(Translation)
Securities code: 2579
February 29, 2012

NOTICE OF THE 54th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 54th 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 21 (Wednesday), 2012.
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 22 (Thursday), 2012
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

Business report and consolidated financial statements for the 54th
fiscal term (January 1 to December 31, 2011); and audit reports ofconsolidated financial statements by Accounting Auditors and theBoard of Corporate Auditors
Non-consolidated financial statements for the 54th fiscal term
(January 1 to December 31, 2011)

Appropriation of surplus
Election of ten (10) Directors
Election of three (3) Corporate Auditors-1-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 21 (Wednesday), 2012.
(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 21 (Wednesday), 2012.
(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.webdk.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:
The Sumitomo Trust & Banking Co., Ltd.
Stock Transfer Agency Department
Direct Line:(Toll free) 0120-186-417(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) 0120-176-417(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, 2011

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

25,20825,335
26,73821,954
464
1,450
4,373
14,177(504)
119,197

Fixed Assets:
Property, plant and equipment:
Buildings and structures
Machinery, equipment and vehicles
Sales equipment
Land
Lease assets
Construction in progress
Other property, plant and equipment
Total property, plant and equipment

33,525
20,497
20,82052,774
963
395
1,241
130,218

Intangible assets:
Goodwill
Other intangible assets
Total intangible assets

47,474
4,723
52,198Investments 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

24,583
4,321
5,827
6,788
(574)
40,946
223,362

Total Assets

342,560

Note: Amounts less than one million yen are omitted.

-4-Consolidated Balance Sheet
As of December 31, 2011
Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Current portion of long-term loans payable
Lease obligations
Accrued income taxes
Other accounts payable
Provision for sales promotion expenses
Other current liabilities
Total Current Liabilities

18,657
2,542
461
2,750
15,656160
6,350
46,579Long-term Liabilities:
Bonds payable
Long-term loans payable
Lease obligations
Deferred tax liabilities
Allowance for employees’ retirement benefits
Allowance for directors’ retirement benefits
Other long-term liabilities
Total Long-term Liabilities

50,00010,273
778
2,319
1,018
117
3,609
68,116

Total Liabilities

114,695

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 losses on other marketable securities
Total accumulated other comprehensive income
Minority interests

15,231109,072
130,655(25,764)
229,195(1,703)(1,703)373

Total Net Assets

227,864

Total Liabilities and Net Assets

342,560

Note: Amounts less than one million yen are omitted.

-5-Consolidated Statement of Income
For the fiscal year ended December 31, 2011
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

399,717
204,472
195,244
178,775
16,469Non-operating income:Interest and dividend received
Amortization of negative goodwill
Equity in earnings of affiliates
Other non-operating income
Total non-operating income

355
207
139
569
1,272

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

685
1,012
1,698
16,044Extraordinary income:
Gains on sale of fixed assets
Gains on sale of investment securities
Total extraordinary income

382
49
431

Extraordinary losses:
Effect of applying assets retirement obligation accounting standards
Losses on retirement of fixed assets
Losses on disposal of inventories
Power saving expenses
Losses on sale of shares of subsidiaries
Loss on disaster
Losses on valuation of investment securities
Losses on valuation of golf club membership
Total extraordinary losses
Income before income taxes and minority interests
Income taxes
Income taxes deferred
Income before minority interests
Minority interests
Net income
Note: Amounts less than one million yen are omitted.

-6-

726
715
490
352
85
43
31
16
2,462
14,013
3,878
3,082
7,052
55
6,997

Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2011

(Millions of yen)
Shareholders’ equity

15,231

Additional
paid-in
capital109,072

Changes during this term
Dividends of surplus--(3,998)-(3,998)Net income
Acquisition of treasury stock

-

-

6,997
-

(3)

6,997
(3)

Disposal of treasury stock(Net) Changes in items other thanshareholders’ equity during this term

-

-

(0)

0

0

-

-

-

-

-

15,231109,072

2,997
130,655(2)(25,764)

2,995
229,195

Commonstock
Balance as of Dec. 31, 2010

Total changes during this term
Balance as of Dec. 31, 2011

Retainedearnings

Total
shareholders’equity(25,761)
226,199

Treasurystock

127,657

Accumulated othercomprehensive income

Balance as of Dec. 31, 2010Total
Net unrealized
losses on
accumulated
other
other
marketable comprehensive
securities
income(255)(255)

Changes during this term
Dividends of surplus

-

-

-

(3,998)Net income
Acquisition of treasury stock

-

-

-

6,997
(3)

Disposal of treasury stock(Net) Changes in items other thanshareholders’ equity during this term
Total changes during this term

-

-

-

0

(1,447)(1,447)48(1,398)(1,447)(1,447)48

1,597

Balance as of Dec. 31, 2011

(1,703)(1,703)373

227,864

Note: Amounts less than one million yen are omitted.

-7-

Minority
interests

Total net
assets324

226,267

Non-consolidated Balance Sheet
As of December 31, 2011

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

18,491
29
24,661
26,73819,060
10
548
3,996
1,051
468
3,516
8,620
19
(91)
107,120

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

26,5472,556
17,426
1,504
1,099
18,426
46,626698
395
115,281

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

29
3,894
273
101
4,298

Investments and other assets:
Investment securities
Stocks of subsidiaries and affiliates
Long-tern 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

9,524
59,716
1,206
9,707
131
2,291
5,432
1,908
(419)
89,498209,078

Total Assets

316,198

Note: Amounts less than one million yen are omitted.

-8-Non-consolidated Balance Sheet
As of December 31, 2011

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

15,528244
17,289
1,294
1,409
4,605
75
40,448Long-term Liabilities:
Bonds payable
Lease obligations
Deferred tax liabilities
Allowance for employees’ retirement benefits
Assets retirement obligation
Other long-term liabilities
Total Long-term Liabilities

50,000
486
1,777
251
862
2,264
55,643

Total Liabilities

96,091

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 advanced depreciation
Reserve for community contributions
Reserve for regional environmental preservation
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 losses on other marketable securities
Total valuation and translation adjustments

15,231
108,166
108,166
3,316
726
391
538
111,1888,029
120,873
124,190(25,764)
221,824(1,716)(1,716)

Total Net Assets

220,107

Total Liabilities and Net Assets

316,198

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Income

For the fiscal year ended December 31, 2011
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

341,658
197,013
144,644
136,487
8,157

Non-operating income:Interest and dividend received
Amortization of negative goodwill
Other non-operating income
Total non-operating income

2,573
207
560
3,341

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

581
1,054
1,635
9,863

Extraordinary income:
Gains on sale of fixed assets
Gains on sale of investment securities
Total extraordinary income

380
49
429

Extraordinary losses:
Losses on retirement of fixed assets
Effect of applying assets retirement obligation accounting standards
Power saving expenses
Losses on valuation of shares of subsidiaries
Losses on valuation of shares of affiliates
Losses on sale of shares of subsidiaries
Losses on valuation of investment securities
Loss on disaster
Losses on valuation of golf club membership
Total extraordinary losses
Income before income taxes
Income taxes
Income taxes deferred
Net income
Note: Amounts less than one million yen are omitted.

- 10 -

715
604
285
233
150
54
31
24
15
2,115
8,177
1,693
757
5,726

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2011

(Millions of yen)
Shareholders’ equity

Valuation andtranslation
adjustments

Additional
paid-in
capitalRetained earnings

Capitalreserve

Legal
reserveOtherretainedearnings(Note 1)

Total
retainedearnings

15,231

108,166

3,316

119,146

Dividends of surplus

-

-

-

Net income

-

-

-

Savings of provisions--

Reversal of provisions-

Acquisition of treasury
stock

Total net
assetsTreasury
stock

Total
shareholders’equity122,463(25,761)

220,099(242)

219,857(3,998)(3,998)-(3,998)-(3,998)

5,726

5,726

-

5,726

-

5,726

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(3)

(3)

-

(3)

Disposal of treasury stock

-

-

-

(0)

(0)

0

0

-

0

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

-

-

-

-

-

-

-

(1,474)(1,474)

Total changes during this
term

-

-

-

1,727

1,727

(2)

1,724

(1,474)249

15,231

108,166

3,316

120,873

124,190(25,764)

221,824(1,716)

220,107

Commonstock

Balance as of Dec. 31, 2010

Net unrealized
losses on othermarketablesecurities

Changes during this term

Balance as of Dec. 31, 2011

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

Other retained earnings

Reserve foradvanceddepreciation

Reserve forcommunity
contributions

Reserve forregional
environmental
preservation

Retainedearnings to
be carriedforward

Total otherretainedearnings

403

388

560

106,188

11,606

119,146

Dividends of surplus--

Net income

-

-

-

-

(3,998)(3,998)

-

-

5,726

Savings of provisions

358

5,726

200

-

5,000

(5,558)

Reversal of provisions

-

(35)

(197)

(21)

-

253

-

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

322

2

(21)

5,000

(3,577)

1,727

Balance as of Dec. 31, 2011

726

391

538

111,1888,029

120,873

Balance as of Dec. 31, 2010

Generalreserve

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 follows:
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 2,099,408,493 yen.
As a result, annual dividends will be 41 yen per share, including interim dividends, which isan increase of 1 yen from the previous fiscal year.
(3) Effective date of the dividends of surplus
We propose that the effective date of the dividends of surplus will be March 23, 2012.
2. Other matters relating to the appropriation of surplus(1) Items of surplus to increase and the amountReserve for community contributions:

200,000,000 yen

General reserve:

1,500,000,000 yen(2) Item of surplus to decrease and the amount
Retained earnings to be carried forward:

1,700,000,000 yen- 12 -

Proposal No. 2: Election of ten (10) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this General
Meeting of Shareholders.
At the end of the fiscal year under review, one (1) Director of the Company resigned. Taking
into account our future business environment, we propose that ten (10) Directors be elected, anincrease of one (1) Director, in order to maintain the same management system that was in placein the fiscal year under review.
The candidates for Directors are as follows:
No.

Name
(Date of Birth)

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

1

2

1967 Joined Coca-Cola West Co., Ltd.
1991 Director, Coca-Cola West Co., Ltd.
1995 Managing Director, Coca-Cola West Co., Ltd.
1997 Senior Managing Director, Coca-Cola West Co., Ltd.
1999 Executive Vice President, Coca-Cola West Co., Ltd.
2001 Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
October 2001 Representative Director, Specified Nonprofit Corporation
Ichimura Kyushu School of Nature (incumbent)
March
2002 Representative Director, Coca-Cola West Co., Ltd.
Norio Sueyoshi(incumbent)
President & CEO, Coca-Cola West Co., Ltd.
(February 18,
March2005 Outside Director, Royal Co., Ltd. (present Royal1945)
Holdings Co., Ltd.) (incumbent)
July
2006 CEO, Coca-Cola West Co., Ltd.
June
2007 Outside Director, Nishi-Nippon Railroad Co., Ltd.
(incumbent)
January 2009 President & CEO, Coca-Cola West Co., Ltd.
January 2010 Chairman, Coca-Cola West Co., Ltd. (incumbent)
March2010 President, The Coca-Cola Educational & Environmental
Foundation (incumbent)
November 2011 Chairman, Fukuoka Chamber of Commerce and Industry(incumbent)
March
1969 Joined Kinki Coca-Cola Bottling Co., Ltd.
March
2000 Director, Kinki Coca-Cola Bottling Co., Ltd.
March
2004 Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
March
2006 Senior Managing Director, Kinki Coca-Cola BottlingCo., Ltd.
Executive Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
July
2006
Director, Coca-Cola West Co., Ltd.
Tamio Yoshimatsu
Executive Corporate Officer, Coca-Cola West Co., Ltd.
(February 10,
March2007 Representative Director, Kinki Coca-Cola Bottling Co.,
1947)
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)
January 2012 Department Manager of Career Development Office,Coca-Cola West Co., Ltd. (incumbent)

No. ofCompany
Shares Owned- 13 -

18,161

5,247

No.

Name
(Date of Birth)

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

3

4

5

1993 Joined Coca-Cola Leventis
2000 Joined Coca-Cola Hellenic Bottling Company S.A.
2002 Commercial Director in charge of Coca-Cola Bevande
Italia, Coca-Cola Hellenic Bottling Company S.A.
* Calin Dragan
January 2005 General Manager and Administrator in charge of(October 24,
Romania and Mordovian Republic, Coca-Cola Hellenic
Bottling Company S.A.
1966)
July
2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
January 2012 General Manager of Business Model Innovation
Headquarters, Coca-Cola West Co., Ltd. (incumbent)
April
1969 Joined Coca-Cola West Co., Ltd.
March
1995 Director, Coca-Cola West Co., Ltd.
March
1999 Senior Corporate Officer, Coca-Cola West Co., Ltd.
April
2004 Executive Corporate Officer, Coca-Cola West Co., Ltd.
January 2005 Representative Director, Coca-Cola West Japan Products
Nobuo Shibata
Co., Ltd. (present Coca-Cola West Products Co., Ltd.)(November 12,
President, Coca-Cola West Japan Products Co., Ltd.
(present Coca-Cola West Products Co., Ltd.)
1946)
January 2009 Executive Vice President, Coca-Cola West Co., Ltd.
(incumbent)
March2009 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2012 In charge of General Affairs Division, Coca-Cola West
Co., Ltd. (incumbent)
April
1981 Joined Suntory Limited
December 1996 Joined Coca-Cola (Japan) Co., Ltd.
July
1999 Senior Corporate Officer, Coca-Cola Beverage Services
Co., Ltd. (present Coca-Cola Business Service Co., Ltd.)
January 2000 Managing Director & Representative Director, Coca-Cola
Beverage Services Co., Ltd. (present Coca-Cola Business
Service Co., Ltd.)
March
2003 President & Representative Director, Coca-Cola
Beverage Services Co., Ltd. (present Coca-Cola BusinessJiro Wakasa
Service Co., Ltd.)(January 23, 1959) October 2003 Corporate Officer, Coca-Cola National Beverages Co.,Ltd.
January 2007 Vice President & Director, Coca-Cola National
Beverages Co., Ltd.
January 2009 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2009 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2012 General Manager of SCM Headquarters, Coca-Cola West
Co., Ltd. (incumbent)

No. ofCompany
Shares Owned- 14 -

-

9,884

3,063

No.

Name
(Date of Birth)6* Sean Cunial(April 22, 1969)7* Yoshinori
Nakamura(June 26, 1949)

8

Masamitsu
Sakurai(January 8, 1942)

9

Vikas Tiku
(July 26, 1965)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
February 1994 Joined Mitsubishi Australia Ltd.
September 1996 Joined Coca-Cola Amatil Ltd.
December 1997 Joined The Coca-Cola Company (USA)
August2002 General Manager in charge of Australia, The Coca-Cola
Company (in charge of Non-carbonated beverages)
February 2004 Commercial Director in charge of Indonesia, The
Coca-Cola Company
August2005 Commercial and Franchise Director in charge ofPhilippines, The Coca-Cola Company
January 2010 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
January 2011 General Manager of Commercial Headquarters, Coca-Cola
West Co., Ltd. (incumbent)
April1972 Joined Coca-Cola West Co., Ltd.
April
2008 Corporate Officer, Coca-Cola West Co., Ltd.
January 2010 Senior Corporate Officer, Coca-Cola West Co., Ltd.
January 2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
Deputy General Manager of Commercial Headquarters,
Coca-Cola West Co., Ltd. (incumbent)
April
1966 Joined Ricoh Co., Ltd.
May
1984 Director & President, Ricoh UK Products Ltd.
June
1992 Director, Ricoh Co., Ltd.
April
1993 Director & President, Ricoh Europe B. V.
June
1994 Managing Director, Ricoh Co., Ltd.
April
1996 Representative Director & President, Ricoh Co., Ltd.
March
2005 Representative Director, Coca-Cola West Co., Ltd.
Chairman, Coca-Cola West Co., Ltd.
June
2005 Representative Director, Ricoh Co., Ltd.
President, Ricoh Co., Ltd.
July
2006 Director, Coca-Cola West Co., Ltd. (incumbent)
April2007 Chairman of the Board, Ricoh Co., Ltd. (incumbent)
Chairman, Keizai Doyukai (Japan Association of
Corporate Executives)
April
2008 Chairman, The New Technology Development
Foundation (incumbent)
June
2008 Outside Director, OMRON Corporation (incumbent)
March2011 Outside Director, Yamaha Motor Co., Ltd. (incumbent)
April2011 Director, Ricoh Co., Ltd. (incumbent)
May
1988 Joined Diageo plc (USA)
December 1996 CFO, Diageo plc Australia
January 1998 CFO, Diageo plc Asia-PacificAugust2000 Senior Vice President and COO, Source MDx (USA)January 2005 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
May2009 Executive Vice President and CFO, Coca-Cola (Japan)
Co., Ltd.
June
2009 Representative Director, Executive Vice President and
CFO, Coca-Cola (Japan) Co., Ltd. (incumbent)
March2010 Outside Director, Coca-Cola Business Service Co., Ltd.
(incumbent)
March2011 Director, Coca-Cola West Co., Ltd. (incumbent)- 15 -

No. ofCompany
Shares Owned

-

7,635

-

-

No.

Name
(Date of Birth)

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

10

* Hideharu
January
Takemori(August 16, 1954)
January

1978 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
2003 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
2007 Managing Director, Minami Kyushu Coca-Cola BottlingCo., Ltd.
2008 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
(incumbent)
Senior Corporate Officer, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
2012 President, Minami Kyushu Coca-Cola Bottling Co., Ltd.
(incumbent)- 16 -

No. ofCompany
Shares Owned-

Notes:1.

The persons marked with an asterisk are candidates for new Directors.

2.

Special interest relationships between the Company and candidates for Directors are as follows:(1) Norio Sueyoshi concurrently serves as representative director of Fukuoka Chamber of Commerce andIndustry, Specified Nonprofit Corporation Ichimura Kyushu School of Nature and The Coca-Cola
Educational & Environmental Foundation. The Company disburses membership fees and personnel costs
for loaned employees, etc. to Fukuoka Chamber of Commerce and Industry, disburses operating expenses,
etc. to Specified Nonprofit Corporation Ichimura Kyushu School of Nature as expenses for contribution toregional communities, and disburses membership fees to The Coca-Cola Educational & Environmental
Foundation.
(2) Vikas Tiku is Representative Director, Executive Vice President and CFO of Coca-Cola (Japan) Co., Ltd.,
which has signed contracts with the Company for the production and sales of Coca-Cola, etc., the use of
trademark, and other matters. In addition, Coca-Cola (Japan) Co., Ltd. has business relations with theCompany regarding the sales of original syrup of Coca-Cola, etc. and receipt, etc. of sales promotion
rebates.
(3) Hideharu Takemori is Director & President of Minami Kyushu Coca-Cola Bottling Co., Ltd., which has
business relations with the Company for the procurement and sales of Coca-Cola and other beverages.
(4) There are no special interest relationships between the Company and the other candidates for Directors.

3.

Both Vikas Tiku and Hideharu Takemori are candidates for Outside Directors.
(1) The reasons why the Company designated them as candidates for Outside Directors are as follows:(i)

Vikas Tiku is Representative Director, Executive Vice President and CFO of Coca-Cola (Japan) Co.,
Ltd. The Company requests an election of Vikas Tiku as Outside Director to further enhancestrategic partnership with The Coca-Cola Company and Coca-Cola (Japan) Co., Ltd.

(ii)

Hideharu Takemori is Director & President of Minami Kyushu Coca-Cola Bottling Co., Ltd. thathas formed financial & business alliance with the Company. The Company requests an election of
Hideharu Takemori as Outside Director to promote and deepen mutual understanding.

(2) Because Coca-Cola (Japan) Co., Ltd. is a major associating party of the Company and Minami Kyushu
Coca-Cola Bottling Co., Ltd. is an equity-method affiliate of the Company, these firms are deemed asbusiness concerns with specific relations with the Company. The positions and responsibilities of bothVikas Tiku and Hideharu Takemori in these firms for present and the past five years are as described in“Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent
Positions.”(3) Vikas Tiku is an incumbent Outside Director of the Company and has assumed the office of Outside
Director for one year at the conclusion of this General Meeting of Shareholders.
(4) The Company has concluded an agreement for limitation of liability with Vikas Tiku. When the re-electionof Vikas Tiku is approved and adopted, said agreement shall remain valid.
The agreement will outline that in cases where the Outside Directors 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 fromthem 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 Corporation Law of Japan.

- 17 -

Proposal No. 3: Election of three (3) Corporate Auditors
The terms of office of both Corporate Auditors Zenji Miura and Katsumi Sasaki will expire at
the conclusion of this General Meeting of Shareholders. Accordingly, we propose that three (3)Corporate Auditors be elected, an increase of one (1) Corporate Auditor, for further
improvement of the auditing system.
We have obtained the consent of the Board of Corporate Auditors in connection with this
proposal.
The candidates for Corporate Auditors are as follows:
No.

Name
(Date of Birth)

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

1

* Hiroyoshi
Miyaki(March 4, 1950)

2

Zenji Miura(January 5, 1950)

3* Kazushige
Higuchi(February 4,
1950)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.,Ltd.
President, Mikasa Coca-Cola Bottling Co., Ltd.
January 2009 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2009 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2012 In charge of CSR Division, Coca-Cola West Co., Ltd.
(incumbent)
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.
June
2005 Director, Ricoh Co., Ltd.
Corporate Executive Vice President, Ricoh Co., Ltd.
March2008 Corporate Auditor, Coca-Cola West Co., Ltd. (incumbent)
April2011 Representative Director, Ricoh Co., Ltd. (incumbent)
Deputy President, Ricoh Co., Ltd. (incumbent)
October 2011 Representative Director & President, Pentax Ricoh
Imaging Co., Ltd. (incumbent)
April1972 Joined Nishi-Nippon Sogo Bank, Ltd. (present The
Nishi-Nippon City Bank, Ltd.)
June
2003 Director, The Nishi-Nippon Bank, Ltd.
June
2005 Managing Director, The Nishi-Nippon City Bank, Ltd.
June
2007 Representative Director, The Nishi-Nippon City Bank,
Ltd. (incumbent)
Senior Managing Director, The Nishi-Nippon City Bank,
Ltd.
June
2010 Deputy President, The Nishi-Nippon City Bank, Ltd.
(incumbent)

No. ofCompany
Shares Owned- 18 -

4,545

-

-

Notes:1.

The persons marked with an asterisk are candidates for new Corporate Auditors.

2.

Special interest relationships between the Company and candidates for Corporate Auditors are as follows:(1) Kazushige Higuchi 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.
(2) There are no special interest relationships between the Company and the other candidates for Corporate
Auditors.

3.

Both Zenji Miura and Kazushige Higuchi are candidates for Outside Corporate Auditors.
(1) The reasons why the Company designated them as candidates for Outside Corporate Auditors are as
follows:(i)

Zenji Miura has many years of experiences for financial and accounting affairs in Ricoh Co., Ltd.
The Company requests an election of Zenji Miura as Outside Corporate Auditor so that he will
utilize such experiences of to audit for the Company.

(ii)

Kazushige Higuchi has many years of experiences in Nishi-Nippon City Bank, Ltd., a financial
institution. The Company requests an election of Kazushige Higuchi as Outside Corporate Auditor
so that he will utilize such experiences of audit for the Company.

(2) During Kazushige Higuchi’s term of office as Director of The Nishi-Nippon City Bank, Ltd., scandals cameto light at the bank, including the embezzlement by employees of customers’ funds. The management of thebank, including Kazushige Higuchi, notified and reported to the relevant authorities regarding the incidents,
and carried out punitive dismissals of the employees involved. They also strengthened the risk management
structure and implemented measures to prevent reoccurrences.
(3) Zenji Miura is an incumbent Outside Corporate Auditor of the Company and has assumed the office ofOutside Corporate Auditor for four years at the conclusion of this General Meeting of Shareholders.
(4) As for Zenji Miura, the Company submitted notices to Tokyo Stock Exchange Group Inc., Osaka Securities
Exchange Co., Ltd. and Fukuoka Stock Exchange, which the Company is listed in, as “Independent
Corporate Auditor.” The qualification for “Independent Corporate Auditor” is determined by criteria andrules set by each security exchange company.
(5) The Company has concluded an agreement for limitation of liability with Zenji Miura. When the re-electionof Zenji Miura is approved and adopted, said agreement shall remain valid. Additionally, when the electionof Kazushige Higuchi is approved and adopted, the Company will conclude said agreement with Kazushige
Higuchi.
The agreement will outline that in cases where the Outside Corporate Auditors have caused damages to theCompany due to non-performance of their duties and yet they are bona fide and there is no gross negligencefrom 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 Corporation Law of Japan.

- 19 -