(Translation)
Securities code: 2579
February 28, 2017

NOTICE OF THE 59th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 59th Ordinary General Meeting of Shareholders of
Coca-Cola West Company, Limited (the “Company”), which will be held as describedhereunder.
If you are unable to attend the meeting, you may exercise your voting rights either by writing or
via the Internet. Please review the attached Reference Materials for General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., March 21 (Tuesday), 2017.
Sincerely yours,
Tamio Yoshimatsu
Representative Director & President

7-9-66 Hakozaki, Higashi-ku, Fukuoka, JapanMEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be reported:

10:00 a.m., March 22 (Wednesday), 2017
The Grand Ballroom (3F), Grand Hyatt Fukuoka
1-2-82 Sumiyoshi, Hakata-ku, Fukuoka, Japan1.

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

Business report and consolidated financial statements for the 59th
fiscal term (January 1 to December 31, 2016); and audit reports ofconsolidated financial statements by Accounting Auditors and the
Audit and Supervisory Committee
Non-consolidated financial statements for the 59th fiscal term
(January 1 to December 31, 2016)

Appropriation of surplus
Approval of share exchange agreement between the Company andCoca-Cola East Japan Co., Ltd.
Approval of absorption-type company split agreement between the
Company and New CCW Establishment Preparation Co., Ltd.
Partial amendments to Articles of Incorporation-1-

Proposal No. 5
Proposal No. 6

Proposal No. 7
Proposal No. 8

Election of nine (9) Directors (excluding Directors Serving on the Audit
and Supervisory Committee)
Election of three (3) Directors (excluding Directors Serving on the
Audit and Supervisory Committee) in Relation to the Business
Integration
Election of three (3) Directors Serving on the Audit and Supervisory
Committee in Relation to the Business Integration
Revision to Remuneration for Directors (excluding Directors Servingon the Audit and Supervisory Committee)

4. Matters Related to the Exercise of Voting Rights(1) Exercise of voting rights by writing
Please indicate whether you approve or disapprove of each proposal on the proxy voting
form enclosed herewith and return it to us by 5:30 p.m., March 21 (Tuesday), 2017.
(2) Exercise of voting rights via the Internet
If you prefer to exercise your voting rights via the Internet, please review the“Procedures for the Exercise of Voting Rights via the Internet” on page 3 and exercise
your voting rights by 5:30 p.m., March 21 (Tuesday), 2017.
(3) Handling of duplicated voting(i) If you exercise your voting rights twice, both by writing and via the Internet, thevoting via the Internet shall prevail.
(ii) In case of multiple voting via the Internet or both by personal computer and mobile
phone, the last voting shall prevail.

Notes:
1. Attendees are requested to submit the proxy voting form enclosed herewith to the reception desk
when attending this General Meeting of Shareholders.
2. If we need to make any revision to the business report, consolidated financial statements,
non-consolidated financial statements or Reference Materials for General Meeting of Shareholders,we will notify you through the Company’s website (http://www.ccwest.co.jp).
[This is a partial English translation prepared for the convenience of non-resident shareholders. Should
there be any inconsistency between the translation and the official Japanese text, the latter shall prevail.]-2-

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

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

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

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

-3-Consolidated Balance Sheet
As of December 31, 2016

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

63,84929,64923,112
27,279
652
1,998
2,572
14,761(287)
163,587

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

31,162
22,68839,99962,128
5
1,829
157,815

Intangible assets:
Goodwill
Other intangible assets
Total intangible assets

22,6684,889
27,557

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

20,144
1,367
123
7,392
(519)
28,508
213,881

Total Assets

377,468

Note: Amounts less than one million yen are omitted.

-4-Consolidated Balance Sheet
As of December 31, 2016

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

15,99017
5,717
25,042308
8,662
55,739Long-term Liabilities:
Bonds payable
Long-term loans payable
Deferred tax liabilities
Net defined benefit liability
Allowance for directors’ retirement benefits
Other long-term liabilities
Total Long-term Liabilities

50,000
183
2,965
3,505
191
3,709
60,556

Total Liabilities

116,295

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

15,231109,072
137,404(4,593)
257,114
4,092
77
(3)
(522)
3,643
414

Total Net Assets

261,173

Total Liabilities and Net Assets

377,468

Note: Amounts less than one million yen are omitted.

-5-Consolidated Statement of Income

For the fiscal year ended December 31, 2016
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

460,455
221,844
238,611217,467
21,143Non-operating income:Interest and dividend received
Equity in earnings of affiliates
Other non-operating income
Total non-operating income

459
199
580
1,239

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

468
1,312
1,780
20,602Extraordinary income:
Gains on sale of fixed assets
Gains on sale of investment securities
Total extraordinary income

921
209
1,131

Extraordinary losses:
Impairment loss
Loss on disaster
Loss on abandonment of inventories
Losses on valuation of investment securities
Total extraordinary losses
Profit before income taxes
Income taxes
Income taxes deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

6,857
1,081
930
156
9,025
12,707
7,039
364
5,303
58
5,245

Note: Amounts less than one million yen are omitted.

-6-Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2016
(Millions of yen)
Shareholders’ equity

Balance as of Jan. 1, 2016

Commonstock

Additional
paid-in
capitalRetainedearnings

Treasury
stock

Total
shareholders’equity15,231109,072

136,851(4,586)

256,569

Changes during this term
Dividends of surplus--(4,692)-(4,692)

Profit attributable toowners of parent

-

-

5,245

-

5,245

Acquisition of treasury
stock

-

-

-

(6)

(6)

Disposal of treasury stock

-

-

0

0

0

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

-

-

-

-

-

Total changes during thisterm
Balance as of Dec. 31, 2016

-

-

552

(6)

545

15,231109,072

137,404(4,593)

257,114

Accumulated other comprehensive income

Balance as of Jan. 1, 2016

Net
unrealized
gains onothermarketablesecurities

Deferred
gains (loss)
on hedges

Foreigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit plans

5,217

(177)

17

(1,132)

Total
accumulated
othercomprehensive
income3,924

Noncontrollinginterests

Total net
assets384

260,878

Changes during this term
Dividends of surplus

-

-

-

-

-

-

(4,692)

Profit attributable toowners of parent

-

-

-

-

-

-

5,245

Acquisition of treasury
stock

-

-

-

-

-

-

(6)

Disposal of treasury stock

-

-

-

-

-

-

0

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

(1,125)

255

(20)

609

(280)

30

(250)

Total changes during thisterm

(1,125)

255

(20)

609

(280)

30

295

Balance as of Dec. 31, 2016

4,092

77

(3)

(522)

3,643

414

261,173

Note: Amounts less than one million yen are omitted.

-7-Non-consolidated Balance Sheet
As of December 31, 2016

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

57,511
26
27,553
23,112
22,638
0
781
4,552
1,164
9
811
7,036
1,006
(103)
146,100

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

25,106
2,103
19,065
1,953
1,102
35,627
52,7790
3137,741

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

29
3,909
22
3,961

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

14,97061,006
56
1,672
145
2,762
250
1,493
(370)
81,988
223,692

Total Assets

369,792

Note: Amounts less than one million yen are omitted.

-8-Non-consolidated Balance Sheet
As of December 31, 2016

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

13,967
24,704834
3,921
18,376
114
61,919Long-term Liabilities:
Bonds payable
Deferred tax liabilities
Allowance for employees’ retirement benefits
Assets retirement obligation
Other long-term liabilities
Total Long-term Liabilities

50,000
2,739
483
875
1,024
55,122

Total Liabilities

117,042NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital:
Capital reserve
Total additional paid-in capital
Retained earnings:
Legal reserve
Other retained earnings:
Reserve for special depreciation
Reserve for advanced depreciation
Reserve for community contributions
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Treasury stock (at cost)
Total shareholders’ equity
Valuation and translation adjustments:
Net unrealized gains on other marketable securities
Total valuation and translation adjustments

15,231
108,166
108,166
3,316
1
849
561
110,388
14,756
126,557
129,874(4,593)248,679
4,070
4,070

Total Net Assets

252,750

Total Liabilities and Net Assets

369,792

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Income

For the fiscal year ended December 31, 2016
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

385,889
212,015
173,874
161,110
12,763Non-operating income:Interest and dividend received
Other non-operating income
Total non-operating income

2,811
372
3,183

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

460
840
1,300
14,647Extraordinary income:
Gains on extinguishment of tie-in shares
Gains on sale of fixed assets
Gains on sale of investment securities
Total extraordinary income

1,610
737
198
2,546

Extraordinary losses:
Loss on disaster
Impairment loss
Losses on valuation of investment securities
Total extraordinary losses
Profit before income taxes
Income taxes
Income taxes deferred
Profit

979
64
7
1,051
16,142
4,080
27
12,034

Note: Amounts less than one million yen are omitted.

- 10 -

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2016

(Millions of yen)
Shareholders’ equity

Commonstock

Balance as of Jan. 1, 201615,231

Valuation andtranslation
adjustments

Additional
paid-in
capitalRetained earnings

CapitalreserveOtherretainedearnings(Note 1)

Total
retainedearnings

119,215

122,532

Legal
reserve

108,166

3,316

Treasury
stock

Total
shareholders’equity(4,586)

241,344

5,255

Net unrealized
gains
on othermarketablesecurities

Total net
assets

246,599

Changes during this term
Dividends of surplus

-

-

-

(4,692)(4,692)-(4,692)-(4,692)

Profit---12,034

12,034-

12,034-

12,034

Reversal of reserves

-

-

-

-

-

-

-

-

-

Savings of provisions

-

-

-

-

-

-

-

-

-

Reversal of provisions

-

-

-

-

-

-

-

-

-

Acquisition of treasury
stock

-

-

-

-

-

(6)

(6)

-

(6)

Disposal of treasury stock

-

-

-

0

0

0

0

-

0

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

-

-

-

-

-

-

-

(1,185)(1,185)

Total changes during thisterm
Balance as of Dec. 31, 2016

-

-

-

7,341

7,341

(6)

7,335

(1,185)

6,150

15,231

108,166

3,316

126,557

129,874(4,593)248,679

4,070

252,750

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

Balance as of Jan. 1, 2016

Reserve for
specialdepreciation

Reserve foradvanceddepreciation

Reserve forcommunity
contributions

Generalreserve

Retainedearnings to
be carriedforward

Total otherretainedearnings

3

667

735

108,388

9,421

119,215

Changes during this term
Dividends of surplus

-

-

-

-

(4,692)(4,692)

Profit----12,034

12,034

Reversal of reserves

(1)

-

-

-

1

-

Savings of provisions

-

197

-

2,000

(2,197)-

Reversal of provisions

-

(15)

(174)

-

189

-

Acquisition of treasury
stock

-

-

-

-

-

-

Disposal of treasury stock

-

-

-

-

0

0

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

-

-

-

-

-

-

Total changes during this
term

(1)

182

(174)

2,000

5,334

7,341

Balance as of Dec. 31, 2016

1

849

561

110,388

14,756

126,557

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

- 11 -

Reference Materials for General Meeting of Shareholders
Proposal No. 1: Appropriation of surplus
Generally taking into account our business results for the fiscal year under review and our futurebusiness environment, we propose the appropriation of surplus as described below.
1. Year-end dividends(1) Type of assets to be distributedCash(2) Allotment of assets to be distributed and the total amount
We propose to pay 24 yen (including commemorative dividend: 1 yen(*1)) per share of
the Company’s common stock.
In this case, the dividends will total 2,619,279,480 yen.
As a result, annual dividends will be 46 yen (including commemorative dividend: 2yen(*1)) per share, including interim dividends.
(3) Effective date of the dividends of surplus
We propose March 23, 2017 as the effective date of the dividends of surplus.
2. Other matters relating to the appropriation of surplus(1) Items of surplus to decrease and the amountReserve for community contributions(*2):

561,655,042 yen(2) Items of surplus to increase and the amount
Retained earnings to be carried forward:

561,655,042 yen*1. Because the fiscal year under review is the tenth anniversary of the business integration between
Coca-Cola West Japan Co., Ltd. and Kinki Coca-Cola Bottling Co., Ltd., in addition the ordinary
dividend, a commemorative dividend of 2 yen per share will be paid (interim dividend of 1 yen,
year-end dividend of 1 yen).
*2. Thus far, with the approval of our shareholders, as a demonstration to our stakeholders of our intent toproactively and continuously engage in community contribution activities, Coca-Cola West Co., Ltd.
had accumulated a reserve for community contributions, but as a condition for the business integration
with Coca-Cola East Japan Co., Ltd. to become effective, from April 1, 2017, Coca-Cola Bottlers Japan
Inc. will begin to implement community contributions under a new policy to increase corporate value,
and as such, we are requesting approval for the “Reserve for community contributions” based on theformer policy to be fully liquidated.

- 12 -

Proposal No. 2: Approval of share exchange agreement between the Company andCoca-Cola East Japan Co., Ltd.
The Company, at a meeting of the Board of Directors held on September 30, 2016, with April 1,2017 as the expected effective date (hereinafter referred to as the “Effective Date”), through a
combination of a share exchange and absorption-type company split, to implement a businessintegration (hereinafter referred to as the “Business Integration”) with Coca-Cola East Japan Co.,
Ltd. (hereinafter referred to as “CCEJ”), approved the conclusion of an integration agreement(hereinafter referred to as the “Integration Agreement”) with CCEJ and a share exchange
agreement (hereinafter referred to as the “Share Exchange Agreement”) regarding the shareexchange (hereinafter referred to as the “Share Exchange”) with the Company as the sole parent
company and CCEJ as the wholly-owned subsidiary in the Share Exchange, and to shift to aholding company structure at the time of the Business Integration, also approved anabsorption-type company split agreement regarding the absorption-type company split(hereinafter referred to as the “Company Split”) that transfers the rights and obligations of all of
the Company’s businesses (hereinafter referred to as the “Business”) other than its groupmanagement/administration operations and the management of its assets to a new wholly-owned
subsidiary named as New CCW Establishment Preparation Co., Ltd. (hereinafter referred to as“New CCW”), and concluded both the Integration Agreement and the Share Exchange
Agreement.
The name of the newly established company as a result of the Business Integration, on thecondition that “Proposal No. 4: Partial amendments to Articles of Incorporation” is approved asoriginally proposed, will be Coca-Cola Bottlers Japan Inc. (hereinafter referred to as “CCBJI”).
Therefore, we request your approval of the conclusion of the Share Exchange Agreement.
1. Reasons for the Share Exchange
The Company was established in 1960 as Nichibei Inryo Co., Ltd. (later changed to Kitakyushu
Coca-Cola Bottling Co., Ltd.) as a Coca-Cola bottler based mainly in the Northern Kyushu area
and went on to integrate with five other bottlers beginning in 1999. It currently serves 22
prefectures across the regions of Kinki, Chugoku, Shikoku, and Kyushu, representing a total
population of approximately 45 million. The Company’s sales volumes represent approximately
35% of total Coca-Cola branded products sold in Japan.
CCEJ was established in July 2013, through a business integration of four Coca-Cola bottlers in
the Kanto and Tokai regions, including the former Tokyo Coca-Cola Bottling Company, the first
Coca-Cola bottler in Japan, founded in 1956. In April 2015, Sendai Coca-Cola Bottling Co., Ltd.
was also merged with CCEJ, expanding its sales territories to the South Tohoku, Kanto, andTokai regions, including Tokyo and 15 prefectures, and representing a population of- 13 -

approximately 66 million. CCEJ’s sales volumes represent approximately 51% of total
Coca-Cola branded products sold in Japan.
In the Japanese soft drinks industry, the requirement of customers and consumers has continued
to evolve, with a challenging business environment driven by fierce competition among theindustry players.
The two companies had been reinforcing ties as entities belonging to the Coca-Cola system inJapan in the area of sales, manufacturing and procurement, and have recently been involved in
discussions to proceed with a business integration to grasp new business opportunities andrealize sustainable growth amidst a tough business environment. Both companies have now
reached the conclusion that integration will allow the building of a stronger business foundationand increase value for all stakeholders—including consumers, customers, suppliers,
shareholders and employees of the two entities—by delivering synergies, concentrating theknow-how accumulated in both entities, for example, customer-centric sales and marketing
activities as well as improvement of production efficiency in manufacturing, and creating an
operating structure as the third largest Coca-Cola bottler in the world in terms of revenue,
enabling us to respond with speed to the increasingly competitive market.
Through the business integration, CCBJI will pursue a strategy of combining topline growthwith aggressive realization of cost synergies and productivity for bottom line delivery, whilebuilding and enhancing capabilities to become a world-class Japanese bottler. CCBJI is expected
to generate 20 billion yen of synergies (based on profit before income taxes) over the course of
three years, by leveraging the strengths of the two entities’ community-based commercial
operations, together with greater cost competitiveness in supply chain, transformed businessprocesses, optimal human resource allocation and an overall review of how we operate as a
Coca-Cola system in Japan. CCBJI will continue to focus more than ever on community-based
business activities and social contribution efforts in order to work in harmony with and succeed
together with the local community.
We are confident that this business integration will accelerate the transformation of the
Coca-Cola system in Japan and contribute to the development of the entire beverage industry byincreasing our competitive advantage in the beverage market.

2. Overview of the Share Exchange Agreement
The contents of the Share Exchange Agreement, which was entered into by the Company and
CCEJ on September 30, 2016, are as follows.

Share Exchange Agreement
Coca-Cola West Co., Ltd. (7-9-66 Hakozaki, Higashi-ku, Fukuoka City, Fukuoka Prefecture,- 14 -

hereinafter referred to as “CCW”) and Coca-Cola East Japan Co., Ltd. (6-1-20 Akasaka, Minato-ku,
Tokyo, hereinafter referred to as “CCEJ”), conclude this share exchange agreement (hereinafterreferred to as the “Agreement”) as follows. Furthermore, on April 1, 2017, CCW will change its
trade name to Coca-Cola Bottlers Japan Inc.
Article 1 (Share Exchange and Reorganization Conducted Simultaneously With Share
Exchange)1.

In accordance with the provisions of the Agreement, CCW and CCEJ will execute a shareexchange (hereinafter referred to as the “Share Exchange”) with CCW as the wholly-owningparent company resulting from a share exchange and CCEJ as the wholly-owned subsidiary
resulting from a share exchange, and CCW will acquire all of CCEJ’s issued shares (excluding
shares of CCEJ owned by CCW. The same shall apply hereinafter).

2.

Promptly after the conclusion of the Agreement, CCW shall newly establish a wholly-owned
subsidiary with the capital wholly subscribed by CCW (hereinafter referred to as the“Succeeding Company”), and promptly following the establishment of the Succeeding
Company, conclude an absorption-type company split agreement with the Succeeding
Company with details separately agreed to by CCW and CCEJ, conducting an absorption-typecompany split (hereinafter referred to as the “Company Split”) on the Effective Date (defined in
Article 6.1. The same shall apply hereinafter.) that transfers the rights and obligations of all of
CCW’s businesses other than its group management/administration operations and the
management of its group assets to the Succeeding Company; provided, however, that the entry
into force of the Share Exchange on the Effective Date is a condition precedent for the entry
into force of the Company Split.

Article 2 (Shares Delivered in the Share Exchange and Allotment Thereof)
1.

In the Share Exchange, CCW shall deliver to the shareholders of CCEJ entered or recorded in
the shareholder register (however, excluding CCW; hereinafter referred to as “Shareholders to
Be Allotted Shares”) at the time immediately before CCW acquires all of CCEJ’s issued sharesthrough the Share Exchange (hereinafter referred to as the “Base Time”), the number ofcommon shares of CCW produced when multiplying the total number of common shares of
CCEJ owned by those shareholders by 0.75, in exchange for the common shares of CCEJ
owned by those shareholders.

2.

In the Share Exchange, CCW shall allot 0.75 of CCW’s common shares to the Shareholders to
Be Allotted Shares for each common share of CCEJ owned by those shareholders.

- 15 -

3.

CCW, in the event the number of shares to be delivered or allotted in accordance with thepreceding two paragraphs does not constitute 1 share, shall process the delivery or allotment
according to the provisions of Article 234 of the Companies Act or other relevant laws andregulations.

Article 3 (Items Related to CCW’s Capital and Reserve Funds)
The increase in CCW’s capital and reserve funds at the time of the Share Exchange shall be as
follows:(i)CapitalZero yen(ii) Capital reserve
An amount separately established by CCW according to Article 39 of the Ordinance on
Accounting of Companies(iii) Legal reserve of retained earnings
Zero yen
Article 4 (Treatment of CCEJ’s Share Acquisition Rights)
CCEJ, at its own expense, may acquire all its issued share acquisition rights upon the consent
between CCEJ and the holders of the share acquisition rights; provided, however, that theacquisition price of one share acquisition right shall be a maximum of the value calculated byfollowing method: market value of one CCEJ common share multiplied by 100, minus JPY 100.
CCEJ may also elect to accept the exercise of all share acquisition rights by the holders of the shareacquisition rights in accordance with the provisions of the relevant Issuance Guidelines for Share
Acquisition Rights. Any share acquisition rights that are not acquired by CCEJ as described above
and are not exercised by the holders by the final date of the exercise period described in the Issuance
Guidelines for Share Acquisition Rights or by the date immediately before the Effective Date,
whichever is earlier, shall be acquired free of charge and retired by CCEJ, as stipulated in theIssuance Guidelines for Share Acquisition Rights and the relevant allotment agreement between
CCEJ and the holders by the date immediately before the Effective Date.

Article 5 (Treatment of CCEJ’s Treasury Shares)
CCEJ, through a resolution at a meeting of the Board of Directors held by the date immediately
before the Effective Date of the Share Exchange, will retire all treasury shares in its possession(including shares to be acquired in response to demand from its shareholders to purchase shares inaccordance with the provisions of Article 785 of the Companies Act) by the Base Time.

- 16 -

Article 6 (Effective Date)1.

The date the Share Exchange becomes effective (hereinafter referred to as the “Effective Date”)
is April 1, 2017.

2.

Where the need arises in the implementation of procedures for the Share Exchange or for otherreasons (to avoid questions, this includes but is not limited to actions necessary to fulfill theregistration duties to the U.S. Securities and Exchange Commission based on the U.S.
Securities Act of 1933), the Effective Date may be changed through discussion between CCW
and CCEJ pursuant to Article 790 of the Companies Act.

Article 7 (Approval at the General Shareholders Meeting)
1.

CCW shall hold a General Shareholders Meeting in late March 2017, calling for a resolution toapprove the Agreement and other necessary items for the Share Exchange, a resolution to
execute amendments to the Articles of Incorporation including the following details (thefollowing details are the details of amendments for which CCW and CCEJ have reached anagreement as of the conclusion date of the Agreement, and CCW and CCEJ shall continue todiscuss items of draft articles of incorporation for the holding company other than the items set
forth below [including the portion after the main paragraph in Article 2 of the Articles ofIncorporation], with the final draft articles of incorporation agreed to separately by CCW and
CCEJ, hereinafter referred to as “Changes to CCW’s Articles of Incorporation”), and a
resolution for the election of the officers of CCW on the Effective Date as separately agreed toby CCW and CCEJ (including officers of CCW elected as of the Effective Date subject to theentry into force of the Share Exchange); provided, however, that where the need arises in theimplementation of procedures for the Share Exchange or for other reasons, this may be changed
through discussion between CCW and CCEJ.

Details of amendments to CCW’s Articles of Incorporation(Underline indicates amendments)
Articles of Incorporation before amendment

Articles of Incorporation after amendment(Company’s Name)(Trade Name)

Article 1

Article 1

The name of the Company shall be “コカ・コーラウ

The name of the Company shall be “コカ・コーラボ

エスト株式会社” and in English, “COCA-COLA

トラーズジャパン株式会社” and in English,

WEST COMPANY, LIMITED.”“Coca-Cola Bottlers Japan Inc.”(Purpose)(Purpose)

Article 2

Article 2- 17 -

Articles of Incorporation before amendment

Articles of Incorporation after amendment

For the purpose which this Company is organized to:

The purpose of the Company is to control andmanage the business activities of companies
operating the following businesses through theownership of the whole or part of the shares of thosecompanies and to engage in the following businesses:(1) (Provisions omitted)(1) (Provisions omitted)(Total Number of Shares of Stocks)(Total Number of Shares of Stocks)

Article 6

Article 6

The total number of shares of stock to be issued by

The total number of shares of stocks to be issued by

the Company shall be two hundred seventy million

the Company shall be five hundred million shares.

shares.
(Number of Directors)(Number of Directors)

Article 20

Article 20

1.

1.

We shall have up to 15 Directors (excluding

We shall have up to 10 Directors (excluding

those serve as Audit and supervisory committee

those serving as Audit and Supervisory

members) in our company.

Committee members) in our company.

2. (Provisions omitted)

2. (Provisions Omitted)(Exemption of Liabilities by Directors)(Exemption of Liability of Directors)

Article 28

Article 28
1.

Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, we may
release liability of Directors (including former
Directors) for damages in the event that they failto perform their duties, within the limits of laws
and regulations, by resolution of the Board of
Directors.

1.

We may enter into a liability limitation

2.

Pursuant to the provisions of Article 427,

agreement with directors (except for executive

Paragraph 1 of the Companies Act, we may enter

officers) to limit liability for damage in the event

into a liability limitation agreement with athat he/she fails to perform his/her duties

Director (except for executive officers) to limit

according to the Companies Act Article 427-1.

liability for damages in the event that he/she

However, The limit of liability in the Agreement

fails to perform his/her duties; provided,

shall be equal to the minimum liability limit

however, that the maximum liability in the

stipulated by laws and ordinances.

agreement shall be equal to the minimum
liability limit stipulated by laws and regulations.

- 18 -

Articles of Incorporation before amendment

Articles of Incorporation after amendment

Supplementary Provisions 1

Supplementary Provisions 1

The trade name of the Company predicates on the

The trade name of the Company predicates on the

trade name usage agreement entered into on January

trade name usage agreement entered into on April 1,

1, 2009 between the Company and The Coca-Cola2017 between the Company and The Coca-Cola

Company headquartered at N.W. Coca-Cola Plaza,Company headquartered at N.W. Coca-Cola Plaza,

Atlanta, Georgia in the United States, which allows

Atlanta, Georgia in the United States, which allows

the use and partial use of The Coca-Cola Company’s

the use and partial use of The Coca-Cola Company’s

trade names “コカ・コーラ” and “Coca-Cola.” Thetrade names “コカ・コーラ” and “Coca-Cola.” Thesaid permission remains valid only during the period

said permission remains valid only during the period

set forth by the agreement and the Company shallset forth by the agreement and the Company shallimmediately suspend the usage if The Coca-Cola

immediately suspend the usage if The Coca-Cola

Company revokes the permission.

Company revokes the permission.

2.

CCEJ shall hold a General Shareholders Meeting in late March 2017 and call for a resolution toapprove the Agreement and other necessary items for the Share Exchange; provided, however,that where the need arises in the implementation of procedures for the Share Exchange or forother reasons, this may be changed through discussion between CCW and CCEJ.

Article 8 (Dividends of Surplus)
1.

CCW and CCEJ may distribute dividends of surplus (year-end dividends) to the shareholders or
registered pledgees of shares of either party entered or recorded in the final shareholder registerof December 31, 2016 limited to the following respective amounts.
(i)

CCW: 24 yen per share of common stock(ii) CCEJ: 16 yen per share of common stock2.

CCW and CCEJ, except in the conditions stipulated in the preceding paragraph, may not
distribute dividends of surplus on a base date earlier than the Effective Date following theconclusion of the Agreement.

Article 9 (Management of Company Assets)
CCW and CCEJ, until the Effective Date following the conclusion of the Agreement, shall execute
their respective operations using their standard methods and scope of operations execution, as wellas managing and operating their assets, with the due care of a prudent manager, and where theyattempt to take actions with risk having a serious effect on their financial position, operating results,- 19 -

business, or rights and obligations, or actions with risk having a serious effect on the execution of
the Share Exchange, shall take these actions following prior discussion and agreement between
CCW and CCEJ.
Article 10 (Changes to the Conditions of the Share Exchange and Cancellation of theAgreement)
During the period between the conclusion date of the Agreement and the day immediately before theEffective Date (including that day. The same shall apply hereinafter.), in cases corresponding to anyof the following events, the party to which occurrence of the corresponding event is not attributable
may cancel the Agreement following discussion with the counterparty. Furthermore, in place ofcancelling the Agreement, the party to which occurrence of the corresponding event is not
attributable may request changes to the conditions of the Share Exchange to the counterparty, and in
this case, the conditions of the Agreement may be changed following discussion and agreement
between CCW and CCEJ.
(i)

Where an event which has a serious negative effect on the counterparty’s financial
position, operating results, business, or rights and obligations, or other status, occurs or is
discovered.

(ii) Where a serious event which will hinder the execution of the Share Exchange occurs or is
discovered (including but not limited to the occurrence or discovery of events which havea serious effect on the calculation of the share exchange ratio in the Share Exchange).
Article 11 (Force of the Agreement)
The Agreement shall lose its force in cases corresponding to any of the following.
(i)

Where either CCW or CCEJ does not receive approval of the Agreement at their general
meetings of shareholders in the period up until the day immediately before the EffectiveDate.

(ii) Where the approval of the relevant authorities or filing procedures to the relevant
authorities related to the Share Exchange required based on laws and regulations(including laws and regulations of foreign countries) are not completed in the period up
until the day immediately before the Effective Date.
(iii) Where the Company Split is discontinued or loses its force in the period up until the day
immediately before the Effective Date.
(iv) Where the approval of the Company Split or Amendments to CCW’s Articles ofIncorporation are not received at CCW’s general meeting of shareholders in the period up
until the day immediately before the Effective Date.
(v) Where the approval of the election of no one of CCW’s Directors to be newly appointed- 20 -

as of the Effective Date separately agreed to by CCW and CCEJ is received at CCW’s
general meeting of shareholders, or no one of the Directors to be newly appointed is
expected to assume office as of the Effective Date.
Article 12 (Governing Law and Jurisdiction)
The Agreement shall be governed by, and construed and interpreted in accordance with Japanese
laws. All disputes related to the Agreement shall be under the agreed exclusive jurisdiction of theTokyo District Court for the first instance.

Article 13 (Good Faith Negotiations)
Any and all items not stipulated in the Agreement and any and all items where the construal orinterpretation is in doubt shall be resolved through good faith negotiations by the parties to theAgreement.
IN WITNESS WHEREOF, two originals of the Agreement are hereby executed and, upon theinscription and seal of CCW and CCEJ, each party shall retain one original thereof.
September 30, 2016
CCW:
7-9-66 Hakozaki, Higashi-ku, Fukuoka City,
Fukuoka Prefecture
Coca-Cola West Co., Ltd.
Tamio Yoshimatsu
Representative Director and President

CCEJ:
6-1-20 Akasaka, Minato-ku, Tokyo
Coca-Cola East Japan Co., Ltd.
Calin Dragan
Representative Director and CEO- 21 -

3. Overview of matters provided for in Article 193 of the Ordinance for Enforcement of
the Companies Act(1) Matters concerning total number or total amount of exchange considerations and allotment
thereofi) Matters concerning appropriateness of exchange considerations
At the time of the conclusion of the Share Exchange Agreement, the Company deemed thatthe total number or total amount of exchange consideration and allotment thereof wasappropriate. Furthermore, the Company has also deemed that no events occurred thereafter
which would have a significant effect on this decision.
1) Allotment in the Share Exchange
The Company
Allotment in the Share Exchange

CCEJ
1

0.75

(Note 1) Ratio of allotment in the Share Exchange (hereinafter, “Share Exchange Ratio”)
0.75 share of the Company’s common stock will be allotted to one common share of CCEJ.
However, CCEJ shares owned by the Company (18,576 shares (as of June 30, 2016) will
not be subject to the allotment in the Share Exchange.
The Share Exchange Ratio may be modified in case of circumstances that occur or are
discovered that may have significant impact on the calculation of the Share Exchange
Ratio above upon discussion and agreement by both parties.
(Note 2) The number of the Company’s new shares to be issued upon the Share Exchange(Scheduled)
Number of shares to be newly issued upon the Share Exchange: 95,118,264 of commons
stock (planned)
The number of shares described above has been calculated based on CCEJ’s issued shares(127,680,144 shares), CCEJ’s treasury shares (837,216 shares), and CCEJ shares ownedby the Company (18,576 shares) all as of June 30, 2016.
Moreover, the actual number of shares described above to be issued by the Company may
fluctuate as CCEJ will accept exercise of all share acquisition rights issued by CCEJ evenor after the date of execution of the Integration Agreement as described in 3. (3) ii) 1)“Treatment of share acquisition rights and bonds with share acquisition rights as a result of
the Share Exchange” below and plans to retire all treasury shares to be in CCEJ’s
possession (including shares to be acquired by CCEJ in response to the demand fromdissenting shareholders to purchase shares as per Article 785 of the Companies Act, therights of the dissenting shareholders exercised in relation to the Share Exchange) up to thetime immediately prior to when the Company will acquire all of CCEJ’s issued sharesthrough the Share Exchange.

- 22 -

(Note 3) Treatment of fractional shares
The following options are available to shareholders in possession of odd lots of theCompany shares as a result of the Share Exchange:
1. Demanding purchase of odd lots (sale of shares less than 100)
Allows the shareholder to demand the Company to purchase the shareholder’s holdingsof the Company’s shares less than one unit pursuant to the provisions in Article 192,
Paragraph 1 of the Companies Act.
2. Adding to holdings of shares less than 1 unit (purchase to constitute 100 shares)
Allows the shareholder, except for the case where the Company does not have treasury
shares in number subject to the demand by the shareholder, to demand the Company tosell its shares to the shareholder so that the Company shares in the possession of theshareholder constitute 1 unit (100 shares) by adding to the odd lots based on rules
stipulated in Article 194, Paragraph 1 of the Companies Act and the Company’s
Articles of Incorporation.
(Note 4) Treatment of shares less than 1 share
Shareholders to be allotted the Company shares that do not constitute 1 share as a result of
the Share Exchange shall be paid the amount equivalent to the share of less than 1 shareand will not receive allocation of shares in accordance with Article 234 of the Companies
Act or other relevant laws and ordinances.
2) Rationale and reason for allotment
In order to secure fairness and validity in the analysis of the Share Exchange Ratio usedin the Share Exchange, described above in 3. (1) i) 1) “Allotment in the Share
Exchange,” it was decided that the Company and CCEJ would each request a third party
independent of either entity to analyze the share exchange ratio. The Company chose
SMBC Nikko Securities Inc. (hereinafter, “SMBC Nikko Securities”) and CCEJ chose
JPMorgan Securities Japan Co., Ltd. (hereinafter, “J.P. Morgan”) as their respective
third-party financial advisor.
Each party requested its respective third-party financial advisor to calculate the Share
Exchange Ratio to be used in the Share Exchange, and by referencing the said analysis
and in light of due diligence results, etc., proceeded with careful negotiations anddiscussions regarding the Share Exchange Ratio with comprehensive consideration for
the financial status, status of assets, future outlook, etc., and reached a final consensus
on the validity of the Share Exchange Ratio. The Share Exchange Ratio was finalized
and agreed to at the respective Board of Directors meetings held on September 30, 2016.

- 23 -

3) Matters of analysisa) Names of the financial advisors and relationships with both companies
The Company’s financial advisor, SMBC Nikko Securities, and CCEJ’s financial
advisor, J.P. Morgan, are both independent of the Company and CCEJ, are not relatedparties of the Company or CCEJ, and do not have any significant vested interest
worthy of indication with regard to the Share Exchange.
b) Overview of the analysis(SMBC Nikko Securities)
SMBC Nikko Securities has adopted the market value method (September 29, 2016
will be the reference date, average closing prices of one-month and three-month
periods prior to the reference date, as well as the average closing prices of the period
from August 15, 2016, which is the business day immediately after the Second
Quarter Earnings Release of FY2016 for both entities, up to the reference date) inlight of the fact that the Company is listed on Tokyo Stock Exchange, Inc.
(hereinafter, “TSE”) and the Fukuoka Stock Exchange (hereinafter, “FSE”) and CCEJ
on TSE, thus each has a market value. SMBC Nikko Securities has adopted thediscounted cash flow method (hereinafter, “DCF method”) in order to reflect thestatus of future business activities in the computation.
Moreover, the share exchange ratio report by SMBC Nikko Securities was created toserve as reference information for the Company to determine the Share Exchange
Ratio and does not represent its views on the fairness of the Share Exchange Ratio
agreed to and finalized between the two entities.
Below are the computation results of the number of the Company’s common shares tobe allotted for each common share of CCEJ based on each valuation method.
Adopted method

Share Exchange Ratio computation result

Market value

0.74 – 0.78

DCF

0.67 – 0.85

In principle, SMBC Nikko Securities has taken the information provided from thetwo entities as well as publicly disclosed information as provided in computing theShare Exchange Ratio, and assumed that such documents and information, etc., are
all accurate and complete, and has not conducted independent studies on theiraccuracy or completeness. SMBC Nikko Securities has not conducted independent
evaluations, appraisals or valuations of the assets and liabilities (including contingent
liabilities) of the two entities nor their affiliates, including individual analysis andevaluation of each asset or liability, and has not requested any third party to perform- 24 -

appraisals or valuations thereof. Additionally, it is assumed that the financial forecastsof the two entities have been rationally prepared by their respective senior
management, based on the best predictions and judgment possible at this time. The
Share Exchange Ratio computation by SMBC Nikko Securities is based on
information and economic conditions current as of September 29, 2016.
Consequently, the Company’s business plan from FY2016 to FY2025, which SMBC
Nikko Securities used as one of its computation assumptions in the DCF method,
includes business years with significant earnings fluctuations. Specifically, in
FY2016 ended in December 2016, 43.7% operating income growth is estimatedyear-on-year due to robust growth of the soft drink business and improvement ofbusiness quality, and in FY2017 ending in December 2017, significant growth isexpected year-on-year due to the one-time impact of extraordinary losses, etc., fromthe Kumamoto Earthquake. CCEJ’s business plan from FY2016 to FY2025 which
SMBC Nikko Securities used as the basis for its computation using DCF method also
includes business years with major fluctuations. Specifically, considerable earnings
growth is expected year-on-year in FY2016 and FY2019 as a result of streamlining
mainly in the supply chain area such as manufacturing and logistics/distribution andcost reduction efforts, as well as the realization of investment returns, etc.
(J. P. Morgan)
J.P. Morgan performed an average share price analysis on the common stock of theCompany and CCEJ, as well as a comparable companies analysis and a DCF analysis
based on publicly available information pertaining to the Company and CCEJ,
forecasts pertaining to CCEJ prepared and furnished to J.P. Morgan by the
management of CCEJ, and forecasts pertaining to the Company prepared by the
management of the Company and adjusted by the management of CCEJ. The rangesof the Share Exchange Ratio for the Share Exchange based on each method are as
indicated below. The ranges of the Share Exchange Ratio below show the range ofthe number of shares of the Company common stock to be allotted for each share ofcommon stock of CCEJ.
In performing the average share price analysis, J.P. Morgan used September 29, 2016as the base date (hereinafter, “Base Date”) and reviewed the per share closing pricetrading data of the common stock of the Company and CCEJ on the Base Date andthe average daily closing share prices of the Company and CCEJ on TSE for
one-month, three-month and six-month periods ending on the Base Date.
The business plan of the Company for fiscal year ended December 2016 to fiscal year

- 25 -

ending December 2025 which served as the basis for J.P. Morgan’s DCF analysis did
not have any fiscal year with an expected substantial earnings increase or decrease.
On the other hand, the business plan of CCEJ for fiscal year ended December 2016 to
fiscal year ending December 2025 which served as the basis for J.P. Morgan’s DCF
analysis included fiscal years with an expected substantial earnings increase.
Specifically, the earnings for fiscal year ended December 2016 and fiscal year ending
December 2019 are expected to increase substantially on a year-on-year basis, due to,among other things, improved efficiency in the field of supply chain such as
manufacturing, logistics and delivery as well as cost reduction and investment effects.
Analysis Method

Range of the Share Exchange Ratio

1

Average Share Price Analysis

0.70 – 0.80

2

DCF Analysis

0.69 – 0.80

3Comparable Companies Analysis

0.55 – 0.70

J.P. Morgan delivered to the Board of Directors of CCEJ a written opinion dated
September 29, 2016 that, as of such date, and based on and subject to the factors andassumptions set forth in that written opinion, the Share Exchange Ratio in the Share
Exchange was fair, from a financial point of view, to the holders of common stock of
CCEJ (other than the Company and its subsidiaries and affiliates).
The written opinion was provided solely for the benefit of the Board of Directors of
CCEJ in connection with its analysis of the Share Exchange and for reference
purposes in performing such analysis. The written opinion does not constitute a
recommendation to any shareholder of CCEJ as to how such shareholder should votewith respect to the Share Exchange or any other matter.
In giving its opinion and conducting analyses with respect to the Share Exchange
Ratio, which was the basis for the written opinion, J.P. Morgan has relied upon andassumed the accuracy and completeness of all information that was publicly available
or was furnished to or discussed with J.P. Morgan by CCEJ and the Company orotherwise reviewed by or for J.P. Morgan, and J.P. Morgan has not independently
verified (nor has it assumed responsibility or liability for independently verifying)
any such information or its accuracy or completeness. J.P. Morgan has not conductedor been provided with any valuation or appraisal of any assets or liabilities, nor has it
evaluated the solvency of CCEJ or the Company under any laws relating tobankruptcy, insolvency or similar matters.
In relying on financial analyses and forecasts provided to J.P. Morgan or derived
therefrom, J.P. Morgan has assumed that they have been reasonably prepared based- 26 -

on assumptions reflecting the best currently available estimates and judgments bymanagement as to the expected future results of operations and financial condition of
CCEJ and the Company to which such analyses or forecasts relate, and based on theassessments of the management of CCEJ as to the relative likelihood of achieving thefuture financial results reflected in the forecasts of the Company prepared by the
management of the Company as well as the forecasts of the Company prepared by the
management of the Company and adjusted by the management of CCEJ, we haverelied on such adjusted forecasts of the Company.
J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on
which they were based. J.P. Morgan has also assumed that the Share Exchange andthe other transactions contemplated by the Share Exchange Agreement and theIntegration Agreement (together, the “Agreements”) will qualify as a tax-freereorganization for Japanese tax purposes and will be consummated as described in theAgreements, and that the definitive Agreements will not differ in any material
respects from the drafts thereof furnished to J.P. Morgan. J.P. Morgan has also
assumed that the representations and warranties made by CCEJ and the Company in
the Agreements and the related agreements are and will be true and correct in all
respects material to J.P. Morgan’s analysis and that CCEJ will have no exposure
under any indemnification obligations contained within the Agreements or the relatedagreements in any amount material to J.P. Morgan’s analysis. J.P. Morgan is not alegal, regulatory, tax or accounting expert and relied on the assessments made byadvisors to CCEJ with respect to such issues. J.P. Morgan further assumed that allmaterial governmental, regulatory or other consents and approvals necessary for the
consummation of the Share Exchange would be obtained without any adverse effecton CCEJ or the Company or on the contemplated benefits of the Share Exchange.
The opinion and analyses of J.P. Morgan with respect to the Share Exchange Ratio,
which was the basis for the written opinion provided by J.P. Morgan, were necessarily
based on economic, market and other conditions as in effect on, and the information
made available to J.P. Morgan as of September 29, 2016. It should be understood that
subsequent developments may affect the opinion and that J.P. Morgan does not haveany obligation to update, revise, or reaffirm such analyses and opinion. The written
opinion was limited to the fairness, from a financial point of view, to the holders ofcommon stock of CCEJ (other than the Company and its subsidiaries and affiliates)of the Share Exchange Ratio in the proposed Share Exchange and J.P. Morgan
expressed no opinion as to the fairness of any consideration to be paid in connection
with the Share Exchange to the holders of any other class of securities, creditors or- 27 -

other constituencies of CCEJ or as to the underlying decision by CCEJ to engage in
the Share Exchange. Furthermore, J.P. Morgan expressed no opinion with respect tothe amount or nature of any compensation to any officers, directors, or employees ofany party to the Share Exchange, or any class of such persons relative to the Share
Exchange Ratio applicable to the holders of common stock of CCEJ in the Share
Exchange or with respect to the fairness of any such compensation. J.P. Morgan
expressed no opinion as to the price at which common stock of CCEJ or theCompany will trade at any future time.
The forecasts for CCEJ and the Company furnished to J.P. Morgan by CCEJ wereprepared by the managements of CCEJ and the Company. Further, J.P. Morgan relied
on forecasts for the Company as adjusted by the management of CCEJ in giving its
opinion and conducting analyses with respect to the Share Exchange Ratio. Neither
CCEJ nor the Company publicly discloses internal management forecasts provided to
J.P. Morgan in connection with J.P. Morgan’s analysis of the Share Exchange, andsuch forecasts were not prepared with a view toward public disclosure. These
forecasts were based on numerous variables and assumptions that are inherently
uncertain and may be beyond the control of management, including, without
limitation, factors related to general economic and competitive conditions andprevailing interest rates. Accordingly, actual results could vary significantly fromthose set forth in these forecasts.
The foregoing summary of the results of the analysis of the Share Exchange Ratio
and the summary of the method of such analysis does not purport to be a complete
description of the analyses or data presented by J.P. Morgan. The preparation of afairness opinion is a complex process and is not necessarily susceptible to partial
analysis or summary description. J.P. Morgan believes that its analyses must be
considered as a whole and that selecting portions of the foregoing summary and theseanalyses, without considering all of its analyses as a whole, could create an
incomplete view of the processes underlying the analyses and its opinion. In
providing its opinion, J.P. Morgan did not attribute particular weight to any specificanalyses or factors considered by it and did not form a view as to whether any
individual analysis or factor (positive or negative), considered in isolation, supported
or failed to support its opinion. Rather, J.P. Morgan considered the totality of thefactors and analyses performed in providing its opinion. None of the selectedcompanies reviewed as described in the above analysis as a comparison is identical to
CCEJ or the Company or any of their respective operating units or subsidiaries.
However, the companies selected were chosen because they are publicly traded- 28 -

companies with businesses that, for purposes of J.P. Morgan’s analysis, may beconsidered similar to those of CCEJ and the Company, as the case may be. The
analyses necessarily involve complex considerations and judgments concerning
differences in financial and business characteristics of the companies involved andother factors that could affect the companies compared to CCEJ and the Company.
J.P. Morgan has acted as financial advisor to CCEJ with respect to the proposed Share
Exchange and will receive a fee from CCEJ for its services, a substantial portion ofwhich will become payable only if the proposed Share Exchange is consummated. In
addition, CCEJ has agreed to indemnify J.P. Morgan against certain liabilities arisingout of its engagement. During the two years preceding the date of the written opinion,
J.P. Morgan and its affiliates have not provided any other material financial advisory
services, commercial banking services or investment banking services to CCEJ or theCompany. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, lessthan 1% of the outstanding common stock of each of CCEJ and the Company. In theordinary course of the businesses of J.P. Morgan and its affiliates, J.P. Morgan and its
affiliates may actively trade the debt and equity securities or other financial
instruments (including derivatives, bank loans or other obligations) issued by CCEJ
or the Company for its own account or for the accounts of customers and, accordingly,
J.P. Morgan may at any time hold long or short positions in such securities or otherfinancial instruments.
4) Prospects and reasons for delisting
As a result of the Share Exchange, CCEJ will become a wholly-owned subsidiary of
the holding company as of the Effective Date, and CCEJ’s common shares are
expected to be delisted according to the delisting standards of the first section of TSE
as of March 29, 2017.
After delisting, CCEJ’s common shares will no longer be able to be traded on TSE,
however, the Company’s common shares allocated to CCEJ’s shareholders throughthe Share Exchange are listed on the first section of TSE and FSE, and are available
for transaction at the Financial Instruments Exchange on or after the Effective Date.
Accordingly, we believe that liquidity of shares of the Company will be provided to
CCEJ shareholders who own 100 or more shares of CCEJ’s common stock and who
receive 100 shares of the Company (= 1 unit) or more through allotment as a result of
the Share Exchange, despite there being a possibility that they will be allotted somecommon stock of less than one unit according to the number of shares held, because- 29 -

they will remain capable of trading shares constituting one unit or more on the firstsection of TSE and FSE.
On the other hand, CCEJ shareholders who own less than 100 shares of CCEJ’s
common stock and who receive less than 100 shares of the Company common stock
through allotment become holders of shares less than one unit of the Company as aresult of the Share Exchange. Such fractional shares cannot be sold at the Financial
Instruments Exchange; however, those shareholders to be in possession of fractional
shares are eligible to make use of the Company’s programs to purchase the fractional
shares or to sell the fractional shares so that they add up to 1 unit, as requested by theshareholder. Please refer to “3. (1) i) 1) (Note: 3) Treatment of fractional shares”
above for details. For details on the treatment of shares less than 1 share as a result of
the Share Exchange, please refer to “3. (1) i) 1) (Note: 4) Treatment of shares lessthan 1 share.”5) Measures to ensure fairnessa) Report from a third-party
In order to ensure fairness/validity of the Share Exchange Ratio of the Share
Exchange, the Company received a Share Exchange Ratio Report of the Share
Exchange from SMBC Nikko Securities, a third-party organization. The Company
has not received a Fairness Opinion from the third-party organization, SMBC Nikko
Securities, stating the financial validity of the Share Exchange Ratio for theCompany.
In order to ensure fairness/validity of the Share Exchange Ratio for the Share
Exchange, CCEJ received a valuation report regarding the Share Exchange Ratio as
well as a Fairness Opinion dated September 29, 2016 from the third-party
organization, J.P. Morgan, stating that, as of such date, and based on and subject tothe factors and assumptions set forth in that written opinion, the Share Exchange
Ratio in the Share Exchange was fair, from a financial point of view, to the holders ofcommon stock of CCEJ (other than the Company and its subsidiaries and affiliates).
b) Advice from external legal office
The Company has received legal advice on the execution of due diligence and theadministrative processes of the Business Integration from Mori, Hamada &Matsumoto, as legal advisor to the Company for the Business Integration.
CCEJ has received legal advice on the execution of due diligence and theadministrative processes of the Business Integration from Anderson, Mori &- 30 -

Tomotsune, as legal advisor to CCEJ for the Business Integration.
6) Measures to prevent conflict of interest
Mr. Vikas Tiku, at the time CFO for the Coca-Cola Asia Pacific Group of The Coca-Cola
Company (hereinafter referred to as “TCCC”) and a director who is not an Audit andSupervisory Committee member of the Company, has not been involved in thediscussion and resolution of the Share Exchange nor negotiation/discussion of the Share
Exchange, because he was to be seconded to join CCEJ.
Mr. Irial Finan, Director of CCEJ, has not been involved in the discussion and resolutionof the Share Exchange nor negotiation/discussion of the Share Exchange, as he has been
concurrently serving an executive vice president of TCCC which has 100% of issued
shares of European Refreshments, Inc., CCEJ’s top shareholder.
ii) Matters concerning amounts by which the stated capital and reserves of the Company are
to increase through the Share Exchange
The amounts by which the stated capital and reserves of the Company are to increase
through the Share Exchange are as follows.
The Company believes that the relevant amounts of stated capital and reserves areappropriate in light of laws and regulations and the capital policy of the Company.
1) Increase in stated capital
Zero yen
2) Increase in capital reserve
Minimum amount of increase pursuant to the provisions of laws and regulations
3) Increase in legal reserve
Zero yen(2) Treatment of share acquisition rights and bonds with share acquisition rights as a result of
the Share Exchange
Not applicable.
(3) Matters concerning CCEJ
i) Non-consolidated financial statements for the most recent business year, etc.
The non-consolidated financial statements of CCEJ for the most recent business year, etc.,
are as described in “Non-consolidated financial statements of New CCW for the mostrecent business year, etc.” in the separate pages of Reference Materials for General
Meeting of Shareholders.

- 31 -

ii) Disposal of significant assets, etc. arising after the balance sheet date of the most recent
business year
1) Treatment of share acquisition rights and bonds with share acquisition rights as a resultof the Share Exchange
CCEJ, at its own expense, may acquire all the issued share acquisition rights upon theconsent from the holders of the share acquisition rights. (However, the acquisition priceof one share acquisition right shall be below the value calculated by following method:market value of one CCEJ common share multiplied by 100, minus JPY 100.) CCEJ
may also elect to accept the exercise of all share acquisition rights by the holders of theshare acquisition rights in accordance with the provisions of the relevant Issuance
Guidelines for Share Acquisition Rights. Any share acquisition rights that are notacquired by CCEJ as described above and are not exercised by the holders by the final
date of the exercise period described in Issuance Guidelines for Share Acquisition Rights
or by the date immediately before the Effective Date, whichever is earlier, will beacquired free of charge and retired by CCEJ, as stipulated in the Issuance Guidelines for
Share Acquisition Rights and the relevant allotment agreement between CCEJ and theholders by the date immediately before the Effective Date.
2) Dividends
CCEJ plans to pay dividends subject to approval at the Annual General Shareholders’Meeting of CCEJ scheduled for March 23, 2017, as follows:
Total amount of dividends: 2,029,454,992 yen (16 yen dividend per share)(4) Disposal of significant assets, etc. arising after the balance sheet date of the most recent
business year of the Companyi) Dividends
The Company plans to pay dividends by the Effective Date of the Share Exchange subject
to the approval of “Proposal No. 1: Appropriation of surplus” at this General Meeting of
Shareholders, as follows:
Total amount of dividends: 2,619,279,480 yen (24 yen dividend per share [including
a 1 yen commemorative dividend])ii) Absorption-type company split
The Company plans to conduct an absorption-type company split with New CCW based on
this agreement subject to the approval of “Proposal No. 3: Approval of absorption-typecompany split agreement between the Company and New CCW Establishment Preparation- 32 -

Co., Ltd.” at this General Meeting of Shareholders.
For details, please see “Proposal No. 3: Approval of absorption-type company split
agreement between the Company and New CCW Establishment Preparation Co., Ltd.”iii) Reduction in the amount of capital reserve
With an increase in the amount of capital reserve as a result of the Share Exchange as acondition precedent, the Company has decided to reduce amount of the increase in capitalreserve.
The amount of the reduction is the same as the amount of the increase in capital reserve asa result of the Share Exchange.

- 33 -

Proposal No. 3: Approval of absorption-type company split agreement between the

Company and New CCW Establishment Preparation Co., Ltd.
The Company, at a meeting of the Board of Directors held on September 30, 2016, approved, inorder to shift to a holding company structure at the time of the Business Integration, theconclusion of an absorption-type company split agreement (hereinafter referred to as the“Absorption-Type Company Split Agreement”) with New CCW, a wholly-owned subsidiary of
Coca-Cola West Co., Ltd., on the Effective Date, and concluded the Absorption-Type Company
Split Agreement on October 31, 2016.
Therefore, we propose for this conclusion of the Absorption-Type Company Split Agreement tobe approved.
Furthermore, following the Company Split, the Company will reduce the amount of otheradditional paid-in capital in accordance with the provisions of the Ordinance on Accounting ofCompanies.
This proposal may only take effect on the condition that “Proposal No. 2: Approval of shareexchange agreement between the Company and Coca-Cola East Japan Co., Ltd.” is approved asoriginally proposed.
1. Reasons for the Company Split
As described in “1. Reasons for the Share Exchange” in “Proposal No. 2: Approval of shareexchange agreement between the Company and Coca-Cola East Japan Co., Ltd.”

2. Overview of the Absorption-Type Company Split Agreement
The contents of the Absorption-Type Company Split Agreement, which was entered into by
the Company and New CCW on October 31, 2016, are as follows:

Absorption-Type Company Split Agreement
Coca-Cola West Co., Ltd. (on the Effective Date (defined in Article 2. The same shall apply
hereinafter), it will change its trade name to Coca-Cola Bottlers Japan Inc. Address: 7-9-66
Hakozaki, Higashi-ku, Fukuoka City, Fukuoka Prefecture; hereinafter referred to as “CCW”) andNew CCW Establishment Preparation Co., Ltd. (on the Effective Date, it will change its trade nameto Coca-Cola West Co., Ltd. Address: 7-9-66 Hakozaki, Higashi-ku, Fukuoka City, Fukuoka
Prefecture; hereinafter referred to as “New CCW”), conclude this absorption-type company split
agreement (hereinafter referred to as the “Agreement”) regarding the absorption-type company split(hereinafter referred to as the “Company Split”) that transfers the rights and obligations of all of
Coca-Cola West Co., Ltd.’s businesses other than its group management/administration operations- 34 -

and the management of its assets (hereinafter referred to as the “Business”).
Article 1 (Method of Company Split)
CCW shall split and cause New CCW to succeed to the rights and obligations that CCW holds withrespect to the Business through an absorption-type company split in accordance with the Agreement,
and New CCW shall succeed to these.

Article 2 (Effective Date of Company Split)
The effective date the Company Split (hereinafter referred to as the “Effective Date”) shall be April
1, 2017; provided, however, that CCW and New CCW may change such date through discussion
between both parties where the need arises in the implementation of procedures for the Company
Split or for other reasons. Furthermore, the entry into force of the share exchange (hereinafterreferred to as the “Share Exchange”) with CCW as the wholly-owning parent company resulting
from a share exchange and Coca-Cola East Japan Co., Ltd. as the wholly-owned subsidiary resulting
from a share exchange is a condition precedent for the entry into force of the Share Exchange.

Article 3 (Delivery of Monetary or Other Consideration)
Upon the Company Split, New CCW shall not deliver its shares or other consideration of money, etc.
to CCW.

Article 4 (Items Related to Capital and Reserve Funds)
New CCW shall have no increase in its capital or reserve funds as a result of the Company Split.

Article 5 (Approval at the General Shareholders Meeting)Partly A shall hold a General Shareholders Meeting on March 22, 2017 and seek the approval of theAgreement. Pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act, New CCWshall conduct the Company Split without receiving the approval at its General Meeting of
Shareholders.
Article 6 (Rights and Obligations to Be Succeeded)
1.

CCW shall cause New CCW to succeed to the assets, liabilities and debts, contractual status,
and rights and obligations incidental thereto, as well as employment contracts and other rights
and obligations listed in the attached document “Itemized Statement of Rights and Obligations
to Be Succeeded” on the Effective Date, and New CCW shall succeed to these.

- 35 -

2.

The “cumulative assumption of obligations” (chojo-teki saimu hikiuke) method shall apply tothe succession of obligations from CCW to New CCW as a result of the Company Split, andinternally, New CCW shall bear the full amount of these obligations.

Article 7 (Management of Company Assets, etc.)
CCW and New CCW, until the Effective Date following the conclusion of the Agreement, shall
execute their respective operations using their standard methods and scope of operations execution,
as well as managing and operating their assets, with the due care of a prudent manager, and where
they attempt to take actions with risk having a serious effect on their financial position, operating
results, business, or rights and obligations, shall take these actions following prior discussion andagreement between CCW and New CCW.
Article 8 (Duty of Non-Competition)
CCW, even after the Company Split enters into force, may operate businesses which compete with
the Business being succeeded to New CCW.
Article 9 (Change in Circumstances)
During the period between the conclusion date of the Agreement and the Effective Date, CCW and
New CCW may modify the conditions of the Company Split or cancel the Agreement throughdiscussion between both parties in the event of any material change in the status of assets or
management of CCW or New CCW due to a natural disaster or other event.
Article 10 (Force of Agreement)
The Agreement shall lose its force in cases corresponding to any of the following.
(i)

Where CCW does not receive approval of the Agreement at its general meeting ofshareholders in the period up until the day immediately before the Effective Date.

(ii) Where the approval of the relevant authorities or filing procedures to the relevant
authorities related to the Company Split required based on laws and regulations (includinglaws and regulations of foreign countries) are not completed in the period up until the day
immediately before the Effective Date(iii) Where CCW or Coca-Cola East Japan Co., Ltd. does not receive approval at their general
meetings of shareholders of the share exchange agreement for the Share Exchange in the
period up until the day immediately before the Effective Date.
(iv) Where the share exchange agreement listed in item (iii) of this article is cancelled or loses
its force in the period up until the day immediately before the Effective Date.

- 36 -

Article 11 (Governing Law and Jurisdiction)
The Agreement shall be governed by, and construed and interpreted in accordance with Japanese
laws. All disputes related to the Agreement shall be under the agreed exclusive jurisdiction of theTokyo District Court for the first instance.
Article 12 (Good Faith Negotiations)
Any and all items not stipulated in the Agreement and any and all items where the construal orinterpretation is in doubt shall be resolved through good faith negotiations by the parties to theAgreement.
IN WITNESS WHEREOF, one original of the Agreement is hereby executed and, upon theinscription and seal of CCW and New CCW, CCW shall retain the original thereof and New CCWshall retain a copy thereof.
October 31, 2016
CCW:
7-9-66 Hakozaki, Higashi-ku, Fukuoka City,
Fukuoka Prefecture
Coca-Cola West Company, Limited
Tamio Yoshimatsu
Representative Director and President

New CCW:
7-9-66 Hakozaki, Higashi-ku, Fukuoka, JapanNew CCW Establishment Preparation Co., Ltd.
Tamio Yoshimatsu
Representative Director and President- 37 -

Attachment “Itemized Statement of Rights and Obligations to Be Succeeded”
Itemized Statement of Rights and Obligations to Be Succeeded
The assets, liabilities and debts, contractual status, and rights and obligations incidental thereto,
as well as employment contracts and other rights and obligations to be succeeded to New CCWfrom CCW on the Effective Date are listed in the items below.
1. Assets to Be Succeeded
All assets belonging to CCW just prior to the Effective Date. However, the assets listed in thefollowing items shall be excluded from assets to be succeeded in the Company Split as assets
related to CCW’s group management/administration operations and the management of its
assets.
(1) 800 million yen from total cash and deposits as well as deposits related to deposit
accounts held for share administration(2) Land, buildings and structures belonging to CCW (including assets incidental andrelated thereto)(3) Shares of the following companies which belong to or are planned to be acquired by
CCW on the Effective Date
New CCWQ’Sai Co., Ltd.
Coca-Cola East Japan Co., Ltd.
(4) In addition to the preceding items, other current assets and fixed assets created through
CCW’s group management/administration operations and the management of its assets(however, excluding shares in subsidiaries and shares in affiliates except those in thesubsidiaries listed in (3) which belong to CCW)
2. Liabilities and Debts to Be Succeeded
All liabilities and debts belonging to CCW just prior to the Effective Date. However, theliabilities and debts listed in the following items, which are related to CCW’s groupmanagement/administration operations and the management of its assets, shall be excluded.
(1) Accrued taxes(2) Deferred tax liabilities(3) In addition to the preceding items, other current liabilities and long-term liabilities
created through CCW’s group management/administration operations and the
management of its assets- 38 -

3. Contractual Status to Be Succeeded (Excluding Items Listed in 4.)
The contractual status and all rights and obligations incidental thereto under all agreements towhich CCW is a party just prior to the Effective Date. However, the following items are
excluded.
(1) The bottling agreement executed between The Coca-Cola Company and Coca-Cola(Japan) Co., Ltd. (including contracts incidental to or related thereto).
(2) Agreements signed with the Accounting Auditor (including contracts incidental to or
related thereto)(3) Shareholder register administrator services agreement signed with the shareholder
register administrator (including contracts incidental to or related thereto)(4) Agreements signed with financial institutions related to deposit accounts for shareadministration(5) All agreements signed with securities companies (including contracts incidental to or
related thereto); provided, however, that agreements related to transactions of listed
shares are excluded.
(6) Listing agreements related to the listing of securities issued by CCW on Tokyo Stock
Exchange, Inc. and the Fukuoka Stock Exchange (including contracts incidental to or
related thereto).
(7) Insurance policies covering officer liability for damages.
(8) Contracts incidental to or related to assets and liabilities and debts not succeeded to
New CCW.

4. Employment Contracts, etc. to Be Succeeded
The employment contracts and incidental rights and obligations, as well as the labor conditions
stipulated by the in-company work regulations with persons enrolled at CCW (including
persons being seconded from CCW, persons being seconded to CCW, term employees, contract
employees, and part-timers) existing just prior to the Effective Date. Regarding the collective
labor agreement, an identical collective labor agreement to the one executed between CCW and
the Coca-Cola West Labor Union will be deemed to be executed between New CCW and the
Coca-Cola West Labor Union on the Effective Date.

5. Permissions and Authorizations
Among the permissions, authorizations, approvals, registrations, and filings acquired by CCW
in relation to the Business existing just prior to the Effective Date, those legally succeedable.

- 39 -

3. Overview of matters provided for in Article 183 of the Ordinance for Enforcement of
the Companies Act(1) Matters concerning appropriateness of exchange considerations
There will be no allocation of shares or other compensation by New CCW in the courseof the Company Split. As New CCW is a wholly-owned subsidiary of the Company, theCompany deems these details to be appropriate.
(2) Matters concerning the dividends of surplus, etc. as of the Effective Date
Not applicable.
(3) Treatment of share acquisition rights and bonds with share acquisition rights in relation
to the Company Split
Not applicable.
(4) Matters concerning New CCW(i) Non-consolidated financial statements for the most recent business year, etc.
The non-consolidated financial statements of New CCW for the most recent
business year, etc., are as follows.

Business Report(From October 27, 2016 to December 31, 2016)
1. Matters regarding current status of New CCW(1) Overview of business and results
During the fiscal year under review, the Japanese economy experienced a gradual recovery
amidst an improving employment and income environment, and in terms of personal
consumption, a move toward recovery in consumer sentiment was observed.
In the soft drink industry, the market expanded from the previous year with the positiveeffects of good summer weather. While competition among soft drink producers continues,
we are beginning to see signs of a change in the market environment in the form of a movetoward improved earnings in each company.
In this type of management environment, based on a business integration agreement
concluded with Coca-Cola West Co., Ltd. and Coca-Cola East Japan Co., Ltd. on
September 30, 2016, to shift to a holding-company structure, New CCW was establishedon October 27, 2016 as a wholly-owned subsidiary of Coca-Cola West Co., Ltd.
Furthermore, on October 31, 2016, New CCW concluded an absorption-type company split- 40 -

agreement with an effective date of April 1, 2017 succeeding to it the rights and obligationsof all of Coca-Cola West Co., Ltd.’s businesses other than its groupmanagement/administration operations and the management of its group assets.
Furthermore, New CCW conducted no business in its first business year (the fiscal year2016).

2. Matters regarding officers
Statuses of Directors and Audit & Supervisory Board Members (as of December 31,
2016)
Position in New CCW

Name

Responsibility in New CCW, and significant
concurrent positions outside New CCW

Representative

Tamio

Director

Yoshimatsu

President
Representative Director & President ofCoca-Cola West Co., Ltd.
Outside Director of Nishi-Nippon Railroad Co.,Ltd.

Audit & Supervisory

Hiroyoshi Miyaki

Board Member

Director of Coca-Cola West Co., Ltd. (Standing
Audit & Supervisory Committee Member[full-time])

Notes: Changes in Directors and Audit & Supervisory Board Members during the fiscal year under review:(1) On October 27, 2016, Tamio Yoshimatsu was newly elected and took office as Director. On the same day,he was also elected and took office as Representative Director.
(2) On October 27, 2016, Hiroyoshi Miyaki was newly elected and took office as Audit & Supervisory Board
Member.

3. Matters regarding shareholdersa.

Number of shareholders: 1b.

Shareholder
Name of shareholder

Number of shares held

Ownership

Coca-Cola West Co., Ltd.

1

100.0%- 41 -

Non-consolidated Balance Sheet(As of December 31, 2016)
Thousands of yen
ASSETS
Current Assets:
Deferred tax assets
Deposit paid in affiliates
Total Current Assets:

19
99,94399,963

Total Assets

99,963

LIABILITIESCurrent Liabilities:
Accrued income taxes
Total Current Liabilities

38
38

Total Liabilities

38

NET ASSETS
Shareholders’ equity:
Common stock
Retained earnings:
Other retained earnings
Retained earnings to be carried forward
Total shareholders’ equity

100,000
(75)
(75)
(75)
99,924

Total Net Assets

99,924

Total Liabilities and Net Assets

99,963

Note: Amounts less than one thousand yen are omitted.

Non-consolidated Statement of Income(From October 27, 2016 to December 31, 2016)
Thousands of yen
Net sales–

Cost of sales–

Gross profit–

Selling, general and administrative expenses

65

Operating loss

(65)

Non-operating income:Interest and dividend received

9

Total non-operating income

9

Recurring loss

(56)

Loss before income taxes(56)

Income taxes

38

Income taxes deferred

(19)

Loss
Note: Amounts less than one thousand yen are omitted.

(75)- 42 -

Non-consolidated Statement of Changes in Shareholders’ Equity(From October 27, 2016 to December 31, 2016)
Shareholders’ equity
Retained earnings
Other retained
earnings
Retained earnings to
be carried forward

Common stock
Balance as of Oct. 27,
2016
Changes during thistermIssue of new shares
Loss
Total changes during
this term
Balance as of Dec. 31,
2016
Note:

(Thousands of yen)

Total shareholders’equityTotal net assets

–

–

–

–

100,000––(75)

100,000(75)

100,000(75)

100,000(75)

99,92499,924

100,000(75)

99,92499,924

Amounts less than one thousand yen are omitted.

Notes to Non-consolidated Financial Statements(Notes to Non-consolidated Statement of Changes in Shareholders’ Equity(From October 27, 2016 to December 31, 2016))
Matters related to the type and total number of issued and outstanding shares
Number of shares asof the beginning of
the year
Number of issued
and outstanding
sharesCommon stock
Total

Increase in thenumber of shares
during the year

Decrease in thenumber of shares
during the year

Number of shares asof the end of theyear

SharesSharesSharesShares

–
–

1
1

–
–

1
1

Note: The increase of 1 share of common stock resulted from new-share issuance accompanying theestablishment of a company.

- 43 -

Copy of Audit Report by Audit & Supervisory Board Member
AUDIT REPORT
I, the Audit & Supervisory Board Member, have audited the execution of duties by Directors in
the 1st fiscal year from October 27, 2016 to December 31, 2016 and report the methods andresults as follows:
1. Method and Contents of Audit
I worked to achieve mutual understanding with the Directors, endeavored to collectinformation and maintain and improve the audit environment, received reports on the statusof performance of duties from the Directors, and requested explanations as necessary. Basedon the above-described methods, I examined the business report for the fiscal year underreview.
In addition, I studied the accounting books and other related documents, and examined
non-consolidated financial statements and their supporting schedules for the said fiscal year.
2. Results of Audit(1) Results of Audit of Business Report, etc.
1)

I acknowledge that the business report fairly presents the status of the Company inconformity with the applicable laws and regulations and the Articles ofIncorporation of the Company.

2)

I acknowledge that no misconduct or material fact constituting a violation of any
law or regulation or the Articles of Incorporation of the Company was found withrespect to the Directors’ performance of their duties.

(2) Results of audit on non-consolidated financial statements and their supporting schedules
The non-consolidated financial statements and their supporting schedules are found to
be proper with respect to all the significant aspects, including the Company’s financial
position and the results of operation.

February 16, 2017
Hiroyoshi Miyaki [seal]
Audit & Supervisory Board Member
New CCW Establishment Preparation Co., Ltd.

- 44 -

(ii) Disposal of significant assets, etc. arising after the balance sheet date of the mostrecent business year of New CCW
Not applicable.
(5) Disposal of significant assets, etc. arising after the balance sheet date of the most recent
business year of the Company(i) Dividends
The Company plans to pay dividends by the effective date of the Company Split subject tothe approval of “Proposal No. 1: Appropriation of surplus” at this General Meeting of
Shareholders, as follows:
Total amount of dividends: 2,619,279,480 yen (24 yen dividend per share [including
a 1 yen commemorative dividend])(ii) Share Exchange
After receiving approval of “Proposal No. 2: Approval of share exchange agreement
between the Company and Coca-Cola East Japan Co., Ltd.” at this General Meeting of
Shareholders, the Company plans to conduct the share exchange with CCEJ based on thisagreement.
Please see “Proposal No. 2: Approval of share exchange agreement between the Company
and Coca-Cola East Japan Co., Ltd.” for details.
(iii) Reduction in the amount of capital reserve
With an increase in the amount of capital reserve as a result of the Share Exchange as acondition precedent, the Company has decided to reduce amount of the increase in capitalreserve.
The amount of the reduction is the same as the amount of the increase in capital reserve asa result of the Share Exchange.

- 45 -

Proposal No. 4: Partial amendments to Articles of Incorporation
We propose partial amendments to the Articles of Incorporation, which shall include changing
the trade name of the Company in accordance with the Business Integration.
The proposed amendments to the Articles of Incorporation may take effect on the Effective Datesubject to the respective approvals as originally proposed of the proposal for the approval of theshare exchange agreement at this General Meeting of Shareholders and at CCEJ’s Annual
General Shareholders’ Meeting scheduled to be held on March 23, 2017, and proposal for theapproval of absorption-type company split agreement at this General Meeting of Shareholders,and subject to both the aforementioned agreements going into effect on the Effective Date, asboth the Share Exchange and the Company Split are to be carried out as part of the Business
Integration.
1. Reasons for proposal
Primary reasons for the amendments to Articles of Incorporation are as follows:(1) In accordance with the shift to a holding company structure as a result of the Business
Integration, the Company plans to change the trade name of “Coca-Cola West Co., Ltd.”
to “Coca-Cola Bottlers Japan Inc.” (Article 1 of the proposed amendments)(2) In accordance with the shift to a holding company structure as a result of the Business
Integration, the Company plans to update the Articles of Incorporation by adjusting the
purpose of the business, adding and changing wording, revising managerial frameworks,changing the number of Directors (excluding Directors serving on the Audit andSupervisory Committee), and deleting regulations pertaining to the framework
involving consultants and advisors. (Article 2 and Article 20 of the proposed
amendments, and deletion of Article 29 of the existing Articles of Incorporation)(3) The Company plans to change the total number of shares of stocks to 500 million sharesto enable issuance of new shares pursuant to the Share Exchange and flexible
management of operations going forward. (Article 6 of the proposed amendments)(4) To better enable Directors to fully perform roles expected of them, the Company plans
to newly establish a provision effectively providing for their exemption from liabilities
to the extent afforded by laws and regulations, contingent on resolution of the Board of
Directors as set forth in Article 426, Paragraph 1 of the Companies Act. (Article 28 of
the proposed amendments) (We have obtained consent of respective Directors servingon the Audit and Supervisory Committee in connection with such changes.)(5) The Company plans to make changes to the Supplementary Provisions because a new
trade name usage agreement with TCCC will be entered into on April 1, 2017, as aresult of changing the trade name in accordance with the Business Integration.
(6) In addition to the above, the Company plans to change the numbering of articles, etc. toreflect the each of the aforementioned changes.

- 46 -

2. Details of proposed amendments
Details of the proposed amendments are as follows.
Existing Articles of Incorporation
CHAPTER I: GENERAL PROVISIONS(Company’s Name)
Article 1
The name of the Company shall be “コカ・コーラウ
エスト株式会社” and in English, “COCA-COLA
WEST COMPANY, LIMITED.”(Purpose)
Article 2
For the purpose which this Company is organized to:(1) to (10) (Omitted)(11) conduct tracking business, automobile freight
forwarding business and warehousing business(12) (Omitted)(Newly established)(13) to (19) (Omitted)(20) repair and maintain automobiles(21) to (22) (Omitted)(Newly established)(Newly established)(23) to (24) (Omitted)
Article 3 to 5 (Omitted)(Amended portions are underlined.)
Proposed Amendments
CHAPTER I: GENERAL PROVISIONS(Trade Name)
Article 1
The name of the Company shall be “コカ・コーラボ
トラーズジャパン株式会社” and in English,“Coca-Cola Bottlers Japan Inc.”(Purpose)
Article 2
The purpose of the Company is to control andmanage the business activities of companies
operating the following businesses through theownership of the whole or part of the shares of thosecompanies and to engage in the following businesses:(1) to (10) (Same as at present)(11) conduct tracking business, consigned freight
forwarding business, automobile freight
forwarding business and warehousing business(12) (Same as at present)(13) conduct rental business involving items such as
televisions, refrigerators, laundry equipment andlockers in hospitals and other facilities(14) to (20) (Same as at present)(21) sell, purchase, repair and maintain automobiles(22) to (23) (Same as at present)(24) conduct electrical construction business(25) conduct antiques trading business(26) to (27) (Same as at present)
Article 3 to 5 (Same as at present)

CHAPTER II: SHARES OF STOCKSCHAPTER II: SHARES OF STOCKS(Total Number of Shares of Stocks)
Article 6
The total number of shares of stock to be issued by
the Company shall be two hundred seventy million
shares.
Article 7 to 12 (Omitted)(Total Number of Shares of Stocks)
Article 6
The total number of shares of stocks to be issued by
the Company shall be five hundred million shares.

CHAPTER III: GENERAL MEETING OF
SHAREHOLDERS

CHAPTER III: GENERAL MEETING OF
SHAREHOLDERS

Article 13 to 19 (Omitted)

Article 7 to 12 (Same as at present)

Article 13 to 19 (Same as at present)- 47 -

Existing Articles of Incorporation
CHAPTER IV: DIRECTORS AND BOARD OF
DIRECTORS

Proposed Amendments
CHAPTER IV: DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 20
1. We shall have up to 15 Directors (excluding
those serve as Audit and supervisory committee
members) in our company.
2. (Omitted)
Article 21 to 27 (Omitted)(Exemption of Liabilities by Directors)
Article 28(Newly established)(Number of Directors)
Article 20
1. We shall have up to 10 Directors (excluding
those serving as Audit and Supervisory
Committee members) in our company.
2. (Same as at present)
Article 21 to 27 (Same as at present)(Exemption of Liability of Directors)
Article 28
1. Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, we may
release liability of Directors (including former
Directors) for damages in the event that they failto perform their duties, within the limits of laws
and regulations, by resolution of the Board of
Directors.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, we may enter
into a liability limitation agreement with a
Director (except for executive officers) to limit
liability for damages in the event that he/she
fails to perform his/her duties; provided,
however, that the maximum liability in theagreement shall be equal to the minimum
liability limit stipulated by laws and regulations.
(Deleted)

We may enter into a liability limitation agreementwith directors (except for executive officers) to limit
liability for damage in the event that he/she fails toperform his/her duties according to the Companies
Act Article 427-1. However, The limit of liability in
the Agreement shall be equal to the minimum liability
limit stipulated by laws and ordinances.

(Consultants and advisors)
Article 29
The Company may assign a few consultants andadvisors by a resolution by Board of Directors.
CHAPTER V: AUDIT AND SUPERVISORYCOMMITTEE
Article 30 to 32 (Omitted)

CHAPTER V: AUDIT AND SUPERVISORYCOMMITTEE
Article 29 to 31 (Same as at present)

CHAPTER VI: ACCOUNTS
Article 33 to 35 (Omitted)

CHAPTER VI: ACCOUNTS
Article 32 to 34 (Same as at present)- 48 -

Existing Articles of Incorporation
SUPPLEMENTARY PROVISIONS 1
The trade name of the Company predicates on the
trade name usage agreement entered into on January
1, 2009 between the Company and The Coca-Cola
Company headquartered at N.W. Coca-Cola Plaza,
Atlanta, Georgia in the United States, which allows
the use and partial use of The Coca-Cola Company’s
trade names “コカ・コーラ” and “Coca-Cola” Thesaid permission remains valid only during the period
set forth by the agreement and the Company shallimmediately suspend the usage if The Coca-Cola
Company revokes the permission.
SUPPLEMENTARY PROVISIONS 2 (Omitted)

Proposed Amendments
SUPPLEMENTARY PROVISIONS 1
The trade name of the Company predicates on the
trade name usage agreement entered into on April 1,2017 between the Company and The Coca-Cola
Company headquartered at N.W. Coca-Cola Plaza,
Atlanta, Georgia in the United States, which allows
the use and partial use of The Coca-Cola Company’s
trade names “コカ・コーラ” and “Coca-Cola” Thesaid permission remains valid only during the period
set forth by the agreement and the Company shallimmediately suspend the usage if The Coca-Cola
Company revokes the permission.
SUPPLEMENTARY PROVISIONS 2 (Same as atpresent)- 49 -

Proposal No. 5: Election of nine (9) Directors (excluding Directors Serving on the
Audit and Supervisory Committee)
All nine (9) Directors (excluding Directors serving on the Audit and Supervisory Committee)
will complete their terms at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of nine (9) Directors (excluding Directors
serving on the Audit and Supervisory Committee).
We propose that the terms of office of seven (7) of the candidates, Nobuo Shibata, Hideharu
Takemori, Toshio Fukami, Shigeki Okamoto, Yoshiki Fujiwara, Shunichiro Hombo, and Zenji
Miura, continue until one day prior to the expected Effective Date of March 31, 2017,
notwithstanding the provision of Article 22, Paragraph 1 of the Articles of Incorporation. This
will enable the seven (7) candidates to carry out management during the period until
appointments of those elected take effect with respect to the Directors (excluding Directors
serving on the Audit and Supervisory Committee) described in “Proposal No. 6: Election of
three (3) Directors (excluding Directors serving on the Audit and Supervisory Committee) in
Relation to the Business Integration.” However, this is subject to the respective approvals as
originally proposed of the proposal for the approval of the share exchange agreement at this
General Meeting of Shareholders and at CCEJ’s Annual General Shareholders’ Meetingscheduled to be held on March 23, 2017, and proposal for the approval of absorption-typecompany split agreement at this General Meeting of Shareholders, and subject to both theaforementioned agreements going into effect on the Effective Date, as both the Share Exchange
and the Company Split are to be carried out as part of the Business Integration.
The candidates for Directors (excluding Directors serving on the Audit and Supervisory
Committee) are as follows:
No.

Name
(Date of Birth)

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

1

1969
2000
2004
2006

No. ofCompany
Shares Owned

Joined Kinki Coca-Cola Bottling Co., Ltd.
Director, Kinki Coca-Cola Bottling Co., Ltd.
Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
Senior Managing Director, Kinki Coca-Cola BottlingCo., Ltd.
Executive Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
July
2006 Director, Coca-Cola West Co., Ltd.
Tamio Yoshimatsu
Executive Corporate Officer, Coca-Cola West Co., Ltd.
10,600(February 10,
March2007 Representative Director, Kinki Coca-Cola Bottling Co.,
1947)
Ltd.
President, Kinki Coca-Cola Bottling Co., Ltd.
January 2009 Executive Vice President, Coca-Cola West Co., Ltd.
March
2009 Representative Director, Coca-Cola West Co., Ltd.
(incumbent)
January 2010 President, Coca-Cola West Co., Ltd. (incumbent)
June
2016 Outside Director, Nishi-Nippon Railroad Co., Ltd.
(incumbent)[Reason for the election of the candidate]
The Company requests the election of Tamio Yoshimatsu as a Director because of his track record in the Sales,
Distribution and Management Planning Divisions, based on his considerable experience as the President of a
Coca-Cola bottling company prior to its merger with the Company and as a Director of the Company, andbecause of how he has exercised leadership in his present position as a Senior General Manager of Business of
the Company and Group, to utilize his ability, experience, etc. in the management of the Group.

- 50 -

No.

Name(Date of Birth)

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

2

3

1969
1995
1999
2004
2005

No. ofCompany
Shares Owned

Joined Coca-Cola West Co., Ltd.
Director, Coca-Cola West Co., Ltd.
Senior Corporate Officer, Coca-Cola West Co., Ltd.
Executive Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Coca-Cola West Japan Products
Co., Ltd. (present Coca-Cola West Products Co., Ltd.)
President, Coca-Cola West Japan Products Co., Ltd.
(present Coca-Cola West Products Co., Ltd.)
January 2009 Executive Vice President, Coca-Cola West Co., Ltd.
(incumbent)
Nobuo Shibata
March2009 Director, Coca-Cola West Co., Ltd.
(November 12,
13,276
June2012 Outside Director, Kyushu Leasing Service Co., Ltd.
1946)
(incumbent)
March2015 Representative Director, Coca-Cola West Co., Ltd.
(incumbent)May
2015 Representative Director, Shikoku Coca-Cola BottlingCo., Ltd.
President, Shikoku Coca-Cola Bottling Co., Ltd.
January 2016 Representative Director, Q’SAI CO., LTD.
Chairman, Q’SAI CO., LTD.
March
2016 Representative Director, Specified Nonprofit Corporation
Ichimura Kyushu School of Nature (incumbent)[Reason for the election of the candidate]
The Company requests the election of Nobuo Shibata as a Director because of his track record in the
Administrative Division, based on his considerable experience as the President of a SCM Business Group
Company and as a Director of the Company, and because of how he has exercised leadership in his present
position in the management of the Company and Group, to utilize his ability, experience, etc. in the managementof the Group.
April
1978 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2003 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2007 Managing Director, Minami Kyushu Coca-Cola BottlingCo., Ltd.
January 2008 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Senior Corporate Officer, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
January
2012
President,
Minami Kyushu Coca-Cola Bottling Co., Ltd.
Hideharu
March
2012 Representative Director, Minami Kyushu Coca-Cola
Takemori
5,231
Bottling Co., Ltd.
(August 16, 1954)
Director, Coca-Cola West Co., Ltd. (incumbent)
January 2014 Executive Corporate Officer, Coca-Cola West Co., Ltd.
January 2015 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd. (incumbent)
Representative Director, Coca-Cola West Equipment
Service Co., Ltd. (incumbent)
President, Coca-Cola West Equipment Service Co., Ltd.
(incumbent)[Reason for the election of the candidate]
The Company requests the election of Hideharu Takemori as a Director because of his track record in the Sales,
Administration and Management Planning Divisions, based on his considerable experience as the President of a
Coca-Cola bottling company prior to its merger with the Company and as a Director of the Company, andbecause of how he has exercised leadership in his present position in the management of the Group and as theRepresentative Director of a Sales Business Group Company, to utilize his ability, experience, etc. in the
management of the Group.

- 51 -

No.

Name(Date of Birth)

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

5

6

No. ofCompany
Shares Owned

1980 Joined Coca-Cola West Co., Ltd.
2006 Corporate Officer, Coca-Cola West Co., Ltd.
2007 Group Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Nishinihon Beverage Co., Ltd.
President, Nishinihon Beverage Co., Ltd.
March
2009 Director, Shikoku Coca-Cola Bottling Co., Ltd.
July
2010 Managing Director, Shikoku Coca-Cola Bottling Co.,
Toshio Fukami
Ltd.
(March 16,
5,488
March
2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
1956)
March
2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd. (incumbent)
Representative Director, Coca-Cola West Sales Support
Co., Ltd. (incumbent)
President, Coca-Cola West Sales Support Co., Ltd.
(incumbent)[Reason for the election of the candidate]
The Company requests the election of Toshio Fukami as a Director because of his rich track record in the Sales
Division, based on his management experience as the Director of a Coca-Cola Bottling company prior to its
merger with the Company, and as the Director of Company, and because of how he has exercised leadership in
his present position in the management of the Group and as the Representative Director of a Sales BusinessGroup Company, to utilize his ability, experience in the management of the Group.
March
1979 Joined Kinki Coca-Cola Bottling Co., Ltd.
April
2008 Corporate Officer, Coca-Cola West Co., Ltd.
January 2010 Group Senior Corporate Officer, Coca-Cola West Co.,
Ltd.
Representative Director, Coca-Cola West Equipment
Shigeki Okamoto
Service Co., Ltd.
(November 13,
4,287
President, Coca-Cola West Equipment Service Co., Ltd.
1956)
January 2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Senior General Manager of CSV Division, Coca-Cola
West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Shigeki Okamoto as a Director because of his extensive track record in the
Administrative, CSR, Management Planning, and Sales divisions, based on his management experience as the
President of a Sales Business Group Company and as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.
March1985 Joined Kinki Coca-Cola Bottling Co., Ltd.
January 2010 Corporate Officer, Coca-Cola West Co., Ltd.
Yoshiki Fujiwara January 2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(October 5,(incumbent)
3,573
1962)
March
2013 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 General Manager of Commercial Headquarters,
Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Yoshiki Fujiwara as a Director because of his extensive track record in theSales Division, based on his management experience as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.

- 52 -

Name(Date of Birth)No.

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

No. ofCompany
Shares Owned

April
January
January

7891985 Joined Coca-Cola West Co., Ltd.
2010 Corporate Officer, Coca-Cola West Co., Ltd.
2012 Senior Corporate Officer, Coca-Cola West Co., Ltd.
Yasunori Koga
3,018(incumbent)(April 26, 1962)
March
2014 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 Senior General Manager of Planning & Finance Division,
Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Yasunori Koga as a Director because of his track record throughout theAdministrative Divisions including the General Affairs, Human Resources, Finance, and Management Planning
Divisions, based on his management experience as a Director of the Company, and because of how he has
exercised leadership in his present position in the management of the Group, to utilize his ability, experience, etc.
in the management of the Group.
April
1992 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
March
2007 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
January 2008 Executive Officer, Minami Kyushu Coca-Cola BottlingCo., Ltd.
March
2011 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Shunichiro
January 2012 Senior Corporate Officer, Minami Kyushu Coca-Cola
Hombo
2,434
Bottling Co., Ltd.
(June 9, 1964)
January 2014 Senior Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2014 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2016 General Manager of Kyushu Sales Division Commercial
Headquarters, Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
The Company requests the election of Shunichiro Hombo as Director because of his extensive track record in theSales Division, based on his management experience as the Director of a Coca-Cola bottling company prior to its
merger with the Company and as a Director of the Company, and because of how he has exercised leadership in
his present position in the management of the Group, to utilize his ability, experience, etc. in the management of
the Group.
April
1976 Joined Ricoh Co., Ltd.
January 1993 Director & President, Ricoh France S. A.
October 2000 Senior Vice President, Ricoh Co., Ltd.
June
2003 Executive Vice President, Ricoh Co., Ltd.
June
2004 Managing Director, Ricoh Co., Ltd.
June
2005 Director, Ricoh Co., Ltd.
Zenji Miura
Corporate Executive Vice President, Ricoh Co., Ltd.
(January 5,
March
2008
OutsideAudit & Supervisory Board Member, Coca-Cola
1950)
West Co., Ltd.
April
2011 Representative Director, Ricoh Co., Ltd. (incumbent)
Deputy President, Ricoh Co., Ltd.
April
2013 President, Ricoh Co., Ltd. (incumbent)CEO, Ricoh Co., Ltd. (incumbent)
March2016 Outside Director, Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
Zenji Miura is President and CEO of Ricoh Co., Ltd. The Company requests an election of Zenji Miura as a
Director (Outside Director) in order for him to utilize his considerable experience and knowledge as the
President and CEO of Ricoh Co., Ltd. for the management of the Company.

Notes:
1.

Special interest relationships between the Company and candidates for Directors (excluding Directors serving on
the Audit and Supervisory Committee) are as follows:(1) Nobuo Shibata is Representative Director of Specified Nonprofit Corporation Ichimura Kyushu School of
Nature. The Company disburses operating expenses, etc. to Specified Nonprofit Corporation Ichimura
Kyushu School of Nature as expenses for contribution to regional communities.

- 53 -

He retired from the office of Representative Director and the office of Chairman at Q’SAI CO., LTD. on
February 16, 2017.
(2) Zenji Miura is Representative Director, President and CEO of Ricoh Co., Ltd., which is an “associatedcompany” of the Company. However, there are no special interest relationships between the Company andthe candidate.
(3) There are no special interest relationships between the Company and the other candidates for Directors(excluding Directors serving on the Audit and Supervisory Committee).
2.

Zenji Miura is a candidate for Outside Director.
(1) The reason why the Company designated him as a candidate for Outside Director is as described in“Reason for the election of the candidate.”(2) He is an incumbent Outside Director of the Company. At the conclusion of this General Meeting of
Shareholders, he has assumed the office as Outside Director for one (1) year.
(3) The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on
which the Company is listed, that he is an “independent director.” The qualification for “independent
director” is determined by rules, etc. set by each securities exchange.
If his re-election is approved, he is scheduled to be an independent director continuously.
(4) Currently, the Company has concluded an agreement for limitation of liability with him, and if his
re-election is approved, said agreement shall remain in effect. The agreement will outline that in cases
where the Directors (excluding directors with executive authority over operations, etc.) have caused
damages to the Company due to non-performance of their duties and yet they are bona fide and there is nogross negligence from them in performing their duties, they shall be liable for the damages to the limit ofminimum liability set forth in Article 425, Paragraph 1 of the Companies Act.

- 54 -

Proposal No. 6: Election of three (3) Directors (excluding Directors Serving on the
Audit and Supervisory Committee) in Relation to the Business Integration
We would like to request the election of three (3) Directors (excluding Directors serving on the
Audit and Supervisory Committee), in accordance with the Business Integration.
The elections of the respective candidates are to take effect on the Effective Date, under two
conditions, the first condition being the respective approvals as originally proposed of the
proposal for the approval of the share exchange agreement at this General Meeting of
Shareholders and at CCEJ’s Annual General Shareholders’ Meeting scheduled to be held on
March 23, 2017, and proposal for the approval of absorption-type company split agreement at
this General Meeting of Shareholders, and subject to both the aforementioned agreements going
into effect on the Effective Date, as both the Share Exchange and the Company Split are to be
carried out as part of the Business Integration; and the second condition being that Directors thathave been elected to serve terms of office persisting until March 31, 2017 (excluding Directors
serving on the Audit and Supervisory Committee) resign in accordance with expiration of theirterms of office, upon approval as originally proposed of “Proposal No. 5: Election of nine (9)Directors (excluding Directors serving on the Audit and Supervisory Committee).”
The candidates for Directors (excluding Directors serving on the Audit and Supervisory
Committee) are as follows:
No.

Name
(Date of Birth)

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
May
1988
December 1996
January 1998
August2000
January 2005

1

No. ofCompany
Shares Owned

Joined Diageo plc (The Pillsbury Company, USA)
CFO, Diageo plc (The Pillsbury Company, Australia)
CFO, Diageo plc (The Pillsbury Company, Asia-Pacific)
Senior Vice President and COO, Source MDx (USA)Managing Director in charge of Asia Pacific, The
Hershey Company (USA)July
2005 Group Manager, Mergers and Acquisitions,
The Coca-Cola Company (USA)June
2006 CFO, Coca-Cola Africa Group, The Coca-Cola Company
May2009 Executive Vice President and CFO, Coca-Cola (Japan)* Vikas Tiku
Co., Ltd.
(July 26, 1965)
June
2009 Representative Director, Executive Vice President and
CFO, Coca-Cola (Japan) Co., Ltd.
March2010 Outside Director, Coca-Cola Business Service Co., Ltd.
(present Coca-Cola Integrated Business Systems Co.,
Ltd.)
March
2011 Outside Director, Coca-Cola West Co., Ltd.
February 2015 CFO, Coca-Cola Asia Pacific Group, The Coca-Cola
Company
November 2016 Vice President, Coca-Cola East Japan Co., Ltd.
(incumbent)[Reason for the election of the candidate]
Vikas Tiku is Vice President of Coca-Cola East Japan Co., Ltd. The Company requests the election of Vikas Tiku
as a Director in order for him to utilize, for the management of the Company, his track record at Coca-Cola East
Japan Co., Ltd. and his global business knowledge of Coca-Cola business operations, formed on the basis of theconsiderable experience he has gained thus far at Coca-Cola West Co., Ltd. and The Coca-Cola Company.

- 55 -

Name(Date of Birth)No.

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

No. ofCompany
Shares Owned

October2

31998 Trade Manager (in charge of Romania and Moldova),
Coca-Cola Morino Beverages (Timisoara)May
2000 Manager in charge of Marketing (in charge of east zone),
Coca-Cola Hellenic Bottling Company Romania(Bucharest)May
2005 Operational Manager, Coca-Cola Hellenic BottlingCompany Romania (Bucharest)
September 2006 Director in charge of Commercial Headquarters, Central* Costel Mandrea
Office (Athens), Coca-Cola Hellenic Bottling Company(July 21, 1974) January 2010 Key Account Director, Coca-Cola Hellenic BottlingCompany Eurasia (Moscow)
January 2013 Director in charge of RTM, Headquarters, Coca-Cola
Hellenic Bottling Company
January 2015 Senior Executive Officer, Coca-Cola East Japan Co., Ltd.
July
2015 Vice President, Coca-Cola East Japan Co., Ltd.
(incumbent)
March2016 Director, Coca-Cola East Japan Co., Ltd. (incumbent)[Reason for the election of the candidate]
Costel Mandrea is Director and Vice President of Coca-Cola East Japan Co., Ltd. The Company requests theelection of Costel Mandrea as a Director in order for him to utilize, for the management of the Company, his
track record at Coca-Cola East Japan Co., Ltd. and his global business knowledge of Coca-Cola business
operations, formed on the basis of the considerable experience he has gained thus far as a manager of sales atseveral Coca-Cola bottling company locations overseas.
April
1975 Joined Japan Radio Co., Ltd.
January 1979 Joined Sony Corporation
October 2001 Representative Director and President, Sony Ericsson
Mobile Communications Corporation* Hiroshi
April2003 ABCVP, Sony Ericsson Mobile Communications
Yoshioka
Corporation(October 26,
November 2005 Corporate Executive, SVP, Sony Corporation
1952)
April
2008 Corporate Executive, EVP, Sony Corporation
April
2009 Executive Deputy President Officer, Sony Corporation
July
2013 External Director, Coca-Cola East Japan Co., Ltd.
(incumbent)[Reason for the election of the candidate]
Hiroshi Yoshioka is an External Director of Coca-Cola East Japan Co., Ltd. The Company requests the electionof Hiroshi Yoshioka as a Director (Outside Director) in order for him to utilize, for the management of theCompany, the experience he has gained thus far at Coca-Cola East Japan Co., Ltd., and the considerable
experience and knowledge he has gained at Sony Corporation.

Notes:
1.

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

2.

Special interest relationships between the Company and candidates for Directors (excluding Directors serving on
the Audit and Supervisory Committee) are as follows:
Vikas Tiku, Costel Mandrea and Hiroshi Yoshioka are directors or executive officers of CCEJ, which has
business relations with the Company regarding purchase of products, etc., and has signed integrationagreement, share exchange agreement, etc. with the Company.

3.

Hiroshi Yoshioka is a candidate for Outside Director.
(1) The reason why the Company designated him as a candidate for Outside Director is as described in“Reason for the election of the candidate.”(2) If his re-election is approved, the Company will submit notices to Tokyo Stock Exchange, Inc. and Fukuoka
Stock Exchange, on which the Company is listed, that he is an “independent director.” The qualification for- 56 -

“independent director” is determined by rules, etc. set by each securities exchange.
(3) If his re-election is approved, the Company will conclude an agreement for limitation of liability with him,and. The agreement will outline that in cases where the Directors (excluding directors with executive
authority over operations, etc.) have caused damages to the Company due to non-performance of theirduties and yet they are bona fide and there is no gross negligence from them in performing their duties, theyshall be liable for the damages to the limit of minimum liability set forth in Article 425, Paragraph 1 of theCompanies Act.
(4) He retired from the office of Executive Deputy President Officer at Sony Corporation on December 31,
2012.

- 57 -

Proposal No. 7: Election of three (3) Directors Serving on the Audit andSupervisory Committee in Relation to the Business Integration
Four (4) of the Directors serving on the Audit and Supervisory Committee, Hiroyoshi Miyaki,
Gotaro Ichiki, Seiji Isoyama, and Tomoko Ogami, will resign as of one day prior to the expected
effective date of March 31, 2017 in accordance with the Business Integration.
Therefore, The Company would like to request the election of three (3) new Directors servingon the Audit and Supervisory Committee, in accordance with the business integration andresignation of the aforementioned Directors serving on the Audit and Supervisory Committee.
We have obtained the consent of the Audit and Supervisory Committee in connection with this
proposal.
The elections of the respective candidates may only take effect on the Effective Date, under two
conditions, the first condition being the respective approvals as originally proposed of the
proposal for the approval of the share exchange agreement at this General Meeting of
Shareholders and at CCEJ’s Annual General Shareholders’ Meeting scheduled to be held on
March 23, 2017, and proposal for the approval of absorption-type company split agreement at
this General Meeting of Shareholders, and subject to both the aforementioned agreements going
into effect on the Effective Date, as both the Share Exchange and the Company Split are to be
carried out as part of the Business Integration; and the second condition being that the
aforementioned four (4) Directors serving on the Audit and Supervisory Committee resign fromtheir positions.
The candidates for Directors serving on the Audit and Supervisory Committee are as follows:
No.

Name
(Date of Birth)

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

1

1976
1993
2000
2003
2004
2005

No. ofCompany
Shares Owned

Joined Ricoh Co., Ltd.
Director & President, Ricoh France S. A.
Senior Vice President, Ricoh Co., Ltd.
Executive Vice President, Ricoh Co., Ltd.
Managing Director, Ricoh Co., Ltd.
Director, Ricoh Co., Ltd.
Zenji Miura
Corporate Executive Vice President, Ricoh Co., Ltd.
(January 5,
March
2008
OutsideAudit & Supervisory Board Member, Coca-Cola
1950)
West Co., Ltd.
April
2011 Representative Director, Ricoh Co., Ltd. (incumbent)
Deputy President, Ricoh Co., Ltd.
April
2013 President, Ricoh Co., Ltd. (incumbent)CEO, Ricoh Co., Ltd. (incumbent)
March2016 Outside Director, Coca-Cola West Co., Ltd. (incumbent)[Reason for the election of the candidate]
Zenji Miura has considerable experience and knowledge having acted as corporate executive in his current
position as the Representative Director, President and CEO of Ricoh Co., Ltd., as well as auditing experience
having acted as an Audit & Supervisory Board Member of the Company and managerial experience having acted
as a Director. Moreover, he has furnished beneficial opinions and frank suggestions to the management of theCompany drawing on the considerable experience he has gained thus far as a corporate executive. As such, wedeem him suitable of providing advice on all areas of decision making related to important managerial decisions
and handling of expected risks, and accordingly request the election of Zenji Miura as Director serving on the
Audit and Supervisory Committee (Outside Director).

- 58 -

Name(Date of Birth)No.

Brief Personal Profile, Position and Responsibility in the Company,
and Significant Concurrent Positions
OctoberJanuary
June
March
August2

3

No. ofCompany
Shares Owned

1984
1991
1995
2001
2004

Finance Director, Coca-Cola Bottlers Ireland, Ltd.
Managing Director, Coca-Cola Bottlers Ulster, Ltd.
Managing Director, Coca-Cola Morino Beverages
CEO, Coca-Cola Hellenic Bottling Company S.A.
* Irial Finan
Executive Vice President (President of Bottling(June 14, 1957)
Investments Group), The Coca-Cola Company(incumbent)
March2012 Outside Director, Coca-Cola Central Japan Co., Ltd.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
(incumbent)[Reason for the election of the candidate]
Irial Finan is Executive Vice President of The Coca-Cola Company and an External Director of Coca-Cola East
Co., Ltd. In addition, he has considerable experience having acted as a corporate executive engaged in
Coca-Cola business over many years acting as a representative of the Bottling Investments Group engaging inoversight of The Coca-Cola Company management and Coca-Cola bottlers worldwide. As such, we deem him
suitable of providing advice on all areas of decision making related to important managerial decisions andhandling of expected risks, and accordingly request the election of Irial Finan as Director serving on the Audit
and Supervisory Committee (Outside Director).
1988
Joined The Coca-Cola Company
1991
Joined Coca-Cola (Japan) Co., Ltd.
1996
Indonesia Region Manager, The Coca-Cola Company
2000
Executive Vice President and CFO, Coca-Cola (Japan)
Co., Ltd.
2004
Deputy President, Coca-Cola (Japan) Co., Ltd.
* John Murphy
2005
Vice
President of Strategic Planning, The Coca-Cola(February 5,
Company
1962)
October 2008 President of Coca-Cola Latin Center Business Unit, The
Coca-Cola Company
January 2013 President of Coca-Cola South Latin Business Unit, The
Coca-Cola Company
August2016 President of Coca-Cola Asia Pacific Group, The
Coca-Cola Company (incumbent)[Reason for the election of the candidate]
John Murphy is President of The Coca-Cola Company’s Coca-Cola Asia Pacific Group, and has considerable
experience having acted as a corporate executive engaged in the Coca-Cola business in Japan and globally overmany years. As such, we deem him suitable of providing advice on all areas of decision making related toimportant managerial decisions and handling of expected risks, and accordingly request the election of John
Murphy as Director serving on the Audit and Supervisory Committee (Outside Director).

Notes:
1.

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

Special interest relationships between the Company and candidates for Directors serving on the Audit andCommittee.
Supervisory Committee are as follows:(1) Zenji Miura is Representative Director, President and CEO of Ricoh Co., Ltd., which is an “associatedcompany” of the Company. However, there are no special interest relationships between the Company andthe candidate.
(2) Irial Finan is an Executive Vice President (President of Bottling Investments Group) of TCCC, which has
concluded an agreement with the Company for the manufacturing, sales, trademark use, etc. of Coca-Cola
and other products. He is a Director at CCEJ, which has a business relationship in product purchasing, etc.,
and has concluded a business integration agreement, share exchange agreement, etc. with the Company.
(3) John Murphy is President of the Coca-Cola Asia Pacific Group of TCCC, which has concluded anagreement with the Company for the manufacturing, sales, trademark use, etc. of Coca-Cola and otherproducts.

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3.

Zenji Miura, Irial Finan and John Murphy are candidates for Outside Directors.
(1) The reasons why the Company designated them as candidates for Outside Directors are as described in“Reason for the election of the candidate.”(2) Zenji Miura is an incumbent Outside Director (excluding Directors serving on the Audit and Supervisory
Committee) of the Company. At the conclusion of this General Meeting of Shareholders, he has assumed
the office as Outside Director for one (1) year.
(3) The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on
which the Company is listed, that Zenji Miura is an “independent director.” The qualification for“independent director” is determined by rules, etc. set by each securities exchange.
If his re-election is approved, he is scheduled to be an independent director continuously.
(4) Currently, the Company has concluded an agreement for limitation of liability with Zenji Miura, and if his
re-election is approved, said agreement shall remain in effect. Furthermore, if the election of Irial Finan andJohn Murphy is approved, the Company will conclude said agreements with them.
The agreement will outline that in cases where the Directors (excluding directors with executive authority
over operations, etc.) have caused damages to the Company due to non-performance of their duties and yet
they are bona fide and there is no gross negligence from them in performing their duties, they shall be liable
for the damages to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies
Act.

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Proposal No. 8: Revision to Remuneration for Directors (excluding Directors
Serving on the Audit and Supervisory Committee)
Although the amount of remuneration for Directors (excluding Directors serving on the Audit
and Supervisory Committee) of the Company at present is 500 million yen or less per year (ofthat up to 50 million yen or less per year for Outside Directors) as approved at the 58th
Ordinary General Meeting of Shareholders held on March 23, 2016, in consideration of factors
including our business expansion efforts associated with the Business Integration, and for the
purpose of securing top-notch talent both in Japan and overseas and upgrading our
performance-linked remuneration as we look to achieve our performance goals, we would liketo propose the amount of remuneration for Directors (excluding Directors serving on the Audit
and Supervisory Committee) be set at 750 million yen or less per year (of that up to 50 million
yen or less per year for Outside Directors), with the specific amount, payment period, and otherdetails for each Director (excluding Directors serving on the Audit and Supervisory Committee)
be decided by a resolution of the Board of Directors.
Although there are currently nine (9) Directors (excluding Directors serving on the Audit andSupervisory Committee; including one (1) Outside Director), their number shall be nine (9)(excluding Directors serving on the Audit and Supervisory Committee; including one (1)Outside Director) upon the approval of “Proposal No. 5: Election of nine (9) Directors(excluding Directors Serving on the Audit and Supervisory Committee)” in its original form. In
addition, their number shall be five (5) (excluding Directors serving on the Audit andSupervisory Committee, including one (1) Outside Director) after April 1, 2017 upon theeffectuation of the Share Exchange Agreement and the Absorption-type Company Split
Agreement, and the approval of “Proposal No. 6: Election of three (3) Directors (excluding
Directors Serving on the Audit and Supervisory Committee) in Relation to the Business
Integration” in their original forms.

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