【Cover】
【Submitted document】Extraordinary Report 【Submitted to】Chief of Kanto Local Finance Bureau 【Submission Date】March 31, 2025
【Company Name】 コカ･コーラ ボトラーズジャパンホールディングス株式会社
【English Name】 Coca-Cola Bottlers Japan Holdings Inc.
【Name/Title of Representative】Calin Dragan, Representative Director and President 【Location of Headquarters】 7-1 Akasaka 9-chome, Minato-ku, Tokyo
【Phone】 +81-800-919-0509
【Administrative Contact】 Tomokazu Usagawa, Executive Officer, Head of Legal 【Nearest Contact Location】 7-1 Akasaka 9-chome, Minato-ku, Tokyo 【Phone】 +81-800-919-0509
【Administrative Contact】 Tomokazu Usagawa, Executive Officer, Head of Legal 【Available for Public Inspection at】Tokyo Stock Exchange, Inc.
(2-1 Nihombashi-kabuto-cho, Chuo-ku, Tokyo)
1【Reason for submission】
We make this submission pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc., as matters for resolution have been approved at our FY2024 general meeting of shareholders held on March 26, 2025.
2【Items to be reported】
(1) Date of the general meeting of shareholders
March 26, 2025
(2) Matters for resolution
Proposal No. 1: Appropriation of surplus Year-end dividend ① Type of dividend property
Money ② Allocation of dividend property and the total amount 28 yen per common share of the company
Total amount of dividends 5,056,705,248 yen ③ Effective date of distribution of dividend of surplus
March 28, 2025
Proposal No. 2: Election of five (5) Directors (excluding Directors Serving on the Audit and
Supervisory Committee)
We elect Calin Dragan, Bjorn Ivar Ulgenes, Hiroko Wada, Hirokazu Yamura and Celso Guiotoko as Directors (excluding Directors Serving on the Audit and Supervisory Committee).
Hiroko Wada, Hirokazu Yamura and Celso Guiotoko are candidates for Outside Directors.
Proposal No. 3: Election of four (4) Directors Serving on the Audit and Supervisory
Committee
We elect Nami Hamada, Stacy Apter, Sanket Ray and Rika Saeki as Directors serving on the Audit and Supervisory Committee.
Nami Hamada, Stacy Apter, Sanket Ray and Rika Saeki are candidates for Outside Directors.
(3) State of voting rights
Number of shareholders with voting rights Total number of voting rights
45,111 1,798,907
(4) The number of voting rights related to the declaration of intention of approval, disapproval, and abstention; approval requirements for resolution items; and voting outcome
Matters for resolution at the general meeting of shareholders Approval votes
Disapprov Abstention al votes votes Number of attending voting rights
% of approval votes
Voting outcome Proposal No. 1
1,463,263
5,638
11
1,469,061
99.6% Approved
Proposal No. 2
Calin Dragan
1,022,344 446,051
11 1,469,056
69.6% Approved
Bjorn Ivar Ulgenes
1,130,659 337,745
11 1,469,065
77.0% Approved
Hiroko Wada
1,292,867 175,540
11 1,469,068
88.0% Approved
Hirokazu Yamura
1,071,892 396,507
11 1,469,060
73.0% Approved
Celso Guiotoko Proposal No. 3
Nami Hamada
1,327,711 140,696 1,329,281 139,106
11 1,469,068
90.4% Approved
11 1,469,048
90.5% Approved
Stacy Apter
Sanket Ray
Rika Saeki
863,646 832,230 1,369,396
604,729 636,149 98,992
11 1,469,036
58.8% Approved
11 1,469,040
56.7% Approved
11 1,469,048
93.2% Approved
(Notes) 1. The approval requirement for each proposal is as below:
・ The Proposal No.1 requires approval of the majority of voting rights held by shareholders present.
・ The Proposal No. 2 requires attendance of one-third or more of the voting rights held by shareholders who are entitled to exercise their voting rights and approval of the majority of voting rights of shareholders present.
・ The Proposal No. 3 requires attendance of one-third or more of the voting rights held by shareholders who are entitled to exercise their voting rights and approval of the majority of voting rights of shareholders present.
2. The number of attending voting rights is a total of the number of voting rights exercised in advance by the exercise of voting rights in writing (including exercise via the Internet) and the number of voting rights of shareholders present on that day (the number of voting rights of all shareholders who turned out by the end of the meeting).
3. The number of voting rights related to the declaration of intention of approval, disapproval and abstention, the approval percentages, and the voting outcome include the status of voting rights exercised by shareholders present on that day of the general meeting. The total of approval, disapproval, and abstention votes above do not match the number of voting rights present, as we couldn't confirm the status of the exercise of voting rights of some of the shareholders present.
(5) Reason why we didn't count some of the voting rights of shareholders present at the general meeting of shareholders
Voting rights of shareholders of which approval, disapproval or abstention was not confirmed mentioned in 3. of the Notes above were not counted, because the resolutions had passed in accordance with the Companies Act, satisfying the approval requirements with the number of voting rights exercised in advance by exercising voting rights in writing by the day before the general meeting of shareholders (including exercise via the Internet) and the total number of votes we've confirmed on approval or disapproval of some of the shareholders present on that day.
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