Coca-cola Bottlers Japan Holdings Inc. TSE:2579
Coca Cola Bottlers Japan : NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
Source: MarketScreener
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
Table Contents
Notice of the Ordinary General Meeting of | |
Shareholders for the Fiscal Year Ended | |
December 31, 2024 | 1 |
Reference Materials for General Meeting of | |
Shareholders | 9 |
Proposal No. 1 Appropriation of surplus | |
Proposal No. 2 Election of five (5) Directors | |
(excluding Directors serving on | |
the Audit and Supervisory | |
Committee) | |
Business Report | 25 |
Consolidated Financial Statements | 62 |
Financial Statements | 83 |
Audit Report | 91 |
Date and Time
March 26,
2025 (Wednesday)
at 10:00 a.m. (Log in possible from 9:30 a.m.)
On Attending the Virtual-Only General
Meeting of Shareholders
This general meeting of shareholders will be held exclusively on the Internet, using the virtual-only shareholders' meeting method. Shareholders who wish to participate on the day of the Meeting are requested to attend the Meeting virtually. See the "Instructions on How to Log In to the Virtual-Only General Meeting of Shareholders" on Page 4.
Instructions on How to Log In to the | Page 4 |
Virtual-Only General Meeting of Shareholders |
Securities code: 2579
[Corporate Philosophy : Mission, Vision, Values] | [Corporate Message] |
From the fiscal year ending December 31, 2020, the year-end "To Our Shareholders" will be integrated into the Notice of Convocation, and "To Our Shareholders" will be issued only for the interim period.
Please take advantage of our website, where you can obtain major IR information.
https://en.ccbj-holdings.com/ir/
Coca-Cola Bottlers Japan IR
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To my fellow Shareholders,
Thank you for your ongoing support and interest in our company.
We positioned 2024 as the "year of strong profit build up," implementing top-line growth initiatives to maximize profits, achieving cost savings through company-wide transformation, and further strengthening our business foundation. As a result, Business Profit reached 12 billion yen, six times higher than the previous year, exceeding our upwardly revised plan. We are pleased to have made significant progress toward achieving our mid-term management plan "Vision 2028."
In commercial areas, under a profitability-focused policy, we launched new products, including the first full renewal of Ayataka in seven years, expanded sales space, and strengthened ROI-based marketing. In addition, as a key initiative to improve profitability, we have implemented two price revisions in May and October. In manufacturing and logistics, we focused on building a sustainable supply chain for the future, while in back-office and IT, we advanced standardization and automation through NeoArc, our joint venture with Accenture Japan.
We have also made good progress in our Environmental, Social and Governance activities. These targets include water resource conservation and PET bottle recycling. We have expanded our efforts by collaborating with customers and government agencies to foster a recycling-based society, reduce environmental impact, and expand business opportunities.
To strengthen our human capital, we have revamped our human resources strategy based on "Vision 2028." For the promotion of Diversity, Equity & Inclusion (DE&I), we have worked to create a more comfortable working environment for employees. We are also collaborating with our customers to raise awareness of DE&I in society. Our ESG efforts, including these initiatives, have been highly evaluated, and for the seventh consecutive year, we have been selected as a component of the DJSI Asia Pacific, a leading global ESG investment index.
In November 2024, we announced a comprehensive shareholder return program aligned with "Vision 2028" to enhance shareholder value. This includes a revised dividend policy that incorporates an ambitious plan to increase dividends through 2028, share buybacks of up to 30 billion yen or 20 million shares, and the cancellation of 23 million treasury shares. In February 2025, we introduced a new shareholder benefit program to increase shareholder value over the mid- to long-term. We have also raised the planned year-end dividend for the fiscal year ending December 31, 2024, by 3 yen per share, bringing the annual dividend to 53 yen per share.
Looking ahead, we plan to increase annual dividends per share by 4 yen, bringing the total to 57 yen for the fiscal year ending December 31, 2025, based on the comprehensive shareholder return policy, aiming for two consecutive years of dividend increases.
2025 is a "year of achieving both profit growth and strengthening foundation" for us. We aim to increase business income by approximately 1.7 times compared to 2024, to 20 billion yen. We will implement top-line growth strategies and transformation initiatives to sustain our current profit growth trend while building a solid foundation for long-term, stable profitability. We are committed to achieving the goals of "Vision 2028."
We will continue to provide a high-quality supply of products while meeting the evolving needs of our customers to continue as the preferred partner for decades to come.
We are committed to making great strides forward toward sustainable growth and improved corporate value through our mission of "delivering happy moments to everyone while creating value."
Your continued support and guidance are greatly appreciated. We sincerely wish you the best of health and happiness.
Calin Dragan
Representative Director & President
Consolidated Financial Highlights (IFRS)
Sales Revenue | Business Income | Operating Income | ||
892.7 billion yen | 12.0 billion yen | 13.4 billion yen | ||
billion yen | 892.7 | billion yen | billion yen | |
900 | 868.6 | 20 | 20 |
10 | 12.0 | 13.4 | |
10 | |||
600 | 3.4 | ||
0 | 2.0 | ||
0 | |||
300 | |||
-10 | -10 |
0 | -20 | -20 | |||
FY2023 | FY2024 | FY2023 | FY2024 | FY2023 | FY2024 |
Net Income attributable to | Dividend per Share | |||||||
owners of parent | ||||||||
7.3 billion yen | 53 yen | |||||||
billion yen | yen | |||||||
10 | 60 | |||||||
7.3 | 50 | 53 | ||||||
5 | 40 | |||||||
1.9 | ||||||||
0 | 20 | |||||||
-5 | ||||||||
-10 | 0 | |||||||
FY2023 | FY2024 | FY2023 | FY2024 |
*Business profit is a measure of the recurring performance of a business and is calculated by subtracting cost of sales and selling, general and administrative expenses from revenue, and adding or subtracting other income and other expenses that are incurred on a recurring basis.
Annual Sales Volume
500
million cases
FY2024 actual
Number of Brands
about 40 Brands
Number of Products
more than
600
products
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: 2579 March 4, 2025 (Start date of electronic provisioning measures: February 26, 2025)
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
Dear Shareholders,
You are hereby notified of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31, 2024 of Coca-Cola Bottlers Japan Holdings Inc. (the "Company"), which will be held as described hereunder.
The Company has adopted an electronic method of providing the Notice of Convocation of the Ordinary General Meeting of Shareholders for the fiscal year 2024. For the convenience of shareholders, some of the items are provided in writing, but the entire items are posted on the following website as the "Notice of Convocation of the 2024 Ordinary General Meeting of Shareholders."
The Company's website: https://en.ccbj-holdings.com/ir/stockholder/meeting.php
In addition to the above, the information is also available on the following website on the Internet.
TSE website (TSE-listed company information service): https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
* Please access the above TSE website, enter or search for the issue name (company name) or securities code, and select "Basic information" followed by "Documents for public inspection/PR information" to confirm the information.
If you are unable to attend the Meeting in person, you may exercise your voting rights either by writing (by postal mail) or via the Internet, etc. When exercising your voting rights in advance either by writing or via the Internet, etc., please review the Reference Materials for Ordinary General Meeting of Shareholders listed in the matters of Electronic Provisioning Measures and exercise your voting rights by 5:45 p.m., March 25 (Tuesday), 2025.
Sincerely yours,
Calin Dragan
Representative Director & President
9-7-1 Akasaka, Minato-ku, Tokyo
Matters Related to the Exercise of Voting Rights in Writing or via the Internet, etc. | Attendance on the day of the Meeting | |||||||
Exercise of voting rights by | Exercise of voting rights via the | Exercise of voting rights at the | ||||||
writing (by postal mail) in advance | Internet, etc. in advance | Virtual-Only General Meeting of Shareholders | ||||||
Please review the attached Reference Materials for the | Please review the "Instructions on | |||||||
General Meeting of Shareholders, indicate your approval or | Exercising Voting Rights Via the | Review the section "On Attending the | ||||||
disapproval to the proposals on the enclosed proxy voting | Internet, etc." and exercise your | Virtual-Only General Meeting of | ||||||
form, and return it without affixing a postage stamp. | voting rights by the deadline. | Shareholders" and attend the | ||||||
Voting | Voting form must be | Voting | By 5:45 p.m., | Ordinary General Meeting of | ||||
Shareholders on the day. | ||||||||
deadline | arrived by 5:45 p.m., | deadline | March 25 (Tuesday), 2025 | |||||
March 25 (Tuesday), 2025 |
If no indication of approval or disapproval is made on the voting form for a proposal, it will be treated as an indication of approval.
If you exercise your voting rights duplicate in advance, both by writing and via the Internet, etc., the voting via the Internet, etc. shall prevail. In case of multiple voting via the Internet, etc. in advance or both through the personal computer and smartphone, etc. in advance, the last voting shall prevail.
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Date and Time
Meeting Format
Agenda
NOTES
March 26, 2025 (Wednesday) at 10:00 a.m. (log in possible from 9:30 a.m.)
- In the unlikely event that the Ordinary General Meeting of Shareholders cannot be held on the above date and time due to communication problems or other reasons, the General Meeting of Shareholders will be postponed to 10:00 a.m., March 27 (Thursday), 2025.
This Ordinary General Meeting of Shareholders will be held as a general meeting of shareholders without a defined location (virtual-onlygeneral meeting) in accordance with the provisions of the law and the Articles of Incorporation of the Company.
Please attend through our designated website. See the "Instructions on How to Log In to the Virtual-Only General Meeting of Shareholders" described on Page 4 for further information and instructions on attending the Meeting.
The Meeting will be held entirely online using only the Internet. There will be no physical venue for shareholders to attend the Meeting in person.
Items | 1. Business report and consolidated financial statements for the fiscal | |
to be | year ended December 31, 2024 (January 1 to December 31, 2024); | |
reported | and audit reports of consolidated financial statements by Accounting | |
Auditors and the Audit and Supervisory Committee | ||
2. Non-consolidated financial statements for the fiscal year ended | ||
December 31, 2024 (January 1 to December 31, 2024) | ||
Items | Proposal No. 1 | Appropriation of surplus |
to be | Proposal No. 2 | Election of five (5) Directors (excluding Directors |
proposed | serving on the Audit and Supervisory Committee) | |
Proposal No. 3 | Election of four (4) Directors serving on the Audit | |
and Supervisory Committee |
- Please review the "Outline of the policy addressing considerations for the interests of shareholders who have difficulties using the Internet" on Page 7.
- In the event of any modifications to the matters of Electronic Provisioning Measures, we will post the modifications on the respective websites where the information is posted.
- The following matters are posted on the websites of both the Company and the TSE as the matters to be provided electronically. They are not included in the document describing matters to be provided electronically, which is sent to shareholders who have requested delivery of the document in accordance with laws and ordinances and the Articles of Incorporation of the Company. The independent auditor and Audit and Supervisory Committee have audited the documents to be audited, including the following matters.
- "Main Businesses", "Major Locations, etc.", "Status of Employees" and "Major Financial Institutions providing loans to the Company" within "Current Status of the Coca-Cola Bottlers Japan Holdings Group" in the Business Report
- "Accounting Auditor", "The system to ensure business adequacy" and "Basic Policies on the Control of the Joint-Stock Company" under "Current status of the Company" in the Business Report
- "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in Consolidated Financial Statements.
- "Non-consolidatedStatement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" in Non-consolidated Financial Statements.
The Company's Website https://en.ccbj-holdings.com/
2
On Attending the Virtual-Only General Meeting of Shareholders
This general meeting of shareholders will be held exclusively on the Internet, using the virtual-only shareholders' meeting method. Shareholders who wish to participate on the day of the Meeting are requested to attend the Meeting virtually. See the "Instructions on How to Log in to the Virtual-Only General Meeting of Shareholders" on the next page.
-
Date and time:
March 26, 2025 (Wednesday) at 10:00 a.m. (Log in possible from 9:30 a.m.)
Please note that communication problems, such as distorted images and sound or temporary disconnections of the livestream, may arise due to the communication environment.
If the Company determines that the impact of such telecommunications failures and other problems will make it difficult to hold the Ordinary General Meeting of Shareholders, then the Meeting may be postponed or continued a later date as described on page 2 of this Notice of Convocation.
In the unlikely event that it becomes difficult to hold this Ordinary General Meeting of Shareholders, the Company will promptly notify shareholders via the Company's website (https://en.ccbj-holdings. com/).
Any other changes to the operation of this Ordinary General Meeting of Shareholders will also be announced on the Company's website (https://en.ccbj-holdings.com/). - Information required to log in (ID and Password)
In order to view the Meeting, you will need to enter your ID and Password. Please review the enclosed notice. (Refer to the following pages for other required information.)
Log in ID and password
ID
Password
In order to view the Meeting, you will need to enter your ID and Password. Please review the enclosed notice.
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Instructions on How to Log in to the Virtual-Only General Meeting of Shareholders
- Date and time: March 26, 2025 (Wednesday) at 10:00 a.m. (Log in possible from 9:30 a.m.)
- How to log in
- Use the following URL or QR code to access the livestream site https://web.lumiagm.com/163036741
- Meeting ID: 163-036-741
- Set the language to "Japanese" or "English."
- Read the "Notice regarding attendance at the Virtual General Meeting of Shareholders" to the end, check the "I agree to all of the above terms and conditions" box, and click "Accept."
-
Enter your ID and password : Please review the enclosed notice. IDs and passwords are different for each shareholder.
If you have lost your enclosed notice, please contact the "Contact" listed in 6.
Please note that we can reissue the "Notice with ID and Password", but you must apply for it by 5:00 p.m. on Tuesday, March 18, 2025. Please note that we will not be able to reissue the enclosed notice or provide a verbal response after the deadline has passed.
Log in ID
Please enter your ID and password described in the enclosed notice.
Log in password
[Attend Virtual General Meeting of Shareholders]
- Enter your log in ID and password, and then click "Attend Virtual General Meeting of Shareholders." Wait until the start time of March 26, 2025 (Wednesday) at 10:00 a.m.
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Preliminary Arrangements (Submitting Preliminary Questions and Attending by Proxy)
1. Submitting preliminary questions
Questions related to the points on the Meeting Agenda can be submitted in advance. Agenda items that draw significant interest from shareholders will be addressed at the Ordinary General Meeting of Shareholders.
To submit questions in advance, refer to the "Instructions on How to Log in to the Virtual-Only General Meeting of Shareholders" on the previous page and log in during the Period for Accepting Preliminary Questions indicated below.
After logging in, you can submit questions using the "Preliminary Questions" tab from among the buttons on the screen.
You may also submit preliminary questions in writing. Write down your preliminary questions and send them to the postal address given below.
(Period for Accepting Preliminary Questions)
From March 4, 2025 (Tuesday) at 10:00 a.m. to March 19, 2025 (Wednesday) at 5:00 p.m.
(Postal address)
Secretariat of General Meetings of Shareholders Coca-Cola Bottlers Japan Holdings Inc.
Tokyo Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6211
2. Attending by proxy
Shareholders who wish to attend the Ordinary General Meeting of Shareholders by proxy are requested to delegate one (1) other shareholder with voting rights to attend the Meeting in accordance with laws and ordinances and Articles of Incorporation of the Company.
If you wish to attend the Meeting by proxy, you will need to send a "document verifying the delegation of voting rights (letter of proxy)" or similar document to the Company prior to the Meeting. The document should be sent to the contact details given below.
If you would like to download a letter of proxy form, see the "Instructions on How to Log in to the Virtual-Only General Meeting of Shareholders" on the previous page and log in.
After logging in, you can download a letter of proxy form from the "Documents" tab at the far right of the buttons at the top of the screen.
(Submission deadline)
The letter of proxy must have reached us by 5:00 p.m. on March 19, 2025 (Wednesday)
(Send to)
E-mail: [email protected]
Postal address: General Meetings of Shareholders Secretariat Coca-Cola Bottlers Japan Holdings Inc.
Tokyo Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6211
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Important Notes, Etc.
- Exercising your voting rights
- How to exercise your voting rights on the day of the Ordinary General Meeting of Shareholders After logging in to the livestream page on the day of the Meeting, follow the Chairperson's instructions and use the "Exercise of Voting Rights" tab to indicate your approval or disapproval of the agenda items.
-
Exercising voting rights in advance vs. exercising voting rights on the day of the Ordinary General Meeting of Shareholders
If a shareholder who has exercised his/her voting rights in writing (by postal mail) or via the Internet, etc. in advance attends the virtual meeting on the day of the Ordinary General Meeting of Shareholders, the prior exercise of voting rights will be deemed invalid when the vote on the day is confirmed.
If you exercise your voting rights in advance and attend the virtual meeting on the day of the Ordinary General Meeting of Shareholders but the Company is unable to confirm your vote on the day of the Meeting, the Company will treat your prior exercise of voting rights as valid.
- Questions and motions
Shareholders who attend the Virtual-Only General Meeting of Shareholders may submit questions and motions online (registration is carried out by entering text on the website designated by the Company).
Due to the limited time available for questions and to ensure the smooth progression of the Meeting, we ask that each participant submit no more than three questions, at a length of no more than 1,000 characters.
Time constraints and other considerations may make it impossible to answer all questions. In that case, meeting organizers will focus on questions that both relate to the Meeting Agenda of the Ordinary General Meeting of Shareholders and do not overlap with other questions.
Please note that in order to ensure the smooth progression of the Meeting, motions should be limited to 1,000 characters or less per proposal.
3. Policy on measures to counteract communication failures
-
As a measure to counteract communication failures, the Company will use an IT system that offers a high degree of both safety and convenience to shareholders at the time of the Meeting, for example by using more-than-sufficient capacity.
In addition, the Company will allocate specialized staff capable of responding to communication failures on the day of the Ordinary General Meeting of Shareholders. - As a measure to counteract communication and other failures, the Company will prepare backup solutions such as additional connections.
In the event of a communication or other failure, the Meeting will swiftly be moved to such an additional connection, depending on the severity of the failure.
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