(Translation)
Securities code: 2579
March 3, 2010

NOTICE OF THE 52nd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 52nd 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 Reference Materials for Ordinary General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., March 24 (Wednesday), 2010.
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 25 (Thursday), 2010
The Grand Ballroom (3F), Grand Hyatt Fukuoka
1-2-82 Sumiyoshi, Hakata-ku, Fukuoka, Japan1.

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

Business report, consolidated financial statements for the 52nd
fiscal term (January 1 to December 31, 2009); and audit reports ofconsolidated financial statements by Accounting Auditors and theBoard of Corporate Auditors
Non-consolidated financial statements for the 52nd fiscal term
(January 1 to December 31, 2009)

The appropriation of surplus
Election of ten (10) Directors
Introduction of Countermeasures to Large-Scale Acquisitions of
Coca-Cola West Shares (Takeover Defense Measures)-1-

4. Matters Related to the Exercise of Voting Rights(1) Exercise of the 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 24 (Wednesday), 2010.
(2) Voting 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 24 (Wednesday), 2010.
(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 PC and mobile phone, the lastvoting shall prevail.

Notes:
1. Attendees are requested to submit the proxy voting form 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 Ordinary General Meeting of
Shareholders, we will notify you through the Company’s website (http://www.ccwest.co.jp).
[This is a partial English translation prepared for the convenience of non-resident shareholders. Should
there be any inconsistency between the translation and the official Japanese text, the latter shall prevail.]-2-

Procedures for the Exercise of Voting Rights via the Internet
If you prefer to exercise your voting rights via the Internet, please accept the following conditions before
exercising your rights.
1. Shareholders exercising their voting rights via the Internet can only do so via the website designated by
the Company (shown below). They can also exercise their voting rights online by mobile phone.
(Website URL for the exercise of voting rights) http.//www.webdk.net
2. If you are exercising your voting rights via the Internet, please enter the code and the password for the
exercise of voting rights indicated on the proxy voting form enclosed herein 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 PC hardware capable of supporting thesebrowsers will be adequate.
3) If you are to exercise voting rights via mobile phone, the device must be capable of 128bit SSL
telecommunication (encrypted communication). (For security reasons, the Company website is only
configured to support 128bit SSL telecommunications (encrypted communication). Consequently,
certain devices cannot be used).
(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 one of thefollowing numbers.
Administrator of Shareholders’ Register:
The Sumitomo Trust & Banking Co., Ltd.
Stock Transfer Agency Department
Direct Line:(Toll free) 0120-186-417 (accessible 24 hours; 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, 2009

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

20,634
21,63051,33522,861
0
2,055
3,288
14,490(131)
136,164

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

34,907
19,01023,90553,006
4,605
385
1,801
137,622

Intangible assets:
Goodwill
Other intangible assets
Total intangible assets

2,112
4,344
6,457

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

27,658728
11,606
7,025(445)
46,573
190,653

Total Assets

326,818

Note: Amounts less than one million yen are omitted.

-4-Consolidated Balance Sheet
As of December 31, 2009
Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Lease obligations
Accrued income taxes
Other accounts payable
Other current liabilities
Total Current Liabilities

17,3092,645
783
13,925
6,440
41,105Long-term Liabilities:
Bonds payable
Lease obligations
Deferred tax liabilities
Allowance for employee’s retirement benefits
Allowance for directors’ retirement benefits
Negative goodwill
Other long-term liabilities
Total Long-term Liabilities

50,000
2,050
1,536
5,512
16
622
3,158
62,897

Total Liabilities

104,002

NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital
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
Minority interests

15,231109,072
124,174(25,759)
222,718
23
23
74

Total Net Assets

222,816

Total Liabilities and Net Assets

326,818

Note: Amounts less than one million yen are omitted.

-5-Consolidated Statement of Income
For the fiscal year ended December 31, 2009
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

369,698
206,240
163,457
161,214
2,242

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

348
360
364
1,074

Non-operating expenses:
Interest expenses
Bond issuance cost
Other expenses
Non-operating expenses
Recurring profit

316
260
655
1,231
2,085

Extraordinary income:Subsidy income
Gains on transfer of business
Gains on sale of investment securities
Extraordinary income

165
19
12
197

Extraordinary losses:
Impairment loss
Expenses for measures for sales equipment installment
Transfer fees (CCW to group companies)
Expenses related to group reorganization
Losses on disposal of fixed assets
Early retirement bonus
Head office relocation expenses
Loss on adjustment for changes of accounting standard for leasetransactions
Losses on valuation of investment securities
Loss on valuation of golf club membership
Loss on disaster
Extraordinary losses
Loss before income taxes and minority interests
Income taxes
Income taxes deferred
Minority interests
Net loss
Note: Amounts less than one million yen are omitted.

-6-

6,092
2,716
1,150
904
740
617
362
52
51
21
19
12,729（10,446）
1,018(3,878)8（7,594）

Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2009

(Millions of yen)
Shareholders’ equity

15,231

Additional
paid-in
capital109,073

136,067(25,756)

Total
shareholders’equity234,616

Changes during this term
Dividends of surplus-

Net loss
Acquisition of treasury stock--(4,299)-(4,299)-(7,594)-(5)(7,594)(5)

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

-

(0)

-

3

2

-

-

-

-

-

15,231(0)
109,072(11,893)
124,174(2)(25,759)(11,897)
222,718

Commonstock
Balance as of Dec. 31, 2008

Total changes during this term
Balance as of Dec. 31, 2009

Retainedearnings

Treasurystock

Valuation and translation
adjustments
Totalvaluationandtranslation
adjustments
(165)
(165)

Net unrealized
gains on othermarketablesecurities
Balance as of Dec. 31, 2008

Minority
interests

Total net
assets71

234,521

Changes during this term
Dividends of surplus

-

-

-

(4,299)Net loss
Acquisition of treasury stock

-

-

-

(7,594)(5)

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

-

-

-

2

188

188

3

192

188

188

3

(11,704)

Balance as of Dec. 31, 2009

23

23

74

222,816

Note: Amounts less than one million yen are omitted.

-7-Non-consolidated Balance Sheet
As of December 31, 2009

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

19,16431
21,502
51,335
21,100
0
1,608
3,643
2,710
289
3,241
8,424
1,247
(114)
134,185

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

27,891
3,036
16,216984
1,659
21,43547,515
3,627
385
122,752

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

29
3,433
532
117
4,114

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

2,621
10,656
1,868(406)
57,512
184,379

Total Assets

318,564

Note: Amounts less than one million yen are omitted.

-8-

11,721
25,928
1,423
3,616
81

Non-consolidated Balance Sheet
As of December 31, 2009

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

14,464
2,138
16,824
2,488
111
4,607
29
40,664Long-term Liabilities:
Bonds payable
Lease obligations
Deferred tax liabilities
Allowance for employee’s retirement benefits
Negative goodwill
Other long-term liabilities
Total Long-term Liabilities

50,000
1,542
925
4,059
622
2,979
60,129Total Liabilities

100,793

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

15,231
108,166
0108,166
3,316
412
406
568
119,188(3,809)116,765
120,082(25,759)
217,721
49
49

Total Net Assets

217,771

Total Liabilities and Net Assets

318,564

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Income

For the fiscal year ended December 31, 2009
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating loss

339,194
199,144
140,050
141,046(996)

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

1,049
414
430
1,895

Non-operating expenses:
Interest expenses
Bond issuance cost
Other expenses
Non-operating expenses
Recurring loss

289
260
588
1,138
(239)

Extraordinary income:Subsidy income
Gains on sale of investment securities
Extraordinary income

165
12
177

Extraordinary losses:
Impairment loss
Expense for measures for sales equipment installation
Transfer fees (CCW to group companies)
Expenses related to group reorganization
Losses on disposal of fixed assets
Early retirement bonus
Head office relocation expenses
Losses on valuation of investment securities
Loss on valuation of golf club membership
Loss on disaster
Loss on adjustment for changes of accounting standard for leasetransactions
Extraordinary losses
Loss before income taxes
Income taxes
Income taxes deferred
Net loss
Note: Amounts less than one million yen are omitted.

- 10 -

5,777
2,229
1,150
808
580
360
358
49
21
17
13
11,368（11,429）165(4,003)（7,591）

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2009

(Millions of yen)
Valuation andtranslation
adjustments

Shareholders’ equity
Additional paid-in capital

Retained earnings

Capitalreserve

Other
additional
paid-in
capitalTotal
additional
paid-in
capitalLegalreserveOtherretainedearnings(Note 1)

Total
retainedearnings

Treasurystock

15,231

108,1661

108,167

3,316

128,656

131,973(25,756)

Dividends of surplus

-

-

-

-

-

(4,299)(4,299)-Net loss

-

-

-

-

-

(7,591)(7,591)-

Reversal of reserve

-

-

-

-

-

-

-

Savings of provisions

-

-

-

-

-

-

Reversal of provisions

-

-

-

-

-

Acquisition of treasury
stock

-

-

-

-

Disposal of treasury stock

-

-

(0)

(0)

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

-

-

-

-

-

-

(0)

(0)

-

(11,890)(11,890)(2)

15,231

108,166

0108,166

3,316

116,765

120,082(25,759)

Commonstock

Balance as of Dec. 31, 2008

Net unrealized
Total
gains on othershareholders’marketable
equitysecurities

229,616

Total net
assets(46)

229,569(4,299)-(4,299)(7,591)-(7,591)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(5)

(5)

-

(5)

-

-

-

3

2

-

2

-

-

-

-

-

96

96

(11,894)

96(11,798)

217,72149

217,771

Changes during this term

Total changes during thisterm
Balance as of Dec. 31, 2009

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

Reserve for
specialdepreciation

Reserve foradvanceddepreciation

Reserve forcommunity
contributions

Reserve forregional
environmental
preservation

Retainedearnings to
be carriedforward

Total otherretainedearnings

7

388

299

428

119,188

8,344

128,656

Dividends of surplus

-

-

-

Net loss

-

-

-

-

-

(4,299)(4,299)--(7,591)

Reversal of reserve(7)-(7,591)

-

-

-

7

Savings of provisions

-

-

47

300

150

-

(497)

-

Reversal of provisions
Acquisition of treasury
stock

-

(23)

(193)

(9)

-

226

-

Disposal of treasury stock

-

-

-

-

-

-

-

-

-

-

-

-

-

-

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

-

-

-

-

-

-

-

Total changes during this
term

(7)

23

106

140

-

(12,153)(11,890)

Balance as of Dec. 31, 2009

-

412

406

568

119,188(3,809)116,765

Balance as of Dec. 31, 2008

Generalreserve

Changes during this term

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

- 11 -

Reference Materials for Ordinary General Meeting of Shareholders
Proposal No. 1: The appropriation of surplus
Generally taking into account our business results for the fiscal year under review and our futurebusiness environment, we propose the appropriation of surplus as follows:
1. Year-end dividends(1) Type of assets to be distributedCash(2) Allotment of assets to be distributed and the total amount
We propose to pay 21 yen per share of the Company’s common stock.
In this case, the dividends will total 2,099,484,156 yen.
As a result, annual dividends will be 42 yen per share, including interim dividends, which isa decrease of 1 yen from the previous fiscal year.
(3) Effective date of the distribution of surplus
We propose that the effective date of the distribution of surplus will be March 26, 2010.
2. Other matters relating to the appropriation of surplus(1) Items of surplus to increase and the amount
Retained earnings to be carried forward:

12,800,000,000 yen

Reserve for community contributions:

200,000,000 yen(2) Items of surplus to decrease and the amount
General reserve:

13,000,000,000 yen- 12 -

Proposal No. 2: Election of ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, we propose that ten (10) Directors be elected.
The candidates for Directors are as follows:
No.

1

2

3

Name
(Date of Birth)

Norio Sueyoshi(February 18,
1945)

Brief personal profile, position and responsibility in the Company,
and significant concurrent positions
April
March
March
August
March
March

1967
1991
1995
1997
1999
2001

October

2001

March

2002

March

2005

July
June

2006
2007

January
January
March
March
March
March

2009
2010
1969
2000
2004
2006

Tamio Yoshimatsu
July(February 10,
1947)
March

2007

January
March

2009
2009

January
April
March
March
April
March
April

2010
1969
1995
1999
2003
2008
2008

March

2009

January

2010

Hijiri Morita(August 18, 1946)

2006

Joined Coca-Cola West Co., Ltd.
Director, Coca-Cola West Co., Ltd.
Managing Director, Coca-Cola West Co., Ltd.
Senior Managing Director, Coca-Cola West Co., Ltd.
Executive Vice President, Coca-Cola West Co., Ltd.
Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
Representative Director of Specified Nonprofit
Corporation Ichimura Kyushu School of Nature(incumbent)
Representative Director, Coca-Cola West Co., Ltd.
(incumbent)
President & CEO, Coca-Cola West Co., Ltd.
Outside Director, Royal Co., Ltd. (present Royal
Holdings Co., Ltd.) (incumbent)CEO, Coca-Cola West Co., Ltd.
Outside Director, Nishi-Nippon Railroad Co., Ltd.
(incumbent)
President & CEO, Coca-Cola West Co., Ltd.
Chairman, Coca-Cola West Co., Ltd. (incumbent)
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.
Director, Coca-Cola West Co., Ltd.
Executive Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Kinki Coca-Cola Bottling Co.,Ltd.
President, Kinki Coca-Cola Bottling Co., Ltd.
Executive Vice President, Coca-Cola West Co., Ltd.
Representative Director, Coca-Cola West Co., Ltd.
(incumbent)
President, Coca-Cola West Co., Ltd. (incumbent)
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.
Director, Coca-Cola West Co., Ltd.
Executive Vice President, Coca-Cola West Co., Ltd.
(incumbent)
Representative Director, Coca-Cola West Co., Ltd.
(incumbent)
General Manager of Planning Dept., Coca-Cola West
Co., Ltd. (incumbent)- 13 -

No. ofCompany
Stocks Owned

16,588

2,812

7,747

No.

4

5

6

Name
(Date of Birth)

Nobuo Shibata(November 12,
1946)

Shigeki Ota(February 27,
1950)

Hiroyoshi Miyaki(March 4, 1950)

Brief personal profile, position and responsibility in the Company,
and significant concurrent positions
April
March
March
April
January

1969
1995
1999
2004
2005

January

2009

March
January

2009
2010

April

1973

January

2001

March
March
March

2002
2004
2006

March

2007

April

2008

January

2009

January

2010

March
March
March

1972
2005
2006

July
January

2006
2008

January

2009

March
January

2009
2010

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.
Executive Vice President, Coca-Cola West Co., Ltd.
(incumbent)
Director, Coca-Cola West Co., Ltd. (incumbent)
General Manager of General Affairs Headquarters andGeneral Manager of Personnel Dept., Coca-Cola West
Co., Ltd. (incumbent)
Joined Kirin Brewery Co., Ltd. (present Kirin Holdings
Co., Ltd.)
Vice President, International Beer Company of Kirin
Brewery Co., Ltd.
Director, San Miguel Corp.
Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
Senior Corporate Officer, Kinki Coca-Cola Bottling Co.,Ltd.
Director, Kinki Coca-Cola Bottling Co., Ltd.
Director, Coca-Cola West Co., Ltd. (incumbent)
Executive Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
General Manager of Finance Headquarters, Coca-Cola
West Co., Ltd. (incumbent)
Joined Kinki Coca-Cola Bottling Co., Ltd.
Director, Kinki Coca-Cola Bottling Co., Ltd.
Senior Corporate Officer, Kinki Coca-Cola Bottling Co.,Ltd.
Senior Corporate Officer, Coca-Cola West Co., Ltd.
Representative Director, Mikasa Coca-Cola Bottling Co.,Ltd.
President, Mikasa Coca-Cola Bottling Co., Ltd.
Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
Director, Coca-Cola West Co., Ltd. (incumbent)
General Manager of CSR Dept., Coca-Cola West Co.,
Ltd. (incumbent)- 14 -

No. ofCompany
Stocks Owned

8,247

736

2,927

No.

Name
(Date of Birth)

7

Jiro Wakasa(January 23,
1959)

8

Masamitsu
Sakurai(January 8, 1942)

9

Bjarne Tellmann(January 24,
1967)

Brief personal profile, position and responsibility in the Company,
and significant concurrent positions
April
1981 Joined Suntory Limited
December 1996 Joined Coca-Cola (Japan) Co., Ltd.
July
1999 Senior Corporate Officer, Coca-Cola Beverage Services
Co., Ltd. (present Coca-Cola Business Service Co., Ltd.)
January 2000 Managing Director & Representative Director, Coca-Cola
Beverage Services Co., Ltd.
March
2003 President & Representative Director, Coca-Cola
Beverage Services Co., Ltd.
October 2003 Corporate Officer, Coca-Cola National Beverages Co.,Ltd.
January 2007 Vice President & Director, Coca-Cola National
Beverages Co., Ltd.
January 2009 Executive Corporate Officer, Coca-Cola West Co., Ltd.
(incumbent)
March2009 Director, Coca-Cola West Co., Ltd. (incumbent)
January 2010 General Manager of SCM Headquarters and General
Manager of Tokyo Office, Coca-Cola West Co., Ltd.
(incumbent)
April
1966 Joined Ricoh Co., Ltd.
May
1984 Director & President, Ricoh UK Products Ltd.
June
1992 Director, Ricoh Co., Ltd.
April
1993 Director & President, Ricoh Europe B.V.
June
1994 Managing Director, Ricoh Co., Ltd.
April
1996 Representative Director & President, Ricoh Co., Ltd.
April
2002 Outside Director, Millea Holdings, Inc. (present Tokio
Marine Holdings, Inc.) (incumbent)
March2005 Representative Director, Coca-Cola West Co., Ltd.
Chairman, Coca-Cola West Co., Ltd.
June
2005 Representative Director, Ricoh Co., Ltd. (incumbent)
President, Ricoh Co., Ltd.
July
2006 Director, Coca-Cola West Co., Ltd. (incumbent)
April2007 Chairman of the Board, Ricoh Co., Ltd. (incumbent)
Chairman, Keizai Doyukai (Japan Association of
Corporate Executives) (incumbent)
June
2008 Outside Director, OMRON Corporation (incumbent)
October 1995 Associate Attorney, White & Case LLP
September1997 Associate Attorney, Sullivan & Cromwell
December 1999 International Attorney, Kimberly -Clark (Europe), Ltd.
September 2001 Deputy General Counsel, Coca-Cola Hellenic BottlingCompany S.A.
July
2007 General Counsel Japan, The Coca-Cola Company(incumbent)
Assistant General Counsel Bottling Investments, The
Coca-Cola Company (incumbent)- 15 -

No. ofCompany
Stocks Owned

948

-

-

Name
(Date of Birth)No.

Brief personal profile, position and responsibility in the Company,
and significant concurrent positions
April
March
March

Norio Hyoda(November 22,
1946)

10

March
JanuaryMarch

No. ofCompany
Stocks Owned

1970 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
2001 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
2004 Managing Director, Minami Kyushu Coca-Cola BottlingCo., Ltd.
2007 Senior Managing Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
2008 Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
Executive Corporate Officer, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
2008 Representative Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd. (incumbent)
President, Minami Kyushu Coca-Cola Bottling Co., Ltd.
(incumbent)-

Notes:
1.

Special interest relationships between the Company and candidates for Directors are as follows:(1) Norio Sueyoshi concurrently serves as Representative Director of Specified Nonprofit Corporation
Ichimura Kyushu School of Nature, and the Company disburses operating expenses, etc. to the said
corporation as expenses for contribution to the regional community.
(2) Bjarne Tellmann is General Counsel for Japan of The Coca-Cola Company, which has signed contracts with
the Company for the production and sales of Coca-Cola, etc., the use of trademark, and other matters.
(3) Norio Hyoda is Representative Director & President of Minami Kyushu Coca-Cola Bottling Co., Ltd.,
which has business relations with the Company for the procurement and sales of Coca-Cola and otherbeverages.
(4) There are no special interest relationships between the Company and the other candidates for Directors.

2.

Both Bjarne Tellmann and Norio Hyoda are candidates for Outside Directors.
(1) The reasons why the Company designated them as candidates for Outside Directors are as follows:(i)

Bjarne Tellmann is General Counsel for Japan of The Coca-Cola Company. The Company requests
an election of Mr. Tellmann as Outside Director to further enhance strategic partnership with The
Coca-Cola Company and Coca-Cola (Japan) Co., Ltd.

(ii)

Norio Hyoda is Representative Director & President of Minami Kyushu Coca-Cola Bottling Co.,
Ltd. that has formed financial & business alliance with the Company. The Company requests anelection of Mr. Hyoda as Outside Director to promote and deepen mutual understanding.

(2) The Coca-Cola Company has signed contracts with the Company for the production and sales of Coca-Cola,etc., the use of trademark, and other matters and because Minami Kyushu Coca-Cola Bottling Co., Ltd. isan equity-method affiliate of the Company, these firms are deemed as business concerns with specificrelations with the Company. The positions and responsibilities of both Bjarne Tellmann and Norio Hyoda
in these firms for present and the past five years are as described in “Brief personal profile, position andresponsibility in the Company, and significant concurrent positions.”(3) When the election of Bjarne Tellmann is approved and adopted, the Company will conclude an agreement
for limitation of liability with Mr. Tellmann. The agreement will outline that in cases where the Outside
Director caused damages to the Company due to non-performance of his duties and yet he is bona fide andthere is no gross negligence on him in performing his duties, he shall be liable for the damages to the limitof minimum liability set forth in laws and regulations.

- 16 -

Proposal No. 3: Introduction of Countermeasures to Large-Scale Acquisitions of
Coca-Cola West Shares (Takeover Defense Measures)
The Company has continued to review the takeover defense measures introduced in advance ofactual takeovers, taking into account various trends in takeover defense measures, since theCompany resolved to introduce the countermeasures to large-scale acquisitions of shares in the
Company (Takeover Defense Measures) (the “Former Plan”) at its 50th Ordinary General
Meeting of Shareholders held on March 25, 2008.
Prior to the expiration of the effective period of the Former Plan, which remains
effective until the conclusion of this Ordinary General Meeting of Shareholders of theCompany, the Company announces that the Company resolved at a meeting of the boardof directors held on February 3, 2010 to establish a basic policy regarding the persons
who control decisions on the Company’s financial and business policies (defined in
Article 118, Item 3 of the Ordinance for Enforcement of the Corporation Law of Japan,
the “Basic Policy”), and to introduce a new plan for countermeasures to large-scaleacquisitions of the shares of the Company (takeover defense measures) (the “Plan”) inorder to ensure and enhance the corporate value of the Company and, in its turn, thecommon interests of its shareholders as a measure to prevent decisions on the
Company’s financial and business policies from being controlled by persons viewed as
inappropriate under the Basic Policy (Article 118, Item 3 (b) of the Ordinance for
Enforcement of the Corporation Law of Japan), subject to shareholders’ approval at theOrdinary General Meeting of Shareholders.
Therefore, we request to the shareholders for the approval of entrusting the Board of
Directors of the Company with the decision on the matters regarding the introduction of thePlan based on the provisions of Article 18, Paragraph 2 of the Articles of Incorporation of theCompany, and gratis allotment of stock acquisition rights as seen in “2. Details of Proposal”
below based on the provisions of Article 17, Paragraph 3 of the Articles of Incorporation of theCompany.
1.

Reason for Proposal

1.1

Details of Basic Policy

The Company believes that the persons who control decisions on the Company’s financial andbusiness policies need to understand the source of the Company’s corporate value and will makeit possible to continually and persistently ensure and enhance the Company’s corporate value- 17 -

and, in turn, the common interests of its shareholders. The Company believes that a decision on
any proposed acquisition that would involve a change of corporate control of the Company
should ultimately be made based on the intent of its shareholders as a whole. Also, the Company
would not reject a large-scale acquisition of the shares in the Company if it would contribute to
the corporate value of the Company and, in turn, the common interests of its shareholders.
However, there are some forms of large-scale acquisition of shares that benefit neither the
corporate value of the target company nor the common interests of its shareholders: those with apurpose that would obviously harm the corporate value of the target company and, in turn, thecommon interests of its shareholders; those with the potential to substantially coerce
shareholders into selling their shares; those that do not provide sufficient time or information for
the target company’s board of directors and shareholders to consider the terms of the large-scaleacquisition of shares, or for the target company’s board of directors to present a business plan or
an alternative proposal; and those that require the target company to discuss or negotiate withthe acquirer in order to procure more favorable terms for shareholders than those presented by
the acquirer.
The Company believes that the persons who control decisions on the Company’s financial
and business policies need to be persons who (A) fully understand (i) providing freshness andrefreshment to people around the world and enrooting the “Coca-Cola” brand, which is now apart of our life style, in local communities; (ii) passionately making efforts to ensure quality andsafety in order to provide “quality and safe products for anyone, anytime and anywhere”; (iii)appreciating employees who have a strong sense of responsibility to thoroughly pursue
customer satisfaction, and treasuring each employee’s challenges and lifestyle; and (iv)contributing to local communities and proactively dealing with environmental issues with astrong sense of responsibility as a corporate citizen that continues to strive to assist in therealization of an affluent society, (B) preserve relationships of mutual trust with customers,
business partners, shareholders and employees and perform to their expectations, and (C) makeit possible to continually and persistently ensure and enhance the Company’s corporate value
and, in turn, the common interests of its shareholders from a mid- to long-term perspective.
Therefore, the Company believes that a person who would make a large-scale acquisitionof the shares in the Company in a manner that does not contribute to the corporate value of theCompany and, in turn, the common interests of its shareholders would be inappropriate to
become a person who would control decisions on the Company’s financial and business policies.
The Company believes that it is necessary to ensure and enhance the corporate value of theCompany and, in turn, the common interests of its shareholders by taking the necessary andreasonable countermeasures against a large-scale acquisition of the shares in the Company bysuch a person.

- 18 -

1.2

Purpose of introducing the Plan

The Plan is introduced for the purpose of ensuring and enhancing the corporate value of theCompany and, in turn, the common interests of its shareholders, in compliance with the Basic
Policy described in “1.1 Details of Basic Policy” above.
The Company’s board of directors has decided that, when a large-scale acquisition of theshares is launched against the shares of the Company, it is necessary to introduce a frameworkthat ensures the necessary time and information for the shareholders to decide whether or not to
accept such proposal or for the Company’s board of directors to present a business plan oralternative proposals to the shareholders, and that enables the board of directors to discuss ornegotiate with the acquirer for the benefit of the shareholders, and thus deters acquisitions thatare detrimental to the corporate value of the Company and, in turn, the common interests of its
shareholders.
Therefore, the Company’s board of directors resolved to introduce the Plan, subject to theapproval of the shareholders at this Ordinary General Meeting of Shareholders, as part of themeasures to prevent decisions on the Company’s financial and business policies from being
controlled by persons viewed as inappropriate under the Basic Policy.
2. Details of Proposal
2.1

Outline of the Plan(a)

Procedures for the Plan

The Plan sets out procedures that enable the Company, in the case there is an Acquisition(defined in (a) of 2.2, ‘Procedures for the Plan’ below, hereinafter the same), to request inadvance that the party effecting the Acquisition (the “Acquirer”) provides information relating
to the Acquisition, and to secure time to collect information and consider the Acquisition, andthen present information such as management plans and any alternative proposals of theCompany’s board of directors to the shareholders and conduct discussions or negotiations with
the Acquirer (for details see below at 2.2, ‘Procedures for the Plan’). The Acquirer must comply
with the procedures for the Plan, and may not conduct the Acquisition after the procedures for
the Plan have commenced until (i) the Company’s board of directors resolves implementation or
non-implementation of the gratis allotment of its stock acquisition rights, or (ii) the generalshareholders’ meeting of the Company resolves implementation or non-implementation of a
gratis allotment of its stock acquisition rights.

- 19 -

(b)Use of a gratis allotment of Stock Acquisition Rights

If the Acquirer effects the Acquisition without following the procedures set out in the Plan or theCompany’s corporate value or the common interests of its shareholders are otherwise deemed tobe likely to be harmed (for details of these requirements, see below at 2.3, ‘Requirements for thegratis allotment of Stock Acquisition Rights’), the Company will allot its stock acquisition rights
with (i) an exercise condition that does not, in principle, allow the Acquirer to exercise them,and (ii) an acquisition provision to the effect that the Company may acquire the stockacquisition rights from persons other than the Acquirer in exchange for shares in the Company(the details of such stock acquisition rights are set out below at 2.4, ‘Outline of the gratis
allotment of Stock Acquisition Rights’; and such stock acquisition rights will be referred to as
the “Stock Acquisition Rights”) by means of a gratis allotment of stock acquisition rights(shinkabu yoyakuken mushou wariate) (prescribed by Article 277 onwards of the Corporation
Law of Japan) to all shareholders at the time.
(c)

Use of the Committee for the Assessment of Corporate Value in order to eliminate
arbitrary decisions of the directors

In order to prevent arbitrary decisions by the directors, decisions relating to matters such as
implementation or non-implementation of the gratis allotment of Stock Acquisition Rights will
be made through the judgment of a committee for the assessment of corporate value (the“Committee for the Assessment of Corporate Value”), to be composed only of members who arehighly independent from the management of the Company and have expertise on matters suchas corporate management, in accordance with the Rules of the Committee for the Assessment ofCorporate Value (see Attachment 1 for an outline). In addition, transparency will be ensured bytimely disclosure to the Company’s shareholders and investors.
The Committee for the Assessment of Corporate Value is intended to initially becomposed of four highly independent outside experts. The names and career summary of theintended initial members are described in Attachment 2. (Please see Attachment 1 for the
standards for appointing members, requirements for resolution, and resolution matters.)(d)Exercise of Stock Acquisition Rights and the Company’s acquisition of Stock Acquisition
RightsIf a gratis allotment of Stock Acquisition Rights were to take place in accordance with the Plan and- 20 -

either (i) the shareholders other than the Acquirer exercise the Stock Acquisition Rights or (ii) the
shareholders other than the Acquirer receive shares in the Company in exchange for the Company
acquiring the Stock Acquisition Rights, then it would be possible for the ratio of voting rights in the
Company held by the Acquirer to be diluted by up to 50%.
2.2

Procedures for the Plan(a)Targeted acquisitions

The Plan will apply in cases where actions mentioned in (i) or (ii) below or any similar action, or a
proposal1 for such action (except for such action as the Company’s board of directors separately
approves; the “Acquisition”) are made. The Acquirer shall follow the procedures set out in the Plan.
(i) An acquisition that would result in the holding ratio of share certificates, etc. (kabuken tou
hoyuu wariai)2 of a holder (hoyuusha)3 amounting to 20% or more of the sharecertificates, etc. (kabuken tou)4 issued by the Company.
(ii) A tender offer (koukai kaitsuke)5 that would result in the owning ratio of share certificates,etc. (kabuken tou shoyuu wariai)6 of share certificates, etc. (kabuken tou)7 of a person
conducting the tender offer and the owning ratio of share certificates, etc. of a person
having a special relationship (tokubetsu kankei-sha)8 totaling at least 20% of the sharecertificates, etc. issued by the Company.
(b)

Submission of Acquirer’s Statement

The Company will request the Acquirer to submit to the Company in the form separately prescribedby the Company a document that includes an undertaking that the Acquirer will comply with theprocedures set out in the Plan (signed by or affixed with the name and seal of the representative of
the Acquirer) and a qualification certificate of the person who signed or affixed its name and seal tothat document (collectively, the “Acquirer’s Statement”) before commencing or effecting theAcquisition. The Acquirer’s Statement must include the name, address or location of headquarters,
location of offices, the governing law for establishment, name of the representative, contact
information in Japan for the Acquirer and an outline of the intended Acquisition. The Acquirer’s
Statement and the Acquisition Document set out in (c) below must be written in Japanese.

- 21 -

(c)Request to the Acquirer for the provision of information

The Company will provide the Acquirer the format for the Acquisition Document (defined below),
including a list of information that the Acquirer should provide to the Company, no later than 10
business days after receiving the Acquirer’s Statement. The Acquirer must provide the Company’sboard of directors with the document in the form provided by the Company (collectively, the“Acquisition Document”), which includes the information described in each item of the list below(“Essential Information”).
On receiving the Acquisition Document, the Company’s board of directors will promptly
provide it to the Committee for the Assessment of Corporate Value. If the Committee for theAssessment of Corporate Value determines that the information included in the Acquisition
Document is insufficient as Essential Information taking into account the method of Acquisition
contemplated by the Acquirer and other factors, it may request directly, or indirectly through theCompany’s board of directors, that the Acquirer additionally provide Essential Information, fromtime to time upon fixing a reasonable deadline for response. In such case, the Acquirer should
additionally provide Essential Information within the fixed deadline.
(i)

Details (including the specific name, capital structure, financial position, operation results,
details of violation of laws or ordinances, or direction by regulatory authority regarding
compliance in the past (if any), experience and result of transactions similar to theAcquisition, and the impact of past transactions on the corporate value of the target
company) of the Acquirer and its group (including joint holders9, persons having a special
relationship and, in the case of funds, each partner and other constituent members)(ii)

The purpose, method and terms of the Acquisition (including information on the amountand type of consideration for the Acquisition, the timeframe and method of theAcquisition, the scheme of any related transactions, the legality of the Acquisition method,
and the probability of the Acquisition being effected)(iii)

The basis for the calculation of the purchase price of the Acquisition (including theunderlying facts and premises of the calculation, the calculation method, the numerical
data used in the calculation, the details of any expected synergies from any series oftransactions relating to the Acquisition, and the details of such synergies to be shared withminority shareholders)(iv) Financial support for the Acquisition (including the specific name of the funds providers(including all indirect funds providers), financing methods and the terms of any relatedtransactions)- 22 -

(v)Agreement between the Acquirer and a third party regarding share certificates, etc. of theCompany (including execution date, counterparties, and detailed terms and conditions of
the agreement)(vi)

Post-Acquisition management policy, business plan, capital and dividend policies for theCompany(vii) Post-Acquisition policies dealing with the Company’s employees, business partners,
customers and any other stakeholders of the Company(viii) Specific measures to avoid any conflict of interest with other shareholders of theCompany(ix)

Any other information that the Committee for the Assessment of Corporate Valuereasonably considers necessary

If the Committee for the Assessment of Corporate Value recognizes that the Acquirer has initiatedthe Acquisition without complying with the procedures set out in the Plan, as a general rule, it will
recommend the Company’s board of directors implement a gratis allotment of Stock Acquisition
Rights in accordance with (e)(i) below, except in particular circumstances where it should continue
with its requests for the submission of the Acquisition Document and Essential Information, anddiscussion and negotiation with the Acquirer.
(d)Consideration of terms of the Acquisition, negotiation with the Acquirer, and consideration ofan alternative proposal(i)Request to the Company’s board of directors for the provision of information

If the Acquirer submits the Acquisition Document and Essential Information that theCommittee for the Assessment of Corporate Value additionally requests (if any), the Committee
for the Assessment of Corporate Value may request that the Company’s board of directors
present its opinion (including an opinion to reserve giving such an opinion; hereinafter thesame) on the terms of the Acquirer’s Acquisition and supporting materials, an alternative
proposal (if any), and any other information or materials that the Committee for the Assessmentof Corporate Value considers necessary from time to time upon fixing a reasonable deadline forresponse in consideration of the time required to collect information and consider the corporate
value evaluation by the Company’s board of directors as well as any necessary examination byoutside experts (up to 60 days as a general rule; although this period is set, considering theCompany’s business size, business characteristics, business particularities, and composition of- 23 -

shareholders, as a period necessary for the Company’s board of directors to provide an opinion,
supporting materials, and any other information or materials that the Committee for theAssessment of Corporate Value may consider necessary from time to time in light of results ofconsideration by outside experts, the Company’s board of directors will consider these matters
as soon as possible) in order to compare, from the viewpoint of ensuring and enhancing theCompany’s corporate value and, in turn, common interests of its shareholders, the information
contained in the Acquisition Document and Essential Information with the business plan andcorporate evaluation presented by the Company’s board of directors.
(ii)

Committee for the Assessment of Corporate Value consideration

If the Committee for the Assessment of Corporate Value determines that information andmaterials (including those additionally requested) have been sufficiently provided by the
Acquirer and the Company’s board of directors (if the Company’s board of directors is so
required as set out in (i) above), it will set a consideration period of up to 60 days as a general
rule. (In this regard, however, the Committee for the Assessment of Corporate Value may extend
or re-extend the period by its resolution up to 30 days in the event of (e)(iii) below; hereinafter
the “Committee for the Assessment of Corporate Value Consideration Period”). During theCommittee for the Assessment of Corporate Value Consideration Period, the Committee for theAssessment of Corporate Value should consider the terms of the Acquirer’s Acquisition, collectinformation regarding the business plans and the related matters of the Acquirer and theCompany’s board of directors and compare this information, and consider any alternative
proposal presented by the Company’s board of directors. If necessary to improve the terms of
the Acquirer’s Acquisition with a view to ensure and enhance the corporate value of theCompany and common interests of its shareholders, the Committee for the Assessment ofCorporate Value should discuss and negotiate with the Acquirer directly or indirectly throughthe Company’s board of directors during the Committee for the Assessment of Corporate Value
Consideration Period and present the business plan or the alternative proposal made by theCompany’s board of directors to the shareholders.
In order to ensure that the Committee for the Assessment of Corporate Value’s decisioncontributes to the Company’s corporate value and, in turn, the common interests of its
shareholders, the Committee for the Assessment of Corporate Value may, at the expense of theCompany, obtain advice from independent third parties (including financial advisers, certified
public accountants, legal counsel, consultants or any other experts).
If the Committee for the Assessment of Corporate Value directly, or indirectly throughthe Company’s board of directors, requests the Acquirer provide materials for consideration or- 24 -

any other information, or discuss and negotiate with the Committee for the Assessment ofCorporate Value, the Acquirer must promptly respond to such request.

(e)

Recommendations by the Committee for the Assessment of Corporate Value

If an Acquirer emerges, the Committee for the Assessment of Corporate Value will make a
recommendation to the Company’s board of directors as follows.
(i)

Recommendations for the implementation of gratis allotment of Stock Acquisition Rights

If the Acquirer fails to comply with the procedures set out in the Plan, or if as a result ofconsidering the terms of the Acquirer’s Acquisition or discussing and negotiating the terms with
the Acquirer the Committee for the Assessment of Corporate Value determines that theAcquisition by the Acquirer meets any of the requirements set out below at “2.3 Requirements
for the gratis allotment of Stock Acquisition Rights,” and the implementation of the gratis
allotment of stock acquisition rights explained below is reasonable, the Committee for theAssessment of Corporate Value will recommend the implementation of the gratis allotment ofStock Acquisition Rights to the Company’s board of directors, regardless of whether theCommittee for the Assessment of Corporate Value Consideration Period has commenced or
ended.
However, even after the Committee for the Assessment of Corporate Value has made a
recommendation for the implementation of the gratis allotment of Stock Acquisition Rights, if
the Committee for the Assessment of Corporate Value determines that either event in (A) or (B)below occurs, it may make a new recommendation that (i) (on or before the second business day
prior to the ex-rights date with respect to the gratis allotment of Stock Acquisition Rights) the
Company should suspend the gratis allotment of Stock Acquisition Rights, or (ii) (from theeffective date of the gratis allotment of Stock Acquisition Rights and until the day immediately
prior to the Exercise Period Commencement Date of Stock Acquisition Rights (defined at (f) of“2.4 Outline of the gratis allotment of Stock Acquisition Rights”)) the Company should acquire
the Stock Acquisition Rights for no consideration.
(A)

The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases to exist after
the recommendation.

(B)

There is a change in the facts or otherwise upon which the recommendation decision was
made, and the Acquisition by the Acquirer does not meet any of the requirements set out- 25 -

below in “2.3 Requirements for the gratis allotment of Stock Acquisition Rights,” or it is
not reasonable to implement the gratis allotment or allow the shareholders to exercise theStock Acquisition Rights even if the Acquisition by the Acquirer does meet one of therequirements.

Even if the Committee for the Assessment of Corporate Value determines that theimplementation of the gratis allotment of the Stock Acquisition Rights is reasonable, theCommittee for the Assessment of Corporate Value will recommend to the Company’s board of
directors to seek approval at a general shareholders’ meeting in advance to implement the gratis
allotment of Stock Acquisition Rights if the Committee for the Assessment of Corporate Valuedeems it necessary.
(ii)

Recommendations for the non-implementation of gratis allotment of Stock Acquisition
RightsIf, as a result of its consideration of the terms of the Acquirer’s Acquisition (including acomparison with the business plan and alternative proposal presented by the Company’s boardof directors) and discussions and negotiations with the Acquirer, the Committee for theAssessment of Corporate Value determines that the Acquisition by the Acquirer does not meet
any of the requirements set out below at “2.3 Requirements for the gratis allotment of Stock
Acquisition Rights,” or it is not reasonable to implement the gratis allotment of Stock
Acquisition Rights even if the Acquisition by the Acquirer does meet one of the requirements,
the Committee for the Assessment of Corporate Value will recommend the non-implementationof the gratis allotment of Stock Acquisition Rights to the Company’s board of directors,
regardless of whether the Committee for the Assessment of Corporate Value Consideration
Period has ended.
However, even after the Committee for the Assessment of Corporate Value has alreadymade a recommendation for the non-implementation of the gratis allotment of Stock Acquisition
Rights, if the Committee for the Assessment of Corporate Value determines that there is achange in the facts or otherwise upon which the recommendation decision was made and theAcquirer’s Acquisition meets any of the requirements set out below at “2.3 Requirements for thegratis allotment of Stock Acquisition Rights,” and the Committee for the Assessment ofCorporate Value subsequently decides that implementation of the gratis allotment of Stock
Acquisition Rights is reasonable, it may make a new judgment including a new recommendationon the implementation of the gratis allotment of Stock Acquisition Rights, and recommend that
judgment to the Company’s board of directors.

- 26 -

(iii)

Extension of the Committee for the Assessment of Corporate Value Consideration Period

If the Committee for the Assessment of Corporate Value does not reach a recommendation for
either the implementation or non-implementation of the gratis allotment of Stock Acquisition
Rights by the expiry of the initial Committee for the Assessment of Corporate Value
Consideration Period, the Committee for the Assessment of Corporate Value will, to thereasonable extent necessary for actions such as consideration of the terms of the Acquirer’s
Acquisition, discussions and negotiations with the Acquirer and the consideration of alternative
proposals, resolve to extend the Committee for the Assessment of Corporate Value
Consideration Period (and any extension of the new period after a period has been extended will
follow the same procedure).
If the Committee for the Assessment of Corporate Value Consideration Period is extended
as a result of the resolution described above, the Committee for the Assessment of Corporate
Value will continue with its information collection and consideration process and like activities
for the purpose the period was extended, and use best efforts to make a recommendation for the
implementation or non-implementation of the gratis allotment of Stock Acquisition Rights
within the extended period.
(f)Resolutions of the board of directors

The Company’s board of directors, in exercising its role under the Corporation Law of Japan, willpromptly resolve the matters relating to the implementation or non-implementation of a gratis
allotment of Stock Acquisition Rights (including suspension of the gratis allotment of Stock
Acquisition Rights) respecting the recommendation from the Committee for the Assessment ofCorporate Value described above to the maximum extent.
(g)Convocation of the Confirmation Meeting

If the Company’s board of directors (i) is recommended by the Committee for the Assessment ofCorporate Value that it should seek approval at the general shareholders’ meeting regarding thegratis allotment of Stock Acquisition Rights in advance or (ii) determines it appropriate to confirm
the shareholders’ intent in light of the duty of care as a director considering the time required toconvene the general shareholders’ meeting if the fact that the Acquisition falls under each of thecategories of (b) through (e) of “2.3 Requirements for the gratis allotment of Stock Acquisition
Rights” becomes an issue, the Company’s board of directors will promptly convene a general- 27 -

shareholders’ meeting (the “Confirmation Meeting”) as soon as practicably possible, and submit a
proposal on the implementation of the gratis allotment of Stock Acquisition Rights. The Company’sboard of directors will, when the resolution on the gratis allotment of Stock Acquisition Rights (aresolution in accordance with Article 17.3 of the Company’s Articles of Incorporation) is passed at
the Confirmation Meeting, take the procedures necessary for the gratis allotment of Stock
Acquisition Rights in accordance with the resolution at the Confirmation Meeting.
The Acquirer must not effect the Acquisition during the period from the commencement of
the Plan procedures until (i) the Company’s board of directors resolves the matters relating to theimplementation or non-implementation of the gratis allotment of Stock Acquisition Rights, or (ii) thegratis allotment of Stock Acquisition Rights is approved or disapproved at the Confirmation Meeting(if it is held).
(h)Information Disclosure

When operating the Plan, the Company will disclose, in a timely manner, information on matters that
the Committee for the Assessment of Corporate Value or the Company’s board of directors considers
appropriate including the progress of each procedure set out in the Plan (including the fact that theAcquirer’s Statement and Acquisition Document have been submitted, the fact the Committee for theAssessment of Corporate Value Consideration Period has commenced, and the fact that theCommittee for the Assessment of Corporate Value Consideration Period has been extended), an
outline of recommendations made by the Committee for the Assessment of Corporate Value, anoutline of resolutions by the board of directors and an outline of resolutions by the Confirmation
Meeting, in accordance with the applicable laws and ordinances or the regulations of the financial
instruments exchanges.
2.3

Requirements for the gratis allotment of Stock Acquisition Rights

The Company intends to implement the gratis allotment of Stock Acquisition Rights by resolution of
the Company’s board of directors or the Confirmation Meeting as described above at (f) and (g) of“2.2 Procedures for the Plan” if the Acquisition by the Acquirer is considered to fall under any of theitems (a) through (e) below and the implementation of the gratis allotment of Stock Acquisition
Rights is reasonable. The Company’s board of directors will, without fail, determine whether theAcquisition by the Acquirer falls under a requirement below and whether it is reasonable toimplement the gratis allotment of the Stock Acquisition Rights through the recommendation of theCommittee for the Assessment of Corporate Value in accordance with (e) of “2.2 Procedures for thePlan” above.

- 28 -

(a)Acquisitions not in compliance with the procedures set out in “2.2 Procedures for the Plan.”For example:(i)

Acquisition that does not provide the Company’s board of directors with the period oftime reasonably necessary to submit alternative proposals to the Acquisition.

(ii)

Acquisition that does not provide the Committee for the Assessment of Corporate
Value with the Committee for the Assessment of Corporate Value Consideration
Period set out in the Plan.

(iii) Acquisition that comes into effect without the resolution of the Confirmation Meeting(if it is held).
(iv) Acquisition in which the provision of Essential Information or any other informationconsidered reasonably necessary to assess the Acquisition terms is inadequate.

(b)

Acquisitions that threaten to cause obvious harm to the corporate value of the Company and,in turn, the common interests of its shareholders through actions described below or any
similar action:(i)

Buyout of shares to require such shares to be compulsorily purchased by the Company
at an inflated price.

(ii)

Management that achieves an advantage for the Acquirer to the detriment of theCompany, such as temporary control of the Company’s management for the low-costacquisition of the Company’s material assets.

(iii) Diversion of the Company’s assets to secure or repay debts of the Acquirer or its
group company.
(iv) Temporary control of the Company’s management to bring about a disposal ofhigh-value assets that have no current relevance to the Company’s business anddeclaring temporarily high dividends from the profits of the disposal, or selling theshares at a high price taking advantage of the opportunity afforded by the sudden risein share prices created by the temporarily high dividends.
(v)

Acquisition made with no intention of truly participating in corporate management
and solely for the purpose of increasing the stock price of the Company and having theCompany’s affiliates purchase shares in the Company at a higher price.

- 29 -

(c)Acquisition that threatens to have the effect of coercing the shareholders into selling shares,
such as coercive two-tiered tender offers (meaning acquisitions of shares including tender
offers that do not offer to acquire all shares in the initial acquisition, and set acquisition terms
for the second stage that are unfavorable for the shareholders for the second stage or do not set
clear terms for the second stage).

(d)Acquisition, the terms of which (including amount and type of consideration for theAcquisition, the timeframe and method of the Acquisition, the scheme of any relatedtransactions, the legality of the Acquisition method, the probability of the Acquisition being
effected, post-Acquisition management policies and business plans, and post-Acquisition
policies dealing with the Company’s other shareholders, the Company’s employees, business
partners, customers and any other stakeholders in the Company) are materially inadequate or
inappropriate in light of the Company’s intrinsic value.

(e)Acquisition that materially threatens to be against the corporate value of the Company and, inturn, the common interests of its shareholders, by destroying the relationship with theCompany’s employees, customers, business partners and the like or the source of the corporate
value, brand value or corporate culture of the Company, which is indispensable to thegeneration of the Company’s corporate value.

2.4

Outline of the gratis allotment of Stock Acquisition Rights

An outline of the gratis allotment of Stock Acquisition Rights under the Plan is described below.
(a)Number of Stock Acquisition Rights

The number of Stock Acquisition Rights will be the same as the final and total number of issued andoutstanding shares in the Company (excluding the number of shares in the Company held by theCompany at that time) on a certain date that is separately determined by the Company’s board of
directors or the general shareholders’ meeting in the resolution relating to the gratis allotment ofStock Acquisition Rights (that date, the “Allotment Date”; that resolution, the “Gratis Allotment
Resolution”).
(b)

Entitled Shareholders

The Company will allot the Stock Acquisition Rights without consideration to those shareholders,- 30 -

other than the Company, who are recorded in the Company’s final register of shareholders as of the
Allotment Date, at a ratio of one Stock Acquisition Right for every one share of the Company held.
(c)Effective date of the gratis allotment of Stock Acquisition Rights

The effective date of the gratis allotment of Stock Acquisition Rights in the Gratis Allotment
Resolution is to be separately determined.
(d)Number of shares to be acquired upon exercise of the Stock Acquisition Rights

The number of shares to be acquired upon exercise of each Stock Acquisition Right10 (the“Applicable Number of Shares”) shall be one share except as separately adjusted.
(e)

The amount of property to be contributed upon exercise of the Stock Acquisition Rights

Contributions upon exercise of the Stock Acquisition Rights are to be in cash, and the amount per
share to be contributed upon exercise of the Stock Acquisition Rights will be an amount separately
determined in the Gratis Allotment Resolution within the range between a minimum of one yen anda maximum of any amount equivalent to one-half of the fair market value of one share of theCompany. “Fair market value” means an amount equivalent to the average closing price (including
quotations) for regular transactions of the common stock of the Company on the Tokyo Stock
Exchange on each day during the 30 to 180 day period prior to the Gratis Allotment Resolution
separately determined by the board of directors (excluding the days on which trades are not made),with any fraction of a yen resulting from such calculation to be rounded up to the nearest whole yen.
(f)

Exercise period of the Stock Acquisition Rights

The commencement date will be a date separately determined in the Gratis Allotment Resolution(this commencement date of the exercise period shall be referred to as the “Exercise Period
Commencement Date”), and the period will be a period from one month to six months long as
separately determined in the Gratis Allotment Resolution.

- 31 -

(g)Conditions for the exercise of the Stock Acquisition Rights

Except where any exceptional event11 occurs, the following parties may not exercise the Stock
Acquisition Rights (the parties falling under (i) through (vi) below shall collectively be referred to as
the “Non-Qualified Parties”):(i)Specified Large Holders12(ii)

Joint Holders of Specified Large Holders;(iii)

Specified Large Purchasers13;(iv)

Persons having a Special Relationship with Specified Large Purchasers;(v)

Any transferee of or successor to the Stock Acquisition Rights of any person fallingunder (i) through (iv) without the approval of the Company’s board of directors; or(vi)

Any Affiliated Party14 of any person falling under (i) through (v).

Further, nonresidents of Japan who are required to follow certain procedures under foreign laws andordinances to exercise the Stock Acquisition Rights may not as a general rule exercise the Stock
Acquisition Rights (except, however, that certain nonresidents, such as those who may use any
exemption provision under applicable laws and ordinances in such foreign country, will be able toexercise the Stock Acquisition Rights, and the Stock Acquisition Rights held by nonresidents will be
subject to acquisition by the Company in exchange for shares in the Company as set out in “(i),Acquisition of the Stock Acquisition Rights by the Company” below). In addition, anyone who fails
to submit a written undertaking, in the form prescribed by the Company and containing
representations and warranties regarding matters such as the fact that he or she satisfies the exercise
conditions of the Stock Acquisition Rights, indemnity clauses and other covenants, may not exercise
the Stock Acquisition Rights.
(h)Restriction on assignment of the Stock Acquisition Rights

Any acquisition of the Stock Acquisition Rights by assignment requires the approval of theCompany’s board of directors.

- 32 -

(i)Acquisition of the Stock Acquisition Rights by the Company(i)

At any time on or before the date immediately prior to the Exercise Period
Commencement Date, if the Company’s board of directors deems it appropriate for
the Company to acquire the Stock Acquisition Rights, the Company may, on a dateseparately determined by the Company’s board of directors, acquire all of the Stock
Acquisition Rights without consideration.

(ii)

On a date separately determined by the Company’s board of directors, the Company
may acquire all of the Stock Acquisition Rights that have not been exercised on or
before the business day immediately prior to such date determined by the Company’sboard of directors, that are held by parties other than the Non-Qualified Parties and, in
exchange, deliver shares in the Company in the number of the Applicable Number of
Shares for every one Stock Acquisition Right. In addition, if any third party other thanthe Non-Qualified Parties obtains the Stock Acquisition Rights held by the
Non-Qualified Parties by transfer on or after the date of acquisition by the Company,
the Company may acquire those Stock Acquisition Rights originally held by the
Non-Qualified Parties.

(j)

Delivery of the Stock Acquisition Rights in the Case of Merger, Absorption-type Demerger(kyushu bunkatsu), Incorporation-type Demerger (shinsetsu bunkatsu), Share Exchange(kabushiki koukan), and Share Transfer (kabushiki iten)

These matters are to be separately determined in the Gratis Allotment Resolution.
(k)Issuance of certificates representing the Stock Acquisition Rights

Certificates representing the Stock Acquisition Rights will not be issued.
(l)

Other

In addition, the details of the Stock Acquisition Rights will be separately determined in the Gratis
Allotment Resolution.

- 33 -

2.5

Effective period, abolition and amendment of the Plan

The effective period of the Plan (also the period for delegation of the authority to decide mattersrelating to the gratis allotment of Stock Acquisition Rights in accordance with resolution at theOrdinary General Meeting of Shareholders based on Article 17.3 of the Company’s Articles ofIncorporation) (the “Effective Period”) shall be the period commencing after the resolution at theOrdinary General Meeting of Shareholders and until the conclusion of the ordinary general meetingof shareholders relating to the final fiscal year ending within three years after the conclusion of theOrdinary General Meeting of Shareholders.
However, if, even before the expiration of the Effective Period, (a) a general shareholders’meeting of the Company resolves to abolish the Plan, or (b) the Company’s board of directors
resolves to abolish the Plan, the Plan and delegation under the Plan shall be abolished or withdrawn
at that time.
Further, the Company’s board of directors may revise or amend the Plan even during theEffective Period of the Plan if such revision or amendment is not against the purpose of theresolution at this Ordinary General Meeting of Shareholders to approve the Plan (including cases
where any law, regulation, financial instruments exchange rules or the like concerning the Plan is
introduced, amended or abolished and it is appropriate to reflect such introduction, amendment or
abolition, cases where it is appropriate to revise the wording for reasons such as typographical errors
and omissions, and cases where such revision or amendment is not to the detriment of theCompany’s shareholders, and the like), and subject to the approval of the Committee for theAssessment of Corporate Value.
If the Plan is abolished or amended, the Company will promptly disclose information,
including the fact that such abolition or amendment has taken place, and (in the event of anamendment) the details of the amendment and any other matters as necessary.
2.6

Revision due to amendment to laws and ordinances

The provisions of laws and ordinances referred to in the Plan are subject to the prevailing provisions
as of February 3, 2010. If it becomes necessary to amend the terms and conditions or definitions ofterms set out above after such date due to the introduction, amendment or abolishment of laws andordinances, the terms and conditions or definitions of terms set out in the paragraphs above shall beread accordingly as required to a reasonable extent, upon consideration of the purposes of such
introduction, amendment or abolishment.
End- 34 -

1. “Proposal” includes solicitation of a third party.
2. Defined in Article 27-23(4) of the Financial Instruments and Exchange Law of Japan. Thisdefinition is applied throughout this document.
3. Including persons described as a holder under Article 27-23(3) of the Financial Instruments andExchange Law of Japan (including persons who are deemed to fall under the above by theCompany’s board of directors). The same is applied throughout this document.
4. Defined in Article 27-23(1) of the Financial Instruments and Exchange Law of Japan. Unlessotherwise provided for in this document, the same is applied throughout this document.
5. Defined in Article 27-2(6) of the Financial Instruments and Exchange Law of Japan. The same isapplied throughout this document.
6. Defined in Article 27-2(8) of the Financial Instruments and Exchange Law of Japan. The same isapplied throughout this document.
7. Defined in Article 27-2(1) of the Financial Instruments and Exchange Law of Japan. The same isapplied in 2.2(a)(ii).
8. Defined in Article 27-2(7) of the Financial Instruments and Exchange Law of Japan (including
persons who are deemed to fall under the above by the board of directors of the Company);
provided, however, that persons provided for in Article 3(2) of the Cabinet Office Regulations
concerning Disclosure of a Tender Offer by an Acquirer other than the Issuing Company are
excluded from the persons described in Article 27-2(7)(i) of the Financial Instruments andExchange Law of Japan. The same is applied throughout this document.
9. Including persons described as “joint holders” under Article 27-23(5) of the Financial
Instruments and Exchange Law of Japan, including persons regarded as a joint holder under
Article 27-23(6) of the Financial Instruments and Exchange Law of Japan (including persons
who are deemed to fall under the above by the Company’s board of directors.). The same isapplied throughout this document.
10. Even if the Company becomes a Corporation with Class Shares (defined in Article 2(13) of the
Corporation Law of Japan), both (i) the shares in the Company to be issued upon exercise of theStock Acquisition Rights and (ii) the shares to be delivered in exchange for acquiring the Stock
Acquisition Rights means the same type of shares that are currently outstanding (common stock)at the time of this Ordinary General Meeting of Shareholders.
11. Specifically, the Company intends to set out that an “exeptional event” means when (x) the
Acquirer cancels or revokes the Acquisition, or promises that it will not conduct any subsequent
Acquisition, after the Gratis Allotment Resolution and the Acquirer or other Non-Qualified
Parties dispose of their shares in the Company through a securities firm appointed andauthorized by the Company to do so, and (y) the Acquirer’s shareholding ratio determined by theCompany’s board of directors (when calculating the shareholding ratio, Non-Qualified Parties
other than the Acquirer and its Joint Holders are deemed to be Acquirer’s Joint Holders, andStock Acquisition Rights held by Non-Qualified Parties, the conditions of which have not beensatisfied, are excluded) (the “Non-Qualified Parties’ Shareholding Ratio”) falls below the lowerof (i) the Non-Qualified Parties’ Shareholding Ratio before the Acquisition, or (ii) 20%, theAcquirer or other Non-Qualified Parties making the disposal may exercise Stock Acquisition
Rights to the extent that the number of shares to be issued or delivered upon exercise of theStock Acquisition Rights is up to the number of shares disposed of and to the extent of the ratio
under the lower of (i) or (ii) above. Detailed conditions and procedures for exercise of Stock
Acquisition Rights by Non-Qualified Parties will be determined separately by the Company’sboard of directors.

- 35 -

12. “Specified Large Holder” means a person who is a holder of share certificates, etc. issued by theCompany and whose holding ratio of share certificates, etc. in respect of such share certificates,etc. is at least 20% (including those deemed so by the Company’s board of directors), provided,
however, that a party that the Company’s board of directors recognizes as a party whose
acquisition or holding of share certificates, etc., of the Company is not contrary to theCompany’s corporate value and, in turn, the common interests of its shareholders or certain
other party that the Company’s board of directors determines in the Gratis Allotment Resolution
is not a Specified Large Holder. The same is applied throughout this document.
13. “Specified Large Purchaser” means a person who makes a public announcement of purchase,etc., (as defined in Article 27-2(1) of the Financial Instruments and Exchange Law; the same isapplied throughout this Note 13) of share certificates, etc., (as defined in Article 27-2(1) of the
Financial Instruments and Exchange Law; the same is applied throughout this Note 13) issued
by the Company through a tender offer and whose ratio of ownership of share certificates, etc.,
in respect of such share certificates, etc., owned by such person after such purchase, etc.,(including similar ownership as prescribed in Article 7(1) of the Order of the Enforcement of the
Financial Instruments and Exchange Law) is at least 20% when combined with the ratio ofownership of share certificates, etc., of a person having a special relationship (including thosedeemed so by the Company’s board of directors), provided, however, that a party that theCompany’s board of directors recognizes as a party whose acquisition or holding of sharecertificates, etc., of the Company is not contrary to the Company’s corporate value and, in turn,the common interests of its shareholders or certain other party that the Company’s board of
directors determines in the Gratis Allotment Resolution is not a Specified Large Purchaser. The
same is applied throughout this document.
14. An “Affiliated Party” of a given party means a person who substantially controls, is controlled
by, or is under common control with such given party (including those deemed so by theCompany’s board of directors that ), or a party deemed by the Company’s board of directors to
act in concert with such given party. “Control” means to “control decisions on the financial andbusiness policies” (as defined in Article 3(3) of the Enforcment Regulations of the Corporation
Law of Japan) of other corporations or entities- 36 -

Attachment 1
Outline of the Rules of the Committee for the Assessment of Corporate Value・ The Committee for the Assessment of Corporate Value shall be established by resolutionof the Company’s board of directors.
・ There shall be no less than three members in the Committee for the Assessment ofCorporate Value, and the Company’s board of directors shall elect the members from (i)outside directors of the Company, (ii) outside statutory auditors of the Company, and (iii)
other outside experts who are independent from the management that executes thebusiness of the Company. However, such outside experts must be experienced corporate
managers, parties with experience as government officials, parties with knowledge of theinvestment banking industry or the Company’s business field, lawyers, certified public
accountants, researchers whose research focuses on the Corporation Law of Japan or the
like, or parties of similar qualifications, and must have executed with the Company anagreement separately specified by the Company’s board of directors that contains aprovision obligating them to exercise the duty of care or similar provision.
・ Unless otherwise determined by a resolution of the Company’s board of directors, theterm of office of members of the Committee for the Assessment of Corporate Value shallbe until the conclusion of the ordinary general meeting of shareholders relating to thefinal fiscal year ending within three years after the conclusion of this Ordinary General
Meeting of Shareholders. The term of office of any member of the Committee for theAssessment of Corporate Value who is an outside director or outside statutory auditor of
the Company shall terminate simultaneously in the event that they cease to be a director
or statutory auditor (except in the case of their re-election).
・ The Committee for the Assessment of Corporate Value shall make decisions on thematters listed in (a) through (c) below and make recommendations to the Company’sboard of directors containing the details of and reasons for the recommendation.
Respecting such recommendations by the Committee for the Assessment of Corporate
Value to the maximum extent, the Company’s board of directors shall, in exercising its
role under the Corporation Law of Japan, resolve matters relating to the implementation
or non-implementation of the gratis allotments of Stock Acquisition Rights (or, if theConfirmation Meeting otherwise resolves the implementation of the gratis allotment ofStock Acquisition Rights as set out in (a) below, the board of directors shall comply withsuch resolution). Each member of the Committee for the Assessment of Corporate Value- 37 -

and each director of the Company shall make such decisions solely with a view towhether the decision will serve the Company’s corporate value and, in turn, the common
interests of its shareholders, and they shall not serve the purpose of their own interests or
those of the management of the Company.
(a)

The implementation or non-implementation of the gratis allotment of Stock
Acquisition Rights (including submission of proposals on these matters to thegeneral shareholders’ meeting).

(b)

The cancellation of the gratis allotment of Stock Acquisition Rights or theacquisition of the Stock Acquisition Rights without consideration.

(c)

Any other matters that are for determination by the Company’s board of
directors in respect to which it has consulted the Committee for the Assessmentof Corporate Value.

・ In addition to the matters prescribed above, the Committee for the Assessment ofCorporate Value shall conduct the matters listed in (a) though (i) below.
(a)Determining whether the Acquisitions should be subject to the triggering of the
Plan.

(b)

Determining information that the Acquirer and the Company’s board of directors
should provide to the Committee for the Assessment of Corporate Value, and thedeadline for the provision of that information.

(c)

Examination and consideration of the terms of the Acquirer’s Acquisitions.

(d)Discussion and negotiation with the Acquirer.

(e)Request to the Company’s board of directors for an alternative proposal andconsideration of the alternative proposal.

(f)Extension of the Committee for the Assessment of Corporate Value
Consideration Period.

(g)Approval of revision or amendment of the Plan.

(h)Any other matters that the Plan prescribes that the Committee for theAssessment of Corporate Value may conduct.

(i)

Any matters that the Company’s board of directors separately determines that
the Committee for the Assessment of Corporate Value may conduct.

・ If the Committee for the Assessment of Corporate Value determines that information
provided by the Acquirer is insufficient as Essential Information, it shall request that theAcquirer provide additional Essential Information. Further, if the Committee for theAssessment of Corporate Value receives from the Acquirer the Acquisition Document
and any additional Essential Information that it requests, it may request that theCompany’s board of directors provide within a certain period an opinion regarding the- 38 -

terms of the Acquirer’s Acquisition and materials supporting that opinion, an alternative
proposal (if any), and any other information and materials that the Committee for theAssessment of Corporate Value may consider necessary from time to time.
・ If it is necessary to improve the terms of the Acquirer’s Acquisition from the perspectiveof ensuring and enhancing the corporate value of the Company and, in turn, the common
interests of its shareholders, the Committee for the Assessment of Corporate Value shalldirectly, or indirectly through the Company’s board of directors, discuss and negotiatewith the Acquirer, or present to the shareholders the alternative plan provided by theCompany’s board of directors, etc., or conduct any similar action.
・ In order to collect necessary information, the Committee for the Assessment ofCorporate Value may request the attendance of a director, statutory auditor or employeeof the Company, or any other party that the Committee for the Assessment of Corporate
Value considers necessary, and may require explanation of any matter it requests.
・ The Committee for the Assessment of Corporate Value may, at the Company’s expense,
obtain the advice of an independent third party (including financial advisers, certified
public accountants, lawyers, consultants and other experts) and conduct similar actions.
・ Any member of the Committee for the Assessment of Corporate Value may convene ameeting of the Committee for the Assessment of Corporate Value when an Acquisition
arises, or at any other time.
・ Resolutions of meetings of the Committee for the Assessment of Corporate Value shall,in principle, pass with at least a majority of the votes cast when all the members of theCommittee for the Assessment of Corporate Value are in attendance (including
attendance via video conference or telephone conference; hereinafter the same).
However, when members are unable to act or are faced with unavoidable circumstances,a resolution may pass with a majority of voting rights when a majority of the members of
the Committee for the Assessment of Corporate Value are in attendance.
---End--- 39 -

Attachment 2
Career Summary of Committee for the Assessment of Corporate Value Members
The following four people are scheduled to be the initial members of the Committee for theAssessment of Corporate Value upon introduction of the Plan.
Shingo Matsuo
Born May 19, 1938
[Business Background]
Apr. 1963

Joined Kyushu Electric Power Company Inc.

July 1994

Appointed General Manager of Kyushu Electric Power Company Inc.

June 1997

Appointed Director of Kyushu Electric Power Company Inc.

June 1998

Appointed Managing Director of Kyushu Electric Power Company Inc.

June 2003

Appointed President of Kyushu Electric Power Company Inc.

Mar. 2005

Appointed Director of the Company (Outside Director)

July 2006

Appointed Member of Management Advisory Committee of the Company (current
position)

June 2007

Appointed Chairperson of Kyushu Electric Power Company Inc. (current position)

Kazuhiko Enomoto
Born September 25, 1943
[Business Background]
Apr. 1966

Joined The Nippon Fudosan Bank, Ltd (now Aozora Bank, Ltd.)

Apr. 1972

Joined The Fukuoka Sogo Bank, Ltd. (now The Nishi-Nippon City Bank, Ltd.)

Apr. 1973

Joined Fukuoka Jisho Co., Ltd.

June 1974

Appointed Senior Managing Director of Fukuoka Jisho Co., Ltd.

Mar. 1977

Appointed Director of Royal Co., Ltd. (now Royal Holdings Co., Ltd.)

Aug. 1979

Appointed Representative Director/President of Fukuoka Jisho Co., Ltd.

Mar. 1991

Appointed Representative Director/Vice Chairman of Royal Co., Ltd. (now Royal
Holdings Co., Ltd.)Mar. 1997

Appointed Representative Director/Chairman of Royal Co., Ltd. (current position)

Aug. 2003

Appointed Representative Director/Chairman of Fukuoka Jisho Co., Ltd. (current
position)Mar. 2005

Appointed Director of the Company (Outside Director)

July 2006

Appointed Member of Management Advisory Committee of the Company (current
position)- 40 -

Susumu Ishihara
Born April 30, 1945
[Business Background]
July 1969

Joined Japanese National Railways

Apr. 1987

Appointed Manager of Management Planning Division, General Planning Group of
Kyushu Railway Company

June 1993

Appointed Director of Kyushu Railway Company

June 1997

Appointed Managing Director of Kyushu Railway Company

June 2001

Appointed Senior Managing Director of Kyushu Railway Company

June 2002

Appointed President of Kyushu Railway Company

Mar. 2005

Appointed Director of the Company (Outside Director)

July 2006

Appointed Member of Management Advisory Committee of the Company (current
position)

June 2009

Appointed Chairman of the Board of Kyushu Railway Company (current position)

Takashi Matsuzaki
Born March 4, 1946
[Business Background]
Apr. 1974

Registered as lawyer. Joined Wachi Law Office.

Aug. 1988

Established Tokunaga Matsuzaki Law Office (now Tokunaga, Matsuzaki and Saito
Law Office). Appointed Partner. (current position)

Apr. 2004

Appointed President of Fukuoka Bar Association

Mar. 2005

Appointed Statutory Auditor of the Company (Outside Statutory Auditor)

Apr. 2005

Appointed Vice President of the Japan Federation of Bar Associations

July 2006

Appointed Member of Management Advisory Committee of the Company (current
position)---End---- 41 -