１１February 9, 2023

Company
Representative

Contact

Coca-Cola Bottlers Japan Holdings Inc.
Representative Director &Calin Dragan
President(Code 2579 TSE Prime Market)
Executive Officer,
Maki Kado
Executive Business Manager
Tel. +81-800-919-0509

Notice on changing of Long-term incentive (Stock-based compensation)
At the Board of directors meeting held on February 9, 2023, the Company resolved to
introduce "Executive reward BIP Trust" (hereinafter referred to as "BIP Trust" (*1) ) as a new
Long-term incentive (Stock-based compensation) plan (hereinafter referred to as “the Plan") toreplace the existing Long-term incentives (Stock-based compensation) plan (hereinafter referred
to as “the Former stock-based compensation plan") approved at the Ordinary general meeting ofshareholders for FY2020 held on March 25, 2021 for the Company's directors of the Company(excluding Directors who are Audit and supervisory committee members and Outside directors,
hereinafter referred to as "Executive directors").
Compensation for the Company's Executive directors consists of base salary, annual bonus,
reserved retirement payment, Long-term incentives (Stock-based compensation) (Performance
Share Unit plan (hereinafter referred to as the "PSU") and Restrictive Stock Unit plan(hereinafter referred to as the "RSU"). This resolution changes the content of "Long-term
incentives (Stock-based compensation)" to use BIP Trust.
As a result, the Company will submit to the Company's Ordinary general meeting ofshareholders for FY2022 (hereinafter referred to as the "General meeting of shareholders")scheduled to be held on March 28, 2023. We would like to inform you as follows. The specificperformance-linked mechanism of this system has been established by inheriting the contents of
the Former stock-based compensation plan and is described in "3. Ⅰ. (1) Outline of BIP Trust"and below.
The Company also plans to introduce a Stock-granting ESOP Trust (*2) for the Company's
Executive officers, employees recognized by the Company, and Executive officers and employeesof Group subsidiaries designated by the Company and will announce the timing of theintroduction and the details of the total amount of shares to be acquired as soon as they are
decided.
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1. Abolition of the Former stock-based compensation plan
The Company will abolish the Former stock-based compensation plan subject toapproval of the BIP Trust proposal at the General meeting of shareholders. Subject to thecommencement of the Plan, points equivalent to the standard amount calculated under theFormer stock-based compensation plan or the number of common shares scheduled to bevested will be granted under the Plan as a transitional measure from the Former stock-based
compensation plan, and shares will be vested from the Plan.

2. Purpose of introducing the Plan, etc.
(1) The Company will introduce the Plan with aiming to increase the motivation of Executive
directors subject to the Plan to contribute to the medium- to long-term improvement ofcorporate value and the rise in stock prices of Group companies, to strengthen thecompetitiveness of acquisition and retention of talent rich in diversity from theperspectives of nationality and experience, and to further enhance incentives for sharing
profit awareness with shareholders and improving corporate value.
(2) The Plan vests the Company shares acquired under the Plan and money equivalent to theexchange price of the Company's shares (hereinafter referred to as "Company shares, etc.").
(hereinafter referred to as "Vesting, etc.") to Executive directors).
(3) The introduction of a BIP Trust is subject to the approval of officer remuneration at theGeneral meeting of shareholders.
*1 BIP (Board Incentive Plan) Trust is an incentive plan for executives based on the
Performance Share and Restricted Stock plans in the United States.
*2 ESOP (Employee Stock Ownership Plan) Trust is an incentive plan for employees basedon the ESOP system in the United States.

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3. Outline of the Plan
I. Structure of BIP Trust①Resolution of this General meeting of shareholders⑧Transfer and【Consignor】

cancellation of

the Company

remaining
shares without⑤Dividends

charge④Payment⑨ Provision ofresidual assets④CompanyStockmarket④Company ③Establish trust②Establish Stock-based
compensation

sharesregulations【Trustee（joint trusteeship）】（scheduled）

shares【Beneficiary】

Mitsubishi UFJ Trust and Banking
Corporation④Payment⑦ Vesting of the

Person subject to the plan

Company

The Master Trust Bank of Japan, Ltd.

shares, etc.

BIP Trust
Our shares, Money⑥Instructions for non-exercise ofTrust administrator

voting rights

1) The Company will obtain approval for the introduction of the BIP Trust at this General meetingof shareholders.
2) The Company shall establish Stock-based compensation regulations concerning the contents of
the BIP Trust at the Board of directors meeting.
3) The Company will establish a BIP Trust in which the money that will be the source of theCompany's Stock-based compensation will be entrusted to a trustee and the Executive
directors who satisfy the requirements for beneficiaries (“the Eligible directors") will be thebeneficiaries. The amount of money that the Company may contribute shall be limited to theamount approved by the General Meeting of Shareholders in 1) above.
4) The BIP Trust acquires the Company's shares from the stock market or the Company(Treasury stock) using the money contributed in 3) above as the source of funds inaccordance with the instructions of the Trust administrator. The number of shares to beacquired by the BIP Trust shall be within the range approved by the General meetingof shareholders in 1) above.
5) Dividends will be paid to the Company's shares in the BIP Trust in the same manner as other
Company shares.

36) Voting rights shall not be exercised with respect to the Company's shares in the BIP Trustthroughout the trust period.
7) As a transitional measure from the Former stock-based compensation plan, without delay
after the establishment of the BIP Trust, Executive directors who were subject to the Former
stock-based compensation plan will be granted points equivalent to the base amountcalculated under the Former stock-based compensation plan or the number of the Company's
common shares to be granted.
During the trust period, a certain number of points will be granted to the Eligible directors
according to their responsibilities and the degree to which they have achieved performancetargets.
To the Eligible directors who meet certain beneficiary requirements, as described in (8) below,
the number of shares of the Company's stock, etc. corresponding to the number of points will
be vested after the end of the applicable period and at the time of retirement.
As described in (8) below, as a rule, the Company shares equivalent to a certain percentage ofsuch points (rounded up to the nearest unit) will be vested, and the remainder will be
converted into cash within the BIP Trust and paid out in an amount equivalent to the amountof the conversion price.
8) In the event that residual shares remain at the end of the trust period due to failure to achieve
the Company's performance targets, etc., the BIP Trust will either continue to be used as a
new Stock-based compensation plan by amending the Trust agreement and implementing an
additional trust, or the BIP Trust will transfer such residual shares to the Company withoutcompensation and cancel them by a resolution of the Board of directors.
9) The remainder of the dividends on the Company's shares in the BIP Trust that arise at the
expiration of the trust period will be used to fund the acquisition of shares if the BIP Trust is
used continuously, but if the BIP Trust is terminated due to expiration of the trust period, it
will be donated to an organization that has no interest in the Company or the Eligible
directors.

(Note) During the trust period, if the number of shares in the BIP Trust may fall short of the number of sharescorresponding to the number of points (set forth in (5) below) to be determined for the Eligible directors,
or if the money in the trust assets may fall short of the payment of trust fees and expenses, additional
money may be placed in the BIP Trust within the maximum amount of trust money set forth in (6)below.

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(1) Overview of BIP Trust
The BIP Trust covers three consecutive business 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 to cover three consecutive fiscal years
at the beginning of a new fiscal year.), In the first fiscal year where the target period begins,
points equivalent to the standard amount by job responsibility will be granted to the Eligible
directors. After the expiration of the target period or upon retirement of the Eligible director,
the Company shall vest number of shares, etc. equivalent to the points granted.
Specifically, the Plan consists of "Performance Share Unit Plan (PSU)" and "Restricted
Stock Unit Plan (RSU)". PSU: Points granted according to position, etc. in the first fiscal year
when the target period begins will fluctuate according to the degree of achievement ofCompany performance during the target period. The Company's shares, etc. corresponding to
the points shall be vested after the expiration of the target period. RSU: At the time of theretirement of the Eligible director, the Company shall vest the Company's shares, etc. inaccordance with the points granted according to their position, etc. in the first fiscal year when
the target period begins.
The main purpose of “Performance Share Unit Plan (PSU)” is to motivate the Eligible
directors to improve corporate value over the medium to long term, and of “Restricted Stock
Unit Plan (RSU)” is to share value with shareholders and to strengthen the retention of
excellent talent.

(2) Resolutions of the General meeting of shareholders
The maximum amount of trust money to be contributed to the BIP Trust and the
maximum total number of shares, etc. to be vested, etc. to the Eligible directors and othernecessary matters shall be resolved at this General meeting of shareholders.
If the BIP Trust is to be continued as set forth in (4) below, the Board of directors, within
the scope of the approval resolution of this General meeting of shareholders, shall decide toamend the Trust agreement and make additional contributions to the BIP Trust at the
expiration of the trust period.

(3) Eligibility for BIP Trust (Beneficiary requirements)
Subject to fulfillment of the following requirements for beneficiaries, the Eligible directors
may be vested from the BIP Trust the Company's shares, etc. equivalent to the number ofpoints granted to them after completing the prescribed procedures for determining
beneficiaries.

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The beneficiary requirements are as follows【Performance Share Unit Plan (PSU) 】
1) Must be the Eligible director during the applicable period (including those who became
the Eligible directors on or after the date of commencement of the Plan).

2) The person must not have resigned from office for personal reasons (excluding
retirement for personal reasons due to unavoidable circumstances) during theeligible period, committed certain acts of misconduct while in office, or been
dismissed for material violations of duties, internal regulations, etc.
3) Other requirements deemed necessary to achieve the purpose of the Stock-based
compensation plan and stipulated in the Trust agreement or the Stock-based
compensation regulations.
【Restricted Stock Unit Plan (RSU) 】
1) Must be the Eligible director during the applicable period (including those who
newly became an Executive director on or after the date of commencement of thePlan).
2) Retired of the Eligible director
3) The person has not resigned for personal reasons (excluding resignation for
personal reasons due to unavoidable circumstances) during the eligible period, forhaving committed certain acts of misconduct during his/her term of office, or forhaving committed material violations of duties, internal regulations, etc.
4) Other requirements deemed necessary to achieve the purpose of the Stock-based
compensation plan and stipulated in the Trust agreement or the Stock-based
compensation regulations.
(4) Trust perioda. Initial trust period

The period will be approximately three years from May 2023 (planed) to May 2026
(planed).
b. Continuation of BIP TrustAt the expiration of the trust period, the trust period of the BIP Trust can be extended
for the same period as the initial trust period by amending the Trust agreement.
In such case, for each extended trust period, the Company will make additional
contributions within the maximum amount to be contributed to the BIP Trust for suchnew subject period to the extent approved by the General meeting of shareholders andwill continue to grant points to the Eligible directors during the extended trust period.
However, if there are any remaining shares of the Company in the trust assets before
the extension (Excluding shares of the Company equivalent to points granted to the6Eligible directors that have not been vested, etc. and money (hereinafter referred to as"Remaining Shares, etc.")), the total amount of the remaining shares, etc. and the
additional trust amount shall be within the maximum amount of the trust money
approved and resolved at the General meeting of shareholders.
This extension of the trust period is not limited to one time, and the trust period may be reextended thereafter.

(5) Number of shares, etc. of the Company's stock, etc. to be vested, etc. to the Eligible
directors
The number of shares of the Company's common stock to be vested to the Eligible directors
will be determined as one share of the Company's common stock for each point in accordancewith the number of points calculated in accordance with the respective point calculation
formulas for the "Performance Share Unit Plan (PSU)" and the "Restricted Stock Unit Plan
(RSU)" set forth below.

In the event of a stock split or reverse stock split of the Company's shares or otherevents for which it is deemed fair to adjust the number of points, the number of theCompany's shares per point will be adjusted in accordance with the split ratio, reverse
stock split ratio, etc.
①Performance Share Unit Plan (PSU)
After the start of each applicable period, base points are awarded, and after the endof the applicable period, "Performance-linked points" are granted, which are calculated
based on the degree of achievement of performance targets for the applicable period.
＜Formula for calculating "Performance-linked points＞
Base points (base amount by position / stock price*1) x performance-linked
coefficient*2②Restricted Stock Unit Plan (RSU)
After the start of each eligible period, "Fixed points" will be awarded according to
the size of the Eligible director's position, calculated based on the following point
calculation formula.
＜Fixed Point Formula＞
Base amount by position ÷ stock price*1※1 The average closing price of the Company's common stock on the Tokyo Stock
Exchange, Inc. during the one-month period prior to the day before the date of theCompany's annual General Meeting of Shareholders to be held in the first fiscal
year during each subject period

7※2 The performance-linked coefficient varies between 0% and 150% depending on
the achievement of performance targets (ROE and Sales) during the subject
period.
(6) Maximum amount of trust money to be contributed to the BIP Trust and maximum
number of Company shares, etc. to be vested
The total amount of trust money to be contributed by the Company to the BIP Trust
during the trust period and the total number of the Company's shares, etc. to be vested,
etc. to the Eligible directors shall be subject to the following limits, subject to approval by
the resolution of this General meeting of shareholders.
①The maximum amount of trust money*1 to be contributed to the BIP Trust as Stockbased compensation to the Eligible directors during the initial trust period
Total 2,880 million yen*1 The maximum amount of trust fund is calculated by adding trust fees and trust
expenses to the stock acquisition fund, taking into consideration the current
compensation level of the Eligible directors.
In addition to the above, the Company will use 848 million yen in this fiscal year as asource of funds to acquire shares related to points to be granted as a transitional measurefrom the Former stock-based compensation plan.

②The maximum number of shares of the Company's shares, etc. to be vested by the
BIP Trust as Stock-based compensation for such Eligible directors within the initial
trust period.
Total 1.8 million shares* The maximum number of shares of the Company's shares, etc. to be vested, etc. is calculated
based on the above maximum amount of trust funds, with reference to past stock prices, etc.

In addition to the above, the number of shares equivalent to the total number ofpoints granted as a transition measure from the former Stock-based compensation
plan in the current fiscal year shall be 530,000 shares.
(7) Method of acquisition of the Company's shares by BIP Trust
The acquisition of the Company's shares by BIP Trust is scheduled to be made on thestock market or from the Company within the limits of the maximum amount of trust
money to be contributed to the BIP Trust and maximum number of Company shares, etc.
to be vested, as described in (6) above.

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(8) Method and timing of vesting of the Company's shares, etc. to the target directors①Performance Share Unit System (PSU)
In principle, the timing of the vesting of the Company's shares, etc. under the
Performance Share Unit (PSU) system will be after the end of the applicable period.
In principle, the Eligible directors who meet the beneficiary requirements in (3)above shall, after the end of the Eligible Period, to be vested Company shares, etc. inaccordance with the performance-linked points calculated in accordance with (5)above.
In this case, the Eligible director shall, for the purpose of securing tax payment
funds, be vested number of shares of the Company equivalent to a certain percentageof the performance-linked points, exchange the remaining number of Company
shares equivalent to the performance-linked points in the BIP Trust, and receive amonetary benefit equivalent to the exchange disposal amount.
②Restricted Stock Unit (RSU)
In principle, the timing of the vesting of the Company's shares, etc. under the
Restricted Stock Unit (RSU) is at the time of the retirement of the Eligible director.
In principle, the Eligible director who satisfies the requirements for beneficiaries in(3) above shall, upon retirement, be vested of the Company's shares, etc. inaccordance with the fixed points calculated in accordance with (5) above.
In this case, for the purpose of securing tax payment funds, the Eligible director
shall be vested number of shares of the Company equivalent to a certain percentageof the fixed points, and the number of shares of the Company equivalent to theremaining fixed points shall be exchanged in the BIP Trust and receive a monetary
payment equivalent to the exchange disposal proceed.
(9) Exercise of voting rights for the Company's shares in the BIP Trust
To ensure neutrality in management, voting rights shall not be exercised for theCompany's shares in the BIP Trust during the trust period.
(10) Handling of dividends on the Company's shares in the BIP Trust
Dividends on the Company's shares in the BIP Trust are received by the BIP Trust andused to cover the BIP Trust's trust fees and trust expenses.

9(11) Treatment upon termination of BIP Trust
If residual shares accrue at the expiration of the trust period, the BIP Trust will continue
to be used by changing the Trust agreement and making additional trusts, or theremaining shares will be transferred from the BIP Trust to the Company free of charge
and canceled by resolution of the Board of directors.
In addition, the remainder of dividends on the Company's shares in the BIP Trustgenerated at the expiration of the trust period will be used as share acquisition funds if
the BIP Trust continues to be used, but in the event of termination of the BIP Trust, it
will be donated to an organization that has no interest in the Executive director.
【Reference】●Details of the BIP Trust agreement(1)

Types of trusts

Monetary trusts other than specified solely managed monetarytrusts (other-benefit trusts)(2)

Purpose of theProvision of incentives for Executive directors

trust
(3)

Consignor

The Company(4)

Trustee

Mitsubishi UFJ Trust and Banking Corporation (planned)(Co-Trustee: Japan Master Trust Bank, Ltd. (planned))(5)

Beneficiary

Executive directors who meet the requirements for beneficiaries

(6)

Trust

Third parties who have no interest in the Company (Certified

administrator

Public Accountants)

Trust

May 2023 (planned)(7)agreement date
(8)

Duration of the

May 2023 ~ May 2026 (planned)

trust
(9)

System startJune 1, 2023 (planned)date(10) Exercise ofshall not be exercised.

voting rights(11) Types of shares

Common shares of the Company

to be acquired:(12) Maximum trust
amount(13) How to acquire

3,728 million yen (The Company's maximum amount. Includes
trust fees and trust expenses. (planned)
Acquired from the stock market or from the Company

sharesEnd10