(Translation)
Securities code: 2579
March 2, 2009

NOTICE OF THE 51st ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder,
You are cordially invited to attend the 51st 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 orover the Internet. Please review the Reference Materials for Ordinary General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., March 23 (Monday), 2009.
Sincerely yours,
Norio Sueyoshi
Representative Director, President & CEO

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

10:00 a.m., March 24 (Tuesday), 2009
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
Proposal No. 5
Proposal No. 6

Business report, consolidated financial statements for the 51st fiscal
term (January 1 to December 31, 2008); and audit report ofconsolidated financial statements by Accounting Auditors and theBoard of Corporate Auditors
Non-consolidated financial statements for the 51st fiscal term
(January 1 to December 31, 2008)

The appropriation of retained earnings
Partial amendments to Articles of Incorporation
Election of ten (10) Directors
Election of three (3) Corporate Auditors
Revision to remuneration for Directors
Revision to remuneration for Corporate Auditors-1-

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).
3. Electronic Voting Platform for Institutional Investors
Management and trust banks or other nominee shareholders (including standing proxies) have thechoice of 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.

[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-Consolidated Balance Sheet
As of December 31, 2008
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade notes and accounts receivable
Marketable securities
Inventories
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total Current Assets

18,592
21,527
4,559
12,6382,664
22,208(116)
82,074

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

33,271
17,55326,09956,0821,097
1,900
136,005

Intangible assets:

4,449

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

32,136
3,465
13,307
6,779(522)
55,166
195,622

Total Assets

277,696

Note: Amounts less than one million yen are omitted.

-3-Consolidated Balance Sheet
As of December 31, 2008
Millions of yen
LIABILITIESCurrent Liabilities:
Trade notes and accounts payable
Accrued income taxes
Other accounts payable
Notes payable for equipment
Other current liabilities
Total Current Liabilities

3,765
2,769
13,97788
5,164
25,767Long-term Liabilities:
Deferred tax liabilities
Allowance for employee’s retirement benefits
Allowance for directors’ retirement benefits
Negative goodwill
Other long-term liabilities
Total Long-term Liabilities

7,446
5,394
7
1,037
3,522
17,407

Total Liabilities

43,174

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

15,231109,073
136,067(25,756)
234,616
(165)
(165)
71

Total Net Assets

234,521

Total Liabilities and Net Assets

277,696

Note: Amounts less than one million yen are omitted.

-4-Consolidated Statement of Income
For the fiscal year ended December 31, 2008
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

395,556
231,624
163,931
153,409
10,521Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

489
1,041
1,531

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

34
970
1,004
11,048Extraordinary income:
Gains on sale of investment securities
Gains on sale of fixed assets
Gains on sale of subsidiaries’ stocks
Proceeds from government assistant grants, etc.
Gains on sale of affiliates’ stocks
Extraordinary income
Extraordinary losses:
Losses on valuation of investment securities
Expenses for measures for sales equipment installment
Expenses related to group reorganization
Losses on disposal of fixed assets
Losses on sale of subsidiaries’ stocks
Losses on sale of fixed assets
Compensation for disposal of fixed assets
Losses on sale of investment securities
Extraordinary losses
Income before income taxes and minority interests
Corporate, inhabitant and business taxes
Income taxes
Minority interests
Net income
Note: Amounts less than one million yen are omitted.

-5-

262
241
196
31
1
732

4,509
1,968
1,385
703
335
237
140
97
9,379
2,402
3,887
(1,627)12129

Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2008
(Millions of yen)
Shareholders’ equity

15,231

Additional
paid-in
capital109,074

Changes during this term
Dividends of retained earnings--(4,494)-(4,494)

Net income
Acquisition of treasury stock

-

-

129
-

(14,510)129(14,510)

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

-

(0)

-

25

24

-

-

-

-

-

15,231(0)
109,073(4,365)136,067(14,485)(25,756)(18,851)
234,616

Commonstock
Balance as of Dec. 31, 2007

Total changes during this term
Balance as of Dec. 31, 2008

Balance as of Dec. 31, 2007

Retainedearnings

Total
shareholders’equity(11,271)
253,467

Treasurystock

140,432

Valuation and translation adjustments
Net
Total
unrealized
Deferredvaluation
gains onandgains (loss)
othertranslation
on hedges
marketableadjustments
securities
488
4
492

Minority
interests

Total net
assets64

254,025--(4,494)--

129(14,510)

-

-

-

24

(654)

(4)

(658)

6

(652)

(654)

(4)

(658)

6

(19,503)

(165)

-

(165)

71

234,521

Changes during this term
Dividends of retained earnings--

Net income
Acquisition of treasury stock--

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

Balance as of Dec. 31, 2008

Note: Amounts less than one million yen are omitted.

-6-Non-consolidated Balance Sheet
As of December 31, 2008
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade accounts receivable
Marketable securities
Advance payments
Prepaid expenses
Deferred tax assets
Short-term loans to subsidiaries and affiliates
Accrued income
Accrued income taxes
Other current assets
Total Current Assets

12,226
2,952
4,559
5,034
237
1,685
2,628
6,960
3,082
103
39,470

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

14,646
1,726
13,329
131
664
5,527
1,097
37,124

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

1,540
583
41
2,165

Investments and other assets:
Investment securities
Stocks of subsidiaries and affiliates
Long-tern loans
Long-term loans to subsidiaries and affiliates
Other assets
Allowance for doubtful accounts
Allowance for investment loss
Total investments and other assets
Total Fixed Assets

12,464
173,607
891
4,199
1,050
(212)
(4,125)
187,873
227,163

Total Assets

266,634

Note: Amounts less than one million yen are omitted.

-7-Non-consolidated Balance Sheet
As of December 31, 2008
Millions of yen
LIABILITIESCurrent Liabilities:
Trade accounts payable
Other accounts payable
Accrued income taxes
Money entrusted
Notes payable for equipment
Other current liabilities
Total Current Liabilities

59
10,60717
22,30688
48
33,127Long-term Liabilities:
Deferred tax liabilities
Other long-term liabilities
Total Long-term Liabilities

3,826
110
3,937

Total Liabilities

37,064

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 special depreciation
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
Total shareholders’ equity
Valuation and translation adjustments:
Net unrealized gains on other marketable securities
Total valuation and translation adjustments

15,231
108,1661
108,167
3,316
7
388
299
428
119,188
8,344
128,656
131,973(25,756)
229,616(46)(46)

Total Net Assets

229,569

Total Liabilities and Net Assets

266,634

Note: Amounts less than one million yen are omitted.

-8-Non-consolidated Statement of Income
For the fiscal year ended December 31, 2008
Millions of yen
Net revenues:
Net sales
Dividends received by subsidiaries
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

212,684
14,392
209,646
17,4306,026
11,403Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

859
102
962

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

118
100
218
12,147Extraordinary income:
Gains on extinguishment of tie-in shares
Gains on sale of investment securities
Gains on sale of subsidiaries’ stocks
Gains on sale of fixed assets
Proceeds from government assistant grants, etc.
Gains on sale of affiliates’ stocks
Extraordinary income

403
262
247
241
31
0
1,185

Extraordinary losses:
Provision of allowance for investment loss
Losses on valuation of investment securities
Expenses related to group reorganization
Losses on disposal of fixed assets
Losses on sale of fixed assets
Compensation for disposal of fixed assets
Losses on sale of investment securities
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income

3,911
3,671
1,328
442
228
140
97
9,820
3,512
41
(2,455)5,926

Note: Amounts less than one million yen are omitted.

-9-Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2008
(Millions of yen)
Valuationandtranslation
adjustments

Shareholders’ equity

Additional paid-in capital

Retained earnings

Capitalreserve

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

Total
retainedearnings

15,231

108,1662

108,168

3,316

127,223

130,540

-

-

-

-

-

(4,494)(4,494)

Commonstock

Balance as of Dec. 31, 2007

Total
shareholders’equityNet
unrealized
gains onothermarketablesecurities

Total net
assets(11,271)242,669800

243,470-(4,494)-(4,494)
5,926

Treasurystock

Changes during this term
Dividends of retained
earnings
Net income

-

-

-

-

-

5,926

5,926

-

5,926

-

Reversal of reserve

-

-

-

-

-

-

-

-

-

-

-

Savings of provisions

-

-

-

-

-

-

-

-

-

-

-

Reversal of provisions

-

-

-

-

-

-

-

-

-

-

-

Acquisition of treasury
stock

-

-

-

-

-

-

-

(14,510)(14,510)-(14,510)

Disposal of treasury stock

-

-

(0)

(0)

-

-

-

25

24

-

24

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

-

-

-

-

-

-

-

-

-

(846)

(846)

Total changes during this
term

-

-

(0)

(0)

-

1,432

1,432

(14,485)(13,053)(846)(13,900)

15,231

108,1661

108,167

3,316

128,656

131,973(25,756)

229,616(46)

229,569

Balance as of Dec. 31, 2008

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

14

396

275

348

119,188

7,000

127,223

Dividends of retained
earnings---

Net income

-

-

-

-

-

(4,494)(4,494)

-

-

5,926

Reversal of reserve

(7)

-

5,926

-

-

-

7

Savings of provisions

-

-

18

300

150

-

(468)

-

Reversal of provisions
Acquisition of treasury
stock

-

(26)

(275)

(70)

-

372

-

Disposal of treasury stock

-

-

-

-

-

-

-

-

-

-

-

-

-

-

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

-

-

-

-

-

-

-

Total changes during this
term

(7)

(8)

24

79

-

1,343

1,432

Balance as of Dec. 31, 2008

7

388

299

428

119,188

8,344

128,656

Balance as of Dec. 31, 2007

Generalreserve

Changes during this term

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

- 10 -

Reference Materials for Ordinary General Meeting of Shareholders
Proposals and Reference Materials
Proposal No. 1: The appropriation of retained earnings
The proposal for appropriation of retained earnings is as described below.
1. Year-end dividends
Taking into account our business results for the fiscal year under review and our future businessenvironment, we propose to pay year-end dividends to shareholders as follows:(1) Type of distributed assets
Cash(2) Allotment of distributed assets and the total amount
We propose to pay 22 yen per share of the Company’s common stock.
In this case, the dividends will total 2,199,505,396 yen.
As a result, annual dividends will be 43 yen per share, including interim dividends.
(3) Effective date of the distribution of retained earnings
We propose that the effective date of the distribution of retained earnings will be March 25,
2009.
2. Other matters relating to the appropriation of retained earnings(1) Items of retained earnings increased and the amountReserve for community contributions:

300,000,000 yen

Reserve for regional environment preservation:

150,000,000 yen(2) Items of retained earnings decreased and the amount
Retained earnings to be carried forward:

450,000,000 yen- 11 -

Proposal No. 2: Partial amendments to Articles of Incorporation
1. Reason for amendments
In accordance with Article 6, Paragraph 1 of the Supplementary Provisions of the Law Partially
Amending the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities
for the Purpose of Streamlining the Settlement of Trades of Stocks, Etc. (Law No. 88 of June 9,2004), it is deemed that a resolution by the Company has been made for an amendment of the
Articles of Incorporation repealing the provisions of same relating to the issuance of sharecertificates on the enforcement date of the share certificates dematerialization. Consequently,
the provisions of Article 8 and Article 9, Paragraph 2 of the existing Articles of Incorporation
have become unnecessary, therefore, upon their deletion, the Company will make amendments
in line with the drafting procedures of the shareholders’ register and the numbering of articles
will be moved up with language newly stipulated in the provisions.

- 12 -

2. Details of proposed amendments
Details of the proposed amendments are as follows:(Amended portions are underlined.)
Proposed Amendments(Deleted)

Existing Articles of Incorporation
Article 8. Issuance of Share Certificates
The Company shall issue share certificates for its shares.
Article 9. Number of Shares Constituting One Unit andNon-issuance of Share Certificate for Shares Less Than
One Unit
1. (Omitted)
2. The Company may choose not to issue sharecertificates for shares constituting less than one unit.

Article 8. Number of Shares Constituting One Unit

Article 10. Rights of Shareholders Holding Shares
Constituting Less Than One Unit
Shareholders (hereinafter, including beneficial
shareholders) of the Company shall not be allowed toexercise any rights in respect of the shares constituting
less than one unit held by them, except for the following
rights:(1)to (Omitted)(4)

Article 9. Rights of Shareholders Holding Shares
Constituting Less Than One Unit
Shareholders of the Company shall not be allowed toexercise any rights in respect of the shares constituting
less than one unit held by them, except for the following
rights:

Article 11.
(Omitted)

Article 10.
(Same as at present)

Article 12. Administrator of Shareholders’ Register
1. (Omitted)
2. (Omitted)
3. The preparation and retention of the shareholders’register (hereinafter, including the beneficial
shareholders’ register), the register of stockacquisition rights and the register of lost sharecertificates of the Company, and any other clerical
work relating to the shareholders’ register, theregister of stock acquisition rights and the register oflost share certificates shall be entrusted to theadministrator of shareholders’ register, and nothandled by the Company.

Article 11. Administrator of Shareholders’ Register
1. (Same as at present)
2. (Same as at present)
3. The preparation and retention of the shareholders’register and the register of stock acquisition rights of
the Company, and any other clerical work relating to
the shareholders’ register and the register of stockacquisition rights shall be entrusted to theadministrator of shareholders’ register, and nothandled by the Company.

Article 13.
to (Omitted)
Article 14.

Article 12.
to (Same as at present)
Article 13.

1.
2.

(Same as at present)(Deleted)(1)
to (Same as at present)(4)- 13 -

Existing Articles of Incorporation
Article 15. Record Date
The Company shall regard the shareholders holding
voting rights who are recorded in the shareholders’register as of December 31 of each year, as theshareholders entitled to exercise their rights at an
ordinary general meeting of shareholders for thatparticular business year.

Proposed Amendments
Article 14. Record Date
[This Article will be amended to make partial
modifications of the description in Japanese only. No
modification of the English translation of this Article isnecessary.]

Article 16.
to (Omitted)
Article 37.

Article 15.
to (Same as at present)
Article 36.

Article 38. Distribution of Retained Earnings
1. By resolution of a general meeting of shareholders,the Company may pay year-end dividends toshareholders or registered pledgees who arerecorded in the shareholders’ register as ofDecember 31 of each year.
2. By resolution of the Board of Directors, theCompany may pay interim dividends to theshareholders or registered pledgees who arerecorded in the shareholders’ register as of June 30
of each year.

Article 37. Distribution of Retained Earnings[This Article will be amended to make partial
modifications of the description in Japanese only. No
modification of the English translation of this Article isnecessary.]

Article 39.
(Omitted)

Article 38.
(Same as at present)(Newly established)

Supplementary Provision 2
Article 1.
The preparation and retention of the register of lost sharecertificates of the Company, and any other clerical work
relating to the register of lost share certificates shall be
entrusted to the administrator of shareholders’ register,and not handled by the Company.
Article 2.
This Article and the previous Article shall be valid until
January 5, 2010, and deleted as of January 6, 2010.

- 14 -

Proposal No. 3: Election of ten (10) Directors
The terms of office of all eight (8) Directors will expire at the close of this General Meeting of
Shareholders. In as such, we propose that ten (10) Directors be elected, raising their number by
two (2), taking into account the expansion of the Company as a result of business integrationand its future business environment.
The candidates for Directors are as follows:
No.

1

Name
(Date of Birth)

Norio Sueyoshi(February 18,
1945)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1967
March 1991
March 1995
August 1997
March 1999
March 2001
October 2001
March 2002
July 2006
January 2009
March 1969
March 2000
March 2004
March 2006

2

Tamio Yoshimatsu(February 10,
July 2006
1947)
March 2007
January 20093

April 1969
March 1995
March 1999
Hijiri Morita
April 2003
(August 18, 1946) March 2008
April 2008
January 2009

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.
CEO, Coca-Cola West Co., Ltd.
President & CEO, 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. (incumbent)
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 & Chief Marketing Officer,
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. (incumbent)
Vice President, Coca-Cola West Co., Ltd.
Executive Vice President & Chief Planning Officer,
Coca-Cola West Co., Ltd. (incumbent)- 15 -

No. ofCompany
Stocks Owned

15,818

1,895

7,361

No.

Name
(Date of Birth)

4

Nobuo Shibata(November 12,
1946)

5

Shigeki Ota(February 27,
1950)

6

Hiroyoshi Miyaki(March 4, 1950)

7

Jiro Wakasa(January 23,
1959)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1969
March 1995
March 1999
April 2004
January 2005

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.
January 2009
Executive Vice President & Chief General Affairs
Officer, Coca-Cola West Co., Ltd. (incumbent)
April 1973
Joined Kirin Brewery Co., Ltd. (present Kirin Holdings
Co., Ltd.)
January 2001
Vice President, International Beer Company of Kirin
Brewery Co., Ltd.
March 2002
Director, San Miguel Corp.
March 2004
Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
March 2006
Senior Corporate Officer, Kinki Coca-Cola Bottling Co.,Ltd.
March 2007
Director, Kinki Coca-Cola Bottling Co., Ltd.
Director, Coca-Cola West Co., Ltd. (incumbent)
April 2008
Executive Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
January 2009
Executive Corporate Officer & Chief Financial Officer,
Coca-Cola West Co., Ltd. (incumbent)
March 1972
Joined Kinki Coca-Cola Bottling Co., Ltd.
March 2005
Director, Kinki Coca-Cola Bottling Co., Ltd.
March 2006
Senior Corporate Officer, Kinki Coca-Cola Bottling Co.,Ltd.
July 2006
Senior Corporate Officer, Coca-Cola West Co., Ltd.
January 2008
Representative Director, Mikasa Coca-Cola Bottling Co.,Ltd.
President, Mikasa Coca-Cola Bottling Co., Ltd.
January 2009
Executive Corporate Officer & General Manager ofChain Store Sales Dept., Coca-Cola West Co., Ltd.
(incumbent)
April 1981
Joined Suntory Limited
December 1996 Joined Coca-Cola (Japan) Co., Ltd.
July 1999
Senior Corporate Officer, Coca-Cola Beverage Services
Co., Ltd.
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 & Chief SCM Officer,
Coca-Cola West Co., Ltd. (incumbent)- 16 -

No. ofCompany
Stocks Owned

7,575

451

2,260

-

Name
(Date of Birth)No.

8Masamitsu
Sakurai(January 8, 1942)

9

Michael Coombs(July 29, 1963)

10

Kokichi Honbo(May 9, 1940)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies

No. ofCompany
Stocks Owned

April 1966
May 1984
June 1992
April 1993
June 1994
April 1996
March 2005

Joined Ricoh Co., Ltd.
Director & President, Ricoh UK Products Ltd.
Director, Ricoh Co., Ltd.
Director & President, Ricoh Europe B.V.
Managing Director, Ricoh Co., Ltd.
Representative Director & President, Ricoh Co., Ltd.
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)
April 2007
Chairman of the Board, Ricoh Co., Ltd. (incumbent)
Chairman, Keizai Doyukai (Japan Association of
Corporate Executives) (incumbent)
January 1984
Joined the Coca-Cola Bottling Company of Pretoria Ltd.
April 1997
CFO, Coca-Cola Icecek A.S.
January 2005
Vice President, Coca-Cola (Japan) Co., Ltd.
July 2005
Vice President & Representative Director, Coca-Cola(Japan) Co., Ltd. (incumbent)
March 2008
Director, Coca-Cola West Co., Ltd. (incumbent)
December 1969 Joined Minami Kyushu Coca-Cola Bottling Co., Ltd.
March 1989
Director, Minami Kyushu Coca-Cola Bottling Co., Ltd.
February 1992 Managing Director, Minami Kyushu Coca-Cola BottlingCo., Ltd.
December 1995 Senior Managing Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
March 1999
Vice President & Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd.
March 2002
Vice President & Representative Director, Minami
Kyushu Coca-Cola Bottling Co., Ltd.
March 2003
President & Representative Director, Minami Kyushu
Coca-Cola Bottling Co., Ltd.
March 2007
Director, Coca-Cola West Co., Ltd. (incumbent)
January 2008
Representative Director, Minami Kyushu Coca-Cola
Bottling Co., Ltd. (incumbent)
President, Minami Kyushu Coca-Cola Bottling Co., Ltd.
March 2008
Chairman, Minami Kyushu Coca-Cola Bottling Co., Ltd.
(incumbent)

-

-

1,551

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) Michael Coombs is Vice President & Representative Director of Coca-Cola (Japan) Co., Ltd., which hassigned contracts with the Company for the production and sales of Coca-Cola, etc., the use of trademark,and other matters. In addition, Coca-Cola (Japan) has business relations with the Company regarding
receipt, etc. of sales promotion rebates.
(3) Kokichi Honbo is Representative Director & Chairman of Minami Kyushu Coca-Cola Bottling Co., Ltd.,
which has signed contracts with the Company for the procurement and sales of Coca-Cola, etc.
(4) There is no special interest between the Company and the other candidates for Directors.

- 17 -

2.

Both Michael Coombs and Kokichi Honbo are candidates for Outside Directors.
(1) The reasons why the Company designated them as candidates for Outside Directors are as follows:(i)

Michael Coombs is Vice President & Representative Director of Coca-Cola (Japan) Co., Ltd. The
Company requests an election of Mr. Coombs as Outside Director to further enhance strategic
partnership with The Coca-Cola Company and Coca-Cola (Japan) Co., Ltd.

(ii)

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

(2) Because Coca-Cola (Japan) Co., Ltd. is a major associating party of the Company and Minami Kyushu
Coca-Cola Bottling Co., Ltd. is an equity-method affiliate of the Company, these firms are deemed as
specially related companies of the Company. The position and responsibility of Michael Coombs andKokichi Honbo as business executors for the present and past five years in these companies are describedabove in the “Brief personal profile, position and responsibility in the Company, and representation forother companies.”(3) Michael Coombs and Kokichi Honbo are both incumbent Outside Directors of the Company and haveassumed the office of Outside Director for one year and two years, respectively.
(4) The Company has concluded an agreement for limitation of liability with Michael Coombs. When the
re-election of Michael Coombs is approved, said agreement shall remain valid. The agreement will outlinethat in cases where the Outside Director caused damages to the Company due to non-performance of his
duties and yet he is bona fide and there is no gross negligence on him in performing his duties, he shall be
liable for the damages to the limit of minimum liability set forth in laws and regulations.

- 18 -

Proposal No. 4: Election of three (3) Corporate Auditors
As the terms of office of both Corporate Auditors Yasumasa Niimi and Yukiko Kyokane will
expire and Hiroshi Kanda will resign at the close of this General Meeting of Shareholders, we
propose that three (3) Corporate Auditors be elected as their replacement.
We have obtained the consent of the Board of Corporate Auditors in connection with this
proposal.
The candidates for Corporate Auditors are as follows:
No.

Name
(Date of Birth)1

Tadatsugu
Harada(September 4,
1945)

2

Tadamasa
Amitsuka(March 20, 1948)

3

Yukiko Kyokane(July 17, 1950)

Brief personal profile, position and responsibility in the Company, andrepresentation for other companies
April 1968
Joined Coca-Cola West Co., Ltd.
March 1997
Director, Coca-Cola West Co., Ltd.
March 1999
Corporate Officer, Coca-Cola West Co., Ltd.
March 2001
Associate Senior Corporate Executive Officer,
Coca-Cola West Co., Ltd.
April 2003
Senior Corporate Executive Officer, Coca-Cola West
Co., Ltd.
March 2005
Director, Coca-Cola West Co., Ltd. (incumbent)
Vice President, Coca-Cola West Co., Ltd.
July 2006
Director, Coca-Cola West Japan Co., Ltd.
Vice President, Coca-Cola West Japan Co., Ltd.
March 2007
Representative Director, Coca-Cola West Japan Co.,Ltd.
President, Coca-Cola West Japan Co., Ltd.
January 2009
Executive Vice President & Work Restructuring
Officer, Coca-Cola West Co., Ltd. (incumbent)
April 1970
Joined Mitsubishi Heavy Industries, Ltd.
March 2003
Full-time Corporate Auditor, Kinki Coca-Cola
Bottling Co., Ltd.
March 2005
Director, Kinki Coca-Cola Bottling Co., Ltd.
March 2006
Senior Corporate Officer, Kinki Coca-Cola BottlingCo., Ltd.
March 2007
Full-time Corporate Auditor, Kinki Coca-Cola
Bottling Co., Ltd.
January 2009
Senior Corporate Officer & Special Missions Officer
to CEO, Coca-Cola West Co., Ltd. (incumbent)
April 1979
Registered as an attorney at law
Joined Maehara Law Office
December 1982 Joined Miyazaki Sogo Law Office
April 1995
Established Kyokane Law Office
Representative, Kyokane Law Office (incumbent)
March 2006
Corporate Auditor, Kinki Coca-Cola Bottling Co.,Ltd.
July 2006
Corporate Auditor, Coca-Cola West Co., Ltd.
(incumbent)

No. of Company
Stocks Owned

10,984

3,073-

Notes:
1.

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

2.

Yukiko Kyokane is a candidate for Outside Corporate Auditor.
(1) The reason why the Company designated Yukiko Kyokane as candidate for Outside Corporate Auditor is asfollows:
Yukiko Kyokane has been designated as candidate for Outside Corporate Auditor due to her wealth ofexperience over many years as an attorney, which will be utilized for auditing the Company. Although she
has not been directly engaged in the management of any company, the Company believes that she willappropriately execute her duties as Outside Corporate Auditor for the aforementioned reason.

- 19 -

(2) Yukiko Kyokane is an incumbent Outside Corporate Auditor of the Company. Ms. Kyokane has assumed
the office for two years and nine months.
(3) The Company has concluded an agreement for limitation of liability with Yukiko Kyokane. When the
re-election of Yukiko Kyokane is approved, said agreement shall remain valid. The agreement will outlinethat in cases where the Outside Corporate Auditor caused damages to the Company due to non-performanceof her duties and yet she is bona fide and there is no gross negligence on her in performing her duties, sheshall be liable for the damages to the limit of minimum liability set forth in laws and regulations.

- 20 -

Proposal No. 5: Revision to remuneration for Directors
Although the 33rd Ordinary General Meeting of Shareholders, held on March 22, 1991, resolved
to set remuneration for Directors to 25 million yen or less per month, with same continuing up
to the present, taking into consideration various factors including the subsequent expansion of
the Company as a result of business integration, changes in economic circumstances and the
addition of two (2) Directors, upon the approval of Proposal No. 3 in its original form, theCompany proposes the revision of remuneration for Directors to 500 million yen or less per year(including remuneration for Outside Directors of 50 million yen or less per year).
Although there are currently eight (8) Directors (including two (2) Outside Directors), their
number shall be ten (10) (including two (2) Outside Directors) upon the approval of Proposal
No. 3 in its original form.

Proposal No. 6: Revision to remuneration for Corporate Auditors
Although the 36th Ordinary General Meeting of Shareholders, held on March 25, 1994, resolved
to set remuneration for Corporate Auditors to 7 million yen or less per month, with same
continuing up to the present, taking into consideration various factors including the subsequent
expansion of the Company as a result of business integration and changes in economic
circumstances, the Company proposes the revision of remuneration for Corporate Auditors to
100 million yen or less per year.
Upon the approval of Proposal No. 4 in its original form, there will be five (5) Corporate
Auditors, the same number as currently serving.

- 21 -