendments(Deleted)(Newly established)

Article 35. Release of Liability of Corporate Auditors
In accordance with Article 427, Paragraph 1 of the
Corporate Law, the Company may enter into contracts
with Outside Corporate Auditors in order to limit theliability of such Corporate Auditors for damage causedby neglecting their duties. However, the total maximum
liability under such contracts shall be to the extent of thetotal minimum liability stipulated in laws andregulations.

CHAPTER VI ACCOUNTS
Article 32. Fiscal YearThe fiscal year of the Company shall be from January 1
to December 31 of each year, and the accounts of theCompany shall be closed at the end of the fiscal year.

CHAPTER VI ACCOUNTS
Article 36. Business YearThe business year of the Company shall be from January
1 to December 31 of each year.

Article 33. Dividends
Dividends shall be paid to the shareholders or registeredpledgees who are recorded in the shareholders’ register
as of the end of each accounting period.

Article 37. Distribution of Retained Earnings
1. By resolution of a general meeting of shareholders,the Company may pay year-end dividends toshareholders or registered pledgees who arerecorded in the shareholders’ register as ofDecember 31 of each year.

Article 34. Interim Dividends
By resolution of the Board of Directors, the Company
may make a cash distribution (hereinafter interim
dividends) in accordance with the provisions of Article
293-5 of the Commercial Code to the shareholders or
registered pledgees who are recorded in the shareholders’register as of June 30 of each year.

2.

By resolution of the Board of Directors, theCompany may pay interim dividends to theshareholders or registered pledgees who arerecorded in the shareholders’ register as of June 30
of each year.

Article 35. Period of Limitation of Dividends, etc.
1. The Company shall be exempted from theobligation of the payment of dividends and interim
dividends if they have not been received after thelapse of three (3) years from the date ofcommencement of such payment.
2. No interest shall accrue on outstanding dividends
described in the preceding paragraph.

Article 38. Period of Limitation of Dividends, etc.
1. The Company shall be exempted from theobligation of the payment of year-end dividends andinterim dividends if they have not been received
after the lapse of three (3) years from the date ofcommencement of such payment.
2. No interest shall accrue on outstanding dividends
described in the preceding paragraph.

Supplementary Provision 2
Notwithstanding the provisions of Article 19 hereof, theterm of office of those Directors who were elected at the
47th Ordinary General Meeting of Shareholders of theCompany held on March 24, 2005 shall expire at theconclusion of the 49th Ordinary General Meeting of
Shareholders of the Company. This Supplementary
Provision 2 shall be deleted concurrently upon

(Deleted)- 19 -

Existing Articles of Incorporation
conclusion of the 49th Ordinary General Meeting of
Shareholders of the Company.

Proposed Amendments- 20 -

Proposal No. 3: Election of eight (8) Directors
As the terms of office of all seven (7) Directors will expire at the close of this General Meetingof Shareholders, we propose that one Director be increased and eight (8) Directors be elected,
taking into account the capital tie-up with Minami Kyushu Coca-Cola Bottling Co., Ltd.
The candidates for Directors are as follows:
No.

Name
(Date of Birth)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1967
March 1991
March 1995
August 1997
March 1999

1

Norio Sueyoshi(February 18,
1945)

March 2001

October 2001

March 2002

July 2006
April 1968
March 1997
March 1999
March 2001
April 2003
2

Tadatsugu
Harada(September 4,
1945)

March 2005

July 2006
March 2007

Joined COCA-COLA WEST HOLDINGS CO., LTD.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
Managing Director, COCA-COLA WEST HOLDINGS
CO., LTD.
Senior Managing Director, COCA-COLA WESTHOLDINGS CO., LTD.
Executive Vice President, COCA-COLA WESTHOLDINGS CO., LTD.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
Vice President, COCA-COLA WEST HOLDINGS CO.,LTD.
Representative Director of Specified Nonprofit
Corporation Ichimura Kyushu School of Nature(incumbent)
Representative Director, COCA-COLA WESTHOLDINGS CO., LTD. (incumbent)
President & CEO, COCA-COLA WEST HOLDINGS
CO., LTD.
CEO, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Joined COCA-COLA WEST HOLDINGS CO., LTD.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
Corporate Officer, COCA-COLA WEST HOLDINGS
CO., LTD.
Associate Senior Corporate Executive Officer,
COCA-COLA WEST HOLDINGS CO., LTD.
Senior Corporate Executive Officer, COCA-COLA
WEST HOLDINGS CO., LTD.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Vice President, COCA-COLA WEST HOLDINGS CO.,LTD.
Director, Coca-Cola West Japan Co., Ltd.
Vice President, Coca-Cola West Japan Co., Ltd.
Representative Director, Coca-Cola West Japan Co.,
Ltd. (incumbent)
President, Coca-Cola West Japan Co., Ltd.
(incumbent)- 21 -

No. ofCompany
Stocks Owned

14,464

6,241

No.

Name
(Date of Birth)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1967
January 1995
June 1997
March 1999
July 1999

3

Koichi Morii(February 11,
1945)

March 2001
March 2005

July 2006

March 1969
March 2000
March 2004
March 2006

4

Tamio
Yoshimatsu(February 10,
1947)

July 2006

March 2007

April 1973
January 2001
5

Shigeki Ota(February 27,
1950)

March 2002
March 2004
March 2006

Joined Nippon Reizo Co. (present Nichirei Corp.)
Director & President, Nichirei Foods America, Inc.
Director, Nichirei Corp.
President, Nichirei Foods, Inc.
Senior Corporate Executive Officer, Sanyo Coca-Cola
Bottling Co., Ltd.
Senior Corporate Executive Officer, COCA-COLA
WEST HOLDINGS CO., LTD.
Representative Director & President, Sanyo Coca-Cola
Sales Co., Ltd.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Executive Vice President, COCA-COLA WESTHOLDINGS CO., LTD.
Director, Coca-Cola West Japan Co., Ltd. (incumbent)
Executive Vice President, Coca-Cola West Japan Co.,
Ltd. (incumbent)
Joined Kinki Coca-Cola Bottling Co., Ltd.
Director, Kinki Coca-Cola Bottling Co., Ltd.
Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
Senior Managing Director, Kinki Coca-Cola BottlingCo., Ltd.
Executive Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
Director, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Executive Corporate Officer, COCA-COLA WESTHOLDINGS CO., LTD. (incumbent)
CMO, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Representative Director, Kinki Coca-Cola Bottling Co.,
Ltd. (incumbent)
President, Kinki Coca-Cola Bottling Co., Ltd.
(incumbent)
Joined Kirin Brewery Co., Ltd.
Vice President, International Beer Company of Kirin
Brewery Co., Ltd.
Director, San Miguel Corp.
Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
(incumbent)
Senior Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd. (incumbent)- 22 -

No. ofCompany
Stocks Owned

3,430

1,588

451

Name
(Date of Birth)No.

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1966
May 1984
June 1992
April 1993
June 1994
April 1996
March 2005

Masamitsu
Sakurai(January 8,
1942)

6

June 2005

July 2006

April 1977
April 1989

May 1994
Masahiko
Uotani(June 2, 1954)

7

April 1999
October 2001
March 2003
August 2006
Dec. 1969
March 1989
Feb. 1992

Kokichi
Honbo(May 9, 1940)

8

Dec. 1995
March 1999
March 2002
March 2003

Joined Ricoh Co., Ltd.
Director & President, Ricoh UK Products Ltd.
Director, Ricoh Co., Ltd.
Director & President, Ricoh Europe B.V.
Managing Director, Ricoh Co., Ltd.
Representative Director & President, Ricoh Co., Ltd.
Representative Director, COCA-COLA WESTHOLDINGS CO., LTD.
Chairman, COCA-COLA WEST HOLDINGS CO.,LTD.
Representative Director, Ricoh Co., Ltd. (incumbent)
President & Corporate Executive Officer, Ricoh Co.,
Ltd. (planned to assume Chairman of the Board as ofApril 1, 2007)
Director, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Representative Director, Coca-Cola West Japan Co.,
Ltd. (planned to resign as of March 23, 2007)
Chairman, Coca-Cola West Japan Co., Ltd. (planned
to resign as of March 23, 2007)
Joined The Lion Dentifrice Co., Ltd. (present Lion
Corp.)
Vice President & Representative Director, Jacobs
Suchard Japan Co., Ltd. (present Kraft Suchard Japan
K.K.)
Executive Vice President & Director, Coca-Cola (Japan)
Co., Ltd.
Senior Vice President & Director, Coca-Cola (Japan)
Co., Ltd
President & Representative Director, Coca-Cola (Japan)
Co., Ltd
Director, COCA-COLA WEST HOLDINGS CO., LTD.
(incumbent)
Chairman & Representative Director, Coca-Cola(Japan) Co., Ltd. (incumbent)
Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Managing Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
Senior Managing Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
Vice President & Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
Vice President & Representative Director, Minami
Kyushu Coca-Cola Bottling Co., Ltd.
President and Representative Director, Minami Kyushu
Coca-Cola Bottling Co., Ltd. (incumbent)

No. ofCompany
Stocks Owned

-

-

1,551

Notes:
1.

Special interest relationships between the Company and candidates for Directors are as follows:(1) Norio Sueyoshi, a candidate for Director, concurrently serves as Representative Director of Specified- 23 -

Nonprofit Corporation Ichimura Kyushu School of Nature, and the Company disburses operating expenses,
etc. to the said corporation as expenses for contribution to the regional community.
(2) Masahiko Uotani, a candidate for Director, is Chairman & Representative Director, Coca-Cola (Japan) Co.,
Ltd., which has signed contracts with the Company for the production and sales of Coca-Cola, etc., the useof trademark, and other matters. In addition, Coca-cola (Japan) has business relations with the Company
regarding receipt, etc. of sales promotion rebates.
(3) Kokichi Honbo, a candidate for Director, is President & Representative Director, Minami Kyushu
Coca-Cola Bottling Co., Ltd., which has signed contracts with the Company for the procurement and salesof Coca-Cola, etc.
(4) There is no special interest between the Company and the other candidates for Directors.
2.

Masahiko Uotani and Kokichi Honbo are candidates for Outside Directors.

- 24 -

Proposal No. 4: Election of one (1) Corporate Auditor
As the term of office of Corporate Auditor Isanari Ouchida will expire at the close of this
General Meeting of Shareholders, we propose that one (1) Corporate Auditor be elected as his
replacement.
We have obtained the consent of the Board of Corporate Auditors in connection with this
proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of Birth)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1968

Katsumi Sasaki(April 20, 1945)

June 1995
June 2000
June 2002

June 2006

Joined Nishi-Nippon Sogo Bank, Ltd. (present The
Nishi-Nippon City Bank, Ltd.)
Director, Nishi-Nippon Bank, Ltd.
Managing Director, Nishi-Nippon Bank, Ltd.
Representative Director, Nishi-Nippon Bank, Ltd.
(incumbent)
Senior Managing Director, Nishi-Nippon Bank, Ltd.
Deputy President, The Nishi-Nippon City Bank, Ltd.
(incumbent)

Notes:
1.

There is no special interest between the Company and the candidate for Corporate Auditor.

2.

Katsumi Sasaki is a candidate for Outside Corporate Auditor.

- 25 -

No. ofCompany
Stocks Owned-