This document is a summary translation of the Japanese language original version. In the event of any discrepancy,
errors and/or omissions, the Japanese language version shall prevail.
[Securities Code: 2580]
March 8, 2016
To Shareholders with Voting Rights
6-1-20, Akasaka, Minato-ku, Tokyo
Coca-Cola East Japan Co., Ltd.
Representative Director and President

Calin Dragan

NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
You are cordially invited to attend the Ordinary General Meeting of Shareholders for the fiscal year ended December
31, 2015 of Coca-Cola East Japan Co., Ltd. (the "Company"), which is to be held as follows.
If you are unable to attend, you may exercise your voting rights in writing. Please review the attached Reference
Documents for the General Meeting of Shareholders, exercise your voting rights through the enclosed Voting Right
Exercise Form by indicating your approval or disapproval, and send it back to us by no later than 5:45 p.m., Monday,
March 28, 2016.
We sincerely express our appreciation and look forward to your ongoing support.
1.
2.

Date
Venue

3.

AgendaItems to be Reported

Proposals to be ResolvedFirst Item
Second Item
Third Item
Fourth Item
Fifth Item

Tuesday, March 29, 2016 at 10:00 a.m. (Reception will begin at 9:00 a.m.)
3-3-1 Shibakoen Minato-ku, Tokyo
Ho-Oh-No-Ma (main banquet hall), Tokyo Prince Hotel(Please find the map at the end of this notice.)
1. The Business Report and the Consolidated Financial Statements for the fiscal year
ended December 31, 2015 (from January 1, 2015 to December 31, 2015), and the
Audit Results Reports for the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the fiscal year ended December
31, 2015 (from January 1, 2015 to December 31, 2015)
Appropriation of Surplus
Reduction of Capital Reserve
Partial Amendment to the Articles of Incorporation
Election of Ten (10) Directors
Revision of Amounts and Content of Compensation etc. for Directors～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～～
Notes:◎ If you are attending the meeting, please submit the enclosed Voting Right Exercise Form at the reception. You arealso kindly asked to bring this notice to the meeting.
◎ Complementary gifts will be distributed to shareholders attending the meeting. One gift will be distributed to eachshareholder attending the meeting regardless of the number of Voting Right Exercise Forms he/she submits.
◎ Information to be presented in Notes to the Consolidated Financial Statements and Non-Consolidated Financial
Statements sections is not included in the accompanying documents as such information is provided at the Company's
website (http://www.ccej.co.jp/) pursuant to laws and regulations as well as Article 16 of the Company's Articles ofIncorporation. Consolidated and Non-Consolidated Financial Statements provided with this notice are extracts of such
Financial Statements that are audited by the Accounting Auditor and the Audit & Supervisory Board at the preparationof the Company’s Accounting Auditors’ Reports and Audit Reports.
◎ If any changes are made to Reference Documents for the General Meeting of Shareholders, the Business Report,
or Consolidated and Non-Consolidated Financial Statements, such changes will be notified at the Company's website(http://www.ccej.co.jp/) and amended documents will be available for download.
◎ Please note that no social gathering is scheduled to be held following the General Meeting of Shareholders.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
First Item: Appropriation of Surplus
The Company proposes a year-end dividend for the fiscal year ended December 31, 2015 (FY2015) of 16 yen per
share based on the policy of maintaining sound and stable dividend payment in order to ensure sustainable
development and profit growth for the future and comprehensively taking into account various factors including
business performance. As a result, the annual dividend will amount to 32 yen per share including an interim dividendof 16 yen per share.
Year-end dividend(1) Matters related to the allocation of distributable profit to shareholders and the total amount thereof
16 yen per share of the Company's common stock
Total amount: 2,029,191,840 yen(2) Effective date of dividend
March 30, 2016
Second Item: Reduction of Capital Reserve
1. Purpose of reduction of capital reserve
In order to ensure flexibility and mobility of the Company’s capital policy from now on, Capital Reserve will be
reduced and transferred to other Capital Surplus pursuant to the provisions of Article 448, Paragraph 1 of theCompanies Act.
2. Details of reduction of Capital Reserve(1) Amount of reduction of Capital Reserve
Out of current Capital Reserve amounting to 195,853,409,844 yen, the Company proposes a reduction of
57,600,000,000 yen and transfer of that amount to other Capital Surplus.
(2) Effective date of reduction of legal capital surplus
May 2, 2016
Third Item: Partial Amendment to the Articles of Incorporation
1. Reasons for this proposal
The eligible officers who can conclude a limited liability agreement has been changed in accordance with the Act
for Partial Amendment to the Companies Act (Act No. 90 of 2014) that came into force on May 1, 2015.
In line with this change, the Company proposes partial amendment to the Articles of Incorporation, namely, Article
27 (Directors Exemption from Liability), Paragraph 2 and Article 35 (Corporate Auditors Exemption from Liability),
Paragraph 2, to enable non-executive Directors and Corporate Auditors who are not External Corporate Auditors
to conclude a limited liability agreement so that they can fulfill their expected roles. Each Corporate Auditor has
given consent to the amendment to Article 27, Paragraph 2.
2. Details of amendment
The details of the amendment are as follows:(Underlined portions are amended.)
Current Articles of Incorporation
Proposed Amendment
Article 27 (Directors Exemption from Liability)
Article 27 (Directors Exemption from Liability)
1. (The same as the current provisions)
1. (Omitted)
2. The Company and External Directors may enter into
2. The Company and Directors (excluding those who arean agreement which limits their liability for damages
executive Directors etc.) may enter into an agreement
resulting from neglect of duty in accordance with thewhich limits their liability for damages resulting fromprovisions of Article 427, Paragraph 1 of the Companies
neglect of duty in accordance with the provisions ofAct; provided, however, that the limit of liability for
Article 427, Paragraph 1 of the Companies Act;damages pursuant to such agreement shall be theprovided, however, that the limit of liability for damages
amount provided for in laws and regulations.
pursuant to such agreement shall be the amountprovided for in laws and regulations.
Article 28-Article 34 (Omitted)

Article 28-Article 34 (The same as the current provisions)

Article 35 (Corporate Auditors Exemption from Liability)
1. (Omitted)
2. The Company and External Corporate Auditors may
enter into an agreement which limits their liability fordamages resulting from neglect of duty in accordancewith the provisions of Article 427, Paragraph 1 of theCompanies Act; provided, however, that the limit ofliability for damages pursuant to such agreement shallbe the amount provided for in laws and regulations.

Article 35 (Corporate Auditors Exemption from Liability)
1. (The same as the current provisions)2. The Company and Corporate Auditors may enter into
an agreement which limits their liability for damages
resulting from neglect of duty in accordance with theprovisions of Article 427, Paragraph 1 of the Companies
Act; provided, however, that the limit of liability fordamages pursuant to such agreement shall be theamount provided for in laws and regulations.

-2-Fourth Item: Election of Ten (10) Directors
The term of office for all ten (10) Directors shall expire at the conclusion of the FY2015 Ordinary General Meeting of
Shareholders.
Accordingly, the Company hereby proposes to elect ten (10) Directors as follows.
The candidates for Directors are as follows.
No.

Name

Past experience, positions, area of responsibilities and important concurrent positions(Date of birth)

Number ofshares in the
Company
heldJun. 1993:
Jan. 2000:
Jan. 2005:
Jul. 2011:
Mar. 2012:

1

2

Joined Coca-Cola Leventis
Joined Coca-Cola Hellenic Bottling Co., S.A. (“Hellenic”)
GM & Administrator, Romania & Moldova Republic, Hellenic
Executive Corporate Officer, Coca-Cola West Co., Ltd. (“CCW”)
Representative Director, EVP, Director of Value Chain & GM of Business Model Innovation HQs,
CCW
Calin Dragan(October 24, 1966) Jul. 2013: Representative Director & President, the Company (current position)―
Jan. 2015: Representative Director & President, Coca-Cola East Japan Products Co., Ltd. (current
Reappointment
position)
Apr. 2015: Representative Director & President, FV East Japan Co., Ltd. (current position)(Important concurrent positions)Representative Director & President, Coca-Cola East Japan Products Co., Ltd.
Representative Director & President, FV East Japan Co., Ltd.
Reasons for selection of the Director candidate
Calin Dragan has been engaged in the Coca-Cola bottlers business since 1993. By utilizing his experience and knowledge, he started his performing
management at Coca-Cola bottlers in Japan since 2011. Since the establishment of the Company in July 2013, he has been serving as theRepresentative Director and accelerating business reforms. The Company selected him as a Director candidate again in the expectation that he willcontribute to strengthening of the Board of Directors’ decision-making function and supervisory function by utilizing his experience and knowledge asa member of the Company’s Board of Directors.
Apr. 1978: Joined Mitsubishi Corporation (“MC”)
Apr. 1998: EVP & GM of Machinery Dept., Mitsubishi France S.A.S
Dec. 2001: Assistant GM of Traffic Systems Unit, MC (Head office)Apr. 2009: Mgr. of International Economic Cooperation Unit, MC
Naruhiko Kawamoto Sep. 2012: Corporate Officer, Deputy Grp. COO of Corporate Administration Grp., Coca-Cola Central(October 4, 1954)―
Japan.
Reappointment
Jul. 2013: Director & Executive Officer & Senior Mgr. of Corporate Administration, Finance Function, theCompany
Jan. 2016 Director & Executive Officer & Senior Mgr. of Corporate Administration, Legal Function, theCompany (current position)
Reasons for selection of the Director candidate
Utilizing his abundant experience and knowledge gained at Mitsubishi Corporation, Naruhiko Kawamoto has been responsible for the Company’s
corporate administration function. The Company selected him as a Director candidate again in the expectation that he will contribute to strengtheningof the Company’s corporate governance and the Board of Directors’ decision-making function and supervisory function by utilizing his experience andinsight as a member of the Company’s Board of Directors.

3

Apr. 1985: Joined Nippon Kogaku Kogyo K.K. (currently Nikon Corporation)
Aug. 1997: Legal Counsel, Coca-Cola (Japan) Co., Ltd.
Aug. 2003: Legal Director, Amazon Japan K.K.
Haruko Ozeki
Jan. 2008: Executive Officer & Senior Legal Director at Bristol-Myers K.K.
(March 5, 1963)―
Dec. 2011: Executive Operation Officer & General Counsel at Siemens Japan K.K.
Reappointment
Sep. 2013: Senior Executive Officer & Chief Legal Officer, the Company
Mar. 2015: Director & Senior Executive Officer & Chief Legal Officer, the Company (current position)
Reasons for selection of the Director candidate
Utilizing her abundant experience and knowledge gained concerning other companies’ legal affairs functions, Haruko Ozeki has been responsible for
the Company’s legal affairs function. The Company selected her as a Director candidate again in the expectation that she will contribute tostrengthening of the Board of Directors’ decision-making function and supervisory function by utilizing her experience and insight as a member of theCompany’s Board of Directors.

-3-

No.

Name
(Date of birth)

Irial Finan(June 14, 1957)
Reappointment
4

Past experience, positions, area of responsibilities and important concurrent positions
1984:
Finance Director, Coca-Cola Bottlers Ireland Ltd
1991:
Managing Director, Coca-Cola Bottlers Ulster Ltd
1995:
Managing Director, Molino Beverages & Joint Managing Director, Hellenic Bottling Company
Mar. 2001: CEO, Coca-Cola HBC SA
Aug. 2004: EVP, The Coca-Cola Company (President, Bottling Investments) (current position)
Mar. 2012: Director, Coca-Cola Central Japan.
Jul. 2013: Director, the Company (current position)(Important concurrent positions)
EVP, The Coca-Cola Company (President, Bottling Investments)

Number ofshares in the
Company
held―

Reasons for selection of the Director candidate
Irial Finan has been engaged in Coca-Cola business for many years serving as Management of The Coca-Cola Company and as President of
Bottling Investments Groups that controls Coca-Cola bottlers worldwide. He has been providing appropriate advice and supervision concerning
management of the Company from a practical perspective based on his abundant experience and insight as a manager. Thus, the Company
selected him as a Director candidate again.
His term of office as an External Director will reach 4 years, including his term of office at Coca-Cola Central Japan Co., Ltd., at the conclusion of the
FY2015 Ordinary General Meeting of Shareholders.

Daniel Sayre(July 13, 1956)
Reappointment
5

1983:
Joined The Coca-Cola Company (“TCCC”)
1991:
Coca-Cola Trademark Marketing Director, Coca-Cola USA, TCCC
1994:
VP & Division Marketing Manager, River Plate Div., TCCC
2003:
Division President, Latin Center Div., TCCC
Aug. 2006: Representative Director & President, Coca-Cola (Japan) Co., Ltd.
Jan. 2013: President, Northwest Europe & Nordics Div., TCCC
Jul. 2013: Director, the Company (current position)
Jan. 2015: President, Western Europe Business Unit, TCCC (current position)(Important concurrent positions)
President, Western Europe Business Unit, TCCC―

Reasons for selection of the Director candidate
Daniel Sayre has been engaged in management of The Coca-Cola Company and also has a experience in serving as the Representative
Director & President, Coca-Cola (Japan) Co., Ltd. Utilizing his experience and insight, he has been providing practical advice concerning
management of the Company. Thus, the Company selected him as a Director candidate again.
His term of office as an External Director will reach 2 years and 9 months at the conclusion of the FY2015 Ordinary General Meeting of Shareholders.

6

Apr. 1979: Joined Coca-Cola (Japan) Co., Ltd.
May 1986: Joined Hokuriku Coca-Cola Bottling Co., Ltd. (“Hokuriku”)
Mar. 1993: Managing Director, Hokuriku
Haruhiko Inagaki Dec. 2000: Representative Director & President, Hokuriku (current position)(April 13, 1954)―
Mar. 2012: Director, Coca-Cola Central Japan.
Reappointment
Jul. 2013: Director, the Company (current position)(Important concurrent positions)Representative Director & President, Hokuriku Coca-Cola Bottling Co., Ltd.
Reasons for selection of the Director candidate
Haruhiko Inagaki has been engaged in management for many years, serving as the Representative Director & President of Hokuriku Coca-Cola
Bottling Co., Ltd. Utilizing his experience and insight, he has been providing effective advice concerning management of the Company. Thus, theCompany selected him as a Director candidate again.
His term of office as an External Director will reach 4 years, including his term of office at Coca-Cola Central Japan Co., Ltd., at the conclusion of the
FY2015 Ordinary General Meeting of Shareholders.

7

Apr. 1969: Joined Tokyo Coca-Cola Bottling Co., Ltd. (“Tokyo”)
Jan. 1983: Manager of Management Planning Office, Tokyo
Feb. 1983: Director, Manager of Management Planning Office, Tokyo
Feb. 1985: Managing Director, Tokyo
Keiji Takanashi
87,175
Jul. 1990: Representative Executive Director, Tokyo(March 2, 1946)
sharesDec. 1991: Representative Director & President, Tokyo
Reappointment
Nov. 2007: Representative Director & Chairman & CEO, Tokyo
Jul. 2013: Executive Adviser, Tokyo
Jul. 2013: Director, the Company (current position)
Reasons for selection of the Director candidate
Keiji Takanashi has been engaged in management for many years, serving as the Representative Director & President of Tokyo Coca-Cola BottlingCo., Ltd. Utilizing his experience and insight, he has been providing advice and supervision concerning management of the Company from a practicalperspective. Thus, the Company selected him as a Director candidate again.

8

Apr. 1975: Joined Japan Radio Co., Ltd.
Jan. 1979: Joined Sony Corporation (“Sony”)
Oct. 2001: Representative Director & President of Sony Ericsson Mobile Communications Ltd. (current
Sony Mobile Communications Inc.)
Hiroshi Yoshioka(October 26, 1952) Apr. 2003: CVP, Sony Ericsson Mobile Communications AB―
Nov. 2005: Corporate Officer & SVP, Sony
Reappointment
Apr. 2008: Corporate Officer & EVP, Sony
Apr. 2009: Executive Officer & VP, Sony (resigned as of December, 2012)
Jul. 2013: Director, the Company (current position)
Reasons for selection of the Director candidate
Utilizing his experience and insight gained at Sony Corporation, Hiroshi Yoshioka has been providing advice and supervision concerning
management of the Company from a practical and objective perspective. Thus, the Company selected him as a Director candidate again.
His term of office as an External Director will reach 2 years and 9 months at the conclusion of the FY2015 Ordinary General Meeting of Shareholders.

-4-

No.

Name
(Date of birth)

Jawahar Solai
Kuppuswamy(May 1, 1964)
New appointment
9

Past experience, positions, area of responsibilities and important concurrent positions
Oct. 1997: Joined Coca-Cola India and Hindustan Coca-Cola Beverage Pvt. Limited (“HCCBPL”).
Region Manager, HCCBPL
Jan. 2000: Finance Region Manager & Finance General Manager, HCCBPL
Oct. 2005: The Coca-Cola Company (Atlanta Head office)Jun. 2006: Director (Financial Planning & Analysis), HCCBPL
Jul. 2008: Vice President (Procurement), HCCBPL
Jul. 2013: CFO & Executive Director, HCCBPL (current position)

Number ofshares in the
Company
held―

Reasons for selection of the Director candidate
Jawahar Solai Kuppuswamy has been engaged in the finance function at a Coca-Cola bottler overseas for many years. Utilizing his insight concerning
finance and accounting, he has been serving as Chief Financial Officer since 2006. The Company selected him as a Director candidate as he will beable to utilize his experience and insight in management of the Company from a practical perspective.

10

Costel Mandrea(July 21, 1974)
New appointment

Oct. 1998: Trade Manager, in charge of Romania and Moldova, Coca-Cola Morino (Timișoara)
May 2000: Marketing Manager, in charge of the East Zone, Coca-Cola HBC Romania (Bucharest)
May 2005: Operational Manager, Coca-Cola HBC Romania
Sep. 2006: Director responsible for Commercial Operations, Central Office (Athene), Coca-Cola Hellenic
Jan. 2010: Key Account Director, Coca-Cola HBC Eurasia (Moscow)
Jan. 2013: Director responsible for RTM, Head office, Coca-Cola Hellenic Bottling Company
Jan. 2015: Senior Executive Officer & Senior Mgr. of Marketing & Commercial LeadershipJul. 2015: Vice President & Executive Officer & Chief Commercial Officer, the Company (current position)―

Reasons for selection of the Director candidate
Costel Mandrea has been responsible for marketing at several Coca-Cola bottlers overseas. The Company selected him as a Director candidate as
he will be able to provide advice and take action for further development of the Company, utilizing his experience and insight.
(Notes)1. Irial Finan, a Director candidate, is the Executive Vice President of The Coca-Cola Company with which the Company has entered into an agreement for
manufacturing and sales of Coca-Cola and other products and use of trademarks as well as the Capital and Business Alliance Agreement.
2. Daniel Sayre, a Director candidate, is the President, Western Europe Business Unit of The Coca-Cola Company with which the Company has entered into
an agreement for manufacturing and sales of Coca-Cola and other products and use of trademarks and the Capital and Business Alliance Agreement.
3. Haruhiko Inagaki, a Director candidate, is the Representative Director and President of Hokuriku Coca-Cola Bottling, Co., Ltd. with which the Company
has a business relationship such as purchase of products.
4. The Company has no special interest with other Director candidates.
5. Irial Finan, Daniel Sayre, Haruhiko Inagaki and Hiroshi Yoshioka are External Director candidates.
6. The Company has registered Haruhiko Inagaki and Hiroshi Yoshioka, External Director candidates, as independent officers at the Tokyo Stock Exchange
and will continue such designation upon approval of the reappointment.
7. Irial Finan, a Director candidate, is the Executive Vice President of The Coca-Cola Company, which is a special related party of the Company.
8. Daniel Sayre, a Director candidate, is the President, Western Europe Business Unit of The Coca-Cola Company, which is a special related party of theCompany.
9. The Company has entered into limited liability agreements with External Directors Irial Finan, Daniel Sayre, Haruhiko Inagaki and Hiroshi Yoshioka, forlimiting liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act and the limit of liability under the said agreements shall be
the minimum liability amount prescribed by law. Upon approval of this proposal, the Company intends to maintain the said agreement with each of theExternal Directors mentioned above.
The Company intends to enter into a limited liability agreement with Keiji Takanashi, provided that the Third Item “Partial Amendment to the Articles ofIncorporation” is approved.

-5-

(Reference) Criteria for Election of External Directors
The Board of Directors has established the “Criteria for Election of External Directors as described below in order to clarify
and strengthen the function of External Directors.
1. Several External Directors shall be elected from among individuals with practical perspectives based on abundant
experience as corporate managers and individuals with objective and expert perspectives based on deep insightconcerning social and economic trends. Through their diverse perspectives, External Directors help the Board of
Directors realize appropriate decision-making and management supervision.
2. In order to fulfill the purpose of electing External Directors, care shall be exercised to ensure their independency(Note)and effectiveness of the Board of Directors shall be enhanced.
3. When electing corporate managers as External Directors, such corporate managers shall be individuals who are
deemed not to have any conflict of interest with general shareholders.
(Note) Policy for Independency concerning the Criteria for Election of External Officers
In addition to the requirements for independency specified by Tokyo Stock Exchange, the Company checks whether anyof the items (1) to (5) below apply to the person concerned, in order to determine the person’s independency.
(1) A major shareholder of the Company (exceeding 10%) or a member of business personnel of such shareholder(2) Member of business personnel of a principal creditor of the Company (2% or more of total assets on a consolidated
basis)(3) Member of business personnel of a principal customer/supplier of the Company (2% or more of net sales on aconsolidated basis)(4) A provider of a professional service to the Company, receiving cash or other financial benefits from the Company,
other than Directors' or Corporate Auditors' remuneration, where the amount exceeds 10 million yen per fiscal year
(5) A representative or partner of the Company’s Accounting Auditor.

-6-

Fifth Item: Revision of Amounts and Content of Compensation etc. for Directors
At the Ordinary General Meeting of Shareholders for FY2013 held on March 28, 2014, the Company obtained approval
for the annual amount of compensation etc. for the Company’s Directors to be within 650 million yen (among which within
50 million yen to be for External Directors). Accordingly, the Company has been paying base salary, annual bonuses,
deeply discounted stock options (one-yen stock options) and reserved retirement benefit to internal executive Directors(“Internal Executive Directors”), and only base salary to External Directors and internal Directors who are not executive
Directors (collectively, “Non-Executive Directors”) within the approved amount of compensation.
For base salary, a fixed amount is paid every month as monthly compensation.
An annual bonus is paid as an incentive for achieving the performance targets for each fiscal year in an amountdetermined based on the rate of achievement of targets of performance indicators, fluctuating within the range from 0 to
150% against the target amount to be paid when the rate of achievement of performance target is 100%.
Deeply discounted stock options (one-yen stock options) are granted as an incentive to create medium- to long-term
corporate value. To align the interests between the shareholders and the Directors continuously, the stock options are
granted every year, provided however that the granted options are not exercisable for three years from the granting.
Regarding reserved retirement benefit, a fixed amount is reserved for Directors as the compensation for their annual
execution of duties during their tenure of directorship and the total amount reserved is paid to them at the time of theirretirement from the position of Director.
The level of compensation comprised of the aforementioned components is set at a level considered to be sufficient as
an incentive to attract people of high caliber from Japan and abroad, retain them and motivate them to achieve theperformance targets. The adequacy of the compensation level is verified by the Governance Committee composed of
non-executive Directors, based on a third-party survey of executive compensation.
For the purpose of enhancing the linkage of compensation for Internal Executive Directors with performance and further
promoting the alignment of interests between the shareholders and the Directors, the Company would like to increase theproportions of annual bonus and of deeply discounted stock options (one-yen stock options) in the entire compensation
package. The ratio of each component against base salary (in the case that an annual bonus and deeply discounted stock
options (one-yen stock options) are the target amounts to be paid when the rate of achievement of performance targets
is 100%) is as follows:

Before the change
After the change

Base salary:

Annual bonus

:

1
1

:
:

0.3-0.5
0.25-0.75::

Deeply discounted
stock options (oneyen stock options)0.3-0.5
0.4-1:

Reserved
retirement benefit::

0.08-0.1
0.08-0.1

In addition, to endow deeply discounted stock options (one-yen stock options) with an additional function to serve as anincentive to promote qualitative growth of the Company’s business driven by improvement of medium-term profitability,
the Company would like to shift to a scheme where the number of exercisable options varies based on the rate ofachievement of targets of performance indicators in a three-year period, fluctuating within the range from 0 to 150% against
the target number of exercisable options when the rate of achievement of performance targets is 100%. To realize thisscheme, we intend to allot to each Internal Executive Director deeply discounted stock options (one-yen stock options) for
which the number of exercisable options is 1.5 times the target number of exercisable options at a time of grant.
The details of the deeply discounted stock options (one-yen stock options) of the Company containing the scheme set
forth above is as provided below and the purpose of the deeply discounted stock options is to develop the incentives formore profitable business performance and then to further enhance the corporate value and the decision was madecomprehensively taking into account various factors including the degree of contribution by the Internal Executive Directors
and we regard the contents as reasonable.
Furthermore, to ensure that the interests between the shareholders and the Directors and executive officers who
assume the position of Senior Executive Officer or higher are aligned, the Company has established a Stock Ownership
Guideline, in which the Company recommends that Directors and executive officers who assume the position of Senior
Executive Officer or higher hold at least a certain number of the Company’s shares. For Non-Executive Directors, it is notnecessarily appropriate to allot them deeply discounted stock options (one-yen stock options) considering their job
responsibilities, and there are practical constraints for Non-Executive Directors not residing in Japan to acquire andcontinue holding the Company’s shares. Therefore, while formerly we have been paying only base salary which is a fixedamount of monetary compensation to Non-Executive Directors, from now on we would like to grant them the Restricted
Stock Units (Cash Settled) (the “RSU (Cash Settled)”) in a content as described below, in addition to base salary to alignthe interests between the shareholders and Non-Executive Directors. The RSU (Cash Settled) is a plan where theCompany grants Directors phantom stock units (at the value equivalent to one share of the Company per unit) and theunits granted to a Non-Executive Director during his/her tenure of directorship will be converted to cash at the time of
his/her retirement from the position of Non-Executive Director and the compensation will be paid in cash.
In order to shift to the aforementioned compensation system, the Company would like to modify the annual amount of-7-

compensation etc. for Directors to be within 750 million yen (among which within 70 million yen to be for External Directors),
which will cover base salary, annual bonuses, deeply discounted stock options (one-yen stock options) and reserved
retirement benefit for Internal Executive Directors and base salary and the RSU (Cash Settled) for Non-Executive Directors,
taking into account various factors including the amendment to our compensation plan as set forth herein, the payout
results and the number of Directors. The amount of compensation etc. for Directors shall not include salaries as employees
for Directors concurrently serving as employees, same as before.
At present, the Company has 10 Directors (of whom four are External Directors). If the proposal made in Fourth Item isapproved, the number of Directors will be 10 (of whom four will be External Directors).
The Company would like to ask for your approval of delegating the decision on the timing of payment, allocation of theamount within the Directors and other matters relating to the payment of compensation to the Directors to the resolutionof the Board of Directors.
The Company would like to propose the following details concerning share acquisition rights to be granted to theCompany’s Internal Executive Directors as deeply discounted stock options (one-yen stock options), and concerning the
RSU (Cash Settled) to be granted to the Company’s Non-Executive Directors.

[Details of share acquisition rights to be granted to the Company’s executive Directors as deeply discounted stock options(one-yen stock options)]
1) Class and number of shares to be issued upon share acquisition rights
The class of shares to be issued upon share acquisition rights shall be the Company’s common stock, and the numberof shares to be issued upon share acquisition rights (hereinafter the “Number of Granted Shares”) shall be 100 shares.
However, the Number of Granted Shares may be adjusted according to the formula below if the Company engages in ashare split (including gratis allotment of shares of the Company’s common stock; hereinafter, the same shall apply to thestatement on share split) or share consolidation on or after the date on which this agenda item is resolved (hereinafter
the “Date of Resolution”), and fractions of less than one share resulting from such adjustment shall be rounded off.
Number of shares
granted after
adjustment=

Number of shares
granted before
adjustment

×

Ratio of shares split orshare consolidation

In addition to the matters described above, the Company may adjust the Number of Granted Shares appropriately withina reasonable range on or after the Date of Resolution when the Company engages in a merger, company split, or otheractions that necessitate such adjustment.
2) Total number of share acquisition rights
The total number of share acquisition rights to be allotted to Directors of the Company (excluding Non-Executive
Directors) within one year from the date of the Ordinary General Meeting of Shareholders for each fiscal year shall not
exceed 2,100 rights.
3) Paid-in amount for share acquisition rights
The paid-in amount for each share acquisition rights shall be prescribed by the Company’s Board of Directors, based on
the fair value of such share acquisition rights, calculated at the time of allotment of such rights, using a fair calculation
method, such as the Black-Scholes model.
4) Value of assets to be contributed upon exercise of share acquisition rights
The value of assets to be contributed upon exercise of each share acquisition rights shall be the amount obtained bymultiplying the Number of Granted Shares by 1 yen which is the exercise value per share to be issued upon exercise ofeach share acquisition rights.
5) Exercise period of share acquisition rights
The exercise period of share acquisition rights shall be determined at the Company’s Board of Directors within the rangeof 20 years from the date of allotment of the share acquisition rights.
6) Restriction on acquisition of share acquisition rights through transfer
Acquisition of share acquisition rights through transfer shall require approval by resolution by the Company’s Board of
Directors.
7) Conditions for exercise of share acquisition rights
In principle, the holder of share acquisition rights may exercise the rights from the day three years have elapsed, counting
from the day following the date of allotment of the rights. The number of allotted share acquisition rights that may be
exercised varies based on the rate of achievement of the predefined performance targets. Specifically, the number ofshare acquisition rights that can be exercised varies based on the rate of achievement of targets of performanceindicators in a three-year period, fluctuating within the range from 0 to 150% against the target number of exercisable
rights when the rate of achievement of performance targets is 100%. Other conditions for the exercise of the shareacquisition rights shall be determined at the Company’s Board of Directors to be held for determining terms forsubscription of share acquisition rights.
-8-

(Reference)
In addition, as to the share acquisition rights as deeply discounted stock options (one-yen stock options), the Company
plans that the payment of the amount to be paid in for the allotment will be made by offsetting the amount determinedbased on the fair price with the Internal Executive Directors’ compensation receivable based on the compensation relating
to the share acquisition rights as stock options in this Item.
After the closing of this General Meeting of Shareholders, the Company intends to issue and grant its executive officers
who assume the position of Senior Executive Officer or higher the share acquisitions rights in the same terms as set forth
above. The total number of share acquisition rights to be allotted within one year from the date of the Ordinary General
Meeting of Shareholders for each fiscal year shall not exceed 1,900 rights, and the total number of shares of theCompany’s common stock to be issued upon exercise of the share acquisition rights shall not exceed 190,000 shares.
The maximum total number of shares of the Company’s common stock to be issued to Directors and the executive officers
who assume the position of Senior Executive Officer or higher in a year shall be 400,000 shares, accounting for 0.31% of
the total number of shares issued by the Company.

[Details of the RSU (Cash Settled) to be granted to the Company’s Non-Executive Directors]
Determination of number of units to be granted
The Company shall grant the number within the number derived by dividing 30% of the amount to be determined by the
Board of Directors with respect to each Non-Executive Director which serves as the basis for determining the basesalary and the number of the RSU (Cash Settled) (the “Remuneration Base Amount”) by the average of the market
closing price of one share of the Company’s common stock traded in the market for all trading days of the month
immediately preceding the month in which the RSU (Cash Settled) are granted (fractions below 1 yen will be rounded
off, the “Average Stock Price at the Time of Grant”). In addition, the base salary of each Non-Executive Director isdetermined by deducting the amount, which is calculated by multiplying the number of granted units and the Average
Stock Price at the Time of Grant, from the Remuneration Base Amount.
Content of the RSU (Cash Settled)
The right to receive in cash the amount calculated by multiplying the number of granted units and the average of themarket closing price of one share of the Company’s common stock traded in the market for all trading days of the month
immediately preceding the month in which the Non-Executive Director retires from the position of Non-Executive Director(fractions below 1 yen will be rounded off).
(In the event that the Company engages in a merger or a company split or other actions that necessitate adjustment of
the number of granted units, the number of granted units may be adjusted within a reasonable range.)(Reference)
Since granting of the RSU (Cash Settled) is a plan to pay compensation in cash instead of shares, there will be no
granting of shares of the Company’s common stock, and therefore will not lead to dilution due to the increase of the total
number of shares issued.

-9-

(Reference Documents)

Business Report(From January 1, 2015 to December 31, 2015)
1. Current Status of the Coca-Cola East Japan Group(1) Business Progress and Results
CCEJ was formed after the integration of the four Kanto and Tokai region Coca-Cola bottling companies on July
1, 2013, and the subsequent acquisition of Sendai Coca-Cola Bottling Company (“Sendai”) on April 1, 2015. As
part of the company’s mid-term strategic plan, the One+ Roadmap for Growth, we have promoted thetransformation of our business, with a strong focus on people, processes and system capabilities.
Major initiatives during FY 2015 were as follows.
• Completed the acquisition of Sendai (as of April 1, 2015)• Completed the integration of eight “mixed” vending operation subsidiaries (as of April 1, 2015)• Implementation of Phase One of our new Enterprise Resource Planning (ERP) system “CokeOne+,” afoundation for further strategic transformation after the integration (April 2015)• Commissioned two new production lines at the Ebina and Ibaraki Plants• Completed on schedule the deployment of route-to-market (RTM) initiatives to all sales centers excluding theformer Sendai territory• Completed on schedule the introduction of the ERP system “CokeOne+,” a foundation for further strategictransformation, in the back-office section• Commissioned one new production line at the Iwatsuki Plant and a new bottle can line at the Tokai Plant• Stabilized the initial operation of the new ERP system “CokeOne+”• Integrated the Sendai people, processes and systems into CCEJ
• Completed the legal entity consolidation of Sendai (as of January 1, 2016)
CCEJ’s sales activities are facing growing market competition, as competitors have introduced new products anddeployed aggressive sales campaigns.
Our sales volume performance was affected by weaker-than-expected performance in the vending channel due
to a continued shift of consumers’ purchasing behavior across channels and inclement weather in the third quarter,
our peak season, as well as continued pricing pressure. However, driven by the Sendai integration, the favorable
performance of new products and the development of new customers, volume grew year on year across allchannels.
CCEJ’s consolidated net sales for the year under review were JPY 563,162 million (up 7.6% compared with theprior year period), mainly attributable to the integration of Sendai. Operating income was JPY 10,791 million (up15.3%) and ordinary income was JPY 10,411 million (up 8.4%), mainly attributable to the integration of Sendai andreflecting the end of the effect of a change in accounting policy and estimates related to the depreciation method
for fixed assets and the related write-off of the residual value of existing tangible fixed assets during the first quarterof the prior year. Net income was JPY 5,354 million (up 55.9%), mainly attributable to the above-mentioned
operating income increase and a lower effective tax rate versus the prior fiscal year, etc.
We have a solid marketing and innovation calendar planned for the next fiscal year together with our partners at
Coca-Cola Japan (CCJC), including extensive deployment of premium products and active marketing and sales
promotion activities.
This year marks the launch of the first new global advertising campaign for the Coca-Cola brand in seven years.
The new campaign, “Taste the Feeling,” launched in Japan on January 20, celebrates the idea that drinking a CocaCola—any Coca-Cola—is a simple pleasure that makes everyday moments more special. We are actively
deploying a fully integrated marketing strategy including television advertising, digital advertising, product sampling
and more. In the coffee category, we introduced a new product, “Georgia Deep Impact” in January, to build on our
successful performance in coffee over the prior year. Additionally, we plan to execute marketing and sales
promotions focusing on the Rio de Janeiro Olympics to be held in August.
Also, we will continuously work to improve profitability with a segmented approach to growing sales volume andrevenue across channels. A key focus remains stabilizing profitability in the important vending machine channel bymoving or removing unprofitable machines, developing profitable indoor vending location, introduction of vendingexclusive products and deployment of a vending machine loyalty programs for consumers.
(2) Capital Investment
Capital investment, including leases, amounted to 37,205 million yen for FY2015. The major items were additional
placements and renewal of vending machines and new installations and renewal of manufacturing equipment.
Capital investment was financed by own funds, bank borrowings, and bonds issued.
(3) Financing
The Company issued the second series of unsecured straight bonds in the amount of 16 billion yen on December
14, 2015.

-10-

(4) Issues to be Addressed
The beverage industry in Japan continues to face challenges amid price competition, changes in purchasing
behavior after the consumption tax hike, the surge of private-label products, and the growing popularity of brewed
coffee sold at convenience stores. This year, the mid-term strategic plan, the One+ Roadmap for Growth hasentered the stage of execution. While continuing our efforts on transformation, we will seek further sales growth bystrengthening each sales channel, geographic area, sales occasion, and beverage category, in order to enhance
our execution capability in the market so as to stabilize the initiatives under the plan.
In addition, under our partnership with Coca-Cola (Japan) Company Limited, we will vigorously conduct sales
promotion activities such as the new Coca-Cola campaign and introduction of new products, while pursuing further
synergy through the merger and accelerating growth to become a world-class Coca-Cola bottler based in Japan.
We request your continuing support in our endeavors.
(5) Trend of Assets and Earnings(Millions of yen)
Item

FY2012FY2013

FY2014FY2015Net sales

193,794372,792523,299563,162

Ordinary income

3,713

7,732

9,606

10,411

Net income

1,630

11,582

3,434

5,354

Net income per share

yen
36.95

yen
139.69

yen
28.37

yen
42.70

Total assets

112,785

314,490342,672

371,771

Net assets

87,461

216,191

213,754

230,945

Notes:
1. Amounts less than the units indicated are rounded down.
2. The Company conducted a share exchange on July 1, 2013 through which the Company became the wholly
owning parent company of Mikuni Coca-Cola Bottling Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd., andTone Coca-Cola Bottling Co., Ltd., which became wholly owned subsidiaries.
3. CCEJ began operations as an integrated company starting in the third quarter of FY2013. As a result, theabove results reported in FY2013 reflect the consolidated results of CCEJ in the third and fourth quarters
and the consolidated results of Coca-Cola Central Japan (CCCJ) before management integration for the
first and second quarters.
4. The Company conducted a share exchange on April 1, 2015 through which the Company became the wholly
owning parent company of Sendai Coca-Cola Bottling Co., Ltd., which became a wholly owned subsidiary.
(6) Major Parent Companies and Subsidiaries
1) Relationship with Parent
Companies Not applicable.
2) Major Subsidiaries
Company name

CapitalInvestment(Millions of yen) ratio (%)

Coca-Cola East Japan Products Co., Ltd.

100

Major business

Manufacturing,Distribution
and sales of beverages and100
Equipment service andmaintenance

FV East Japan Co., Ltd.
100
100 Sales of beverages
Sendai Coca-Cola Bottling Co., Ltd.
100
100 Sales of beverages
Notes:
1. The Company has 8 consolidated subsidiaries including the above 3 major subsidiaries, 1 non-consolidated
subsidiary and 3 equity-method affiliates.
2. The Company implemented an absorption-type merger with Sendai Coca-Cola Bottling Co., Ltd., a wholly
owned subsidiary, on January 1, 2016.
3) Others
The Company has entered into the Agreement with The Coca-Cola Company and Coca-Cola (Japan) Company
Limited for manufacturing and sales of Coca-Cola and other products and use of the trademarks etc. in Tokyo and
15 prefectures in the Kanto, Koshinetsu, Chubu, and southern Tohoku regions. Based on this Agreement, theCompany has entered into the Delegation Authorization Agreement with The Coca-Cola Company, Coca-Cola(Japan) Company Limited, and Coca-Cola East Japan Products Co., Ltd. and contracts the manufacturing businessto Coca-Cola East Japan Products Co., Ltd.
In addition, the Company has entered into the Capital and Business Alliance Agreement with The Coca-Cola
Company, Coca-Cola (Japan) Company Limited, and European Refreshments in order to further strengthen
competitiveness and enhance corporate value.

-11-(7) Principal Business
The Group’s principal business is manufacturing and sales of non-alcoholic beverages and the Group conducts
businesses related to the said business, including maintenance and repair of sales equipment and distribution of
products and goods.
(8) Principal Sales Offices and Plants
1) The Company’s Principal Business
Office Head Office
Minato-ku,
Tokyo2) Principal Business Office ofSubsidiaries
Coca-Cola East Japan Products Co., Ltd.
FV East Japan Co., Ltd.
Sendai Coca-Cola Bottling Co., Ltd.
3) Principal factories of the subsidiary
Coca-Cola East Japan Products Co., Ltd.

Minato-ku, Tokyo
Minato-ku, Tokyo
Sendai, Miyagi Prefecture

Kurume(Tokyo), Ebina(Kanagawa), Saitama(Saitama),
Yoshimi(Saitama),Tsuchiura(Ibaragi),Tokai(Aichi),
Hokuto(Yamanashi), Zao(Miyagi)(9) Employees
1) The Group
Number of employees
Change from end of FY2014
8,355 employees+958 employees
Notes:
1. Temporary employees numbering 2,892 are not included in the above number of employees.
2. Executive Officers are included in the above number of employees.
3. The number of employees increased by 958 in FY2015. This increase was mainly due to management
integration with Sendai Caca-Cola Bottling Co., Ltd. on April 1, 2015.
2) The Company
Number of Employees
Change from end of FY2014
4,204 employees+2,092 employees
Notes:
1. Executive Officers are included in the above number of employees.
2. The number of employees increased by 2,092 in FY2015. This increase was mainly due to the merger with
Coca-Cola Central Japan Co., Ltd., Mikuni Coca-Cola Bottling Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd.,and Tone Coca-Cola Bottling Co., Ltd.
(10) Principal Lenders
LenderThe Bank of Tokyo-Mitsubishi UFJ, Ltd.
The 77 Bank Ltd.
Development Bank of Japan Inc.
Mitsubishi UFJ Trust and Banking Corporation
The Yamagata Bank, Ltd.
Sumitomo Mitsui Trust Bank, Limited

Outstanding Borrowings (Millions of yen)
2,500
1,248
1,185
1,000
828
700

-12-

2. Shares of the Company(1) Total number of authorized shares

487,000,000 shares(2) Total number of issued shares

126,824,490 shares(3) Total number of shareholders

32,685 shareholders(excluding 855,654 shares of treasury stock)(4) Major Shareholders
Number ofshares held
(Shares)
20,605,579
16,669,354
5,451,200
5,126,090
5,042,835

Name of shareholder

Shareholding ratio
(%)
16.24
13.14
4.29
4.04
3.97

European Refreshments
Coca-Cola (Japan) Company Limited
Senshusha Co., Ltd.
Toyo Seikan Group Holdings Ltd.
State Street Bank and Trust Company
The Chase Manhattan Bank, N.A. London Special Account3,376,144
No. 1
Kamei Corporation
3,373,548
Hikitaka Co., Ltd.
2,668,548
The Coca-Cola Export Corporation
2,250,500
Japan Trustee Services Bank, Ltd.
1,983,800
Notes:
1. Amounts less than the units indicated are rounded down.
2. Shareholding ratios are calculated after deducting the treasury shares (855,654 shares).

2.66
2.66
2.10
1.77
1.56

(5) Other Important Matters relating to Shares
The number of issued shares increased by 5,781,166 as a result of a share exchange (exchange ratio of 1:2.563)
with Sendai Coca-Cola Bottling Co., Ltd. on April 1, 2015.

-13-

3. Share Acquisition Rights etc.
(1) Share Acquisition Rights of the Company Owned by Officers of the Company as of the End of FY2015
Class andNumberPaid-in Amount Value of
Position Number of
Exercise Term ofof ShareAssets to be
for Share
IssuanceandShares for
Share
Acquisition
AcquisiInvested at
Acquisition(Date of Resolution)
Number of
Share
Rightstion
Exercise of
Persons Acquisition
RightsRightsRightsRightsCoca-Cola Central Japan Co., Ltd.
5,100
4th Share Acquisition Rights
91,800 yen
Director 1 shares of
1 yen
From May 10, 2012
(Deeply discounted stock51
perpersoncommonper share
to May 9, 2032
options (one-yen stock
stock option
stock
options))(March 28, 2012)
Coca-Cola Central Japan Co., Ltd.
5th Share Acquisition Rights
2,100
156,600 yen(Deeply discounted stock Director 2 shares of
1 yen
From May 15, 201321
persons
commonper share
to May 14, 2033
per
options (one-yen stock
stock
stock option
options))(March 28, 2013)
Coca-Cola East Japan Co., Ltd.
1st Share Acquisition Rights
25,900211,300 yen
1 yen
From April 17, 2014
(Deeply discounted stock Director 6 shares of259
per share
persons
to April 16, 2034
commonoptions (one-yen stock
per
stock
stock option
options))(March 31, 2014)
Coca-Cola East Japan Co., Ltd. 2nd
Share Acquisition Rights
72,900229,200 yen
1 yen
From May 29, 2014
(Deeply discounted stock Director 1 shares of729
per share
to May 28, 2034
commonpersonper
options (one-yen stock
stock
stock option
options))(May 12, 2014)
Coca-Cola East Japan Co., Ltd. 3rd
Share Acquisition Rights
27,500243,800 yen
1 yen
From April 17, 2015
Director(Deeply discounted stock
shares of275
per share
to April 16, 2035
5 persons common
peroptions (one-yen stock
stock
stock option
options))(March 30, 2015)
Note: No share acquisition rights have been granted to External Directors and Corporate Auditors.
(2) Share Acquisition Rights of the Company Granted to Employees in FY2015
Class andNumberPosition Number ofPaid-in Amount Value ofof ShareAssets to be
IssuanceandShares forfor Share
AcquisiInvested at(Date of Resolution)
Number ofShare
Acquisition
tion
Exerciseof
Rights
Persons Acquisition
RightsRightsRightsCoca-Cola East Japan Co., Ltd. 3rd
Share Acquisition Rights Employee 38,900
243,800 yen(Deeply discounted stock
shares of
s of the1 yen per389
perCompany common
share
options (one-yen stock
stock option
13 persons
stock
options))(March 30, 2015)(3) Other Significant items relating to Share Acquisition Rights
Not applicable.

-14-

Exercise Term of
Share Acquisition
RightsFrom April 17, 2015
to April 16, 2035

4. Officers of the Company(1) Name of Directors and Corporate Auditors
Position

Name

Representative
Director andPresident

Calin Dragan

Representative
Director
Vice President
Executive Officer
Director
Senior Executive
Officer
Director
Executive Officer
Director
Senior Executive
Officer

Michael Coombs

Senior Manager of Corporate KAM Commercial Function

Naruhiko Kawamoto

Senior Manager of Corporate Administration, FinanceFunction

Haruko Ozeki

Irial Finan

Director

Daniel Sayre

Director

Haruhiko Inagaki

Director

Keiji Takanashi

Director

Hiroshi Yoshioka

Corporate Auditor

Chief Financial Officer

Fumio Akachi

Director

Full-Time
Corporate Auditor
Full-Time
Corporate Auditor
Corporate Auditor

Area of responsibility and important concurrent positions(as of December 31, 2015)
Representative Director & President of Coca-Cola East
Japan Products Co., Ltd.
Representative Director & President of FV East Japan Co.,
Ltd.
Representative Director & President of Sendai Coca-Cola
Bottling Co., Ltd.

Chief Legal Officer
Executive Vice President of The Coca-Cola Company(President of Bottling Investments Group)
President of Western Europe Business Unit, The
Coca-Cola Company
Representative Director & President of Hokuriku
Coca-Cola Bottling Co., Ltd.

Tomizo Nagafuchi
Yutaka Sugita
Sadao Nozaki
Haraomi Kondo

Adviser, Kikkoman Corporation
Vice President & Manager of President’s office, CocaCola (Japan) Co., Ltd.

(Notes)1. Of the above Directors, Irial Finan, Daniel Sayre, Haruhiko Inagaki and Hiroshi Yoshioka are External
Directors provided for in Article 2, Item 15 of the Companies Act.
2. Tomizo Nagafuchi who is a Full-Time Corporate Auditor and Sadao Nozaki and Haraomi Kondo who are
Corporate Auditors are External Corporate Auditors provided for in Article 2, Item 16 of the Companies
Act.
3. The Company has registered Haruhiko Inagaki and Hiroshi Yoshioka who are Directors, Tomizo Nagafuchi
who is a Full-Time Corporate Auditor and Sadao Nozaki who is a Corporate Auditor as independent
officers at Tokyo Stock Exchange Co., Ltd.
4. Full-Time Corporate Auditor Yutaka Sugita engages in accounting-related business of the Company andhas considerable knowledge of finance and accounting.
5. Change in Directors and Corporate Auditors during FY2015(1) At the FY2014 Ordinary General Meeting of Shareholders held on March 30, 2015, Haruko Ozeki andHaraomi Kondo were elected Director and Corporate Auditor, respectively, and took office.
(2) Masaki Ito retired from the position of Director upon expiration of his term of office at the conclusion of
the FY2014 Ordinary General Meeting of Shareholders held on March 30, 2015.
(3) Kana Odawara resigned from the position of Corporate Auditor at the conclusion of the FY2014 Ordinary
General Meeting of Shareholders held on March 30, 2015.
(4) Dan Nistor, Director (Vice President & Executive Officer, Chief Commercial Officer) resigned on June30, 2015.

-15-

(2)

Outline of Limited Liability Agreements
The Company has entered into an agreement with each of its External Directors and External Corporate Auditors,
to limit their liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act. The maximum
liability amount in accordance with the said agreement is the amount stipulated in Article 425, Paragraph 1 of theCompanies Act.

(3)

Compensation for Directors and Corporate Auditors (including those resigned or retired in FY 2015)12 Directors 526 million yen(including 40 million yen for 4 External Directors)
5 Corporate Auditors 58 million yen (including 35 million yen for 4 External Corporate Auditors)
Note: The compensation for Directors includes share acquisition rights granted as stock options to 7 Directors(excluding External Directors) amounting to 122 million yen and bonuses for FY2015 provided to 5 Directors(excluding External Directors) amounting to 37 million yen.

(4)

External Officers
1) Significant Concurrent Positions at Other Entities and Relationships between the Company and Such Entities
Position
Name
Concurrent Position
Executive Vice President of The Coca-Cola Company
Director
Irial Finan(President of Bottling Investments Group)
President of Western Europe Business Unit, The
Director
Daniel Sayre
Coca-Cola Company
Representative Director & President of Hokuriku Coca-Cola Bottling Co.,
Director
Haruhiko Inagaki
Ltd.

Director
Hiroshi Yoshioka
Full-Time
Corporate Auditor Tomizo Nagafuchi
Corporate Auditor

Sadao Nozaki

Adviser, Kikkoman Corporation

Vice President & Manager of President’s office, Coca-Cola (Japan) Co.,
Ltd.
Note: The business relationships between the Company and the entities in which the External Officers have significant
concurrent positions are as follows:
1. The Company has entered into an agreement for manufacturing and sale of Coca-Cola and other products anduse of the trademarks etc. and the Capital and Business Alliance Agreement with The Coca-Cola Company.
2. The Company has entered into an agreement for manufacturing and sale of Coca-Cola and other products anduse of the trademarks etc. and the Capital and Business Alliance Agreement with Coca-Cola (Japan) Company
Limited.
3. The Company has a business relationship, such as product purchase, with Hokuriku Coca-Cola Bottling Co., Ltd.
Corporate Auditor

Haraomi Kondo

2) Principal Activities of External Officers

Position

Name

Attendance ofBoard ofDirectors
Meetings

Director

Irial Finan

7 out of 7-

Director

Daniel Sayre

7 out of 7-

Director

Haruhiko Inagaki

7 out of 7-

He provided advice useful for the Company’s
management from a practical viewpoint.

Director

Hiroshi Yoshioka

7 out of 7-

He provided advice useful for the Company’s
management from an expert and objective
viewpoint.

Full-Time
Corporate Auditor

Tomizo Nagafuchi

7 out of 7

12 out of 12

He provided advice from a neutral and objective
viewpoint.

Corporate Auditor

Sadao Nozaki

7 out of 7

12 out of 12

He provided advice from a neutral and objective
viewpoint.

Attendance of Audit& Supervisory Board
Meetings

Major Activities
He provided advice useful for the Company’s
management from a practical and global
viewpoint.
He provided advice useful for the Company’s
management based on his business experience inJapan.

He provided advice from a neutral and objective
viewpoint.
(Note) For External Corporate Auditor Haraomi Kondo, the status following his appointment on March 30, 2015 is stated.
Corporate Auditor

Haraomi Kondo

6 out of 6

-16-

10 out of 10

5. Accounting Auditor(1) Name of Accounting Auditor: Ernst & Young ShinNihon LLC(2) Amount of Remuneration for the Accounting Auditor for FY2015
Amount paid (millions of yen)
78
110

Amount of remuneration for the Accounting Auditor for FY2015
Total amount of money and other financial interest to be paid to the
Accounting Auditor by the Company and its subsidiaries
Notes: 1. The Audit & Supervisory Board, based on the results of evaluation of the audit performance of the Accounting
Auditor in the previous year, investigated and reviewed appropriateness and reasonableness of the content
of the audit plan, audit hours, and the basis for estimation of the amount of remuneration for FY2015. As aresult, the Audit & Supervisory Board gave consent concerning the amount of remuneration for the Accounting
Auditor.
2. The Audit Agreement concluded by and between the Company and Ernst & Young ShinNihon LLC does notclearly distinguish the remuneration for audit services in accordance with the Companies Act and that for audit
services in accordance with the Financial Instruments and Exchange Act and they cannot be distinguishedsubstantially. Therefore, the amount of remuneration stated above is the total amount of remuneration forthese audit services for FY2015.
(3) Non-Audit Services
The Company commissions the Accounting Auditor to provide comfort letter preparation services in line with issueof bonds, which are outside the scope of the services stipulated in Article 2, Paragraph 1 of the Certified Public
Accountants Act (non-audit services).
(4) Policy on Determination of Dismissal or Refusal of Reappointment of the Accounting Auditor
In the event that any of the items stipulated in Article 340, Paragraph 1 of the Companies Act apply to the Accounting
Auditor, the Audit & Supervisory Board shall dismiss the Accounting Auditor by the unanimous consent of all
Corporate Auditors. In such event, the fact of dismissal of the Accounting Auditor and the reason for dismissal shallbe reported to the first General Meeting of Shareholders called after the dismissal.
The Audit & Supervisory Board shall examine appropriateness of the Accounting Auditor, including whether the
Accounting Auditor is independent, has expertise, and is performing appropriate and reasonable audit activities. In
the event that, as a result of overall examination, the Audit & Supervisory Board deems that there may be major
disruptions to the audit of the Company and it is reasonable to replace the Accounting Auditor, the Audit & Supervisory
Board shall determine a proposal for dismissal or refusal of reappointment of the Accounting Auditor and submit the
proposal to the General Meeting of Shareholders.
(5) Disciplinary Action against the Accounting Auditor
Outline of the disciplinary action (business-suspension order) announced by the Financial Services Agency on
December 22, 2015
1) Firm subject to disciplinary action
Ernst & Young ShinNihon LLC
2) Description of the disciplinary action
Suspension from accepting new engagements for 3 months from January 1, 2016 to March 31, 2016 and orderto improve its business
3) Reasons for the disciplinary action• The firm’s partners had, in negligence of due care, engaged in attestation and provided assurance for financial
statements containing material misstatements• The firm’s operations are significantly inappropriate.

-17-6. Company Systems and Policies(1) Systems to ensure appropriateness of operations
The Company has a Basic Policy for Internal Control Systems by the resolution of the Board of Directors in orderto put in place systems to ensure that Directors’ and employees’ performance of their duties conforms to laws andregulations and the Articles of Incorporation and other systems to ensure appropriateness of operations. This
policy was partially amended at the meeting of the Board of Directors held on May 12, 2015. The basic policy after
the amendment is as follows:

1) System to ensure that performance of duties by Directors and employees of the Company and its
subsidiaries conforms to laws and regulations and the Articles of Incorporationi) The “Code of Business Conduct” shall be established in order to ensure that all the Directors and employeesof the Company and its subsidiaries comply with laws and regulations and the Articles of Incorporation andact in conformity with social norms and the Ethics & Compliance Committee shall be convened periodically inorder to reinforce the compliance system and prevent non-compliance.
ii) An internal whistle-blowing system against non-compliance, namely, a reporting and consultation contact
separate from the reporting line to immediate managers, shall be set up.
iii) Separation between management and execution of the business operations shall be clarified, and nonexecutive External Directors shall be deployed in order to reinforce the audit function of the Board of
Directors.
iv) An audit section shall be established in order to audit whether business activities are conducted appropriately
and effectively in conformity with laws and regulations, the Articles of Incorporation, Company Rules andRegulations, etc.
v) The Company shall adopt a firm attitude against anti-social forces, never accede to any illegal request anddeal with any such request in cooperation with the police.
2) System to retain and manage information related to Directors’ performance of their duties
The Company shall record information regarding Directors’ performance of their duties in documents orelectronic media and retain it in accordance with the “Rules for Handling Documents” and “Information Security
Policy” in a manner similar to that for statutory documents. Directors and Corporate Auditors may inspect such
documents, etc. at any time.

3) Regulations and other systems concerning loss risk management of the Company and its
subsidiariesi) In accordance with the policy on responding to material business risks and from the viewpoint of managementof other risks, advice of the Governance Committee shall be sought for significant items and then a reportshall be made to the Board of Directors.
ii) “Risk Management Rules” shall be established in order to manage risks. In the event that a risk arises, as partof the risk management system, the Risk Management Committee chaired by the President shall be convenedin the event of an emergency in order to promptly take action.
Quality assurance activities shall be implemented to deepen understanding of the importance of quality
management and to reinforce quality control.
4) System to ensure efficiency of performance of duties by Directors of the Company and its
subsidiaries
With respect to annual management policy and targets determined by the Board of Directors, the progressstatus shall be confirmed on a regular basis by the Board of Directors. Regarding any important matter not
requiring a board resolution, the authority shall be delegated to each Chief Officer in order to accelerate thedecision-making process and to ensure more agile performance of duties. Further, the Board of Directors
function shall be reinforced by limiting the Directors’ term of office to one year and clarifying a single-year
management responsibility.

5) System to ensure appropriateness of operations in a corporate group
The Company shall ensure management integration of the CCEJ Group through establishment of operationalrules and authority rules common throughout the CCEJ Group and supervise and manage the performanceof the subsidiaries’ operations.

6) System to ensure appropriateness of financial reporting
For appropriate disclosure of financial statements, the Company shall appoint the Chief Financial Officer(CFO), improve the internal structure, including preparation of relevant rules and regulations, and build aframework for assessment and reporting of the design and operating effectiveness on a regular basis.

-18-7) Matters concerning employees assisting Corporate Auditors if Corporate Auditors of a company
with an audit & supervisory board request the assignment of such employees to assist them in theexecution of their duties and matters concerning the ensuring of such employees’ independence from
Directors and the effectiveness of instructions issued to such employeesi) In the event that Corporate Auditors request assignment of employees to assist them in the execution of theirduties, the Company shall assign employees to provide assistance to the Corporate Auditors who report tothem.
ii) Consent of the Audit & Supervisory Board shall be secured for decision on personnel transfer, assessment,
etc. of the employees assisting Corporate Auditors. Further, regarding instructions from Corporate Auditors,
the assisting employees shall not be instructed or ordered by Directors, etc.
iii) The Company shall thoroughly communicate to its Directors and employees that, if the Audit & Supervisory
Board issues instructions to the employees assisting Corporate Auditors in the execution of their duties, theemployees assisting Corporate Auditors obey instructions of the Corporate Auditors in order to ensure theeffectiveness of instructions issued to such employees.
8) System for reporting by Directors and employees of the Company and its subsidiaries to Corporate
Auditors and systems to ensure that reporting parties do not receive disadvantageous treatment asa result of such reportsi) Directors and employees shall report to Corporate Auditors without delay any matters that may have asignificant impact or may cause non-compliance as well as statutory matters. Corporate Auditors may request
a report from Directors and employees as necessary.
ii) The Company and its subsidiaries are prohibited from disadvantageously treating officers and/or employees
who reported to Corporate Auditors.
9) Matters concerning procedures for advance payment or reimbursement of expenses incurred in thecourse of performance of duties by Corporate Auditors of a company with an audit & supervisoryboard and policies related to processing of expenses or liabilities arising from performance of duties
by Corporate Auditors
A certain amount for each year shall be budgeted for necessary expenses incurred in the course of
performance of duties by Corporate Auditors.

10) Other systems to ensure that Corporate Auditors’ audit is conducted effectivelyi) The Representative Director and Corporate Auditors shall hold a meeting to exchange opinions on a regularbasis in order to communicate with each other.
ii) Directors shall prepare an environment so that Corporate Auditors are able to cooperate with external experts
such as lawyers and certified public accountants in the course of their duties whenever Corporate Auditors
deem it necessary.
(2) Overview of the status of operation of the systems to ensure appropriateness of operations
In accordance with the Basic Policy for Internal Control Systems established by the resolution of the Board of
Directors, the Company has designed and is operating internal control systems

1) Initiatives concerning compliance
The Company has established the Code of Business Conduct, guidelines for appropriate action by
employees, and is implementing educational activities to raise awareness throughout the Group. In FY2015
the Company provided e-learning to all employees in order to enhance their understanding of the Code ofBusiness Conduct. The Ethics & Compliance Committee is convened periodically for determining measuresfor educational activities to raise awareness and for discussing and determining measures to prevent
recurrence of compliance issues. The Ethics & Compliance Committee met four times in FY2015. The
Company provides specialized education and training on antitrust law and prevention of bribery for its
departmental heads in order to enhance the level of compliance throughout the Group. The Company has put
in place systems so that matters arising in the course of business activities that may involve violation of laws
and regulations or the Code of Business Conduct and matters that are difficult to judge can be dealt withswiftly. For example, the Ethics & Compliance Consultation Desks in house and at an external legal counsel’s
office can be accessed directly by email and through a telephone hotline to seek advice.
2) Internal audit
The Company has established the Internal Audit Division as an internal audit function. The Internal Audit
Division conducts audits based on an annual plan to ascertain whether operations of the Company and its
subsidiaries are performed appropriately in compliance with the laws and regulations and internal rules. It also
provides advice and recommendations to internal organizations.
The Internal Audit Division has a monthly meeting with the Representative Director and Corporate Auditors
to enhance the audit function. The Company has newly established the Internal Control & Operational
Improvement Committee as part of its efforts to put in place systems that enable the Company and its
subsidiaries to swiftly deal with any cross-functional issues.

-19-3) Internal control over financial reporting
Systems for financial reporting corresponding to internal control required by the Financial Instruments andExchange Act have been established under the leadership of an officer responsible for such matters. The
Internal Audit Division reviews operation of business processes in order to confirm that they are operated
appropriately.
4) Risk management system
As the core elements of the corporate-wide risk management, the Company has established and is operating
the following systems: i) Enterprise Risk Management (ERM) that reduces the probability of actualization ofpotential risks in order to prevent risks, ii) Incident Management & Crisis Resolution (IMCR) that reduces theimpact of actualized risks by swiftly dealing with the incidents, iii) Emergency Planning (EP) for the purposeof protecting health and safety of employees and assets and properties of the Company based on theassumption of a disaster or an accident, and iv) Business Continuity Planning (BCP) to deal with interruptionof or hindrance to a critical business process and to facilitate recovery to a predetermined level.
5) Audit system by the Corporate Auditors
The Audit & Supervisory Board consists of 4 Corporate Auditors (of whom 2 are Full-time Corporate Auditors)
including 3 External Corporate Auditors. The Audit & Supervisory Board met 12 times and exchanged
information on significant matters concerning audit, had discussion and made resolutions. Corporate Auditors
attend meetings of the Board of Directors, the Ethics & Compliance Committee, and the Internal Control &Operational Improvement Committee, and other important meetings. In addition, they exchange opinions with
the Internal Audit Division and the Accounting Auditor on a regular basis to reinforce cooperation and haveregular meetings with the Representative Director and other senior executives to exchange opinions about
management issues, compliance, the status of design of internal control, etc.

-20-Consolidated balance sheets(MM yen)Accounts

AmountAccounts

AmountLiabilities

AssetsCurrent assets

127,343

Current liabilities

82,668Cash and deposits

21,578

Accounts payable-trade29,149Notes and accounts receivable-trade44,565

Short-term loans payable

5,160

Lease obligations

3,401

Short-term investment securities

301

Merchandise and finished goods

34,359accounts payable-other and accrued expenses

34,986

Raw materials and supplies

3,377

Income taxes payable

1,100

Deferred tax assets

2,241

accrued consumption taxes

1,784

Provision for bonuses

1,364
1,234

Short-term loan to associated firms

821

Accounts receivable

13,184Current portion of long-term loans payable

Other

6,980

Provision for directors' bonuses

Allowance for doubtful accounts

-67

37

Other

4,449

Noncurrent assets

244,428

Noncurrent liabilities

58,156

Property, plant and equipment

210,318

Bonds

30,000

Buildings and structures, net

45,861Long-term loans payable

2,520

Machinery Equipment And Vehicles

37,652

Lease obligations

4,493

Sale equipment, net

66,112

Deferred tax liabilities

tools, furniture and fixtures

1,772

Provision for environmental measuresLand

50,883

Provision for loss on contract

1,392

Lease assets

7,691

Net defined benefit liability

17,597

Other

1,816

Construction in progress

345

Intangible assets

8,361

Total liabilities

Software

7,591

Net assets

Other

769

Shareholders' equity

0335

140,825
231,089

Investments and other assets

25,748

Capital stock

6,499

Investment securities

9,720

Capital surplus

157,313Retained earnings

68,454-1,178Stocks of subsidiaries and affiliates

323

Long-term loans receivable

1,971

Treasury stock

Deferred tax assets

4,732

Valuation and translation adjustments

-564

Other

9,225

Valuation difference on available-for-sale securities

2,151

Allowance for doubtful accounts-225

Deferred gains or losses on hedges-463

Re-measurements of defined benefit plans
Subscription rights to shares

Total Assets

371,771-2,251420

Total Net assets

230,945

Total Liabilities and net assets

371,771-21-

Consolidated Statement of income(MM yen)Accounts

AmountNet sales

563,162

Cost of sales

302,087

Gross profit

261,075

Selling, general and administrative expenses

250,284

Operating income

10,791Non-operating income
Interest income

96

Dividends income

147

Rent income

388

Equity in earnings of affiliates

134

Gain on sales of valuable wastes

282

Gain on collection of deposits of bottles

1

Other

318

1,368

Non-operating expenses
Interest expenses

446

Loss on disposal(sales)of noncurrent assets

864

Rent expenses

111

Other

324

Ordinary income

1,748
10,411

Extraordinary income
Gain on transfer of business

247

Gain on negative goodwill

84

Gain on sales of noncurrent assets

8Gain on sales of investment securities

725

Insurance income

79

Other

30

1,175

Extraordinary loss
Cost of system interruption

160

losses on disposal(sales)on fixed assets

1,130

Penalty on lease cancellation

467

Restructuring cost

1,020

Cost of defective work

235

Impairment loss

8

Integration expenses

39

Other

237

Income before income taxes

3,300
8,286

Income taxes – current

1,956

Income taxes

975

2,932

Income before minority interests

5,354

Net income

5,354

-22-

Consolidated Statement of changes in equity(MM yen)Shareholders' equity

Balance as of December 31st2014

Cumulative effect ofchange in accounting
policyBalance as of December
31st 2014 of change inaccounting policy

Capital stock

Capital surplus

6,499

143,134

Retainedearnings
66,837

Treasury stock

Total
Shareholders’equity-1,170215,301

917

6,499

143,134

67,755917-1,170216,218

Changes of items during theperiodIncrease by share exchange

14,175

14,175

Dividends from surplus-3,965-3,965

Net income

5,354

5,354

Purchase of treasury stock
Disposal of treasury stock3

Increase or decrease due tothe merger of nonconsolidated subsidiaries by
the consolidated
subsidiaries
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance as of December 31st
2015

6,499

-14

-14

7

11

-689

-689

-0

-0

14,179699-714,871

157,31368,454-1,178231,089-23-

Valuation and translation adjustments

Balance as of December 31st 2014
Cumulative effect of change inaccounting policy
Balance as of December 31st 2014of change in accounting policy

Valuationdifference on
available-forsale securities

Deferred
loss/gain fromhedging
activities

1,644

302

Total
Subscription
Remeasurements
valuation and rights to sharesof defined benefit
translationplans
adjustments-3,717-1,770223

Net assets

213,754
917

1,644

302

-3,717-1,770223

214,672

Changes of items during the period
Increase by share exchange

14,175-

Dividends from surplus-3,965

Net income

5,354

Purchase of treasury stock-14

Disposal of treasury stock

11

Increase or decrease due to themerger of non-consolidated
subsidiaries by the consolidated
subsidiaries
Net changes of items other thanshareholders' equity
Total changes of items during theperiodBalance as of December 31st 2014

-689

507

-766

1,465

1,206

196

1,402

507

-766

1,465

1,206

196

16,273

2,151

-463

-2,251-564

420

230,945-24-

Non-Consolidated balance sheets(MM yen)Accounts

AmountAccounts

AssetsAmountLiabilities

Current asset

147,617

Current liabilities

70,670Cash and deposits

16,151

Accounts payable - trade

31,688

5

Short-term loans payable

5,000

Notes receivable - trade
Accounts receivable-trade35,189

Short-term investment securities

301

Merchandise and finished goods
Supplies

Lease obligations

226

accounts payable-other

25,542

19,278

Accrued expenses

1,056

264

Deposits received

5,327

Prepaid expenses

4,481

Deferred tax assets

858

Provision for bonuses

853

Provision for directors' bonuses

37

Short-term loan to associated firms

57,596

Provision for contract loss

784

Accounts receivable-other

11,908

Obligation on retirement of non-current assets

19

Other

1,640

Other

132

Allowance for doubtful accounts-59

Noncurrent liabilities

42,06830,000Noncurrent assets

192,270

Bonds

Property, plant and equipment

139,649

Lease obligations

190

Buildings

26,825Long-term deposits received

624

structures

2,418

Deferred tax liabilities

637

Machinery Equipment

2,467

Provision for environmental measures

313

Vehicles

1,354

Provision for contract loss

824

tools, furniture and fixtures

823

Provision for retirement benefits

Sale equipment

54,872

Obligation on retirement of non-current assets

Land

50,362

Provision for retirement benefits

Lease assets

414

Other

Construction in progress

111

Total liabilities

Intangible assets

7,260

Net assets

Software

7,134

Shareholders' equity

8,251
629
8,251
595
112,739
224,576

125

Capital stock

6,499

Investments and other assets

45,360Capital surplus

210,406

Investment securities

9,316

Legal capital surplus

195,853

Stocks of subsidiaries and affiliates
Long-term loans receivable from subsidiaries
and affiliates
Long-term prepaid expenses

26,250

Other capital surplus

14,553

1,676

Retained earnings

8,848

3,889

Other retained earnings

8,848

Other

4,443

General reserve

Allowance for doubtful accounts-215

Retained earnings brought forward

8,648

Treasury stock-1,178Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Subscription rights to shares

2,151

Other

Total Assets

339,887

200

2,151
420

Total Net assets

227,148

Total Liabilities and net assets

339,887。

-25-

Non-Consolidated Statement of income(MM yen)）Accounts

AmountNet sales

452,182

Cost of sales

267,084

Gross profit (loss)

185,097

Selling General And Administrative Expenses

185,099－1

Operating income
Non-operating income
Interest income

326

Dividend income

1,406

Rent expenses receivable

885

Other

152

2,770

Non-operating expenses
Interest expenses

84

Loss on sales and retirement of non-current assets

764

Rent expenses

171

Other

152

Ordinary income

1,172

1,595

Extraordinary income
Gain on sales of noncurrent assets

7

Gain on sales of investment securities

367

Loss on extinguishment of tie-in shares

5,782

Insurance income

102

6,260

Extraordinary loss
Cost of system interruption

160

losses on disposal (sales)on fixed asset

374

Impairment loss

8

Business restructure cost

343

Integration expenses

38

other

70

Income before income taxes

996

6,860

Income taxes – current

437

Income taxes

323

Net income

760

6,099

-26-

Non－Consolidated Statement of changes in equity(MM yen)

Balance as of December 31st2014
Cumulative effect of change inaccounting policy
Balance as of December 31st2014 of change in accounting
policyChanges of items during theperiodCapital stock

Capital surplus

Other capitalsurplusReserve foradvanceddepreciation of
noncurrent
assets6,499

181,677

14,972281

Retained
General reserve earnings brought
forward
200

5,325
1

181,677

6,499

14,972

281

200

5,327

Dividends from surplus-3,965

Net income

6,099

Reversal of advanced－281

depreciation of noncurrent
assets281

Purchase of treasury stock
Disposal of treasury stock3

Increase by businesscombination

905

Increase by share exchange

14,175Decrease by corporate
division
Net changes of items otherthan shareholders' equity
Total changes of items during
the period
Balance as of December 31st
2015

－423
－

6,499

14,175－419

195,853

14,553

－281

3,320
200

8,648

(MM yen)Shareholders' equity

Balance as of December 31st2014
Cumulative effect of change inaccounting policy
Balance as of December 31st2014 of change in accounting
policyChanges of items during theperiodTreasury stock

Total
Shareholders'equity－1,170207,787

Valuation and translation
adjustments
Valuation
Total Valuationdifference onand translation
available-for-sale adjustments
securities

Subscription
rights to shares

223

1－1,170

Dividends from surplus
Net income

Net assets

208,0111

207,788223

208,012－3,965－3,965

6,099

6,099

Purchase of treasury stock

－14

－14

－14

Disposal of treasury stock

7

11

11

905

905

Increase by share exchange

14,175

14,175Decrease by corporate
division
Net changes of items otherthan shareholders' equity

－423

－423

Increase by businesscombination

Total changes of items during
the period
Balance as of December 31st
2015

2,151

2,151

196

2,347

－7

16,787

2,151

2,151

196

19,135－1,178

224,576

2,151

2,151

420

227,148-27-

February 10, 2016
The Board of Directors of Coca-Cola East Japan Co., Ltd.
Ernst & Young ShinNihon LLC.
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Yoshihiko
Nakatani
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Takashi
Uchikoshi
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Kazuhiko
Yamazaki
INDEPENDENT AUDITORS' REPORT (CONSOLIDATED)
Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial
statements, namely, the consolidated balance sheet of Coca-Cola East Japan Co., Ltd. (the “Company”) andconsolidated subsidiaries, and the related consolidated statements of income and changes in net assets for the fiscal
year from January 1, 2015 to December 31, 2015, and the related notes.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements arefree from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of
the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but
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 the reasonableness of accounting estimates made bymanagement, 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 a basis for our audit opinion.
Audit Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Coca-Cola East Japan and its consolidated subsidiaries, and the results of their operations for the year thenended in accordance with accounting principles generally accepted in Japan.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required
under the provisions of the Certified Public Accountants Act.

-28-

February 10, 2016
The Board of Directors of Coca-Cola East Japan Co., Ltd.
Ernst & Young ShinNihon LLC.
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Yoshihiko
Nakatani
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Takashi
Uchikoshi
Designated Unlimited Liability Partner, Engagement
Partner, Certified Public Accountant: Kazuhiko
Yamazaki
INDEPENDENT AUDITORS' REPORT (NON-CONSOLIDATED)
Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the financial
statements, namely, the balance sheet of Coca-Cola East Japan Co., Ltd. (the “Company”), and the related statements
of income and changes in net assets for the fiscal year from January 1, 2015 to December 31, 2015, and the related
notes and the accompanying supplemental schedules.
Management’s Responsibility for the Non-Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements and theaccompanying supplemental schedules in accordance with accounting principles generally accepted in Japan, and forsuch internal control as management determines is necessary to enable the preparation of financial statements and theaccompanying supplemental schedules that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements and the accompanying supplemental
schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted inJapan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements and the accompanying supplemental schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements and the accompanying supplemental schedules. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements and the accompanying
supplemental schedules, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the entity’s preparation and fair presentation of the financial statements and the accompanying
supplemental schedules in order to design audit procedures that are appropriate in the circumstances, but 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 the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements and the accompanying supplemental schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Audit Opinion
In our opinion, the financial statements and the accompanying supplemental schedules referred to above present
fairly, in all material respects, the financial position of Coca-Cola East Japan, and the results of its operations for theyear then ended in accordance with accounting principles generally accepted in Japan.
Emphasis of Matter
As stated in the notes to significant subsequent events, in accordance with the resolutions of the Company’s Board of
Directors at their meetings held on June 15, 2015 and November 6, 2015, the Company implemented an absorptiontype merger with Sendai Coca-Cola Bottling Co., Ltd., a wholly owned subsidiary, on January 1, 2016.
The auditor's opinion is not affected by this matter.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required under
the provisions of the Certified Public Accountants Act.

-29-

Audit Report
We, as the Audit & Supervisory Board (“A&S Board”), have prepared this audit report as the result of deliberations
and the concurrent opinion of all auditors based on the audit reports prepared by each auditor relating to the executionof duties by Directors during the 2015 business year from January 1, 2015 to December 31, 2015, and hereby report asfollows.
1. Method of Audit Conducted by Corporate Auditors and the A&S Board and the Details(1) We, the A&S Board, determined audit policies and segregation of duties for the business year in question, received
reports from each auditor with respect to audit implementation status and the results thereof, received reports
from Directors and the Accounting Auditor with respect to execution status of their duties and requested them toexplain as necessary.
(2) Each Corporate Auditor communicated with the Directors, Internal Audit Division and other employees, etc.,
complying with the auditor audit standards prescribed by the A&S Board and abiding by the audit policies andsharing of duties, etc. for the term, and endeavored to gather information and arrange an auditing environment,by the following methods:
1) We attended meetings of the Board of Directors and other important meetings, obtained reports from Directors
and employees, etc. relating to the state of executing of duties, requested explanations where necessary,
examined important resolution documents, etc., and investigated the state of work and assets at head office andkey offices.
Regarding subsidiaries, we communicated with the Directors, Corporate Auditors, etc. of subsidiaries andexchanged information, obtained business reports from subsidiaries as necessary, and visited head office andkey offices and asked questions, etc.
2) We obtained regular reports from Directors and employees etc. regarding the state of construction andmanagement of a framework for ensuring that the execution of duties by Directors stated in business reports
conforms to laws and regulations and the Articles of Incorporation, and a framework (internal control system)
necessary for ensuring appropriateness of operation of a group consisting of a joint-stock company and its
subsidiaries prepared based on the decision of the Board of Directors relating to the preparation of a framework
pursuant to Paragraphs 1 and 3 of Article 100 of the Ordinance for Enforcement of the Companies Act, andrequested explanations as necessary and expressed our opinions.
3) We audited and verified whether the Accounting Auditor had maintained its independent standpoint and had
conducted an audit in an appropriate manner, received reports from it with respect to execution status of its
duties, and requested it to explain where necessary.
Moreover, we received a notice from the Accounting Auditor that the Company had designed a "system to ensure
performance of duties in an appropriate manner" (matters provided for in each Item of Article 131 of the
Corporate Accounting Rules) in accordance with the "Quality Control Standards for Audits” (BusinessAccounting Council, October 28, 2005) and requested them to explain as necessary.
Based on the method outlined above, we examined the business report and its supplemental schedules, consolidated
financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes
in net assets and notes to consolidated statements) and non-consolidated financial statements (balance sheet,statement of income, statement of changes in net assets, and notes to non-consolidated financial statements) anddetailed statements relating to the business year in question.
2. Audit Results(1) Results of Audit of the Business Report, etc.
1) We acknowledge that the business report and detailed statements correctly indicate the company’s situation inaccordance 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 Incorporation
3) We acknowledge that the details of resolutions of the Board of Directors relating to the internal control system
are appropriate. Furthermore, we do not acknowledge that there are any matters to indicate regarding the details
stated in business reports relating to such internal control systems and the execution of duties by the Directors.
(2) Results of Audit of Consolidated Financial Statements
We acknowledge that the method and results of the audit by Ernst & Young ShinNihon LLC are appropriate.
(3) Results of Audit of Non-Consolidated Financial Statements and Detailed Statements
We acknowledge that the method and results of the audit by Ernst & Young ShinNihon LLC are appropriate.
February 12, 2016
Audit & Supervisory Board, Coca-Cola East Japan Co.,Ltd.
Full-time Auditor
Tomizo Nagafuchi
Full-time Auditor
Yutaka Sugita
Auditor
Sadao Nozaki
AuditorHaraomi Kondo(Note) Full-time Auditor Tomizo Nagafuchi, Auditor Sadao Nozaki and Auditor Haraomi Kondo are External Auditors
provided for in Article 2, Item 16 and Article 335, Paragraph 3 of the Companies Act.

-30-