May 12, 2023

Company

Coca-Cola Bottlers Japan Holdings Inc.
Representative Director & President

Representative

Calin Dragan(Code 2579 TSE Prime Market)
Executive Officer,
Executive Business Manager

Contact

Maki Kado
Tel. +81-800-919-0509

Notice concerning the Treasury stock disposal by third-party allotment
At the Board of directors meeting held on May 12, 2023, the Company resolved to dispose oftreasury stock through a third-party allotment (hereinafter referred to as “the Treasury stockdisposal").
1. Disposition procedure(1) Date of disposal

June 5, 2023

(2) Type and number ofCommon stock 3,147,500 sharesshares to be disposed(3) Disposal value

1,483 JPY per share(4) Total amount of

4,667,742,500 JPY

disposal value(5) Planned destination① The Master Trust Bank of Japan, Ltd. (BIP Trust)
1,260,900 Shares (1,869,914,700 JPY)

② The Master Trust Bank of Japan, Ltd. (ESOP Trust)
1,886,600Shares (2,797,827,800 JPY)

(6) Others

The Treasury stock disposal is subject to the effectiveness of thesecurities registration statement filed under the Financial
Instruments and Exchange Act.

2. Purpose and reason for disposition(Regarding planned destination ①)
The Company resolved to introduce "Executive reward BIP Trust" (hereinafter referredto as "BIP Trust") for the Company's directors of the Company (excluding Directors who are
Audit and supervisory committee members and Outside directors, hereinafter referred to as"Executive directors") with aiming to increase the motivation of Executive directors tocontribute to the medium- to long-term improvement of corporate value and the rise in stock
prices of Group companies, to strengthen the competitiveness of acquisition and retention oftalent rich in diversity from the perspectives of nationality and experience, and to furtherenhance incentives for sharing profit awareness with shareholders and improving corporatevalue.
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(Regarding planned destination ②)
The Company resolved to introduce “Stock-granting ESOP Trust” (hereinafter referred toas "ESOP Trust") targeting the Company's Executive Officers, Employees recognized by theCompany, and Executive Officers and Employees of Group subsidiaries determined by theCompany (hereinafter referred to as "Executive Officers, etc.") with aiming to increase themotivation of Executive Officers, etc. to contribute to the medium- to long-term improvementof corporate value and the rise in stock prices of Group companies, to strengthen thecompetitiveness of acquisition and retention of talent rich in diversity from the perspectivesof nationality and experience.
For an overview of the BIP Trust and ESOP Trust, please refer to the " Notice on changingof Long-term incentive (Stock-based compensation) " released on February 9, 2023 and the "Notice on introduction of "Stock-granting ESOP Trust”" released on May 12, 2023.
The Treasury stock disposal is conducted through a third-party allotment to the Master
Trust Bank of Japan, Ltd. as co-trustee of each trust agreement entered into by the Companywith Mitsubishi UFJ Trust and Banking Corporation (hereinafter referred to as “the Trustagreement" and the trust to be established pursuant to the Trust agreement is referred to as“the Trust" ) in connection with additional monetary contributions to each of the trusts. (Pleaserefer to 1.(5) above for the Planed Destination.)
The number of shares to be disposed of is the number of shares expected to be delivered
to Executive Directors and Executive Officers, etc. during the trust period in accordance with
the Stock-based compensation plan, and the size of the dilution is expected to be 1.53%of thetotal number of shares issued and outstanding 206,268,593. (rounded to the second decimal
place, the ratio to the total number of voting rights 1,785,614 as of December 31, 2022: 1.76%)
The Company assures that the number of shares to be allotted through the Treasury stock
disposal will have a minimal impact on the secondary market and that the number of shares
to be disposed of and the level of dilution are reasonable, since the shares will be delivered toExecutive Directors and Executive officers, etc. in accordance with the Stock-based
compensation regulations and it is not expected that the shares will be released to the stock
market all at once as a result of the Treasury stock disposal.
Outline of the Trust agreement
Types of trusts

Monetary trusts other than specified solely managed monetarytrusts (other-benefit trusts)

Purpose of the trust(BIP Trust) Provision of incentives for Executive Directors(ESOP Trust) Provision of incentives for Executive Officers, etc. ofthe Company and the Company's group companies

Consignor

The CompanyTrustee

Mitsubishi UFJ Trust and Banking Corporation(Co-Trustee: Japan Master Trust Bank, Ltd.)

Beneficiary

Executive Directors and Executive Officers, etc. who meet therequirements for beneficiaries

2Trust administrator

Third parties who have no interest in the Company (CertifiedPublic Accountants)

Trust agreement date

May 2023 (planned)

Duration of the trust

May 2023 ~ May 2026 (planned)

System start date

May 31, 2023 (Planned)

Exercise of voting rights

shall not be exercised

3. Basis and specifics of the calculation of the disposal value
The disposal price is set as 1,483 JPY at the closing price of the Company's shares on theTokyo stock exchange, Inc. (“the Tokyo stock exchange") on the business day preceding theBoard of Directors' resolution on the Treasury stock disposal (May 11, 2023) in order toeliminate arbitrariness in light of recent share price fluctuations.
Since this is the market price immediately prior to the date of the Board of Directors'resolution, we believe that this is a highly objective and reasonable basis for the calculationand does not constitute a particularly favorable disposal price.
The Company's Audit and supervisory committee has confirmed that the above disposal
price does not constitute a particularly favorable disposal price.
4. Procedures under the Code of Business Conduct
Since the dilution ratio of the shares in this transaction is less than 25% and there is nochange in controlling shareholder, it is not necessary to obtain an opinion from an independent
third party or to confirm the intent of shareholders as stipulated in Rule 432 of the Securities
Listing Regulations established by the Tokyo stock exchange.
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