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

Securities code: 2579
March 4, 2019NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

Dear Shareholder,
You are cordially invited to attend the Ordinary General Meeting of Shareholders for the fiscal
year ended December 31, 2018 of Coca-Cola Bottlers Japan Holdings Inc. (the “Company”),
which will be held as described hereunder.
If you are unable to attend the meeting, you may exercise your voting rights either by writing or
via the Internet. Please review the attached Reference Materials for General Meeting of
Shareholders and exercise your voting rights by 5:45 p.m., March 25 (Monday), 2019.
Sincerely yours,
Tamio Yoshimatsu
Representative Director & President
Head Office: 7-9-66 Hakozaki, Higashi-ku,

Fukuoka, Japan
Headquarters: 9-7-1 Akasaka, Minato-ku, Tokyo
Matters Related to the Exercise of Voting Rights
When attending this General
Meeting of Shareholders

When not attending this General Meeting of Shareholders
Exercise of voting rights by mailExercise of voting rights via the(writing)

Internet

Please review the attached
Please submit the proxy voting

Reference Materials for Generalform enclosed herewith to the

Meeting of Shareholders andreception desk.

indicate your approval ordisapproval on the enclosed proxy

Please exercise your voting rights
by the deadline.

voting form, and post it without
affixing a postage stamp.
Date and time of the General

Voting deadline

Voting deadline

10:00 a.m., March 26 (Tuesday),Votes must arrive by 5:45 p.m.,

5:45 p.m., March 25 (Monday),2019

March 25 (Monday), 20192019

Meeting of Shareholders

If you are unable to attend the General Meeting of Shareholders, you may exercise your vote by a proxy
who is another shareholder holding voting rights, who may attend the General Meeting of Shareholders
on your behalf. However, please understand that a proof of your proxy must be submitted in writing.
If you exercise your voting rights twice, both by writing and via the Internet, the voting via the Internet
shall prevail. In case of multiple voting via the Internet or both by personal computer and mobile phone,
the last voting shall prevail.

-1-

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

10:00 a.m., March 26 (Tuesday), 2019 (Reception starts at 9:00 a.m.)
Ho-Oh-No-Ma (2F), Tokyo Prince Hotel
3-3-1 Shibakoen, Minato-ku, Tokyo, Japan1.

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

Business report and consolidated financial statements for the fiscal
year ended December 31, 2018 (January 1 to December 31, 2018);
and audit reports of consolidated financial statements by
Accounting Auditors and the Audit and Supervisory Committee
Non-consolidated financial statements for the fiscal year ended
December 31, 2018 (January 1 to December 31, 2018)

Appropriation of surplus
Election of five (5) Directors (excluding Directors Serving on the Audit
and Supervisory Committee)
Election of four (4) Directors Serving on the Audit and Supervisory
Committee

If we need to make any revision to the business report, consolidated financial statements,
non-consolidated financial statements or Reference Materials for General Meeting of
Shareholders, we will notify you through the Company’s website(https://www.ccbj-holdings.com/).
 In accordance with laws and regulations and the provisions of Article 16 of the Company’s
Articles of Incorporation, the following matters have been omitted from the attachments to the
Notice of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31,
2018 due to their posting on the Company’s website.
(1) “Main Businesses,” “Major Locations, etc.,” “Status of Employees,” and “Major financial
institutions providing loans to the Company” within “Current Status of the Coca-Cola Bottlers
Japan Holdings Group” in the Business Report(2) “Accounting Auditor,” “The system to ensure business adequacy” and “Basic Policies on theControl of the Joint-stock Company” under “Current status of the Company” in the Business
Report(3) Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements inConsolidated Financial Statements.
(4) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated
Financial Statements in Non-consolidated Financial Statements.
Therefore, the attachments are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the independent auditor when preparing the Independent Auditor’sReport. Furthermore, they are part of the Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements audited by the Audit & Supervisory Committee in preparing
the Audit Report.

The Company’s Website

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

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

Type of assets to be

Cashdistributed②

Allotment of assets to

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

be distributed and thestock.

total amountIn this case, the dividends will total 4,586,888,600 yen.
As a result, annual dividends will be 50 yen per share, includinginterim dividends, which increases dividends by 6 yen comparedwith the previous year.

③

Effective date of the

We propose March 27, 2019 as the effective date of thedividends of surplus

dividends of surplus.

Reference
Dividends

InterimYear-end

50
44
25
22

(Forecast)

22

25

FY2017FY2018Dividend Policy
Regarding dividends, the Company sets its basic policy to carry out active redistribution of profits while placing thehighest priority on paying stable dividends, by comprehensively reviewing the Company’s business performance andlevel of retained earnings. The Company has set a payout ratio target of 30% or more of net profit for the year
attributable to owners of the parent and pays interim and year-end dividends of surplus.

-3-

Proposal No. 2: 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 the end 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

Attributes

position

Responsibility

1Tamio Yoshimatsu

Reelection

Representative Director

President

2

Calin Dragan

New election

Executive Officer

Vice President

3

Bjorn Ivar Ulgenes

New election

Executive Officer

Head of Finance4

Hiroshi Yoshioka

Outside Director–

5

Hiroko Wada––

Reelection, Outside,
Independent
New election,
Outside, Independent

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

-4-

Candidate

No. 1

Tamio Yoshimatsu

Reelection[Relationship of special interest in the
Company]

No. of Company Shares Owned

None11,765

Attendance at Board of Directors meetings

9/9*Attendance rate: 100%
(Date of birth:
February 10, 1947,
72 years old)

[Significant
Concurrent Positions]Representative
Director, Coca-Cola
Bottlers Japan Inc.
Outside Director,
Nishi-Nippon
Railroad Co., Ltd.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
March 1969 Joined Kinki Coca-Cola Bottling Co., Ltd.
March 2000 Director, Kinki Coca-Cola Bottling Co., Ltd.
March 2004 Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
March 2006 Senior Managing Director, Kinki Coca-Cola Bottling Co., Ltd.
Executive Corporate Officer, Kinki Coca-Cola Bottling Co., Ltd.
July
2006 Director, Coca-Cola West Holdings Co., Ltd.
Executive Corporate Officer, Coca-Cola West Holdings Co., Ltd.
March 2007 Representative Director, Kinki Coca-Cola Bottling Co., Ltd.
President, Kinki Coca-Cola Bottling Co., Ltd.
January 2009 Director, Coca-Cola West Co., Ltd.
Executive Vice President, Coca-Cola West Co., Ltd.
March 2009 Representative Director, Coca-Cola West Co., Ltd.
January 2010 President, Coca-Cola West Co., Ltd.
June
2016 Outside Director, Nishi-Nippon Railroad Co., Ltd. (incumbent)
April2017 Representative Director, Coca-Cola Bottlers Japan Co., Ltd.
President, Coca-Cola Bottlers Japan Co., Ltd
Representative Director & President, Coca-Cola East Japan Co., Ltd.
January 2018 Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
President, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent)
President, Coca-Cola Bottlers Japan Inc. (incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Tamio Yoshimatsu as a Director because of his track record in the Sales,
Distribution and Management Planning Divisions, based on his considerable experience as the Representative
Director & President of a Coca-Cola bottling company within Japan, and because of how he has exercised leadershipin his present position as a Senior General Manager of Business of the Company and Group, to utilize his ability,
experience, etc. in the management of the Group.

-5-

Candidate

No. 2

Calin Dragan

New election[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings(Date of birth:
October 24, 1966,
52 years old)

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

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
June
1993 Joined Coca-Cola Leventis
January 2000 Joined Coca-Cola Hellenic Bottling Company S.A.
January 2005 General Manager and Administrator in charge of Romania and Mordovian
Republic, Coca-Cola Hellenic Bottling Company S.A.
July
2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
March 2012 Representative Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
July
2013 Representative Director & President, Coca-Cola East Japan Co., Ltd.
May2017 Regional Director, The Coca-Cola Company Bottling Investments GroupRegional Director, Coca-Cola Far East Limited
January 2018 President, The Coca-Cola Company Bottling Investments Group
March 2019 Executive Officer, Vice President, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
Executive Officer, Vice President, Coca-Cola Bottlers Japan Inc.
(incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Calin Dragan as a Director because of his considerable experience as theRepresentative Director of Coca-Cola Bottling companies within Japan and gained at The Coca-Cola Company, andhis global business knowledge of Coca-Cola business operations, to utilize his ability and experience, etc. in the
management of the Group.

-6-

Candidate

No. 3

Bjorn Ivar Ulgenes

New election[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings(Date of birth:
April 5, 1968,
50 years old)

[Significant
Concurrent Positions]Executive Officer,
Head of Finance,
Coca-Cola Bottlers
Japan Inc.
Representative
Director & President,
Coca-Cola Bottlers
Japan Business
Services Inc.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
July
1997 Joined The Coca-Cola Company
August 2005 Finance Director North & West Africa Business Unit, The Coca-Cola
CompanyMay
2008 Finance Director & Executive Assistant to the Business Unit President,
North & West Africa Business Unit, The Coca-Cola Company
June2009 GM Innovation & EA, North & West Africa Business Unit, The Coca-Cola
Company
February 2010 Senior Vice President Finance, The Coca-Cola (Japan) Co., Ltd.
January 2013 Finance Director, Central, East & West Africa Group, The Coca-Cola
Company
April
2016 Deputy Finance Director, Europe, Middle East & Africa (EMEA) Group,
The Coca-Cola Company
October 2018 Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan
Holdings Inc.
Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Inc.
November2018 Representative Director & President, Coca-Cola Bottlers Japan Sales
Support Inc.
January 2019 Representative Director & President, Coca-Cola Bottlers Japan Business
Services Inc. (incumbent)
February 2019 Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Holdings
Inc. (incumbent)
Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Inc.
(incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Bjorn Ivar Ulgenes as a Director because of his considerable experience as the
Executive Office and Head of Finance of the Company and gained at The Coca-Cola Company, and his global
business knowledge of Coca-Cola business operations, and because of how he has exercised leadership in his present
position, to utilize his ability and experience, etc. in the management of the Group.

-7-

Candidate

No. 4

Hiroshi Yoshioka

Reelection Outside Independent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

242

Attendance at Board of Directors meetings

9/9(Date of birth:
October 26, 1952,
66 years old)

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

*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1975 Joined Japan Radio Co., Ltd.
January 1979 Joined Sony Corporation
October 2001 Representative Director and President, Sony Ericsson Mobile
Communications Corporation
April
2003 CVP, Sony Ericsson Mobile Communications Corporation AB
November2005 Corporate Executive, SVP, Sony Corporation
April
2008 Corporate Executive, EVP, Sony Corporation
April
2009 Executive Deputy President Officer, Sony Corporation*Mr. Yoshioka has resigned from the office as Executive Deputy President
Officer of Sony Corporation as of December 31, 2012.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
April
2017 Outside Director, Coca-Cola Bottlers Japan Inc.
January 2018 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroshi Yoshioka as a Director (Outside Director) in order for him to utilize,
for the management of the Company, the considerable experience and global knowledge he has gained thus far at the
Coca-Cola bottling company within Japan and Sony Corporation.

-8-

Candidate

No. 5

Hiroko Wada

New election Outside Independent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings(Date of birth:
May 4, 1952,
66 years old)
[Significant
Concurrent Positions]Representative, Office
WaDa
Outside Director,
Shimadzu
Corporation
Outside Director(Audit & Supervisory
Committee Member),Unicharm
Corporation (planned)

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1977 Joined Procter & Gamble Sunhome Co., Ltd.
January 1998 Vice President, In charge of Corporate New Ventures, Asia, The Procter &Gamble Company (U.S.)
March 2001 Representative Director & President, Dyson Ltd.
April
2004 Representative Director, President & COO, Toys”R”Us-Japan, Ltd.
November2004 Representative, Office WaDa (incumbent)May
2009 Outside Director, Aderans Holdings Co., Ltd.
June
2016 Outside Director, Shimadzu Corporation (incumbent)
March 2019 Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation (planned)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroko Wada as a Director (Outside Director) in order for her to utilize, forthe 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 Toys”R”Us Japan Ltd.

-9-

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2. Hiroshi Yoshioka and Hiroko Wada are candidates for Outside Director.
(1) Hiroshi Yoshioka is an incumbent Outside Director of the Company. At the conclusion of this General Meeting of
Shareholders, he has assumed the office as Outside Director for two (2) years.
(2) The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on which theCompany is listed, that Hiroshi Yoshioka is an “Independent Director.” The qualification for “Independent
Director” is determined by rules, etc. set by each securities exchange. If his re-election is approved, he isscheduled to be an Independent Director continuously.
Furthermore, if the election of Hiroko Wada is approved, the Company plans to submit notices to Tokyo Stock
Exchange, Inc. and Fukuoka Stock Exchange, on which the Company is listed, that Hiroko Wada is an“Independent Director.” The qualification for “Independent Director” is determined by rules, etc. set by eachsecurities exchange.
(3) Currently, the Company has concluded an agreement for limitation of liability with Hiroshi Yoshioka, and if his
re-election is approved, said agreement shall remain in effect. Furthermore, if the election of Hiroko Wada isapproved, the Company plans to conclude said agreement with her. The agreement will outline that in cases
where the Directors (excluding directors with executive authority over operations, etc.) have caused damages to
the Company due to non-performance of their duties and yet they are bona fide and there is no gross negligencefrom 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.

- 10 -

Proposal No. 3: Election of four (4) Directors Serving on the Audit andSupervisory Committee
Zenji Miura, Irial Finan and John Murphy, Directors serving on the Audit and Supervisory
Committee will complete their terms at the end of this Ordinary General Meeting of
Shareholders.
Furthermore, Tadanori Taguchi, Director serving on the Audit and Supervisory Committee, will
resign his position at the end of this General Meeting of Shareholders.
Therefore, we would like to request the election of four (4) Directors serving on the Audit andSupervisory 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

Current Position in the Company

1

Irial Finan

Reelection, Outside2

Jennifer Mann

New election, Outside

3

Celso Guiotoko

4Nami Hamada

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

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

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

- 11 -

Candidate

No. 1(Date of birth:
June 14, 1957,
61 years old)

[Significant
Concurrent Positions]
Director, Coca-Cola
European Partners Plc
Director, Smurfit
Kappa Group Plc

Irial Finan

Reelection Outside[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings

9/9

6/6

*Attendance rate: 100%

*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
October 1984 Finance Director, Coca-Cola Bottlers Ireland Ltd
January 1991 Managing Director, Coca-Cola Bottlers Ulster Ltd
June
1995 Managing Director, Coca-Cola Molino Beverages & Joint Managing
Director, Hellenic Bottling Company
March 2001 CEO, Coca-Cola HBC SA
August 2004 EVP, The Coca-Cola Company (President, Bottling Investments)
February 2012 Director, Smurfit Kappa Group Plc (incumbent)
March 2012 Outside Director, Coca-Cola Central Japan Company, Limited.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
April
2016 Director, Coca-Cola European Partners Plc (incumbent)
April2017 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Inc.
January 2018 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Holdings Inc.
(incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Irial Finan as a Director serving on Audit & Supervisory Committee (Outside
Director) because he has considerable experience and global expertise having acted as a corporate executive engaged
in Coca-Cola business over many years acting as a representative of the Bottling Investments Group engaging inoversight of The Coca-Cola Company management and Coca-Cola bottlers worldwide, and possesses audit
experiences as Directors serving on Audit & Supervisory Committee at our Company. As such, we deem him
suitable of providing advice on all areas of decision making related to important managerial decisions and handlingof expected risks.

- 12 -

Candidate

No. 2(Date of birth:
September 27, 1972,
46 years old)

[Significant
Concurrent Positions]
Senior Vice President,
Chief People Officer,
The Coca-Cola
Company
President of Global
Ventures, The
Coca-Cola Company

Jennifer Mann

New election Outside[Relationship of special interest in the
Company]

No. of Company Shares Owned

Jennifer Mann is the Senior Vice President,
Chief People Officer and the President of
Global Ventures of The Coca-Cola
Company. The Company has entered into
contracts for manufacturing and sales ofCoca-Cola and other products and use of
trademarks, etc. with The Coca-Cola
Company.

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
January 1994 Joined Dekalb Medical Center
November1997 Joined The Coca-Cola Company
October 2015 Chief of Staff, The Coca-Cola Company
May2017 Chief People Officer The Coca-Cola Company
Director, Coca-Cola Bottling Co. Consolidated (incumbent)
January 2019 Senior Vice President, Chief People Officer, The Coca-Cola Company(incumbent)
President of Global Ventures, The Coca-Cola Company (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Jennifer Mann as a Director serving on Audit & Supervisory Committee(Outside Director) because she is Senior Vice President, Chief People Officer and President of Global Ventures at
The Coca-Cola Company, and has considerable experiences and global expertise having acted as a corporate
executive engaged in Coca-Cola business. As such, we deem her suitable of providing advice on all areas of decision
making related to important managerial decisions and handling of expected risks.

- 13 -

Candidate

No. 3(Date of birth:January 3, 1959,
60 years old)

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

Celso Guiotoko

New election Outside Independent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
December1983 Joined Banco Bradesco SA
January 1985 Senior Manager, Arthur Andersen (Accenture)
March 1996 System Director, Toshiba America Electronic Components, Inc.
December1997 Solution Service Vice President, i2 Technologies Japan, Inc.
May
2004 Vice President & CIO (Chief Information Officer), Nissan Motor Co., Ltd.
April
2006 Corporate Vice President & CIO, Nissan Motor Co., Ltd.
April
2014 Senior Corporate Vice President & CIO, Nissan Motor Co., Ltd.
June
2017 Statutory Auditor, Nissan Motor Co., Ltd.
*Mr. Guiotoko has resigned from the office as Statutory Auditor of Nissan
Motor Co., Ltd. as of May 11, 2018.

[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Celso Guiotoko as a Director serving on Audit & Supervisory Committee(Outside Director) because he has considerable experiences and global expertise gained at Nissan Motor Co., Ltd.
(“Nissan”) and possesses audit experience as Statutory Auditor at Nissan. As such, we deem him suitable ofproviding advice on all areas of decision making related to important managerial decisions and handling of expectedrisks.

- 14 -

Candidate

No. 4(Date of birth:
August 3, 1964,
54 years old)
[Significant
Concurrent Positions]Founder, Managing
Director, Mile High
Capital Inc.
Director, Ecoplexus
Japan K.K.
Chief Operating
Officer, Vesper Group
Japan K.K.

Nami Hamada

New election Outside Independent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
July
1992 Joined Lehman Brothers Holdings Inc.
October 1996 Vice President, Lehman Brothers Japan Inc.
June
1999 Senior Vice President, Lehman Brothers Japan Inc.
May
2004 Representative Director, HDH Advisors Japan Limited.
December2006 Principal, HDH Capital Management Pte Ltd. (Former Company Name:
HDH Advisors)
March 2009 Founder, Managing Director, Mile High Capital Inc. (incumbent)
August 2017 Director, Ecoplexus Japan K.K. (incumbent)
February 2019 Chief Operating Officer, Vesper Group Japan K.K. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Nami Hamada as a Director serving on Audit & Supervisory Committee(Outside Director) because she has considerable experiences on Finance and Accounting gained as a proprietor ofher own finance consulting company and considerable experiences and global expertise gained as Director at
Lehman Brothers Japan Inc. As such, we deem her suitable of providing advice on all areas of decision making
related to important managerial decisions and handling of expected risks.

- 15 -

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2. Irial Finan, Jennifer Mann, Celso Guiotoko, Nami Hamada are candidates for Outside Director.
(1) Following indications relating to non-conformities in the final vehicle inspections process made on September
18, 2017 by the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) during an on-site inspection of
the Nissan Shatai Co., Ltd.’s Shonan Plant, Nissan Motor Co., Ltd., 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,
Nisan Motor Co., Ltd. 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, Nissan Motor Co., Ltd. and its two former directors were indicted forviolations of the Financial Instruments and Exchange Act (a crime of submitting a false securities report)
regarding the executive compensation listed in Nissan Motor Co., Ltd.’s securities report.
Mr. Guiotoko was not aware of these problems until these facts came to light and provided regular suggestions
from the standpoint of legal compliance at the Board of Directors meetings, etc.
(2) Irial Finan is an incumbent Outside Director of the Company. At the conclusion of this General Meeting of
Shareholders, he has assumed the office as Outside Director for two (2) years.
(3) If the elections of Celso Guiotoko and Nami Hamada are approved, the Company plans to submit notices toTokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on which the Company is listed, that Celso
Guiotoko and Nami Hamada are “Independent Directors.” The qualification for “Independent Director” isdetermined by rules, etc. set by each securities exchange.
(4) Currently, the Company has concluded an agreement for limitation of liability with Irial Finan, and if his
re-election is approved, said agreement shall remain in effect. Furthermore, if the elections of Jennifer Mann,
Celso Guiotoko, and Nami Hamada are approved, the Company plans to conclude said agreements with them.
The agreement will outline that in cases where the Directors (excluding directors with executive authority over
operations, etc.) have caused damages to the Company due to non-performance of their duties and yet they arebona fide and there is no gross negligence from them in performing their duties, they shall be liable for thedamages to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies Act.
End of File- 16 -

(Attachment)

Business report(From January 1 to December 31, 2018)
1. Current Status of the Coca-Cola Bottlers Japan Holdings Group(1) Business Progress and Results
Coca-Cola Bottlers Japan Holdings Inc. (“CCBJH” or the “Company”) announced
full-year results for the fiscal year ended December 31, 2018 (January 1 to December
31, 2018). In this period, total nonalcoholic ready-to-drink (NARTD) beverageindustry volume performance is expected to be slightly positive versus prior year,
supported by strong demand driven by a record hot summer which helped to offset thenegative impact of various natural disasters, such as earthquakes, heavy rain andflooding. The health food and cosmetics industries continue to grow, driven by demand
from health-conscious consumers and inbound tourism, while the competitiveenvironment has been marked by successive product launches by various industry
players. In 2018, CCBJH remained focused on initiatives linked to our medium-termbusiness plan “Growth Roadmap for 2020 & Beyond,” representing the principles of
local presence on a national scale, driving innovation and successfully meeting our
synergy and savings commitments. However, our business was significantly impacted
by supply constraints and higher manufacturing and logistics costs related to theextraordinary rain and flooding experienced in Western Japan in July 2018. The Hongo
manufacturing plant and adjacent warehouse and distribution center, located in Mihara
City, Hiroshima Prefecture, experienced substantial flooding due to the heavy rains in
July, with equipment and finished goods inventory were damaged. In addition,
underlying business trends due to supply constraints driven by surging demand for
aseptic products have impacted our 2018 results.
<Highlights>
・ Reported net sales increased 11% versus prior year due to the April 1, 2017business integration.
・ Reported business income decreased 42% versus prior year driven by increased
logistics expenses, continued negative channel and package mix, etc. Reported
operating income decreased 61% versus prior year mainly due to loss on disposal
and write-off of damaged assets and inventories due to the flooding in July 2018.
・ Continued progress on integration and setting foundation for growth. Created onealigned HR and benefit system including equity linked long-term incentive plan;
Completed deployment of ERP system back-office solution across all territories;- 17 -

Advanced corporate structure optimization, with number of legal entities of theGroup decreasing from 25 in December 2017 to 12 in December 2018; Acquired
new plant facilities in Hiroshima to replace flooded Hongo factory.
・ Announced new 25 billion yen share repurchase program in November as part of afinancial framework that helps to increase shareholder value. Also completed the55.9 billion tender-offer repurchase of treasury shares (8.28% of the total number ofissued shares) in the first half of the year.
Full-year reported consolidated net sales was 927,307 million yen, an increase of90,238 million yen, or 10.8% compared to the prior-year period. Net sales of thebeverage business was 899,863 million yen, an increase of 92,698 million yen, or
11.5% year-on-year, primarily due to the business integration of CCW and CCEJ
effective April 1, 2017. Net sales of the healthcare & skincare business was 27,444
million yen, a decrease of 2,460 million yen, or 8.2% year-on-year, as growth of
newly-launched products was unable to offset weakness of existing productperformance due to increased competition, etc. Full-year reported consolidated
business income, an indicator of our recurring business performance, was 23,276
million yen, a decrease of 16,901 million yen, or 42.1% year-on-year. Business incomeof the beverage business was 17,939 million yen, a decrease of 17,198 million yen, or
48.9% year-on-year, mainly driven by disruptions to product supply caused by theheavy rain in Western Japan and some supply constraints due to a surge in demand for
newly-launched aseptic products as well as continued negative channel and package
mix impacted during the period. Business income in the healthcare & skincare business
was 5,337 million yen, an increase of 297 million yen or 5.9% year-on-year, as we
continued a strong focus on operating efficiency in sales promotion, etc. Reported
consolidated operating income was 14,682 million yen, a decrease of 22,912 million
yen or 60.9% year-on-year, driven by loss on disposal and write-off of damaged assets
and inventories due to disaster in the beverage business. Reported net income
attributable to owners of parent was 10,117 million yen, a decrease of 11,850 million
yen, or 53.9% versus prior year.
Furthermore, from the current consolidated fiscal year, the segment name of "Softdrink business" has been changed to "Beverage business" in order to more properly
display the business contents.

- 18 -

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

FY2017Gross profit

FY2018(MM yen)412,782

452,151

Selling and general administrative expenses(MM yen)371,007426,195

Other income (recurring)(MM yen)

931

1,635

Other expenses (recurring)(MM yen)

2,541

4,310

(MM yen)12(5)(MM yen)40,177

23,276

Other income (non-recurring)(MM yen)489

481

Other expenses (non-recurring)(MM yen)

3,073

9,075

(MM yen)37,594

14,682

Share of income (loss) of entities accounted forusing equity method
Business Income

Operating profit(2) Status of Capital Investment
Total capital investment undertaken during this consolidated fiscal year amounted to53.1 billion yen, which was mainly undertaken for the following elements, all of whichwere related to the beverage business:a. Acquisition of vending machines, coolers and other sales equipmentb. Acquisition of equipment for improvement of manufacturing efficiency andcorrespondence of new products
The capital expenditure undertaken for each segment during this fiscal year was 52.8
billion yen for the beverage business and 0.4 billion yen for the healthcare & skincare
business.
(3) Financing
There are no material facts to report.

- 19 -

(4) Trend of Assets and Earnings
Item

FY2015FY2016FY2017FY2018

JGAPP

JGAPP

JGAPP

IFRS

IFRS

Net sales(MM yen)440,476

460,455

872,623

837,069

927,307

Business Income(MM yen)---40,177

23,276

Operating profit(MM yen)

14,262

21,14340,57937,594

14,682

Recurring income(MM yen)13,723

20,60239,859--(MM yen)

9,970

5,245

25,244

21,967

10,117

(yen)

91.35

48.05

144.26125.5352.68(MM yen)378,105

377,468

883,918

929,304

877,472(MM yen)

260,878

261,173

627,485

654,611

580,448

2,386.81

2,389.28

3,070.01

3,204.90

3,163.63

Profit attributable toowners of the parent
Basic earnings per share
Total assets
Equity attributable toparent owners

Equity attributable to parent
owners per share(yen)

Notes:
1.

In fiscal year 2018, the Company have prepared consolidated financial statements based on the "International
Financial Reporting Standards (IFRS)" instead of the "Japanese GAAP (JGAAP)" in the past.

2.

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

3.

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

4.

The figures for FY2017 are inclusive of the fluctuations caused by the share exchange with Coca–Cola East
Japan Co., Ltd., which was carried out as of April 1, 2017.

(5) Issues to be addressedWith regard to forecasts, we expect overall Japan non-alcoholic ready-to-drink(NARTD) beverage market volume to be slightly negative driven by a number offactors, including reaction to the temporary increase in demand due to the record-hot
summer weather in 2018, weaker consumer sentiment related to the planned
consumption tax increase in October 2019 and expected industry price increases
stemming from rising material cost and continued distribution and logistics costpressure.

- 20 -

The Company has characterized 2019 as a year of recovery and reestablishment of asolid foundation for growth, following challenges in 2018 related to production
capacity constraints and the impact of natural disasters. In addition to executing
marketing strategies thoroughly with the aim of returning to a growth trajectory in
2020, and making investments to improve production capacity and optimize
distribution networks, we will also adequately address to new challenges driven by the
rapidly changing business environment.
We announced a change of representative directors and a slate of nominees for our
Board of Directors with an eye toward best-in-class standards of governance,
independence and diversity as of February 14. Also, we have announced otherorganizational changes to swiftly respond to the rapidly changing businessenvironment, including reducing the number of executive officers from 33 to 18 andsimplifying management reporting lines as of February 1. Finally, we announced our
first price increase in 27 years as well as a voluntary employee retirement program aspart of our ongoing work to transform our business.
In the beverage business segment, the Company expects flat volume growth in 2019.
We will focus on initiatives to drive profitable revenue growth by expanding productofferings to meet the diversified needs of consumers as well as implementing thecustomer price increase for large PET products from April 2019. We will activatecomprehensive marketing campaigns and market execution plans while leveraging the
Coca-Cola system’s unique partnership assets, including Cola-Cola’s official
sponsorship of the Japan National Rugby Teams and the Tokyo 2020 Olympic andParalympic Games. In addition, we have newly established a new Vending Business
Unit as one virtual organization together with Coca-Cola (Japan) Company. The unit
has central responsibility for all aspects of vending channel performance from strategicplanning to market execution, to restore momentum to the important vending channel.
We continue to grow our manufacturing capacity and optimize our logistics anddistribution network to recover and re-build a solid supply chain foundation for growth,
while also streamlining business processes by completing the implementation of a newcompany-wide ERP system.
In the health food and cosmetic industries, we expect continued market growth, butwith intensified competition as more players seek to participate in this growing market
segment. Our healthcare and skincare business is focused on more effective marketing
and advertising to expand our customer base by appealing to consumers in their 40s
and 50s, and to increase consumer loyalty. Also, we will continue to make efforts in- 21 -

product development and marketing capabilities to ensure a pipeline of relevant
products that meet consumers’ changing needs.
(6) Status of Significant Subsidiaries (as of December 31, 2018)
Names

Paid-in
Capital
Unit: MM yen

Percentage of
Voting Rights

Main Businesses

Unit: %

Coca-Cola Bottlers Japan Inc.

100

100.0

FV Japan Co., Ltd.

100

100.0

Coca-Cola Bottlers Japan Vending Inc.

80

100.0

Coca-Cola Bottlers Japan Sales Support Inc.

80

100.0

Q’sai Co., Ltd.

350

100.0

Manufacture and sales of beverage andfood products
Sales of beverage and food products
Operation of vending machines
Provision of indoor service for businesslocations
Manufacture and sales of health food,and cosmetics and their related products

Notes:
1.

The percentage of voting rights includes the portion of indirect holdings via subsidiaries.

2.

Coca-Cola Bottlers Japan Sales Support Inc. changed its name to Coca-Cola Bottlers Japan Business Services

3.

The status of the Specified Wholly Owned Subsidiary of the Company is as follows as of the last day of thisInc. as of January 1, 2019.
fiscal year:
Name of Specified Wholly Owned Subsidiary
Address of Specified Wholly Owned SubsidiaryBook value of shares of Specified Wholly Owned
Subsidiary of the Company or Wholly Owned
Subsidiary thereof

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

Total assets of the Company

478,594 million yen- 22 -

342,561 million yen

2. Current status of the Company(1) Status of shares (as of December 31, 2018)a. Total Number of Shares of Stocks: 500,000,000
b. Total Number of Issued Shares (excluding 22,793,000 treasury shares): 183,476,000
c. Number of shareholders: 66,260
d. Major shareholders (top 10)
Names of shareholders

Coca-Cola (Japan) Company, Limited

Number of shares held

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

15.2

6,772

3.7

Japan Trustee Services Bank, Ltd. (Trust Account)

6,159

3.4

Toyo Seikan Group Holdings Ltd.

5,607

3.1

Ichimura Foundation for New Technology

5,295

2.9

Satsuma Shuzo Co., Ltd.

4,699

2.6

Senshusha Co., Ltd.

4,088

2.2

Coca-Cola Holdings West Japan Inc.

4,075

2.2

Mitsubishi Heavy Industries Machinery Systems, Ltd.

3,912

2.1

MCA Holdings Co., Ltd.

3,408

1.9

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

Note:
The treasury shares (22,793,000 shares) are excluded from the list above and from the calculation of ratio ofshareholding.

- 23 -

(2) Status of the Company’s Officers
a. Status of Directors (as of December 31, 2018)
Position
Representative
Director

Names
Tamio Yoshimatsu

Representative
Director

Vikas Tiku

Director

Yasunori Koga

Director

Costin Mandrea

Director
Director

Hiroshi Yoshioka
Tadanori Taguchi

Area of responsibility and important concurrent positions
President
Representative Director & President, Coca-Cola Bottlers Japan Inc.
Outside Director, Nishi-Nippon Railroad Co., Ltd.
Vice President and Chief Financial Officer
Representative Director & Vice President, Chief Strategy Officer &Chief Financial Officer, Coca-Cola Bottlers Japan Inc.
Senior Executive Officer, Head of Administration, Coca-Cola Bottlers
Japan Inc.
Senior Executive Officer, Head of Commercial, Head of Region Sales,
Head of Marketing and Head of Commercial Capability, Coca-Cola
Bottlers Japan Inc.

(Audit & Supervisory
Committee Member[full-time])

Director

Zenji Miura(Audit & Supervisory
Committee member)

Director

Irial Finan

Director, Coca-Cola European Partners plc
Director, Smurfit Kappa Group plc

John Murphy

President, Coca-Cola Asia Pacific Group, The Coca-Cola Company(Audit & Supervisory
Committee member)

Director(Audit & Supervisory
Committee member)

Notes:
1.

Hiroshi Yoshioka, Director, as well as Zenji Miura, Irial Finan and John Murphy, Directors (Audit andSupervisory Committee members), are Outside Directors.

2.

The Company has submitted notices to Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange, on which theCompany is listed, that Hiroshi Yoshioka, Director, and Zenji Miura, Director (Audit and Supervisory
Committee member) are “Independent Officers”.

3.

Tadanori Taguchi, Director (Audit and Supervisory Committee member), has considerable knowledge in bothfinance and accounting through his track record in Finance and Management Planning Divisions of theCompany.

4.

In order to strengthen the audit and supervisory functions of the Audit and Supervisory Committee, theCompany appoints full-time Audit and Supervisory Committee member, who will collect information from
Directors (excluding those who is not an Audit and Supervisory Committee members), share information atimportant internal company meetings, and the sufficient coordination between the Internal Audit Division and
the Audit and Supervisory Committee.

5. The Company changed the responsibility of Directors as follows as of January 1, 2019:
Titles at the Company

Names

Responsibility

Director

Yasunori Koga

Senior Executive Officer, Head of Administration and Head of Corporate
Communications, Coca-Cola Bottlers Japan Inc.

- 24 -

6. The Company changed the responsibility of Directors as follows as of February 1, 2019:
Titles at the Company

Names

Responsibility

Representative
Director

Vikas Tiku

Director

Yasunori Koga

Vice President, Chief Strategy Officer & Chief Financial Officer
Representative Director & Vice President, Chief Strategy Officer & Chief
Financial Officer, Coca-Cola Bottlers Japan Inc.
Representative Director & Chairman, Q’SAI CO., LTD.

Director

Costin Mandrea

Executive Officer, Head of Commercial, Head of Region Sales and Head ofCommercial Capability, Coca-Cola Bottlers Japan Inc.

b. Outline of Limited Liability Agreements
In its Articles of Incorporation, the Company has established provisions concerning limited
liability agreements with Directors (excluding those who is not an Executive Director, etc.)
in order to ensure that Directors (excluding those who is not an Executive Director, 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, Tadanori Taguchi, Zenji Miura, Irial Finan and John Murphy, to limit their
liability for damages in the event that he/she fails to perform his/her duties stipulated in
Article 427, Paragraph 1 of the Companies Act. The limit of liability in the Agreement shallbe equal to the minimum liability limit stipulated by laws and ordinances.

- 25 -

c. Total Amount of Remuneration to Directors and Audit & Supervisory Board
Members for this fiscal year

Positions

Number of
persons
remunerated

Directors(of which Outside
Directors)
Directors (Audit &Supervisory
Committee Member)(of which Outside
Directors)
Total(of which Outside
Officers)

5(1)

Types of remuneration
Basic
remuneration
375 million
yen(13 million yen)

Bonuses

85 million yen 27 million yen(–)(–)

4 87 million yen(3) (50 million yen)
9(4)

463 million
yen(63 million yen)

Performance-Lin
ked Stock-Based
Incentive
Compensation

–
(–)

Total
remuneration

Remarks

487 million
yen (Note)1, 2(13 million yen)

– 87 million yen(Note)1(–) (50 million yen)

85 million yen 27 million yen(–)(–)

575 million
yen(63 million yen)

Notes:
1.

According to the resolution that was adopted at the FY2016 Ordinary General Meeting of Shareholders, theupper limit of the remuneration payable to Directors (excluding those who is not an Audit and Supervisory
Committee members) is 750 million yen per year (of which 50 million yen per year is the upper limit for Outside
Directors). According to the resolution that was adopted at the FY2015 Ordinary General Meeting of
Shareholders, the upper limit of the remuneration payable to Directors Serving on the Audit and Supervisory
Committee is 100 million yen per year.

2.

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

d. Outside Officers(a) Concurrent positions as executive officers and outside officers for othercorporations, etc. served by Outside Directors and Outside Officers (as of December
31, 2018)
Position

Name

Outside Director
Outside Director

Hiroshi Yoshioka(Audit & Supervisory
Committee Member)

Outside Director

Zenji Miura
Irial Finan(Audit & Supervisory
Committee Member)

Outside Director(Audit & Supervisory
Committee Member)

Significant Concurrent Positions

John Murphy

Director, Coca-Cola European Partners plc
Director, Smurfit Kappa Group plc
President, Coca-Cola Asia Pacific Group, The Coca-Cola Company

Notes:The relationship with said other entities of which our Outside Officers assume concurrent positions is as follows:(1) There are no noteworthy relationships between the Company and Coca-Cola European Partners plc.
(2) There are no noteworthy relationships between the Company and Smurfit Kappa Group plc.

- 26 -

(3) THE COCA-COLA COMPANY falls under our “Other Affiliated Companies” and has entered into
contracts for manufacturing and sales of Coca-Cola and other products and use of trademarks, etc. as wellas capital and business alliance agreement with the Company.

(b) Major activities during this fiscal year
Positions

Names

Major activities

Outside Director

Hiroshi Yoshioka

Outside Director

Zenji Miura

During this fiscal year, he attended all the Board Meetings that were
held during this fiscal year and made comments as necessary at themeetings based on his broad experience and good judgment mainly inbusiness management.
He attended all the Board Meetings and Audit and Supervisory
Committee Meetings that were held during this fiscal year and madecomments as necessary at the meetings based on his broad experienceand good judgment mainly in business management (financial strategy).
He attended all the Board Meetings and Audit and Supervisory
Committee Meetings that were held during this fiscal year and madecomments as necessary at the meetings based on his broad experienceand good judgment mainly in business management.
He attended eight out of nine times of the Board Meetings and five outof six times of Audit and Supervisory Committee Meetings that were
held during this fiscal year and made comments as necessary at themeetings based on his broad experience and good judgment mainly inbusiness management.

(Audit & Supervisory
Committee Member)

Outside Director

Irial Finan(Audit & Supervisory
Committee Member)

Outside Director(Audit & Supervisory
Committee Member)John Murphy~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~(Note:

Amounts, number of shares and ratios in the business report are rounded off to the nearest unit.)- 27 -

Consolidated Statement of Financial Position
As of December 31, 2018

Millions of yen
AssetsCurrent asset:
Cash and cash equivalents

65,510Trade and other receivables

92,402Inventories

68,781Other financial assets

645

Other current assets

10,740Total current assets

238,078

Non-current asset:
Property, plant and equipment

435,305

Goodwill

88,880Intangible assets

66,539Investments accounted for using the equity method
Other financial assets

298
34,796

Net defined benefit asset

38

Deferred tax assets

6,264

Other non-current assets

7,274

Total non-current assets

639,394

Total assets

877,472

Note: Amounts less than one million yen are rounded.

- 28 -

Consolidated Statement of Financial Position
As of December 31, 2018

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

105,701

Bonds and debts

45,512Other financial liabilities

993

Income taxes payable

3,069

Provisions

18

Other current liabilities

22,230Total current liability

177,524

Non-current liabilities:
Bonds and debts

56,401Other financial liabilities

749

Obligations for retirement pay

33,712

Provisions

2,191

Deferred tax liabilities

23,082Other non-current liability

2,907

Total non-current liability

119,042

Total liabilities

296,566

Equity;Capital stock

15,232

Share premium

450,533

Retained earnings

182,418

Treasury shares(72,651)

Accumulated other comprehensive income

4,915

Equity attributable to owners of the parent (total)

580,448

Non-controlling interests

458

Total equity

580,906

Total liabilities and equity

877,472

Note: Amounts less than one million yen are rounded.

- 29 -

Consolidated Statement of Income

For the fiscal year ended December 31, 2018
Millions of yen
Net sales

927,307

Cost of sales

475,156

Gross profit

452,151

Selling and general administrative expenses

426,195

Other income

2,116

Other expenses

13,385

Share of income (loss) of entities accounted for using equity method(5)

Operating profit

14,682Financial revenue

830

Finance costs

745

Profit for the year before income tax

14,767

Income tax expense

4,605

Net profit for the year

10,162

Net profit for the year attributable to:
Owners of the parent

10,117

Non-controlling interests

45

Note: Amounts less than one million yen are rounded.

- 30 -

Non-consolidated Balance Sheet
As of December 31, 2018

Millions of yen
ASSETS
Current Assets:
Cash and deposits
Prepaid expenses
Deferred tax assets
Short-term loans to subsidiaries and affiliates
Accrued income
Other current assets
Total Current Assets

20,432
66
404
2,102
456
1,600
24,660

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

20,121
1,467
28
52,16873,784

Intangible assets:
Leasehold right
SoftwareTotal intangible assets

27
4
31

Investments and other assets:
Investment securities
Long-term loans to subsidiaries and affiliates
Long-term prepaid expenses
Other assets
Total investments and other assets
Total Fixed Assets

379,080485
6547
380,119453,934

Total Assets

478,594

Note: Amounts less than one million yen are rounded.

- 31 -

Non-consolidated Balance Sheet
As of December 31, 2018

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

24,00020,000256
1254,3373685
2198,747Long-term Liabilities:
Bonds payable
Deferred tax liabilities
Assets retirement obligation
Provision for performance-linked compensation
Other long-term liabilities
Total Long-term Liabilities

46,000
110
1,013
24
194
47,340Total Liabilities

146,086

NET ASSETS
Shareholders’ equity:
Common stock
Additional paid-in capital:
Capital reserve
Other additional paid-in capital
Total additional paid-in capital
Retained earnings:
Legal reserve
Other retained earnings:
Reserve for advanced depreciation
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Treasury stock (at cost)
Total shareholders’ equity

766
110,388
8,503
119,657
122,974(72,651)
332,507

Total Net Assets

332,507

Total Liabilities and Net Assets

478,594

15,232
108,167
158,785
266,952
3,317

Note: Amounts less than one million yen are rounded.

- 32 -

Non-consolidated Statement of Income

For the fiscal year ended December 31, 2018
Millions of yen
Net revenues
Operating expenses
Operating income

10,3754,640
5,734

Non-operating income:Interest and dividend received
Other non-operating income
Total non-operating income

4
164
168

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

509
170
678
5,224

Extraordinary losses:
Loss on disaster
Impairment loss
Total extraordinary losses
Profit before income taxes
Income taxes
Income taxes deferred
Profit

1,066
4
1,070
4,153
(59)
(183)
4,395

Note: Amounts less than one million yen are rounded.

- 33 -

Independent Auditor’s ReportFebruary 21, 2019
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhiko Yamazaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, comprising the consolidated balance
sheet, the consolidated statement of income, the consolidated statement of changes in net assets
and the related notes of Coca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2018 andfor the year from January 1, 2018 to December 31, 2018 in accordance with Article 444-4 of theCompanies Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted in Japan, andfor 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.

- 34 -

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

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Independent Auditor’s ReportFebruary 21, 2019
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Kazuhiko Yamazaki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income,the statement of changes in net assets and the related notes, and the supplementary schedules ofCoca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2018 and for the year from January
1, 2018 to December 31, 2018 in accordance with Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements
and the supplementary schedules in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable thepreparation of financial statements and the supplementary schedules that are free from material
misstatement, whether due to fraud or error.

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

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Audit Report
We, as the Audit & Supervisory Committee (‟A&S Committee”) conducted audits relating to the
execution of duties by directors during FY2018 business year from January 1, 2018 to December 31,
2018, and hereby report the method of audits and results as follows.

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

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

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February 22, 2019
Audit & Supervisory Committee, Coca-Cola Bottlers Japan Holdings Inc.
Full-time Audit & Supervisory Committee Member

Tadanori Taguchi

Audit & Supervisory Committee Member

Zenji Miura

Audit & Supervisory Committee Member

Irial Finan

Audit & Supervisory Committee Member

John Murphy(Note) Audit & Supervisory Committee Member Zenji Miura, Audit & Supervisory
Committee Member Irial Finan, and Audit & Supervisory Committee Member John
Murphy are External Auditors provided for in Article 2-15 and Article 331-6 of theCompanies Act.

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