This document is a summary translation of the Japanese language original version. In the eventof any discrepancy, errors and/or omissions, the Japanese language version shall prevail.

Securities code: 2579
March 4, 2020
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
Dear Shareholder,
You are cordially invited to attend the Ordinary General Meeting of Shareholders for the fiscal
year ended December 31, 2019 of Coca-Cola Bottlers Japan Holdings Inc. (the “Company”),
which will be held as described hereunder.
If you are unable to attend the meeting due to unavoidable reasons, including the growing needto protect against epidemic infectious diseases like the novel coronavirus, you may exercise yourvoting rights either by writing or via the Internet. Please review the attached Reference Materials
for General Meeting of Shareholders and exercise your voting rights by 5:45 p.m., March 25(Wednesday), 2020.
Sincerely yours,
Calin Dragan
Representative Director & President
Head Office: 7-9-66 Hakozaki, Higashi-ku,
Fukuoka, Japan
Headquarters: 9-7-1 Akasaka, Minato-ku, Tokyo
Matters Related to the Exercise of Voting Rights
When attending this General
When not attending this General Meeting of Shareholders
Meeting of Shareholders
Exercise of voting rights by mailExercise of voting rights via the(writing)
Internet
Please review the attached
Please submit the proxy voting
Reference Materials for Generalform enclosed herewith to the
Meeting of Shareholders andPlease exercise your voting rights
reception desk.
indicate your approval orby the deadline.
disapproval on the enclosed proxyvoting form, and post it without
affixing a postage stamp.
Date and time of the General
Meeting of Shareholders

Voting deadline

Voting deadline

10:00 a.m., March 26 (Thursday),
2020

Votes must arrive by 5:45 p.m.,
March 25 (Wednesday), 2020

5:45 p.m., March 25 (Wednesday),2020

If you are unable to attend the General Meeting of Shareholders, you may exercise your vote througha proxy. A proxy is another shareholder holding a voting right who you designate as the shareholder
who may attend the General Meeting of Shareholders on your behalf and exercise your vote. However,please note that the designated shareholder is accepted as your proxy only after you submit in writing
your intention of designating this shareholder as your proxy.
If you exercise your voting rights twice, both by writing and via the Internet, the voting via the Internet
shall prevail. In case of multiple voting via the Internet or both through personal computer and mobile
phone, the last voting shall prevail.

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MEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be reported:

10:00 a.m., March 26 (Thursday), 2020 (Reception starts at 9:00 a.m.)
Ho-Oh-No-Ma (2F), Tokyo Prince Hotel
3-3-1 Shibakoen, Minato-ku, Tokyo, Japan1.

2.
Items to be proposed:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5

Business report and consolidated financial statements for the fiscal
year ended December 31, 2019 (January 1 to December 31, 2019);
and audit reports of consolidated financial statements by
Accounting Auditors and the Audit and Supervisory Committee
Non-consolidated financial statements for the fiscal year ended
December 31, 2019 (January 1 to December 31, 2019)

Appropriation of surplus
Partial amendments to Articles of Incorporation
Election of five (5) Directors (excluding Directors Serving on the Audit
and Supervisory Committee)
Election of one (1) Director Serving on the Audit and Supervisory
Committee
Revision of amounts of compensation for Directors (excluding Directors
Serving on the Audit and Supervisory Committee) and determination
and revision of amounts of stock-based compensation (restricted stock
units) for Executive Directors



If we need to make any revision to the business report, consolidated financial statements, nonconsolidated financial statements or Reference Materials for General Meeting of Shareholders,we will notify you through the Company’s website (https://www.ccbj-holdings.com/).
 In accordance with laws and regulations and the provisions of Article 16 of the Company’s
Articles of Incorporation, the following matters have been omitted from the attachments to the
Notice of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31,
2019 due to their posting on the Company’s website.
(1) “Main Businesses,” “Major Locations, etc.,” “Status of Employees,” and “Major financial
institutions providing loans to the Company” within “Current Status of the Coca-Cola Bottlers Japan
Holdings Group” in the Business Report(2) “Accounting Auditor,” “The system to ensure business adequacy,” and “Basic Policies on theControl of the Joint-stock Company” under “Current status of the Company” in the Business Report(3) Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements inConsolidated Financial Statements.
(4) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated
Financial Statements in Non-consolidated Financial Statements.
Therefore, the attachments are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the independent auditor when preparing the Independent Auditor’sReport. Furthermore, they are part of the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Audit & Supervisory Committee in preparing the
Audit Report.

The Company’s Website

https://www.ccbj-holdings.com/-2-

Reference Materials for General Meeting of Shareholders
Proposal No. 1: Appropriation of surplus
Generally taking into account our business results for the fiscal year under review and our futurebusiness environment, we propose the appropriation of surplus as described below.
① Year-end dividends①

Type of assets to be

Cashdistributed②

Allotment of assets

We propose to pay 25 yen per share of the Company’s

to be distributed andcommon stock.

the total amountIn this case, the dividends will total 4,483,781,825 yen.
As a result, annual dividends will be 50 yen per share,including interim dividends.

③

Effective date of the

We propose March 27, 2020 as the effective date of thedividends of surplus

dividends of surplus.

Reference

Dividend Policy
Regarding dividends, the Company sets its basic policy to carry out active redistribution of profits while placing thehighest priority on paying stable dividends, by comprehensively reviewing the Company’s business performance andlevel of retained earnings. The Company has set a payout ratio target of 30% or more of net profit for the year
attributable to owners of the parent and pays interim and year-end dividends of surplus.

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Proposal No. 2: Partial amendments to Articles of Incorporation
We propose partial amendments to the Articles of Incorporation in order to execute a change inthe location of the head office of the Company.
1. Reasons for proposal
The Company proposes to relocate the location of its head office to Minato-ku, Tokyo, where theheadquarters functions are located.
2. Details of proposed amendments
Details of the proposed amendments are as follows.
(Amended portions are underlined.)
Existing Articles of Incorporation

Proposed Amendments

Articles 1 to 2 (Omitted)

Articles 1 to 2 (Same as at present)(Location of Head Office)(Location of Head Office)

Article 3

Article 3

The head office of the Company shall be in

The head office of the Company shall be in Minato-

Fukuoka-shi.

ku, Tokyo.

Articles 4 to 34 (Omitted)

Articles 4 to 34 (Same as at present)-4-

Proposal No. 3: Election of five (5) Directors (excluding Directors Serving on the
Audit and Supervisory Committee)
All five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee) willcomplete their terms at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of five (5) Directors (excluding Directors servingon the Audit and Supervisory Committee).
The candidates for Directors (excluding Directors serving on the Audit and Supervisory
Committee) are as follows:
No.

Name

Current Position and Responsibility in the Company

Attributes

Position1

Calin Dragan

Reelection

Representative Director

2

Bjorn Ivar Ulgenes

Reelection

Representative Director

3

Hiroshi Yoshioka

4

Hiroko Wada

5

Hirokazu Yamura

Reelection, Outside,
Independent
Reelection, Outside,
Independent
New election, Outside
Independent

Responsibility
President
Chief Financial Officer(Head of Finance)

Outside Director–

Outside Director

–

–

–

Reference: Guidelines and Procedures for the Nomination of Candidates for Directors● In nominating candidates for internal Directors of the Company, the Company will judge thelevel of contribution and the future potential of the candidates based on the Company’s
evaluation system.
● Furthermore, in nominating candidates for Outside Directors, the Company will nominate
persons that it judges they are expected to largely contribute to increasing the Company’s
corporate value.
● Moreover, in nominating candidates for Directors serving on the Audit and Supervisory
Committee, at least one of the candidates must be a person with suitable knowledge regarding
finance and accounting.
● Furthermore, the nomination procedures for candidates for Directors will be decided at a Boardof Directors meeting. The Company is a “company with an Audit and Supervisory Committee”
with an Audit and Supervisory Committee which is composed entirely of outside directors,
including multiple independent outside directors, and, with a Board of Directors where multiple
constituent members are Independent Outside Directors. We judge that this system ensuresfairness and transparency.

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Candidate

No. 1

Calin Dragan

Reelection[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

744

Attendance at Board of Directors meetings

6/6*Attendance rate: 100%

(Date of birth:
October 24, 1966,
53 years old)

[Significant
Concurrent Positions]Representative
Director & President,
Coca-Cola Bottlers
Japan Inc.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
June
1993 Joined Coca-Cola Leventis
January
2000 Joined Coca-Cola Hellenic Bottling Company S.A.
January
2005 General Manager and Administrator in charge of Romania and Mordovian
Republic, Coca-Cola Hellenic Bottling Company S.A.
July
2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
March2012 Representative Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
July
2013 Representative Director & President, Coca-Cola East Japan Co., Ltd.
May2017 Regional Director, The Coca-Cola Company Bottling Investments GroupRegional Director, Coca-Cola Far East Limited
January
2018 President, The Coca-Cola Company Bottling Investments GroupMarch
2019 Executive Officer, Coca-Cola Bottlers Japan Holdings Inc.
Executive Officer, Coca-Cola Bottlers Japan Inc.
Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
President, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent)
President, Coca-Cola Bottlers Japan Inc. (incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Calin Dragan as a Director because of his considerable experience as theRepresentative Director & President of Coca-Cola Bottling companies within Japan and gained at The Coca-Cola
Company, his global business knowledge of Coca-Cola business operations, and how he has exercised leadership in
his present position as a Senior General Manager of Business of the Company and Group, to utilize his ability andexperience, etc. in the management of the Group.

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Candidate

No. 2

Bjorn Ivar Ulgenes

Reelection[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

297

Attendance at Board of Directors meetings

6/6*Attendance rate: 100%

(Date of birth:
April 5, 1968,
51 years old)

[Significant
Concurrent Positions]Representative
Director & Vice
President, Coca-Cola
Bottlers Japan Inc.
Representative
Director & Chairman,
Q’SAI CO., LTD.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
July
1997 Joined The Coca-Cola Company
August2005 Finance Director, North & West Africa Business Unit, The Coca-Cola
CompanyMay
2008 Finance Director & Executive Assistant to the Business Unit President,
North & West Africa Business Unit, The Coca-Cola Company
June2009 GM Innovation & EA, North & West Africa Business Unit,
The Coca-Cola Company
February 2010 Senior Vice President Finance, The Coca-Cola (Japan) Co., Ltd.
January
2013 Finance Director, Central, East & West Africa Group, The Coca-Cola
Company
April
2016 Deputy Finance Director, Europe, Middle East & Africa (EMEA) Group,
The Coca-Cola Company
October
2018 Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan
Holdings Inc.
Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Inc.
November 2018 Representative Director & President, Coca-Cola Bottlers Japan Sales
Support Inc.
January
2019 Representative Director & President, Coca-Cola Bottlers Japan Business
Services Inc.
February 2019 Executive Officer, Coca-Cola Bottlers Japan Holdings Inc.
Executive Officer, Coca-Cola Bottlers Japan Inc.
March
2019 Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola
Bottlers Japan Holdings Inc. (incumbent)
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent)
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola
Bottlers Japan Inc. (incumbent)
December 2019 Representative Director & Chairman, Q’SAI CO., LTD. (incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Bjorn Ivar Ulgenes as a Director because of his considerable experience as theRepresentative Director, Vice President, Chief Financial Officer (Head of Finance) of the Company and gained at The
Coca-Cola Company, his global business knowledge of Coca-Cola business operations, and because of how he has
exercised leadership in his present position as a Senior General Manager of Business of the Company and Group, toutilize his ability and experience, etc. in the management of the Group.

-7-

Candidate

No. 3

Hiroshi Yoshioka

Reelection

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

689

Attendance at Board of Directors meetings

8/8*Attendance rate: 100%

(Date of birth:
October 26, 1952,
67 years old)

[Significant
Concurrent Positions]
No significant
concurrent positions
to note.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1975 Joined Japan Radio Co., Ltd.
January
1979 Joined Sony Corporation
October
2001 Representative Director and President, Sony Ericsson Mobile
Communications Corporation
April
2003 CVP, Sony Ericsson Mobile Communications Corporation AB
November 2005 Corporate Executive, SVP, Sony Corporation
April
2008 Corporate Executive, EVP, Sony Corporation
April
2009 Executive Deputy President Officer, Sony Corporation*Mr. Yoshioka has resigned from the office as Executive Deputy
President Officer of Sony Corporation as of December 31, 2012.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
April
2017 Outside Director, Coca-Cola Bottlers Japan Inc.
January
2018 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroshi Yoshioka as a Director (Outside Director) in order for him to utilize,
for the management of the Company, the considerable experience and global knowledge he has gained thus far at the
Coca-Cola bottling company within Japan and Sony Corporation.

-8-

Candidate

No. 4

Hiroko Wada

Reelection

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

6/6*Attendance rate: 100%

(Date of birth:
May 4, 1952,
67 years old)
[Significant
Concurrent Positions]Representative, Office
WaDa
Outside Director,
Shimadzu
Corporation
Outside Director(Audit & Supervisory
Committee Member),Unicharm
Corporation

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1977 Joined Procter & Gamble Sunhome Co., Ltd.
January
1998 Vice President, In charge of Corporate New Ventures, Asia, The Procter &Gamble Company (U.S.)
March
2001 Representative Director & President, Dyson Ltd.
April
2004 Representative Director, President & COO, Toys”R”Us-Japan, Ltd.
November 2004 Representative, Office WaDa (incumbent)May
2009 Outside Director, Aderans Holdings Co., Ltd.
June
2016 Outside Director, Shimadzu Corporation (incumbent)
March2019 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroko Wada as a Director (Outside Director) in order for her to utilize, for the
management of the Company, the considerable experience and global knowledge she has gained thus far as officer at
The Procter & Gamble Company and as Representative Director at Dyson Ltd. and Toys”R”Us-Japan Ltd.

-9-

Candidate

No. 5(Date of birth:
September 28, 1977,
42 years old)

[Significant
Concurrent
Positions]Representative
Director &President,
Michinoku
Coca-Cola
Bottling Co., Ltd.

Hirokazu Yamura

New election

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

Hirokazu Yamura is Representative Director& President of Michinoku Coca-Cola
Bottling Co., Ltd. The Company has business
relations in product trading , etc. with
Michinoku Coca-Cola Bottling Co., Ltd.
(Sales etc. : 0.38% of the Company’s net
sales; Purchases etc. : 1.76% of the net
revenues of Michinoku Coca-Cola BottlingCo., Ltd.)-

Attendance at Board of Directors meetings
Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
October
2006 Joined Michinoku Coca-Cola Bottling Co., Ltd.
February 2009 Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2012 Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2013 Senior Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2014 Representative Director & President, Michinoku Coca-Cola Bottling Co.,
Ltd. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hirokazu Yamura as a Director (Outside Director) in order for him to utilize,
for the management of the Company, the considerable experience and knowledge he has gained in management andas Representative Director & President at Michinoku Coca-Cola Bottling Co., Ltd.

- 10 -

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2. Hiroshi Yoshioka, Hiroko Wada and Hirokazu Yamura are candidates for Outside Director.
(1) Hiroshi Yoshioka and Hiroko Wada are incumbent Outside Directors of the Company. At the conclusion of this
General Meeting of Shareholders, Hiroshi Yoshioka has assumed the office as Outside Director for three (3) years
and Hiroko Wada has assumed the office as Outside Director for one (1) year.
(2) The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on which theCompany is listed, that Hiroshi Yoshioka and Hiroko Wada are “Independent Directors.” in accordance with therules, etc. of each securities exchange. If their re-elections are approved, they are scheduled to be Independent
Directors continuously.
Furthermore, if the election of Hirokazu Yamura is approved, the Company plans to submit notices to Tokyo Stock
Exchange, Inc. and Fukuoka Stock Exchange, on which the Company is listed, that Hirokazu Yamura is an“Independent Director.” in accordance with the rules, etc. of each securities exchange.
(3) Currently, the Company has concluded agreements for limitation of liability with Hiroshi Yoshioka and Hiroko
Wada, and if their re-elections are approved, said agreements shall remain in effect. Furthermore, if the electionof Hirokazu Yamura is approved, the Company plans to conclude said agreement with him. The agreement will
outline that in cases where the Directors (excluding Executive Directors, etc.) have caused damages to theCompany due to non-performance of their duties and yet they are bona fide and there is no gross negligence fromthem in performing their duties, they shall be liable for the damages to the limit of minimum liability set forth in
Article 425, Paragraph 1 of the Companies Act.

- 11 -

Proposal No. 4: Election of one (1) Director Serving on the Audit and Supervisory
Committee
Jennifer Mann, Director serving on the Audit and Supervisory Committee, will resign from her
position at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of one (1) Director serving on the Audit andSupervisory Committee.
We have obtained the consent of the Audit and Supervisory Committee in connection with this
proposal.
The candidate for Director serving on the Audit and Supervisory Committee is as follows:
No.

Name

1

Enrique Rapetti

Attributes

Current Position in the Company

New election, Outside–

Reference: Guidelines and Procedures for the Nomination of Candidates for Directors● In nominating candidates for internal Directors of the Company, the Company will judge thelevel of contribution and the future potential of the candidates based on the Company’s
evaluation system.
● Furthermore, in nominating candidates for Outside Directors, the Company will nominate
persons that it judges they are expected to largely contribute to increasing the Company’s
corporate value.
● Moreover, in nominating candidates for Directors serving on the Audit and Supervisory
Committee, at least one of the candidates must be a person with suitable knowledge regarding
finance and accounting.
● Furthermore, the nomination procedures for candidates for Directors will be decided at a Boardof Directors meeting. The Company is a “company with an Audit and Supervisory Committee”
with an Audit and Supervisory Committee which is composed entirely of outside directors,
including multiple independent outside directors, and, with a Board of Directors wheremultiple constituent members are Independent Outside Directors. We judge that this system
ensures fairness and transparency.

- 12 -

Candidate

No. 1(Date of birth:
October 22, 1976,
43 years old)

[Significant
Concurrent
Positions]
CFO, Latin America
Group,The Coca-Cola
Company
Director,
Embotelladora Andina
S.A.

Enrique Rapetti

New election

Outside[Relationship of special interest in the
Company]

No. of Company Shares Owned

Enrique Rapetti is CFO of Latin America
Group of The Coca-Cola Company. The
Company has entered into contracts for
manufacturing and sales of Coca-Cola andother products and use of trademarks, etc.
with The Coca-Cola Company.

-

Attendance at Board of Directors meetings

Attendance at Board of Directors meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
December 1998 Joined Arthur Andersen
May
2000 Joined The Coca-Cola Company Argentina
January
2010 Controller, Mexico Latin America Group, The Coca-Cola Company
August2014 CFO, Costa Rica Latin Center Business Unit, The Coca-Cola Company
September 2016 Director, Embotelladora Andina S.A. (incumbent)
October
2016 CFO, Latin America Group, The Coca-Cola Company (incumbent)
April2020 CFO, Asia Pacific Group, The Coca-Cola Company (planned)[Reasons for nomination as candidate for Outside Director]
Enrique Rapetti is CFO of the Latin America Group of The Coca-Cola Company and is planned to assume office as
CFO of the Asia Pacific Group of The Coca-Cola Company on April 1, 2020. The Company requests his election as a
Director serving on the Audit and Supervisory Committee (Outside Director) because he has considerable experiencein the management of said company as well as considerable knowledge regarding finance and accounting. As such,
we deem him suitable of providing advice on all areas of decision making related to important managerial decisions
and handling of expected risks.
Note:
1. Enrique Rapetti is a candidate for Outside Director.
If the election of Enrique Rapetti is approved, the Company plans to conclude an agreement for limitation of liability
with him. The agreement will outline that in cases where the Directors (excluding Executive Directors, etc.) havecaused damages to the Company due to non-performance of their duties and yet they are bona fide and there is nogross negligence from them in performing their duties, they shall be liable for the damages to the limit of minimum
liability set forth in Article 425, Paragraph 1 of the Companies Act.

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Proposal No. 5: Revision of amounts of compensation for Directors (excluding
Directors Serving on the Audit and Supervisory Committee) and determination andrevision of amounts of stock-based compensation (restricted stock units) for
Executive Directors
With regard to the compensation, etc. for the Company’s Directors (excluding members of the
Audit and Supervisory Committee), the amount of compensation was approved as the maximum
amount of 750 million yen per year (which includes the maximum amount of 50 million yen peryear for outside directors) by shareholders on the 2016 Annual General Meeting of Shareholders
held on March 22, 2017. In the following year, on the 2017 Annual General Meeting of
Shareholders held on March 27, 2018, with regard to a performance share unit system (hereinafter
called “PSU”) for the Company’s Directors (excluding members of Directors Serving on the
Audit and Supervisory Committee and outside directors; hereinafter called “Executive Directors”),
the Company received approval on the provision of monetary compensation receivables and cash
as compensation for the Executive Directors related to the PSU within the above compensation
and up to a maximum total of 50,000 shares.
The amount of compensation etc. for the Company’s Directors (excluding members of the
Audit and Supervisory Committee) will be variable significantly depending on the performance.
For the basic policy and the outline of compensation, please refer to "Reference" at the end of thisdocument. It is important for the Company to take on the challenge of improving businessperformance in the future and to recover our business performance by recruiting capable humanresources both from Japan and overseas who will be able to lead further business growth. Thus,
the system of the compensation needs to contribute to motivation for not only one year but also
medium-to-long-term performance improvement, and in order to flexibly respond to morevariable compensation, we would like to divide the compensation for the Company’s Directors(excluding members of the Audit and Supervisory Committee) into monetary and stock, as wellas to revise the amount of compensation for such Directors to the maximum amount of 850 million
yen per year (which includes the maximum amount of 50 million yen per year for outside
directors).
Further, we would like to introduce a restricted stock unit system (hereinafter called “RSU”),
with the purpose of strengthening recruitment competitiveness and retention of talented people
who are highly diverse in terms of nationality, experience, etc. as well as aligning interests withshareholders and improving incentives to increase corporate value as part of the Company's efforts
to achieve further growth. An outline of the RSU is provided below as “Note”.
Therefore, the Company requests that the amount of compensation be approved at a maximumof 850 million yen per year (which includes the maximum of 50 million yen per year for outside
directors), and, in addition to this compensation, the total amount of monetary compensation
receivables and cash to be issued to Executive Directors as compensation related to the PSU and
RSU be revised to an amount within the total of 200,000 shares per year (equivalent to 0.1% of
the total number of shares currently issued by the Company) multiplied by the market value ofthe monetary compensation receivables and cash at the time of issue. The above compensation- 14 -

amount is considered to set with a view to the upper limit of fluctuations, i.e. the time when thehighest performance is achieved, and it is not construed that such maximum will be paid every
year. In the event of poor business performance, variable compensation will be significantly
reduced.
The payment of the compensation under the RSU is expected to be decided by comprehensively
taking into account matters such as degree of contribution by the Executive Directors to theCompany, etc., and the Company believes that such method of determination is reasonable.
There will be five Directors (two of whom are Executive Directors) other than the Directors
who are members of the Audit and Supervisory Committee in the case that Proposal No. 3 isapproved.

Note(1) Outline of the RSU
The RSU is a stock-based compensation system under which Executive Directors covered by
the RSU (hereinafter called “Participants”), provided that their employment has been
continuous throughout the period prescribed by the Company’s Board of Directors Meeting(hereinafter called the “Applicable Term”), shall be provided an amount of the Company’scommon shares and cash which has been predetermined by the Company’s Board of Directors
Meeting at the conclusion of each Applicable Term as compensation for that Applicable Term.
The initial Applicable Term shall be from the fiscal year ending December 31, 2020 to thefiscal year ending December 31, 2022, and the Applicable Term for the years after the one
ending December 31, 2020 onwards shall also be three consecutive years.
(2) Structure of the RSU
The specific structure of the RSU is as follows.
(a) The basic amount in accordance with the responsibilities of each Participant, as well as
the number of share units to be provided to each Participant, will be decided within threemonths of the commencement of the Applicable Term, at the Company’s Board of
Directors Meeting.
(b) Once the Applicable Term ends, the number of common shares and cash to be provided
to each Participant will be determined at the Company’s Board of Directors Meeting
based on the number of share units available.
(c) The Company will provide monetary compensation receivables, the amounts of which
are determined in accordance with the number of common shares to be provided to eachParticipant as determined in the above (b), for each Participant for the purpose ofcontributing them in kind, and such Participant will receive the allotted common sharesby contributing all the concerned monetary compensation receivables in kind. The paidin amount for such common shares shall be based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before the dateof the resolution of the Company’s Board of Directors Meeting on the issuance or disposalof shares (if transaction is not completed on the same day, the closing price of the mostrecent trading day before that).

- 15 -

(d) To secure the funds the Participants need for paying tax obligations in connection withthe allotment of the Company’s common shares in the above (c), in addition to themonetary compensation receivables determined in accordance with the above (c), theCompany will pay the amount of cash decided in accordance with the above (b).
(3) Calculation methods to determine the number of the Company’s common shares and cash
amount to be provided to each Participant
The Company will calculate the number of the Company’s common shares and cash amountto be provided to each Participant using the following formula.
(a) Number of the Company’s common shares provided to each Participant(Basic amount (*1)÷stock price at the time of grant (*2)) x 50%
Fractions less than 100 shares resulting from the calculation will be rounded up to 100
shares.
(b) Cash paid to each Participant{(Basic amount (*1)÷stock price at the time of grant (*2)) - No. of the Company’scommon shares calculated in the above (a)} x Stock price at the time of issue (*3)
Fractions less than 1 yen resulting from the calculation will be rounded up to 1 yen.
*1 The basic amount for each Participant is decided at the Company’s Board of
Directors Meeting in accordance with the responsibilities of each Participant.
*2 The stock price at the time of grant is the average of closing stock prices of theCompany’s common shares in Tokyo Stock Exchange, Inc. over the 1 month period
preceding the AGM, counting from the day before the AGM.
*3 The stock prices at the time of issue shall be the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before thedate of the resolution of the Company’s Board of Directors Meeting on issuance anddisposal of the shares provided under the RSU (if transaction is not completed on thesame day, the closing price of the most recent trading day before that).
The total amount of the above (2) (c) monetary compensation receivables and above (2)(d) cash shall be limited to a maximum of 200,000 shares of the Company’s commonshares per year multiplied by the stock price at the time of issue. However, if the total
number of shares issued by the Company increases/decreases after the date of resolutionof this agenda item due to reverse share split, share split, allocation of shares without
contribution etc., the total amount of the monetary compensation receivables and cash to
be provided to the Participants and the number of the Company’s common sharesprovided to the Participants will be reasonably adjusted according to the percentage ofsuch increase or decrease.
(4) Conditions for providing the Company’s common shares to the Participants
Under the RSU, the Company’s common shares and cash will be provided to the Participants
if the following conditions are met after the Applicable Term ends.
(a) Continuously served as a director or executive officer of the Company or any of its- 16 -

subsidiaries throughout the Applicable Term(b) No illegal acts, as defined by the Company’s Board of Directors Meeting, were conducted(c) Other conditions that are determined by the Company’s Board of Directors Meeting asnecessary to achieve the objectives of the RSU are met
The Company’s common shares will be provided to the Participants through the issuanceof shares or the disposal of treasury stock. The Participants who will receive these commonshares and the subscription requirements for such issuance of the shares or disposal of treasury
stock will be decided by the Company’s Board of Directors Meeting after the Applicable Term.
(5) Treatment in the case of resignation
Should a Participant lose his/her position as a director or executive officer of the Company
or any of its subsidiaries during the Applicable Term only due to a certain reason which has
been determined by the Company’s Board of Directors Meeting in advance, such Participants
will be provided with the Company’s common shares and cash prorated based on a reasonable
method prescribed by the Company’s Board of Directors Meeting for each Participant’s termof office during the Applicable Term up to such resignation.
END- 17 -

<Reference>
Introduction of a stock-based compensation system for the executive officers of theCompany and its subsidiaries
The Company is planning to introduce an equivalent stock-based compensation system as
described in this agenda item for the executive officers of the Company and its subsidiaries, on
the condition that the agenda item will be approved.
Outline of the compensation system to be introduced for the Executive Directors andexecutive officers in the case that this agenda item is approved Basic policy on compensation
 Compensation level and structure that enable hiring and retaining high-quality
talents from the perspective of diverse nationalities and experiences.
 Compensation composition ratio emphasizing performance-linked compensation,
resulting in providing sufficient incentives for profitable growth.
 Introduce the system to further improve mid- to long-term corporate value, andreinforce alignment of interests with the shareholders.

- 18 -

Monthly payment of an amountdetermined based on responsibilities.

Retirement payments

10% of annual base salary is retained andpaid upon their retirement. If thesignificant damage has caused to the
CCBJH Group or been subjected to
disciplinary action, this payment may be
reduced or withheld altogether.

Fixed compensation

 Compensation structure
Base salary

Annual bonus

Variable compensation

Long-term incentives

Provided as an incentive for achieving
performance targets for each fiscal year.
The standard amount is set in the range of
35% to 75% of base salary, depending on
their responsibilities.
The amount of payment varies in the range
of 0% to 225% of the standard amount
depending on the achievement of
performance targets in each fiscal year(companywide performance and individual
evaluations).
Business income, sales volume, and net
sales have been adopted as measures forevaluating companywide performance.
Two types of stock-based compensation
systems, (1) PSU and (2) RSU, are adopted
as long-term incentives.
The standard amount of all long-term
incentives (PSU + RSU) is set in the rangeof 40% to 100% of base salary based on
the responsibilities. 80% of this standard
amount is set as the standard PSU amount,and 20% is set as the standard RSU
amount.
With regard to (2) RSU, additional grants
for the purpose of retention may be madein addition to the above-mentioned
standard RSU amount up to thecompensation limit detailed on the right if
deemed necessary by the Audit andSupervisory Committee.

- 19 -

Maximum 850
million yen per
year(In cases where
the Audit andSupervisory
Committee hasdeliberated anddeemed itnecessary,
payments within
850 million yen
may be made forhousing
allowances, etc.)

Compensation
limit
Maximum
amount of
200,000 shares
per year
multiplied by themarket value atthe time of issue

(1) PSU(Performance
Share Units)

Variable compensation

(2) RSU(Restricted Stock
Units)



Provided as an incentive for achieving mid
to long term performance targets.
The number of shares to be issued shall be
determined within the range of 0% to150% of the standard PSU amount
depending on the achievement of
performance targets (only considering
companywide performance) over the three
years after the share units have been
granted (half of the shares to be issued
shall be paid in cash for the purpose of
allocating funds for the payment of tax
obligations).
Consolidated ROE and growth rate of
consolidated net sales are used as measuresof performance.
Provided for the purpose of aligninginterests with shareholders, creating
incentives to increase corporate value, andstrengthening retention of talented people.
Issued three years after shares have been
granted (half of the shares to be issued
shall be paid in cash for the purpose of
allocating funds for the payment of tax
obligations).

 Process for determining compensation
Compensation for the Company’s Executive Directors shall be deliberated by the Audit andSupervisory Committee, which consists exclusively of Outside Directors, in order to enhance thetransparency and objectivity of the compensation determination procedure, and be decided by the
resolution of the Company’s Board of Directors Meeting within the total amount determined by
the resolution of the General Meeting of Shareholders. Compensation for executive officers shallalso be determined through deliberations by the Audit and Supervisory Committee.
 Compensation level
Compensation is decided according to the responsibilities by utilizing data from compensation
surveys performed by external research organizations and taking into account the level ofcompensation provided at companies such as domestic and overseas companies of similar scalein similar industries with the intent to provide a level of compensation that enables recruitment
and retention of talented people who are highly diverse in terms of nationality, experience, etc.

- 20 -

Image of compensation structure (in case of Representative Director & President)

Guidelines and procedures for determining compensation for Directors serving on the Audit
and Supervisory Committee and Outside Directors not serving on the Audit andSupervisory Committee
Compensation for Directors serving on the Audit and Supervisory Committee and Outside
Directors not serving on the Audit and Supervisory Committee consists of only base salary, taking
into account their roles in managerial supervision and audit. Compensation levels are set
according to the responsibilities of the Director by utilizing data from compensation surveys
performed by external research organizations and taking into account the level of compensation
provided at domestic companies of similar scale.
Compensation for Directors serving on the Audit and Supervisory Committee will be
determined through discussion among the Directors serving on the Audit and Supervisory
Committee within the total amount decided by the resolution of the General Meeting of
Shareholders. Compensation for Outside Directors not serving on the Audit and Supervisory
Committee will be discussed by the Audit and Supervisory Committee and determined by the
resolution of the Company’s Board of Directors Meeting within the total amount decided by the
resolution of the General Meeting of Shareholders.
END- 21 -

(Attachment)

Business Report(From January 1 to December 31, 2019)
1. Current Status of the Coca-Cola Bottlers Japan Group(1) Business Progress and Results
Coca-Cola Bottlers Japan Holdings Inc. (“CCBJH” or the “Company”) announced theresults of the fiscal year ending on December 31, 2019 (January 1, 2019 to December
31, 2019). In this fiscal year, total non-alcoholic ready-to-drink (NARTD) beverageindustry volume performance is estimated to be slightly negative versus prior year
mainly due to cycling of strong demand driven by hot summer weather last year as well
as longer rainy and cool weather in July. The health food and cosmetics industries
continue to grow, driven by demand from health-conscious consumers and inboundtourism, while the competitive environment has been marked by successive productlaunches by various industry players.
For CCBJH, 2019 has been a transition year focused on recovery from the flooding
damage and disruption to product supply in 2018 and building a solid foundation for
future growth. We have been making major investments to recover our supply networkand progressively expand production capacity, and will continue to do so through second
quarter 2020. We were the first in the beverage industry to announce and implement awholesale price increase for large PET products in April, the first time in 27 years, as animportant initiative toward achieving more balanced volume and revenue growth
We developed and announced a new five-year strategic business plan in August 2019with targets for both Business Income margin and ROE in 2024 of 5 to 6%. The new
five-year strategic business plan includes focused investments to reignite sales growth
in close collaboration with Coca-Cola (Japan) Company, Limited as well as fundamental
transformation to drive cost savings. Over the course of the five-year plan, we expect
net cost savings of approximately 35 billion yen, representing ongoing savings initiatives
and incremental programs focused on transforming our vending channel operations,evolving our frontline salesforce capabilities and identifying opportunities acrossprocurement and our supply chain.
Our full-year results were impacted by a decline of topline revenue due to lower
beverage business sales volume, reflecting supply constraints of higher-growth aseptic
PET products and continued lower manufacturing efficiencies and elevated logistics anddistribution expenses as we recover our supply and distribution infrastructure after theflooding in 2018. Business income for our core beverage business was ahead of the plan

- 22 -

we announced in May 2019, offset by weaker performance in the health and skincare
segment. Consolidated year-to-date results also reflect impairment of goodwill recordedin the second quarter.
<Highlights>
・Full-year NARTD beverage volume declined 2%, reflecting unseasonably cooland rainy weather in July and the wholesale price increase in April, recovering
to 1% growth in the fourth quarter (October to December). Full-year beveragebusiness revenue declined 1% and grew 1% in the fourth quarter.

・ Beverage business market share improved, with value share growth ahead ofvolume share in the fourth quarter led by coffee, non-sugar tea and sports
category performance. Premium-priced new products contributed to value share
growth・Business Income (BI) was substantially in-line with the full-year plan announced
in May 2019 led by ahead-of-plan core beverage performance despite
underachievement of the health care & skin care business. Full-year Business
Income decreased 35% versus prior year as we continue to recover from the
supply disruption of 2018

・

Full-year operating loss of 55 billion yen reflects the goodwill impairment
recorded in the second-quarter.

・Continued investment for recovery of supply network, expanding production
capacity and improving infrastructure. Capital investments of close to 90 billion
yen in 2019, with three new manufacturing lines and two new automatedwarehouses, as well as completion of company-wide deployment of a new ERP
system, “CokeOne”.

・

Major transformational initiatives ongoing. Announced new organizational
structure aligned with the strategic business plan and grounded in new corporate
mission, vision and value statement. Executing transformation in vending
business and investing in people capability development to achieve sustainablegrowth.

Full-year 2019 net revenue was 914.8 billion yen, a decrease of 12.5 billion yen, or
1.4% compared to the prior-year period. Net revenue of the beverage business decreased
9.9 billion yen (1.1%) versus the prior-year period, to 890 billion yen, reflecting a 2%
volume decline offset by improved price/mix from the wholesale price increase of large
PET packages in April and the national launch of Lemon dou “chu-hi” alcohol beverage- 23 -

in the fourth quarter. Net revenue of the healthcare & skincare business declined 2.7
billion yen (9.7%) year-on-year to 24.8 billion yen, reflecting continued weakness ofmail/web order sales with some recovery in the fourth quarter due to new productlaunches and marketing activities.
Full-year business income, an indicator of our recurring business performance, was15.0 billion yen, a decrease of 8.2 billion, or 35.4% year-on-year, and substantially inline with full-year expectations. Business income of the core beverage business was 11.4
billion yen (down 6.5 billion yen or 36.2% year-on-year), which was slightly above therevised plan target announced in May driven by tight control of expenses. The beveragebusiness performance reflects weaker topline revenue due to the sales volume decline of
2% and continued lower manufacturing efficiencies and elevated logistics anddistribution expenses this year as we recover and expand supply capacity after the
disruption in the second half of 2018.

Partly offsetting this pressure, we achieved laborsavings as a result of integrating retirement benefit programs in the first quarter andcompleting a voluntary employee retirement program in the second quarter. Promotional
expenses in the period were also lower, in line with volume performance.

Business

income in the healthcare & skincare business was 3.6 billion yen, a decrease of 1.7
billion yen or 32.7% year-on-year, reflecting lower revenues while we continue to focus
on promotional expense control and other cost savings opportunities.
We reported a consolidated operating loss for the fiscal year of 55.4 billion yen (14.7
billion yen operating income in prior year period), mainly driven by the impairment of
goodwill recorded in the second quarter. As a reference, other expenses (non-recurring)in the prior-year period include loss on disaster of 8.9 billion yen from the flooding
damage in our Hongo Plant in Mihara-city, Hiroshima Prefecture in July 2018. Other
expenses (non-recurring) in 2019 include 9.2 billion yen of special retirement allowanceand 655 million yen of transformation-related expenses to drive fundamental
transformation of our business for sustainable growth, further value creation andefficiency improvement following our newly developed strategic business planannounced in August 2019
Net income attributable to owners of parent was a loss of 58.0 billion yen (10.1 billion
yen in the prior-year period).

- 24 -

<Reference>
We report “Business Income” as a measure of our underlying or recurring businessperformance after the adoption of IFRS. Business Income deducts cost of sales andSG&A from net sales, and includes other income and expenses which we believe are not
one-time in nature. The correspondence between Business Income and Operating
Income (Loss) is as follows.
FY2018FY2019(MM yen)452,151

441,060

Selling and general administrative expenses(MM yen)426,195

423,685

Other income (recurring)(MM yen)

1,635

1,083

Other expenses (recurring)(MM yen)

4,310

3,459

(MM yen)(5)43(MM yen)23,276

15,042－

61,859Gross profit

Share of income (loss) of entities accounted forusing equity method
Business income
Impairment losses of goodwill
Other income (non-recurring)(MM yen)

481

3,045

Other expenses (non-recurring)(MM yen)

9,075

11,617(MM yen)

14,682(55,389)

Operating income(loss)(2) Status of Capital Investment
Total capital investment undertaken during this consolidated fiscal year amounted to103.9 billion yen, which was mainly undertaken for the following elements, all of whichwere related to the beverage business:a. Acquisition of vending machines, coolers and other sales equipmentb.

Acquisition of equipment for improvement of manufacturing efficiency andcorrespondence of new products

The capital expenditure undertaken for each segment during this fiscal year was 102.7
billion yen for the beverage business and 1.2 billion yen for the healthcare & skincare
business.

- 25 -

(3)Financing
During the consolidated fiscal year under review, the Company issued bonds asfollows, raising a total of 150 billion yen.
Due date for(MM yen)redemption

Name of bond

CCBJH

1st unsecured bondSeptember 19,2019

40,000 September 19,2024

CCBJH

2nd unsecured bondSeptember 19,2019

60,000 September 18,2026

CCBJH

3rd unsecured bondSeptember 19,2019

50,000 September 19,2029(4)

Date of issue

Issue amount

NameTrend of Assets and Earnings
FY2016Item

FY2017FY2018FY2019

JGAPP

JGAPP

IFRS

IFRS

IFRS

Net sales(MM yen)460,455

872,623

837,069

927,307914,783

Business income(MM yen)－－40,177

23,276

15,042

Operating income(loss)(MM yen)

21,14340,57937,594

14,682(55,389)

Recurring income(MM yen)

20,60239,859－－－(MM yen)

5,245

25,244

21,967

10,117(57,952)

(yen)

48.05

144.26125.5352.68(322.22)(MM yen)377,468

883,918

929,304

877,472

952,444(MM yen)261,173

627,485

654,611

580,448505,999

2,389.28

3,070.01

3,204.90

3,163.63

2,821.27

Income attributable toowners of the parent (loss)
Earnings(loss) per share
Total assets
Equity attributable toparent owners

Equity attributable to parent
owners per share(yen)

Notes:
1.

Starting in fiscal year 2018, the company has prepared consolidated financial statements based on the"International Financial Reporting Standards (IFRS)” instead of the "Japanese GAAP (JGAAP)” in the past.

2.

The name of each item is presented based on the terminology according to IFRS. In the terminology according to
JGAAP, “net sales,” “Income(loss) attributable to owners of the parent,” “ earnings(loss) per share,” “total assets,”“equity attributable to parent owners,” and “equity attributable to parent owners per share” are presented as “netsales,” “income attributable to owners of the parent,” “net income(loss) per share,” “total assets,” “net assets,” and“net assets per share” respectively.

3.

Earnings(loss) per share is calculated based on the average number of shares issued during the year while equity
attributable to parent owners per share are calculated based on the total number of shares issued as of the end of
the fiscal year (excluding treasury shares).

4.

The figures for fiscal year 2017 are inclusive of the fluctuations caused by the share exchange with Coca–Cola
East Japan Co., Ltd., which was carried out as of April 1, 2017.

- 26 -

(5) Issues to be addressed
In 2020, we expect the overall Japan non alcoholic ready-to-drink (NARTD) beverage
market volume to be flat versus 2019, cycling lower demand due to the cool and rainy
summer weather in 2019 and the large PET wholesale price increase.
Under these circumstances, and reflecting the mid-term business plan’s guiding
principle that “business as usual is not an option”, CCBJH is executing a transformationof our cost structure, including in the important vending channel and back-office routines,
and increasing front-facing investments for growth in such areas as production capacity,
space-to-sell and people development, and we will continue to drive fundamental
business change to return to a sustainable growth trajectory.
In the beverage business segment, in order to grow together as one “Coca-Cola System”
in Japan, we will work closely with Coca-Cola (Japan) Company, Ltd. with aligned
investment plans and more focused innovation on “fewer, bigger bets” to drive revenue
growth. And we will continue to transform the Commercial organization to realize bestin-class customer management, starting with a new organizational structure in January
2020 in order to strengthen customer relationships and sales execution. Regarding thevending channel, we aim to deliver sustainable growth by expanding the operational
process reengineering we started in the Kinki region in 2019. In addition, together with
The Coca-Cola Company as a world-wide partner, we will leverage the excitement of
the Tokyo Olympic and Paralympic games held in Japan for the first time in 56 years,
and we will implement comprehensive marketing campaigns to activate the market.
Finally, the national launch of the Lemon-dou alcohol brand is performing well, and wewill continue to expand our presence in this new beverage category.
Regarding our manufacturing capacity and efforts to optimize our logistics anddistribution network, which are key elements of our growth plan, we will commission
four new production lines in 2020, including the new Hiroshima plant, and we continue
to build out the Project Shinsei logistics and distribution infrastructure, including
optimization of sales centers and construction of automated warehouses and a new mega
distribution center in Saitama Prefecture.

We will also expand the transformation of

our back office operations into what we call centers of excellence and centers of scale,including outsourcing of transactional processing where feasible. Our initiatives include
people strategies aligned with our new Mission, Vision and Values as well as initiatives
for ESG goals for creating shared value including World Without Waste, our 2030
Package Vision for the Coca-Cola system in Japan.

- 27 -

In the health food and cosmetic business, we expect continued market growth, butwith intensified competition as more players seek to participate in this growing market
segment. Under these circumstances, we will activate the existing main products andrecent new launches with effective marketing and advertising, including expanding tointernet sales and focusing on action to expand our customer base. Also, we will continue
to make efforts in product development and marketing capabilities to ensure a pipelineof relevant products that meet consumers’ changing needs.
(6) Status of Significant Subsidiaries (As of December 31, 2019)
Names

Paid-in
Capital
Unit: MM yen

Percentage of
Voting Rights

Main Businesses

Unit: %

Coca-Cola Bottlers Japan Inc.

100

100.0

FV Japan Co., Ltd.

100

100.0

Coca-Cola Bottlers Japan Vending Inc.
Coca-Cola Bottlers Japan Business Services
Inc.

80

100.0

80

100.0

Q’SAI CO., LTD.

350

100.0

Manufacture and sales of beverage andfood products
Sales of beverage and food products
Operation of vending machines
Outsourcing of office work related tosales of beverage and food products
Manufacture and sales of health food, andcosmetics and their related products

Notes:
1.
2.

The percentage of voting rights includes the portion of indirect holdings via subsidiaries
The status of the Specified Wholly Owned Subsidiary of the Company is as follows as of the last day of this fiscal
year:
Name of Specified Wholly Owned Subsidiary
Address of Specified Wholly Owned SubsidiaryBook value of shares of Specified Wholly Owned
Subsidiary of the Company or Wholly Owned
Subsidiary thereof

Coca-Cola Bottlers Japan Inc.
9-7-1, Akasaka, Minato-ku, Tokyo

Total assets of the Company

549,683 million yen- 28 -

342,561 million yen

2. Current Status of the Company(1) Status of Shares (As of December 31, 2019)a. Total number of authorized shares: 500,000 thousandb. Total number of issued shares (excluding 26,917 thousand treasury shares): 179,351
thousandc. Number of shareholders: 69,533
d. Major shareholders (top 10)
Names of shareholders

Coca-Cola (Japan) Co., Ltd.

Number of shares held

Ratio of shareholding(Unit: thousand)(Unit: %)27,956

15.6

7,460

4.2

Ichimura Foundation for New Technology

5,295

3.0

STATE STREET BANK AND TRUST COMPANY

4,725

2.6

Satsuma Shuzo Co., Ltd.

4,699

2.6

Senshusha Co., Ltd.

4,088

2.3

Coca-Cola Holdings West Japan Inc.

4,075

2.3

Mitsubishi Heavy Industries Machinery Systems, Ltd.

3,912

2.2

Japan Trustee Services Bank, Ltd. (Trust Account)

3,747

2.1

MCA Holdings Co., Ltd.

3,408

1.9

The Master Trust Bank of Japan, Ltd. (Trust
Account)

505225

Note: The treasury shares (26,917 thousand shares) are excluded from the list above and from the calculation ofratio of shareholding.

- 29 -

(2) Status of the Company’s Officers
a. Status of Directors (As of December 31, 2019)
Position
Representative
Director

Name
Calin Dragan

Representative
Director

Bjorn Ivar Ulgenes

Director

Tamio Yoshimatsu

Director
Director

Hiroshi Yoshioka
Hiroko Wada

Director (Audit &Supervisory
Committee Member)
Director (Audit &Supervisory
Committee Member)

Irial Finan

Director (Audit &Supervisory
Committee Member)
Director (Audit &Supervisory
Committee Member)

Areas of responsibility and important concurrent positions
President
Representative Director & President, Coca-Cola Bottlers Japan Inc.
Vice President and Chief Financial Officer (Head of Finance)
Representative Director of Coca-Cola Bottlers Japan Inc.
Vice President and Chief Financial Officer (Head of Finance)
Representative Director & Chairman of Q'SAI Co., Ltd.
Chairman
Outside Director, Nishi-Nippon Railroad Co., Ltd.
Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation
Director, Coca-Cola European Partners Plc
Director, Smurfit Kappa Group Plc

Jennifer Mann

Senior Vice President and President of Global Ventures,
The Coca-Cola Company

Celso Guiotoko

Executive Officer and Global Chief Digital Officer, Nishimoto Co., Ltd.

Nami Hamada

Director, Ecoplexus Japan K.K.
Chief Operating Officer, Vesper Group Japan K.K.

Notes:
1.

Transfers of Directors during the fiscal year under review were as follows:(1) Vikas Tiku, Yasunori Koga and Costel Mandrea have retired from the post of Directors effective from theconclusion of the FY2018 Ordinary General Meeting of Shareholders held on March 26, 2019.
(2) Tadanori Taguchi has resigned from the post of Director (Audit & Supervisory Committee Member), andZenji Miura and John Murphy have resigned from the post of Director (Audit & Supervisory Committee
Member) effective from the conclusion of the FY2018 Ordinary General Meeting of Shareholders held on
March 26, 2019.
(3) Calin Dragan, Bjorn Ivar Ulgenes and Hiroko Wada were newly elected and assumed office as Directors at
the FY2018 Ordinary General Meeting of Shareholders held on March 26, 2019.
(4) Jennifer Mann, Celso Guiotoko and Nami Hamada were newly elected and assumed office as Directors (Audit& Supervisory Committee Members) at the FY2018 Ordinary General Meeting of Shareholders held on
March 26, 2019.

2.

Directors Hiroshi Yoshioka and Hiroko Wada, and Directors (Audit & Supervisory Committee Members) Irial
Finan, Jennifer Mann, Celso Guiotoko and Nami Hamada are Outside Directors.

3.

Directors Hiroshi Yoshioka and Hiroko Wada, and Directors (Audit & Supervisory Committee Members) Celso
Guiotoko and Nami Hamada have been notified to the Tokyo Stock Exchange and the Fukuoka Stock Exchange,on which the Company is listed, as "Independent Officers" as defined in the rules, etc. of each exchange.

4.

Director (Audit & Supervisory Committee Member) Nami Hamada has accumulated a wealth of experience infinance and accounting by running her own financial consulting company, and is therefore highly knowledgeable
about finance and accounting.

- 30 -

5.

Thanks to the organizational audits carried out through an internal control system under the lead of the Audit &Supervisory Committee, the Company does not need to appoint full-timers, and has therefore not appointed any
full-time members to the Audit & Supervisory Committee.

b. Outline of Limited Liability Agreements
In its Articles of Incorporation, the Company has established provisions concerning
limited liability agreements with Directors (excluding those who are not Executive
Directors, etc.) in order to ensure that Directors (excluding those who are not Executive
Directors, etc.) can demonstrate the roles expected of them and the Company can invite
and select competent persons as Directors (including, not limited to, Outside Directors).
The Company has entered into limited liability agreements with Directors, Hiroshi
Yoshioka, Hiroko Wada, Irial Finan, Jennifer Mann, Celso Guiotoko, and Nami Hamada
to limit their liability for damages in the event that he/she fails to perform his/her duties
stipulated in Article 427, Paragraph 1 of the Companies Act. The limit of liability in theAgreement shall be equal to the minimum liability limit stipulated by laws andordinances.
c. Total Amount of Remuneration to Directors for this Fiscal Year

Positions

Number of
persons
remunerated

Types of remuneration
Basic
remuneration

Directors(of which Outside
Directors)

8(2)

436 million yen(23 million yen)

Directors (Audit &Supervisory Committee
Members)(of which Outside
Directors)

7(6)

71 million yen(62 million yen)

Total(of which Outside
Officers)

15(8)508 million yen(85 million yen)

Performancelinked stock-based
incentivecompensation

BonusesTotal
remuneration

Remarks

96 million yen 50 million yen 582 million yen(Note)1,2,3(–)(–) (23 million yen)
–
(–)

–
(–)

71 million yen(Note)1,3(62 million yen)

96 million yen 50 million yen 653 million yen(–)(–) (85 million yen)

Notes:
1.

According to the resolution that was adopted at the FY2016 Ordinary General Meeting of Shareholders held on
March 22, 2017, the upper limit of the remuneration payable to Directors (excluding those who are not Audit &Supervisory Committee members) is 750 million yen per year (of which 50 million yen per year is the upper limit
for Outside Directors). According to the resolution that was adopted at the FY2015 Ordinary General Meeting of
Shareholders held on March 23, 2016, the upper limit of the remuneration payable to Directors serving on the
Audit & Supervisory Committee is 100 million yen per year.

2.

At the FY2017 Ordinary General Meeting of Shareholders held on March 27, 2018, as a reward for the four
directors with executive authority over operations, was approved as compensation based on the performancelinked stock compensation plan within the range of the remuneration limit of the directors (Excluding Directors
serving on the Audit & Supervisory Committee).

3.

Above includes three Directors who retired at the conclusion of the FY2018 Ordinary General Meeting of- 31 -

Shareholders held on March 26, 2019, and three Directors (Audit & Supervisory Committee Members) (including
two Outside Directors).

d. Matters relating to Outside Officers(a) Positions held concurrently as Directors with executive authority over operations, etc. at othercorporations, etc. and Outside Officers, etc. at other corporations, etc. (As of December 31,
2019)
Position

Name

Important concurrent positions

Outside Director
Outside Director

Hiroshi Yoshioka
Hiroko Wada

Outside Director(Audit & Supervisory
Committee Member)

Irial Finan

Outside Director(Audit & Supervisory
Committee Member)
Outside Director(Audit & Supervisory
Committee Member)
Outside Director(Audit & Supervisory
Committee Member)

Jennifer Mann

Senior Vice President and President of Global Ventures,
The Coca-Cola Company

Celso Guiotoko

Executive Officer and Global Chief Digital Officer, Nishimoto Co., Ltd.

Nami Hamada

Director, Ecoplexus Japan K.K.
Chief Operating Officer, Vesper Group Japan K.K.

Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation
Director, Coca-Cola European Partners Plc
Director, Smurfit Kappa Group Plc
Director, Fortune Brands Home & Security, Inc

Note: The Company’s relationships with other corporations where the Company’s Outside Officers serve concurrently
as Directors with executive authority over operations, etc. are as follows:(1) There is no business relationship to be disclosed between the Company and Office WaDa.
(2) There is no business relationship to be disclosed between the Company and Shimadzu Corporation.
(3) There is no business relationship to be disclosed between the Company and Unicharm Corporation.
(4) There is no business relationship to be disclosed between the Company and Coca-Cola European Partners
Plc.
(5) There is no business relationship to be disclosed between the Company and Smurfit Kappa Group Plc.
(6) There is no business relationship to be disclosed between the Company and Fortune Brands Home & Security,
Inc.
(7) The Coca-Cola Company is classified under the Company’s “Other affiliates”, and the Company has
concluded agreements with The Coca-Cola Company regarding the manufacture and sale of Coca-Cola, etc.
and the use of trademarks, etc.
(8) There is no business relationship to be disclosed between the Company and Nishimoto Co., Ltd.
(9) There is no business relationship to be disclosed between the Company and Ecoplexus Japan K.K.
(10) There is no business relationship to be disclosed between the Company and Vesper Group Japan K.K- 32 -

(b) Main activities during the fiscal year under review
Position

Name

Outside Director

Hiroshi Yoshioka

Outside Director

Hiroko Wada

Outside Director(Audit & Supervisory
Committee Member)

Irial Finan

Outside Director(Audit & Supervisory
Committee Member)

Jennifer Mann

Outside Director(Audit & Supervisory
Committee Member)

Celso Guiotoko

Outside Director(Audit & Supervisory
Committee Member)

Nami Hamada

Main activities
He attended all the 8 Board of Directors’ meetings held during the fiscal
year under review and provided advice as appropriate based on his
extensive experience and insights primarily in corporate management.
She attended all the 6 Board of Directors’ meetings held during the fiscal
year under review after she assumed Director of the Company andprovided advice as appropriate based on her extensive experience andinsights primarily in corporate management.
He attended all the 8 Board of Directors’ meetings and 8 Audit &Supervisory Committee’s meetings held during the fiscal year underreview and provided advice as appropriate based on his extensive
experience and insights primarily in corporate management.
She attended all the 6 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview after she assumed Director of the company (Audit & Supervisory
Committee Member) and provided advice as appropriate primarily on
corporate management based on her extensive experience and insights.
He attended all the 6 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview after he assumed Director (Audit & Supervisory Committee
Member) of the Company and provided advice as appropriate based on
his extensive experience and insights primarily in corporate management.
She attended all the 6 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview after she assumed Director (Audit & Supervisory Committee
Member) of the Company and provided advice as appropriate based onher extensive experience and insights primarily in corporate management
finance and accounting.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~(Note: Amounts, number of shares and ratios in the business report are rounded off to the nearest unit.)- 33 -

Consolidated Statement of Financial Position
As of December 31, 2019

Millions of yen
AssetsCurrent assets:
Cash and cash equivalents

113,825

Trade and other receivables

98,528Inventories

74,120

Other financial assets

752

Other current assets

17,587

Total current assets

304,812

Non-current assets:
Property, plant and equipment

467,136

Right-of-use assets

39,629Goodwill

27,021Intangible assets

67,123

Investments accounted for using the equity method

310

Other financial assets

33,499Deferred tax assets

6,093

Other non-current assets

6,820

Total non-current assets

647,632
952,444

Total assets

Note: Amounts less than one million yen are rounded.

- 34 -

Consolidated Statement of Financial Position
As of December 31, 2019

Millions of yen
Liabilities and equity
Liabilities
Current liabilities:
Trade and other payables

122,364

Bonds and debts

17,261

Lease liabilities

6,634

Other financial liabilities

916

Income taxes payable

1,104
20

Provisions
Other current liabilities

19,886

Total current liabilities

168,186

Non-current liabilities:
Bonds and debts

188,487

Lease liabilities

34,138

Obligations for retirement pay

24,908Provisions

2,104

Deferred tax liabilities

24,876

Other non-current liabilities

3,254

Total non-current liabilities

277,767
445,953

Total liabilities
Equity:Capital stock

15,232

Capital surplus

450,526

Retained earnings

121,372

Treasury shares(85,649)

Accumulated other comprehensive income

4,517

Equity attributable to owners of the parent (total)

505,999492

Non-controlling interests

506,491

Total equity

952,444

Total liabilities and equity

Note: Amounts less than one million yen are rounded.

- 35 -

Consolidated Statement of Income

For the fiscal year ended December 31, 2019
Millions of yen
Net sales

914,783

Cost of sales

473,723
441,060

Gross profit
Selling and general administrative expenses

423,685

Impairment losses of goodwill

61,859Other income

4,127

Other expenses

15,076

Share of income (loss) of entities accounted for using equity method

43(55,389)

Operating income(loss)
Financial revenue

1,145

Finance costs

1,175(55,419)

Income(loss) for the year before income tax

2,476

Income tax expense(57,895)

Net income(loss) for the year

Net income(loss) for the year attributable to:(57,952)

Owners of the parent

56

Non-controlling interests
Note: Amounts less than one million yen are rounded.

- 36 -

Non-consolidated Balance Sheet
As of December 31, 2019

Millions of yen
AssetsCurrent assets:
Cash and deposits
Prepaid expenses
Accrued income
Other current assets
Total current assets

94,50447
315
3,895
98,760

Fixed assets:
Property, plant and equipment:
Buildings
Structures
Tools, instruments and fixtures
Land
Total property, plant and equipment

18,4361,274
23
51,32971,061Intangible assets:
Leasehold right
SoftwareTotal intangible assets

27
3
30

Investments and other assets:
Investment securities
Deferred tax assets
Other assets
Total investments and other assets
Total fixed assets

379,043245
543
379,831450,922

Total assets

549,683

Note: Amounts less than one million yen are rounded.

- 37 -

Non-consolidated Balance Sheet
As of December 31, 2019

Millions of yen
Liabilities
Current liabilities:
Bonds due within one year
Other accounts payable
Accrued expenses
Money entrusted
Allowance for bonuses
Allowance for officers’ bonuses
Other current liabilities
Total current liabilities

16,000448
1120,522896247
37,332Long-term liabilities:
Bonds payable
Assets retirement obligation
Provision for performance-linked compensation
Other long-term liabilities
Total long-term liabilities

180,000
1,013
64
135
181,211

Total liabilities

218,543

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
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Treasury stock (at cost)
Total shareholders’ equity

15,232
108,167
158,784
266,951
3,317
761
110,388
20,140131,289
134,606(85,649)
331,139

Total net assets

331,139

Total liabilities and net assets

549,683

Note: Amounts less than one million yen are rounded.

- 38 -

Non-consolidated Statement of Income

For the fiscal year ended December 31, 2019
Millions of yen
Net revenues
Operating expenses
Operating income

26,517
4,787
21,730Non-operating income:Interest and dividend received
Other non-operating income
Total non-operating income

5
26
31

Non-operating expenses:
Interest expenses
Bond issuance costs
Other expenses
Total non-operating expenses
Recurring income
Extraordinary profit:
Gain on sale of fixed assets
Total extraordinary profit
Extraordinary losses:
Impairment loss
Fixed asset procurement loss
Special retirement allowance
Total extraordinary losses
Income before income taxes
Income taxes
Income taxes deferred
Income

602
559
328
1,489
20,273
1,052
1,052
231
155
74
460
20,865114
49
20,702

Note: Amounts less than one million yen are rounded.

- 39 -

Independent Auditor’s ReportFebruary 20, 2020
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhiko Yamazaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, comprising the consolidated balance sheet,the consolidated statement of income, the consolidated statement of changes in net assets and therelated notes of Coca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2019 and for the year
from January 1, 2019 to December 31, 2019 in accordance with Article 444-4 of the Companies
Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.

- 40 -

Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our
audit as independent auditor. We conducted our audit in accordance with auditing standards
generally accepted in Japan. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entity’s preparation and fair presentation of the consolidated
financial statements in order to design audit procedures that are appropriate in the circumstances,while the objective of the financial statement audit is not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and the results of operations of Coca-Cola Bottlers Japan
Holdings, Inc. and its consolidated subsidiaries for the period, for which the consolidated financial
statements were prepared, in accordance with accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

- 41 -

Independent Auditor’s ReportFebruary 20, 2020
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhiko Yamazaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income,the statement of changes in net assets and the related notes, and the supplementary schedules ofCoca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2019 and for the year from January
1, 2019 to December 31, 2019 in accordance with Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements
and the supplementary schedules in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable thepreparation of financial statements and the supplementary schedules that are free from material
misstatement, whether due to fraud or error.

- 42 -

Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementaryschedules based on our audit as independent auditor. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements and the
supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements and the supplementary schedules. The procedures selected
depend on our judgment, including the assessment of the risks of material misstatement of thefinancial statements and the supplementary schedules, whether due to fraud or error. In making
those risk assessments, we consider internal control relevant to the entity’s preparation and fairpresentation of the financial statements and the supplementary schedules in order to design audit
procedures that are appropriate in the circumstances, while the objective of the financial statement
audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.
OpinionIn our opinion, the financial statements and the supplementary schedules referred to above present
fairly, in all material respects, the financial position and the results of operations of Coca-Cola
Bottlers Japan Holdings, Inc. for the period, for which the financial statements and the
supplementary schedules were prepared, in accordance with accounting principles generally
accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

- 43 -

Audit Report
We, as the Audit & Supervisory Committee （‟A&S Committee”） conducted audits relating to the
execution of duties by directors during FY 2019 business year from January 1, 2019 to December
31,2019, and hereby report the method of audits and results as follows.

1. Method of audits and the details
A&S Committee received regular reports from directors and employees on the content
of resolutions of the board of directors regarding matters prescribed in Paragraph 1 (i)(b) and (c) of Article 399-13 of the Companies Act and the status of building andoperation of the internal control system which had been developed based on the board
resolutions, requested further explanations as needed, explained its opinions andconducted audits as below:① A&S Committee members participated in important meetings in accordance with the audit
policy specified by the Committee in cooperation with the company’s internal control
department. A&S Committee received reports relating to the execution of duties by directors
from directors and employees, requested further explanations as needed, and examined theprocess and details of decision-making at important meetings, etc. as well as the status ofbusiness and assets. A&S Committee also received reports on the status of subsidiaries’
business as needed by communicating and exchanging information with directors, auditors,
etc. of the subsidiaries.
② A&S Committee examined the basic policies (specified according to Article 118 (iii)(a) of theCompanies Act) andthe special efforts (specified according to Article 118 (iii)(b) of theCompanies Act) described in the business reports in light of the status of deliberations at theboard of directors and other meetings.
③ A&S Committee members conducted audits to ensure that accounting auditors kept
independence and conducted appropriate accounting audits, while receiving reports on theexecution of duties by them and requesting further explanations as needed. In addition, A&S
Committee received notification by accounting auditors that they were developing a “structure
to secure appropriate execution of duties by directors” in accordance with the “quality control
standards relating to audits”, etc., and requested further explanations as needed.
Based on the above outlined method, we examined the business reports and their detailed
statements, the financial statements and their detailed statements, as well as the consolidated
financial statements relating to the business year in question.

- 44 -

2 . Audit Results(1) Result of Audit of Business Reports, etc.
① We acknowledge that the business reports and detailed statements correctly indicate thecompany’s situation in accordance with laws and regulations and the Articles of Incorporation.
② We do not acknowledge any improper acts relating to the directors’ execution of duties or any
significant facts that violate laws and regulations or the Articles of Incorporation③ We acknowledge that the details of resolutions of the board of directors relating to the internal
control system are appropriate. Furthermore, we do not acknowledge that there are any mattersto indicate regarding the details stated in business reports relating to such internal control
systems and the execution of duties by the directors. We also received reports from directors and
ERNST & YOUNG SHIN NIHON LLC that they acknowledged the internal control relating tofinancial reporting was valid as of preparation of this Audit Report.
④ We do not acknowledge that there are any matters to indicate regarding the basic policies
relating to control of the company described in the business reports. We acknowledge that the
special effort described in the business reports (specified according to Article 118 (iii) (b) of theCompanies Act) is consistent with the basic policies, does not harm the common interests ofshareholders of the company, and is not intended to maintain the position of officers of thecompany.
(2) Results of Audit of Financial Statements and Detailed Statements
We acknowledge that the method and results of the audit by ERNST & YOUNG SHIN NIHON LLC
are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the method and results of the audit by ERNST & YOUNG SHIN NIHON LLC
are appropriate.

- 45 -

February 21, 2020
Audit & Supervisory Committee, Coca-Cola Bottlers Japan Holdings Inc.
Audit & Supervisory Committee Member

Irial Finan

Audit & Supervisory Committee Member

Jennifer Mann

Audit & Supervisory Committee Member

Celso Guiotoko

Audit & Supervisory Committee Member

Nami Hamada(Note) Audit & Supervisory Committee Member Irial Finan, Audit & Supervisory Committee
Member Jennifer Mann, Audit & Supervisory Committee Member Celso Guiotoko and
Audit & Supervisory Committee Member Nami Hamada are External Auditors provided forin Article 2-15 and Article 331-6 of the Companies Act.

- 46 -