(Translation)
Securities code: 2579
March 1, 2016

NOTICE OF THE 58th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 58th Ordinary General Meeting of Shareholders of
Coca-Cola West Company, Limited (the “Company”), which will be held as describedhereunder.
If you are unable to attend the meeting, you may exercise your voting rights either by writing or
via the Internet. Please review the attached Reference Materials for General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., March 22 (Tuesday), 2016.
Sincerely yours,
Tamio Yoshimatsu
Representative Director & President

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 (Wednesday), 2016
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 and consolidated financial statements for the 58th
fiscal term (January 1 to December 31, 2015); and audit reports ofconsolidated financial statements by Accounting Auditors and the
Audit & Supervisory Board
Non-consolidated financial statements for the 58th fiscal term
(January 1 to December 31, 2015)

Appropriation of surplus
Partial amendments to Articles of Incorporation
Election of ten (10) Directors (excluding Directors Serving on the Audit
and Supervisory Committee)
Election of five (5) Directors Serving on the Audit and Supervisory
Committee-1-Proposal No. 5
Proposal No. 6

Determination of Amounts of Remuneration for Directors (excluding
Directors Serving on the Audit and Supervisory Committee)
Determination of Amounts of Remuneration for Directors Servingon the Audit and Supervisory Committee

4. Matters Related to the Exercise of Voting Rights(1) Exercise of voting rights by writing
Please indicate whether you approve or disapprove of each proposal on the proxy voting
form enclosed herewith and return it to us by 5:30 p.m., March 22 (Tuesday), 2016.
(2) Exercise of voting rights via the Internet
If you prefer to exercise your voting rights via the Internet, please review the“Procedures for the Exercise of Voting Rights via the Internet” on page 3 and exercise
your voting rights by 5:30 p.m., March 22 (Tuesday), 2016.
(3) Handling of duplicated voting(i) If you exercise your voting rights twice, both by writing and via the Internet, thevoting via the Internet shall prevail.
(ii) In case of multiple voting via the Internet or both by personal computer and mobile
phone, the last voting shall prevail.

Notes:
1. Attendees are requested to submit the proxy voting form enclosed herewith 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 General Meeting of Shareholders,we will notify you through the Company’s website (http://www.ccwest.co.jp).
[This is a partial 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-

Procedures for the Exercise of Voting Rights via the Internet
If you prefer to exercise your voting rights via the Internet, please accept the following conditions before
exercising your rights.
1. Shareholders exercising their voting rights via the Internet can only do so via the website designated by
the Company (shown below). They can also exercise their voting rights online by mobile phone.
(Website URL for the exercise of voting rights) http://www.web54.net
2. If you are exercising your voting rights via the Internet, please enter the code and the password for the
exercise of voting rights indicated on the proxy voting form enclosed herewith and follow the
instructions on the screen to register whether you approve or disapprove of each proposal.
3. Connection fees payable to the providers and communication expenses payable to telecommunication
carriers (including telephone charges) when accessing the website for the exercise of voting rights will
be borne by the shareholders.
End

System Environment for the Exercise of Voting Rights via the Internet
The following system environment is required for the use of the website to exercise voting rights.
1) Access to the Internet
2) If you are to exercise voting rights using your personal computer, Microsoft® Internet Explorer 6.0(or above) must be installed as your browser. Any personal computer hardware capable ofsupporting these browsers will be adequate.
3) If you are to exercise voting rights via mobile phone, the device must be capable of 128bit SSL
telecommunications (encrypted communication). (For security reasons, the Company’s designatedwebsite is only configured to support 128bit SSL telecommunications (encrypted communication).
Consequently, certain devices cannot be used. You may also exercise voting rights using thefull-browser function of your mobile phone (including smartphones), although it may not be
possible to access the website depending on the model of your mobile phone).
(Microsoft® is a registered trademark of U.S. Microsoft Corporation in the U.S. and other countries.)

Inquiries about the Exercise of Voting Rights via the Internet
If you have any questions about the exercise of voting rights via the Internet, please call the following
numbers.
Administrator of Shareholders’ Register:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Business Planning Department
Direct Line:(Toll free) 0120-652-031(accessible from 9:00 a.m. to 9:00 p.m.; within Japan only)(Inquiries on matters other than the exercise of voting rights): (Toll free) 0120-782-031(accessible from 9:00 a.m. to 5:00 p.m. excluding Saturdays, Sundays
and Japanese national holidays; within Japan only)

Electronic Voting Platform for Institutional Investors
Management and trust banks or other nominee shareholders (including standing proxies) have the choiceof an alternative method for exercising voting rights for the Company’s General Meeting of Shareholders.
This is the Electronic Voting Platform for Institutional Investors that is operated by Investor
Communications Japan, Inc. (ICJ, Inc.), a joint venture instituted by Tokyo Stock Exchange, Inc., etc. In
order to use this method, however, application to ICJ, Inc. to use this Electronic Voting Platform must be
made in advance.

-3-Consolidated Balance Sheet
As of December 31, 2015

Millions of yen
ASSETS
Current Assets:
Cash and deposits
Trade notes and accounts receivable
Marketable securities
Merchandise and finished goods
Work in progress
Raw materials and supplies
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total Current Assets

49,95530,08630,001
27,735
600
2,305
2,817
14,758(372)
157,888

Fixed 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

33,23021,38130,31363,20469
1,978
150,178

Intangible assets:
Goodwill
Other intangible assets
Total intangible assets

31,762
6,638
38,401

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

22,382
1,512
8,317
(574)
31,637220,217

Total Assets

378,105

Note: Amounts less than one million yen are omitted.

-4-Consolidated Balance Sheet
As of December 31, 2015

Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Current portion of long-term loans payable
Accrued income taxes
Other accounts payable
Provision for sales promotion expenses
Other current liabilities
Total Current Liabilities

19,5322,517
2,112
21,426355
10,06156,006Long-term Liabilities:
Bonds payable
Long-term loans payable
Deferred tax liabilities
Net defined benefit liability
Allowance for directors’ retirement benefits
Other long-term liabilities
Total Long-term Liabilities

50,000
201
3,381
3,375
163
4,099
61,221

Total Liabilities

117,227

NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital
Retained earnings
Treasury stock (at cost)
Total shareholders’ equity
Accumulated other comprehensive income:Net unrealized gains on other marketable securities
Deferred gains (loss) on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Minority interests

15,231109,072
136,851(4,586)
256,569
5,217
(177)
17
(1,132)
3,924
384

Total Net Assets

260,878

Total Liabilities and Net Assets

378,105

Note: Amounts less than one million yen are omitted.

-5-Consolidated Statement of Income

For the fiscal year ended December 31, 2015
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

440,476
216,524
223,951
209,689
14,262Non-operating income:Interest and dividend received
Equity in earnings of affiliates
Other non-operating income
Total non-operating income

423
88
697
1,209

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

416
1,331
1,748
13,723Extraordinary income:
Gains on negative goodwill
Gains on sale of investment securities
Total extraordinary income

8,099
78
8,177

Extraordinary losses:
Impairment loss
Losses on retirement of fixed assets
Losses on withdrawals from the employee pension fundLosses on valuation of investment securities
Total extraordinary losses
Income before income taxes and minority interests
Income taxes
Income taxes deferred
Income before minority interests
Minority interests
Net income

5,191
1,113
289
78
6,672
15,228
3,211
2,028
9,989
18
9,970

Note: Amounts less than one million yen are omitted.

-6-Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2015
(Millions of yen)
Shareholders’ equity
Commonstock

Additional
paid-in
capitalRetainedearnings

Treasury
stock

Total
shareholders’equity15,231109,072

131,355(4,580)251,079

Dividends of surplus--(4,474)-(4,474)

Net income

-

-

9,970

-

9,970

Acquisition of treasury
stock

-

-

-

(6)

(6)

Disposal of treasury stock

-

-

0

0

0

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

-

-

-

-

-

Balance as of Jan. 1, 2015
Changes during this term

Total changes during thisterm
Balance as of Dec. 31, 2015

-

-

5,495

(6)

5,489

15,231109,072

136,851(4,586)

256,569

Accumulated other comprehensive incomeNet
unrealized
gains onothermarketablesecurities

Deferred
gains (loss)
on hedges

Foreigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit plans

3,389

317

16

(1,026)

Dividends of surplus

-

-

-

Net income

-

-

-

Acquisition of treasury
stock

-

-

Disposal of treasury stock

Balance as of Jan. 1, 2015

Total
accumulated
othercomprehensive
incomeMinority
interests

Total net
assets

2,696

374

254,150---(4,474)

-

-

-

9,970

-

-

-

-

(6)

Changes during this term

-

-

-

-

-

-

0

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

1,827

(494)

1

(105)

1,228

9

1,237

Total changes during this
term

1,827

(494)

1

(105)

1,228

9

6,727

Balance as of Dec. 31, 2015

5,217

(177)

17

(1,132)

3,924

384

260,878

Note: Amounts less than one million yen are omitted.

-7-Non-consolidated Balance Sheet
As of December 31, 2015

Millions of yen
ASSETS
Current Assets:
Cash and deposits
Trade notes receivable
Trade accounts receivable
Marketable securities
Merchandise and finished goods
Work in progress
Raw materials and supplies
Prepaid expenses
Deferred tax assets
Short-term loans
Short-term loans to subsidiaries and affiliates
Accrued income
Other current assets
Allowance for doubtful accounts
Total Current Assets

42,14824
27,49930,001
22,656
5
756
4,358
1,369
9
2,883
6,779
378
(102)
138,768

Fixed Assets:
Property, plant and equipment:
Buildings
Structures
Machinery and equipment
VehiclesTools, instruments and fixtures
Sales equipment
Land
Lease assets
Construction in progress
Total property, plant and equipment

25,3742,131
17,556
1,095
995
26,38653,2770
1126,817

Intangible assets:
Leasehold right
Software
Software in progress
Other intangible assets
Total intangible assets

29
5,260
137
33
5,461

Investments and other assets:
Investment securities
Stocks of subsidiaries and affiliates
Long-term loans
Long-term loans to subsidiaries and affiliates
Claims provable in bankruptcy, claims provable in rehabilitation and other
Long-term prepaid expenses
Prepaid annuity expense
Other assets
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

16,462
62,035
27
2,430
165
3,304
1,198
1,505
(398)
86,731
219,010

Total Assets

357,778

Note: Amounts less than one million yen are omitted.

-8-Non-consolidated Balance Sheet
As of December 31, 2015

Millions of yen
LIABILITIESCurrent Liabilities:
Trade accounts payable
Other accounts payable
Accrued expenses
Accrued income taxes
Money entrusted
Other current liabilities
Total Current Liabilities

16,41421,304900
323
14,827
1,412
55,182Long-term Liabilities:
Bonds payable
Deferred tax liabilities
Allowance for employees’ retirement benefits
Assets retirement obligation
Other long-term liabilities
Total Long-term Liabilities

50,000
3,677
416
869
1,033
55,996

Total Liabilities

111,178

NET 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
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Treasury stock (at cost)
Total shareholders’ equity
Valuation and translation adjustments:
Net unrealized gains on other marketable securities
Total valuation and translation adjustments

15,231
108,166
108,166
3,316
3
667
735
108,388
9,421
119,215
122,532(4,586)
241,344
5,255
5,255

Total Net Assets

246,599

Total Liabilities and Net Assets

357,778

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Income

For the fiscal year ended December 31, 2015
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

370,510203,356
167,154
159,284
7,869

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

3,584
476
4,061

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

392
846
1,239
10,692Extraordinary income:Compensation income
Gains on sale of investment securities
Total extraordinary income

419
78
498

Extraordinary losses:
Losses on retirement of fixed assets
Loss on valuation of shares of subsidiaries and associates
Losses on valuation of investment securities
Impairment loss
Total extraordinary losses
Income before income taxes
Income taxes
Income taxes deferred
Net income
Note: Amounts less than one million yen are omitted.

- 10 -

1,099
301
78
40

1,520
9,669
589
2,098
6,981

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2015

(Millions of yen)
Shareholders’ equity

Commonstock

Balance as of Jan. 1, 2015

Valuation andtranslation
adjustments

Additional
paid-in
capitalRetained earnings

CapitalreserveOtherretainedearnings(Note 1)

Total
retainedearnings

Legalreserve

Treasury
stock

Total
shareholders’equityNet unrealized
gains
on othermarketablesecurities

Total net
assets

15,231

108,166

3,316

116,708

120,025(4,580)238,8433,386

242,229

Dividends of surplus

-

-

-

(4,474)(4,474)-(4,474)-(4,474)

Net income

-

-

-

6,981

6,981

-

6,981

-

6,981

Reversal of reserves

-

-

-

-

-

-

-

-

-

Savings of provisions

-

-

-

-

-

-

-

-

-

Reversal of provisions

-

-

-

-

-

-

-

-

-

Acquisition of treasury
stock

-

-

-

-

-

(6)

(6)

-

(6)

Disposal of treasury stock

-

-

-

0

0

0

0

-

0

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

-

-

-

-

-

-

-

1,869

1,869

Changes during this term

Total changes during thisterm
Balance as of Dec. 31, 2015

-

-

-

2,506

2,506

(6)

2,500

1,869

4,370

15,231

108,166

3,316

119,215

122,532(4,586)

241,344

5,255

246,599

Note 1: Breakdown of other retained earnings(Millions of yen)
Other retained earnings
Generalreserve

Retainedearnings to
be carriedforward

Total otherretainedearnings

581

112,6882,619

116,708---(4,474)(4,474)

-

-

-

6,981

6,981

-

-

-

-

1

-

-

75

890

-

-

(966)

-

Reversal of provisions

-

(14)

(363)

(581)

(4,300)5,260-

Acquisition of treasury
stock

-

-

-

-

-

-

-

Disposal of treasury stock

-

-

-

-

-

0

0

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

-

-

-

-

-

-

-

Total changes during this
term

(1)

60

526

(581)

(4,300)

6,802

2,506

Balance as of Dec. 31, 2015

3

667

735

-

108,388

9,421

119,215

Reserve for
specialdepreciation

Reserve foradvanceddepreciation

Reserve forcommunity
contributions

4

606

208

Dividends of surplus--

Net income--

Reversal of reserves(1)

Savings of provisions

Balance as of Jan. 1, 2015

Reserve forregional
environmental
preservation

Changes during this term

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

- 11 -

Reference Materials for General Meeting of Shareholders
Proposal No. 1: Appropriation of surplus
Generally taking into account our business results for the fiscal year under review and our futurebusiness environment, we propose the appropriation of surplus as described below.
1. Year-end dividends(1) Type of assets to be distributedCash(2) Allotment of assets to be distributed and the total amount
We propose to pay 21 yen per share of the Company’s common stock.
In this case, the dividends will total 2,291,914,863 yen.
As a result, annual dividends will be 41 yen per share, including interim dividends.
(3) Effective date of the dividends of surplus
We propose March 24, 2016 as the effective date of the dividends of surplus.
2. Other matters relating to the appropriation of surplus(1) Items of surplus to increase and the amount
General reserve:

2,000,000,000 yen(2) Items of surplus to decrease and the amount
Retained earnings to be carried forward:- 12 -

2,000,000,000 yen

Proposal No. 2: Partial amendments to Articles of Incorporation
1. Reasons for amendments(1) According to the “Act for Partial Amendment of the Companies Act” (Act No. 90 of 2014),
which was promulgated on May 1, 2015 (hereafter, “Revised Companies Act”), it is now
possible for the Company to make a transition to a “Company with Audit and Supervisory
Committee” in which the Audit and Supervisory Committee is made up of a majority of
Outside Directors. The Company wishes to make the transition to a Company with Audit
and Supervisory Committee to create a more thorough corporate governance structure bystrengthening the auditing and oversight functions of the Board of Directors, to increase
management soundness and efficiency by facilitating prompt decision making and execution
through the delegation of authority, and to further increase corporate value. Based on thisdirective, the creation of new regulations relating to the Audit and Supervisory Committee
and the Directors serving on the Audit and Supervisory Committee, the deletion ofregulations relating to the Audit & Supervisory Board Members and Audit & Supervisory
Board, and all other necessary changes for the transition to a Company with Audit andSupervisory Committee are to be conducted.
(2) According to the Revised Companies Act, the scope of Directors for which a limited
liability agreement can be concluded was changed to Directors without executive authority
over operations, and due to this change, the Company plans to change the target of limited
liability agreements to allow not only Outside Directors, but also useful personnel to bebrought on as Directors. Furthermore, we have received the agreement from all Audit &Supervisory Board Members regarding the change in these regulations.
(3) In addition to the above, the Company plans to change the numbering of articles, etc. toreflect the each of the aforementioned changes.
2. Details of proposed amendments
Details of the proposed amendments are as follows. The proposed amendments to the
Articles of Incorporation may only take effect at the conclusion of this General Meeting of
Shareholders.
Existing Articles of Incorporation
CHAPTER I GENERAL
Article 1. to 3. (Omitted)
Article 4. Organization
The Company shall establish the following
organizations in addition to the general meeting ofshareholders and the Directors.
(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditors
Article 5. (Omitted)
CHAPTER II SHARESArticle 6. to 12. (Omitted)
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Article 13. to 19. (Omitted)(Amended portions are underlined.)
Proposed Amendments
CHAPTER I GENERAL
Article 1. to 3. (Same as at present)
Article 4. Organization
The Company shall establish the following
organizations in addition to the general meeting ofshareholders and the Directors.
(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditors
Article 5. (Same as at present)
CHAPTER II SHARESArticle 6. to 12. (Same as at present)
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS
Article 13. to 19. (Same as at present)- 13 -

Existing Articles of Incorporation
CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 20. Number
The Company shall not have more than fifteen (15)Directors.
(Newly established)

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

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

(Newly established)(Newly established)

Article 23. Representative Directors
Representative Directors shall be chosen byresolution of the Board of Directors.

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 Audit &Supervisory Board Member at least three (3) days
prior to the date of such meeting. However, such
period may be shortened in emergencies.
Article 25. (Omitted)

Proposed Amendments
CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 20. Number
1. The Company shall not have more than fifteen(15) Directors (excluding directors serving on
the Audit and Supervisory Committee).
2. The Company shall not have more than seven(7) Directors serving on the Audit andSupervisory Committee.
Article 21. Election
1. Directors shall be elected at a general meeting ofshareholders, while making a distinction
between Directors serving on the Audit andSupervisory Committee and other Directors.
2. (Same as at present)
3. (Same as at present)
Article 22. Term of Office
1. The Term of Office of a Director (excluding
directors serving on the Audit and Supervisory
Committee) shall expire at the conclusion of theordinary meeting of shareholders for the lastbusiness year ending within one (1) year from
his/her election.
2. The Term of Office for Directors serving on the
Audit and Supervisory Committee shall expire at
the conclusion of the ordinary meeting ofshareholders for the last business year ending
within two (2) years from his/her election.
3. The Term of Office for Directors who are elected
as substitutes on the Audit and Supervisory
Committee shall be the remaining term of officeof the retiring Director serving on the Audit andSupervisory Committee.
Article 23. Representative Directors
Representative Directors shall be chosen from among
Directors (excluding directors serving on the Audit
and Supervisory Committee) by resolution of theBoard of Directors.
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 at least three(3) days prior to the date of such meeting. However,such period may be shortened in emergencies.
Article 25. (Same as at present)- 14 -

Existing Articles of Incorporation(Newly established)

Article 26. (Omitted)
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 theliability of such Directors for damage caused byneglecting their duties. However, the total maximum
liability under such contracts shall be limited to theextent of the total minimum liability stipulated inlaws and regulations.
Article 28. (Omitted)
CHAPTER V AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT & SUPERVISORY
BOARD(Newly established)(Newly established)(Newly established)

Article 29. Number
The Company shall not have more than seven (7)Audit & Supervisory Board Members.

Proposed Amendments
Article 26. (Delegation of decision regarding
execution of important duties)
In accordance with Article 399-13, Paragraph 6 of theCompanies Act, based on that resolution, the Boardof Directors may delegate all or a portion of decisions
regarding the execution of important duties(excluding the items listed in Paragraph 5 of the same
article) to the Directors.
Article 27. (Same as at present)
Article 28. Release of Liability of Directors
In accordance with Article 427, Paragraph 1 of the
Corporate Law, the Company may enter into
contracts with Directors (excluding directors withexecutive authority over operations, etc.) in order tolimit the liability of such Directors for damage causedby neglecting their duties. However, the total
maximum liability under such contracts shall belimited to the extent of the total minimum liability
stipulated in laws and regulations.
Article 29. (Same as at present)
CHAPTER V AUDIT AND SUPERVISORYCOMMITTEE
Article 30. (Full-Time Directors serving on the Audit
and Supervisory Committee and Standing Directors
serving on the Audit and Supervisory Committee)
The Audit and Supervisory Committee shall electfull-time Directors serving on the Audit andSupervisory Committee by its resolution. The Audit
and Supervisory Committee may separately electStanding Directors serving on the Audit andSupervisory Committee by its resolution.
Article 31. (Convocation of the Audit andSupervisory Committee)
A notice to convene a meeting of the Audit andSupervisory Committee shall be sent to each Director
serving on the Audit and Supervisory Committee atleast three (3) days prior to the date of such meeting.
However, such period may be shortened inemergencies.
Article 32. (Rules regarding meeting of Audit andSupervisory Committee)
Matters relating to the Audit and Supervisory
Committee shall be governed by the Regulations of
the Audit and Supervisory Committee determined by
the Audit and Supervisory Committee, unlessotherwise provided for by laws and regulations orthese Articles of Incorporation.
(Deleted)- 15 -

Existing Articles of Incorporation
Article 30. Election
1. Audit & Supervisory Board Members shall beelected at a general meeting of shareholders.
2. Resolution for election of Audit & Supervisory
Board Members shall be adopted by a majorityof voting rights of shareholders present at themeeting, a quorum for which shall be thepresence of shareholders with one-third (1/3) ormore of the voting rights exercisable for suchmeeting.
Article 31. Term of Office
1. The term of office of an Audit & Supervisory
Board Member shall expire at the conclusion of
the ordinary meeting of shareholders for the lastbusiness year ending within four (4) years from
his/her election.
2. The term of office of an Audit & Supervisory
Board Member elected to fill a vacancy shall be
until the term of office of the retired Audit &Supervisory Board Member expires.
Article 32. Full-time Audit & Supervisory Board
Members and Standing Audit & Supervisory Board
Members
The Board of Audit & Supervisory Board Members
shall elect full-time Audit & Supervisory Board
Members by its resolution. The Board of Audit &Supervisory Board Members may separately electstanding Audit & Supervisory Board Members by its
resolution.
Article 33. Convocation of the Audit & Supervisory
Board
A notice for convening a meeting of the Audit &Supervisory Board shall be sent to each Audit &Supervisory Board Member at least three (3) days
prior to the date of such meeting. However, such
period may be shortened in emergencies.
Article 34. Regulations of the Audit & Supervisory
Board
Matters relating to the Audit & Supervisory Board
shall be governed by the Regulations of the Audit &Supervisory Board determined by the Audit &Supervisory Board, unless otherwise provided for bylaws and regulations or these Articles ofIncorporation.

Proposed Amendments(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)- 16 -

Existing Articles of Incorporation
Article 35. Release of Liability of Audit &Supervisory Boards
In accordance with Article 427, Paragraph 1 of the
Corporate Law, the Company may enter into
contracts with Outside Audit & Supervisory Board
Members in order to limit the liability of such Audit& Supervisory Board Members for damage caused byneglecting their duties. However, the total maximum
liability under such contracts shall be to the extent of
the total minimum liability stipulated in laws andregulations.
CHAPTER VI ACCOUNTS
Article 36. to 38. (Omitted)
Supplementary Provision 1 (Omitted)(Newly established)

Proposed Amendments(Deleted)

CHAPTER VI ACCOUNTS
Article 33. to 35. (Same as at present)
Supplementary Provision 1 (Same as at present)
Supplementary Provision 2(Transitional measures concerning exemption fromliability of Audit & Supervisory Board Members)
Regarding the actions of Outside Audit &Supervisory Board Members prior to the time atwhich the partial amendments to the Articles ofIncorporation were resolved at the 58th Ordinary
General Meeting Of Shareholders convened in March
2016 (including those who were outside Audit &Supervisory Board Members), contracts to limit theliability for damages in accordance with Article 427,
Paragraph 1 of the Companies Act will still be
determined by Article 35 of the Articles ofIncorporation prior to the changes made by the
resolution of the same Ordinary General Meeting of
Shareholders.

- 17 -

Proposal No. 3: Election of ten (10) Directors (excluding Directors Serving on the
Audit and Supervisory Committee)
On the condition that “Proposal No. 2: Partial amendments to Articles of Incorporation” isapproved as originally proposed, the Company will make the transition to a “Company with
Audit and Supervisory Committee,” and all Directors (10) will complete their terms at the endof this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of ten (10) Directors (excluding directors
serving on the Audit and Supervisory Committee).
This proposal may only take effect on the condition that Proposal No. 2 “Partial amendments to
Articles of Incorporation” becomes effective.
The candidates for Directors (excluding directors serving on the Audit and Supervisory
Committee) are as follows:
No.

Name
(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
March
March
March
March

1

1969
2000
2004
2006

No. ofCompany
Shares Owned

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.
Tamio Yoshimatsu
July2006 Director, Coca-Cola West Co., Ltd.
(February 10,
9,860
Executive Corporate Officer, Coca-Cola West Co., Ltd.
1947)
March
2007 Representative Director, Kinki Coca-Cola Bottling Co.,Ltd.
President, Kinki Coca-Cola Bottling Co., Ltd.
January 2009 Executive Vice President, Coca-Cola West Co., Ltd.
March
2009 Representative Director, Coca-Cola West Co., Ltd.
(incumbent)
January 2010 President, Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Tamio Yoshimatsu as a Director because of his track record in the Sales,
Distribution and Management Planning Divisions, based on his considerable experience as the President of a
Coca-Cola bottling company prior to its merger with the Company and as a Director of the Company, andbecause of how he has exercised leadership in his present position as a Senior General Manager of Business of
the Company and Group, to utilize his ability, experience, etc. in the management of the Group.

- 18 -

No.

Name(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
April
March
March
April
January

2

3

1969
1995
1999
2004
2005

No. ofCompany
Shares Owned

Joined Coca-Cola West Co., Ltd.
Director, Coca-Cola West Co., Ltd.
Senior Corporate Officer, Coca-Cola West Co., Ltd.
Executive Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Coca-Cola West Japan Products
Co., Ltd. (present Coca-Cola West Products Co., Ltd.)
President, Coca-Cola West Japan Products Co., Ltd.
(present Coca-Cola West Products Co., Ltd.)
January 2009 Executive Vice President, Coca-Cola West Co., Ltd.
(incumbent)
Nobuo Shibata March2009 Director, Coca-Cola West Co., Ltd.
12,835(November 12, June2012 Outside Director, Kyushu Leasing Service Co., Ltd.
(incumbent)
1946)
March
2015 Representative Director, Coca-Cola West Co., Ltd.
(incumbent)May
2015 Representative Director, Shikoku Coca-Cola BottlingCo., Ltd.
President, Shikoku Coca-Cola Bottling Co., Ltd.
January 2016 Representative Director, Q’SAI CO., LTD. (incumbent)
Chairman, Q’SAI CO., LTD. (incumbent)
March2016 Representative Director, Specified Nonprofit Corporation
Ichimura Kyushu School of Nature (assuming theposition in March 16, 2016)[Reason for the election of the candidate]
The Company requests the election of Nobuo Shibata as a Director because of his track record in the
Administrative Division, based on his considerable experience as the President of a SCM Business Group
Company and as a Director of the Company, and because of how he has exercised leadership in his present
position in the management of the Company and Group, to utilize his ability, experience, etc. in the managementof the Group.
April
1978 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2003 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2007 Managing Director, Minami Kyushu Coca-Cola BottlingCo., Ltd.
January 2008 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Senior Corporate Officer, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
January
2012
President,
Minami Kyushu Coca-Cola Bottling Co., Ltd.
Hideharu
March
2012 Representative Director, Minami Kyushu Coca-Cola
4,536
Takemori
Bottling Co., Ltd.
(August 16, 1954)
Director, Coca-Cola West Co., Ltd. (incumbent)
January 2014 Executive Corporate Officer, Coca-Cola West Co., Ltd.
January 2015 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd. (incumbent)
Representative Director, Coca-Cola West Equipment
Service Co., Ltd. (incumbent)
President, Coca-Cola West Equipment Service Co., Ltd.
(incumbent)[Reason for the election of the candidate]
The Company requests the election of Hideharu Takemori as a Director because of his track record in the Sales,
Administration and Management Planning Divisions, based on his considerable experience as the President of a
Coca-Cola bottling company prior to its merger with the Company and as a Director of the Company, andbecause of how he has exercised leadership in his present position in the management of the Group and as theRepresentative Director of a Sales Business Group Company, to utilize his ability, experience, etc. in the
management of the Group.

- 19 -

No.

Name(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
April
January
January4

5

6

No. ofCompany
Shares Owned

1980 Joined Coca-Cola West Co., Ltd.
2006 Corporate Officer, Coca-Cola West Co., Ltd.
2007 Group Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Nishinihon Beverage Co., Ltd.
President, Nishinihon Beverage Co., Ltd.
March
2009 Director, Shikoku Coca-Cola Bottling Co., Ltd.
July
2010 Managing Director, Shikoku Coca-Cola Bottling Co.,
Toshio Fukami
Ltd.
(March 16,
4,850
March
2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
1956)
March
2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd. (incumbent)
Representative Director, Coca-Cola West Sales Support
Co., Ltd. (incumbent)
President, Coca-Cola West Sales Support Co., Ltd.
(incumbent)[Reason for the election of the candidate]
The Company requests the election of Toshio Fukami as a Director because of his rich track record in the Sales
Division, based on his management experience as the President of a Sales Business Group Company, as the
Director of a Coca-Cola Bottling company prior to its merger with the Company, and as the Director ofCompany, and because of how he has exercised leadership in his present position in the management of theGroup, to utilize his ability, experience, etc. in the management of the Group.
March
1979 Joined Kinki Coca-Cola Bottling Co., Ltd.
April
2008 Corporate Officer, Coca-Cola West Co., Ltd.
January 2010 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd.
Representative Director, Coca-Cola West Equipment
Shigeki Okamoto
Service Co., Ltd.
(November 13,
3,832
President, Coca-Cola West Equipment Service Co., Ltd.
1956)
January 2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Senior General Manager of CSV Division, Coca-Cola
West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Shigeki Okamoto as a Director because of his extensive track record in the
Administrative, CSR, Management Planning, and Sales divisions, based on his management experience as the
President of a Sales Business Group Company and as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.
March1985 Joined Kinki Coca-Cola Bottling Co., Ltd.
January 2010 Corporate Officer, Coca-Cola West Co., Ltd.
Yoshiki Fujiwara January 2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(October 5,(incumbent)
3,119
1962)
March
2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 General Manager of Commercial Headquarters,
Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Yoshiki Fujiwara as a Director because of his extensive track record in theSales Division, based on his management experience as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.

- 20 -

No.

Name(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
April
January
January789No. ofCompany
Shares Owned

1985 Joined Coca-Cola West Co., Ltd.
2010 Corporate Officer, Coca-Cola West Co., Ltd.
2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
Yasunori Koga
2,592
(incumbent)(April 26, 1962)
March
2014 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Senior General Manager of Planning & Finance Division,
Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Yasunori Koga as a Director because of his track record throughout theAdministrative Divisions including the General Affairs, Human Resources, Finance, and Management Planning
Divisions, based on his management experience as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.
April
1992 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2007 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
January 2008 Executive Officer, Minami Kyushu Coca-Cola BottlingCo., Ltd.
March
2011 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Shunichiro
January 2012 Senior Corporate Officer, Minami Kyushu Coca-Cola
Hombo
2,345
Bottling Co., Ltd.
(June 9, 1964)
January 2014 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2014 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 General Manager of Kyushu Sales Division Commercial
Headquarters, Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Shunichiro Hombo as Director because of his extensive track record in theSales Division, based on his management experience as the Director of a Coca-Cola bottling company prior to its
merger with the Company and as a Director of the Company, and because of how he has exercised leadership in
his present position in the management of the Group, to utilize his ability, experience, etc. in the management of
the Group.
April
1976 Joined Ricoh Co., Ltd.
January 1993 Director & President, Ricoh France S. A.
October 2000 Senior Vice President, Ricoh Co., Ltd.
June
2003 Executive Vice President, Ricoh Co., Ltd.
June
2004 Managing Director, Ricoh Co., Ltd.
* Zenji Miura
June
2005 Director, Ricoh Co., Ltd.
(January 5,
Corporate Executive Vice President, Ricoh Co., Ltd.
1950)
March
2008 Audit & Supervisory Board Member, Coca-Cola West
Co., Ltd. (incumbent)
April2011 Representative Director, Ricoh Co., Ltd. (incumbent)
Deputy President, Ricoh Co., Ltd.
April
2013 President, Ricoh Co., Ltd. (incumbent)CEO, Ricoh Co., Ltd. (incumbent)[Reason for the election of the candidate]
Zenji Miura is President and CEO of Ricoh Co., Ltd. The Company requests an election of Zenji Miura as a
Director (Outside Director) in order for him to utilize his considerable experience as the President and CEO of
Ricoh Co., Ltd. for the management of the Company.

- 21 -

Name(Date of Birth)No.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions

No. ofCompany
Shares Owned

May
1988
December 1996
January 1998
August2000
January 2005

Joined Diageo plc (The Pillsbury Company, USA)
CFO, Diageo plc (The Pillsbury Company, Australia)
CFO, Diageo plc (The Pillsbury Company, Asia-Pacific)
Senior Vice President and COO, Source MDx (USA)Managing Director in charge of Asia Pacific, The
Hershey Company (USA)July
2005 Group Manager, Mergers and Acquisitions,
The Coca-Cola Company (USA)June
2006 CFO, Coca-Cola Africa Group, The Coca-Cola Company
Vikas Tiku
May
2009 Executive Vice President and CFO, Coca-Cola (Japan)(July 26, 1965)
Co., Ltd.
June
2009 Representative Director, Executive Vice President and
10
CFO, Coca-Cola (Japan) Co., Ltd.
March2010 Outside Director, Coca-Cola Business Service Co., Ltd.
(present Coca-Cola Integrated Business Systems Co.,
Ltd.)
March
2011 Director, Coca-Cola West Co., Ltd. (incumbent)
February 2015 CFO, Coca-Cola Asia Pacific Group, The Coca-Cola
Company (incumbent)[Reason for the election of the candidate]
The Company requests the election of Vikas Tiku as a Director (Outside Director) because, as CFO of Coca-Cola
Asia Pacific Group, he has global knowledge of the Coca-Cola business which can be utilized in the
management of the Company, and to further enhance strategic partnerships with The Coca-Cola Company andCoca-Cola (Japan) Co., Ltd.
Notes:
1.

The person marked with an asterisk is a candidate for a new Director (excluding directors serving on the Audit
and Supervisory Committee).

2.

Special interest relationships between the Company and candidates for Directors (excluding directors serving on
the Audit and Supervisory Committee) are as follows:(1) Nobuo Shibata will assume the position of Representative Director of Specified Nonprofit Corporation
Ichimura Kyushu School of Nature on March 16, 2016. The Company disburses operating expenses, etc. toSpecified Nonprofit Corporation Ichimura Kyushu School of Nature as expenses for contribution toregional communities.
(2) Zenji Miura is Representative Director, President and CEO of Ricoh Co., Ltd., which is an “associatedcompany” of the Company. However, there are no special interest relationships between the Company andthe candidate.
(3) Vikas Tiku is CFO of Coca-Cola Asia Pacific Group, The Coca-Cola Company. The firm has signed
contracts with the Company for the production and sales of Coca-Cola, etc., the use of trademark, and othermatters.
(4) There are no special interest relationships between the Company and the other candidates for Directors(excluding directors serving on the Audit and Supervisory Committee).

- 22 -

3.

Both Zenji Miura and Vikas Tiku are candidates for Outside Directors.
(1) The reasons why the Company designated them as candidates for Outside Directors are as described in“Reason for the election of the candidate.”(2) The Coca-Cola Company has signed contracts with the Company for the production and sales of Coca-Cola,etc., the use of trademark, and other matters. Consequently, the firm is a major associating party of theCompany, and it is deemed as business concerns with specific relations with the Company. The position andresponsibility of Vikas Tiku in the firm for present and the past five (5) years are as described in “Brief
Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions.”(3) Zenji Miura is an incumbent Outside Audit & Supervisory Board Member of the Company. At theconclusion of this General Meeting of Shareholders, Zenji Miura has assumed the office as Outside Audit &Supervisory Board Member for eight (8) years. Vikas Tiku is an incumbent Outside Director of theCompany. At the conclusion of this General Meeting of Shareholders, Vikas Tiku has assumed the office as
Outside Director for five (5) years.
(4) The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on
which the Company is listed, that Zenji Miura is an “independent director.” The qualification for“independent director” is determined by rules, etc. set by each securities exchange.
(5) The Company has concluded an agreement for limitation of liability with Vikas Tiku, and on the condition
that “Proposal No. 2: Partial amendments to Articles of Incorporation” is approved as originally proposed,
and if Vikas Tiku’s re-election is approved and adopted, said agreement shall remain in effect. Furthermore,
the Company has concluded an agreement for limitation of liability with Zenji Miura, and on the condition
that “Proposal No. 2: Partial amendments to Articles of Incorporation” is approved as originally proposed,
the Company will conclude a new agreement for limited liability with Zenji Miura as a Director (excluding
directors with executive authority over operations, etc.).
The agreement will outline that in cases where the Directors (excluding directors with executive authority
over operations, etc.) have caused damages to the Company due to non-performance of their duties and yet
they are bona fide and there is no gross negligence from them in performing their duties, they shall be liable
for the damages to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies
Act.

- 23 -

Proposal No. 4: Election of five (5) Directors Serving on the Audit and Supervisory
Committee
On the condition that “Proposal No. 2: Partial amendments to Articles of Incorporation” isapproved as originally proposed, the Company will make the transition to a “Company with
Audit and Supervisory Committee.” Therefore, we would like to request the selection of five (5)Directors serving on the Audit and Supervisory Committee.
The Audit & Supervisory Board has already given their consent to this proposal.
This proposal may only take effect on the condition that Proposal No. 2 “Partial amendments to
Articles of Incorporation” becomes effective.
The candidate for Directors serving on the Audit and Supervisory Committee are as follows:
No.

Name
(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
March
March
March

1

No. ofCompany
Shares Owned

1972 Joined Kinki Coca-Cola Bottling Co., Ltd.
2005 Director, Kinki Coca-Cola Bottling Co., Ltd.
2006 Senior Corporate Officer, Kinki Coca-Cola Bottling Co.,
Ltd.
July
2006 Senior Corporate Officer, Coca-Cola West Co., Ltd.
January 2008 Representative Director, Mikasa Coca-Cola Bottling Co.,
* Hiroyoshi
Ltd.
Miyaki
6,288
President, Mikasa Coca-Cola Bottling Co., Ltd.
(March 4, 1950) January 2009 Executive Corporate Officer, Coca-Cola West Co., Ltd.
March
2009 Director, Coca-Cola West Co., Ltd.
March2012 Audit & Supervisory Board Member, Coca-Cola West
Co., Ltd. (full-time)March2013 Standing Audit & Supervisory Board Member, Coca-Cola
West Co., Ltd. (full-time) (incumbent)[Reason for the election of the candidate]
The Company requests the election of Hiroyoshi Miyaki as Director serving on the Audit and Supervisory
Committee because of his track record in the Sales, Distribution and Management Planning Division of theCompany, based on his management experience as a Director at a Coca-Cola bottling company prior to its
merger with the Company and as Director at the Company, and through his auditing experience as an Audit &Supervisory Board Member at the Company, he has a broad, deep level of knowledge and insight on the Group’sbusiness, to utilize his experience, ability, etc. in the management and auditing of the Group.

- 24 -

No.

Name(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
April
April
January
January

1970
2005
2011
2012

No. ofCompany
Shares Owned

Joined Coca-Cola West Co., Ltd.
Corporate Officer, Coca-Cola West Co., Ltd.
Senior Corporate Officer, Coca-Cola West Co., Ltd.
Group Senior Corporate Officer, Coca-Cola West Co.,Ltd.
* Tadanori Taguchi
Senior Corporate Officer, Minami Kyushu Coca-Cola
3,964(December 1, 1951)
Bottling Co., Ltd.
January 2013 Executive Corporate Officer, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
2
March2013 Audit & Supervisory Board Member, Coca-Cola West
Co., Ltd. (full-time) (incumbent)[Reason for the election of the candidate]
The Company requests the election of Tadanori Taguchi as Director serving on the Audit and Supervisory
Committee because, through his track record in Finance and Management Planning Divisions of the Company,
he has considerable experience in both finance and accounting, and through his auditing experience as an Audit& Supervisory Board Member at the Company, he has a broad, deep level of knowledge and insight on theGroup’s business, to utilize his experience, ability, etc. both in the management and auditing of the Group.
April
1975 Registered as lawyer
Joined Sagami Godo Law OfficeJune1983 Joined Hamada & Matsumoto Law Firm (present Mori
Hamada & Matsumoto)* Gotaro Ichiki
April
2000 Deputy Secretary General, Japan Federation of Bar(December 4,
Associations
1949)
April
2014 Head of TOKYO district office, Japan Legal Support
Center (incumbent)
January 2015 Joined Kowa Law Office (incumbent)
March2015 Outside Director, Nippon Denko Co., Ltd. (incumbent)
3 [Reason for the election of the candidate]
The Company requests the election of Gotaro Ichiki as Director serving on the Audit and Supervisory Committee(Outside Director) because of his considerable experience over many years as an expert attorney in the field ofinternational commerce, and because his familiarity with corporate law and thorough knowledge of corporate
governance will allow the rigorous auditing of the Company’s management execution, and because of his
suitability to provide advice on all areas of decision making related to important management decisions and thehandling of expected risks.
Although he does not have experience of being involved in corporate management directly, for both theaforementioned reasons and for his experience as an Outside Director at other companies, the Company believes
that he will appropriately execute his duties as Director serving on the Audit and Supervisory Committee(Outside Director).

- 25 -

Name(Date of Birth)No.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions

No. ofCompany
Shares Owned

April

4

5

1975 Joined Nishi-Nippon Sogo Bank, Ltd. (present The
Nishi-Nippon City Bank, Ltd.)
June
2003 Trustee, The Nishi-Nippon Bank, Ltd. (present The
Nishi-Nippon City Bank, Ltd.)
June
2004 Director, The Nishi-Nippon Bank, Ltd. (present The
Nishi-Nippon City Bank, Ltd.)May
2007 Outside Audit & Supervisory Board Member, Plenus
Company Limited
June2007 Managing Director, The Nishi-Nippon City Bank, Ltd.
June
2009 Senior Managing Director, The Nishi-Nippon City Bank,Ltd.
* Seiji Isoyama
171
June2010 Representative Director, The Nishi-Nippon City Bank,(June 22, 1951)
Ltd. (incumbent)
June
2011 Senior Managing Executive Officer, The Nishi-Nippon
City Bank, Ltd.
June
2013 Deputy President, The Nishi-Nippon City Bank, Ltd.
(incumbent)
March2015 Audit & Supervisory Board Member, Coca-Cola West
Co., Ltd. (incumbent)May
2015 Outside Director, Plenus Company Limited (Member ofAudit and Supervisory Committee) (incumbent)
September 2015 Chairman, Fukuoka Chamber of Commerce and Industry(incumbent)[Reason for the election of the candidate]
The Company requests the election of Seiji Isoyama as Director serving on the Audit and Supervisory
Committee (Outside Director) because of his considerable experience as corporate executive in his position as
the Representative Director and Deputy President of the financial institution The Nishi-Nippon City Bank, andbecause of his auditing experience as an Audit & Supervisory Board Member at the Company, and based on his
considerable experience as corporate executive, he has provided beneficial opinions and frank suggestions on the
management of the Company, and his suitability to provide advice on all areas of decision making related toimportant management decisions and the handling of expected risks.
April
1995 Registered as lawyer
Joined Kunitake Law Firm (present Kunitake General* Tomoko Ogami
Law Firm) (incumbent)(September 8,
1965)
March
2013 Audit & Supervisory Board Member, Coca-Cola West
Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Tomoko Ogami as Director serving on the Audit and Supervisory
Committee (Outside Director) because her considerable experience over many years as an expert attorney in thefield of corporate law and thorough knowledge of corporate governance will allow the rigorous auditing of theCompany’s management execution, and because of her suitability to provide advice on all areas of decision
making related to important management decisions and the handling of expected risks.
Although she does not have experience of being involved in corporate management directly, for both theaforementioned reasons, for her auditing experience as an Audit & Supervisory Board Member at the Company,and for her beneficial opinions and frank suggestions on the management of the Company based on her expert
perspective, the Company believes that she will appropriately execute her duties as Director serving on the Audit
and Supervisory Committee (Outside Director).

Notes:
1.

The person marked with an asterisk is a candidate for a new Director serving on the Audit and Supervisory2.

Special interest relationship between the Company and the candidates for Directors serving on the Audit andCommittee.
Supervisory Committee is as follows:(1) Seiji Isoyama concurrently serves as Representative Director and Deputy President of The Nishi-Nippon
City Bank, Ltd., which has business relations with the Company regarding deposit of funds, etc.
Seiji Isoyama concurrently serves as chairman of Fukuoka Chamber of Commerce and Industry and the- 26 -

Company disburses membership fees and personnel costs for loaned employees, etc. to Fukuoka Chamberof Commerce and Industry.
(2) There are no special interest relationships between the Company and the other candidates for Directors
serving on the Audit and Supervisory Committee.
3.

Gotaro Ichiki, Seiji Isoyama and Tomoko Ogami are candidates for Outside Director.
(1) The reasons why the Company designated them as candidates for Outside Director are as described in“Reason for the election of the candidate.”(2) During Seiji Isoyama’s term of office as Director of The Nishi-Nippon City Bank, Ltd., scandals came tolight at the bank, including the embezzlement by employees of customers’ funds. The management of thebank, including Seiji Isoyama, notified and reported to the relevant authorities regarding the incidents, andcarried out punitive dismissals of the employees involved. They also strengthened the risk management
structure and implemented measures to prevent reoccurrences.
(3) Seiji Isoyama and Tomoko Ogami are incumbent Outside Audit & Supervisory Board Members of theCompany. At the conclusion of this General Meeting of Shareholders, Seiji Isoyama has assumed the officeas Outside Audit & Supervisory Board Member for one (1) year and Tomoko Ogami has assumed the officeas Outside Audit & Supervisory Board Member for three (3) years.
(4) When the election of Gotaro Ichiki and Tomoko Ogami is approved and adopted, the Company will submit
notices to Tokyo Stock Exchange, Inc., and Fukuoka Stock Exchange, on which the Company is listed, that
Gotaro Ichiki and Tomoko Ogami are “independent directors.” The qualification for “independent director”
is determined by rules, etc. set by each securities exchange.
(5) On the condition that “Proposal No. 2: Partial amendments to Articles of Incorporation” is approved asoriginally proposed, and if Gotaro Ichiki’s election is approved and adopted, the Company will conclude anagreement for the limitation of liability with Gotaro Ichiki. Furthermore, the Company has concluded
agreements for limitation of liability as Outside Audit & Supervisory Board Members with Seiji Isoyama
and Tomoko Ogami, and on the condition that “Proposal No. 2: Partial amendments to Articles ofIncorporation” is approved as originally proposed, the Company will conclude new agreements for thelimitation of liability with both parties as Directors (excluding directors with executive authority over
operations, etc.).
The agreement will outline that in cases where the Outside Directors (excluding directors with executive
authority over operations, etc.) have caused damages to the Company due to non-performance of theirduties and yet they are bona fide and there is no gross negligence from them in performing their duties, theyshall be liable for the damages to the limit of minimum liability set forth in Article 425, Paragraph 1 of theCompanies Act.

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Proposal No. 5: Determination of Amounts of Remuneration for Directors(excluding Directors Serving on the Audit and Supervisory Committee)
Remuneration for Directors of the Company at present is 500 million yen or less per year (ofthat up to 50 million yen or less per year for Outside Directors) as approved at the 51st Ordinary
General Meeting of Shareholders held on March 24, 2009, and on the condition that “Proposal
No. 2: Partial amendments to Articles of Incorporation” is approved as originally proposed, theCompany will make the transition to a “Company with Audit and Supervisory Committee.”
Therefore, in accordance with Article 361, Paragraph 1 and Paragraph 2 of the Companies Act,we would like to propose current Director remuneration be abolished, and, in consideration ofvarious factors including the economic situation, the amount of remuneration be set at 500
million yen or less per year (of that up to 50 million yen or less per year for Outside Directors),
with the specific amount, payment period, and other details for each Director (excluding
directors serving on the Audit and Supervisory Committee) be decided by a resolution of theBoard of Directors.
There are currently ten (10) Directors (including two (2) Outside Directors), and if Proposal No.
2 and Proposal No. 3 are approved as originally proposed, there will be ten (10) Directors(excluding directors serving on the Audit and Supervisory Committee, including two (2)Outside Directors).
This proposal may only take effect on the condition that Proposal No. 2 “Partial amendments to
Articles of Incorporation” becomes effective.

Proposal No. 6: Determination of Amounts of Remuneration for Directors Servingon the Audit and Supervisory Committee
On the condition that “Proposal No. 2: Partial amendments to Articles of Incorporation” isapproved as originally proposed, the Company will make the transition to a “Company with
Audit and Supervisory Committee.” Therefore, in accordance with Article 361, Paragraph 1 andParagraph 2 of the Companies Act, we would like to propose that, in consideration of various
factors including the economic situation, the amount of remuneration for Directors serving on
the Audit and Supervisory Committee be set at 100 million yen or less per year, with thespecific amount, payment period, and other details for each Director serving on the Audit andSupervisory Committee be decided by discussion among the Directors serving on the Audit andSupervisory Committee.
If Proposal No. 2 and Proposal No. 4 are approved as originally proposed, there will be five (5)Directors serving on the Audit and Supervisory Committee.
This proposal may only take effect on the condition that Proposal No. 2 “Partial amendments to
Articles of Incorporation” becomes effective.

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