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, 2025
Source: MarketScreener
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
Table Contents
Notice of the Ordinary General Meeting of Shareholders for the Fiscal Year Ended December 31, 2025 1
Reference Materials for General Meeting of Shareholders 9
Proposal No. 1 Appropriation of surplus Proposal No. 2 Election of seven (7) Directors
(excluding Directors serving on the Audit and Supervisory Committee)
Proposal No. 3 Amendment of Maximum total
compensation, etc. for Directors (including Directors serving on the Audit and Supervisory Committee)
Business Report 32
Consolidated Financial Statements 69
Financial Statements 96
Audit Report 104
Date and Time
March 26,2026 (Thursday) 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
Virtual-Only General Meeting of Shareholders
Page 4
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 Search
To Our Shareholders
Thank you for your continued understanding and support.
In 2025, we positioned the year as a period to achieve both profit growth and strengthen our foundation. We steadily executed top-line growth strategies focused on profitability and key transformation initiatives. Through these efforts, we built a robust foundation for stable profit growth and sustained our profit-growth trend. As a result, full-year business income reached 24.5 billion yen, an outstanding achievement, more than double the prior year level.
In our Commercial business, under our profitability-focused strategy, we strengthened core categories, expanded sales space across all channels, and implemented effective marketing initiatives. Although price revisions had a negative impact on demand, effective marketing and other measures kept sales volume flat year on year, outperforming the overall market, which saw negative growth. We also implemented two rounds of price revisions and worked to maintain and improve shipment prices. In the vending business, we revamped the assortment system and optimized product selection based on profitability, improving visit frequency and replenishment rates and thereby enhancing operational productivity.
In Supply Chain, we advanced the evolution of our network through more data-driven processes. We promoted the local production for local consumption model, enhanced productivity at each plant, and expanded manufacturing capacity. Furthermore, we introduced a platform to optimize supply planning and further evolve our Sales & Operations Planning process. The launch of integrated distribution centers enabled further inventory consolidation and optimization of our sales and logistics network.
In the Back Office and IT, we worked with NeoArc Inc. to further promote the standardization and automation of business processes, contributing to insourcing and reductions in operational costs.
To realize value co-creation with society, we continued initiatives in water resource conservation and PET bottle recycling in collaboration with customers and government agencies, aiming to reduce environmental impact and expand business opportunities. In container recycling, we expanded horizontal recycling efforts for Bottle-to-Bottle and CAN to CAN by using empty containers collected from recycling boxes installed next to vending machines. We also continued our initiatives that contribute to decarbonization.
With respect to strengthening human capital, under our renewed HR strategy, we worked on two key priorities: strengthening talent and organizational capabilities and fostering a culture that supports employee well-being. Through the promotion of female empowerment, we achieved our target of a 10% female manager ratio earlier than planned. By strengthening talent development and self-improvement programs, average investment per employee in training and skill development increased by 32% year over year. We also advanced initiatives in Diversity, Equity & Inclusion, supported working parents who share childcare responsibilities, and promoted flexible work styles. These and other ESG initiatives have been highly recognized, and we have been selected as a constituent of multiple ESG indices.
In August, we revised our Strategic Business Plan Vision 2028 and launched a new plan, Vision 2030, to further enhance shareholder value. Key initiatives include stronger collaboration with the Coca-Cola (Japan) Company, Limited, clearer accountability across multiple business units, rebuilding the earnings base in the vending business, and delivering the largest shareholder return in our history. Our ambitious 2030 targets include business income of over 80 billion yen and ROIC above 10%.
Shareholder returns have accelerated significantly over the past two years. We announced the largest shareholder return in our history. Reflecting better-than-planned performance, we revised our initial dividend plan upward during the fiscal year and raised the annual dividend per
share by 13% year over year to 60 yen. We also expanded shareholder returns through share repurchases and cancellations. This demonstrates a positive cycle of improved business performance and higher shareholder returns.
Looking ahead to 2026, the important first year of Vision 2030, we position it as a year of great progress toward achieving ambitious long-term goals. We will enhance competitiveness through a business unit-based operating structure and further strengthen our business foundation through ongoing transformation. For the full year, we plan business income of 35.0 billion yen, marking a fourth consecutive year of double-digit billion-yen profit growth. In
line with Vision 2030, we plan to raise the annual dividend by 12 yen to 72 yen, a 20% increase (forecast), and complete a 30-billion-yen share repurchase program by October to further enhance shareholder value through both profit growth and expanded shareholder returns.
We remain committed to providing safe and reliable products that meet diverse customer needs and to realizing our corporate philosophy: Deliver happy moments to everyone while creating value. Through these efforts, we will continue striving for sustainable growth and enhance corporate value.
Calin Dragan
Representative Director & President
Consolidated Financial Highlights (IFRS)
Sales Revenue
893.8 billion yen
Business Income
24.5 billion yen
Operating Income
(72.4 billion yen)
billion yen 900
892.7
893.8
billion yen 25
600 | ||||
300 0 | ||||
20
24.5
billion yen
80
40
15
12.0
13.4
0
(72.4)
10
5 -40
0 -80
FY2024
FY2025
FY2024
FY2025
FY2024
FY2025
Net Income attributable to owners of parent
(50.8 billion yen)
Dividend per Share
60 yen
billion yen 20
7.3
yen
Annual Sales Volume
500
million cases
FY2025 actual
Number of Brands
about 40
Brands
Number of Products
600
more than
products
60 60
0
(50.8)
-20
-40
53
40
20
-60 0
FY2024
FY2025
FY2024
FY2025
*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.
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, 2026 (Start date of electronic provisioning measures: February 26, 2026)
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
Dear Shareholders,
You are hereby notified of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31, 2025 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 2025. 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 2025 Ordinary General Meeting of Shareholders." A video and narration summarizing the business report and consolidated financial statements will be also
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.
posted on the website below as soon as they are ready.
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 (Wednesday), 2026.
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
Voting arrived by 5:45 p.m.,
deadline March 25 (Wednesday), 2026
Please review the attached Reference Materials for the General Meeting of Shareholders, indicate your approval or disapproval to the proposals on the enclosed proxy voting form, and return it without affixing a postage stamp.
Voting form must be
Exercise of voting rights by
writing (by postal mail) in advance
Exercise of voting rights via the
Internet, etc. in advance
Please review the "Instructions on Exercising Voting Rights Via the Internet, etc." and exercise your voting rights by the deadline.
Voting By 5:45 p.m.,
deadline March 25 (Wednesday), 2026
Exercise of voting rights at the
Virtual-Only General Meeting of Shareholders
Review the section "On Attending the Virtual-Only General Meeting of Shareholders" and attend the Ordinary General Meeting of Shareholders on the day.
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.
NOTES
Date and Time | March 26, 2026 (Thursday) 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 (Friday), 2026. | |
Meeting Format | This Ordinary General Meeting of Shareholders will be held as a general meeting of shareholders without a defined location (virtual-only general 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. | |
Agenda | Items to be reported |
|
Items to be proposed | Proposal No. 1 Appropriation of surplus Proposal No. 2 Election of seven (7) Directors (excluding Directors serving on the Audit and Supervisory Committee) Proposal No. 3 Amendment of Maximum total compensation, etc. for Directors (including 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-consolidated Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" in Non-consolidated Financial Statements.
The Company's Websitehttps://en.ccbj-holdings.com/
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, 2026 (Thursday) 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
Password
In order to view the Meeting, you will need to enter your ID and Password. Please review the enclosed notice.
ID
Instructions on How to Log in to the Virtual-Only General Meeting of Shareholders
Date and time: March 26, 2026 (Thursday) 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://meetings.lumiconnect.com/700-067-769-540
* Meeting ID: 700-067-769-540
* If a cookie policy notice appears, please select either "Essential cookies only" or "Accept all cookies."
Set the language to "Japanese" or "English", and then click "Continue."
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 Wednesday, March 18, 2026. Please note that we will not be able to reissue the enclosed notice or provide a verbal response after the deadline has passed.
ID
password
Please enter your ID and password described in the enclosed notice.
[Sign-in]
Enter your ID and password, and then click "Sign-in."
Wait until the start time of March 26, 2026 (Thursday) at 10:00 a.m.
Preliminary Arrangements (Submitting Preliminary Questions and Attending by Proxy)
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 "QUESTIONS" tab located on the left side of 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, 2026 (Wednesday) at 10:00 a.m. to March 18, 2026 (Wednesday) at 5:00 p.m.
(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
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. Therefore, please review the delivery methods and addresses below and send the documents by either email or postal mail. 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 located on the left side of the screen.
(Submission deadline)
The letter of proxy must have reached us by 5:00 p.m. on March 18, 2026 (Wednesday)
(Methods and Address for Submission) Please select the method that is most convenient for you. 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
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 "VOTING" tab on the left side of the screen 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.
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.
To prepare for the event that a communication failure causes a significant disruption in the proceedings, the Company will consult with the Chairperson at the beginning of the Ordinary General Meeting of Shareholders about a resolution to entrust the Chairperson with the authority to postpone the Meeting or continue it at a later date.
If, based on such a resolution, the Chairperson decides to postpone or continue the Meeting at a later date, such information will promptly be posted on the Company's website (https://en.ccbj-holdings.com/) to inform shareholders.
In preparation for possible communication failures, etc., the Company has prepared specific response scenarios, including policies for responding to communication failures, decision-making procedures, and the means of informing shareholders.
In the event of a significant communication failure, the Company will respond based on these scenarios to ensure the smooth operation of the Ordinary General Meeting of Shareholders.
Outline of the policy addressing considerations for the interests of shareholders who have difficulties using the Internet as a means of communication to send and receive information on the agenda of this Ordinary General Meeting of Shareholders
Shareholders who wish to exercise their voting rights but have difficulties using the Internet are requested to exercise their voting rights in writing in advance.
In addition, shareholders who have difficulties using the Internet will be able to follow the proceedings by calling the dedicated number for the teleconference system and receiving the audio transmission. Those who want to use the teleconference system will need to register in advance. Please note that the teleconference system will only allow users to listen to the audio transmission and does not enable the exercise of voting rights. Shareholders who wish to exercise their voting rights are requested to do so in writing in advance.
Please note that telecommunication charges related to the audio transmission are to be borne by the shareholder.
[How to register to use the teleconference system]
Registrations are accepted by telephone or e-mail.
Those who wish to use the teleconference system should call the telephone number below and request to do so or send e-mail, providing shareholder number and name as given on their voting form and their telephone number.
The General Meetings of Shareholders Secretariat will contact them by phone separately to provide additional details.
Registration period: From March 4, 2026 (Wednesday) at 9:00 a.m. to March 18, 2026 (Wednesday) at 5:00 p.m. Telephone: +81 120-245-022 (Virtual-Only General Meeting of Shareholders Help Desk)
E-mail: [email protected]
Other notes
Although the Company will take all reasonable precautions to counteract communications disruptions during the holding of this Ordinary General Meeting of Shareholders, there may be cases where a shareholder is unable to virtually attend the Meeting or exercise their voting rights, etc. due to malfunctions with the personal computer or smartphone used by the shareholder or disruptions to the shareholder's Internet connection.
Please note that the Company shall not be liable for any disadvantages incurred by shareholders as a result of such communication problems.
Please refrain from filming, recording, archiving, or posting the content of the livestream on social media or elsewhere.
This Ordinary General Meeting of Shareholders will be livestreamed in both Japanese and English. Shareholders will be able to switch between Japanese and English on the livestream by listening to simultaneously interpreted audio.
Shareholders will be responsible for all expenses and telecommunications equipment necessary to attend the meeting.
The recommended environments for attending the Virtual-Only General Meeting of Shareholders are as follows.
Computer
Smartphone
Windows
Mac
Android
iOS
OS
Windows 11 or
higher
Latest version of macOS
Android 5 or higher
iOS11 or higher
Browser
Microsoft Edge Google Chrome Mozilla Firefox
Safari
Google Chrome
Safari
Use the latest version of your browser.
A stable internet connection with a minimum speed of 1 Mbps is required. A high-speed Internet connection of at least 5 Mbps is recommended for streaming high-quality video.
Contact
For inquiries regarding attendance at this Ordinary General Meeting of Shareholders, information on how to ask questions, and the system for exercising voting rights, etc.
Virtual-Only General Meeting of Shareholders Help Desk Telephone Number: +81 120-245-022
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9:00 a.m. to 5:00 p.m. on weekdays between March 4, 2026 (Wednesday) and March 25, 2026 (Wednesday)
* Closed on Saturdays, Sundays, and holidays
From 9:00 a.m. until the end of the livestream on the day of the Ordinary General Meeting of Shareholders (including if held on a backup date)
Inquiries about re-issuance of "Notice of ID / Password" required for log in
Sumitomo Mitsui Trust Bank Virtual General Meeting of Shareholders Support Number: +81 120-782-041
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9:00 a.m. to 5:00 p.m. on weekdays between March 4, 2026 (Wednesday) and March 25, 2026 (Wednesday)
* Closed on Saturdays, Sundays, and holidays
From 9:00 a.m. until the end of the livestream on the day of the Ordinary General Meeting of Shareholders (including if held on a backup date)
Reference Materials for General Meeting of Shareholders
Proposal No. 1: Appropriation of surplus
We place the highest priority on paying active and stable dividends.
The year-end dividend is proposed to be as follows, based on the progressive dividend policy of maintaining or increasing the annual dividend, with the annual dividend per share to be maintained or increased each year over the previous year. To enhance the flexibility of the Company's capital policy in response to potential changes in the business environment, we also propose reversing the entire amount of the General Reserve and allocating it to Retained earnings as outlined below.
Year-end dividends
Type of assets to be distributed Cash
Allotment of assets to be distributed and the total amount We propose to pay 32 yen per share of the Company's common stock. In this case, the total amount of dividends will be 5,390,368,576 yen.
As a result, including interim dividends, annual dividends per share will be
60 yen per share, 7 yen more than those of the previous fiscal year.
Effective date of the dividends of surplus
We propose March 30, 2026 as the effective date of the dividends of surplus.
Dividend Policy
Regarding the dividends, our basic policy is to actively and stably return profits to shareholders, and we will pay interim and year-end dividends after comprehensive consideration of business performance, investment for growth, and internal reserves. Under our Strategic Business Plan "Vision 2030", we aim to achieve a consolidated dividend payout ratio of 40% or more, achieved a consolidated dividend on equity (DOE) ratio of 2.5%, and during the relevant period we introduced a progressive dividend, with the annual dividend per share to be maintained or increased each year over the previous year.
Matters Concerning the Disposition of Other Surplus Funds
Items and amounts of decreasing surplus General Reserve : 110,388,000,000 yen
Items and amounts of increasing surplus Retained earnings : 110,388,000,000 yen
FY2025
FY2024
FY2023
28
25
25
32
(Forecast)
28
25
53
50
Interim Year-end (Yen)
60
Reference Dividends
Proposal No. 2:
Election of seven (7) Directors (excluding Directors serving on the Audit and Supervisory Committee)
All five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee) will complete their terms at the end of this Ordinary General Meeting of Shareholders.
To establish a framework that strengthens the achievement of our mid-term management plan "Vision 2030", we would like to request increasing the number of Directors by two (2) and the election of seven (7) Directors (excluding Directors serving on the Audit and Supervisory Committee).
The candidates for Directors (excluding Directors serving on the Audit and Supervisory Committee) are as follows:
No. | Name | Attributes | Current Position and Responsibility in the Company Position Responsibility | |||
1 | Calin Dragan | Reelection | Representative Director | President | ||
2 | Bjorn Ivar Ulgenes | Reelection | Representative Director | Vice President Chief Financial Officer (Head of Finance) | ||
3 | Maki Kado | New election | Executive Officer | Head of Executive Office | ||
4 | Hiroko Wada | Reelection | Outside | Independent | Outside Director | - |
5 | Hirokazu Yamura | Reelection | Outside | Independent | Outside Director | - |
6 | Celso Guiotoko | Reelection | Outside | Independent | Outside Director | - |
7 | Yuki Isogai | New election | Outside | Independent | - | - |
Reference:
Guidelines and Procedures for the Nomination of Candidates for Directors
In nominating Internal Director candidates for the Company, the Company's Board of Directors makes decisions by appropriately evaluating the degree of their contribution and future potential, etc. based on the Company's evaluation system from an independent and objective perspective.
In nominating Outside Director candidates, the Company's Board of Directors nominates those who are deemed likely to make a significant contribution to enhancing the Company's corporate value from an independent and objective perspective.
In addition, in nominating candidates for Directors who will be Audit and Supervisory Committee members, the Company makes sure that it nominates at least one (1) candidate who has appropriate knowledge of finance and accounting.
As for the current procedures for nominating Director candidates, the report of the Nomination and Compensation Committee composed of a majority of Outside Directors, including multiple Independent Outside Directors, is respected, and decisions are made by the Board of Directors, of which seven (7) out of the nine (9) members being Outside Directors. Thus, the Company believes that transparency and fairness are ensured.
Reelection
Candidate No. 1
Calin Dragan
Date of birth: October 24, 1966, 59 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
None | 1,037 *As of December 31, 2025 | 6/6 *Attendance rate: 100% |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
June | 1993 | Joined Coca-Cola Leventis |
January | 2000 | Joined Coca-Cola Hellenic Bottling Company S.A. |
January | 2005 | General Manager and Administrator in charge of Romania and Mordovian Republic, |
Coca-Cola Hellenic Bottling Company S.A. | ||
July | 2011 | Executive Corporate Officer, Coca-Cola West Co., Ltd. |
March | 2012 | Representative Director, Coca-Cola West Co., Ltd. |
Vice President, Coca-Cola West Co., Ltd. | ||
July | 2013 | Representative Director & President, Coca-Cola East Japan Co., Ltd. |
May | 2017 | Regional Director, The Coca-Cola Company Bottling Investments Group |
Regional Director, Coca-Cola Far East Limited | ||
January | 2018 | President, The Coca-Cola Company Bottling Investments Group |
March | 2019 | Executive Officer, Coca-Cola Bottlers Japan Holdings Inc. |
Executive Officer, Coca-Cola Bottlers Japan Inc. | ||
Representative Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) | ||
President, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) | ||
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent) | ||
President, Coca-Cola Bottlers Japan Inc. | ||
January | 2022 | President & Chief Executive Officer, Coca-Cola Bottlers Japan Inc. (incumbent) |
Significant Concurrent Positions
Representative Director, President & Chief Executive Officer, Coca-Cola Bottlers Japan Inc.
Reasons for nomination as candidate for Director
The Company requests the election of Calin Dragan as a Director because of his considerable experience as the Representative Director & President of Coca-Cola Bottling companies within Japan and gained at The Coca-Cola Company, his global business knowledge of Coca-Cola business operations, and how he has exercised leadership in his present position as a Senior General Manager of Business of the Company and Group, to utilize his ability and experience, etc. in the management of the Group.
Reelection
Candidate No. 2
Bjorn Ivar Ulgenes
Date of birth: April 5, 1968, 57 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
Bjorn Ivar Ulgenes is a Representative Director of NeoArc Inc. The Company has business transactions with NeoArc Inc. such as lending working capital to subsidiaries and receiving deposits (cash management system) from subsidiaries and interest payments with NeoArc Inc. | 4,488 *As of December 31, 2025 | 6/6 *Attendance rate: 100% |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
July | 1997 | Joined The Coca-Cola Company |
August | 2005 | Finance Director, North & West Africa Business Unit, The Coca-Cola Company |
May | 2008 | Finance Director & Executive Assistant to the Business Unit President, North & West Africa Business |
Unit, The Coca-Cola Company | ||
June | 2009 | GM Innovation & EA, North & West Africa Business Unit, The Coca-Cola Company |
February | 2010 | Senior Vice President Finance, The Coca-Cola (Japan) Co., Ltd. |
January | 2013 | Finance Director, Central, East & West Africa Group, The Coca-Cola Company |
April | 2016 | Deputy Finance Director, Europe, Middle East & Africa (EMEA) Group, The Coca-Cola Company |
October | 2018 | Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Holdings Inc. |
Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Inc. | ||
November | 2018 | Representative Director & President, Coca-Cola Bottlers Japan Sales Support Inc. |
January | 2019 | Representative Director & President, Coca-Cola Bottlers Japan Business Services Inc. |
February | 2019 | Executive Officer, Coca-Cola Bottlers Japan Holdings Inc. |
Executive Officer, Coca-Cola Bottlers Japan Inc. | ||
March | 2019 | Representative Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) |
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola Bottlers Japan Holdings Inc. | ||
(incumbent) | ||
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent) | ||
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola Bottlers Japan Inc. | ||
December | 2019 | Representative Director & Chairman, Q'SAI CO., LTD. |
January | 2022 | Vice President & Chief Financial Officer and Head of Finance, Coca-Cola Bottlers Japan Inc. (incumbent) |
March | 2022 | Representative Director & Chairman, Coca-Cola Bottlers Japan Business Services Inc. |
November | 2022 | Representative Director, Chairman and President, Coca-Cola Bottlers Japan Business Services Inc. |
(incumbent) | ||
January | 2024 | Representative Director, NeoArc Inc. (incumbent) |
January | 2025 | Representative Director, onEQuest Co., Ltd. (incumbent) |
Significant Concurrent Positions
Representative Director, Vice President, Chief Financial Officer and Head of Finance, Coca-Cola Bottlers Japan Inc.
Representative Director, Chairman and President of Coca-Cola Bottlers Japan Business Service Inc.
Representative Director, NeoArc Inc.
Reasons for nomination as candidate for Director
The Company requests the election of Bjorn Ivar Ulgenes as a Director because of his considerable experience as the Representative Director, Vice President, Chief Financial Officer (Head of Finance) of the Company and gained at The Coca-Cola Company, his global business knowledge of Coca-Cola business operations, and because of how he has exercised leadership in his present position as a Senior General Manager of Business of the Company and Group, to utilize his ability and experience, etc. in the management of the Group.
Representative Director, onEQuest Co. Ltd.
New election
Candidate No. 3
Maki Kado
Date of birth: February 16, 1969, 57 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
Maki Kado is a representative director of Coca-Cola Customer Marketing Co., Ltd. The Company has business transactions with Coca-Cola Customer Marketing Co., Ltd. such as lending working capital to subsidiaries and receiving deposits (cash management system) from subsidiaries and interest payments with Coca-Cola Customer Marketing Co., Ltd. | - *As of December 31, 2025 | - |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
April | 1992 | Joined NEC Corporation |
April | 1996 | Joined United Feature Syndicate Inc. Japan Branch |
May | 2000 | Joined Microsoft Product Development Inc. Japan Branch |
April | 2004 | Joined Microsoft Corporation Inc. (US) Headquarters |
July | 2013 | General Manager of Purchasing, salesforce.com Co., Ltd. |
April | 2014 | Business Manager, Coca- Cola East Japan Co., Ltd. |
December | 2014 | Director, Coca-Cola Business Services Co., Ltd. |
January | 2015 | Representative Director and President, Coca-Cola Business Service Co., Ltd. |
Operating Committee member (Officer), Coca- Cola Cross Enterprise Procurement Group | ||
August | 2015 | Representative Director and President, Coca-Cola Business Sourcing Co., Ltd. |
June | 2016 | Budget Committee Chair (Chief Financial Officer), Coca-Cola Cross Enterprise Procurement Group |
April | 2017 | Executive Officer, Head of Procurement Division, Coca-Cola Bottlers Japan Inc. |
February | 2019 | Executive Officer, Head of Procurement, Coca-Cola Bottlers Japan Inc. |
June | 2019 | Executive Officer, Head of Procurement and Head of Executive Business Management, Coca-Cola Bottlers Japan Inc. |
April | 2020 | Executive Officer, Executive Business Manager, Coca-Cola Bottlers Japan Holdings Inc. |
June | 2021 | Outside Director, Idemitsu Kosan Co., Ltd. |
January | 2023 | Executive Officer, Chief Business Strategy Officer, Coca-Cola Bottlers Japan Inc. (incumbent) |
March | 2023 | Representative Director and President, Coca-Cola Customer Marketing Co., Ltd. (incumbent) |
January | 2024 | Executive Officer, Head of Executive Office, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) |
Executive Officer, President of Food Service Company, Coca-Cola Bottlers Japan Inc. (incumbent) |
Significant Concurrent Positions
President of Food Service Company, Chief Business Strategy Officer, Coca-Cola Bottlers Japan Inc.
Representative Director and President, Coca-Cola Customer Marketing Co., Ltd.
Reasons for nomination as candidate for Director
The Company requests the election of Maki Kado as a Director because of her extensive management experience as an Executive Officer of our company and major subsidiaries. She has lead transformation in management strategy and possesses global experience as Head of Procurement. Furthermore, as President of the Foodservice Company, she possesses extensive management experience and global insights within the Coca-Cola business, including advancing negotiations with major domestic clients. She continues to demonstrate leadership as part of the management team of our company and the Group.
Reelection
Outside Independent
Candidate No. 4
Hiroko Wada
Date of birth: May 4, 1952, 73 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
None | - *As of December 31, 2025 | 6/6 *Attendance rate: 100% |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
April | 1977 | Joined Procter & Gamble Sunhome Co., Ltd. |
January | 1998 | Vice President, In charge of Corporate New Ventures, Asia, The Procter & Gamble Company (U.S.) |
March | 2001 | Representative Director & President, Dyson Ltd. |
April | 2004 | Representative Director, President & COO, Toys"R"Us-Japan, Ltd. |
November | 2004 | Representative, Office WaDa (incumbent) |
May | 2009 | Outside Director, Aderans Holdings Co., Ltd. |
June | 2016 | Outside Director, Shimadzu Corporation |
March | 2019 | Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) |
Outside Director (Audit & Supervisory Committee Member), Unicharm Corporation |
Significant Concurrent Positions
Representative, Office WaDa
Reasons for nomination as candidate for Outside Director and overview of expected roles
The Company requests the election of Hiroko Wada as a Director (Outside Director) in the expectation that she will utilize, for the management of the Company, the considerable experience and global knowledge she has gained thus far as officer at The Procter & Gamble Company and as Representative Director at Dyson Ltd. and Toys"R"Us-Japan Ltd.
Reelection
Outside Independent
Candidate No. 5
Hirokazu Yamura
Date of birth: September 28, 1977, 48 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
Hirokazu Yamura is Representative Director & President of Michinoku Coca-Cola Bottling Co., Ltd. The Company has business relations in product trading, etc. with Michinoku Coca- Cola Bottling Co., Ltd. (Sales etc. 0.5% of the Company's net sales; Purchases etc. 1.6% of the net revenues of Michinoku Coca-Cola Bottling Co., Ltd.) | - *As of December 31, 2025 | 6/6 *Attendance rate: 100% |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
October | 2006 | Joined Michinoku Coca-Cola Bottling Co., Ltd. |
February | 2009 | Director, Michinoku Coca-Cola Bottling Co., Ltd. |
March | 2012 | Managing Director, Michinoku Coca-Cola Bottling Co., Ltd. |
March | 2013 | Senior Managing Director, Michinoku Coca-Cola Bottling Co., Ltd. |
March | 2014 | Representative Director & President, Michinoku Coca-Cola Bottling Co., Ltd. (incumbent) |
March | 2020 | Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) |
Significant Concurrent Positions
Representative Director & President, Michinoku Coca-Cola Bottling Co., Ltd.
Reasons for nomination as candidate for Outside Director and overview of expected roles
The Company requests the election of Hirokazu Yamura as a Director (Outside Director) in expectation that he will utilize, for the management of the Company, the considerable experience and knowledge he has gained in management and as Representative Director & President at Michinoku Coca-Cola Bottling Co., Ltd.
Reelection
Outside Independent
Candidate No. 6
Celso Guiotoko
Date of birth: January 3, 1959, 67 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
None | - *As of December 31, 2025 | 6/6 *Attendance rate: 100% |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
December | 1983 | Joined Banco Bradesco SA |
January | 1985 | Senior Manager, Arthur Andersen (Accenture) |
March | 1996 | System Director, Toshiba America Electronic Components, Inc. |
December | 1997 | Solution Service Vice President, i2 Technologies Japan, Inc. |
May | 2004 | Vice President & CIO (Chief Information Officer), Nissan Motor Co., Ltd. |
April | 2006 | Corporate Vice President & CIO, Nissan Motor Co., Ltd. |
April | 2014 | Senior Corporate Vice President & CIO, Nissan Motor Co., Ltd. |
June | 2017 | Statutory Auditor, Nissan Motor Co., Ltd. |
March | 2019 | Outside Director (Audit & Supervisory Committee Member), Coca-Cola Bottlers Japan Holdings Inc. |
Executive Officer and Global Chief Digital Officer, Nishimoto Co., Ltd. | ||
March | 2020 | Director and Global Chief Digital Officer, Nishimoto Co., Ltd. |
March | 2023 | Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent) |
January | 2024 | Director, NeoArc Inc. (incumbent) |
April | 2024 | Senior Managing Executive Officer, Chief Information Officer (CIO) and Chief Information Security |
Officer (CISO), JERA Co., Inc. (incumbent) |
Significant Concurrent Positions
Director, NeoArc Inc.
Senior Managing Executive Officer, CIO and CISO, JERA Co., Inc.
Reasons for nomination as candidate for Outside Director
The Company requests the election of Celso Guiotoko as a Director (Outside Director) in the expectation that he will utilize, for the management of the Company, the considerable experience and global knowledge he has gained thus far at Nissan Motor Co., Ltd. ("Nissan"), Nishimoto Co., Ltd. as well as JERA Co., Inc.
New election
Outside Independent
Candidate No. 7
Yuki Isogai
Date of birth: August 13, 1975, 50 years old
Relationship of special interest in the Company | No. of Company Shares Owned | Attendance at Board of Directors meetings |
None | - *As of December 31, 2025 | - |
Brief Personal Profile, Position and Responsibility in the Company, and Significant Concurrent Positions
September | 2002 | Joined Kintetsu International Express |
February | 2005 | Joined International Development Center of Japan (IDCJ) |
October | 2006 | Economic Cooperation Coordinator, Embassy of Japan in Ethiopia |
November | 2008 | Private Sector Development Specialist, The World Bank |
March | 2011 | Joined PricewaterhouseCoopers Aarata |
July | 2018 | Partner, PricewaterhouseCoopers Aarata LLC |
July | 2020 | Sustainability Center of Excellence Technical Lead Partner, PricewaterhouseCoopers Aarata LLC |
July | 2022 | Sustainability Center of Excellence Lead Partner, PricewaterhouseCoopers Aarata LLC |
August | 2024 | Chief Sustainability Officer, Japan Activation Capital Inc. |
October | 2025 | Founder/CEO, Earth Nest LLC (incumbent) |
Significant Concurrent Positions
Founder/CEO, Earth Nest LLC
Reasons for nomination as candidate for Outside Director and overview of expected roles
The Company requests the election of Yuki Isogai as a Director (Outside Director) in the expectation that her significant experience and global expertise in the sustainability field, gained at The World Bank, PricewaterhouseCoopers Aarata LLC (now PricewaterhouseCoopers Japan LLC) and Japan Activation Capital Co., Ltd. Currently, she has established Earth Nest LLC and serves as its Founder/CEO, providing broad support for the realization of sustainability management. She is expected to contribute her extensive experience and insights in sustainability management to the management of the Group.
Notes:
Company names listed in the personal profile reflect business names at time of employment.
The Company has entered into officers' liability insurance agreements with Calin Dragan, Bjorn Ivar Ulgenes, Hiroko Wada, Hirokazu Yamura and Celso Guiotoko as insureds, whose insurance premiums are fully borne by the Company, and if their elections are approved, said agreements shall be renewed. In addition, if the election of Maki Kado and Yuki Isogai is approved, the Company plans to conclude the said agreement with them as insured persons. The agreement will outline that, in the event of a claim for damages by a shareholder, the Company, an employee or another third party during the insurance period arising from an act done by the insureds in relation to their work as the Company's officers, such compensation for damages and legal expenses, etc. shall be compensated.
The Company has entered into agreements for limitation of liability with Hiroko Wada, Hirokazu Yamura and Celso Guiotoko, and if their elections are approved, said agreements shall remain in effect. In addition, if the election of Yuki Isogai is approved, the Company plans to conclude the said agreement with her. The agreement will outline that in cases where the Directors (excluding Executive Directors, etc.) have caused damages to the Company due to non-performance of their duties and yet they are bona fide and there is no gross negligence from them in performing their duties, they shall be liable for the damages to the limit of minimum liability set forth in Article 425, Paragraph 1 of the Companies Act.
Hiroko Wada, Hirokazu Yamura, Celso Guiotoko and Yuki Isogai are candidates for Outside Director.
Shimadzu Corporation, for which Hiroko Wada serves as an Outside Director, announced that its subsidiary Shimadzu Medical Systems Corporation had been found to have engaged in inappropriate conduct related to maintenance and inspection services for X-ray equipment installed at medical institutions with which the company does business in September 2022. In February 2023, the Company announced that it would promptly formulate and implement specific measures to prevent recurrence, based on an analysis of the causes and recommendations regarding the measures to prevent recurrence from an external investigation committee. Subsequently, in August 2023, the Company announced that the Kyushu Branch Kumamoto Office of Shimadzu Medical Systems Corporation had received a business improvement order from Kumamoto Prefecture.
Hiroko Wada has fulfilled her responsibilities such as by providing regular suggestions from the standpoint of legal compliance at the Board of Directors meetings, etc. In addition, after becoming aware of these problems, she has fulfilled her responsibilities such as by providing suggestions of ensuring legal compliance and making recommendations as appropriate for efforts to prevent recurrence.
Hiroko Wada, Hirokazu Yamura and Celso Guiotoko are incumbent Outside Directors of the Company. At the conclusion of this General Meeting of Shareholders, Hiroko Wada and Celso Guiotoko have assumed the office as Outside Director for seven (7) years, and Hirokazu Yamura has assumed the office as Outside Director for six (6) years.
The Company has submitted a notice to Tokyo Stock Exchange, Inc., on which the Company is listed, that Hiroko Wada and Celso Guiotoko are "Independent Directors" in accordance with the rules, etc. of the said securities exchange. If their elections are approved, they will continue to be Independent Directors. Furthermore, if each of the election of Hirokazu Yamura and Yuki Isogai is approved, the Company plans to submit a notice to Tokyo Stock Exchange, Inc. on which the Company is listed, that Hirokazu Yamura and Yuki Isogai are "Independent Directors" in accordance with the rules, etc. of said securities exchange.
Proposal No. 3:
Amendment of Maximum total compensation, etc. for Directors (including Directors serving on the Audit and Supervisory Committee)
Your approval is requested to amend the compensation system for Directors in order to further strengthen its commitment to the growth strategies and results set out in its new medium-term management plan, "Vision 2030", and to promote management with an even greater awareness of shared value with shareholders, in line with "Compensation policy and process for determining the policy". (Please refer to "a. Compensation policy and process for determining the policy" of "Reference: Officer compensation, etc." on pages 26 of this notice of convocation).
Amendment of calculation method for stock-based compensation (PSU)
Modification of timing of vesting of stock-based compensation (RSU) on retirement, etc.
Expansion of recipients of stock-based compensation, in line with "Practical Guidelines for Corporate Governance System" issued by Ministry of Economy, Trade and Industry (METI)
Amendment of Maximum total compensation, etc., for Directors due to Proposal No. 2 "Election of seven (7) Directors (excluding Directors serving on the Audit and Supervisory Committee)", and the amendments of the items described above as well as the compensation level.
For these details, please refer to "Background of Amendment and Details" on pages 20 through 23 of this notice of convocation, and for an overview of how the officer compensation system will be updated if this proposal is approved and resolved as originally proposed, please refer to "b. Details on compensation for Executive Directors and Executive Officers" and "c. Details on compensation for Outside Directors not serving on the Audit and Supervisory Committee" of "Reference: Compensation of Corporate Officers" on pages 27 through 29 of this notice of convocation..
At the meeting of the Company's Board of Directors held on February 13, 2026, it was resolved that, subject to approval of this Proposal, the Company's policy for determining the details of individual director compensation, etc., be modified as described in "Reference: Compensation of Corporate Officers" on pages 26 through 29 of this notice of convocation. The Company believes that this Proposal is appropriate because it is designed to align with that policy and has been deliberated by the Nomination and Compensation Committee, which comprises a majority of Outside Directors, including multiple Independent Outside Directors, in order to ensure the appropriateness, objectivity, and transparency of Director compensation.
=Details of Proposal No. 3 =
[Background of Amendment and Details]
At the FY2019 Ordinary General Meeting of Shareholders held on March 26, 2020, the amount of compensation, etc., of the Company's Directors (excluding Directors serving on the Audit and Supervisory Committee) was approved to be "up to 850 million yen per year (including 50 million yen per year for Outside Directors)." The Company has granted base salary to Directors (excluding Directors serving on the Audit and Supervisory Committee) and annual variable pay to Directors (excluding Directors serving on the Audit and Supervisory Committee and Outside Directors; "Executive Directors") as monetary compensation within that approved limit.
In addition, at the FY2022 Ordinary General Meeting of Shareholders held on March 28, 2023, the Long-Term Incentive (stock-based compensation), consisting of the Performance Share Unit plan ("PSU") and the Restricted Stock Unit plan ("RSU"), was also approved for Executive Directors, up to a maximum contribution by the Company of 2,880 million yen in total over three fiscal years in principle, with the upper limit of the total number of shares of the Company or cash equivalent ("Company Shares, etc.") to be vested to Executive Directors ("Vesting, etc.") for the three fiscal years being equivalent to 1,800,000 points (1,800,000 shares when converted at one point to one share of the Company's common stock).
The amount of compensation, etc., of Directors serving on the Audit and Supervisory Committee was approved to be "up to 100 million yen per year" at the FY2015 Ordinary General Meeting of Shareholders held on March 23, 2016, and the Company has granted base salary to those Directors as monetary compensation within that approved limit.
The Company will amend as follows in order to further strengthen its commitment to the growth strategies and results set out in its new medium-term management plan, "Vision 2030", and to promote management with an even greater awareness of shared value with shareholders,
Amendment of compensation level
The Company's Decision Policy for Director Compensation, etc. stipulates that it should maintain a "compensation level and structure that enable hiring and retaining high-quality talent from the perspective of diversity of nationalities and experiences." In order to achieve the growth strategy set out in "Vision 2030", the Company has decided to redefine competitive compensation levels with reference to data from a market survey of compensation at similarly sized companies in Japan and overseas by an independent external professional organization, as well as compensation levels of Coca-Cola System Group companies around the world.
Amendment of calculation method for annual variable pay and stock-based compensation (PSU)
In order to further increase its commitment to carrying out "Vision 2030", the Company will amend to be more performance-based calculation method for annual variable pay and PSU as follows.
Annual variable pay : Compensation that varies within a specified percentage range of the annual variable pay base amount, depending on the level of achievement of the Company's performance targets for the relevant fiscal year. (For reference, the updated Decision Policy for Director Compensation, etc. provides for variation within a range of 0-200%.)
PSU : An amount that varies within a range of 0-200% of the PSU base amount, depending on the level of achievement of the Company's performance targets over a three-year period.
Abolition of reserved retirement payment for Executive Directors and modification of the timing of vesting of stock-based compensation (RSU) upon retirement, etc.
With the aim of strengthening the link between performance and the compensation system for directors, and in line with recent market trends, the Company will abolish the reserved retirement payment, and will pay the reserved amount of compensation corresponding to the period of service from the start of accumulation until the end of this Ordinary General Meeting of Shareholders to the two Executive Directors who are eligible for this compensation upon abolition of the system. The specific timing and method of payment are expected to be determined by the Board of Directors.
The Company also proposes to change the timing of the vesting of RSUs so that they will be vested after the end of three consecutive fiscal years (the "Applicable Period") in principle, instead of upon resignation as a Director. The Company Shares, etc. corresponding to the accumulated points, for which the Applicable Period has already been completed under RSU since the introduction of the system in 2020, will be vested to the two Executive Directors who are eligible for this compensation upon this modification of the system. The Company proposes that the specific timing and method of payment be delegated to the Board of Directors.
These systems are abolished and modified in line with the Company's Decision Policy for Director Compensation, etc., which provides for a "compensation composition ratio emphasizing performance-linked compensation, resulting in providing sufficient incentives for profitable growth."
In addition, taking into comprehensive consideration the impact of the abolition and modification of these systems (changes in the economic value of compensation, etc., including the impact of changes in tax treatment), the two Executive Directors eligible for these systems will be paid an adjustment amount in the form of a grant of special RSUs, in addition to the regular grant of RSUs, within the total amount of stock-based compensation (RSU) to Directors (excluding Outside Directors and Directors serving on the Audit and Supervisory Committee) after the amendment to be approved at this Ordinary General Meeting of Shareholders. The Company believes that by making such adjustments through RSU, it will be able to "further improve medium- to long-term corporate value and reinforce alignment of interests with the shareholders" as stipulated in the Company's Decision Policy for Director Compensation, etc.
Expansion of recipients of stock-based compensation
So far, the stock-based compensation has been granted to Executive Directors only, but in order to deliberate the further promotion of management with an awareness of sharing value with shareholders, the recipients of the stock-based compensation will be expanded to all Directors (including Executive Directors, Outside Directors, and Directors serving on the Audit and Supervisory Committee).
The introduction of stock-based compensation for Directors other than Executive Directors is also in line with the "Practical Guidelines for Corporate Governance Systems" issued by METI, which indicate that, with respect to the compensation of Outside Directors, granting stock-based compensation with a fixed number of shares not subject to performance conditions - in addition to fixed compensation - may be considered from the perspectives of fostering a sense of ownership as members of the Board and providing appropriate incentives.
The specific details and its introduction timing are expected to be determined by the Board of Directors, within the outline of "c. Details on compensation for Outside Directors not serving on the Audit and Supervisory Committee" of "Reference: Officer compensation, etc." on pages 29 of this notice of convocation.
Maximum total compensation and details for Directors
The current number of Directors (excluding Directors serving on the Audit and Supervisory Committee) is five (including three Outside Directors). If Proposal No. 2 is approved and resolved as originally proposed, the number of Directors (excluding Directors serving on the Audit and Supervisory Committee) will become seven (including four Outside Directors).
The current number of Directors serving on the Audit and Supervisory Committee is four, which will not change at the conclusion of this Ordinary General Meeting of Shareholders.
With this increase of number as well as the items to be amended as described, your approval is requested to amend the amount and details of the different types of compensation, etc., of Directors of the Company as follows. More than 75% of incremental values in each type of compensation of Executive Directors are due to "3. Abolition of reserved retirement payment for Executive Directors and modification of the timing of granting of stock-based compensation (RSU) upon retirement, etc.". Note that the following focuses on the upper bound of the variable compensation, which is payable when the highest level of performance is achieved, and therefore it is not the case that the entire amount of compensation will be paid out every year. In the event of poor performance, the variable element of compensation is structured to decrease significantly. The payment of compensation, etc., under this system will be determined by comprehensive consideration of the Executive Directors' contribution to the Company and other factors, and it is believed that the details of the compensation, etc., are reasonable.
The total amount of monetary compensation for all Directors (excluding Directors serving on the Audit and Supervisory Committee) is to be 3,300 million yen per year (including up to 100 million yen per year for Outside Directors).
Stock-based compensation (PSU and RSU)Maximum amount of money to be contributed by the Company
See "Maximum amount of money contributed by the Company" in "Details of Stock-Based Compensation (PSU and RSU)" below.
Maximum number of the Company Shares, etc. to be Vesting, etc. to the eligible Directors
See "Method of Vesting, etc. of Company Shares, etc. to the Eligible Directors" in "Details of Stock-Based Compensation (PSU and RSU)" below.
Details of stock-based compensation (PSU and RSU)
The details of stock-based compensation (PSU and RSU) will be amended as described in "Details of Stock-Based Compensation (PSU and RSU)" below. The details of the stock-based compensation (PSU and RSU) are, in principle, the same as the content of the stock-based compensation (PSU and RSU) approved as Proposal No. 5 at the FY2022 Ordinary General Meeting of Shareholders held on March 28, 2023, with the exception of the amendment of the PSU calculation method, modification of the timing of RSU payments, and expansion of RSU recipients.
The special RSUs to be granted on the abolition and modification of the systems described in Section 3 above are also planned to be granted within the above stock-based compensation limits.
As a measure in conjunction with the amendment of the details of the stock-based compensation pursuant to item(ⅱ) above, the Company Shares, etc. corresponding to the accumulated points for which the Applicable Period has already been completed under the pre-amendment stock-based compensation (RSU), will be vested to the two Executive Directors who are eligible for this compensation. The Company proposes that the specific timing and method of payment be delegated to the Board of Directors.
Image of items of incremental values
Increase in the number of internal directors etc.
Amendment of
compensation level etc.
Abolishment of reserved retirement
payment for Executive Directors and modification of timing of granting of stock-based compensation (RSU) on retirement, etc.
Current
Incremental
(Images illustrated based on the averages of incremental portions in monetary and stock-based compensation)
[Details of Stock-Based Compensation (PSU and RSU)] (Key amendments are underlined)
Outline of PSU and RSU
The long-term incentives (stock-based compensation) consists of PSU and RSU (collectively, the "Plan"). The recipients of PSU are Executive Directors ("PSU Eligible Directors"), and the recipients of RSU are all Directors ("RSU Eligible Directors", including Executive Directors, Outside Directors, and Directors serving on the Audit and Supervisory Committee) The PSU Eligible Directors and RSU Eligible Directors are collectively referred to as "Eligible Directors".
Under the Plan, Company shares are acquired through a trust established by the Company using funds contributed by the Company as compensation for Eligible Directors, and such Company Shares, etc. are Vesting, etc. in the Eligible Directors.
Maximum amount of money contributed by the Company
The trust period of the Plan is three years from May 2026 (planned) to May 2029 (planned).
The Company shall contribute a total of 6,803 million yen in trust money for the trust period to Executive Directors and Outside Directors (excluding Directors serving on the Audit and Supervisory Committee; including up to 21 million yen to Outside Directors), and a total of 21 million yen over three fiscal years to Directors serving on the Audit and Supervisory Committee, and shall make a trust in which the Eligible Directors who meet the beneficiary requirements are the beneficiaries ("Trust").
The Trust acquires the Company's shares on the stock market or from the Company using the money held in the trust in accordance with the instructions of the Trust administrator. During the trust period, the Company shall grant points to the Eligible Directors (as described in (ⅲ) below). The Trust will vest shares of the Company equivalent to points.
At the expiration of the trust period, the Trust may be continued by changing the trust agreement in place of establishing a new Trust. In that case, the trust period of the Trust will be extended for the same period as the initial trust period, and the Company will make additional contributions to the extended trust period within a total of 6,803 million yen to Executive Directors and Outside Directors (excluding Directors serving on the Audit and Supervisory Committee; including up to 21 million yen to Outside Directors), and a total of 21 million yen over three fiscal years to Directors serving on the Audit and Supervisory Committee and will continue to grant points to the Eligible Directors and vest the Company Shares, etc. during the extended trust period. However, if Company shares remain in the trust assets as of the last day of the trust period immediately prior to its extension (excluding shares of the Company corresponding to points granted to Eligible Directors that have not been Vesting, etc.), together with any remaining cash ("Residual Shares, etc."), the total amount of remaining shares, etc. and the additional trust amount shall be within6,803 million yen in total for Executive Directors and Outside Directors (excluding Directors serving on the Audit and Supervisory Committee), including up to 21 million yen to Outside Directors, and within 21 million yen for Directors serving on the Audit and Supervisory Committee. This extension of the trust period is not limited to one time, and the trust period may be re-extended thereafter.
In addition, even in the event of termination of the Trust, if an Eligible Director who may satisfy the beneficiary requirements is in office at the expiration of the trust period, the Trust may not be terminated immediately, but the trust period may be extended until the Eligible Director retires and the vesting of the Company Shares, etc. is completed. However, in that case, no new points will be granted to the Eligible Director.
Method of Vesting, etc. of Company Shares, etc. to the Eligible Directors
Executive Directors shall be granted points calculated in accordance with the following point calculation formulas for PSU and RSU. Outside Directors and Directors serving on the Audit and Supervisory Committee shall be granted points calculated in accordance with the following point calculation formulas for RSU.
Impact of abolition and modification of the compensation system (including changes in tax treatment and other substantial variation in the economic value of compensation)
Additionally, RSUs ("Special RSU") may be separately granted to Executive Directors as part of RSU to compensate for the impact of the abolition of the compensation system and change of timing of granting compensation (including changes in tax treatment and other substantial variation in the economic value of compensation) and for retention purposes.
Points granted accumulate annually, and the number of shares or other securities to be Vesting, etc. is determined based on the number of points accumulated ("Accumulated Points"), at one share of the Company's common stock per point. However, if an event occurs during the trust period in which it is deemed fair to adjust points such as a stock split or reverse stock split of the Company's shares, the number of shares of the Company per point will be adjusted according to the split ratio, reverse split, etc.
Performance Share Unit Plan (PSU)
After the start of each Applicable Period, base points are awarded, and after the end of the Applicable Period, "Performance-Linked Points" are granted to PSU Eligible Directors, which are calculated based on the degree of achievement of performance targets for the Applicable Period.
˂˂Calculation formula for Performance-Linked Points˃˃
Base points (base amount by roles and responsibilities ÷ stock price*1) × performance-linked coefficient*2
Restricted Stock Unit Plan (RSU)
After the start of each Applicable Period, "Fixed Points" will be granted according to the size of roles and responsibilities of RSU Eligible Directors calculated based on the following point calculation formula in principle.
˂˂"Fixed Point" calculation formula˃˃
Base amount by roles and responsibilities*3 ÷ stock price*1
*1 Average closing price of the Company's common stock on the Tokyo Stock Exchange, Inc. in the previous month with the calculation date shall be the day before the date of the Ordinary General Meeting of Shareholders of the Company held in the first fiscal year of each target period.
*2 The performance-linked coefficient varies between 0% and 200% depending on the achievement of performance targets (ROE and sales) during the Applicable Period.
*3 In case of the Special RSU, an additional amount on top of the base amount by roles and responsibilities will be
granted if necessary.
Maximum number of points, etc. that will be vested, etc. to Eligible Directors (excluding Directors who are Audit and Supervisory Committee members) will be the equivalent of 2,612,000 points over fiscal years to Executive Directors and Outside Directors (including up to 12,000 points to Outside Directors. 2,612,000 shares when converted 1 point to one share of the Company's common stock (including up to 12,000 shares to Outside Directors)), and be the equivalent of 12,000 points over fiscal years to Directors who are Audit and Supervisory Committee members (12,000 shares when converted 1 point to one share of the Company's common stock). Within this maximum above, the adjustment for the past RSU will also be made in this fiscal years.
The total number of shares of the Company acquired by the Trust is limited to the number of shares corresponding to such number of points.
Timing of Vesting, etc. of Company Shares, etc. to Eligible Directors
In principle, the timing of the vesting of the Company Shares, etc. related to PSU and RSU will be after the end of the Applicable Period.
Eligible Directors who meet the beneficiary requirements shall be vested with Company shares corresponding to the Accumulated Points calculated in accordance with (ⅰ) above after the end of the Applicable Period in principle. In this case, the Eligible Director shall be vested with Company shares equivalent to a certain percentage of the Accumulated Points, and the remaining number of shares of the Company corresponding to the remaining percentage shall be exchanged for value within the Trust and receive a monetary benefit equivalent to the exchange disposal proceed.
Malus and Claw Back System in the Plan
In the event of a serious fraud or violation of the Eligible Directors, the Eligible Directors may confiscate the beneficial rights of the shares to be vested under the Plan (malus) and demand the return of money equivalent to the vested shares, etc., (claw back).
Voting rights related to the Company's shares
To ensure neutrality in management, voting rights shall not be exercised for the Company's shares in the Trust during the applicable period.
Other details of the Plan
Other matters related to the Plan shall be determined by the Board of Directors.
[Reference: Officer compensation, etc.]
On February 13, 2026, the Board of Directors resolved, subject to the approval of this Proposal, to amend, as set out below, the policy for determining the content of Directors' compensation, etc.
a. Compensation policy and process for determining the policy
Basic policy on compensation for Executive Directors and Executive Officers
Compensation level and structure that enable hiring and retaining high-quality talents from the perspective of diverse nationalities and experiences.
Compensation composition ratio emphasizing performance-linked compensation, resulting in providing sufficient incentives for profitable growth.
Introduction of a system to further improve medium- to long-term corporate value and reinforce alignment of interests with the shareholders.
Supervisory Officers (Directors serving on the Audit and Supervisory Committee and Outside Directors not serving on the Audit and Supervisory Committee)
The compensation level and structure that is appropriate as roles in managerial supervision and audit.
Process for determining the policy
The policy for determining compensation for Officers, etc., shall be determined upon deliberation by the Nomination and Compensation Committee and approval by the Board of Directors.
The current policy (policy for determining compensation for Directors, etc.) has been resolved by the Board of Directors on February 9, 2023, and February 13, 2025, and August 1, 2025.