Securities code: 2579

NOTICE OF THE ORDINARY
GENERAL MEETING OF
SHAREHOLDERS
FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2022

Date
and
Time

10:00 a.m.,

March 28
(Tuesday), 2023
(Reception starts at
9:00 a.m.)

Venue

Ho-Oh-No-Ma(2F), Tokyo
Prince Hotel
3-3-1 Shibakoen,
Minato-ku, Tokyo,
Japan

Table Contents
Notice of the Ordinary General Meeting of Shareholders
4
for the Fiscal Year Ended December 31, 2022 
Reference Materials for General Meeting of Shareholders  6
Proposal No. 1 Appropriation of surplus
Proposal No. 2	Partial amendments to Articles ofIncorporation
Proposal No. 3	Election of five (5) Directors (excluding
Directors serving on the Audit andSupervisory Committee)
Proposal No. 4	Election of four (4) Directors serving on the
Audit and Supervisory Committee
Proposal No. 5	Determination of the Amount and Details of
the Long-Term Incentive (stock-based
compensation) System for Executive directors
Business Report 
28
65
Consolidated Financial Statements 
86Financial Statements 
94
Audit Report In light of the ongoing concerns over the spread of the novel
coronavirus disease (COVID-19), we ask you to exercise yourvoting rights either by writing or via the Internet.
We also ask for your cooperation in preventing infection
at the venue of the General Meeting of Shareholders,
where measures may be taken to prevent infection.

We have stopped giving souvenirs to shareholders
attending the General Meeting of Shareholders.
We would appreciate your understanding in this matter.

Corporate Philosophy

From the fiscal year ending December 31, 2020, the year-end “To Our Shareholders” will be integrated into the Notice of Convocation,and “To Our Shareholders” will be issued only for the interim period.
Please take advantage of our website, where you can obtain major IR information.

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

Coca-Cola Bottlers Japan IR

1

SearchDear Shareholders,Thank you for ongoing support and interest in our company.
We positioned 2022 as “The year of building a foundation for sustainable growth” to ensure business activities are focusedon profitability, as well as promote further transformation.
We have strived to grow sales volume and sales revenue by introducing new products, responding to changing consumer
needs and executing effective campaigns that capture opportunities from recovering traffic.
To respond to cost pressures and secure an earnings foundation for the future, despite the continued severe competitiveenvironment, we took decisive action and revised product prices ahead of the industry.
Also, we have built a supply chain that can flexibly respond to sudden demand change by revamping our Sales andOperations Planning process and leveraging our Saitama and Akashi Mega Distribution Centers.
These initiatives are producing results and have achieved profit improvement of about 20 billion yen in the areas that areunder our control. Such areas include volume growth, improved wholesale revenue per case through price revisions, costsavings through enhanced production, logistics efficiency and accelerated transformation. However, external factors such ascommodity prices, yen depreciation, and higher utility costs have had a significant impact on our business.
We are making steady progress towards our Environment, Society, and Governance (ESG) goals. As part of the Coca-Cola
System in Japan, we are strengthening efforts to achieve a zero-waste society through our “World Without Waste” initiative
using actions such as PET bottle horizontal recycling and establishing targets for reducing greenhouse gasses throughout our
entire value chain.
Our ESG targets, including these efforts, meant we have been selected as a constituent of leading ESG investment index“DJSI Asia Pacific” for the fifth consecutive year, as well as achieving the highest “A Score” rating in the “Climate Change
Survey” by CDP, the international environmental NPO.
We are confident that these accomplishments and the lessons learned are contributing to our business growth in the medium
to long term.
We will strive to achieve a sustainable business foundation by continuing to focus on profitability through measures such as
implementing additional price revisions, carrying out sales strategies that emphasize profitability
and investment efficiency, and promoting further reforms to achieve stable, low-cost operations.
We will continue to provide a high-quality supply of products while meeting thediversifying needs of our customers. We are leveraging the perspectives and ideas of ourdiverse employees, we will continue to move forward towards achieving sustainablegrowth and delivering happy moments to everyone while creating value.
Your continued support and guidance is greatly appreciated. We sincerely wish you
the best of health.

Calin Dragan
Representative Director & President2Consolidated Financial Highlights (IFRS)Sales Revenue

Business Loss (loss)

Operating Loss (loss)

807.4 billion yen(14.4) billion yen(11.5) billion yen

billion yen
900

785.8

807.4

600

300

billion yen
5billion yen
50(14.7)(14.4)

-5

-5

-10

-10

-15

-15

-20

-20

-25

0
FY2021

FY2022

Loss for the year attributable toowners of the parent (loss)

Dividend per Share(8.1) billion yen

50 yen

0

(2.5)

-2

50

-4

0
FY2022

40

Brands-8

FY2021

Number of
Brands
about

20

-10

Annual Sales
VolumeFY2022 actual40-6FY2022

million cases

50

(8.1)

FY2021

500

yen
60

billion yen
2(11.5)-25
FY2021

FY2022(21.0)

0

FY2021

FY2022*Business profit is a measure of the recurring performance of a business and is calculated bysubtracting cost of sales and selling, general and administrative expenses from revenue, andadding or subtracting other income and other expenses that are incurred on a recurring
basis.

3

Number of
Products
more than600
products

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

Securities code: 2579
March 10, 2023
(Start date of electronic provisioning measures: March 2, 2023)

NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
Dear Shareholder,
You are hereby notified of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31, 2022 of
Coca-Cola Bottlers Japan Holdings Inc. (the “Company”), which will be held as described hereunder.
The Company has adopted an electronic method of providing the Notice of Convocation of the Ordinary General Meeting of
Shareholders for the fiscal year 2022. For the convenience of shareholders, some of the items are provided by in writing, but the entire
items are posted on the following website as the “Notice of Convocation of the 2022 Ordinary General Meeting of Shareholders”.
The Company’s website ►https://www.ccbj-holdings.com/ir/stockholder/meeting.php
In addition to the above, the information is also available on the following website on the Internet
TSE website (TSE-listed company information service)►https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show*Please access the above TSE website, enter or search for name (company name) or securities code, and select “Basic Information” or“Documents for Public Inspection/PR Information” to confirm the information.

In light of the ongoing concerns over the spread of the novel coronavirus disease (COVID-19), we ask you to exercise your voting
rights either by writing or via the Internet. Exercise your voting rights in advance either by writing or via the Internet, please
review the Reference Materials for Ordinary General Meeting of Shareholders listed in the matters of Electronic Provisioning
Measures and exercise your voting rights by 5:45 p.m., March 27 (Monday), 2023.
Sincerely yours,

Calin Dragan

Representative Director & President

9-7-1 Akasaka, Minato-ku, Tokyo

Matters Related to the Exercise of Voting Rights in Writing or via the Internet
Exercise of voting rights via the Internet

Exercise of voting rights by mail (writing)
Please review the attached Reference Materials for
General Meeting of Shareholders and indicate your approvalor disapproval on the enclosed proxy voting form,
and post it without affixing a postage stamp.

Please exercise your voting rights by the deadline.

Vo ti ng d ea dl in e

Voting deadline

Votes must arrive by 5:45 p.m.,
March 27 (Monday), 2023

5:45 p.m.,
March 27 (Monday), 2023

If no indication of approval or disapproval is made on the voting form for a proposal, it will be treated as an indication of approval.
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 theInternet or both through personal computer and smartphone, etc., the last voting shall prevail.

4

MEETING AGENDA

1. Date and 10:00 a.m., March 28 (Tuesday), 2023 (Reception starts at 9:00 a.m.)Time
2. Venue Ho-Oh-No-Ma (2F), Tokyo Prince Hotel
3-3-1 Shibakoen, Minato-ku, Tokyo, Japan
1. Business report and consolidated financial statements for the fiscal
3. Agenda Items
year ended December 31, 2022 (January 1 to December 31, 2022);
to beand audit reports of consolidated financial statements byreported
Accounting Auditors and the Audit and Supervisory Committee
2. Non-consolidated financial statements for the fiscal year ended
December 31, 2022 (January 1 to December 31, 2022)
Proposal No. 1 Appropriation of surplus
Items
to be
Proposal No. 2 Partial amendments to Articles of Incorporation
proposed Proposal No. 3 Election of five (5) Directors (excluding Directors
serving on the Audit and Supervisory Committee)
Proposal No. 4 Election of four (4) Directors serving on the
Audit and Supervisory Committee
Proposal No. 5 Determination of the Amount and Details of theLong-Term Incentive (stock-based
compensation) System for Executive directors
I n the event of any modifications to the matters of Electronic Provisioning Measures, we will post the modifications on therespective websites where the information is posted.
The following matters are posted on the Company’s website as the matters to be provided electronically. They are not included in
the document describing matters to be provided electronically, which is sent to shareholders who have requested delivery of the
document in accordance with laws and ordinances and Article 16 of the Articles of Incorporation of the Company.

(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 the Control 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 contents described in the document on the matters of Electronic Provisioning Measures are part of
the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the independent
auditor when preparing the Independent Auditor’s Report. Furthermore, they are part of the Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit &Supervisory Committee in preparing the Audit Report.

The Company’s Website

https://www.ccbj-holdings.com/
5以上Reference Materials for General Meeting of Shareholders
Proposal No. 1:

Appropriation of surplus

Although the business environment during the current fiscal year remained challenging, as it was in the previous fiscal year,
we place the highest priority on paying stable dividends and thus propose the appropriation of surplus as described below.
Year-end dividends

	Type of assets to be
distributed

Cash	Allotment of assets tobe distributed and thetotal amount

We propose to pay 25 yen per share of the Company’s common stock.
In this case, the dividends will total 4,483,502,875 yen.
As a result, including interim dividends, annual dividends per share will be
50 yen per share.

 ffective date of theEdividends of surplus

We propose March 29, 2023 as the effective date of the dividends ofsurplus.

Reference

Interim

Dividends
50

25

25

Year-end

(Yen)

50
25
(Forecast)

25

25

25

FY2020

FY2021

FY2022

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 attributableto owners of the parent and pays interim and year-end dividends of surplus.

6

Proposal No. 2:

Partial amendments to Articles of Incorporation

1. Reasons for proposal
The “Act Partially Amending the Industrial Competitiveness Enhancement Act” (Act No. 70 of 2021) was enforced onJune 16, 2021. The Act legally allows listed companies may hold a general meeting of shareholders without specifying avenue (so-called “virtual-only meeting of shareholders”). The Company believes that expanding the options for holding
shareholders’ meetings in the future will make it easier for more shareholders, including those in remote areas, to attend
shareholders’ meetings, thereby invigorating and improving the efficiency of shareholders’ meetings, and reducing risks
associated with the spread of infectious diseases and large-scale disasters such as natural disasters. Therefore, the Company
resolved to propose a partial amendment to Articles of Incorporation at FY2022 Ordinary General Meeting of Shareholders
in order to provide an option to hold the General Meeting of Shareholders without specifying a venue.
If this proposal is approved and the amendments to the Articles of Incorporation become effective, the Company will
give top priority to guaranteeing the rights of shareholders and will decide the way in which we hold each meeting byresolution of the Board of Directors following careful consideration, taking into consideration the Company’s and ourshareholders’ situation.
The Company has received written confirmation from the Minister of Economy, Trade and Industry and the Minister ofJustice, dated January 4, 2023, that the Company meets the requirements specified by the Ministry of Economy, Trade andIndustry Ordinance and the Ministry of Justice Ordinance.

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 12 (Omitted)

Articles 1 to 12 (Same as at present)(Convocation)
Article 13 The Ordinary General Meeting of Shareholders of theCompany shall be convened within three months from the day
following the last date of each fiscal year.

(Convocation)
Article 13 The Ordinary General Meeting of Shareholders of theCompany shall be convened within three months from the day
following the last date of each fiscal year.

(Newly established)

2. The Company’s General Meeting of Shareholders may be held
without a designated location.

Articles 14 to 34 (Omitted)

Articles 14 to 34 (Same as at present)

7

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) will complete their terms at theend of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee).
The candidates for Directors (excluding Directors serving on the Audit and Supervisory Committee) are as follows:
No.

Name

Current Position and Responsibility in the Company
Position
Responsibility

Attributes

1

Calin Dragan

Reelection

Representative
Director

President

2

Bjorn Ivar Ulgenes

Reelection

Representative
Director

Vice President
Chief Financial Officer(Head of Finance)

3

Hiroko Wada

Reelection

OutsideIndependent

Outside Director–

4

Hirokazu Yamura

Reelection

OutsideIndependent

Outside Director–

5

Celso Guiotoko

New election

OutsideIndependent

Outside Director(Audit & Supervisory
Committee Member)–

Reference: Guidelines and Procedures for the Nomination of Candidates for Directors● In nominating Internal Director candidates for the Company, the Company’s Board of Directors makes decisions byappropriately evaluating the degree of their contribution and future potential, etc. based on the Company’s evaluation
system from an independent and objective perspective.
● In nominating Outside Director candidates, the Company’s Board of Directors nominates those who are deemed likely tomake a significant contribution to enhancing the Company’s corporate value from an independent and objective perspective.
● In addition, in nominating candidates for Directors who will be Audit and Supervisory Committee members, the Company
makes sure that it nominates at least one (1) candidate who has appropriate knowledge of finance and accounting.
● As for the current procedures for nominating Director candidates, the report of the Audit and Supervisory Committee thatconsists of only Outside Directors, half of whom are Independent Outside Directors, is respected, and decisions are madeby the Board of Directors, the majority of whom are constituted by Independent Outside Directors. Thus, the Company
believes that transparency and fairness are ensured.

8Candidate

No. 1 Calin Dragan

Reelection

Date of birth: October 24, 1966, 56 years old

Relationship of special
interest in the Company

None

No. of Company Shares
Owned

Attendance at Board of
Directors meetings*As of December 31, 2022

*Attendance rate: 100%

6,396

7/7

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
June
January
January
July
March
July
May
January
MarchJanuary

1993 Joined Coca-Cola Leventis
2000 Joined Coca-Cola Hellenic Bottling Company S.A.
2005 General Manager and Administrator in charge of Romania and Mordovian Republic,
Coca-Cola Hellenic Bottling Company S.A.
2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
2012 Representative Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
2013 Representative Director & President, Coca-Cola East Japan Co., Ltd.
2017 Regional Director, The Coca-Cola Company Bottling Investments GroupRegional Director, Coca-Cola Far East Limited
2018 President, The Coca-Cola Company Bottling Investments Group2019 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.
2022 President & Chief Executive Officer, Coca-Cola Bottlers Japan Inc. (incumbent)
Significant Concurrent Positions
Representative Director, President & Chief Executive Officer, Coca-Cola Bottlers Japan Inc.

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.

9Candidate

No. 2 Bjorn Ivar Ulgenes Reelection
Date of birth: April 5, 1968, 54 years old

Relationship of special
interest in the Company

None

No. of Company Shares
Owned

Attendance at Board of
Directors meetings*As of December 31, 2022

*Attendance rate: 100%

2,558

7/7

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

1997 Joined The Coca-Cola Company
2005 Finance Director, North & West Africa Business Unit, The Coca-Cola Company
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
April2016 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.
December 2019 Representative Director & Chairman, Q’SAI CO., LTD.
January2022 Vice President & Chief Financial Officer and Head of Finance, Coca-Cola Bottlers Japan Inc. (incumbent)
Significant Concurrent Positions
Representative Director, Vice President, Chief Financial Officer and Head of Finance, Coca-Cola Bottlers Japan Inc.
Representative Director, Chairman and President of Coca-Cola Bottlers Japan Business Service Inc.
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.

10Candidate

No. 3 Hiroko Wada

Reelection
OutsideDate of birth: May 4, 1952, 70 years old

Relationship of special
interest in the Company

None

Independent

No. of Company Shares
Owned

Attendance at Board of
Directors meetings*As of December 31, 2022

*Attendance rate: 100%-

7/7

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
April
1977
January
1998
March
2001
April
2004
November 2004
May
2009
June
2016
March
2019

Joined Procter & Gamble Sunhome Co., Ltd.
Vice President, In charge of Corporate New Ventures, Asia, The Procter & Gamble Company (U.S.)
Representative Director & President, Dyson Ltd.
Representative Director, President & COO, Toys”R”Us-Japan, Ltd.
Representative, Office WaDa (incumbent)
Outside Director, Aderans Holdings Co., Ltd.
Outside Director, Shimadzu Corporation (incumbent)
Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Outside Director (Audit & Supervisory Committee Member), Unicharm Corporation (incumbent)
Significant Concurrent Positions
Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm Corporation

Reasons for nomination as candidate for Outside Director and overview of expected roles
The Company requests the election of Hiroko Wada as a Director (Outside Director) in the expectation that she will
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.

11

Candidate

No. 4 Hirokazu Yamura
Date of birth: September 28, 1977, 45 years old

Relationship of special
interest in the Company

Hirokazu Yamura is
Representative Director &President of Michinoku
Coca-Cola Bottling Co., Ltd.
The Company has business
relations in product trading,etc. with Michinoku CocaCola Bottling Co., Ltd. (Sales
etc. 0.4% of the Company’s
net sales; Purchases etc. 0.3%of the net revenues ofMichinoku Coca-Cola
Bottling Co., Ltd.)

No. of Company Shares
Owned

Reelection
OutsideIndependent

Attendance at Board of
Directors meetings-

7/7*As of December 31, 2022

*Attendance rate: 100%

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

2006
2009
2012
2013
2014
2020

Joined Michinoku Coca-Cola Bottling Co., Ltd.
Director, Michinoku Coca-Cola Bottling Co., Ltd.
Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
Senior Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
Representative Director & President, Michinoku Coca-Cola Bottling Co., Ltd. (incumbent)
Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Significant Concurrent Positions
Representative Director & President, Michinoku Coca-Cola Bottling Co., Ltd.

Reasons for nomination as candidate for Outside Director and overview of expected roles
The Company requests the election of Hirokazu Yamura as a Director (Outside Director) in expectation that he will
utilize, for the management of the Company, the considerable experience and knowledge he has gained in management
and as Representative Director & President at Michinoku Coca-Cola Bottling Co., Ltd.

12

Candidate

No. 5 Celso Guiotoko

New election
OutsideDate of birth: January 3, 1959, 64 years old

Relationship of special
interest in the Company

None

Independent

No. of Company Shares
Owned

Attendance at Board of
Directors meetings*As of December 31, 2022

*Attendance rate: 100%-

7/7

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
December 1983
January
1985
March
1996
December 1997
May
2004
April
2006
April
2014
June
2017
March
March

Joined Banco Bradesco SA
Senior Manager, Arthur Andersen (Accenture)
System Director, Toshiba America Electronic Components, Inc.
Solution Service Vice President, i2 Technologies Japan, Inc.
Vice President & CIO (Chief Information Officer), Nissan Motor Co., Ltd.
Corporate Vice President & CIO, Nissan Motor Co., Ltd.
Senior Corporate Vice President & CIO, Nissan Motor Co., Ltd.
Statutory Auditor, Nissan Motor Co., Ltd.

*Guiotoko has resigned from the office as Statutory Auditor of Nissan Motor Co., Ltd. as of May 11, 2018.

2019 Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
Executive Officer and Global Chief Digital Officer, Nishimoto Co., Ltd.
2020 Director and Global Chief Digital Officer, Nishimoto Co., Ltd. (incumbent)
Significant Concurrent Positions
Director and Global Chief Digital Officer, Nishimoto Co., Ltd.

Reasons for nomination as candidate for Outside Director
The Company requests the election of Celso Guiotoko as a Director (Outside Director) in the expectation that he will
utilize, for the management of the Company, the considerable experience and global knowledge he has gained thus far at
Nissan Motor Co., Ltd. (“Nissan”) as well as Nishimoto Co., Ltd..

13

Notes:1. Company names listed in the personal profile reflect business names at time of employment.
2.	The Company has entered into officers’ liability insurance agreements with Calin Dragan, Bjorn Ivar Ulgenes, Hiroko Wada, Hirokazu
Yamura and Celso Guiotoko as insureds, whose insurance premiums are fully borne by the Company, and if their elections are approved,
said agreements shall be renewed. The agreement will outline that, in the event of a claim for damages by a shareholder, the Company, an
employee or another third party during the insurance period arising from an act done by the insureds in relation to their work as the Company’s officers, such compensation for damages and legal expenses, etc. shall be compensated.
3.	The Company has entered into agreements for limitation of liability with Hiroko Wada, Hirokazu Yamura and Celso Guiotoko, and if theirelections are approved, said agreements shall remain in effect. The agreement will outline that in cases where the Directors (excluding
Executive Directors, etc.) have caused damages to the Company due to non-performance of their duties and yet they are bona fide andthere is no gross negligence from them in performing their duties, they shall be liable for the damages to the limit of minimum liability set
forth in Article 425, Paragraph 1 of the Companies Act.
4. Hiroko Wada, Hirokazu Yamura and Celso Guiotoko are candidates for Outside Director.
(1)	Shimadzu Corporation, for which Hiroko Wada serves as an Outside Director, announced that its subsidiary Shimadzu Medical Systems
Corporation had been found to have engaged in inappropriate conduct related to maintenance and inspection services for X-ray equipment installed at medical institutions with which the company does business in September 2022. In February 2023, the Company
announced that it would promptly formulate and implement specific measures to prevent recurrence, based on an analysis of the causes
and recommendations regarding the measures to prevent recurrence from an external investigation committee.
			 Hiroko Wada has fulfilled her responsibilities such as by providing regular suggestions from the standpoint of legal compliance at theBoard of Directors meetings, etc. In addition, after becoming aware of these problems, she has fulfilled her responsibilities such as byproviding suggestions of ensuring legal compliance and making recommendations as appropriate for efforts to prevent recurrence.
(2)	Following indications relating to non-conformities in the final vehicle inspections process made on September 18, 2017 by the Ministryof Land, Infrastructure, Transport and Tourism (MLIT) during an on-site inspection of the Nissan Shatai Co., Ltd.’s Shonan Plant, Nissan Motor Co., Ltd. (NML), where Celso Guiotoko served as Statutory Auditor until May 11, 2018, provided a report to the MLIT on
November 17, 2017 on “A Detailed Fact-Finding Investigation on the Past Operating Conditions of the Non-Conforming Final Vehicle
Inspections and an Evaluation of Recurrence Prevention Policy.”			 Thereafter, after receiving operational improvement orders from the MLIT on March 26, 2018, on July 9, 2018, NML publicly disclosed the fact that it had discovered non-conformities including deviations in the testing environment and the rewriting of measured
values in some of the emission gas and fuel consumption measurement tests performed during the final vehicle inspections.
			 Furthermore, on December 10, 2018, NML and its two former directors were indicted for violations of the Financial Instruments andExchange Act (a crime of submitting a false securities report) regarding the description of executive compensation and they were convicted on March 3, 2022. In addition to this, a former director of NML has been indicted for violating the Companies Act (Crime of an
Aggravated Breach of Trust).
			 Celso Guiotoko was not aware of these problems until these facts came to light, but was providing regular suggestions from thestandpoint of legal compliance at the Board of Directors meetings, etc. He has fulfilled his responsibilities such as by directing the thorough investigation of the said facts and the prevention of recurrence.
(3)	Hiroko Wada, Hirokazu Yamura and Celso Guiotoko are incumbent Outside Directors of the Company. At the conclusion of this General Meeting of Shareholders, Hiroko Wada and Celso Guiotoko have assumed the office as Outside Director for four (4) years, andHirokazu Yamura has assumed the office as Outside Director for three (3) years.
(4)	The Company has submitted a notice to Tokyo Stock Exchange, Inc., on which the Company is listed, that Hiroko Wada, Hirokazu
Yamura and Celso Guiotoko are “Independent Directors” in accordance with the rules, etc. of the said securities exchange. If their elections are approved, they will continue to be Independent Directors.

14

Proposal No. 4:

Election of four (4) Directors serving on the Audit andSupervisory Committee

Irial Finan, Celso Guiotoko, Nami Hamada, and Vamsi Mohan Thati, Directors serving on the Audit and Supervisory
Committee, will complete their terms at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of four (4) Directors serving on the Audit and Supervisory Committee.
We have obtained the consent of the Audit and Supervisory Committee in connection with this proposal.
The candidates for Directors serving on the Audit and Supervisory Committee are as follows:
No.

Name

Attributes

Current Position in the Company

1

Hiroshi Yoshioka

New election

OutsideIndependent

Outside Director

2Nami Hamada

Reelection

OutsideIndependent

Outside Director(Audit & Supervisory
Committee Member)

3

Sanket Ray

New election

Outside–4

Stacy Apter

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 the level of contribution and thefuture 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 thecandidates must be a person with suitable knowledge regarding finance and accounting.
● Furthermore, the nomination procedures for candidates for Directors will be decided at a Board of Directors meeting. The
Company is a “company with an Audit and Supervisory Committee” with an Audit and Supervisory Committee which iscomposed 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 ensures fairness andtransparency.

15

Candidate

election
No. 1 Hiroshi Yoshioka NewOutside
Date of birth: October 26, 1952, 70 years old

Relationship of special
interest in the Company

None

No. of Company
Shares Owned

Attendance at Boardof Directors meetings

2,974

7/7

*As of December 31, 2022 *Attendance rate: 100%

Independent
Attendance at Audit
and Supervisory
Committee meetings-

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
April
1975
January
1979
October
2001
April
2003
November 2005
April
2008
April
2009
July
April
January

Joined Japan Radio Co., Ltd.
Joined Sony Corporation
Representative Director and President, Sony Ericsson Mobile Communications Corporation
CVP, Sony Ericsson Mobile Communications Corporation AB
Corporate Executive, SVP, Sony Corporation
Corporate Executive, EVP, Sony Corporation
Executive Deputy President Officer, Sony Corporation*Has resigned from the office as Executive Deputy President Officer of Sony Corporation as of December 31, 2012.

2013 Outside Director, Coca-Cola East Japan Co., Ltd.
2017 Outside Director, Coca-Cola Bottlers Japan Inc.
2018 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Significant Concurrent Positions
No significant concurrent positions to note.

Reasons for nomination as candidate for Outside Director and overview of expected roles
Hiroshi Yoshioka has considerable experiences and global expertise gained at the Coca-Cola bottling company in Japanand Sony Corporation. Based on his extensive experience as a corporate executive, he is expected to provide advice on
all areas including decision making related to important managerial decisions, handling of expected risks and the internal
control system, and the Company hereby requests the election of Yoshioka as a Director serving on the Audit andSupervisory Committee (Outside Director).

16

Candidate

No. 2 Nami Hamada
Date of birth: August 3, 1964, 58 years old

Relationship of special
interest in the Company

None

No. of Company
Shares Owned

Attendance at Boardof Directors meetings-

7/7*As of December 31, 2022 *Attendance rate: 100%

Reelection
OutsideIndependent
Attendance at Audit
and Supervisory
Committee meetings

5/5*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
July
1992
October
1996
June
1999
May
2004
December 2006
March
2009
August2017
February 2019
March
2019
May
June
June

Joined Lehman Brothers Holdings Inc.
Vice President, Lehman Brothers Japan Inc.
Senior Vice President, Lehman Brothers Japan Inc.
Representative Director, HDH Advisors Japan Limited.
Principal, HDH Capital Management Pte Ltd. (Former Company Name: HDH Advisors)
Founder, Managing Director, Mile High Capital Inc. (incumbent)
Director, Ecoplexus Japan K.K.
Chief Operating Officer, Vesper Group Japan K.K.
Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
2020 Outside Director (Audit Committee Member), MetLife Insurance K.K.
2022 Outside Director (Audit Committee Member, Nominating Committee Member, Compensation Committee
Member), MetLife Insurance K.K. (incumbent)
2022 Outside Director, Shimadzu Corporation (incumbent)
Significant Concurrent Positions

Founder, Managing Director, Mile High Capital Inc.
Outside Director (Audit Committee Member, Nominating Committee Member, Compensation Committee Member),
MetLife Insurance K.K.
Reasons for nomination as candidate for Outside Director
Nami Hamada has considerable experiences on Finance and Accounting gained as a proprietor of her own financeconsulting company and considerable experiences and global expertise gained as a corporate executive at Lehman
Brothers Japan Inc. and possesses management supervisory experience as Statutory Auditor at Shimadzu Corporationand MetLife Insurance K.K. Based on her extensive experience as a corporate executive and her expertise in the field offinance, she is expected to provide advice as a Director serving on the Audit and Supervisory Committee on all areas
including decision making related to important managerial decisions, handling of expected risks and the internal control
system, and the Company hereby requests the election of Hamada as a Director serving on the Audit and Supervisory
Committee (Outside Director).

17

Candidate

No. 3 Sanket Ray

New election
OutsideDate of birth: April 25, 1973, 49 years old

Relationship of special
interest in the Company

No. of Company
Shares Owned

Sanket Ray is
President of India andSouthwest Asia, The
Coca-Cola Company.
The Company hasentered into contracts
for manufacturing andsales of Coca-Cola *As of December 31, 2022
and other products anduse of trademarks, etc.
with The Coca-Cola
Company.

-

Attendance at Boardof Directors meetings

Attendance at Audit
and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
2004
2005
August2016
January
2019
November 2020

Joined The Coca-Cola Company
Joined HINDUSTAN COCA-COLA BEVERAGES PRIVATE LIMITED (INDIA)
CEO, COCA-COLA BEVERAGES VIETNAM LIMITED
Chief Operating Officer for mainland China, The Coca-Cola Company
President of India and Southwest Asia, The Coca-Cola Company (incumbent)
Significant Concurrent Positions
President of India and Southwest Asia, The Coca-Cola Company

Reasons for nomination as candidate for Outside Director
Sanket Ray is President of India and Southwest Asia, The Coca-Cola Company, who has demonstrated strong leadershipin mainly commercial at The Coca-Cola Company and has considerable management experiences as a manager atbusiness units in the Asia region. Based on his extensive experience as a global corporate executive, he is expected toprovide advises as a Director serving on the Audit and Supervisory Committee on all areas including decision making
related to important managerial decisions, handling of expected risks and the internal control system, and the Company
hereby requests the election of Ray as a Director serving on the Audit and Supervisory Committee (Outside Director).

18

Candidate

No. 4 Stacy Apter

New election
OutsideDate of birth: July 14, 1966, 56 years old

Relationship of special
interest in the Company

No. of Company
Shares Owned

Stacy Apter is Vice
President, Treasurer
and Corporate
Finance, The CocaCola Company. The
Company has enteredinto contracts for
manufacturing and *As of December 31, 2022
sales of Coca-Cola
and other products anduse of trademarks, etc.
with The Coca-Cola
Company.

-

Attendance at Boardof Directors meetings

Attendance at Audit
and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
May
July
OctoberJanuary
March
October

2005
2018
2018
2018
2021
2021
2022

Joined The Coca-Cola Company
Director, Treasury, The Coca-Cola Company
Assistant Treasurer, The Coca-Cola Company
Chief of Staff to the Chairman and CEO, The Coca-Cola Company
Deputy Treasurer, The Coca-Cola Company
Vice President & Treasurer, The Coca-Cola Company
Vice President, Treasurer and Corporate Finance,
The Coca-Cola Company (incumbent)
Significant Concurrent Positions
Vice President, Treasurer and Corporate Finance, The Coca-Cola Company

Reasons for nomination as candidate for Outside Director
Stacy Apter is Vice President, Treasurer and Corporate Finance, The Coca-Cola Company, who has demonstrated strong
leadership and support to the Board of Directors, particularly in a variety of fields such as global financial risk oversightand enterprise risk management at The Coca-Cola Company. Based on her extensive experience in the financial and risk
management field, she is expected to provide advises as a Director serving on the Audit and Supervisory Committee on
all areas including decision making related to important managerial decisions, handling of expected risks and the internal
control system, and the Company hereby requests the election of Apter as a Director serving on the Audit andSupervisory Committee (Outside Director).

19

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2.	Currently, the Company has concluded officers’ liability insurance agreements with Hiroshi Yoshioka and Nami Hamada as insureds,
whose insurance premiums are fully borne by the Company, and if their elections are approved, said agreements shall be renewed. In
addition, if the election of Sanket Ray and Stacy Apter are approved, the Company plans to conclude the said agreement with them as aninsured. The agreement will outline that, in the event of a claim for damages by a shareholder, the Company, an employee or another third
party during the insurance period arising from an act done by the insureds in relation to their work as the Company’s officers, suchcompensation for damages and legal expenses, etc. shall be compensated.
3.	Currently, the Company has concluded agreements for limitation of liability with Hiroshi Yoshioka and Nami Hamada, and if theirelections are approved, said agreements shall remain in effect. In addition, if the election of Sanket Ray and Stacy Apter are approved, theCompany plans to conclude the said agreement with them. The agreement will outline that in cases where the Directors (excluding
Executive Directors, etc.) have caused damages to the Company due to non-performance of their duties and yet they are bona fide andthere is no gross negligence from them in performing their duties, they shall be liable for the damages to the limit of minimum liability set
forth in Article 425, Paragraph 1 of the Companies Act.
4. Hiroshi Yoshioka, Nami Hamada, Sanket Ray and Stacy Apter are candidates for Outside Director.
(1)	Shimadzu Corporation, where Nami Hamada was appointed as an Outside Director as of June 28, 2022, announced that its subsidiary
Shimadzu Medical Systems Corporation had been found to have engaged in inappropriate conduct related to maintenance andinspection services for X-ray equipment installed at medical institutions with which the company does business in September 2022. In
February 2023, the Company announced that it would promptly formulate and implement specific measures to prevent recurrence,
based on an analysis of the causes and recommendations regarding the measures to prevent recurrence from an external investigationcommittee.
		Nami Hamada has fulfilled her responsibilities such as by providing regular suggestions from the standpoint of legal compliance at theBoard of Directors meetings, etc. In addition, after becoming aware of these problems, she has fulfilled her responsibilities such as byproviding suggestions of ensuring legal compliance and making recommendations as appropriate for efforts to prevent recurrence.
(2)	Hiroshi Yoshioka and Nami Hamada 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 six (6) years, Nami Hamada has assumed the offices as
Outside Directors for four (4) years.
(3)	The Company has submitted a notice to Tokyo Stock Exchange, Inc., on which the Company is listed, that Hiroshi Yoshioka and Nami
Hamada are “Independent Directors” in accordance with the rules, etc. of the said securities exchange. If their re-elections are approved,
they will continue to be Independent Directors.

20

Proposal No. 5:

Determination of the Amount and Details of the Long-Term Incentive(stock-based compensation) System for Executive directors

1. Reason for the proposal and reason for considering the compensation to be reasonable
The compensation of the Company’s Directors ((excluding Directors who are Audit and Supervisory committee members andOutside Directors, hereinafter referred to as “Executive Directors”) consists of base salary, annual bonus, reserved retirement
payment, Long-Term Incentive (stock-based compensation), (Performance Share Unit plan (hereinafter referred to as “PSU”)”
and “Restricted Stock Unit plan (hereinafter referred to as “RSU”)”). This proposal requests that “Long-Term Incentive(stock-based compensation)” be introduced as a new Long-Term Incentive (stock-based compensation) plan (“the Plan”)
under which the Company's shares will be acquired by a trust established by the Company with money contributed by theCompany and the Company's shares will be vested to the Executive Directors. The specific performance-linked structure andother details of the Plan are set up to succeed the details of the stock-based compensation plan approved at the FY2020
Ordinary General Meeting of Shareholders held on March 25, 2021 (hereinafter referred to as the “the Former Stock-Based
Compensation Plan”). The details are as described in “2. Amount and Details of Compensation, etc. under the Plan” below.
The Company will abolish the Former Stock-Based Compensation Plan on the condition that this proposal is approved andpassed as originally proposed, but with respect to those whose applicable period has not elapsed under the Former StockBased Compensation Plan and whose shares have not been vested after the expiration of the applicable period, as atransitional measure from the Former Stock-Based Compensation Plan, subject to the Plan is launched, Shares equivalent tothe standard amount calculated under the Former Stock-Based Compensation Plan or the number of common shares of theCompany scheduled to be vested and cash equivalent to the realizable value of the Company’s share will be vested or paid
from the Plan.
The Company’s “Decision Policy for Director Compensation, etc.” as stated on the Business Report “3. (2) Officer
compensation, etc.”, stipulates that “compensation level and structure that enable hiring and retaining high-quality talentsfrom the perspective of diverse nationalities and experiences” and “compensation composition ratio emphasizing
performance-linked compensation, resulting in providing sufficient incentives for profitable growth”. This proposal is also
supposed to be appropriate because the content of the Plan was established based on this policy and aims to share the benefits
and risks of stock price fluctuations with shareholders, to increase the motivation to contribute to the medium- to long-term
improvement of corporate value and stock price increases, and to strengthen the retention of talent rich in diversity.
This proposal is seeking approval on granting stock-based compensation in a separate frame from the cash compensation
limit (up to 850 million yen per year) for the Directors (excluding Directors who are Audit and Supervisory Committee
Members) approved at the FY2019 Ordinary General Meeting of Shareholders held on March 26, 2020.
If proposal No. 3, “ Election of five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee)”is approved and passed as originally proposed, the number of Directors excluding Directors who are Audit and Supervisory
Committee Members covered by this system will be five (of which Executive Directors are two).

21

2. Amount and content of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan applies to Executive Directors (hereinafter referred to as “Eligible Directors”) who are subject to the System.
Shares of the Company are acquired through a trust established by the Company using money contributed by theCompany as compensation, and the Eligible Directors will be vested the Company’s shares and money equivalent to theexchange price of the Company’s shares (hereinafter referred to as “Company Shares, etc.”). (hereinafter referred to as“Vesting, etc.”). (Details are described in (2) below.) )Items
1) Subject to the vesting of theCompany’s Shares, etc.
subject to the Plan

Outline of the contents of the Plan
● Executive Director of the Company

2) Impact of the Company’s shares subject to this proposal on the total number of issued shares
Maximum amount of money
contributed by the Company(As described in (2) below.) )● 2,880 million yen for the three fiscal years● However, as a transitional measure from the Former Stock-Based Compensation
Plan, a separate contribution of up to 848 million yen will be made.

Maximum number of sharesof the Company vested to
Eligible Directors(As described in (3) below.) )● The upper limit of the total number of Company Shares, etc. to be vested to
Eligible Directors for the three fiscal years is equivalent to 1,800,000 points(1,800,000 shares when converted 1 point to one share of the Company’scommon stock).
● The ratio versus total number of issued shares (as of December 31, 2022. After
deduction of treasury stock) will be approximately 0.33% per fiscal year whenconverted 1 point to one share of the Company’s common stock● Up to 530,000 points (530,000 shares when converted 1 point to 1 share of theCompany’s common stock) will be granted separately as a transitional measurefrom the Former Stock-Based Compensation Plan for the fiscal year to be ended
as of December 31, 2023 only.

Note: The “upper limit on the amount of money to be contributed by the Company” and the “upper limit on thenumber of shares, etc. of the Company to be vested to the Eligible Directors” are set with an eye on the upper
limit of fluctuations in the Performance Share Unit (PSU), that is, the degree of achievement of the highest
performance, and not all of them are vested as compensation. In the event of poor performance, compensation
under the Performance Share Unit (PSU) system is significantly reduced.
3) Method of acquiring theCompany’s shares(As described in (2) below.)● Acquired from the stock market or from the Company

4) Details of performanceachievement conditions(As described in (3) below.)● Varies from 0% to 150% depending on the degree of achievement of performancetargets (ROE, sales, etc.) during the applicable period5) Timing of vesting of theCompany’s Shares, etc.
(As described in (4) below.)● Equivalent to the “Performance Share Unit (PSU)” = In principle, vesting, etc.
after the expiration of the applicable period● Equivalent to the “Restricted Stock Unit (RSU)” = In principle, vesting isprovided when the Eligible Directors retires

22(2) Maximum amount of money contributed by the Company
The trust period of the Plan is three years from May 2023 (planned) to May 2026 (planned).
The Company shall contribute up to 2,880 million yen in trust money for the trust period as compensation to the
Eligible Directors and shall make a trust in which the Eligible Directors who meet the beneficiary requirements are thebeneficiaries (hereinafter referred to as “the Trust”).
However, for the initial trust period, in addition to the trust fund up to 2,880 million yen, the Company will contributeup to 848 million yen as the source of funds for the acquisition of shares related to the points to be granted as atransitional measure from the Former Stock-Based Compensation Plan and establish the Trust as compensation to the
Eligible Directors.
The Trust acquires the Company’s shares on the stock market or from the Company using the money held in the trustin accordance with the instructions of the Trust administrator. During the trust period, the Company shall grant points tothe Eligible Directors (as described in (3) below). The Trust will vest shares of the Company equivalent to points.
At the expiration of the trust period, the Trust may be continued by changing the trust agreement in place of
establishing a new Trust. In that case, the trust period of the Trust will be extended for the same period as the initial trust
period, and the Company will make additional contributions to the extended trust period within a total of 2,880 million
yen and will continue to grant points to the Eligible Directors and vest the Company's Shares, etc. during the extended
trust period. However, that the Company’s shares remaining in the trust assets as of the last day of the trust period prior
to the extension (excluding shares of the Company equivalent to points granted to the Eligible Directors that have notbeen vested, etc.) and money (hereinafter referred to as “Residual Shares, etc.”). The total amount of remaining shares,
etc. and the additional trust amount shall be within the range of 2,880 million yen. This extension of the trust period is
not limited to one time, and the trust period may be re-extended thereafter.
In addition, even in the event of termination of the Trust, if an Eligible Director who may satisfy the beneficiary
requirements is in office at the expiration of the trust period, the Trust may not be terminated immediately, but the trust
period may be extended until the Eligible Director retires and the vesting of the Company’s Shares, etc. is completed.
However, in that case, no new points will be granted to the Eligible Directors.
(3) Method and upper limit of the number of Company’s Shares, etc. to be vested to the Eligible Directors
The Plan consists of a Performance Share Unit (PSU) and a Restricted Stock Unit (RSU). The number of shares of theCompany to be vested, etc. shall be determined as one share of the Company’s common stock per point according to thenumber of points calculated in accordance with the following point calculation formulas for PSU and RSU. However, if
an event occurs during the trust period in which it is deemed fair to adjust points such as a stock split or reverse stock
split of the Company’s shares, the number of shares of the Company per point will be adjusted according to the split
ratio, reverse split, etc.
In addition, the Plan is available for three consecutive fiscal years (hereinafter referred to as the “Applicable Period”. The
initial target period is three fiscal years, from the fiscal year ending December 31, 2023 to the fiscal year ending December 31,
2025. After the fiscal year ending on December 31, 2023, the Company plans to continue the Plan for three consecutive fiscal
years at the beginning of each new fiscal year, to the extent approved by the General Meeting of Shareholders).

231) Performance Share Unit (PSU)
After the start of each Applicable Period, base points are awarded, and after the end of the Applicable Period,“Performance-Linked Points” are granted, which are calculated based on the degree of achievement of performancetargets for the Applicable Period.
« Calculation formula for Performance-Linked Points »Base points (base amount by roles and responsibilities ÷ stock price*1) × performance-linked coefficient*2
2) Restricted Stock Unit Plan (RSU)
After the start of each Applicable Period, “Fixed Points” will be granted according to the size of roles andresponsibilities of the Eligible Directors calculated based on the following point calculation formula.
« “Fixed Point” calculation formula »Base amount by roles and responsibilities ÷ stock price*1*1 Average closing price of the Company’s common stock on the Tokyo Stock Exchange, Inc. in the previous
month with the calculation date shall be the day before the date of the Ordinary General Meeting of Shareholdersof the Company held in the first fiscal year of each target period.
*2 The performance-linked coefficient varies between 0% and 150% depending on the achievement of performancetargets (ROE and sales) during the Applicable Period.
However, the total number of points granted to Eligible Directors for each Applicable Period shall be limited to
1,800,000 points. Therefore, the total number of shares of the Company acquired by the Trust is limited to the number ofshares corresponding to such number of points.
However, in the fiscal year to be ended as of December 31, 2023, points will be granted separately up to a maximumof 530,000 points as a transition measure from the Former Stock-Based Compensation Plan. Therefore, the total numberof shares to be acquired by the Trust to be acquired by the Trust initially established is limited to the number of shares(530,000 shares) equivalent to the total number of points granted for each Applicable Period plus the total number ofpoints to be granted as a transitional measure from PSU and RSU.
The upper limit of the number of shares to be acquired is set with reference to past stock prices, etc., based on theupper limit of trust funds in (2) above, and is judged to be appropriate based on the current level of compensation
granted to the Company’s Executive Directors, trends, and prospects in the number of Executive Directors of theCompany, and the Company’s stock price level.

24

(4) Timing of vesting of the Company’s Shares, etc. to the Eligible Directors
1) Performance Share Unit (PSU)
In principle, the timing of the vesting of the Company’s Shares, etc. related to PSU will be after the end of the
Applicable Period.
Eligible Directors who meet the beneficiary requirements shall be vested Company shares in accordance with the
Performance-Linked Points calculated in accordance with (3) above after the end of the Applicable Period in
principle, In this case, the Eligible Directors shall be vested shares of the Company equivalent to a certain percentageof the Performance-Linked Points, and the number of shares of the Company equivalent to the remaining
Performance-Linked Points shall be exchanged within the Trust and receive a monetary benefit equivalent to theexchange disposal amount.
2) Restricted Stock Unit Plan (RSU)
In principle, the timing of the vesting of the Company’s Shares, etc. in connection with RSU is upon retirement of the
Eligible Director.
In principle, the Eligible Director who satisfies the beneficiary requirements shall receive the vesting of theCompany’s Shares, etc. in accordance with the Fixed Points calculated in accordance with (3) above upon theretirement from the Eligible Director. In this case, the Eligible Director shall be vested shares of the Company
equivalent to a certain percentage of the Fixed Points, and the number of shares of the Company corresponding to theremaining percentage shall be exchanged for value within the Trust and receive a monetary benefit equivalent to theexchange disposal proceed.
(5)Mars and Claw Back System in the Plan
In the event of a serious fraud or violation of the Eligible Directors, the Eligible Directors may confiscate the beneficial
rights of the shares to be vested under the Plan (malus) and demand the return of money equivalent to the vested shares,
etc. (claw back).

(6) Voting rights related to the Company’s shares
To ensure neutrality in management, voting rights shall not be exercised for the Company’s shares in the Trust during
the applicable period.
(7) Other details of the Plan
Other matters related to the Plan shall be determined by the Board of Directors.

END

25

<Reference> Skill Matrix- If proposals No. 3 and No. 4 are approved and resolved as originally proposed, the attributes, expertise and experience of the members constituting the Company’s Board of Directors are as stated below. The Company believes that its Board of Directors has necessary skills as a whole.
- The Skill Matrix does not represent all the skills possessed by each candidate for director.

Attributes ofmembers
constituting theBoard of Directors

Executive
Directors

OutsideDirectors

Independent
Outside Directors

Outside Directors
in the Audit andSupervisory Committee

Female Directors

Nationalities

2

7

5

4

3

6

22%

78%

56%

100%

33%

Name

Current Status andResponsibility, etc. in the
Company

Calin Dragan

Representative Director &President

Bjorn Ivar Ulgenes

Representative Director,
Vice President, Chief
Financial Officer(Head of Finance)

Hiroko Wada

Outside Director(Independent Officer)

Hirokazu Yamura

Outside Director(Independent Officer)

Celso Guiotoko

Outside Director(Independent Officer)

Hiroshi Yoshioka

Nami Hamada

Sanket Ray
Stacy Apter

70’s
22%
60’s
11%

Age

58

40’s
22%

50’s
44%

Expertise
Corporate
Management

Global BusinessOutside Director(Audit and Supervisory
Committee member)(Independent Officer)
Outside Director(Audit and Supervisory
Committee member)(Independent Officer)
Outside Director(Audit and Supervisory
Committee member)
Outside Director(Audit and Supervisory
Committee member)

26

Food andFinance / Audit
Beverage Industry

Sustainability /CSVReference: Criteria for Directors’ Skills- The Company shall make decisions on the expertise and experiences of Directors based on the following criteria.
Category
Corporate Management
Global Business
Food and Beverage Industry
Finance / Audit
Sustainability / CSVApplicable Criteria for Expertise to be Indicated byin the Above Chart- A person who has experience as a Representative (CEO, etc.) or a Chief Operating Officer (COO, etc.).
- A person who has knowledge in global business as a person holding a managerial position equivalent to or higher than Department Manager
or a person who has similar knowledge thereto.
- A person who has experience holding a position equivalent to or higher than Department Manager at a company handling food and beverage
or a person who has knowledge similar thereto.
- A person who has experience holding a position equivalent to or higher than Department Manager in a Finance and Accounting Department,
or a person who has knowledge similar thereto.
- A person who has a national qualification for finance or accounting, etc., such as a certified public accountant.
- A person who has experience holding a position equivalent to or higher than Department Manager of Sustainability or CSV Department, or aperson who has knowledge similar thereto.

END

27

Business Report(From January 1 to December 31, 2022)

1. Current Status of the Coca-Cola Bottlers Japan Group(1) Business Progress and Results
Coca-Cola Bottlers Japan Holdings Inc. (“CCBJH,” the “Company,” or “we”) have announced full-year results for the fiscal
year (January 1, 2022, to December 31, 2022).
In this fiscal year, the total domestic nonalcoholic ready-to-drink (NARTD) beverage industry volume is estimated to havegrown by 4% versus the previous fiscal year. This was due to demand being supported by recovery in the number of people
returning to the streets of Japan with the easing of COVID restrictions, revitalization of economic activity, and a recordbreaking heat wave contributing to volume growth, while the price revisions implemented by various beverage companies
impacted demand. On the other hand, the business environment remained uncertain and challenging as the severe competitiveenvironment continued and rising commodity and utility prices, as well as the rapid acceleration of the yen’s depreciation
impacted business and consumer behaviors.
Under these circumstances, we positioned 2022 as “The year of building a foundation for sustainable growth” and worked
to build a foundation for steady and sustainable growth, as well as promote further transformation. In commercial activities,
we grew sales volume and sales revenue by introducing new products, responding to diversifying consumer needs, andexecuting effective campaigns to capture opportunities for the recovery in traffic. In addition, to respond to current costpressures and to strengthen the earnings foundation for the future, we revised prices for our products ahead of the industry
despite the continued severe competitive environment. For the price revisions, we have carefully negotiated with customers
and made efforts to reflect revised prices as soon as possible, particularly for vending machines. In manufacturing and supply
chain fields, while faced with rising commodity and utility prices, we have built a supply chain that can flexibly respond tosudden changes in demand by revamping our Sales and Operations Planning process and leveraging our Saitama and Akashi
Mega Distribution Centers, two of the largest automated distribution centers in Japan by storage and shipping capacities.
Although we experienced a surge in demand during the summer -the period of peak demand- coinciding with a recovery intraffic and the heat wave, our efforts resulted in a stable supply of products. We also worked to reduce costs through efficientuse of manufacturing facilities and reviewing our distribution network.
We are realizing ESG targets that are based on creating shared value with society. To achieve our 2030 Package Vision,
which aims for a World Without Waste, we have been working on the design aspects of product packaging, such as expanding
the use of 100% recycled PET bottles and establishing a recycling scheme in collaboration with local governments andpartner companies for the steady collection of high-quality packages. In addition, for further recycling of resources, we have28

established the CAN to CAN horizontal recycling system of aluminum cans and started manufacturing and selling products
produced from recycled materials. To reduce greenhouse gas (GHG) emissions, we have enhanced our climate-related
financial disclosure and promoted activities based on the recommendations of the Task Force on Climate-related Financial
Disclosure (TCFD). In other efforts to contribute to local communities through business, we have implemented water source
conservation activities, donated products to food banks, and placed vending machines to support local activities. As part ofour efforts to promote diversity, we have worked to raise understanding of LGBTQ through internal and external awarenessraising opportunities to create a better working environment. Such ESG initiative shave been positively appraised, and for thefifth consecutive year we have been selected as a component of the DJSI Asia Pacific, a leading global ESG investment index.
Details for the fiscal year earnings are as follows.

29<Reference>
Business Income (loss) is a measure of our underlying or recurring business performance. Business Income (loss) deducts
cost of goods sold, general and administrative expenses from revenue, and includes other income and expenses which we
believe are recurring in nature. The corresponding figures for consolidated operating income (loss) are as follows.
Sales volume in 2021 is revised retroactively due to changes of counting segmentation and scope in some products.
FY2021
Revenue
Sales volume
Gross profit
Selling, General & Administrative Expenses
Other income (recurring)
Other expenses (recurring)
Investment gain(loss) on equity method
Business income (loss)
Other income (non-recurring)
Other expenses (non-recurring)Operating income(loss)(Millions of yen)
(Million case)(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)

785,837467
350,505
363,750
887
2,142
(162)
(14,662)9,251
15,560(20,971)

FY2022807,430480
351,755
365,295
974
1,924
46
(14,443)
8,338
5,408
(11,513)

Consolidated revenue was 807,430 million yen (2.7% increase of 21,594 million yen from the same period of the previousyear). Although there was negative impact on sales volume following the price revisions, sales volume increased by 3%
versus the previous year. This was due to the introduction of new products and channel-specific efforts to meet diversifying
consumer needs, which supported capturing the opportunity of traffic recovery and increased demand due to the heat wave.
Volume growth in the profitable vending channel and the improvement in wholesale revenue per case through price revisions
contributed to the increase in revenue. In the fourth quarter (October 1, 2022 to December 31, 2022), with the price revisions
implemented in October for small packages, wholesale revenue per case increased in all channels.
Consolidated business loss was 14,443 million yen (14,662 million yen loss in prior year period) and improved versus theprevious year. We have achieved profit improvement of about 20 billion yen in areas that are under our control, such asvolume growth, price revisions, and cost savings through improved manufacturing, logistics efficiency and acceleration oftransformation. However, external factors such as commodities, yen depreciation and higher utility costs had a significant
impact on our business.
Consolidated operating loss was 11,513 million yen (20,971 million yen loss in prior year period). In addition to improved
business income compared to the previous year, operating income improved versus the previous year due to gains on sales of30

fixed assets and a decrease in temporary paid leave expenses. Other income (non-recurring) for the fiscal year includes gains
on sales of property, plant, and equipment of 4,561 million yen and 3,329 million yen in government subsidies for
employment adjustment. Other expenses (non-recurring) includes 2,168 million yen in temporary paid leave expenses, 1,298
million for transformation related expense, 1,104 million yen in special retirement allowances related to the voluntary
employee retirement programs, and 812 million yen in losses on sales and disposals of property, plant, and equipment.
Net income attributable to owners of the parent was a loss of 8,070 million yen (2,503 million yen loss in prior year
period). While operating income improved from the previous period, income attributable to owners of the parent company
worsened due to the absence of a gain on transfer of shares of subsidiary Q’sai Co., Ltd. recorded in discontinued operationsin the previous year being recorded in discontinued operations.

31

Sales volume trends (% change from previous year)
Full-year sales volume increased by 3% with the recovery in traffic and increased demand from the heat wave, despite theprice revisions having a negative volume impact. By channel, supermarkets, drugstores, and discounters were impacted by
the price revisions and from the severe competition, despite the execution of campaigns to capture the traffic recovery andactive introduction of new products. As a result, sales volume at supermarkets declined by 5%, while sales volume atdrugstores and discounters increased by 1%, partly due to an easing trend from the impact of volume declines of large PET
following the price revisions. Vending volume increased by 3%, despite the volume impact from the price revisions in
October for small packages, the market share base we have built and the implementation of campaigns through the Coke ON
smartphone app contributed to capturing the traffic recovery and demand from the heat wave. In addition, vending machine
placement activities -one of our key initiatives- progressed at a faster pace than planned throughout the year. The number ofoperating vending machines increased by more than 10,000 units from last year, contributing to growth in both volume andvalue share. CVS sales decreased by 1% due to the continued severe competitive environment and with volume being
impacted by the price revisions, despite efforts to strengthen activities to acquire sales space for core and new products, andefforts to implement campaigns in collaboration with customers. In retail & food, volume increased by 18% with the recovery
in customer traffic returning to dine at restaurants. In online, volume grew by 23%, supported by growth in all categories,
achieved even during the period of traffic recovery by capturing demand for at-home consumption with the high convenience
it offers. Offerings of label-less products, tie-up promotions with major online customers, and the acquisition of subscription
type consumers supported the growth.

Expansion of label-less product lineup32

By beverage category performance, sparkling sales volume grew by 1%, despite the volume impact from the pricerevisions, volume growth centered around Coca-Cola at vending and restaurants with the recovery in traffic, and contributions
from new products such as Fanta Premier Lemon. Sales volume of tea products decreased by 1% due to the price revision
impact, despite the tailwind from the traffic recovery and heat wave, contributions from Yakan no Mugicha from Hajime
which continues to enjoy steady sales growth since its launch in the previous year and new products such as Ayataka Cafe
Hojicha Latte. Coffee sales volume increased by 2%, supported by new products such as Georgia Black, strengthening of the
Costa Coffee lineup, and growth in bottle can packages in the immediate consumption channels. Sports grew by 7%, withrestrictions being lifted on events and other activities, also benefiting from the heat wave. Water sales volume grew by 8%with the traffic recovery and the heat wave, the launch of the new I LOHAS Natural Water with the renewed bottle design for
the first time in 13 years, and capturing at-home consumption demand.
In the alcohol category, renewals for the Lemon-dou brand and expanding the product offerings, launch of the nonalcoholic beverage Yowanai Lemon-dou, and introduction of the Lemon-dou Uchiwari Lemon to capture new demand
contributed to sales volume. However, the cycling impact of new products launches in the previous year and of the at homedrinking demand that grew with COVID had an impact and volume decreased by 15%.

33

(2) Status of Capital Investment
Total capital investment undertaken during this consolidated fiscal year amounted to 42.5 billion yen, which was mainly
undertaken for the following elements, all of which were related to the beverage business:a. Acquisition of vending machines, coolers and other sales equipmentb.	Acquisition of equipment to improve manufacturing efficiency, new products correspond and logistics types ofequipment items(3) Financial Activities
Not applicable.
(4) Trend of Assets and Earnings
Item

FY2019FY2020

FY2021

FY2022

IFRS

IFRS

IFRS

IFRS

Revenue(MM yen)890,009791,956

785,837

807,430

Business income (loss)(MM yen)

11,447

169(14,662)(14,443)

Operating income(loss)(MM yen)(58,904)(11,722)(20,971)(11,513)

Net income attributable to owners of the parent (loss) (MM yen)

(57,952)(4,715)(2,503)(8,070)Earnings(loss) per share(yen)(322.22)(26.29)(13.96)(45.00)(MM yen)952,444939,603

867,111826,737

Total assets

Equity attributable to parent owners (MM yen)

505,999

501,643492,320476,216

Equity attributable to parent owners per share (yen)2,821.27

2,797.03

2,745.12

2,655.38

Notes:
1.	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 is calculated based on the total number of shares issued as of the end of the fiscal year (excluding treasury shares).
2.	In the year ended December 31, 2020, the healthcare and skincare business has been classified as a discontinued operation as a result of the decisionin December 2020 to sell all shares in Q’sai held by the Company. As a result, revenue, business income (loss) and operating income (loss) for theprevious financial year have been reclassified to the amounts for continuing operations excluding discontinued operations.

(5) Acquisition or Disposal of Shares, Other Equity, or Stock Acquisition Rights, etc. of Other Companies
Not applicable.

34

(6) Issues to be address
Regarding the outlook for the overall domestic NARTD beverage market, as the transition to a new phase of post-COVID
progresses, although the increase in traffic and revitalization economic activity will lead to an increase in demand forbeverages, the market trend is expected to be impacted by decline in consumer sentiment due to continuing impact ofdomestic inflation, beverage price revisions and the cycling of the heat wave in the previous year is expected to have an
impact. Additionally, continued volatility in the commodity, forex and utility is expected, which will make it a challenging
environment for profitability.
Under these circumstances, in 2023, we will prioritize improving profitability. As part of this, in order to respond to cost
increases caused by external factors and to strengthen our earnings base, we will revise the prices of some products, such as
can and large PET bottle, effective from May 1 shipment. In addition, we will work to thoroughly implement a sales strategy
that emphasizes profitability and investment efficiency and promote further transformation to realize stable and low-cost
operations.
In the commercial area, in order to steadily recover sales revenue and establish a profit structure to achieve sustainablegrowth, we will place top priority on improving the price per case through an appropriate pricing strategy centered on theimplementation of price revisions. Regarding sales volume, although we expect a negative impact on sales volume by pricerevision, we will implement strategies focusing on core categories, expand our product portfolio based on innovation, andimplement marketing investments that emphasize effectiveness and efficiency. Regarding our important vending channel, we
will work by developing new locations that emphasize investment efficiency and by utilizing digital platforms such as thesmartphone app “Coke ON”. In the over the counter channel, we will actively develop new products, expand sales floors,
implement appropriate pricing and marketing strategies, and strengthen customer engagement. Furthermore, we will continue
to strengthen our partnership with Coca-Cola (Japan) Co., Ltd.

Use of smartphone application [CokeOn]

35

In the supply chain area, we will work to build a supply chain network that realizes high quality, low cost, and stablesupply. In addition to focusing on stable operation of the S&OP process that was revamped in 2022, we will further
strengthen the cooperation between the commercial (planning / sales) and the supply chain to work on the timely and lowcost supply of products in line with changes in the environment. In terms of manufacturing, we will work to improve
manufacturing capacity by operating a new manufacturing line at the Ebina Plant, promote efficiency in manufacturing
processes, and build a flexible manufacturing system. In term of logistics, we will work to optimize the logistics network
through the stable operation at “Akashi Mega DC” which started operation in 2022, consolidation of sales centers and the
reduction and optimal distribution of product inventory. In 2023, procurement costs are expected to continue to increasesignificantly due to soaring prices of commodity and utility, fluctuations in exchange rates, we will strive to mitigate theimpact of cost increases throughout the value chain by implementing all improvement activities centered on stable and lowcost operations.
As the foundation of the entire business, we aim to further accelerate the standardization of business processes and theefficiency improvement by digital transformation (DX), and to establish a robust cost structure that can counteract thechanging environment with agility. We will also focus on improving our balance sheet from the perspective of appropriate
management of capital. Additionally, we will implement a people strategy based on our company “Mission, Vision andValues”, we will continue to promote activities to achieve ESG targets based on creating shared value, such as initiatives
aiming for a zero-waste society, reducing greenhouse gas (GHG) emissions, and activities that contribute to local
communities through business.

Akashi Mega DC

Promoting Digital Transformation (DX)New manufacturing line at the Ebina Plant

36

TOPICS

Our Outstanding ESG Initiatives

Coca-Cola Bottlers Japan Holdings Selected as a component of “DJSI Asia Pacific”
Coca-Cola Bottler Japan Holdings Inc. has been selected as acomponent of the Dow Jones Sustainability Indices (DJSI) for the
Asia Pacific region for the fifth consecutive year. DJSI is a worldrenowned Environment, Society, and Governance (ESG)
investment index.
The DJSI stock index was jointly created by S&P Dow Jones
Indices and SAM. It conducts the annual S&P Global Corporate Sustainability Assessment (CSA) targeting
approx. 3,500 major companies around the globe to select businesses that are highly sustainable in the threeareas of Economy, Environment, and Society. The appraisals serve as the standard in selecting key investment
destinations as a global index for ESG investment.
The CCBJH Group is committed to evolving CSR in line with ISO 26000 standards for organizational social
responsibility. We center Creating Shared Value (CSV) at the core of our business to achieve both businessgrowth and social sustainability as a single objective. The Group works to solve social issues with specificaction plans under three Sustainability Frameworks of Inclusion, Communities, and Resources. It was throughthese actions that we were selected to the DJSI Asia Pacific.

Coca-Cola Bottlers Japan Holdings Makes CDP’s A List for
Climate Change and A- List for Water Security
In December 2022, in recognition of our efforts to develop and provide ecofriendly products and reduce CO 2 emissions in our business activities, CocaCola Bottlers Japan Holdings Inc. was recognized as an A List company (thehighest rating) for climate change in the annual corporate survey on sustainability, conducted by theinternational non-profit organization CDP. CDP’s annual corporate survey on sustainability serves as theglobal standard for corporate environmental information disclosure. In 2022, CDP surveyed over 10,000
companies, and selected 283 companies worldwide, including 74 Japanese companies, for their Climate
Change A List.Our plants work to reduce water consumption and recycle used water. Furthermore the
CCBJH Group enhances our water source replenishment capabilities to return the same quantity of waterused to manufacturing products at our plants back to nature. The results of these water security efforts
were comprehensively evaluated, and we were recognized as an A-List company, the leadership level, for
Water Security in the survey on sustainability conducted by CDP.

37

Coca-Cola Bottlers Japan Receives Highest Gold Award
and Also First Rainbow in Pride Index 2022
In November 2022, CCBJI received the highest-level Gold award in the PRIDE
Index 2022 to recognize LGBTQ initiatives. We also won the Rainbow award, which
recognizes companies that promote cross-sectoral collaboration to drive
understanding and advocacy of LGBTQ.
Upholding Inclusion as one of our pillars of the sustainability strategy, CCBJI has
promoted various initiatives in the area of LGBTQ, one of our priority issues. In July
2022 we introduced an “LGBTQ+ Ally Handbook” and released it free of charge toother companies and external organizations. In addition, we continued to engage
in external study sessions and awareness-raising activities regarding LGBTQ, whichbrought the highest rating of Gold award to all the Coca-Cola system companies including CCBJI and the
Rainbow award to both CCBJI and Coca-Cola Japan. CCBJI will continue to promote initiatives aimed atraising awareness of LGBTQ, and creating a comfortable working environment through internal and external
opportunities to do so.

Disclosure Based on TCFD Recommendations
Climate change is identified as one of the top risks in the Global
Risk Report published by the World Economic Forum. Based on the Paris Agreement adopted at COP21 in2015, over 140 countries and regions including Japan have declared their intention to achieve carbon
neutrality by 2050.
Recognizing climate change to be one a priority issue, CCBJI has considered countermeasures against
identified risks and opportunities. In particular, we decided that a more detailed analysis was necessary forclimate change, and starting 2021 conducted a scenario analysis. The analysis was conducted on thebeverage industry, which is our main business, in two scenarios: The 1.5/2°C scenario and the 4°C scenario.
In February 2022, we endorsed the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. We continued on to join the TCFD Consortium and the Climate Change Initiative topromote actions to reduce greenhouse gas emissions. Furthermore, in December, we disclosed information
based on the TCFD recommendations, referring to the updated TCFD Guidance released in October 2021.

38

TOPICS

Contribution to Local Communities

Osaka Kansai Expo
Toward the EXPO 2025 OSAKA, KANSAI, JAPAN (hereinafter, Osaka
Kansai Expo), Coca-Cola Bottlers Japan Inc. aims to contribute tocreating momentum for the event.
In April 2022, it was decided that CCBJI will be a Gold Partner
sponsor of the Signature Pavilion, a themed project for Osaka Kansai
Expo. Furthermore, in July 2022, we began rolling out Expo 2025
Osaka, Kansai, Japan Support Vending Machines. Starting with the
installation of the first unit at the Osaka International Convention
Center (Gran Cube Osaka), the number of units installed has exceeded
500 as of the end of December.
A share of proceeds from this machine will be donated to the Japan
Association for the 2025 World Exposition. Donations will support
various momentum-building activities leading up to the start of the
Expo. This way we hope to bring excitement to the event together withour customers through their drink purchases.
We will continue to implement measures that only the Coca-Colasystem can provide.

The first Expo 2025 Osaka, Kansai, Japan Support Vending
Machine (Osaka International Convention Center)

Expo 2025 Osaka, Kansai, Japan Support Vending
Machine in new wrapping design (Expo ’70 Pavilion
at Expo ’70 Commemorative Park)

Coca-Cola Bottlers Japan Ebino Plant Resumes Plant Tours
On December 2, 2020, CCBJI Ebino Plant (Ebino City,
Miyazaki Prefecture) resumed its plant tours for the firsttime in two years and nine months. The plant began its
plant tours in March 2006, and many visitors, including
local residents of Ebino City, have visited the plant.
However, in order to prevent the spread of COVID-19, theplant tours were suspended from the end of February
2020. Ebino Plant resumed the tours for the following
reasons: The vaccination environment has been put inplace nationwide, the plant is located in Ebino City,
Miyazaki Prefecture, which has relatively few cases ofinfection, and the plant and plant tour facilities are in
separate buildings.

Coca-Cola Bottlers Japan Ebino Plant

39

TOPICS

Environmental Initiatives

Coca-Cola Bottlers Japan Begins CAN to CAN, the Horizontal Recycling of Aluminum Cans
In cooperation with partner companies, Coca-Cola Bottlers Japan Inc. began CAN to CAN, horizontal recyclingof aluminum cans. This initiative is to recycle used aluminum cans collected from recycling boxes next tovending machines managed and operated by CCBJI as containers for can products. Our three products,
Georgia Kaoru Black 400ml, Georgia Kaoru Bito 370ml, and Bonaqua (Nansui) 400ml, which use 100% recycled
aluminum materials including CAN to CAN for the bottle can body, are available from January 2023.
Can products made from 100% recycled aluminum materials are expected to reduce CO2 emissions per can
by approximately 25% compared to aluminum bottles made from virgin ingots, while also maintaining existing
standards for opening and sealing performance. We plans to gradually expand the areas for collecting usedaluminum cans and increase the volume of collected cans to 9,000 tons per year.
With CAN to CAN, the horizontal recycling of aluminum cans, we willcontribute to the promotion of recycling aluminumcans and the reduction of CO2 emissions in Japan.
Outsourced sortingand processing

Raw material
supplyRecycling bin next to
Coca-Cola vending machineIntermediate
Treatment
ProviderUsed aluminum cans arecollected by our company

Press processing ofused aluminum cans

Shinryo Aluminum
Techno Corporation
Collection CenterCollecting pressed
used aluminum cans

MA Aluminum
Manufacture of aluminum
coils from pressed usedaluminum cans

ALTEMIRA
Manufacture Aluminum
Bottles for Beverages

Coca-Cola
Company Plants
Re-processed with
100% recycled
aluminum bottle cans

Vending
Machines andVending Stores
Product Sales

Biodiversity: Coca-Cola Bottlers Japan Joins the 30
by 30 Alliance and TNFD Forum
From July 2022, Coca-Cola Bottlers Japan Inc. joined the “30 by 30 Alliance for Biodiversity” established by
17 industry, private, and public organizations, including the Ministry of the Environment.
We have been engaged in various forest maintenance activities to preserve the water sources in all of our
17 plant areas, achieving over 353% water replenishment rate to return water to nature (actual rate in 2021). We
entered into agreements with local forestry cooperatives and work on activities to bring out the multifunctional
aspect of forests to the fullest. Through such efforts in forest maintenance and our participation in the Alliance,
we will also contribute to the conservation of biodiversity.
And in December 2022, endorsing the initiatives of the Taskforce on Nature-related Financial Disclosures(TNFD), we also joined the TNFD Forum.
CCBJI’s environmental policies define one of our important missions as “using water and other natural
resources that are indispensable for our business activities effectively.” Another important policy is passing the
global environment on to the coming generations in a sustainable manner. Through our participation in thisforum, CCBJI will strengthen our efforts to sustain biodiversity and contribute to the achievement of the
Sustainable Development Goals (SDGs) in our business areas, and aim to realize a sustainable society.

40(7) Status of Significant Subsidiaries (As of December 31, 2022)
Paid-in
Capital

Names

Percentage of
Voting Rights

Unit: MM yen

Main Businesses

Unit: %

Coca-Cola Bottlers Japan Inc.

100

100.0

FV Japan Co., Ltd.

100

100.0

Coca-Cola Bottlers Japan Vending Inc.

80

100.0

Coca-Cola Bottlers Japan Business Services Inc.

80

100.0

Manufacturing and sales of beverage andfood products
Sales of beverage and food products
Operation of vending machines
Office work related to sales of beverageand food products

Notes:
1. The percentage of voting rights includes the portion of indirect holdings via subsidiaries
2. The status of the Specified Wholly Owned Subsidiary of the Company is as follows as of December 31, 2022:

Name of Specified Wholly Owned Subsidiary

Coca-Cola Bottlers Japan Inc.

Address of Specified Wholly Owned Subsidiary9-7-1, Akasaka, Minato-ku, Tokyo
Book value of shares of Specified Wholly Owned Subsidiary of the Company
342,561 million yen
or Wholly Owned Subsidiary thereof
Total assets of the Company
502,941 million yen(8) Main Business (As of December 31, 2022)
Our Group operates the following businesses:
Beverage BusinessOur group manufactures and sells Coca-Cola, soft drinks and other beverage products.
The Company has contracts with The Coca-Cola Company and Coca-Cola (Japan) Company that govern the production
and sales of Coca-Cola and other products and the use of trademarks.
Names of segments
Beverage Business

Description
Manufacturing and sales of beverage products, the vending machine-related business, theprocurement of raw materials and materials, and the development, maintenance, andoperations of information systems

41

(9) Major Locations, etc. (As of December 31, 2022)
a. Location of the Company
Headquarters: 9-7-1 Akasaka, Minato-ku, Tokyo
b. Locations of headquarters offices of major subsidiaries:
Names

Locations

Coca-Cola Bottlers Japan Inc.

Minato-ku, TokyoFV Japan Co., Ltd.

Toshima-ku, Tokyo

Coca-Cola Bottlers Japan Vending Inc.

Minato-ku, Tokyo

Coca-Cola Bottlers Japan Business Services Inc.

Minato-ku, Tokyo

c. Major production bases
Beverage business
Zao Plant (Miyagi), Ibaraki Plant (Ibaraki), Iwatsuki Plant (Saitama), Saitama Plant (Saitama), Tama Plant (Tokyo),
Ebina Plant (Kanagawa), Hakushu Plant (Yamanashi), Tokai Plant (Aichi), Kyoto Plant (Kyoto), Akashi Plant (Hyogo),
Daisen Plant (Tottori), Hiroshima Plant (Hiroshima), Komatsu Plant (Ehime), Kiyama Plant (Saga), Tosu Plant (Saga),
Kumamoto Plant (Kumamoto), Ebino Plant (Miyazaki)d. Sales bases
Beverage business
A variety of locations in 38 prefectures within Southern Tohoku, Kanto, Koshinetsu, Chubu, Kinki, Chugoku, Shikoku
and Kyushu areas(10) Status of Employees (As of December 31, 2022)
Names of segments

Number of employees

Beverage businessYear-on-year change

14,484

Note: The number of employees above shows the number of persons on active service activity.

(11) Major Financial Institutions Providing Loans to the Company (As of December 31, 2022)
Names of institutions

Amount of loans

MUFG Bank, Ltd.

4,304 million yen

Sumitomo Mitsui Banking Corporation

2,696 million yen

42

(599)

2. Current Status of the Company(1) Status of Shares (As of December 31, 2022)
a. Total number of authorized shares: 500,000 thousandb. Total number of issued shares (excluding 26,928 thousand treasury shares): 179,340 thousandc. Number of shareholders: 77,268
d. Major shareholders (top 10)
Number ofshares held

Names of shareholders(Unit: thousand)Ratio ofshareholding(Unit: %)Coca-Cola (Japan) Co., Ltd.

27,956

15.59

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

19,404

10.82

Custody Bank of Japan, Ltd. (Trust Account)

5,755

3.21

Ichimura Foundation for New Technology

5,295

2.95

Satsuma Shuzo Co., Ltd.

4,736

2.64

Senshusha Co., Ltd.

4,088

2.28

Coca-Cola Holdings West Japan Inc.

4,075

2.27

Mitsubishi Heavy Industries Machinery Systems, Ltd.

3,912

2.18

MCA Holdings Co., Ltd.

3,408

1.90

BNYMSANV AS AGENT/CLIENTS LUX UCITS NON TREATY 1

3,192

1.78

Note: The treasury shares (26,928 thousand shares) are excluded from the list above and from the calculation of ratio of shareholding.

(2) Shares issued to corporate officers as compensation for the execution of their duties during the fiscal year (as ofDecember 31, 2022)
Not applicable.

433. Company’s Officers(1) Status of the Company’s Officers
a. Status of Directors (As of December 31, 2022)
Position
Representative
Director
Representative
Director

Name
Calin Dragan
Bjorn Ivar Ulgenes

Director
Director

Hiroshi Yoshioka
Hiroko Wada

Director

Hirokazu Yamura

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

Irial Finan

Director (Audit &Supervisory
Committee Member)

Areas of responsibility and important concurrent positions
President
Representative Director, President and CEO, Coca-Cola Bottlers Japan Inc.
Vice President and Chief Financial Officer (Head of Finance)
Representative Director, Vice President and CFO of Coca-Cola Bottlers
Japan Inc.
Representative Director, Chairman and President, Coca-Cola Bottlers Japan
Business Services Inc.
Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm Corporation
Representative Director & President, MICHINOKU COCA-COLA
BOTTLING CO., LTD.
Director, Smurfit Kappa Group Plc
Director, Fortune Brands Home & Security, Inc.

Celso Guiotoko

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

Nami Hamada

Co-Founder, Managing Director, Mile High Capital Inc.
Outside director (Audit Committee Member, Nominating Committee
Member, Compensation Committee Member), MetLife Insurance K.K.
Outside director, Shimadzu Corporation
President, Greater China and Mongolia Operating Unit, The Coca-Cola
Company

Vamsi Mohan Thati

Notes:
1.	Directors Hiroshi Yoshioka, Hiroko Wada, and Hirokazu Yamura and Directors (Audit & Supervisory Committee Members) Irial Finan, Celso
Guiotoko, Nami Hamada, and Vamsi Mohan Thati are Outside Directors.
2.	Directors Hiroshi Yoshioka, Hiroko Wada, and Hirokazu Yamura and Directors (Audit & Supervisory Committee Members) Celso Guiotoko andNami Hamada have been notified to the Tokyo Stock Exchange on which the Company is listed, as “Independent Officers” as defined in the rules of
the Tokyo Stock Exchange.
3.	Director (Audit & Supervisory Committee Member) Nami Hamada has accumulated a wealth of experience in finance and accounting by runningher own financial consulting company and is therefore highly knowledgeable about finance and accounting.
4.	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.

44

b. Outline of Limited Liability Agreements
In its Articles of Incorporation, the Company has established allowances concerning limited liability agreements with
Directors (excluding those who are not Executive Directors, etc.) in order to ensure that Directors (excluding those whoare not Executive Directors, etc.) can demonstrate the roles expected of them and the Company can invite and selectcompetent persons as Directors (including, not limited to, Outside Directors).
The Company has entered into limited liability agreements with Directors Hiroshi Yoshioka, Hiroko Wada, Hirokazu
Yamura, Irial Finan, Celso Guiotoko, Nami Hamada and Vamsi Mohan Thati to limit their liability for damages in theevent that he/she fails to perform his/her duties stipulated in Article 427, Paragraph 1 of the Companies Act. The limit ofliability in the Agreement shall be equal to the minimum liability limit stipulated by laws and ordinances.
c. Outline of the Directors’ and Officers’ Liability Insurance Policy
In order to ensure that directors (including those who are members of the Audit and Supervisory Committee) and theGroup’s executive officers can demonstrate the roles expected of them and the Company can select competent persons toserve as directors and executive officers, the Company has entered into a directors’ and officers’ liability insurance
contract with an insurance company and the Company bears the entire premium.
The policy, which insures the nine members of the Board of Directors, namely Representative Directors Calin Dragan
and Bjorn Ivar Ulgenes, and Directors Hiroshi Yoshioka, Hiroko Wada, Hirokazu Yamura, Irial Finan, Celso Guiotoko,
Nami Hamada, and Vamsi Mohan Thati, as well as the executive officers of the Group, covers damages and legal
expenses incurred by shareholders, the Company, employees, or other third parties during the insurance period in theevent of claims for damages arising from the insured’s conduct in the course of his or her duties as an officer of theCompany.

45

(2) Officer compensation, etc.
a. Compensation policy and process for determining the policy(a). Basic policy on compensation for Executive Directors and Executive Officers(i)	Compensation level and structure that enable hiring and retaining high-quality talents from the perspective of
diverse nationalities and experiences.
(ii)	Compensation composition ratio emphasizing performance-linked compensation, resulting in providing sufficientincentives for profitable growth.
(iii)	Introduce the system to further improve mid- to long-term corporate value and reinforce alignment of interests
with the shareholders.
(b). Supervisory Officers (Directors serving on the Audit and Supervisory Committee and Outside Directors not servingon the Audit and Supervisory Committee)
The compensation level and structure that is appropriate as roles in managerial supervision and audit.
(c). Process for determining the policy
The policy for determining compensation for Officers, etc. shall be determined upon deliberation by the Audit andSupervisory Committee and approval by the Board of Directors.
The current policy (policy for determining compensation for Directors, etc.) has been resolved by the Board of
Directors on March 25, 2021.

46

b. Details and procedures on compensation for Executive Directors and Executive Officers(a). Compensation structure
Base salary

Fixed compensation

Retirement payments

Annual bonus

Variable compensation●	Monthly payment of an amount determined based on
responsibilities.
●	10% of annual base salary is retained, and the accumulated
amount is calculated and paid upon their retirement.
●	This payment may be reduced or withheld altogether if therecipient has caused significant damage to the CCBJHGroup or been subject to disciplinary action. It may also
be specially increased where the recipient has given
particularly distinguished contribution. Any reduction,
withholding, or special increase will be decided at theBoard of Directors Meeting, based on deliberation by the
Audit and Supervisory Committee.
●	Provided at a certain point in the year as an incentive forachieving performance targets for each fiscal year.
●	The target amount is set in the range of 30% to 85% ofbase salary, depending on their responsibilities.
●	The amount of payment varies in the range of 0% to 150%of the target amount depending on the achievement of
performance targets in each fiscal year (companywide
performance and individual evaluations).
●	To provide motivation to achieve profitable growth,business income, sales volume, and net sales have been
adopted as measures for evaluating companywide
performance, based on the Company’s policy regarding thedetermination of compensation, etc. for Directors, etc.

47

The portion of thecompensation shown on
the left provided to
Directors will not exceed
the following amount.
Compensation limit for
Directors (excluding
Directors serving on the
Audit and Supervisory
Committee): 850 million
yen per year (approvedby resolution no. 5 of2019 Annual General
Meeting of Shareholders)(five in number at thetime of the resolution,
excluding Directors
serving on the Audit andSupervisory Committee)* In case where the Audit
and Supervisory
Committee hasdeliberated and deemed
it necessary, payments
within 850 million yen
may be made for fringe
benefits such as
housing allowance, etc.

Long-term incentives

Variable compensation(1) PSU(Performance Share
Units)(2) RSU(Restricted Stock
Units)●	Two types of stock-based compensation systems, (1) PSU
and (2) RSU, are adopted as long-term incentives.
●	The basic amount of all long-term incentives (1) PSU +(2) RSU is set in the range of 15% to 100% of base salary
based on the responsibilities. 50% of this basic amount is
set as the basic PSU amount, and 50% is set as the basic
RSU amount.
●	With regard to (2) RSU, additional grants for the purposeof retention, etc. may be made in addition to the abovementioned basic RSU amount and in case for Directors, up
to the compensation limit detailed on the right if deemednecessary by the Audit and Supervisory Committee(Special RSU).
●	Granted as an incentive for achieving medium to long term
performance targets.
●	The number of shares to be issued shall be determined within
the range of 0% to 150% of the basic PSU amount dependingon the achievement of performance targets (only considering
companywide performance) over the three years after theshare units have been granted (half of the shares to be issued
shall be paid in cash for the purpose of allocating funds forthe payment of tax obligations).
●	To provide motivation to enhance corporate value over the
mid to long term, consolidated ROE and consolidated sales
growth rate have been adopted as measures for evaluating
performance, based on the Company’s policy regarding thedetermination of compensation for Directors, etc.
●	Granted for the purpose of aligning interests withshareholders, creating incentives to increase corporate
value, and strengthening retention of talented people.
●	A predetermined number of shares are issued at retirement(half of the shares to be issued shall be paid in cash for the
purpose of allocating funds for the payment of tax
obligations).

The portion of thecompensation shown on
the left provided to
Directors will not exceed
the following amount.
Compensation limit for
Directors (excluding
Directors serving on the
Audit and Supervisory
Committee):
Maximum amount of
600,000 shares per year
multiplied by the market
value at the time of issue(approved by resolution
no. 4 of 2020 Annual
General Meeting of
Shareholders) (five in
number at the time of theresolution, excluding
Directors serving on the
Audit and Supervisory
Committee)*1, Regarding fringe benefits, to support the execution of assignments outside the home country, compensation for difference in tax rates between
other countries and Japan, housing allowance, etc. are provided in accordance with the internal regulations approved at the Board of Directors
Meeting through deliberations by the Audit and Supervisory Committee.
*2, In the Proposal No. 5 of the Company’s Annual General Meeting of Shareholders for the fiscal year 2022 to be held on March 28, 2023
(hereinafter referred to as the “Annual General Meeting”), if the Board of Directors approves the introduction of a new long-term incentive(stock-based compensation) plan under which a trust established by the Company will acquire the Company’s shares and deliver them to the
executive directors, the maximum amount of the new plan is 2,880 million yen in total for three fiscal years and the maximum number of sharesis 1,800,000 shares for three fiscal years. The number of directors at the conclusion of this General Meeting of Shareholders is 5 (including 2
executive directors), excluding directors who are members of the Audit and Supervisory Committee.

48

(b). Process for determining compensation
Approval of compensation including the amount of performance-linked compensation for Executive Directors shall bedelegated to a Representative Director (Calin Dragan) upon resolution by the Board of Directors, and the amount shallbe determined by the Representative Director in accordance with the “Policy for Determining Compensation for
Directors, etc.” approved by the Board of Directors within the total amount determined by the resolution of theGeneral Meeting of Shareholders after the terms of compensation are deliberated by the Audit and Supervisory
Committee composed solely of Outside Directors in order to enhance the transparency and objectivity of proceduresfor determining compensation. The reason for the delegation is that the Representative Director is deemed appropriate
to determine the performance results of each Director while taking into account the overall performance of theCompany. In order for the Representative Director to exercise such authority appropriately, the decision on this has
been made after deliberations by the Audit & Supervisory Committee. The compensation for Executive Officers shallalso be determined through deliberations by the Audit and Supervisory Committee. Therefore, the Board of Directors
deems that the content of these compensations is in line with the above decision-making policy.
(i)

Activities of the Board of Directors

The Board of Directors’ activities concerning the determination of Officer compensation for FY2022 are as follows.
(1) Number of meetings of the Board of Directors held over one year from January 2022 to December 2022: 7(2) Main subjects discussed by the Board of Directors concerning Officer compensation and Officer compensation
structure in FY2022:• Payment of 2021 annual incentive and non-vesting of 2019 long-term incentive for Directors and Executive
Officers• 2021 special award• Revision of internal regulations regarding fringe benefits• FY2022 compensation for directors (excluding Directors serving on Audit and Supervisory Committee) and
Executive Officers• Report on the number of share units to be granted to the Directors and Executive Officers in FY2022• 2022 special RSU• Vesting scheme for stock-based compensation

49

(ii) Activities of the Audit & Supervisory Committee
Activities of the Audit & Supervisory Committee concerning the determination of Officer compensation for FY2022
are as follows.
(1) Number of meetings of the Audit and Supervisory Committee held over one year from January 2022 to
December 2022: 5(2) Main subjects discussed by the Audit & Supervisory Committee concerning Officer compensation and Officer
compensation structure in FY2022:• Payment of 2021 annual incentive and non-vesting of 2019 long-term incentive for Directors and Executive
Officers• 2021 special award• 2022 Executive compensation proposal• Revision of internal regulations regarding fringe benefits• FY2022 Compensation for Audit and Supervisory Committee members• 2022 special RSU• 2022 Executive individual objectives• Vesting scheme for stock-based compensation(c). Compensation level
Compensation is decided according to the responsibilities by utilizing data from compensation surveys performed byexternal research organizations and taking into account the level of compensation provided at companies such as
domestic and overseas companies of similar scale in similar industries with the intent to provide a level ofcompensation that enables recruitment and retention of talented people who are highly diverse in terms of nationality,
experience, etc.

50

Image of compensation structure (Representative Director and President)

Maximum
Fixed: 30% / Variable: 70%
TargetFixed: 37% / Variable: 63%

Variable
Compensation

Minimum
Fixed: 69% / Variable: 31%

FixedCompensation
Base Salary & Retirement payments

RSU

Annual Bonus & PSU at Target

51

Annual Bonus & PSU at Maximum

c. Guidelines and procedures for determining compensation for Supervisory Officers
The compensation for Supervisory Officers (Directors who are Audit & Supervisory Committee Members and Outside
Directors who are not Audit & Supervisory Committee Members) is composed of basic compensation only in view of
their role as supervisors and auditors of CCBJI business. Compensation levels are set according to the role 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.
The individual compensation for Directors serving on the Audit and Supervisory Committee is proposed to the Audit
and Supervisory Committee and determined upon consultation with Directors serving on the Audit and Supervisory
Committee within the total amount determined by the resolution of the General Meeting of Shareholders. The
compensation for Outside Directors not serving on the Audit and Supervisory Committee shall be delegated to a
Representative Director (Calin Dragan) upon resolution by the Board of Directors, and the amount shall be determinedby the Representative Director in accordance with the “Policy for Determining Compensation for Directors, etc.”
approved by the Board of Directors after the terms of compensation are deliberated by the Audit and Supervisory
Committee. The reason for delegating these authorities to the President and Representative Director is that the President
and Representative Director is considered to be the most appropriate person to evaluate the responsibilities of each
Director. To ensure that such authority is appropriately exercised by the President and Representative Director, decisions
on the details of compensation for outside directors who are not members of the Audit and Supervisory Committee are
made after deliberation by the Audit and Supervisory Committee. Therefore, the Board of Directors deems that thecontent of these remunerations is in line with the above decision-making policy.

52

d. Details of compensation for Officers for FY2022(a). Total amount of compensation, etc. by position, total amount of compensation, etc. by category and headcount of
Officers
Positions

Total
Basic
remuneration(million yen) compensation(Note 3)

Types of remuneration
Retirement
payments

AnnualbonusesLong-term
incentives(Note 4)

Other
(Note 5)

Headcount of
Officers(people)Directors (excluding Directors
serving on the Audit andSupervisory Committee)(of which Outside Directors)

1,013
(43)

540
(43)

21
(–)

181
(–)

250
(–)

21
(–)

5
(3)

Directors (serving on the Audit
and Supervisory Committee)(of which Outside Directors)

72
(72)

72
(72)

–
(–)

–
(–)

–
(–)

–
(–)

4
(4)

Total
(of which Outside Directors)

1,085
(115)

611
(115)

21
(–)

181
(–)

250
(–)

21
(–)

9
(7)

Note 1: In accordance with the resolution passed at the 62nd Annual General Meeting of Shareholders held on March 26, 2020, the upper limit ofcompensation for Directors (five in number at the time of the resolution, excluding Directors serving on the Audit and Supervisory Committee)
shall be 850 million yen per year (of which 50 million yen per year for Outside Directors (two in number at the time of the resolution); in
accordance with the resolution passed at the 58th Annual General Meeting of Shareholders held on March 23, 2016, the upper limit ofcompensation for Directors serving on the Audit and Supervisory Committee (five at the time of the resolution) shall be 100 million yen per
year.
Note 2: Separately, in accordance with the resolution taken at the 63rd Annual General Meeting of Shareholders held on March 25, 2021, for Directors(excluding Directors serving on the Audit and Supervisory Committee), the upper limit of stock-based compensation consisting of monetarycompensation receivables and cash (“PSU” and “RSU”) to Executive Directors shall be annual amount not exceeding in total the value of
600,000 shares multiplied by the market value of the monetary compensation receivables and cash at the time of issue”
Note 3: Basic compensation includes an amount equivalent to fringe benefits (compensation for difference in tax rates between other countries andJapan, housing allowance, etc.), etc.
Note 4: Long-term incentives include PSU, RSU and Special RSU.
Note 5: Other is retention award (refer to d. Others).

53

(b). Significant employee salary received by the officer concurrently serving as an employee
Not applicable(c). Payment rate, etc. of incentive compensation(i)Annual Incentive	In alignment with the mid-term management plan and the goal of achieving it, business income, sales volume andnet sales are set as proper performance metrics of Annual Bonus to measure company performance of theCompany in the previous years. Performance is calculated based on predetermined targets and actual
achievement, weighted average achievement for FY2022. The achievement level of the company’s businessperformance for the period under review was 109%, despite the continuing difficult business environment, due tothe contribution of improved profitability resulting from price revisions, especially in terms of sales volume, sales
revenue, and market share. The individual performance evaluation-based payout rate for Executive Directors was
100%. Based on the company performance and individual performance evaluation, the Audit and Supervisory
Committee discussed and reviewed the final payout rate (rate of actual annual incentive paid against target
payout) for FY2022. As a result, it determined that 105% is reasonable.
(ii)	PSU
	PSU granted in 2020 is subject to a 3-year performance period from 2020-2022 and assessed using the corporate
performance metrics of consolidated ROE and consolidated sales growth rate. Performance was assessed against
predetermined targets and actual achievement for 2019-2021, weighted average achievement for 3-year period
was -193%. The vesting rate of PSU granted against target value fluctuates between 0 - 150% depending on
achievement levels of performance targets. Based on the above-mentioned result, the payout rate of the PSU (rateof PSU’s granted against target) is 0%.
	For the 2021 PSU, the vesting rate is expected to be 0%, as the challenging business environment is expected tocontinue in 2023, the final year of the evaluation period.
	The vesting rate of PSU granted in 2022 is calculated based on ROE for the final fiscal year of the relevant
performance period and the annual average sales growth rate for the relevant performance period. Therefore, it is
not possible to estimate the payout rate reasonably at this time.
(d). Others
A total of 21 million yen was paid in cash in March 2023 as a retention award for FY2022 to maintain the motivation
to lead the change, taking into account the disadvantages caused by differences between Japan and the other countries
due to the level of compensation in each country, rising prices, and the rapid depreciation of the yen.
The Audit and Supervisory Committee deliberated on the decision to grant this retention award and determined that it
was appropriate.

54

(3) Outside Officers
a. Matters relating to Outside Officers(a) Positions held concurrently as Directors with executive authority over operations, etc. at other corporations, etc. andOutside Officers, etc. at other corporations, etc. (As of December 31, 2022)
Position
Outside Director
Outside Director

Name
Hiroshi Yoshioka
Hiroko Wada

Outside Director

Hirokazu Yamura

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

Irial Finan

Outside Director(Audit & Supervisory
Committee Member)

Important concurrent positions
Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation
Representative Director & President, MICHINOKU COCA-COLA
BOTTLING CO., LTD.
Director, Smurfit Kappa Group Plc
Director, Fortune Brands Home & Security, Inc.

Celso Guiotoko

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

Nami Hamada

Co-Founder, Managing Director, Mile High Capital Inc.
Outside director (Audit Committee Member, Nominating Committee
Member, Compensation Committee Member), MetLife Insurance K.K.
Outside director, Shimadzu Corporation.
President, Greater China and Mongolia Operating Unit, The Coca-Cola
Company

Vamsi Mohan Thati

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) The Company and MICHINOKU COCA-COLA BOTTLING CO., LTD. have a trading relationship (sales, 0.4% of consolidated sales
revenue of the Company; purchases, 0.3% of consolidated sales revenue of MICHINOKU COCA-COLA BOTTLING CO., LTD.
(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) There is no business relationship to be disclosed between the Company and Nishimoto Co., Ltd.
(8) There is no business relationship to be disclosed between the Company and Mile High Capital Inc.
(9) There is no business relationship to be disclosed between the Company and MetLife Insurance K.K.
(10) THE COCA-COLA COMPANY is an “Other Related Company” of the Company, and the Company has entered into agreements with itconcerning the manufacture and sale of Coca-Cola and other products and the use of its trademarks.

55

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

Name

Main activities

Outside Director

Hiroshi Yoshioka

He attended all the 7 Board of Directors’ meetings held during the fiscal year
under review and provided advice as appropriate based on his considerable
experience and global knowledge gained at the Coca-Cola bottling companies
in Japan and Sony Corporation.

Outside Director

Hiroko Wada

She attended all the 7 Board of Directors’ meetings held during the fiscal year
under review and provided advice as appropriate based on her considerable
experience and global knowledge gained as officer at The Procter & Gamble
Company and as Representative Director at Dyson Ltd. and Toys”R”UsJapan Ltd.

Outside Director

Hirokazu Yamura

He attended all the 7 Board of Directors’ meetings held during the fiscal year
under review after he assumed Director of the Company and provided advice
as appropriate based on his considerable experience and knowledge gained inmanagement and as Representative Director & President at Michinoku CocaCola Bottling Co., Ltd..

Outside Director(Audit & Supervisory
Committee Member)

Irial Finan

He attended all the 7 Board of Directors’ meetings and 5 Audit & Supervisory
Committee’s meetings held during the fiscal year under review and provided
advice as appropriate based on his considerable experience and global
knowledge gained as a corporate executive engaged in Coca-Cola businessover many years engaging in management of The Coca-Cola Company andglobal bottlers and acting as a representative of the Bottling Investments
Group engaging in oversight of Coca-Cola bottlers worldwide.

Outside Director(Audit & Supervisory
Committee Member)

Celso Guiotoko

He attended all the 7 Board of Directors’ meetings and 5 Audit & Supervisory
Committee’s meetings held during the fiscal year under review and provided
advice as appropriate based on his considerable experiences and global
expertise gained at Nissan Motor Co., Ltd. (“Nissan”) as well as NishimotoCo., Ltd. And his audit experience as Statutory Auditor at Nissan.

Outside Director(Audit & Supervisory
Committee Member)

Nami Hamada

She attended all the 7 Board of Directors’ meetings and 5 Audit &Supervisory Committee’s meetings held during the fiscal year under review
and provided advice as appropriate based on her considerable experiences on
Finance and Accounting gained as a proprietor of her own finance consulting
company and her considerable experiences and global knowledge gained as acorporate executive at Lehman Brothers Japan Inc..

Outside Director(Audit & Supervisory
Committee Member)

Vamsi Mohan Thati

He attended all the 7 Board of Directors’ meetings and 5 Audit & Supervisory
Committee’s meetings held during the fiscal year under review and provided
advice as appropriate based on his considerable experience and global
knowledge gained at business units of The Coca-Cola Company in Asia as amanagement.

56

4. Company Structure and Policies(1) Accounting Auditor
a. NameErnst & Young ShinNihon LLC
b. Amount of Remuneration
Categories

Amount paid

Remuneration for services stipulated in Article 2, Paragraph 1 of theCertified Public Accountants Act
Remuneration for services other than those stipulated in Article 2,
Paragraph 1 of the Certified Public Accountants Act
Remuneration by the Company and/or its subsidiaries to the
Accounting Auditor

Remarks

71 million yen(Note)–
197 million yen

Notes:
1.	The audit contract between the Company and the accounting auditor does not distinguish between remuneration paid for the audit conducted inaccordance with the Companies Act and remuneration paid for the audit conducted in accordance with Financial Instruments and Exchange Act.
Accordingly, the amount above is the aggregate amount.
2.	The Audit and Supervisory Committee confirmed and reviewed the appropriateness and adequacy of the audit plans, audit hours, implementation
status and grounds for the estimate of the remuneration as submitted by the accounting auditor before granting approval to the remuneration payable
to the accounting auditor.

c. Policy on Decisions on Dismissal or Non-Reappointment of Accounting Auditor
In the case that it is reasonably judged that the accounting auditor falls under any of the dismissal events listed in theitems of Article 340, Paragraph 1 of the Companies Act, the Audit and Supervisory Committee will remove theaccounting auditor with the consent of all members. In this case, a Committee member selected by the Audit andSupervisory Committee will disclose the removal and its reason at the Meeting of Shareholders convened for the firsttime after the removal.
Additionally, concerning dismissal or non-reappointment of the accounting auditor, the Audit and Supervisory
Committee shall decide contents of a proposed resolution they submit to the General Meeting of Shareholders, in theevent they judge it necessary to do so in cases such as where the accounting auditor is recognized to have difficulty inproperly fulfilling its auditing duties.

57

(2) The System to Ensure Business Adequacya. Overview of the system to ensure business adequacy
In order to establish the system to ensure that the jobs conducted by the Directors comply with the laws and regulations
and the Articles of Incorporation, and other systems to ensure appropriateness of operation (to be referred to as “internal
control” hereinafter), the Company has made a resolution on “the Internal Control System Basic Policy” at the Board of
Directors Meeting.
“The Internal Control System Basic Policy” is as shown below.
(a) System to ensure that performance of duties by Directors and employees of the Group conforms to laws andregulations and the Articles of Incorporation
The “Code of Conduct” shall be established in order to ensure that all the Directors, Executive Officers, andemployees of the Group comply with laws and regulations and the Articles of Incorporation to act in conformity
with social norms. The Ethics & Compliance Committee shall be convened periodically in order to reinforce thecompliance system and to prevent non-compliance.
An internal whistle-blowing system against non-compliance, namely, a reporting and consultation contact separate
from the reporting line to immediate managers, shall be set up.
The oversight function of the Board of Directors shall be reinforced by adopting the company system where Audit
and Supervisory Committee is established in order to ensure auditing by the Audit and Supervisory Committee,
which is comprised exclusively of Outside Directors.
The department in charge of internal auditing shall be established in order to audit whether business activities are
conducted appropriately and effectively in conformity with laws and regulations, the Articles of Incorporation,
Company Rules and Regulations, etc.
The Company clearly identifies the firm stance against anti-social forces and organizations that cause threats to theorders and safety of civil society and that the Company never ties with such entities. The Company shall neveraccede to any illegal request and deal with any such request in cooperation with the police, lawyers, etc.
(b) System to retain and manage information related to Directors’ performance of their duties
The Company shall record information regarding minutes of General Shareholders meetings, minutes of Board of
Directors meetings, documents and other materials related to important decision-makings and Directors’
performance of their duties in documents or electronic media and retain it in accordance with the Rules ofDocumentation Handling and Information Security Policy in a manner similar to that for statutory documents.
The Company’s Directors may inspect such documents, etc. at any time.

58

(c) Regulations and other systems concerning loss risk management of the GroupI n accordance with the Group policy on responding to material business risks and from the viewpoint ofmanagement of other risks, significant items shall be reported to the main meetings dealing with risk management,
and the main meetings shall determine policies to deal with risks as required.
The Company establishes rules, guidelines, etc. and maintains an organization to execute effective response tomaterial risks, and ensure the matters to be passed down by implementing training for the entire Group, etc.
The department in charge of risk management in the Company or its subsidiaries is to monitor the condition ofcompany-wide risks and to take appropriate measures on a group-wide basis. The Company promptly designates
who is in charge of the response to new risks that arise.
(d) System to ensure efficiency of performance of duties by the Group Directors
The Company’s Board of Directors shall determine Group-wide management policy and goals shared by the
Directors, Executive Officers, employees and others of the Group, and determine the efficient method to achieve
the goals including the allocation of authority based on the group’s decision-making rules.
In addition to Board of Directors meetings, appropriate forums, such as the main meetings held within theoperating companies, shall be organized to deliberate significant matters affecting the entire Group, thereby
ensuring that decisions are reached based on considerations of multi-dimensional aspects.
(e) System to ensure appropriateness of operations in a corporate group, which consists of the Company and its
subsidiaries
The Company shall ensure management integration of the Group through establishment of a corporate philosophy,
management policy, the Code of Business Conduct & Ethics and Chart of Authority common throughout the Groupand supervise and manage the performance of the subsidiaries’ operations.
(f) Matters concerning employees assisting the Audit and Supervisory Committee to execute the duties if the Audit andSupervisory Committee request the assignment of such employees, matters concerning the independence of such
employees from Directors (excluding Directors serving on the Audit and Supervisory Committee) and matters related
to ensuring the effectiveness of instructions given by the Audit and Supervisory Committee to such employees
The Company shall assign employees assisting the Audit and Supervisory Committee. Such employees shall executethe duties under the instructions given by the Audit and Supervisory Committee in assisting executions of duties by
the Audit and Supervisory Committee and shall not receive instructions from Directors (excluding Directors servingon the Audit and Supervisory Committee).

59(g) System for reporting by Directors and employees of the Group to the Audit and Supervisory Committee andsystems to ensure that reporting parties do not receive disadvantageous treatment as a result of such reports
Upon discovery of any incident that could cause the Group substantial damage, such as acts in violation of laws
and regulations, the Directors (excluding Directors serving on the Audit and Supervisory Committee), Executive
Officers, employees and others of the Company shall immediately report the matter to the Audit and Supervisory
Committee.
The Internal Audit Department shall regularly report internal audit results and the status of other activities in theGroup to the Audit and Supervisory Committee.
The department in charge of compliance shall regularly report the status of whistle-blowing in the Group to the
Audit and Supervisory Committee.
The Company shall prohibit unjust treatment of the reporter to the Audit and Supervisory Committee, and ensurethat this matter would be informed to all the Executive Officers and employees of the Group.
(h) Matters concerning procedures for advance payment or reimbursement of expenses incurred in the course of
performance of duties by Directors serving on the Audit and Supervisory Committee and policies related to processing
expenses or liabilities arising from performance of duties by Directors serving on the Audit and Supervisory
Committee
The Company establishes enough budget for Directors serving on the Audit and Supervisory Committee each year
to fulfill the performance of their duties.
(i) Other systems to ensure that the Audit and Supervisory Committee’s audit is conducted effectively
The Representative Director and the Audit and Supervisory Committee member shall hold meetings on a regularbasis to exchange opinions in order to communicate with each other.
The Representative Director shall prepare an environment so that the Audit and Supervisory Committee members
are able to cooperate with external experts, such as lawyers and certified public accountants, in the course of its
duties whenever the Audit and Supervisory Committee members deem it necessary.
The Audit and Supervisory Committee shall regularly provide opportunities for the exchange of opinions with theInternal Audit Department and accounting auditor.
b. Overview of the operational status of the system to ensure business adequacy(a) Initiative for ensuring compliance
The Company has developed its corporate philosophy and Code of Business Conduct & Ethics for the entire Group sothat all officers and employees will comply with laws and regulations and the Articles of Incorporation to act inconformity with social norms, and notifications are being ensured.

60

Additionally, CCBJH Group Ethics & Compliance Committee, chaired by the President, is held to work upon
reinforcement of the compliance structure and prevention of occurrence of non-compliance cases.
Furthermore, Regulations for Handling Whistleblowing have been developed, and an internal whistle-blowing
system is being operated by establishing Ethics & Compliance Reporting Hotline internally and at an external law
office and specialized agencies to work upon early detection and improvement of non-compliance cases.
(b) Initiative on loss risk management
The Company has developed CCBJH Group Rules of Risk Management and is working upon preventing theoccurrence of various risks that may arise for the Company. At the same time, the Company has formulated a response
strategy implemented in the eventuality of risk materialization and developed a system to minimize damage andconfusion for business by responding to the risk promptly and adequately.
Furthermore, in order to minimize damage and impact on business caused by natural disasters, etc., the Company
periodically holds risk management drills, disaster response drills and safety confirmation drills, verifying theeffectiveness of its business continuity plan that helps to deal with large-scale disasters.
(c) Initiative on ensuring adequacy and efficiency of the jobs conducted
The Company has established the Audit and Supervisory Committee in order to further enrich deliberation on matterswith particular importance at the Board of Directors Meeting, whereas determination on conduct of other businesses is
entrusted to the Directors.
Additionally, authority is delegated to Executive Officers and Heads of Functions / Departments so that decisions
are made regarding business conduct based on the approval authority standard in accordance with the Group
operational structure to ensure acceleration and streamlining of management decisions made by the management
members.
(d) Initiative on ensuring that audit by the Audit and Supervisory Committee be conducted in an effective manner
The Audit and Supervisory Committee members audit the status of business conduct by the Directors, Executive
Officers, and employees in accordance with relevant laws and regulations, the Articles of Incorporation, and theRegulations of the Audit & Supervisory Committee prepared by the Audit and Supervisory Committee by attending
the Board of Directors meeting, and by referring to the audit results, etc. provided by the department in charge ofinternal audit and the accounting auditor.
The Audit and Supervisory Committee members periodically exchange opinions regarding such audit results with
the Representative Directors.

61

(3) Basic Policies on the Control of the Stock Company
Basic Policies on the Control of the Stock Company as follows.
a. Details of Basic Policy
The Company believes that the persons who control decisions on the Company’s financial and business policies need tounderstand the source of the Company’s corporate value to make it possible to continually, persistently ensure andenhance the Company’s corporate value and, in turn, the common interests of its shareholders. The Company believes
that a decision on any proposed acquisition that would involve a change of corporate control of the Company should
ultimately be made based on the intent of its shareholders as a whole. In addition, the Company would not reject a largescale acquisition of the shares in the Company if it would contribute to the corporate value of the Company and, in turn,the common interests of its shareholders.
However, there are some forms of large-scale acquisition of shares that benefit neither the corporate value of the target
company nor the common interests of its shareholders: those with a purpose that would obviously harm the corporate
value of the target company and, in turn, the common interests of its shareholders; those with the potential tosubstantially coerce shareholders into selling their shares; those that do not provide sufficient time or information for thetarget company’s board of directors and shareholders to consider the terms of the large-scale acquisition of shares, or forthe target company’s board of directors to present a business plan or an alternative proposal; and those that require thetarget company to discuss or negotiate with the acquirer in order to procure more favorable terms for shareholders thanthose presented by the acquirer.
The Company believes that the persons who control decisions on the Company’s financial and business policies need
to be persons who fully understand the importance of (i) providing freshness and refreshment to people around the worldand embedding the “Coca-Cola” brand, which is now a part of our life style, in local communities; (ii) striving
aggressively to win in the market as the customers’ preferred partner with a deep understanding of the Company’s
corporate philosophy; (iii) appreciating employees who have a strong sense of responsibility to thoroughly pursue
customer satisfaction, and proactively working on building a workplace environment that can make each and every
employee feel rewarded, motivated and proud of being a member of the Coca-Cola family; and (iv) contributing to local
communities and proactively dealing with environmental issues with a strong sense of responsibility as a corporate
citizen that continues to strive to assist in the realization of an affluent society, preserve relationships of mutual trust withcustomers, business partners, shareholders and employees and perform to their expectations, and make it possible tocontinually and persistently ensure and enhance the Company’s corporate value and, in turn, the common interests of its
shareholders from a mid- to long-term perspective.

62

Therefore, the Company believes that a person who would make a large-scale acquisition of the shares in the
Company in a manner that does not contribute to the corporate value of the Company and, in turn, the common interestsof its shareholders would be inappropriate to become a person who would control decisions on the Company’s financial
and business policies.
The Company believes that it is necessary to ensure and enhance the corporate value of the Company and, in turn, thecommon interests of its shareholders by taking the necessary and reasonable countermeasures against a large-scaleacquisition of the shares in the Company by such a person.
b. Initiatives to realize the basic policies(a) Summary of special initiatives that contribute to realizing the basic policies
The Group not only assumes a leading role in transforming the Coca-Cola business in Japan by deploying various
joint initiatives such as product development and test marketing with The Coca-Cola Company and Coca-Cola (Japan)
Company, Limited (100% funded by The Coca-Cola Company) as a business strategic partner, but also strives tobecome a company trusted by the stakeholders of consumers, customers, shareholders and employees.
While major growth of the soft drink industry cannot be expected as the market has already matured, the businessenvironment surrounding is projected to become harsher as competition intensifies among soft drink companies.
Under such circumstances, the Group aims to become the preferred partner of our customers and consumers in all
drinking occasions by establishing a robust and sustainable operating model, pursuing success in high-priority areas,and drastically transforming the business to ensure growth.
In addition, the Company has adopted the company system with an Audit and Supervisory Committee in order tofurther reinforce the governance system. The Audit and Supervisory Committee serves as the auditing body of theCompany that is comprised exclusively of external directors, including multiple independent external directors. To
strengthen the management oversight function, these external directors that serve as the member of the Audit andSupervisory Committee have each been granted a voting right in the Board of Directors meetings, in addition to theright to state their opinions in shareholders’ meetings on matters pertaining to the designation of board members andtheir remuneration, among others. In order to separate the decision-making, business management and businessexecution functions, the Company is implementing a corporate executive officer system. In addition to the foregoing,
for more fruitful deliberations of highly important matters in the Board of Directors meetings, the Company isdelegating the authority to make decisions on certain important matters that require prompt business executions to
specific directors as well as facilitating speedy decision making of other matters.

63

(b) Outline of measures to prevent inappropriate persons from controlling the finance and business policy decisions of
the Company in light of the basic policy
Upon any substantial acquisition of the Company shares, the Company strives to proactively collect and timely
disclose information in order to ensure and improve the corporate value of the Company and the common interest ofshareholders as well as make appropriate measures as needed under the scope permitted by laws and regulations andthe Articles of Incorporation.
When Board Meeting determines it necessary to reapply anti-takeover measures in order to ensure and improve thecorporate value of the Company and the common interest of shareholders, taking into considerations of the future
trend of the society, the Company consults with shareholders at the Meeting of Shareholders as stipulated in the
Articles of Incorporation for decision of the implementation.
(c) Decisions of the Company’s Board of Directors regarding specific measures and reasons therefor
The measure described in the previous b. (a) was introduced as a specific measure to continuously and sustainably
improve the corporate value of the Company and the common interest of shareholders and is consistent with theCompany’s basic policy.
In addition, the measure described in the previous b. (b) was introduced as a specific measure to ensure and improvethe corporate value of the Company and the common interest of shareholders as needed under the scope permitted bylaws and regulations and the Articles of Incorporation focusing on the intention of shareholders, and it is not intended
to undermine the shareholders’ common interests or preserve the positions of the Company officers.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~(Note: Amounts, number of shares and ratios in the business report are rounded off to the nearest unit.)64Consolidated Statement of Financial Position
As of December 31, 2022
(Millions of yen)

AssetsCurrent assets:

Liabilities
272,122

Cash and cash equivalents

84,074

Trade and other receivables
Inventories
Other financial assets
Other current assets
Non-current assets:

Lease liabilities

5,122

Income taxes payable

1,272

71,051Other financial liabilities

654

Other current liabilities

20,339Non-current liabilities:

213,737

Bonds and debts

155,701

Lease liabilities

18,146542
13,108Other non-current assets
Total assets

Other non-current financial liabilities

554,615

21,841

Deferred tax assets

108,254

103,346

Right-of-use assets

Other financial assets

Trade and other payables

1,000

425,009

Investments accounted for using theequity method

136,641

Bonds and debts

Property, plant and equipment

Intangible assets

Current liabilities:

Net defined benefit liabilities

17,817

Provisions

1,761

Deferred tax liabilities

17,157

Other non-current liabilities
Total liabilities

65,8658

3,147
350,378

EquityEquity attributable to owners of the parent (total)

322
15,88820,581

15,232

Capital surplus

451,264Retained earnings

94,209Treasury shares(85,667)

Accumulated other comprehensive income

5,110

Non-controlling interests

826,737

Note: Amounts less than one million yen are rounded.

65

476,216

Capital stock

1,177
142

Total equity

476,358

Total liabilities and equity

826,737

Consolidated Statement of Income
For the fiscal year ended December 31, 2022
(Millions of yen)

Continuing operations
Revenue

807,430

Cost of sales

455,675

Gross profit

351,755

Selling and general administrative expenses

365,295

Other income

9,312

Other expenses

7,332

Investment gain(loss) on equity method

46(11,513)

Operating income(loss)
Financial revenue

264

Finance expense

1,242(12,491)

Income(loss) for the year before income tax
Income tax benefit(4,432)

Net income(loss) for the year from continuing operations(8,059)Net income(loss) for the year attributable to:
Net Loss Attributable to Owners of Parent(8,070)Non-controlling interests

11

Note: Amounts less than one million yen are rounded.

66

Consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2022
(Millions of yen)

Equity attributable to owners of the parent company

Balance as of January 1, 2022
Comprehensive income for the year
Net income (loss) for the year
Other comprehensive income (loss)
Total comprehensive income (loss) for the year
Transactions with owners, etc.
Dividends of surplus
Purchase of treasury stock
Disposal of treasury stock
Transactions of share-based payment
Reclassification from accumulated othercomprehensive income to retained earnings
Reclassification from accumulated othercomprehensive income to non-financial assets
Total transactions with owners, etc.
Balance as of December 31, 2022

Balance as of January 1, 2022
Comprehensive income for the year
Net income (loss) for the year
Other comprehensive income (loss)
Total comprehensive income (loss) for the year
Transactions with owners, etc.
Dividends of surplus
Purchase of treasury stock
Disposal of treasury stock
Transactions of share-based payment
Reclassification from accumulated othercomprehensive income to retained earnings
Reclassification from accumulated othercomprehensive income to non-financial assets
Total transactions with owners, etc.
Balance as of December 31, 2022

Capitalstock

CapitalsurplusRetainedearnings

Treasuryshares

Accumulated
othercomprehensive
incomeTotal

15,232450,832

109,273(85,661)2,644

492,320

–
–
–

–
–
–

(8,070)–(8,070)

–
–
–

–
3,065
3,065

(8,070)
3,065(5,005)

–
–
–
–

–
–
(0)
432

(8,967)
–
–
–

–
(6)
0
–

–
–
–
–

(8,967)
(6)
0
432

–

–

1,974

–

(1,974)

–

–

–

–

–

(2,558)(2,558)–15,232432
451,264(6,993)
94,209(5)(85,667)(4,532)
1,177(11,099)476,216

Noncontrollinginterests

Total

131

492,451

11–
11(8,059)3,065(4,994)––––(8,967)
(6)
0
432

–

–

–

(2,558)–142(11,099)476,358

Note: Amounts less than one million yen are rounded.

67

Notes to Consolidated Financial Statements(Notes to significant matters as the basis for preparation of consolidated financial statements)
1. Accounting standards of consolidated financial statements
The consolidated financial statements of the Company Group are prepared in accordance with International Financial
Reporting Standards (IFRS) pursuant to Article 120, Paragraph 1 of the Rules of Corporate Accounting.
For the consolidated financial statements, certain disclosure items required by IFRS have been omitted pursuant to theprovision of the latter part of that paragraph.
2. Matters on the scope of consolidation(1) Number of consolidated subsidiaries: 9 subsidiaries(2) Names of major consolidated subsidiaries
The names of major consolidated subsidiaries are as described in “(7) Status of Significant Subsidiaries” of “1. Current
Status of the Coca-Cola Bottlers Japan Group” in the Business Report.
3. Matters on the application of the equity method(1) Number of affiliates accounted for using the equity method: 1(2) Names of affiliates accounted for using the equity method
Resources Co., Ltd.
4. Matters on accounting standards(1) Measurement of financial assets
a. Classification and measurement of financial assets
At initial recognition, financial assets are classified as either subsequently measured at amortized cost or at fair value.
Financial assets measured at fair value through income or loss are initially recognized at fair value. Financial assets
measured at fair value through other comprehensive income or at amortized cost, are initially recognized at fair value
plus transaction costs directly attributable to the acquisition.
(a) Financial assets measured at amortized cost
Financial assets are classified as measured at amortized cost if both of the following conditions are met: the objectiveof the Group’s business model is to hold the assets in order to collect contractual cash flows; and the contractual terms
give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amountoutstanding.

68

(b) Financial assets measured at fair value
If any of two conditions above are not met, financial assets are classified as measured at fair value. For financial assets
measured at fair value, the Group makes the determinations on an instrument-by-instrument basis whether torecognize it as measured at fair value through income or loss, or to make irrevocable designation as measured at fairvalue through other comprehensive income, except for equity instruments held for trading purposes which must be
measured at fair value through income or loss.
For derivatives, see “c. Derivatives and hedging activities.”
Financial assets are subsequently measured as follows according to their classification.
(a) Financial assets measured at amortized cost
These are measured at amortized cost using the effective interest method and adjusted for impairment loss, if any.
Amortizations using the effective interest method and gains or losses on derecognition are recognized in income orloss.
(b) Financial assets measured at fair value
These are measured at fair value at the reporting date. Changes in fair value are recognized in income or loss or inother comprehensive income depending on the classification of financial assets. Dividends from equity instruments
designated as measured at fair value through other comprehensive income are recognized in income or loss. Whenequity instruments designated as measured at fair value through other comprehensive income are disposed of,cumulative changes in fair value recorded in accumulated other comprehensive income are reclassified to retained
earnings.
b. Impairment
The Group calculates expected credit losses at the end of each period in order to assess collectability of financial assets
measured at amortized cost. For financial instruments whose credit risk has not increased significantly since initialrecognition, allowance for doubtful accounts is recognized at an amount of 12-month expected credit losses. For
financial instruments whose credit risk has increased significantly since initial recognition, allowance for doubtful
accounts is recognized at an amount of lifetime expected credit losses. However, allowance for doubtful accounts for
trade receivables are always measured at lifetime expected credit losses.
Interest income of financial assets with significantly increased credit risk and objective evidence of impairment, iscalculated through multiplying the carrying amount of the assets less allowance for doubtful accounts by effective
interest rate.
The Group considers the following when determining whether objective evidence of impairment exists:• significant financial difficulty of the issuer or the borrower;• a breach of contract, such as a default or delinquency in the payment of interest or principal;• granting of concession for economic or legal reasons related to the borrower’s financial difficulty that the Groupwould not otherwise consider;• increased likelihood of bankruptcy or other financial reorganization of the borrower; or• the disappearance of an active market for that financial asset because of financial difficulty.

69

The Group directly reduces the carrying amount of a financial asset when it has no reasonable expectations ofrecovering the financial asset in its entirety or a portion thereof. If the credit risk subsequently decreases and thedecrease is clearly attributable to the event occurring after the recognition of impairment (such as an improvement in
the credit rating of the borrower), the reversal of the impairment is recognized in income or loss.
c. Derivatives and hedging activities
Derivatives are initially recognized at fair value on the date of contract, and subsequently remeasured at fair value oneach reporting date. The method to recognize gains or losses arising from remeasurement depends on whether thederivative is designated as a hedging instrument and, the nature of the hedged item, if designated. The Group designates
certain derivatives as hedging instruments in cash flow hedge (i.e., hedge of particular risk associated with recognizedasset or liability or a highly probable forecast transaction).
At the inception of the transaction, the Group documents the relationship between the hedging instrument and thehedged item, as well as its risk management objective and strategy for undertaking the hedge transaction. The Groupalso documents its assessment, both at the hedge’s inception and on an ongoing basis, of whether the derivative used in
hedging transactions are effective in offsetting changes in cash flows of the hedged item.
The effectiveness of a hedge is assessed on an ongoing basis, and a hedge is considered to be effective when all of
the following requirements are met: there is an economic relationship between the hedged item and the hedging
instrument; the effect of credit risk does not dominate the value changes resulting from that economic relationship; andthe hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item actually
hedged and the quantity of the hedging instrument.
The effective portion of changes in fair value of a derivative designated and qualifying as a hedging instrument incash flow hedges is recognized in other comprehensive income. Gains or losses related to ineffective portions arerecognized in income or loss immediately.
Accumulated gains or losses recognized through other comprehensive income are reclassified into income or loss inthe period in which the cash flows from the hedged item affect income or loss. However, if a hedged forecast
transaction subsequently results in the recognition of non-financial assets (e.g., inventories, or property, plant andequipment), gains or losses previously recognized in other comprehensive income are reclassified and directly includedin the initial cost of the assets. Such amounts are ultimately recognized as cost of sales in the case of inventories, and as
depreciation in the case of property, plant and equipment.
If the qualifying criteria for hedge accounting are no longer met due to the expiry or sale of the hedging instruments,
hedge accounting is discontinued prospectively. If the hedged future cash flows are still expected to occur, accumulated
gains or losses recognized in other comprehensive income continue to be recognized as accumulated othercomprehensive income. If forecast transaction is no longer expected to occur, gains or losses recognized in othercomprehensive income are immediately reclassified to income or loss.

70

(2) Measurement of inventories
Inventories are valued at the lower of cost or net realizable value. Trade discounts, rebates or other similar items, andinterest incorporated into the nominal amount are deducted from the cost. The production costs include the costs of directmaterials and any direct labor and manufacturing overheads. Net realizable value represents the estimated selling priceless the estimated costs necessary to make the sale and the costs incurred in marketing, sale and distribution.
(3) Measurement and depreciation or amortization of property, plant and equipment and intangible assets
a. Property, plant and equipment (excluding lease)
Property, plant and equipment is measured initially at cost and subsequently carried at the cost less of any accumulated
depreciation and any accumulated impairment losses.
Costs incurred to enlarge, upgrade or improve the items which increase productivity, capacity or efficiency, or extend
the useful lives of the assets are capitalized as an increase in the cost of the related asset, while repairs and maintenanceexpenses are charged to expense as incurred.
The depreciable amount is the cost of the asset less the respective estimated residual values. The Group depreciates
its property, plant and equipment primarily using the straight-line method over the estimated useful lives, as follows:
Buildings and Structures
Machinery, Equipment and Vehicles
Vending machines

Years of estimated useful lives
2 – 603 – 202 – 11The depreciation method estimated useful lives and residual values are reviewed at the end of each reporting period,
and any necessary changes are applied prospectively as a change in accounting estimate. The Group does not depreciate
its land and construction in progress.
b. Intangible assets
An intangible asset is an identifiable non-monetary asset without physical substance from which future economic
benefits are expected to flow to the Group. Intangible assets are initially recognized at cost or production cost. Afterinitial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment
losses. The Group assesses whether the useful life of the intangible asset is identifiable and, if identifiable, evaluates theuseful life based on the period over which the asset is expected to be used.
Intangible assets acquired separately are measured at cost at initial recognition. Intangible assets acquired in abusiness combination are recognized separately from goodwill and are measured at fair value at the acquisition datewhen such assets meet the definition of intangible asset and are identifiable, and their fair values can be measured
reliably. Expenses incurred for the acquisition of software is carried as intangible assets. Development costs forinternally developed software are carried as intangible assets when it is technically feasible, and it is more likely than
not that future economic benefits will flow to the Group.

71

Major intangible assets with identifiable useful lives are software and the amortization is determined using thestraight-line method over their estimated useful lives (5-10 years).
The amortization methods estimated useful lives and residual values are reviewed at the end of each reporting period,
and any necessary changes are applied prospectively as a change in accounting estimate.
Contract related intangible assets
The Group’s contract related intangible assets associated with the acquisition of Coca-Cola East Japan Co., Ltd. are thecontracts entered into with The Coca-Cola Company (“TCCC”) and related to the Group’s exclusive rights to
manufacture, distribute and sell under Coca-Cola brand in certain areas.
The term of the contract is 10 years, and it will be automatically renewed without review for renewal or extension.
The Group accounts for contract related intangible assets attributable to the bottling contract as intangible assets withindefinite useful lives. The Group believes that it is unlikely that it will not renew or extend the contract considering
prior relationships with TCCC and the possible adverse effects on franchisors from non-renewal of the contract.
Accordingly, there are limitations in predicting the period over which the assets may generate net cash flows.
Contract related intangible assets are not amortized but are tested for impairment annually and if events or changes incircumstances indicate a potential impairment.
c. Leases (as a lessee)
When concluding a contract, the CCBJI Group determines whether the contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time inexchange for consideration.
The CCBJI Group recognizes right-of-use assets and lease liabilities at the commencement date of the lease. Rightof-use assets are measured at cost on the commencement date. After the commencement date, the right-of-use assets aremeasured at cost less any accumulated depreciation and any accumulated impairment losses using a cost model. The
lease period of the right-of-use asset is estimated as the non-cancellable lease period, together with both periods
covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods coveredby an option to terminate the lease if the lessee is reasonably certain not to exercise that option. Right-of-use assets are
depreciated by using the straight-line method, generally over 15 years from the commencement date.
Lease liabilities are measured on the commencement date at the present value of the lease payments that have notbeen made as of that date. After the commencement date, the carrying amount of the lease liabilities are adjusted toreflect the interest rate on the lease liabilities and the lease payments made. If the lease liabilities are revised or theterms of the lease are changed, the lease liabilities will be remeasured, and the right-of-use asset will be revised.
(4) Criteria for recording significant provisions
Provisions are recognized when the Group has present legal or constructive obligation as a result of past events, it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.

72

Provisions are measured at the present value of the amount required to settle or transfer the obligation based on the best
possible estimation, taking into account the information available on the event and its consequences. Adjustments arisingfrom discounting the provision are recognized as finance costs when accrued.
(5) Employee benefits
a. Short-term employee benefits
Short-term employee benefits are charged to expense when the related services are rendered. A liability is recognized
for the amount expected to be paid if the Group has a present legal or constructive obligation to pay the amount as aresult of past service provided by the employee and the amount can be estimated reliably.
b. Defined contribution plans
Contributions to defined contribution plans are recognized as expenses for a period of employees’ providing services.
c. Defined benefit plans
The Group’s net obligation related to defined benefit plans is calculated separately for each plan by estimating theamount of future benefit that employees have earned in the current and prior periods, discounting that amount anddeducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit
credit method.
Remeasurements of defined benefit obligations, which comprise actuarial gains and losses, the return on plan assets(excluding interest) and the effect of the asset ceiling, are recognized immediately in other comprehensive income anddirectly reclassified to retained earnings from accumulated other comprehensive income. The Group determines the netinterest expense (income) on defined benefit obligations for the current reporting period by multiplying the discountrate used to measure the defined benefit obligations (assets) at the beginning of the period by the defined benefit
liabilities (assets) and any plan assets.
Any changes in defined benefit obligations (assets) during the period as a result of contributions and benefit payments
are taken into consideration when calculating the defined benefit obligations (assets) at the beginning of the period. Net
interest expense and other expenses related to defined benefit plans are recognized in income or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past
service or the gain or loss on curtailment is recognized immediately in income or loss. The Group recognizes gains andlosses on the settlement of a defined benefit plan when the settlement occurs.
d. Long-term employee benefits
A liability is recognized for the amount expected to be paid under long-term employee benefits, if the Group has apresent legal or constructive obligation to pay the amount as a result of past service provided by the employee and theamount can be estimated reliably. The Group’s long-term employee benefits are calculated by discounting the estimatedfuture benefit to its present value.
The discount rate is determined based on the market yield of AA-rated corporate bonds at the reporting date, whose
remaining period approximates the average remaining service period of employees.

73(6) Recognition of revenue
The Group recognizes revenue from contracts with customers by applying the following five steps, except for interest anddividend revenue which is accounted for under IFRS 15:
Step 1: Identify the contracts with customers
Step 2: Identify the performance obligation in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligation in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Group sells carbonated beverages, coffee, blended tea, mineral water, and other soft drinks. Revenue from theseproducts is generally recognized upon delivery, as the performance obligation is considered to be satisfied upon delivery
when the customer obtains control over these products. Revenue is measured at the consideration promised in contracts
with customers less discounts, rebates and returns.
In addition, the Company has adopted a point system for customers, and the points granted in accordance with thepurchase of goods and products can be used for future purchases of the Company’s goods and products. After identifying
the granted points as performance obligations and taking into account the use and expected execution of the points, thetransaction price is allocated based on the profit selling price, and revenue is recognized when the points are used. The
transaction price allocated to the performance obligation of points is recorded as “other current liabilities” in the
consolidated statements of financial position.
(7) Government Grants
Government grants are measured at fair value when there is reasonable assurance that the conditions attached to them are
met and the grants will be received. Government grants relating to revenue are recognized in profit or loss over the period
in which the related costs intended to be compensated by the grant are recognized as an expense and are recorded as otherincome. Government grants related to an asset are reduced directly when calculating the carrying amount for the asset.
Grants are recognized in profit or loss as a reduction of depreciation expense over the useful life of the applicabledepreciation asset.

74

5. Critical accounting estimates
In preparing the consolidated financial statements in accordance with IFRS, management is required to make judgments,
estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets,
liabilities, revenue and expenses. Actual results may differ from these estimates.
We made financial estimate with assumption that increasing people on street. However, COVID-19 situation is expected
to remain uncertain. If any estimates into the future change, the impact of the revises is recognized in the consolidated
statements of profit or loss and consolidated statements of comprehensive income subsequent to the reporting period inwhich they are revised.
Information regarding assumptions and estimates that have a significant impact on the amounts recognized in the
consolidated financial statements is as follows:(1) Useful lives of property, plant and equipment and intangible assets
a. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Property, plant and equipment
425,009 million yen
Right-of-use assets
21,841 million yen
Intangible assets
65,865 million yen
b. Information that contributes to an understanding of the content of accounting estimates
Property, plant and equipment is depreciated over the estimated useful lives, which is the period over which the future
economic benefits of the asset are expected. If property, and equipment is obsolescent in the future or reused for otherpurposes, depreciation expense may increase, and the estimated useful life may be shorter. Details of useful life areprovided in notes 4 (3) a. “Property, plant and equipment.”
The right-of-use asset is estimated for the lease term with a non-cancellable period plus a reasonably certain periodof time to exercise the option to extend or not to cancel the lease. Details of the useful life are described in note 4 (3) c.
“Leases (as a lessee)”.
Intangible assets are evaluated whether the useful life is definite or indefinite, based on the analyzing of all relevant
factors and predictability of the period over which such intangible asset is expected to result in cash inflows. Intangible
assets with definite useful life are amortized using the estimated useful life, which is the period over which the future
economic benefits are expected. Amortization expense is subject to risks that may increase as a result of changes in theestimated useful life caused by external factors, such as changes in business conditions. Details of useful life areprovided in notes 4 (3) b. “Intangible assets.”(The Change in useful life of Property, Plant and Equipment)
The group depreciated its sales equipment mainly over a useful life period of 9 years. However, as consumer spending
patterns have been impacted by the pandemic, we have decided to further strengthen the margin & ROI-focus
commercial strategy from 2022 and determined the policy to utilize our sales equipment on a longer-term basis andmore efficiently than in the past. Also, these are to be reflected in our new mid-term business plan, which is under75

development. As a result, the main useful life of sales equipment has been revised to 11 years and it was applied
prospectively from the current fiscal year.
As a result of this change, operating loss and loss before tax for the current fiscal year, 2022 decreased by 8,333
million yen, respectively, compared with those based on the previous useful life.
(2) Information that contributes to an understanding of the content of accounting estimatesa. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Property, plant and equipment
425,009 million yen
Right-of-use assets
21,841 million yen
Intangible assets
65,865 million yen
Other11,457 million yen
b. Information that contributes to an understanding of the content of accounting estimates
In performing impairment tests, the recoverable amount of a cash-generating unit is calculated based on its value in use.
The recoverable amount of a cash-generating unit is calculated based on its value in use. Value in use is mainly
estimated by discounting the estimated cash flows to its present value. Mid-term plans, which are the basis for future
cash flows, are based on sales and cost plans for the relevant period. While such assumptions are based on
management’s best estimates and judgments, these assumptions may also be affected by changes in economic
conditions that have a significant impact on future consolidated financial statements.
(3) Provision and contingent liabilities
a. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Provision (Current)‒ million yen
Provision (Non-current)
1,761 million yen
b. Information that contributes to an understanding of the content of accounting estimates
Recoverable amounts are calculated based on assumptions using factors such as asset’s useful life, future cash flows,
discount rates and long-term average growth rates. While such assumptions are based on management’s best estimatesand judgments, these assumptions may also be affected by changes in economic conditions that have a significant
impact on future consolidated financial statements. The accounting policies and reported amounts of provision are
described in notes 4 (4) “Accounting standards for significant provision”(4) Recoverability of deferred tax assets
a. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Deferred tax assets
20,581 million yen

76b. Information that contributes to an understanding of the content of accounting estimates
At recognition of deferred tax assets, the Group estimates the timing and amount of future taxable income based on theGroup’s mid-term plans. Estimates of future taxable income are based on mid-term plans. The main assumptions are thesales plan and cost plan for the period. In assessing the recoverability of deferred tax assets, the Company considers the
expected reversal of deferred tax liabilities, projected future taxable income and tax planning. While such assumptions
are based on management’s best estimates and judgments, these assumptions may also be affected by changes in
economic conditions that have a significant impact on future consolidated financial statements.
(5) Measurement of defined benefit plans obligationa. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Retirement benefit liability
17,817 million yen
b. Information that contributes to an understanding of the content of accounting estimates
The Groups adopts a variety of retirement benefit plans, including defined benefit plans. The present value and service
cost of defined benefit obligations for all plans are based on actuarial projections. Actuarial projections require estimatesand judgments related to variable factors such as discount rates, rates of salary increase and inflation. The Group isadvised by external actuaries as to the adequacy of actuarial projections, including these variable factors. Whileactuarial projections are determined based on management’s best estimates and judgments, they may be affected bychanges in uncertain future economic conditions and the establishment and revise of related laws and regulations that
could have a material effect on future consolidated financial statements.
(6) Measurement of financial instrument without quoted prices in active market
a. Amount recorded in the Consolidated Statement of Financial Position for the current fiscal year
Other financial assets (Current)
542 million yen
Other financial assets (Non-current)
15,888 million yen
b. Information that contributes to an understanding of the content of accounting estimates
The Group applies valuation techniques that use unobservable inputs in the market to evaluate the fair value of financial
instrument without quoted prices in active market. Unobservable inputs may be impacted by uncertain future changes
in economic conditions that could have a material impact on future consolidated financial statements. Details related tothe assessment of financial asset are provided in (Notes regarding financial instruments)(Notes regarding Consolidated Statement of Financial Position)
Accumulated depreciation of property, plant and equipment and right-of-use assets:

77

405,971 million yen

(Notes regarding Consolidated Statement of Income)
Other income includes 3,329 million yen of government subsidies to cover employee’s temporary leave cost due to the spreadof COVID-19 and 4,587 million yen of gain on sale of property, plant and equipment. Other expenses include 2,168 million
yen of temporary paid leave expenses, 2,564 million yen of Loss on sales of tangible fixed assets, 1,298 million yen oftransformation-related expenses, 1,104 million yen of special retirement provision.
(Notes regarding Consolidated Statement of Changes in Shareholders’ Equity)
1. Matters related to the total number of issued and outstanding shares
Type of shares

Number of shares as ofJanuary 1, 2022

Commonstock

206,269 thousand shares

Number of increased
Number of decreased
Number of shares atshares for the current shares for the current
the end of current
consolidated fiscal year consolidated fiscal year consolidated fiscal year–

– 206,269 thousand shares

2. Matters concerning dividends of surplus(1) Dividends paid
Total amountof dividends(million yen)

Dividend
per shareamount (Yen)

Resolution

Type of shares

Reference date

March 24, 2022
Ordinary general
meeting ofshareholders

Common stock

4,484

25 December 31, 2021

March 25, 2022

August 10, 2022
Board of Directors

Common stock

4,484

25

September 1, 2022

June 30, 2022

Effective date(2) Among the dividends whose reference dates belong to the current consolidated fiscal year, the dividends whose effective
date come after the end of the current consolidated fiscal year.
Resolution

Type of shares

March 28,
2023
Ordinary
generalmeeting ofshareholders

Common stock

Total amountof dividends(million yen)

4,484

Source ofdividends

Dividend
per shareamount (Yen)

Reference date

Effective date

Retainedearnings

25

December 31,
2022

March 29, 2023

78

(Notes regarding revenue)(1) Information disaggregating revenue arising from contracts with customers
The Group’s organizational structure is based on one business, the Beverage business. This business are components forwhich discrete financial information is available, and whose operating results are regularly reviewed by the entity’s
Board of Directors (chief management decision maker) to make decisions about resources to be allocated to the segment
and assess its performance. Therefore, the revenue in these two businesses is presented as “Revenue” in the consolidated
financial statement of profit and loss. In the Beverage business, the Group purchases, manufactures, and sells carbonatedbeverages such as Coca-Cola, coffee beverages, black tea beverages, mineral water and other beverages in Japan.
Revenue for sales of these products is recognized primarily at the time of delivery as the customer has obtained
control over the products and the performance obligation is satisfied.
Payments relating to such performance obligations are received generally within two months of delivery. The
contracts with customers do not include any material financial elements.
The contract liabilities, refund liabilities, amount of assets recognized from the costs of obtaining a contract or tofulfill a contract and amount of revenue recognized from performance obligations satisfied in prior periods wereimmaterial. In addition, information regarding the remaining performance obligations is omitted as there are no
significant transactions in which the estimated individual contract periods exceed one year in the Group.
(Millions of yen)

Current fiscal year
(From January 1, 2022
To December 31, 2022)
Revenue
Goods or services transferred at a point in time
Other revenue arising from customers and contracts
Beverages
OthersTotal

807,430
807,40229
807,430(2) Information that forms the basis for understanding revenue from contracts with customers
As stated in notes 4. Significant accounting policies (6) Revenue recognition.
(3) Contract balances
Receivables (accounts and notes receivable) arising from contracts with customers are as follows.
(Millions of yen)Previous fiscal year
(From January 1, 2021
To December 31, 2021)

Current fiscal year
(From January 1, 2022
To December 31, 2022)

72,527
72,527

77,105
77,105

Receivables arising from contracts with customers
Accounts and notes receivable
Total

79

Transaction price allocated to the remaining performance obligation
Information regarding the remaining performance obligation is omitted as there are no significant transactions inwhich the estimated individual contract periods exceed one year in the Group.
(Notes regarding financial instruments)
1. Matters concerning the situation of financial instruments(1) Financial risk management
The Group is exposed to the following risks arising from financial instruments which are discussed below.
• Credit risk
• Liquidity risk
• Market risk
The Group faces a variety of financial risks (credit risk, liquidity risk and market risk (stock price risk, interest rate risk,
currency risk and product price risk)) in its operations. The Group manages its risks based on established policies toprevent and reduce these financial risks. The Group’s risk management policies are established to identify and analyze therisks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are regularly reviewed to reflect market conditions and the business activities of theGroup. The Group offers training and develops manuals and procedures to maintain a controlled environment in which all
employees understand their roles and disciplines.
Based on the Group’s risk management policy, derivatives are used to hedge certain risk exposures. The Group’s policy
is to use derivatives for hedging foreign exchange risk and price risk, but not for speculative transactions. The Company’s
finance division identifies, evaluates and hedges financial risks.
a. Credit risk
Credit risk is the risk that one party to a financial instrument will be unable to meet its obligations and the other party
will incur financial losses. In the course of the Group’s business, trade and other receivables and other financial assets(including deposits paid, marketable securities and other receivables) are exposed to the credit risk of counterparties.
The carrying amount of the financial assets presented in the consolidated financial statements after impairment is the
maximum exposure to credit risk of the Group of financial assets that does not take into account the appraised value ofcollateral acquired. In addition, with respect to certain counterparties, we have no significant exposure to credit risk andthere are no undue concentrations of credit risk that we have specifically managed.
In order to manage credit risk, the Group manages payment dates and balances by customer in accordance withinternal customer management regulations, and monitors the credit standing of major customer on a regular basis. In
order to mitigate credit risk in derivative transactions, in principle, the Group only transacts with financial institutions
with high credit ratings.
In addition, the Group determines the allowance for doubtful accounts based on its credit risk profile. For tradereceivables, the Group measures the allowance for doubtful accounts at the same amount as lifetime expected credit
losses. For receivables other than trade receivables, the allowance for doubtful accounts is generally measured at an80amount equal to the 12-month expected credit losses. However, when the credit risk increases significantly from theinitial recognition, the allowance for doubtful accounts is recognized at an amount equal to the lifetime expected credit
losses. The Group determines whether or not credit risk has significantly increased based on changes in the risk ofdefault, considering factors such as information of past due date and deterioration in the financial condition of theobligor. All receivables other than trade receivables for which the allowance for doubtful accounts is measured at an
amount equal to the 12-month expected credit losses are measured on a collective basis.
The amount of expected credit losses on trade receivables is calculated based on the simplified approach and entails
first classifying the receivables according to the credit risk characteristics of the counterparty, and then multiplying each
respective receivable by a provision rate that is determined by adding projection of future economic conditions to thehistorical rate of credit losses for the specific risk classification.
The amount of expected credit losses on receivables other than trade receivables is calculated based on the principal
approach and entails two different methods depending on risk assessment. For receivables for which credit risk has notbeen considered to have increased significantly, the carrying amount is multiplied by the provision rate that isdetermined by adding projection of future economic conditions to the historical rate of credit losses of similar assets.
For expected credit losses on assets that are deemed to have significantly increased credit risk and credit-impaired
financial assets, the expected credit loss is measured as the difference between the present value of estimated future
cash flow discounted at the initial effective interest rate of the asset, and it’s carrying amount.
b. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or other financial assets. The Group’s approach to managing liquidity is toensure that it will have sufficient liquid assets to meet its obligations when due, under both normal and stressed
conditions, without incurring material losses or risking damage to the Group’s reputation. The finance headquarters of
the Company mainly manages the Group’s liquidity risk by maintaining an appropriate level of retained earnings andcredit facilities and monitors the actual and forecasted cash flows.
c. Market risk
Market risk is the risk that changes in market prices – such as interest rates and equity prices – will affect the Group’s
income or the value of marketable securities it possesses. The objective of market risk management is to manage andcontrol market risk exposure within acceptable parameters while optimizing the return.
(a) Interest rate risk
The majority of the Group’s loans and bonds are under fixed interest rates, and the impact of interest rate fluctuation
risk on the Group’s income or loss is limited. Therefore, the Group considers that the interest rate risk is immaterial
and has not performed a sensitivity analysis such as basis point value.

81

(b) Stock price risk
The Group is exposed to share price risk as a result of its holdings of equity securities. Equity securities are held for
purposes other than trading and are mainly classified into financial assets measured at fair value through othercomprehensive income.
(c) Currency risk
The Group is exposed to foreign exchange risks, particularly relating to U.S. dollars, because Coca-Cola Bottlers
Japan Inc., which is the Company’s consolidated subsidiary, purchases raw materials denominated in foreign
currencies. Foreign exchange risks arise from forecast transactions, such as future purchases, or from assets andliabilities already recognized. The Group uses forward exchange contracts to hedge foreign exchange risk. Hedge
accounting is applied to transactions that qualify for hedge accounting. Receivables and payables denominated inforeign currencies are subject to the risk of foreign exchange rates fluctuations. However, the impact of this risk islimited as it is offset by forward exchange contracts and other transactions.
(d) Product price risk
Coca-Cola Bottlers Japan Inc., which is the Company’s consolidated subsidiary, purchases raw materials that are
subject to price fluctuations due to weather, natural disasters and other factors. Therefore, the Group is exposed toprice risk of raw materials. The Group engages in commodity swap transactions to mitigate risks of fluctuations in
raw materials prices.
2. Classification by level of the fair value hierarchy(1) Classification by level of the fair value hierarchy
Financial instruments measured at fair value on a recurring basis after initial recognition are classified into three levels of
the fair value hierarchy, depending on the observability and significance of the inputs used in the measurement.
The fair value hierarchy is defined as follows:
Level 1: fair value (unadjusted) in the active market of the same asset or liability
Level 2: fair value based on inputs other than quoted prices included in Level 1, either directly observable inputs orindirectly, of observable inputs for asset or liability
Level 3: fair value based on unobservable inputs for asset or liability
When more than one input is used to measure the fair value, the level of the fair value hierarchy is determined based on
the lowest level of input that is significant to the fair value measurement as a whole. Transfers between levels of the fairvalue hierarchy are recognized as having occurred at the beginning of each quarter.
There were no transfers between Level 1 and Level 2 during the third quarter of the prior year and third quarter of thecurrent year.

82

(2) Fair value measurement
Securities are classified as Level 1 of the fair value hierarchy by the measurement of share prices, if any, in active market
for the same asset or liability. If there is no active market stock price for the same asset or liability, the Group uses
valuation techniques such as stock prices in non-active markets, quoted market prices of similar companies and discounted
future cash flow models. If significant inputs, such as quoted market prices and discount rates used in measurement are
observable, such financial instruments are classified as Level 2, but are classified as Level 3 if inputs used in its
measurement include significant unobservable inputs.
Unlisted securities are classified into Level 3 of the fair value hierarchy using valuation techniques based on discounted
future cash flows, valuation techniques based on quoted market prices of similar companies, valuation techniques based on
net asset value, and other valuation techniques. In the fair value measurement of unlisted securities, the Group uses
unobservable inputs such as discount rates and valuation multiples and considers certain illiquidity discounts and noncontrolling interest discounts as needed. The measurement methods for such fair value are determined by the Financedivision in accordance with the Group’s accounting policies.
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurement are as follows:
Type

Valuationtechnique

Financial instrument
measured at fairvalue through othercomprehensive
income (Securities)

Comparison ofsimilar companies

Significant unobservable inputs

Interactions between significant
unobservable inputs and fair value
measurement

EBIT Multiple: 6.2 — 7.9 times
EBITDA Multiple: 8.2 times
PER:6.7 — 32.9 times
PBR: 0.9 — 2.2 times

Estimated fair value increases(decreases) when equity indices ofcomparable listed companies of thetarget are high (low)EBIT Multiple: Corporate Value/EBIT
EBITDA Multiple: Corporate Value/EBITDA
PER: Price-Earnings Ratio
PBR: Price Book Value Ratio

83

(3) Financial instrument measured fair value on a recurring basis
The breakdown of financial instrument measured at fair value on a recurring basis is as follows(Millions of yen)

Level 1

Level 2

Level 3

Total

Financial assets
Financial instrument measured atfair value through profit or loss:
Derivative assets
Subtotal
Financial instrument measured atfair value through othercomprehensive income:Securities

–

548

–

548

–

548

–

548

8,701

–

3,046

11,747

–

–

89

89

Other
Subtotal
Total

8,701

–

3,135

11,836

8,701

548

3,135

12,385

–

662

–

662

–

662

–

662

Financial liabilities
Financial instrument measured atfair value through profit or loss:
Derivative liabilities
Total

A reconciliation of the beginning and ending balances of financial instrument classified as Level 3 is as follows:
Financial assets measured at fair value through othercomprehensive income
Balance at January 1, 2022

4,423

Purchase2

Disposals(487)

Losses recognized in other comprehensive income

(805)

Other

2

Balance at December 31, 2022

3,135

84

(4) Financial instrument measured at amortized cost
The amount recorded on consolidated statement of financial position as of December 31, 2022 fair values and thedifference between these amounts are as follows.
Amount recorded on
consolidated statementof financial position(million yen)
Long-term loans payable and bonds

156,701

Fair values(million yen)
154,389

Difference inamount(million yen)
2,312

(Note) Long-term loans payable and bonds payable include the current portion of long-term loans payable and bonds
payable. In addition, financial instruments whose fair values approximate their carrying values are not included in
the table above.
The principal valuation techniques used for fair value measurements of financial instruments are as follows.
Loan payable
For loan payable with variable interest rates, fair values are deemed as their carrying amounts, as the rates
reflect the market interest rate within the short term. For loans payable with fixed interest rates, the fair value iscalculated using the present value of future cash flows discounted using the current interest rate adjusted for theremaining maturity period and credit risk.
Bonds payable
For bonds payable with quoted price, the fair value is estimated based on the quoted prices. For bonds payable
without quoted prices, the fair value is calculated using the present value of future cash flows discounted using
the current interest rate adjusted for the remaining maturity period and credit risk.
(Per share information)
Equity attributable to owners of the parent per share
Earnings(loss) per share

2,655.38 yen(45.00) yen(Significant subsequent events)
Not applicable.

85

Non-consolidated Balance Sheet
As of December 31, 2022
(Millions of yen)

AssetsCurrent assets:

Liabilities
99,543

Cash and deposits

6,285

Prepaid expenses

409

Short-term loan receivable of subsidiaries and affiliates
Accrued income receivable
Fixed assets
Property, plant and equipment

92,555294
403,398
60,366

Buildings

11,938Structures

806

Tools, instruments and fixtures
Land

9

27

Leasehold right27

Software0

Investment securities of subsidiaries and affiliates

342,561
21

Other assets

423

Total assets

Shareholders’ equity:
Common stock
Additional paid-in capital
Capital reserve
Other additional paid-in capital
Retained earnings:
Legal reserve
Other retained earnings:
Reserve for advanced depreciation
General reserve
Retained earnings to be carried forward
Treasury shares
Total net assets
Total liabilities and net assets

343,005

Deferred tax assets

7,048
347
3
5,622
7
181
647
241
151,492
150,000
926
2
449
115
158,540

Net assets

47,613

Intangible assets:

Investments and other assets:

Current liabilities:
Other accounts payable
Accrued expenses payable
Money entrusted
Allowance for bonuses
Allowance for bonuses to directors
Income tax payable etc
Other current liabilities
Long-term liabilities:
Bonds payable
Assets retirement obligation
Allowance for retirement benefit
Provision for performance-linked compensation
Other long-term liabilities
Total liabilities

502,941

Note: Amounts less than one million yen are rounded.

86344,402
15,232
266,949
108,167
158,783
147,887
3,317
144,570
675
110,388
33,507(85,667)
344,402502,941

Non-consolidated Statement of Income
For the fiscal year ended December 31, 2022
(Millions of yen)

Net revenues

5,640

Operating expenses

3,713

Operating income

1,927

Non-operating income:Interest and dividend received

149

Compensation for expropriation

168

Other non-operating income

14

331

Non-operating expenses:
Interest expenses

368

Other expenses

21

Recurring income

388
1,869

Extraordinary profit:
Gain on sale of fixed assets

615

615

15

15

Extraordinary losses:
Impairment loss
Income before income taxes

2,469

Income taxes

743

Income taxes deferred

163

Income1,562

Note: Amounts less than one million yen are rounded.

87

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2022
(Millions of yen)

Shareholders’ equity
Additional paid-in capital
Commonstock
Balance as of Jan. 1, 2022
Changes during this term
Dividends of surplus
IncomeWithdrawal of reserves
Acquisition of treasury stock
Disposal of treasury stock(Net) Changes in items
other than shareholders’equity during this term
Total changes during this term
Balance as of Dec. 31, 2022

15,232Retained earnings

Other
Total
Capital additional additional
reserve
paid-inpaid-in
capitalcapital108,167
158,783
266,950

Total net
Total
Other
TreasuryTotalshareholders’ assets
retainedstock
retained
equityearnings
earnings(Note 1)
3,317
151,975
155,292(85,661) 351,812
351,812Legalreserve

–
–
–
–
–

–
–
–
–
–

–
–
–
–
(0)

–
–
–
–
(0)

–
–
–
–
–

(8,967)
1,562
–
–
–

(8,967)
1,562
–
–
–

–
–
–
(6)
0

(8,967)
1,562
–
(6)
0

(8,967)
1,562
–
(6)
0

–

–

–

–

–

–

–

–

–

–

–
15,232–
108,167(0)
158,783(0)266,949–
3,317(7,405)
144,570(7,405)
147,887(5)(85,667)(7,410)344,402(7,410)344,402

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

Other retained earnings
Reserve foradvanceddepreciation
Balance as of Jan. 1, 2022
Changes during this term
Dividends of surplus
IncomeWithdrawal of reserves
Acquisition of treasury stock
Disposal of treasury stock(Net) Changes in items
other than shareholders’equity during this term
Total changes during this term
Balance as of Dec. 31, 2022

676

Retained
Total otherearnings toretained
be carriedearnings
forward110,388
40,911
151,975

Generalreserve

–
–
(1)
–
–

–
–
–
–
–

(8,967)
1,562
1
–
–

(8,967)
1,562
–
–
–

–

–

–

–

(1)
675

–
110,388(7,404)33,507(7,405)
144,570

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

88Notes to Non-Consolidated Financial Statements(Notes on matters concerning significant accounting policies)
1. Valuation standards and methods for securities(1) Securities held to maturity
Amortized cost method (straight-line method) is applied.
(2) Shares of subsidiaries and affiliated companies
Cost method based on the moving average method is applied.
(3) Other securities
Securities with available market values:
Market value method based on the market price, etc. at the fiscal year-end of the current term is applied. (Valuationdifferences are to be reported as a component of shareholders’ equity, and the costs of securities sold are to be calculatedby the moving average method)
Securities without available market values:
Cost method mainly based on the moving average method is applied.
2. Depreciation method used for fixed assets(1) Tangible fixed assets
Useful lives of major items below are calculated as follows, based on the straight-line method.
Buildings
2-50 years(2) Intangible fixed assets
Straight-line method is applied.
3. Basis for recording provision(1) Allowance for bonuses
In order to prepare for the payment of bonuses for employees, the Company records an estimated payment amount that has
been incurred for this fiscal year.
(2) Allowance for officers’ bonuses
In order to prepare for the payment of bonuses for officers, the Company records an estimated payment amount as of theend of this fiscal year.
(3) Allowance for performance-linked compensation
In order to prepare for the payment of shares and cash for Executive Directors and Executive Officers, the Company
records an estimated payment amount as of the end of this fiscal year.
(4) Allowance for retirement benefit
In order to prepare for the payment of retirement benefit, the company records an estimate payment amount as of the endof year. Actuarial gains and losses are amortized from the following fiscal year by the straight-line method over a fixed
number of years within the average remaining service period of employees.

89

4. Accounting standards for income and expenses
The Company’s operating revenue consists of real estate rents and dividends income from subsidiaries. The main
performance obligation in real estate rents is the allowance of goods or services to subsidiaries. Since the performanceobligation is satisfied when control of these promised goods or services is transferred to the customer, revenue isrecognized when the performance obligation is satisfied. Dividends income is recognized as of the effective date ofdividends.
(Changes in Accounting Policies)(Application of Accounting Standard for Revenue Recognition, etc.)“Accounting Standard for Revenue Recognition” (Accounting Standards Board of Japan (ASBJ) Statement No. 29, March
31, 2020; Hereinafter referred to as “Revenue Recognition Accounting Standard”), etc. is applied from the beginning of thecurrent fiscal year, and revenue is recognized in the amount expected to be received in exchange for promised goods orservices when control of the goods or services is transferred to a customer.
The application of the standard has no effect on profit and loss for the year under review and the balance of retained
earnings at the beginning of the fiscal year.
(Application of Accounting Standard for Fair Value Measurement, etc.)“Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019; Hereinafter referred to as “Fair
Value Measurement Accounting Standard”), etc. is applied from the beginning of the current fiscal year, and in accordancewith the transitional treatment prescribed in paragraph 19 of the Fair Value Measurement Accounting Standard andparagraph 44-2 of the Accounting Standard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019), the new
accounting policies prescribed by the Fair Value Measurement Accounting Standard and others are applied prospectively.
This change had no effect on the financial statements for the current fiscal year.
5. Other important matters that form the basis for the preparation of financial statements
Not applicable.
(Notes to the Non-Consolidated Balance Sheet)
1. Amount of accumulated depreciation of tangible fixed assets
63,290 million yen
2. Monetary receivables from or payables to subsidiaries and affiliates (excluding the items stated separately in the Balance
Sheet)
Short-term monetary receivables
507 million yen
Short-term monetary payables
5,652 million yen

90

(Notes to Non-Consolidated Statement of Income)Transaction amount with affiliated company
Net revenues
Others (operating transactions)
Others (non-operating transactions)

5,640 million yen
122 million yen
149 million yen(Notes to Non-Consolidated Statement of Changes in Shareholders’ Equity)
Matters concerning class and total number of treasury shares
Type of shares

Shares as ofJanuary 1, 2022

Common shares

26,925thousand shares

Increase in shares for Decrease in shares for Shares as of December
fiscal year 2022
fiscal year 2022
31, 2022
4 thousand shares

0 thousand shares 26,928thousand shares

1. The increase of 4 thousand shares in the common shares of treasury stock is due to the purchase of shares based on a resolution of the Board of
Directors and the purchase of shares constituting less than one unit.
2. The decrease of 0 thousand shares in the common shares of treasury stock is due to additional purchase of shares constituting less than one unit.

(Notes on deferred tax accounting)Breakdown of deferred tax assets and deferred tax liabilities by main cause
Deferred tax assets
Depreciation
1,720 million yen
Impairment loss
225 million yen
726 million yen
Other
Sub-total of deferred tax assets
2,670 million yen(536) million yen
Allowance for evaluation losses
Total deferred tax assets
2,134 million yen
Deferred tax liabilities
Reserve for advanced depreciation(913) million yen
Valuation difference on land
(1,151) million yen(49) million yen
Other
Total deferred tax liabilities(2,114) million yen
Net deferred tax assets
21 million yen

91

(Notes on transactions with related parties)
Subsidiaries, etc.
Type

Name ofcompany

Address

Subsidiary

Coca-Cola
Bottlers
Japan Inc.

Minato-ku,
Tokyo

Capital orinvestment
amount(million yen)Line ofbusiness

Manufactureand sales of100
beverage andfood products

RelationshipOwnership
Description Transaction
Year-end
Accountingof votingofamountbalance
item
Interlocking
Businessrights (%)
transaction (million yen)(million yen)directorate relationship
Owned
100.0

concurrent
post
2

Lending of Lending of
funds
funds
Net
Net
revenues revenues

Receivables– from subsidiaries
and affiliates
5,640

–

88,139–(Notes)1. The transaction amount does not include consumption tax. Year-end balance includes consumption tax, etc.
2. Transaction terms and conditions and the policy for deciding on these terms and conditions
Terms and conditions for the transaction with Coca-Cola Bottlers Japan Inc.
	With regard to the lending of funds, the interest rate on loans is determined in consideration of market interest rates. In addition, the Company has
adopted a cash management system for the purpose of improving the group’s funds efficiency. Also, transaction amounts are stated in net value.
Regarding net revenues, it is accompanied by real estate leasing and is determined based on certain rational standards.

(Notes on impairment loss)
In the fiscal year under review, the Company recorded an impairment loss on the following asset groups.
RegionKyushuUse
Idle asset

Number oflocations
1

Type

Impairment loss
(million yen)

Buildings

0

Land

15

The Company has divided assets for business use into groups by business unit that generates cash continuously based on
management accounting system. As for rental property and idle assets, each individual property is recognized as the smallest
grouping unit in order to detect and judge any sign of impairment.
For the current fiscal year, of the idle assets of which market value, etc. decreased, the book values of certain pieces ofbuildings and structures in the target locations are reduced to their recoverable amounts, and the amount of reduction isrecognized as impairment loss.
The recoverable amounts of idle assets are calculated based on the valuation by real estate appraiser, etc.

92

(Notes on per share information)
Net assets per share
Income per share

1,920.38 yen
8.71 yen(Revenue Recognition Related)
Information that forms the basis of understanding revenue arising from contracts with customers is as stated in “(Significant
accounting policies) 4. Accounting standards for income and expenses.”(Significant subsequent events)
Not applicable.

93Independent Auditor’s Report
Independent Auditor’s Report
The Board of Directors

Coca-Cola Bottlers Japan Holdings, Inc.

February 16, 2023

Ernst & Young ShinNihon LLC
Tokyo OfficeTokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Makoto Matsumura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Keita Tsujimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

OpinionWe 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 the related notes of Coca-Cola Bottlers Japan Holdings, Inc. for the fiscal year
from January 1, 2022 to December 31, 2022 in accordance with Article 444, Paragraph 4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and theresults of operations of Coca-Cola Bottlers Japan Holdings, Inc. and its consolidated subsidiaries for the period, for which theconsolidated financial statements were prepared, in accordance with the provisions of the latter part of Article 120, Paragraph 1 of theRegulation on Corporate Accounting which allows companies to prepare consolidated financial statements with the omission of somedisclosure items required under Designated International Financial Reporting Standards.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is statedin “Auditor’s Responsibility for the Audit of the Consolidated Financial Statements.” We are independent of the Company and its consolidated
subsidiaries in accordance with the provisions related to professional ethics in Japan and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Emphasis of matter
As described in 5 of the Notes to Consolidated Financial Statements, regarding Critical accounting estimates, the Company Group has
reviewed the useful lives of its sales equipment and has changed them prospectively. This matter does not affect our opinion.
Other Descrption
The other description consists of the business report and the supplementary schedules. Management is responsible for preparing anddisclosing the other description. The Audit & Supervisory Committee is responsible for monitoring the execution of the duties of the
Directors related to designing and operating the reporting process of the other description.
Our audit opinion on the consolidated financial statements does not include any other description and we express no opinion on suchother description.
In auditing the consolidated financial statements, we are responsible for reading through the other description, and in the process ofreading it through, reviewing whether there are any material discrepancies between the other description and the consolidated financial
statements or the knowledge that we gained during our auditing process, and paying attention to any signs of material misstatement inother description in addition to such material discrepancies.
When we judge that there is any material misstatement in other description based on the tasks that we performed, we are required to report such fact.
We have found no matters to report with regard to the other description.

94

Responsibilities of Management and the Audit & Supervisory Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with theprovisions of the latter part of Article 120, Paragraph 1 of the Regulation on Corporate Accounting which allows companies to prepare
consolidated financial statements with the omission of some disclosure items required under Designated International Financial
Reporting Standards, and for such internal 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.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare theconsolidated financial statements in accordance with the premise of a going concern, and for disclosing matters relating to going concern
when it is required to do so in accordance with the provisions of the latter part of Article 120, Paragraph 1 of the Regulation on
Corporate Accounting which allows companies to prepare consolidated financial statements with the omission of some disclosure items
required under Designated International Financial Reporting Standards.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing and operating
the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to express an opinion on the consolidated financial statements from an
independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemedmaterial if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of
the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform thefollowing while maintaining professional skepticism.
• 	Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures toaddress the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In
addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
• 	In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order to design audit
procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated financial statements is not
to express an opinion on the effectiveness of the entity’s internal control.
• 	Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as thereasonableness of accounting estimates made by management and the adequacy of related notes.
• 	Determine whether it is appropriate for management to prepare the consolidated financial statements on the premise of a going concern
and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard to events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty concerning the premise ofa going concern, the auditor is required to call attention to the notes to the consolidated financial statements in the audit report, or if thenotes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the
consolidated financial statements. While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as a going concern.
• 	Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordance with the provisions of
the latter part of Article 120, Paragraph 1 of the Regulation on Corporate Accounting which allows companies to prepare consolidated
financial statements with the omission of some disclosure items required under Designated International Financial Reporting Standards,
assess the presentation, structure, and content of the consolidated financial statements including related notes, and whether the
consolidated financial statements fairly present the transactions and accounting events on which they are based.
• 	Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries
in order to express an opinion on the consolidated financial statements. The auditor is responsible for instructing, supervising, andimplementing the audit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of implementation of the planned audit,
material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required
under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related to professional ethics in Japan
as well as matters that are reasonably considered to have an impact on the auditor’s independence and any safeguards that are in place toreduce or eliminate obstacles
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’s Report as required by the Companies Act.

95

Independent Auditor’s Report
Independent Auditor’s Report
The Board of Directors

Coca-Cola Bottlers Japan Holdings, Inc.

February 16, 2023

Ernst & Young ShinNihon LLC
Tokyo OfficeTokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Makoto Matsumura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Keita Tsujimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

OpinionWe 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 of Coca-Cola Bottlers Japan Holdings, Inc. for the fiscal year from January 1,
2022 to December 31, 2022 in accordance with Article 436, Paragraph 2-(i) of the Companies Act.
In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all material respects, thefinancial 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.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing
standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules.” We are independent of the Company in accordance with the provisions related to professional ethics in Japan, and are
fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence toprovide a basis for our audit opinion.
Other Description
The other description consists of the business report and the supplementary schedules. Management is responsible for preparing anddisclosing the other description. The Audit & Supervisory Committee is responsible for monitoring the execution of the duties of the
Directors related to designing and operating the reporting process of the other description.
Our audit opinion on the financial statements and the accompanying supplementary schedules does not include the other description andwe express no opinion on the other description.
In auditing the financial statements and the accompanying supplementary schedules, we are responsible for reading through the otherdescription, and in the process of reading it through, reviewing whether there are any material discrepancies between the other description
and the financial statements and the accompanying supplementary schedules or the knowledge that we gained during our auditing process,and paying attention to any signs of material misstatement in other description in addition to such material discrepancies.
When we judge that there is any material misstatement in other description based on the tasks that we performed, we are required toreport such fact.
We have found no matters to report with regard to the other description.

96

Responsibilities of Management and the Audit & Supervisory Committee for the Financial Statements and the Accompanying
Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the supplementary schedules inaccordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary
to enable the preparation of financial statements and the supplementary schedules that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible for assessing whether
it is appropriate to prepare the financial statements and the accompanying supplementary schedules in accordance with the premise of agoing concern, and for disclosing matters relating to going concern when it is required to do so in accordance with accounting principles
generally accepted in Japan.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing and operating
the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying supplementary schedules
as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the financial statements and theaccompanying supplementary schedules from an independent standpoint in an audit report, based on our audit. Misstatements can occur asa result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence thedecisions of users taken on the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform thefollowing while maintaining professional skepticism.
• 	Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures toaddress the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In
addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
• 	In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order to design audit
procedures that are appropriate in the circumstances, although the purpose of the audit of the financial statements and theaccompanying supplementary schedules is not to express an opinion on the effectiveness of the entity’s internal control.
• 	Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as thereasonableness of accounting estimates made by management and the adequacy of related notes.
• 	Determine whether it is appropriate for management to prepare the financial statements and the accompanying supplementary schedules on
the premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard toevents or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes to the financial statements and theaccompanying supplementary schedules in the audit report, or if the notes to the financial statements and the accompanying supplementaryschedules pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the financial statements and theaccompanying supplementary schedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as a going concern.
• 	Besides assessing whether the presentation of and notes to the financial statements and the accompanying supplementary schedules
are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of thefinancial statements and the accompanying supplementary schedules including related notes, and whether the financial statements
and the accompanying supplementary schedules fairly present the transactions and accounting events on which they are based.
• 	To express an opinion on the financial statements and the accompanying supplementary schedules, obtain sufficient and appropriate
audit evidence relating to the financial information on components, which is included in the financial statements and theaccompanying supplementary schedules. The auditor is responsible for giving instructions on, monitoring, and performing audits
relating to the financial information on components. The auditor is solely responsible for audit opinions.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of implementation of the planned audit,
material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required
under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related to professional ethics in Japan
as well as matters that are reasonably considered to have an impact on the auditor’s independence and any safeguards that are in place toreduce or eliminate obstacles.
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’s Report as required by the Companies Act.

97

Audit Report
Audit Report
We, as the Audit & Supervisory Committee (‟A&S Committee”) conducted audits relating to the execution of duties bydirectors during FY 2022 business year from January 1, 2022 to December 31,2022, and hereby report the method ofaudits 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 Article 399-13, Paragraph 1 (i) (b) and (c) of the Companies Act and thestatus of building and operation of the internal control system which had been developed based on the board
resolutions, requested further explanations as needed, explained its opinions and conducted audits as below:
A&S Committee members participated in important meetings in accordance with the audit policy specified by theCommittee 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 asneeded, and examined the process and details of decision-making at important meetings, etc. as well as the statusof business and assets.
A&S Committee also received reports on the status of subsidiaries’ business as needed by communicating andexchanging information with directors, auditors, etc. of the subsidiaries.
A&S Committee examined the basic policies (specified according to Article 118 (iii)(a) of the Companies Act) andthe special efforts (specified according to Article 118 (iii)(b) of the Companies Act) described in the business
reports in light of the status of deliberations at the board of directors and other meetings.
A&S Committee members conducted audits to ensure that accounting auditors kept independence and conducted
appropriate accounting audits, while receiving reports on the execution of duties by them and requesting further
explanations as needed. In addition, A&S Committee received notification by accounting auditors that they weredeveloping 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 inquestion.

98

2. Audit Results(1) Result of Audit of Business Reports, etc.
We acknowledge that the business reports and detailed statements correctly indicate the company’s situation inaccordance with laws and regulations and the Articles of Incorporation.
 e acknowledge that there is no misconduct relating to the director’s execution of duties or any significant facts
W
that violate laws and regulations or the Articles of Incorporation.
 e acknowledge that the details of resolutions of the board of directors relating to the internal control systemW
are appropriate. Furthermore, we acknowledge that there is no point of concern to be indicated regarding thedetails stated in business reports relating to internal control systems and the execution of duties by the director.
We also received reports from directors and ERNST & YOUNG SHIN NIHON LLC that they acknowledged theinternal control relating to financial reporting was valid as of preparation of this Audit Report.
 e acknowledge that there is no point of concern to be indicated regarding the basic policies relating to control
Wof the company described in the business reports. We acknowledge that the special effort described in thebusiness reports (specified according to Article 118 (iii) (b) of the Companies Act) is consistent with the basic
policies, does not harm the common interests of shareholders of the company, and is not intended to maintainthe position of officers of the company.
(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.

February 16, 2023
Audit & Supervisory Committee, Coca-Cola Bottlers Japan Holdings Inc.
Audit & Supervisory Committee Member

Irial Finan

Audit & Supervisory Committee Member

Celso Guiotoko

Audit & Supervisory Committee Member

Nami Hamada

Audit & Supervisory Committee Member

Vamsi Mohan Thati(Note) Audit & Supervisory Committee Member Irial Finan, Audit & Supervisory Committee Member Celso Guiotoko,
Audit & Supervisory Committee Member Nami Hamada and Audit & Supervisory Committee Member Vamsi
Mohan Thati are External Auditors provided for in Article 2(xv) and Article 331, Paragraph 6 of the Companies Act.

99