(Translation)
Securities code: 2579
March 9, 2006

48

TH

NOTICE OF THE
ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 48th Ordinary General Meeting of Shareholders of
Coca-Cola West Japan Company, Limited. (the “Company”), which will be held as describedhereunder.
If you are unable to attend the meeting, you may exercise your voting right either by writing or
via the Internet. To vote by mail, please indicate on the proxy voting form your approval ordisapproval of the proposals, affix your seal and mail the form. To vote using the Internet,
please access the dedicated voting website stated in the proxy voting form. Please review theReference Materials for Exercising Voting Rights and exercise your voting right.
Sincerely yours,
Norio Sueyoshi
Representative Director, President & CEO
Coca-Cola West Japan Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka, JapanMEETING AGENDA
1. Date and Time:
2. Venue:

3. Agenda:
Items to be reported:

10:00 a.m., March 24 (Friday), 2006
The Grand Ballroom (3F), Grand Hyatt Fukuoka
1-2-82 Sumiyoshi, Hakata-ku, Fukuoka, Japan(Please note that the location is not the same as the previous year’s
meeting.)1.

2.

Business report, consolidated balance sheet and consolidated
statement of income for the 48th fiscal term (January 1 to
December 31, 2005); and audit report of consolidated financial
statements by Accounting Auditors and the Board of Corporate
Auditors
Non-consolidated balance sheet and non-consolidated statement ofincome for the 48th fiscal term (January 1 to December 31, 2005)-1-

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

Proposal No. 3

Proposal No. 4

Proposal No. 5
Proposal No. 6
Proposal No. 7

Approval of the proposed appropriation of retained earnings for the 48th
fiscal term
Partial amendments to the Articles of Incorporation
Details of this proposal can be found on pages 10 to11 of the attached“Reference Materials for Exercising Voting Rights.”
Approval of Demerger Plan
Details of this proposal can be found on pages 11 to 28 of the attached“Reference Materials for Exercising Voting Rights.”
Approval of Shares Exchange Agreement
Details of this proposal can be found on pages 28 to 41 of the attached“Reference Materials for Exercising Voting Rights.”
Election of three (3) Directors
Election of two (2) Corporate Auditors
Terminal Payments of Retirement Benefits with the Abolition of
Retirement Benefits System for Directors and Corporate Auditors

Attendees are requested to submit the proxy voting form to the reception desk on the day of the meeting.
[This is an English translation prepared for the convenience of non-resident shareholders. Should there be
any inconsistency between the translation and the official Japanese text, the latter shall prevail.]-2-Consolidated Balance Sheet
As of December 31, 2005
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade notes and accounts receivable
Marketable securities
Inventories
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total Current Assets

13,101
11,994
7,706
7,169
728
10,040(67)
50,673Fixed 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

18,856
13,981
15,25334,369425
1,398
84,285Intangible assets:

2,925

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

60,348
862
6,746
3,111
(241)
70,826
158,038

Total Assets

208,711-3-

Consolidated Balance Sheet
As of December 31, 2005
Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Accrued income taxes
Other accounts payable
Notes payable for equipment
Other current liabilities
Total Current Liabilities

2,809
2,166
7,787
183
4,833
17,780Long-term Liabilities:
Deferred tax liabilities
Allowance for employee’s retirement benefits
Allowance for directors’ retirement benefits
Consolidation adjustment account
Other long-term liabilities
Total Long-term Liabilities

9,785
2,768
206
48
120
12,929Total Liabilities

30,709MINORITY INTERESTS
Minority Interests

4,394

SHAREHOLDERS’ EQUITY
Common stock
Additional paid-in capital
Retained earnings
Net unrealized gains on other marketable securities
Treasury stocks (at cost)
Total Shareholders’ Equity
Total Liabilities, Minority Interests and Shareholders’Equity15,23135,399131,982
2,437(11,442)
173,608
208,711

Notes:
1.

Accumulated depreciation on property, plant and equipment: 135,053 million yen

2.

Method of processing notes maturing on fiscal closing date:Notes maturing on fiscal closing date are processed as of clearing date. As the last day of the fiscal year underreview fell on a banking holiday, the following notes maturing on fiscal closing date are included in the balance
as of fiscal year-end:3.

Trade notes and accounts receivable:

34 million yen

Trade notes payable:

18 million yen

Amounts less than one million yen are omitted.

-4-Consolidated Statement of Income
For the fiscal year ended December 31, 2005
Millions of yen
Operating income and expenses:
Net sales
Cost of sales
Selling, general and administrative expenses
Operating income

245,874
138,351
95,693
11,830Non-operating income and expenses
Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

500
683
1,183

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

758
758
12,256Extraordinary income and losses
Extraordinary income:Lump-sum amortization of difference arising from return ofretirement benefits trust
Condemnation proceeds
Gains on sale of fixed assets
Gains on sale of investment securities
Proceeds from government assistant grants
Extraordinary income

1,689
121
117
62
53
2,045

Extraordinary losses:
Expenses for compatibility with new currency
Compensation for disposal of fixed assets
Impairment loss
Additional liquor tax
Losses on valuation of investment securities
Losses on sale of fixed assets
Losses arising from earthquake disaster
Expenses for changing corporate names of subsidiaries
Losses on disposal of fixed assets
Extraordinary losses
Income before income taxes and minority interests
Corporate, inhabitant and business taxes
Income taxes
Minority interests
Net income

1,103
372
208
149
93
66
61
33
11
2,100
12,201
3,222
1,632
40
7,305

Notes:
1. Net income per share: 93.42 yen
2. Amounts less than one million yen are omitted.

-5-Non-consolidated Balance Sheet
As of December 31, 2005
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade notes receivable
Trade accounts receivable
Marketable securities
Merchandise
Manufactured goods
Raw materials
Stored goods
Advances madePrepaid expenses
Deferred tax assets
Short-term loans to affiliates
Accrued income
Other current assets
Allowance for doubtful accounts
Total Current Assets

9,130
54
8,738
7,706
4,530
5
4
93
2,262
2,434
415
2,750
4,179
68
(37)
42,338Fixed Assets
Property, plant and equipment:
Buildings
Structures
Machinery and equipment
VehiclesTools, instruments and fixtures
Sales equipment
Land
Construction in progress
Total property, plant and equipment

15,0391,405
11,3791,196
1,132
11,88024,202423
66,658Intangible assets:
Leasehold
Software
Other intangible fixed assets
Total intangible fixed assets

29
2,149
0
2,180

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

52,80819,267
1,595
785
6,425
1,164
(184)
81,863
150,702

Total Assets

193,041-6-

Non-consolidated Balance Sheet
As of December 31, 2005
Millions of yen
LIABILITIESCurrent Liabilities:
Trade accounts payable
Other accounts payable
Accrued expenses
Accrued income taxes
Accrued consumption taxes
Money entrusted
Notes payable for equipment
Total Current Liabilities

136
8,464
550
1,925
94
3,347
183
14,702Long-term Liabilities:
Deferred tax liabilities
Allowance for employee’s retirement benefits
Allowance for directors’ retirement benefits
Long-term money entrusted
Total Long-term Liabilities

6,982
475
119
62
7,640

Total Liabilities

22,342SHAREHOLDERS’ EQUITY
Common stock
Additional paid-in capital:
Capital reserve
Retained earnings:
Legal reserve
Voluntary reserve:
Reserve for special depreciation
Reserve for advanced depreciation
Reserve for community contributions
Reserve for regional environmental preservation
General reserve
Total voluntary reserve
Unappropriated retained earnings for current term
Total retained earnings
Unrealized gains on stocks, etc.
Treasury stocks
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity

15,23135,111
3,316
62
710
487
220
114,488
115,968
10,115
129,400
2,396(11,442)
170,698
193,041

Notes:
1. Short-term monetary claims due from affiliates:
786 million yen
2. Short-term monetary claims due to affiliates:
3,941 million yen
3. Accumulated depreciation on property, plant and equipment:
110,256 million yen
4.
Method of processing notes maturing on fiscal closing date:Notes maturing on fiscal closing date are processed as of clearing date. As the last day of the fiscal year underreview fell on a banking holiday, the following notes maturing on fiscal closing date are included in the balance
as of fiscal year-end:
Trade notes payable:
28 million yen
5.
Net increase in the balance-sheet amount of assets as a result of assignment of market value to assets prescribedin Article 124 Item 3 of the Enforcement Regulations of the Commercial Code:2,396 million yen
6. Amounts less than one million yen are omitted.

-7-Non-consolidated Statement of Income
For the fiscal year ended December 31, 2005
Millions of yen
Operating income and expenses:
Net sales
Cost of sales
Selling, general and administrative expenses
Operating income

186,953
104,242
70,852
11,857

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

716
591
1,307

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

688
688
12,477Extraordinary income and losses
Extraordinary income:Lump-sum amortization of adjustments accompanying partial
reimbursement of trust for retirement benefits trust
Condemnation proceeds
Gains on sale of fixed assets
Proceeds from government assistance grants
Extraordinary income
Extraordinary losses:
Expenses for compatibility with new currency
Compensation for disposal of fixed assets
Losses on valuation of investment securities
Losses on sale of fixed assets
Losses arising from earthquake disaster
Impairment losses
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income
Profit brought forward from previous term
Losses on disposal of treasury stocks
Withdrawal of allowance for community contributions
Withdrawal of allowance for regional environmental preservation
Interim dividend paid
Unappropriated retained earnings
Notes:
1. Transactional volume with affiliated companies:
Sales:
3,477 million yen
Purchases:
7,989 million yen
Selling, general and administrative expenses: 14,485 million yen
Other operating transactions:
1,028 million yen
2. Net income per share:
101.73 yen
3. Amounts less than one million yen are omitted.

-8-

1,689
121
116
53
1,981
830
330
93
68
57
22
1,402
13,055
2,949
2,167
7,938
3,378
27
211
167
1,553
10,115

Proposed Appropriation of Retained Earnings(Unit: Yen)
Account Items

AmountUnappropriated retained earnings at year end

10,115,028,792

Reversal of reserve for special depreciation

16,241,351

Reversal of reserve for advanced depreciation

39,516,294

Total

10,170,786,437

We propose to appropriate this amount as follows:
Dividend (20 yen per share)

1,557,456,300

Directors’ bonus

33,000,000

Reserve for community contributions

200,000,000

Reserve for regional environmental preservation

100,000,000

General reserve

4,700,000,000

Retained earnings carried forward

3,580,330,137

Note: Interim dividend of 1,553,431,660 yen (20 yen per share) was paid on September 1, 2005.

-9-

Reference Materials for Exercising Voting Rights

1. Number of Voting Rights of All Shareholders:

776,427

2. Proposals and Reference Materials
Proposal No. 1: Approval of Proposed Appropriation of Retained Earnings for 48th Fiscal
Term
Details of this proposal are as described in the attached documents (page 9).
In consideration of our business results for the current fiscal term, strengthening of ourbusiness structure and future business environment, we propose to pay out a dividend of 20.00
yen per share for the current fiscal term.

Proposal No. 2: Partial Amendments of Articles of Incorporation
1. Reasons for Amendments(1)

As the “Law regarding partial revision of the Commercial Code for the introductionof electronic notification system” (Law No. 87 of 2004) came into effect on February
1, 2005, we propose to change the method of making public notice stipulated in
Article 4 of our Articles of Incorporation from Nihon Keizai Shimbun to an electronic
notification system. We also propose to set up an alternative method to make public
notice in case the electronic notification is not available.

(2)

In order to clarify management responsibility of Directors in a given business year
and establish a dynamic business structure capable of responding swiftly to changes
in our business environment, we propose to shorten the term of office of Directors
prescribed in Article 19 Paragraph 1 of the Articles of Incorporation from two (2)years to one (1) year, and to concurrently delete the provisions concerning adjustmentof the term of office of Directors prescribed in Paragraph 2 of the said Article. We
also propose to set up a supplementary provision concerning the term of office of
those Directors who were elected at the 47th ordinary general meeting of shareholders
held on March 24, 2005, and to delete the said supplementary provision when it
becomes unnecessary.

(3)

At the meeting of the Board of Directors held on February 22, 2006, we resolved toabolish the retirement benefits system for Directors and Corporate Auditors. In stepwith the said abolition, we propose to delete the word “retirement benefits” currently
provided in Articles 23 and 31 of the Articles of Incorporation.

- 10 -

2. Details of Proposed Amendments
Details of the proposed amendments are as follows:(Amended portions are underlined.)
Existing Articles of Incorporation
Article 4. Method of Public Notice
Public notices of the Company shall be given in the
Nihon Keizai Shimbun.

Article 19. Term of Office
1. Term of Office of a Director shall expire at theconclusion of the ordinary general meeting ofshareholders for the latest accounting period within
two (2) years from his/her assumption of office.
2. Term of Office of a Director elected to increase thenumber of Directors or as a substitute shall be theremaining term of office of other incumbent
Directors.
Article 23. Remuneration and Retirement Benefits
Remuneration and retirement benefits for Directors shallbe determined by resolution of a general meeting ofshareholders.
Article 31. Remuneration and Retirement Benefits
Remuneration and retirement benefits for Corporate
Auditors shall be determined by resolution of a general
meeting of shareholders.
(Newly added)

Proposed Amendments
Article 4. Method of Public Notice
Public notices of the Company shall be given by meansof electronic notification. However, in case electronic
notification is not available due to an accident or any
other unavoidable reason, notices shall be given bymeans of publishing in the Nihon Keizai Shimbun.
Article 19. Term of OfficeTerm of Office of a Director shall expire at theconclusion of the ordinary general meeting ofshareholders for the last accounting period ending withinone (1) year from his/her assumption of office.
(Deleted)

Article 23. Compensation
Compensation for Directors shall be determined byresolution of a general meeting of shareholders.
Article 31. Compensation
Compensation for Corporate Auditors shall be
determined by resolution of a general meeting ofshareholders.
Supplementary Provision 2
Notwithstanding the provisions of Article 19 hereof, theterm of office of those Directors who were elected at the
47th ordinary general meeting of shareholders of theCompany held on March 24, 2005 shall expire atconclusion of the 49th ordinary general meeting ofshareholders of the Company. This Supplementary
Provision 2 shall be deleted concurrently uponconclusion of the 49th ordinary general meeting ofshareholders of the Company.

Proposal No. 3: Approval of Demerger Plan
1. Background of Demerger
In light of the drastic changes that have occurred in the soft drink market environment in recent
years, including the diversification of consumer needs, change of distribution channels, andintensified sales competition, the Company and Kinki Coca-Cola Bottling Company, Limited(“Kinki CCBC”) have each built firm positions as leading companies in their respective
business territories. To fully utilize the strengths of both companies and establish their- 11 -

competitive superiority toward leading the way in Japan’s Coca-Cola business and continuing toachieve sustainable growth, the both companies agreed that the best approach would be to build
a strong business foundation in an integrated manner, and decided at this time to establish a joint
holding company and implement “keiei tougou (merger/integration).”As a concrete means of establishing a joint holding company, the Company will change thetrade name to Coca-Cola West Holdings Company, Limited (“CCWHD”) and carry out ademerger by which a new company called Coca-Cola West Japan Company, Limited (“newCCWJ”) will be established to succeed to the beverage and food sales operations of theCompany. Concurrently, we will have Kinki CCBC exchange shares with the new holding
company, by which Kinki CCBC will become a wholly-owned subsidiary of the new holding
company. The trade name change, demerger and share exchange will be implemented in an
integrated manner.
Under CCWHD to be established as a new joint holding company by means of the said
demerger and share exchange, we will mobilize the management resources and businessknow-how of the group as a whole, and will focus on enhancing our corporate value.
We respectfully request that our shareholders agree with our intent as outlined above andapprove the Demerger Plan as proposed.
2. Details of Demerger Plan
Demerger Plan (Copy)
Coca-Cola West Japan Company, Limited (hereinafter referred to as the “Demerged Company”;
effective July 1, 2006, its trade name will be changed to Coca-Cola West Holdings Company,
Limited) has prepared this demerger plan (hereinafter referred to as the “Plan”) to have
Coca-Cola West Japan Company, Limited, a new company it will establish (hereinafter referred
to as the “New Company”), succeed to the beverage and food sales operations (hereinafterreferred to as the “Operations”) of the Demerged Company (hereinafter referred to as the“Demerger”), as follows:
Article 1 (Objectives)
The Demerged Company shall divide itself and establish a new company to effectuate an
exchange of shares (hereinafter referred to as “Shares Exchange”) between the Demerged
Company and Kinki Coca-Cola Bottling Company, Limited, based on the Shares Exchange
Agreement of February 22, 2006, between the two companies. The Shares Exchange is- 12 -

scheduled for July 1, 2006, at which time the New Company will succeed to the Operations inconjunction with the change by the Demerged Company of its trade name to Coca-Cola West
Holdings Company, Limited on the same date.
Article 2 (Articles of Incorporation)
The Articles of Incorporation of the New Company shall be as described in Attachment (1)“Articles of Incorporation of Coca-Cola West Japan Company, Limited.”
Article 3 (Issuance and Allocation by New Company of New Shares at time of Demerger)
The New Company shall issue one (1) common stock at the time of the Demerger and allocate
the entire share to the Demerged Company.
Article 4 (Common Stock and Capital Reserve)
The common stock and capital reserve of the New Company shall be as follows:(1) Common stock: One hundred million (1,000,000,000) yen(2) Capital reserve: Excess as stipulated in Article 288.2 Paragraph 1 Item 3.2, of theCommercial Code
Article 5 (Rights and Obligations Succeeded to New Company)
1. The assets, liabilities, and other rights and obligations the New Company takes over from theDemerged Company shall be as listed in Attachment (2) “Details of Rights and Obligations
Succeeded to the New Company.”
2. Notwithstanding the preceding paragraph, the New Company shall not succeed to those assets,
liabilities, and other rights and obligations which it is not allowed to succeed to for suchreasons as laws and ordinances, as well as obligations related to subscription rights.
3. The assets and liabilities the New Company takes over from the Demerged Company shall bebased on the balance sheet of December 31, 2005, for the Demerged Company and othercalculations made on the same day according to changes made in the balance sheet during theperiod to the day of the demerger to be added or subtracted.
4. Among the rights and obligations the New Company takes over from the Demerged Company,
the Demerged Company shall from the date of demerger accept the liabilities as a joint debtor
in accordance with its acceptance of coexistent debt. In the context of its relationship with theDemerged Company, however, the New Company shall take final responsibility for suchliabilities.
Article 6 (Date of Demerger)- 13 -

The Demerger shall take place on July 1, 2006. If a change in the date of the demerger isnecessary for procedural or other reasons, however, it can be changed by a resolution of theBoard of Directors of the Demerged Company.
Article 7 (Year-end and Interim Dividends)
1. The Demerged Company can pay a year-end dividend of twenty (20) yen per share or total
dividends of up to 1,557,456,300 yen to shareholders (including beneficial shareholders;hereinafter the same) or registered pledgees included or recorded in the list of shareholders(including the list of beneficial shareholders; hereinafter the same) available at the closing ofbusiness on December 31, 2005.
2. The Demerged Company can pay an interim dividend of twenty (20) yen per share or total
dividends of up to 1,657,973,080 yen to shareholders or registered pledgees included orrecorded in the list of shareholders available at the closing of business on June 30, 2006.
Article 8 (Directors and Statutory Auditors of New Company)
The directors and statutory auditors of the New Company shall be as listed below.
(1) Directors: Masamitsu Sakurai, Norio Sueyoshi, Tadatsugu Harada, and Kouichi Morii(2) Statutory auditor: Ryuji Nakagawa
Article 9 (Changes to Plan, Etc.)
1. If one of the events specified below occurs during the period from the drawing up of the Plan
to the day of the Demerger, the content of the Plan can be changed, and the Demerger can becancelled by a resolution of the Demerged Company’s Board of Directors.
(1) Where due to an act of force majeure or other circumstances, there is a major change inthe financial condition or business circumstances of the Demerged Company.
(2) Where circumstances arise that would be a major hindrance to the Demerger.
(3) Where circumstances arise that would be a major hindrance to the Shares Exchange.
(4) Where any other circumstances arise that would make it difficult to achieve the purposesof the Demerger.
2. If required by the Company Law (Law No. 86 of 2005), the content of the Plan, including the
Articles of Incorporation of Coca-Cola West Japan Company, Limited, as described in
Attachment (1), shall be revised by a resolution of Board of Directors of the Demerged
Company, and the Articles of Incorporation of the New Company shall be revised by aresolution of the New Company’s General Meeting of Shareholders immediately after the
New Company is established.

- 14 -

Article 10 (General Meeting of Shareholders to Approve the Demerger)
1. The Demerged Company shall convene an Ordinary General Meeting of Shareholders on
March 24, 2006, to seek approval for the Plan and resolutions concerning matters necessary
for the Demerger.
2. The Plan shall become null and void if not approved by the General Meeting of Shareholdersof the Demerged Company specified in the preceding paragraph.
Article 11 (Obligation to Avoid Competitive Business)
Even after the Demerger takes effect, the Demerged Company may be engaged in operations
that compete with the Operations.
Article 12 (Matters not Stipulated)
In addition to matters stipulated in the Plan, other matters necessary for the Demerger shall be
determined by the Demerged Company in accordance with the purpose of the Plan.

February 22, 2006
Norio Sueyoshi
Representative Director, President and CEO
Coca-Cola West Japan Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka City

- 15 -

Attachment (1)Articles of Incorporation of Coca-Cola West Japan Company, Limited
Chapter 1

General

Article 1 (Trade Name)
The trade name of the Company shall be Coca-Cola West Japan Company, Limited.
Article 2 (Objectives)
The objectives of the Company are to engage in the following businesses:(1) Sale of soft drinks, lactic drinks, alcoholic drinks, and foodstuffs.
(2) Sale of pre-paid magnetic cards.
(3) Sale of cigarettes.
(4) Businesses incidental to or related to those listed in the preceding items.
(5) Investment in and management of the businesses listed in the preceding items and otherbusinesses.
Article 3 (Location of Head Office)
The Company shall locate its head office in Fukuoka City.
Article 4 (Public Announcement Method)
The Company shall publish its announcements in official gazettes.

Chapter 2

Stock

Article 5 (Number of Shares Issued by Company)
The number of shares issued by the Company shall be five (5).
Article 6 (Restrictions on Stock Transfer)
Any transfer of shares in the Company shall require the approval of its Board of Directors.
Article 7 (Stock Handling Rules)
The types of stock certificates issued by the Company, stock transfer, and other matters related
to the handling of stock, as well as commissions shall be as stipulated in the Stock HandlingRules established by the Board of Directors.

- 16 -

Article 8 (Base Date)
The Company regards shareholders included or recorded in the list of shareholders available atthe closing of a given settlement term as those who can exercise their rights at the Ordinary
General Meeting of Shareholders for the settlement term.
2. In addition to the provision of the preceding paragraph, when necessary the Company canregard shareholders or registered pledgees included or recorded in the list of shareholders
available at the closing of a given day as those who can exercise their rights by making a publicannouncement to that effect through a resolution of its Board of Directors.

Chapter 3

General Meeting of Shareholders

Article 9 (Convocation)
The Ordinary General Meeting of Shareholders shall be convened within three (3) months of the
day following the closing of each settlement term, and Extraordinary General Meetings ofShareholders can be called when necessary.
Article 10 (Convener and the Chairperson)
Unless otherwise stipulated by laws and ordinances, General Meetings of Shareholders shall be
convened by a Representative director according to an order of priority predetermined by the
Board of Directors.
2. If a representative director is unable to perform his/her duties, another director shall takehis/her place according to the procedure predetermined by the Board of Directors.
Article 11 (Resolution Method)
Unless otherwise stipulated by laws and ordinances or the Articles of Incorporation, resolutionsof the General Meeting of Shareholders shall be adopted by a majority of voting shareholders
present.
2. Resolutions of the General Meeting of Shareholders as stipulated in the provision of Article
343 of the Commercial Code shall be adopted by a majority of two-thirds (2/3) or more ofshareholders present who represent one-third (1/3) or more of total voting rights ofshareholders.
Article 12 (Proxy Exercise of Voting Rights)
A shareholder can exercise his or her voting rights by appointing one of the Company’s othershareholders with voting rights as his or her representative. The shareholder or his or her
representative, however, must submit a document that proves the latter’s right to represent the- 17 -

shareholder.
Article 13 (Minutes)
Minutes of the proceedings of the General Meeting of Shareholders shall be taken andsealed/signed or electronically signed by the chairperson of the meeting and all directors
present.

Chapter 4

Directors and Board of Directors

Article 14 (Number of Directors)
The Company shall have three (3) or more directors.
Article 15 (Election)
Directors shall be elected by the General Meeting of Shareholders.
2. Resolutions of election of directors shall be adopted by a majority of shareholders present
who represent one-third (1/3) or more of total voting rights of shareholders.
3. Cumulative voting shall not be used for resolutions of election of directors.
Article 16 (Term of Office)The term of office for directors shall last until the closing of the Ordinary General Meeting of
Shareholders for the last settlement term that comes within two (2) years of their inauguration.
2. The term of office for directors who fill vacancies or newly added directors shall last until theterm for the incumbents expires.
Article 17 (Representative Directors)
Directors who represent the Company shall be elected by a resolution of the Board of Directors.
Article 18 (Convocation of Meetings of Board of Directors)
Notice for convening a meeting of the Board of Directors shall be given to all directors andstatutory auditors three (3) days prior to the day of the meeting. In case of emergency, however,the period of notice can be shortened.
Article 19 (Rules for Board of Directors)
Unless otherwise stipulated by laws and ordinances or the Articles of Incorporation, mattersrelated to the Board of Directors shall be as provided for in the Rules for the Board of Directors- 18 -

established by the Board of Directors.
Article 20 (Remuneration)
Remuneration for directors shall be determined by a resolution of the General Meeting of
Shareholders.
Article 21 (Advisors)
The Company may appoint a number of advisers through a resolution of its Board of Directors.

Chapter 5

Statutory Auditors

Article 22 (Number of Statutory Auditors)
The Company shall have one (1) or more statutory auditors.
Article 23 (Election)
Statutory auditors shall be elected by the General Meeting of Shareholders.
2. Resolutions of election of statutory auditors shall be adopted by a majority of shareholders
present who represent one-third (1/3) or more of total voting rights of shareholders.
Article 24 (Term of Office)The term of office for statutory auditors shall last until the closing of the Ordinary General
Meeting of Shareholders for the last settlement term that comes within four (4) years of theirinauguration.
2. The term of office for statutory auditors who fill vacancies shall last until that for theoutgoing ones expires.
Article 25 (Remuneration)
Remuneration for statutory auditors shall be determined by a resolution of the General Meetingof Shareholders.

Chapter 6

Calculations

Article 26 (Business Year)The business year for the Company shall be from January 1 to December 31 of each year, andthe books shall be closed on the last day of the year.

- 19 -

Article 27 (Dividends)
Dividends shall be paid to shareholders or registered pledgees included or recorded in the list ofshareholders available at the closing of each settlement term.
Article 28 (Interim Dividends)
Through a resolution of its Board of Directors, the Company may distribute money (hereinafterreferred to as “Interim Dividends”) to shareholders or registered pledgees included or recordedin the list of shareholders available at the closing of business on June 30 of each year inaccordance with the provision of Article 293.5 of the Commercial Code.
Article 29 (Term of Exclusion for Dividends)
If year-end or interim dividends are not received for three (3) full years or longer after the dayof their payment, the Company shall be exempted from such payment.
2. Unpaid dividends as referred to in the preceding paragraph shall not bear interest.

Supplementary Provision 1
The trade name of this company was originally acquired through an agreement dated July 1,
1999, with The Coca-Cola Company, a corporation with headquarters located at 1 Coca-Cola
Plaza, Atlanta, Georgia, in the United States, and succeeded to the company. The company canuse The Coca-Cola Company’s “Coca-Cola” trademark or the word “Coca-Cola” as part of its
corporate name as long as the agreement continues to be in effect, on the condition that if The
Coca-Cola Company disallows further use of the trademark the company will immediately
cease using it.

- 20 -

Supplementary Provision 2(Shares Issued at Time of Establishment)
1. The total number of shares issued by the Company when it is established shall be one (1), andall shares thus issued shall be common stock.
(First Business Year)
2. Notwithstanding the provision of Article 26, the first business year for the Company shall befrom the date of its establishment to December 31, 2006.
(First Term of Office for Statutory Auditors)
3. Notwithstanding the provisions of Articles 16 and 24, the first term of office for theCompany’s statutory auditors shall last until the closing of the first Ordinary General Meeting of
Shareholders.
(Deletion of Supplementary Provision)
4. Supplementary Provision 2 shall be deleted at the closing of the first Ordinary General
Meeting of Shareholders.

- 21 -

Attachment (2)Details of Rights and Obligations Succeeded to New Company
1. Assets and Liabilities
The New Company shall succeed to all assets and liabilities belonging to the Operations fromthe Demerged Company. Details of the assets and liabilities are as follows:(1) Assets
a. Current assets
All current assets belonging to the Operations, including cash and deposits (amounts
equivalent to working capital required for the Operations), notes receivable, accounts
receivable - trade, securities, inventories, prepaid expenses, accounts receivable – other,and deferred tax assets
b. Fixed assets(a) Tangible fixed assets
All tangible fixed assets belonging to the Operations, including buildings,
structures, machinery and equipment, vehicles and delivery equipment, tools,
furniture and fixtures, vending machines, land, and construction in progress(b) Intangible fixed assets
All intangible fixed assets belonging to the Operations, including leaseholds andsoftware(c) Investments, etc.
All investments and other assets belonging to the Operations, including long-term
prepaid expenses and prepaid pension cost (excluding stock described in
Attachment (3) “Stock Not Succeeded to the New Company” even if it belongs to
the Operations)(2) Liabilities
a. Current liabilities
All current liabilities belonging to the Operations, including accounts payable, accounts
payable - other, accrued expenses, and deposits received
b. Fixed liabilities
All fixed liabilities belonging to the Operations, including deferred tax liabilities andallowance for employees’ severance and retirement benefits
2. Contracts (Excluding Employment Contracts, Labor Agreements, etc.)
The New Company shall succeed to all contracts and agreements signed between theDemerged Company and The Coca-Cola Company, that belong to the Operations, as well as- 22 -

all rights and obligations based thereon, from the Demerged Company.

The contracts andagreements include the Trade Name Authorization Agreement, sales contract, temporary
staffing agreement, outsourcing contract, real estate lease contract, and general leaseagreement.
The New Company, however, shall not succeed to the manufacturing/purchasing agreement
and the Distribution Authorization Agreement into which the Demerged Company enteredwith The Coca-Cola Company and Coca-Cola (Japan) Company, Limited. With the consent of
The Coca-Cola Company and Coca-Cola (Japan) Company, Limited, however, the Demerged
Company shall arrange for the New Company to have the rights to sell products covered by
the agreements.
3. Employment Contracts, Labor Agreements, Etc.
The New Company shall succeed to all the employment contracts with employees enrolledwith the Demerged Company on the day of the demerger and then employ them as its
personnel. The New Company shall also succeed to all the labor agreements and otherlabor-related agreements signed between the Demerged Company and the Coca-Cola WestJapan Sanyo Labor Union.
The New Company shall succeed to all of the agreement concluded between the Demerged
Company and the Coca-Cola West Japan Employee Society.

- 23 -

Attachment (3)Stock Not Succeeded to New Company
None of the shares issued by the companies listed below shall be succeeded to the New
Company.
1.

Coca-Cola West Japan Products Co., Ltd.[Company, Limited]2.

Coca-Cola West Japan Vending Co., Ltd.

3.

Coca-Cola West Japan Logistics Co., Ltd.

4.

Coca-Cola West Japan Customer Service Co., Ltd.

5.

Nishinihon Beverage Co., Ltd.

6.

Nichibei Co., Ltd.

7.

Takamasamune Co., Ltd.

8.

West Japan Service Co., Ltd.

9.

Mikasa Coca-Cola Bottling Co., Ltd.

10. Daisen Beverage Co., Ltd.
11. Coca-Cola National Beverages Co., Ltd.
12. Coca-Cola Beverage Service Co., Ltd.
13. Coca-Cola National Sales Co., Ltd.
14. FV Corporation
15. Kinki Coca-Cola Bottling Company, Ltd..

- 24 -

3. Related Matters concerning Demerger Plan
(1) Matters related to Directors
Name(Date of Birth)

Masamitsu Sakurai(January 8, 1942)

Brief Personal Profile and Representation in Other Companies
April 1966
May 1984
June 1992
April 1993
June 1994
April 1996
March 2005
June 2005

Norio Sueyoshi(February 18, 1945)

April 1967
January 1991
March 1991
March 1995
August 1997
March 1999
March 2001
March 2002

Tadatsugu Harada(September 4, 1945)

April 1968
January 1995
March 1997
March 1999
March 2001
April 2003
March 2005
April 1967
January 1995
June 1997

Koichi Morii(February 11, 1945)

March 1999
July 1999
March 2001
March 2005

Joined Ricoh Co.
Director & President, Ricoh UK Products Ltd.
Director, Ricoh Co.
Director & President, Ricoh Europe B.V.
Managing Director, Ricoh Co.
Representative Director & President, Ricoh Co.
Representative Director, CCWJ (incumbent)
Chairman, CCWJ (incumbent)
Representative Director, Ricoh Co. (incumbent)
President & Corporate Executive Officer, Ricoh Co.
(incumbent)
Joined CCWJ
General Manager, President’s Office, CCWJ
Director, CCWJManaging Director, CCWJ
Senior Managing Director, CCWJ
Executive Vice President, CCWJ
Director, CCWJ
Vice President, CCWJ
Representative Director, CCWJ (incumbent)
President & CEO, CCWJ (incumbent)
Joined CCWJ
General Manager, Marketing & Sales Promotion, CCWJ
Director, CCWJ
Corporate Officer, CCWJ
Associate Senior Corporate Executive Officer, CCWJ
Senior Corporate Executive Officer, CCWJ
Director, CCWJ (incumbent)
Vice President, CCWJ (incumbent)
Joined Nippon Reizo Co. (currently Nichirei Corp.)
Director & President, Nichirei Foods America, Inc.
Director, Nichirei Co.
President, Nichirei Foods, Inc.
Senior Corporate Executive Officer, Sanyo Coca-Cola
Bottling Co.
Senior Corporate Executive Officer, CCWJ
Representative Director & President, Sanyo Coca-Cola
Sales Co.
Director, CCWJ (incumbent)
Executive Vice President, CCWJ (incumbent)- 25 -

No. of Company
Stocks Owned-

13,063

5,541

2,930

(2) Matters Related to Corporate Auditor
Name(Date of Birth)

Ryuji Nakagawa(January 27, 1945)

Brief Personal Profile and Representation in Other Companies
March 1968
January 1994
April 1997
March 1999
April 2002
March 2004

No. of Company
Stocks Owned

Joined CCWJ
General Manager, Administration, CCWJ
Associate Director, CCWJ
Corporate Executive Officer, CCWJ
General Manager, Human Resources, CCWJ
Standing Corporate Auditor, CCWJ (incumbent)

5,130

4. Explanation on Allocation of shares as Prescribed in Article 374.2 Paragraph 1 Item 2 of
the Commercial CodeStatement of Reasons for Allocation of shares (Copy)
The Company has agreed with Kinki Coca-Cola Bottling Company, Ltd. to implement keiei
tougou (merger/integration) through a joint holding company to concentrate the two companies’
management resources. Given that the purpose of demerger is to transform the Company into a
joint holding company and implement share exchange in an integrated manner, we have decided
that the number of common stock to be issued by the New Company by demerger to be one (1),and that the said one common stock to be allocated to the Company as a company to be
demerged.

- 26 -

5. Explanation and Reasons for Prospect of Debt Obligations Repayment by EachCompanies Defined in Article 374.2 Paragraph 1 Item 3 of the Commercial CodeStatement of Reasons for Prospect of Debt Obligations Repayment (Copy)
We believe there is a fair prospect that both the Company (whose trade name will be changed to
Coca-Cola West Holdings Co., Ltd.) and the new company to be established (Coca-Cola WestJapan Company, Limited, hereinafter referred to as the “New Company”) will be able to repay
the respective debt obligations that they will assume after implementation of demerger based on
the Demerger Plan as of February 22, 2006 (hereinafter referred to as the “Demerger”) for thefollowing reasons:
1. The Company(1)

As of December 31, 2005, the Company’s assets and liabilities in the balance sheet
stood at 193,041 million yen and 22,342 million yen, respectively.

Because theCompany will be allocated all of the stock to be issued by Coca-Cola West Japan
Company, Limited. in the process of the Demerger, the amount of the Company’s
shareholders’ equity will remain unchanged before and after the Demerger, and theCompany’s assets are expected to continue to exceed its liabilities even after theDemerger.
(2)

Regarding our earnings and cash flows forecast after the Demerger, there is noprospect at present that any event or circumstance that might adversely impact our
performance of the debt obligations will occur.

(3)

At the present time, we are not aware of the fact or possibility of occurrence of any
other event or phenomenon that might adversely impact the Company’s capabilities toperform its debt obligations that it should assume after the Demerger.

2. The New Company(1)

According to our pro forma calculation based on the Company’s balance sheet as ofDecember 31, 2005, amounts of assets and liabilities that the New Company will
succeed by the Demerger are 84,337 million yen and 9,600 million yen, respectively.
Hence, we expect that the assets of the New Company will amply exceed its liabilities
after the Demerger.

(2)

At the present time, we do not foresee occurrence of any event or circumstance thatmight adversely impact prospective earnings and cash flows of New Company after
Demerger to the extent of posing a problem for performing its debt obligations.

- 27 -

(3)At the present time, we are not aware of the fact or possibility of occurrence of any
other event or phenomenon that might adversely impact the New Company’s
capabilities to perform its debt obligations that it should assume after the Demerger.

6. Details of Balance Sheet and Statement of Income as Prescribed in Article 374.2
Paragraph 1 Items 4 and 6 of the Commercial Code
Details of the Company’s balance sheet and statement of income prepared within six months
prior to the date of subject general meeting of shareholders of the Company are as detailed in
the attached documents (pages 6 to 8). The figures in the balance sheet and statement of income
are in their final form.

Proposal No. 4: Approval of Shares Exchange Agreement
1. Reasons for Exchange of Shares
As explained in Proposal No. 3, the Company and Kinki CCBC have decided to integrate
operations by establishing a joint holding company. And as a concrete means of establishing a
joint holding company, the Company will change the trade name to Coca-Cola West Holdings
Company, Limited (“CCWHD”) and carry out a demerger by which a new company called
Coca-Cola West Japan Company, Limited (“new CCWJ”) will be established to succeed to thebeverage and food sales operations of the Company. Concurrently, we will have Kinki CCBC
exchange shares with the new holding company, by which Kinki CCBC will become awholly-owned subsidiary of the new holding company. The trade name change, demerger andshare exchange will be implemented in an integrated manner.
We respectfully request that all shareholders agree with our intent as outlined above andapprove the Shares Exchange Agreement as proposed.
2. Details of Shares Exchange Agreement(1) Shares Exchange Agreement (Copy)
Coca-Cola West Japan Company, Ltd. (hereinafter referred to as “CCWJ”) and Kinki Coca-Cola
Bottling Company, Ltd. (hereinafter referred to as “Kinki CCBC”) do hereby enter into thefollowing agreement (hereinafter referred to as “this Agreement”) concerning the exchange ofshares.

- 28 -

Article 1 (Shares Exchange)
1．On July 1, 2006, CCWJ shall perform the tasks of demerger (hereinafter referred to as
the “CCWJ demerger”) as set forth in Attachment 1, “Demerger Plan”. Furthermore, on
July 1, the trading name of CCWJ shall be changed to Coca-Cola West Holdings
Company, Ltd. (hereinafter referred to as “CCWH”), and CCWJ and Kinki CCBC shallconduct an exchange of shares (hereinafter referred to as the “Shares Exchange”) as
stipulated from Article 352 through Article 363 of the Commercial Code of Japan, all in
an integrated manner.
2．As a result of the Shares Exchange, CCWJ (whose trade name will be changed to
CCWH) on July 1, 2006) shall become the parent company of Kinki CCBC, and Kinki
CCBC shall become the wholly-owned subsidiary of CCWJ.
Article 2 (Shares Exchange Date)
The date of the Shares Exchange shall be July 1, 2006. However, depending on therequirements related to the progress of shares exchange procedures or other reasons, thisdate may be changed based upon consultations between CCWJ and Kinki CCBC.
Article 3 (Amendments to Articles of Incorporation)
1．As a result of the Shares Exchange, Articles of Incorporation shall be amended as set
forth in Attachment 2, “Amendments to Articles of Incorporation,” and such amendments
shall take effect on the date of the Shares Exchange.
Article 4 (Shares to be Issued and Their Allocation at Shares Exchange)
1．CCWJ, at the time of the Shares Exchange, shall issue 28,227,060 common shares, said
shares to be allocated to those shareholders (including beneficial shareholders;hereinafter the same) included or recorded in the register of Kinki CCBC shareholders(including the register of beneficial shareholders; hereinafter the same) as of the close ofbusiness of Kinki CCBC on the day prior to the Shares Exchange date, with a shareallocation ratio of .0451 common shares of CCWJ for every common share of Kinki
CCBC held by said shareholders. There shall be no allocation related to Kinki CCBC
shares that CCWJ already holds.
2．Calculation of dividends concerning shares issued by CCWJ to Kinki CCBC
shareholders pursuant to the preceding paragraph shall commence from July 1, 2006.
Article 5 (Increases in Common Stock and Capital Reserve)
The increases in the amount of CCWJ common stock and capital reserve resulting from the- 29 -

Shares Exchange shall be set forth as follows:(1) Common Stock
The amount of CCWJ common stock shall not be increased.
(2) Capital Reserve
The amount of capital reserve shall be calculated by multiplying the net assets held by
Kinki CCBC on the Shares Exchange date by the percentage obtained by dividing
the total number of shares issued by Kinki CCBC by the total number of sharestransferred to CCWJ as a result of the Shares Exchange.
Article 6 (General Meeting of Shareholders for Approval of Shares Exchange)
1．CCWJ shall convene its Ordinary General Meeting of Shareholders on March 24, 2006,
and at said meeting shall seek resolutions in favor of the demerger plan for CCWJ
Demerger, this Agreement and other items required for the Shares Exchange.
2．Kinki CCBC shall convene its Ordinary General Meeting of Shareholders on March 30,
2006, and at said meeting shall seek resolutions in favor of this Agreement and otheritems required for the Shares Exchange.
3．Procedures set forth in the preceding two paragraphs, depending on the requirements
related to the progress of shares exchange procedures or other reasons, may be changed
based upon consultations between CCWJ and Kinki CCBC.
Article 7 (Management of Assets of Companies)
CCWJ and Kinki CCBC, from the day of entering into this Agreement until the dayprior to the Shares Exchange date as determined in this Agreement, shall performtheir respective duties and control and manage their assets with the standard of carereasonably expected of prudent business managers and shall not without priorconsultation between CCWJ and Kinki CCBC engage in any acts (excluding the
CCWJ Demerger) that are likely to have a major influence on their assets or on any
other rights or obligations.
Article 8 (Limit on Amount of Year-End and Interim Dividends)
1．CCWJ and Kinki CCBC may pay dividends, limited to the amounts set forth below, totheir shareholders and registered pledgees included or recorded in the shareholders
register as of the close of business on December 31, 2005, by obtaining resolutions at theGeneral Meeting of Shareholders of CCWJ and Kinki CCBC referred to in Article 6.1
and Article 6.2 concerning said payments.
(1) CCWJ may pay a dividend of ¥20 per common share up to ¥1,557,456,300 in a total- 30 -

amount.
(2) Kinki CCBC may pay a dividend of ¥12 per common share up to ¥750,368,268 in a
total amount.
2．CCWJ and Kinki CCBC may pay interim dividends, limited to the amounts set forth
below, to their shareholders and registered pledgees included or recorded in theshareholders register as at the close of business on June 30, 2006 by obtaining
resolutions at the Board of Directors meetings of CCWJ and Kinki CCBC concerning
said payments.
(1) CCWJ may pay a dividend of ¥20 per common share for a total amount of¥1,657,973,080.
(2) Kinki CCBC may pay a dividend of ¥12 per common share for a total amount of¥751,092,588.
Article 9 (Appointment of New Officers at Shares Exchange)
At the time of the Shares Exchange, the persons newly appointed as directors and statutory
auditors shall be as set forth below. Their date of appointment shall be the date of the
Shares Exchange.

At the General Meeting of Shareholders convened pursuant to Article 6.1,

moreover, in addition to seeking a resolution in favor of this Agreement, CCWJ shall alsoseek resolutions in favor of the appointment of the directors and statutory auditors (including
alternates) set forth below:(a) Directors
Masakazu Morito, Tamio Yoshimatsu, and Naomichi Asano(b) Statutory Auditors
Hiroshi Kanda and Yukiko Kyokane
Article 10 (Term of Office of Statutory Auditors Prior to Shares Exchange)
The term of office of statutory auditors of CCWJ appointed prior to the date of the Shares
Exchange shall be the term that would be served were there no Shares Exchange.
Article 11 (Changes to Shares Exchange Terms and Conditions, and Cancellation of Shares
Exchange Agreement)
If one of the events specified below occurs during the period from the execution date until
the day prior to the Shares Exchange date, the terms and conditions of the Shares Exchange
may be changed or this Agreement may be cancelled based upon consultations between
CCWJ and Kinki CCBC.
1) Where due to an act of force majeure or other circumstances, there is a major change in- 31 -

the assets or business circumstances of either CCWJ or Kinki CCBC
2) Where circumstances arise that would be a major hindrance to the Shares Exchange
3) Where circumstances arise that would be a major hindrance to the CCWJ Demerger
4) Where any other circumstances arise that would make it difficult to achieve thepurposes of the Shares Exchange
Article 12 (Effect of Shares Exchange Agreement)This Agreement shall be rendered null and void where the resolutions for approval at theGeneral Meeting of Shareholders of CCWJ referred to in Article 6.1 or the General Meetingof Shareholders of Kinki CCBC referred to in Article 6.2 cannot be made or where theapproval of concerned government bodies required under any applicable laws or ordinances
cannot be obtained.
Article 13 (Items Not Set Forth in This Agreement)
Where not set forth in this Agreement, the items required for the Shares Exchange shall, in
accordance with the intent of this Agreement, be determined based upon consultations
between CCWJ and Kinki CCBC.

IN WITNESS WHEREOF
CCWJ and Kinki CCBC have caused two (2) copies of this Agreement to be prepared, signed,
and sealed, a copy being retained by each party.
February 22, 2006
CCWJ: (signature) (seal)
Norio Sueyoshi
Representative Director, President and CEO
Coca-Cola West Japan Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka City
Kinki CCBC: (signature) (seal)
Masakazu Morito
Representative Director and President
Kinki Coca-Cola Bottling Company, Limited
7-9-31 Senrioka, Settsu City, Osaka- 32 -

Attachment 1: Demerger Plan
Demerger Plan is as described in “Proposal No. 3: Approval of Demerger Plan, 2. Details ofDemerger Plan” in pages 12 to 24.
Attachment 2: Amendments to Articles of Incorporation(Amended portions are underlined.)
Existing Articles of Incorporation(Trade Name)
Article 1. The English name of the company shall be
Coca-Cola West Japan Company, Limited.

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

(Business Purposes)
Article 2. The business purposes of this company shall be
as follows:(Business Purposes)
Article 2. The business purposes of this company are tocontrol and manage the business activities of thecompany conducting the business outlined as follows byholding said company’s shares, and conducting thefollowing business:(1) - (18) (Unchanged)(19) Development of computer software and selling or
leasing related equipment;(20) Repair and maintenance of automobiles;(21) Travel business;(22) Construction business;(23) Business related or incidental to all the previous
items; and(24) Investment and management related to all businessundertakings, including the business listed in theprevious items.

(1) - (18) (Omit)(Newly established)(19) Business related or incidental to all the previous
items.
(20) Investment and management related to all businessundertakings, including the business listed in theprevious items.

(Miscellaneous)
The trade name of this company was acquired through anagreement approving use of it dated July 1, 1999, with
The Coca-Cola Company, a corporation with
headquarters located at 1 Coca-Cola Plaza, Atlanta,
Georgia, in the United States. The company can use The
Coca-Cola Company’s “Coca-Cola” trademark or theword “Coca-Cola” as part of its corporate name as longas the agreement continues to be in effect, on thecondition that if The Coca-Cola Company disallows
further use of the trademark the company will
immediately cease using it.

(Miscellaneous)
The trade name of this company was acquired through anagreement approving use of it dated July 1, 2006, with
The Coca-Cola Company, a corporation with
headquarters located at 1 Coca-Cola Plaza, Atlanta,
Georgia, in the United States. The company can use The
Coca-Cola Company’s “Coca-Cola” trademark or theword “Coca-Cola” as part of its corporate name as longas the agreement continues to be in effect, on thecondition that if The Coca-Cola Company disallows
further use of the trademark the company will
immediately cease using it.

(2) Referential Matters concerning Shares Exchange Agreement
Amendment of Articles of Incorporation (as per Article 3 of Shares Exchange Agreement)
These amendments will come into force when the share exchange takes effect.
a. Reasons for Amendments
Trade name and purpose prescribed in Articles 1 and 2 of the existing Articles of- 33 -

Incorporation are to be amended to deal properly with the anticipated circumstanceswhere the functions of the Company as a holding company will be reinforced and thelines of business carried on by the wholly-owned subsidiary will increase, both as aresult of the proposed share exchange. Also, the Miscellaneous of the existing Articles
of Incorporation is to be amended following the conclusion of the new agreement on
the use of trade name between the Company and the Coca Cola Company.
b. Details of Amendments
Details of the proposed amendments are as described in (1) Shares Exchange

Agreement (Copy), (1) Attachment 2: Details of Proposed Amendments to Articles
of Incorporation provided on page 33.

3. Explanation on Share exchange Ratio as Prescribed in Article 354 Paragraph 1 Item 2of the Commercial Code
Determination of Shares Exchange Ratio (Copy)
Coca-Cola West Japan Company, Limited (hereinafter referred to as the “Company”) and Kinki
Coca-Cola Bottling Company, Limited (hereinafter referred to as “Kinki CCBC”) havedetermined the share exchange ratio as provided below, in connection with a share exchange on
July 1, 2006 by which the Company will become a wholly-owning parent company and Kinki
CCBC will become a wholly-owned subsidiary (hereinafter referred to as “Subject Share
Exchange”):(1)

In proceeding with the Subject Share exchange, the Company requested a third party
Mitsubishi UFJ Securities Co., Ltd. (hereinafter referred to as “Mitsubishi UFJ
Securities”) to calculate the share exchange ratio. Kinki CCBC requested Nikko
Citigroup Limited to do a similar calculation of the share exchange ratio.

(2)

Following the request, Mitsubishi UFJ Securities conducted a multifaceted
examination of the corporate valuation method that should be adopted. As a result,
Mitsubishi UFJ Securities calculated and presented to the Company a reasonable
range of share exchange ratios after giving comprehensive consideration to valuation
results obtained from the market stock price method, the comparative peer publiccompany analysis method, and the discounted cash flow method.

(3)

The Company examined independently and carefully the method of calculating theshare exchange ratios and the calculation results that were presented by Mitsubishi
UFJ Securities, and held multiple discussions with Kinki CCBC while obtaining- 34 -

advices from Mitsubishi UFJ Securities. As a result, the Company and Kinki CCBC
jointly decided to propose the following share exchange ratios, which fall within the
aforementioned range presented by Mitsubishi UFJ Securities:
Company Name
Share exchange ratio(4)

The Company
1

Kinki Coca-Cola Bottling
0.451

The Company requested that Mitsubishi UFJ Securities revalidate the aforementioned
share exchange ratio. Mitsubishi UFJ Securities submitted written opinions to theeffect that the aforementioned share exchange ratio, under certain specific premises
and conditions, is valid and reasonable from financial perspectives.

(5)

On February 22, 2006, the respective Boards of Directors of the Company and Kinki
CCBC approved conclusion of the Shares Exchange Agreement prescribing the
aforementioned share exchange ratio, and both companies concluded the relevant
Shares Exchange Agreement on the same day.

4. Details of Balance Sheet and Statement of Income of Companies Executing shareexchange as Prescribed in Article 354 Paragraph 1 Items 3 and 5 of the Commercial Code(1)

Details of the Company’s balance sheet and statement of income prepared within six
months prior to this general meeting of shareholders of the Company are as detailed
in the attached documents (pages 6 to 8). The figures in the balance sheet andstatement of income are the final versions.

(2)

Details of Kinki CCBC’s balance sheet and statement of income prepared within six
months prior to the date of this general meeting of shareholders are as detailed below.
The figures in the balance sheet and statement of income are the final versions.

- 35 -

Non-consolidated Balance Sheet
As of December 31, 2005
Millions of yen
ASSETS
Current Assets
Cash and deposits
Notes receivable
Account receivable - trade
Merchandise
Supplies
Prepaid expenses
Short-term loans to affiliates
Accounts receivable - other
Deferred tax assets
Other
Allowance for doubtful accounts
Total Current Assets

6,068
0
9,100
3,566
1,098
1,411
613
2,656
1,906
377
(27)
26,771

Fixed Assets
Tangible fixed assets
Buildings (after accumulated depreciation of 13,075 million yen)
Structures (after accumulated depreciation of 2,833 million yen)
Machinery and equipment(after accumulated depreciation of 21,201 million yen)Tools, furniture and fixtures(after accumulated depreciation of 4,065 million yen)
Vending machines(after accumulated depreciation of 45,359 million yen)
Land
Construction in progress
Total tangible fixed assets

14,28317,08885
53,321Intangible fixed assets:
SoftwareTelephone subscription rights
Facility use rights
Software in progress
Total intangible fixed assets

3,079
116
47
190
3,433

Investments and other assets:
Investment securities
Investments in affiliates
Long-term loans
Long-term loans to employees
Long-term loans to affiliates
Past due loans and receivables
Long-term prepaid expenses
Guarantee money deposited
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets

3,607
5,783
103
54
2,503
115
1,271
1,206
3,277
752
(554)
18,12074,875

Total assets

101,647- 36 -

12,735
1,295
6,844
989

Non-consolidated Balance Sheet
As of December 31, 2005
Millions of yen
LIABILITIESCurrent Liabilities:
Accounts payable - tradeLong-term loans due within one year
Accounts payable - other
Income taxes payable
Consumption taxes payable
Accrued expense
Advances received
Deposits received
Other
Total Current Liabilities

3,143
3,344
3,978
124
171
4,482
21
2,685
846
18,797Long-term Liabilities:
Long-term debts
Long-term accounts payable - other
Allowance for employee’s severance and retirement benefits
Allowance for directors’ retirement benefits
Other
Total Long-term Liabilities

4,000
3,330
1,079
157
322
8,889

Total Liabilities

27,686SHAREHOLDERS’ EQUITY
Common stock
Capital surplus
Additional paid-in capital
Total capital surplus
Retained earnings:
Legal reserve
Voluntary reserve:
Reserve for dividends
Reserve for deferred portion of fixed assets
General reserve
Total voluntary reserve
Unappropriated retained earnings
Total retained earnings
Net unrealized holding gain on securities
Treasury stocks
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity

10,94810,04010,040
1,618
700
514
46,10047,314
3,294
52,228796(52)
73,960101,647- 37 -

Non-consolidated Statement of Income
For the fiscal year ended December 31, 2005
Millions of yen
I. Net sales
1. Sales of merchandise
2. Sales of products
3. Other
Net sales

147,172
2,161
9,004
158,338

II. Cost of goods sold1. Cost of merchandise sold
(1) Beginning inventory of merchandise(2) Purchase of merchandise for term
Total(3) Transfer from other accounts(4) Ending inventory of merchandise
Total cost of merchandise sold2. Cost of products sold
(1) Beginning inventory of products(2) Cost of products manufactured for term
Total(3) Transfer from other accounts(4) Ending inventory of products
Total cost of products
3. Other
Total
Gross profit

3,226
94,85598,081
11,2903,566
83,224
3,369
3,369
1,905
1,464
7,974
92,662
65,676

III. Selling, general and administrative expenses
Operating profit

62,001
3,674

IV. Non-operating profit
1. Interest received
2. Dividends received
3. Real estate leasing income
4. Miscellaneous income
Non-operating income

48
1,001
195
59
1,304

V. Non-operating expenses
1. Interest paid
2. Real estate leasing costs
3. Loss on disposal of supplies etc.
4. Miscellaneous expenses
Non-operating expenses
Ordinary income

118
135
166
28
449
4,530

VI. Extraordinary profit
1. Profit from sale of investment securities
2. Profit from sale of investment in affiliates
3. Reversal of allowance for doubtful accounts
Extraordinary profit

11
923
16
951

VII. Extraordinary losses
1. Loss on sales of fixed assets and fixed assets removal expenses
2. Compensation for loss on disposal of fixed assets
3. Cost of preparing vending machines to accept new paper currency
4. Provision for allowance for doubtful accounts
5. Loss on revaluation of golf club memberships
Extraordinary losses

542
257
351
141
28
1,320

Net income before tax
Income, resident and enterprise taxes
Adjustment for income and other taxes
Net income
Retained earnings brought forward from the prior fiscal year
Dividend (interim)
Unappropriated retained earnings

4,160
25
1,361
2,774
1,270
750
3,294

- 38 -

Significant Accounting Policies
1. Standards and methods for valuation of securities are as follows:(1) Bonds to be held to maturity: Stated at amortized cost(2) Shares in subsidiaries and affiliates: Stated at cost based on the moving average method(3) Other securities:
With fair market value: Stated at fair market value based on the quoted market price asof the fiscal year end (The related valuation differences are directly charged or credited
to the shareholders’ equity and cost of securities are computed by the moving averagemethod)Without fair market value: Stated at cost based on the moving average method
2. Standards and methods for valuation of derivatives and other instruments are as
follows:
Derivatives: Stated at fair market value
3. Standards and methods for valuation of inventories are as follows:(1) Merchandise and products: Stated at cost based on the periodic average method(2) Supplies: Stated at cost based on the monthly moving average method (some of the
supplies are valued using the last purchase price method)
4. Depreciation or amortization methods for fixed assets are as follows:(1) Tangible fixed assets
Tangible fixed assets are depreciated using the declining-balance method.

However,buildings (excluding fixtures and attached facilities) are depreciated using thestraight-line method. Particular logistic facilities are depreciated using thestraight-line method based on the estimated useful life.
(2) Intangible fixed assets
Intangible fixed assets are amortized using the straight-line method.

Software used by

the company is amortized using the straight-line method based on the estimated usefullife of 5 years within the company.
(3) Long-term prepaid expenses
Long-term prepaid expenses are amortized over the relevant period.
5. Allowances are reported using the following methods:(1) Allowance for doubtful accounts- 39 -

In order to prepare for losses from accounts receivable and other credits that become
uncollectible, an allowance is provided at an amount based on the historical bad debt
ratio for general receivables and an estimate of uncollectible debts upon review of thecollectibility of individual receivables for receivables at risk of default.
(2) Allowance for employees’ severance and retirement benefits
In order to prepare for payment of employees’ severance and retirement benefits, areserve is provided at amount required to cover payments at the fiscal year end, basedon estimates of retirement benefit obligation at the fiscal year end. Actuarial differences
are reported as expenses using the straight-line method over a fixed number of years (15years) within the average remaining employee service period, beginning from the next
fiscal year.
(3) Allowance for directors’ retirement benefits
In order to prepare for payment of directors’ retirement benefits as stipulated in Article
43 of the Enforcement Regulations of the Commercial Code, a reserve is provided at theamount expected to be paid at the end of the current term in accordance with the internal
regulations of the company.
6. Leasing
Finance leases other than those recognized as transferring ownership of leased properties tolessee are accounted for based on the accounting method used in ordinary lease transactions.
7．Accounting methods for hedge activities are as follows:
Exceptional accounting treatment is applied for interest rate swaps because they meet therequirements for such treatment.
8．Consumption taxes
Amounts shown are exclusive of consumption taxes.

- 40 -

Notes to the Balance Sheet
1. For the stated amounts, any fractional sum of less than one million yen is disregarded.
2. Monetary claims and pecuniary debts to affiliates(million yen)
Short-term monetary claims

2,237

Long-term monetary claims

2,572

Short-term monetary liabilities

5,205

Long-term monetary liabilities

246

3. In addition to fixed assets reported in the balance sheet, significant fixed assets being usedin accordance with lease contracts include passenger cars, computers and their peripheral
equipment.
4.

Guarantee obligation

20

5.

Fair values have been given to assets as stipulated in Article 124 Item 3 of the Enforcement
Regulations of the Commercial Code, and as a result, the net amount of assets in the balance
sheet has been increased by 796 million yen.

6. Total outstanding shares of common stock:

62,591,000

Treasury stock owned by the company:

60,000Notes to the Income Statement1.

For the stated amounts, any fractional sum of less than one million yen is disregarded.

2.

Amounts of transactions with affiliates(million yen)
Net sales

12,827Purchase

10,814

Other operating transactions

15,687

Non-operating transactions

96
43.87 yen

3．Net income per share- 41 -

Proposal No. 5: Election of Three (3) Directors
We would like you to elect three (3) new Directors.
This proposal is to prepare for keiei tougou (merger/integration) of the Company with Kinki
CCBC. Therefore, approval of this proposal will be conditional upon: both Proposal No. 3“Approval of Demerger Plan” and Proposal No. 4 “Approval of Shares Exchange Agreement”
being approved at this general meeting of shareholders; the proposal for approval of the said
Shares Exchange Agreement being similarly approved at the general meeting of shareholders of
Kinki CCBC; and the share exchange with Kinki CCBC taking effect pursuant to the terms of
the said Shares Exchange Agreement. We propose that the candidates assume office as Directors
on July 1, 2006.
The term of office of Directors to be elected at this general meeting of shareholders will
expire at the conclusion of the 49th ordinary general meeting of shareholders to be held in March2007.
The candidates for Directors are as follows:
Name(Date of Birth)No.

Masakazu
Morito(June 5, 1944)

1

2

Tamio
Yoshimatsu(February 10,
1947)

3

NaomichiAsano(February 19,
1941)

Brief Personal Profile and Representation in Other Companies
April 1967
March 1999
October 2001
March 2002
March 1969
January 1999
March 2000
March 2004
April 1965
March 1996
March 1998
March 2002
March 2003
March 2004

Joined Kirin Brewery Co., Ltd. (“Kirin Brewery”)
Director, Kirin Brewery Co.
Full-time Advisor, Kinki Coca-Cola Bottling Company,
Ltd.. (“Kinki CCBC”)
Representative Director & President, Kinki CCBC
(incumbent)
Joined Kinki CCCB
Councilor, Kinki CCBC
Director, Kinki CCBCManaging Director, Kinki CCBC (incumbent)
Joined Kirin Brewery
Director, Kirin Brewery
Managing Director, Kirin Brewery
Senior Managing Director, Kirin Brewery, Corporate
Auditor of Kinki CCBC (incumbent)
Senior Managing Director / Senior Managing Executive
Officer, Kirin Brewery
Executive Vice President, Kirin Brewery (incumbent)

No. ofCompany
Stocks Owned

-

-

-

Notes:
1.

Special relationships between the candidates and the Company are as follows:(1) Mr. Masakazu Morito is Representative Director and President of Kinki CCBC, which has a business
relationship with the Company including merchandise trading.
(2) There are no special relationships between other candidates and the Company.

2.

Mr. Naomichi Asano meets the criteria of an Outside Director defined by Article 188 Paragraph 2 Item 7.2 of theCommercial Code.

- 42 -

Proposal No. 6: Election of Two (2) Corporate Auditors
In preparation for keiei tougou (merger/integration) of the Company with Kinki CCBC, Mr.
Takashi Matsuzaki and Mr. Ryuji Nakagawa are scheduled to resign as Corporate Auditors
effective June 30, 2006. Accordingly, we would like you to elect two new Corporate Auditors as
their replacements.
This proposal is to prepare for keiei tougou (merger/integration) of the Company with Kinki
CCBC. Therefore, approval of this proposal will be conditional upon: both Proposal No. 3“Approval of Demerger Plan” and Proposal No. 4 “Approval of Shares Exchange Agreement”
being approved at this general meeting of shareholders; the proposal for approval of the said
Shares Exchange Agreement being similarly approved at the general meeting of shareholders of
Kinki CCBC; and the share exchange with Kinki CCBC taking effect pursuant to the terms of
the said Shares Exchange Agreement. We propose that the candidates assume office as
Corporate Auditors on July 1, 2006.
We propose that Mr. Hiroshi Kanda and Ms. Sachiko Kyokane be elected as new Corporate
Directors as substitutes of Mr. Takashi Matsuzaki and Mr. Ryuji Nakagawa, respectively. The
term of office for Mr. Hiroshi Kanda will expire at the conclusion of the 50th ordinary general
meeting of shareholders to be held in March 2008, and that for Ms. Sachiko Kyokane will
expire at the conclusion of the 51st ordinary general meeting of shareholders to be held in March2009.
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)1

Hiroshi Kanda(February 14,
1948)

2

Sachiko
Kyokane(July 17, 1950)

Brief Personal Profile and Representation in Other Companies
Mar. 1970
Mar. 2002
Mar. 2005
Apr. 1979
Dec. 1982
Apr. 1995

No. ofCompany
Stocks Owned

Joined KINKI CCBC
Director, KINKI CCBC
Standing Corporate Auditor (incumbent)
Registered as an attorney at law
Joined Maehara Law Office
Joined Miyazaki Sogo Law Office
Established Kyokane Law Office
Attorney at Kyokane Law Office (incumbent)--

Notes:
1.

There are no special relationships between the candidates for Corporate Auditors and the Company.

2.

Mr. Hiroshi Kanda and Ms. Sachiko Kyokane are candidates for Outside Corporate Auditors as defined in
Article 18 Paragraph 1 of the “Law Concerning Special Exceptions to the Commercial Code Concerning Audit,
etc. of Stock Corporation.”- 43 -

Proposal No. 7: Terminal Payments of Retirement Benefits with the Abolition of
Retirement Benefits System for Directors and Corporate Auditors
As described in Proposal No. 2, the Board of Directors of the Company resolved at its meeting
held on February 22, 2006 to abolish the existing retirement benefits system for Directors andCorporate Auditors effective as of the conclusion of this general meeting of shareholders. In
step with the said resolution, we propose to make terminal payments of retirement benefits tothe incumbent Directors Messrs. Masamitsu Sakurai, Norio Sueyoshi, Tadatsugu Harada, Koichi
Morii, Masahiko Uotani, Shingo Matsuo, Kazuhiko Enomoto, Susumu Ishihara, Yuji Inoue andToshiaki Akahoshi, and to the incumbent Corporate Auditors Messrs. Yasumasa Niimi, Ryuji
Nakagawa, Tatsuo Hirakawa, Isanari Ohuchida and Takashi Matsuzaki, for their term until theconclusion of subject general meeting of shareholders, within reasonable limits, in accordancewith the established criteria of the Company.
We further propose that timing of the payment be after retirement of the said Directors andCorporate Auditors and that specific amounts and methods of the relevant payment to Directors
and Corporate Auditors be left to the discretion of the Board of Directors and the Board of
Corporate Auditors, respectively.
Brief personal profile of the Directors and Corporate Auditors to whom relevant terminal
payments will be made are as follows:
Name
Masamitsu Sakurai

Norio Sueyoshi

March 2005
March 1991
March 1995
August 1997
March 1999
March 2001
March 2002

Tadatsugu Harada
Koichi Morii
Masahiko Uotani
Shingo Matsuo
Kazuhiko Enomoto
Susumu Ishihara
Yuji Inoue
Toshiaki Akahoshi
Yasumasa Niimi
Ryuji Nakagawa
Tatsuo Hirakawa
Isanari Ohuchida
Takashi Matsuzaki

March 2005
March 2005
March 2003
March 2005
March 2005
March 2005
March 2005
March 2005
March 2005
March 2004
March 1987
March 2003
March 2005

Brief Personal Profile
Representative Director, CCWJ (incumbent)
Chairman, CCWJ (incumbent)
Director, CCWJManaging Director, CCWJ
Senior Managing Director, CCWJ
Executive Vice President, CCWJ
Director, CCWJ
Vice President, CCWJ
Representative Director, CCWJ (incumbent)
President & CEO, CCWJ (incumbent)
Director, CCWJ (incumbent)
Vice President, CCWJ (incumbent)
Director, CCWJ (incumbent)
Vice President, CCWJ (incumbent)
Director, CCWJ (incumbent)
Director, CCWJ (incumbent)
Director, CCWJ (incumbent)
Director, CCWJ (incumbent)
Director, CCWJ (incumbent)
Director, CCWJ (incumbent)Standing Corporate Auditor, CCWJ (full time) (incumbent)Standing Corporate Auditor, CCWJ (full time) (incumbent)
Corporate Auditor, CCWJ (incumbent)
Corporate Auditor, CCWJ (incumbent)
Corporate Auditor, CCWJ (incumbent)- 44 -