English Translation from Japanese Press Release

Company name:
Representative:
Stock code number:
Inquiries:

Kinki Coca-Cola Bottling Company, Limited
Masakazu Morito, Representative Director and President
2576 (listed on first sections of Tokyo and Osaka stock exchanges)
Reiji Goh, Public Relations Department Manager
Tel: 06-6330-2191

Company name:
Representative:
Stock code number:Coca-Cola West Japan Company, Limited
Norio Sueyoshi, Representative Director, President and CEO
2579 (listed on first sections of Tokyo and Osaka stock exchanges,and Fukuoka stock exchange)
Masahiro Takase, Public Relations Department ManagerTel: 092-641-8591

Inquiries:

Kinki Coca-Cola Bottling Company, Limited and Coca-Cola West Japan Company, Limited
Merge the Management of Both Companies

Tokyo, February 22, 2006 -- Kinki Coca-Cola Bottling Company, Limited (Kinki CCBC) andCoca-Cola West Japan Company, Limited (CCWJ) today co-announced that the board of directorsof each company today decided to establish a joint holding company “Coca-Cola West Holdings
Company, Limited (CCWHD)” and merge the management of both companies, with July 1, 2006
as a target date, through demerger and share exchange.

1. BackgroundIn light of the drastic changes that have occurred in the soft drink market environment in recentyears, including the diversification of consumer needs, change of distribution channels, andintensified sales competition, Kinki CCBC and CCWJ have each built firm positions as leading
companies in their respective business territories.
In order to fully utilize the strengths of both companies and establish their competitive superiority
toward leading the way in Japan’s Coca-Cola business and continuing to achieve sustainablegrowth, the two companies reached a basic agreement and entered into a business alliance on
December 21, 2005. Subsequently, the two companies reviewed the business comprehensively
primarily focusing on the four projects to strengthen customer services, reinforce their supply chainsystems, expand their operational systems, and raise consumer satisfaction levels.

English Translation from Japanese Press Release

As a result of deliberating the details of the projects, both companies agreed that the best approach
would be to build a strong business foundation in an integrated manner, and decided at this time toestablish a joint holding company and implement keiei tougou (merger/integration).

2. Objectives
The keiei tougou has four main objectives.
The first objective is to maximize its corporate value. While aiming to increase sales and market
share in Japan’s large soft drink market, comprising about one-third of the country’s total
population, greater efficiency will be pursued in the system for operating the organization and inadministrative processes. Through this, CCWHD will realize sustainable profit growth.
The second objective is to demonstrate leadership toward the transformation of the Coca-Colasystem’s business in Japan. Through an even stronger partnership with Coca-Cola (Japan)
Company, Limited (CCJC) and other bottlers, CCWHD will work to promote more strongly thegrowth strategies and structural reforms being implemented by the Coca-Cola system as a whole.
Collaborations will also be initiated with companies such as Coca-Cola National Beverages which
manages a national integrated supply chain, in an effort to construct an optimal system-widebusiness structure.
The third objective is to reinforce the business foundation. CCWHD will further expand thebusiness foundations that both Kinki CCBC and CCWJ have such as strong financial base,diversified personnel/organization, and superior sales network. It will maximize the integration
synergy through the sharing of their accumulated business know-how and the best practices ascommon assets.
The fourth objective is to strengthen sales capabilities. Efforts will be made to create value forcustomers and to raise customer satisfaction to a higher level, particularly through strengthened
customer services and an expanded and improved network of vending machines. The aim is toimprove the organization’s capabilities as a sales and marketing company, and increase share inwestern Japan, centering around the Kinki area which is the second largest soft drink market inJapan.

3. Corporate Vision
CCWHD will assume the important role of taking the lead in transforming the Coca-Cola system asa strategic partner of CCJC. Specific areas in which CCWHD will collaborate with CCJC will be
wide ranging, including establishment of an integrated process from the strategy planning to sales
execution in the market, cooperation in new products development and test marketing, pilot

English Translation from Japanese Press Release

execution of various sales and marketing initiatives, building the foundation for an IT infrastructure,promoting personnel exchanges, and activities related to corporate branding.
CCWHD will build a corporation well trusted by the company’s important stakeholders such as
consumers, customers, and shareholders. The strong ties that Kinki CCBC and CCWJ built over theyears in the local communities will remain unchanged and will be continued by CCWHD.
Moreover, it will act as a good corporate citizen with close ties to the local communities, andcontribute to the realization of a prosperous society.
CCWHD will realize a lively workplace where all of the employees will be able to achieve theirdreams and find fulfillment in their work. By providing employees with dreams, aspirations, andcapabilities with the opportunity to challenge at a more dynamic environment, CCWHD will build
a corporation where competent employees can succeed in leading the transformation of the CocaCola system.

4. Transition Process
Establishment of the joint holding company will take place on an equal footing.
The joint holding company will be established by demerging CCWJ to position the operational
company under a new holding company, changing the trade name from CCWJ to CCWHD, andthen having Kinki CCBC exchange shares with the new holding company (current CCWJ), all in anintegrated manner.

4-1. Demerger of CCWJ, transition to new holding company, and trade name change ofCCWJ (company to be demerged)
CCWJ will implement a demerger and change the trade name to Coca-Cola West Holdings
Company, Limited. The demerger and trade name change are implemented together with the shareexchange in an integrated manner, in order to realize keiei tougou through a joint holding company.
(1) Schedule for CCWJ demerger
February 22, 2006

Board of Directors approves CCWJ demerger plan

March 24, 2006 (planned)

General Shareholders Meeting approves CCWJ demerger plan

July 1, 2006 (planned)

Effective date of CCWJ demerger

July 3, 2006 (planned)

Registration of CCWJ demerger

English Translation from Japanese Press Release(2) Method of CCWJ demerger
1. Method
With CCWJ as the company being demerged, a new company called “(New) Coca-Cola
West Japan Company, Limited” (New CCWJ), will be established and will be the successor
company to CCWJ’s business.
2. Reason for choosing this method of demerger
This method of demerging CCWJ was selected in order for CCWJ to transit to a holding
company. The demerger is implemented together with the share exchange and trade namechange in an integrated manner, in order to realize keiei tougou through a joint holdingcompany.

(3) Change in trade name of CCWJ (company to be demerged)
1 New trade nameCoca-Cola West Holdings Company, Limited

2 Effective date of trade name change
July 1, 2006
The trade name of CCWJ will be changed to the trade name of the company established (thesuccessor company) as a result of demerging CCWJ. The trade name change is
implemented together with the demerger and the share exchange in an integrated manner, inorder to realize keiei tougou through a joint holding company.

(4) Allocation of shares
On the occasion of this demerger, CCWHD (current company: CCWJ; the company to bedemerged), will be allocated all the common stock issued by New CCWJ (the successorcompany).
(5) Content of rights and obligations to which the successor company succeeds
Except for items stipulated in the demerger plan, new CCWJ (the successor company) will,in principle, succeed to all the rights and obligations related to the sale of beverages andfood products, and the labor contracts and other rights and obligations of CCWHD (currentcompany: CCWJ; the company to be demerged).
(6) Outlook for meeting debt obligations
As long as CCWHD (current company: CCWJ; the company to be demerged), and New
CCWJ (the successor company) have assets after demerger worth more than the company’s
debt obligations, and in terms of the cash flow and earning outlook as well, it is notEnglish Translation from Japanese Press Release

expected that either company will experience any difficulty in meeting its share of the debt
obligations. It is thus determined that all debt obligations will be met.

(7) Officer appointments in New CCWJ (the successor company)
1. Directors: Masamitsu Sakurai, Norio Sueyoshi, Tadatsugu Harada, and Koichi Morii
2. Auditors: Ryuji Nakagawa

4-2. Exchange of shares
CCWHD (current company: CCWJ) will exchange shares with Kinki CCBC. The exchange ofshare is implemented together with the demerger and the trade name change in an integrated
manner, in order to realize keiei tougou through a joint holding company.
(1) Schedule for exchange of shares (planned)
February 22, 2006Kinki CCBC Board of Directors Meetingfor approving agreement for exchange of shares
CCWJ Board of Directors Meetingfor approving agreement for exchange of shares

February 22, 2006 (planned) Signing of agreement for exchange of shares
March 24, 2006 (planned)

CCWJ General Shareholders Meetingfor approving agreement for exchange of shares(Regular General Shareholders Meeting)March 30, 2006 (planned)

Kinki CCBC General Shareholders Meetingfor approving agreement for exchange of shares(Regular General Shareholders Meeting)

July 1, 2006 (planned)

Exchange of shares(2) Share exchange ratio

Ratio of exchange of shares

CCWHD(Current company: CCWJ)

Kinki CCBC

10.451English Translation from Japanese Press Release

Note:
1. Ratio of shares allocatedAn allocation of 0.451 shares of CCWHD (current company: CCWJ)’s stock will be
issued per 1 share of Kinki CCBC.
2. Basis for calculating ratio of exchange of shares
Kinki CCBC requested Nikko Citigroup Limited (Nikko Citigroup), and CCWHD(current company: CCWJ) requested Mitsubishi UFJ Securities Company, Limited(Mitsubishi UFJ), to calculate their respective ratio of shares to be exchanged. The
two companies utilized the results of those calculations as references, mutually
discussed details of the exchange of shares, and agreed on acceptable ratios for eachcompany. If any material change should occur in the various conditions underlying theabove calculations, the two companies agree to discuss and make changes in theagreement as necessary.
3. Result of calculations by third parties, method of calculations, and basis for calculations
Nikko Citigroup calculated the ratio of exchange of shares by pulling together thevaluation results of the stock price, the relative valuation, and discounted cash flow(DCF).
Mitsubishi UFJ calculated the ratio of exchange of shares by pulling together thevaluation results of the stock price, the relative valuation, and discounted cash flow(DCF).
4. Number of new shares issued for exchange of shares
28,227,060 common stocks(The date of shares issued: to be determined, the initial date of dividend calculated:
July 1, 2006)(3) Cash payment upon the exchange of sharesNo cash payment will be made upon the exchange of shares.

5. Joint holding company
As a result of the abovementioned change of company trade name, demerger, and exchange ofshares, the following is an outline of the holding company.

1. Trade name
2. Main businesses:

Coca-Cola West Holdings Company, Limited
Manufacture and sale of Coca-Cola and other soft drinks

English Translation from Japanese Press Release

Management of the group companies
3. Location of head office: Fukuoka City. Headquarter function will be also positioned inOsaka
4. Representatives:
Representative Director and CEO, Norio Sueyoshi(Currently Representative Director, President and CEO,CCWJ)
Representative Director and COO, Masakazu Morito(Currently Representative Director, President, Kinki CCBC)
Directors: Tadatsugu Harada, Kouichi Morii, Tamio
Yoshimatsu, Masamitsu Sakurai, Naomichi Asano, andMasahiko Uotani
Auditors: Yasumasa Niimi, Hiroshi Kanda, Tatsuo Hirakawa,
Isanari Ohuchida, and Yukiko Kyokane
5. Fiscal year end:
December
6. Capital:
15,231 million yen
7. Listing:Tokyo Stock Exchange, Osaka Stock Exchange, Fukuoka
Stock Exchange
8. Business outlook: Details concerning the future business outlook will be announced
accordingly after further assessment.

6. Outline of the successor company (Plan)
1. Trade name
2. Main businesses
3. Date of establishment
4. Location of head office
5. Representative
6. Capital
7. Number of share issued
8. Net assets
9. Total assets
10. Fiscal year end
11. Number of employees
12. Major shareholder and its
shareholding ratio

CCWJ
Sale of beverages and food products
July 2006
7-9-66 Hakozaki, Higashi-ku, Fukuoka City, Fukuoka Prefecture
Norio Sueyoshi, Representative Director and President
100 million yen
174,737 million yen (see note)
84,337 million yen (see note)December
All of the employees of the companies to be demerged will be transferred to thesuccessor company
Coca-Cola West Holdings Company, Limited

100%

The Nishi-Nippon City Bank, Limited, The Sumitomo Trust & Banking Company,Limited, The Bank of Tokyo-Mitsubishi UFJ, Limited
The successor company will be a wholly-owned subsidiary of theCapitalcompany to be demerged.
Part of the successor company’s officers will serve as those for the14. Relationship with thecompanies to be demerged concurrently. Also, part of the successor
company to be demerged
Personnel
company’s employees will be seconded employees from thecompany to be demerged.
The company to be demerged will sell soft drinks and other products
Trading
to the successor company by wholesale.
(Note) Net assets and total assets are estimated based on the balance sheet of the current CCWJ (the company to bedemerged), and are subject to change upon establishment.
13. Main banks

English Translation from Japanese Press Release

7. Outline of companies involved in integration before the demerger and the exchange ofshares(As of December 31, 2005)(1) Trade name(2) Main businesses(3) Date of establishment:(4) Head office address(5) Representative(6) Capital(7) Number of outstandingshares(8) Shareholders’ equity(9) Total assets(10) Fiscal year end(11) Number of employees(12) Major shareholders
and equity percentages(13) Main banks(14) Relationship between
Kinki CCBC andCCWJ

Kinki CCBC
Manufacture and sale of beverages and foodproducts
September 1960
7-9-31 Senrigaoka, Settsu City,
Osaka Prefecture
Masakazu Morito, President
10,948 million yen
62,591 thousand

CCWJ
Manufacture and sale of beverages and foodproducts
December 1960
7-9-66 Hakozaki, Higashi-ku,
Fukuoka City, Fukuoka Prefecture
Norio Sueyoshi, President and CEO
15,231 million yen
82,898 thousand

73,960 million yen
101,647 million yen
December
938
Kirin Brewery Company, Limited
Mitsubishi Heavy Industries Food& Packaging Machinery
Company, Limited
The Master Trust Bank of Japan,
LimitedJapan Trustee Services Bank,
LimitedCompany employees

170,698 million yen
193,041 million yen
December
1,813
Ricoh Company, Limited
New Technology Development
Foundation

41.19%
13.86%

3.00%
2.73%
2.70%

The Bank of Tokyo-Mitsubishi, Limited(current The Bank of Tokyo-Mitsubishi UFJ,Limited)
Sumitomo Mitsui Banking Corporation
Company, Limited
Resona Bank, Limited

CapitalPersonnel
Trading(Fiscal year ended inDecember 2005)

20.26%
6.39%

Coca-Cola Holdings West Japan,
4.92%
Inc.
The Chase Manhattan Bank NA
4.63%
LondonThe Nishi-Nippon City Bank,
4.47%
LimitedThe Nishi-Nippon City Bank, Limited

The Sumitomo Trust & Banking Company,
LimitedThe Bank of Tokyo-Mitsubishi, Limited(current The Bank of Tokyo-Mitsubishi UFJ,Limited)
Kinki CCBC holds 6,612 shares of CCWJ, and CCWJ holds 3,331
shares of Kinki CCBCNone
CCWJ accounts for 54 million yen of Kinki CCBC’s total sales
Kinki CCBC accounts for 140 million yen of CCWJ’s total sales

English Translation from Japanese Press Release

7. Results of Operations of Kinki CCBC and CCWJ for the past three years (Consolidated)(1) Kinki CCBC

Sales
Operating profit
Recurring profit
Net income/loss
Net income/loss pershare
Annual dividend
per share
Shareholders’equity per share(million yen)(million yen)(million yen)(million yen)
(yen)

Fiscal year ended in
December 2003
182,862
5,986
5,323- 8,934

Fiscal year ended in
December 2004
193,082
7,991
7,808
3,638

Fiscal year ended in
December 2005
180,999
6,133
6,106
3,435

- 144.38

56.27

53.57

(yen)

18.00

21.00

24.00

(yen)

1,164.36

1,203.94

1,242.97(2) CCWJ

Sales
Operating profit
Recurring profit
Net income/loss
Net income/loss per
share
Annual dividend
per share
Shareholders’equity per share(million yen)(million yen)(million yen)(million yen)

Fiscal year ended in
December 2003
240,825
19,63819,895
9,380

Fiscal year ended in
December 2004
253,248
16,86017,065
8,564

Fiscal year ended in
December 2005
245,874
11,83012,2567,305(yen)116.25108.8093.42(yen)

36.00

40.00

40.00

(yen)

2,089.94

2,149.99

2,228.79

English Translation from Japanese Press Release[For reference]

Chart showing how management integration will proceed■ Current situation

Kinki CCBC

■ July 1, 2006

CCWJ

Change of trade nameDemerger of CCWJ (see note) andchange of trade name*4-I in this document

CCWHD

Demerger ofcompany
CCWJ will be demerged and its(100% investment）

trade name will be changed toCCWHD

Kinki CCBC

New CCWJ

Newly established company
through demerger (the successorcompany) will be called (new)CCWJ.
■ July 1, 2006

CCWHD

Exchange of shares*4-II in this document(100% investment）

Kinki CCBC

(100% investment）

New CCWJ（Note）Since the (planned) date of demerger is Saturday, July 1, 2006, the registration of the demerger isscheduled for Monday, July 3, 2006. The demerger will be in effect upon the registration. The above chart
represents the image of the process. Please see the contents of the press release for details.

English Translation from Japanese Press Release

Rule 802 Legend“This business combination is made for the securities of a foreign company. The offer issubject to disclosure requirements of a foreign country that are different from those of the UnitedStates. Financial statements included in the document, if any, have been prepared in accordancewith foreign accounting standards that may not be comparable to the financial statements of UnitedStates companies.
It may be difficult for you to enforce your rights and any claim you may have arising under
the federal securities laws, since the issuer of the securities is located in a foreign country, andsome or all of its officers and directors may be residents of a foreign country. You may not be able
to sue a foreign company or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under thisbusiness combination, such as in open market or privately negotiated purchases.”