［Reasons for appointment of outside directors］○○○−○○−If none of the criteria below apply, the Company considers the director to have sufficient independence.● An employee and/or executive of the Company and/or a subsidiary within the past 10 years● A person and/or executive who had a significant business relationship with the Company within the past 1 year*1● An employee and/or executive of the company who had a significant business relationship with the Company within the past 1 year*1● A consultant, certified public accountant, attorney, etc. who has received significant compensation from the Company other than executive ● An entity or executive thereof who has received a significant donation from the Company within the past 1 year *2● A close relative of any of the above *3*1 If the transaction between the Company and the person and/or the company exceeds 2% of the Companyʼs consolidated revenue in the latest fiscal year, this will be considered significant*2 If the annual amount of compensation or donation to the person/entity exceeds JPY 10 million, this will be considered significant*3 Within the second degree of kinshipOutside DirectorHiroshi YoshiokaAttendanceBoard of Directors 8/8Outside DirectorHiroko WadaAttendanceBoard of Directors 8/8Outside DirectorHirokazu YamuraCategory/NameIndependentDirectorThe Company has appointed Hiroshi Yoshioka as a Director (Outside Director) in order for him to utilize, for the management of the Company, the considerable experiences and global knowledge he has gained thus far at the Coca-Cola bottling company within Japan and Sony Corporation. There is no relationship of special interest between him and the Company, and no risk that conflicts of interest with general shareholders. Therefore, the Company has designated him as an independent director.The Company has appointed Hiroko Wada as a Director (Outside Director) in order for her to utilize, for the management of the Company, the considerable experiences and global knowledge she has gained thus far as officer at The Procter & Gamble Company and as Representative Director at Toys“R”Us Japan Ltd. There is no relationship of special interest between her and the Company, and no risk that conflicts of interest with general shareholders. Therefore, the Company has designated her as an independent director.The Company proposes to appoint Hirokazu Yamura as a Director (Outside Director) with the expectation that he will apply his wealth of management expertise and global understanding obtained as Representative Director & President of Michinoku Coca-Cola Bottling Co., Ltd. While the Company has the business relationship noted below with the corporate group of said company, the transaction value is small and transaction prices and other conditions are conducted under appropriate conditions in the same manner as with other business partners.The Company believes that its free business activities will not be hindered by the corporate group of said company.Accordingly, as there is no risk of significant impact from said company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Relationship with the Company: The Company has a business relationship with Michinoku Coca-Cola Bottling Co., Ltd. that includes buying and selling of products. (Sales, etc.: 0.5% of the consolidated revenue of the Company; Purchasing, etc.: 0.2% of the consolidated revenue of said company)Irial Finan has extensive experience and global insights as a corporate manager, with many years of involvement in the Coca-Cola business as an outside director of a Coca-Cola bottler in Japan, as part of management of The Coca-Cola Company and global bottlers, and as representative of the Bottling Investments Group supervising Coca-Cola bottlers worldwide, and has auditing experiencing as a Director who is an Audit & Supervisory Committee Member of the Company, and a chairman of the Audit & Supervisory Committee. As a director who is an Audit & Supervisory Committee Member of the Company, he is expected to offer advice based on his abundant experience as a global company manager and his knowledge in the field of finance, in areas of important management decisions, response to foreseeable risks, internal control systems, etc.Accordingly, the Company has appointed him as an outside director who is an Audit & Supervisory Committee Member.Celso Guiotoko has abundant management experience and global insights cultivated at Nissan Motor Co., Ltd., and at Nishimoto Wismettac Holdings, Inc., and has experience as a corporate auditor at Nissan Motor Co., Ltd. As a director who is an Audit & Supervisory Committee Member of the Company, he is expected to offer advice based on his abundant experience in company management and his auditing, and his knowledge in the field of IT, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed him as an outside director who is an Audit & Supervisory Committee Member. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Nami Hamada has extensive experience in finance and accounting, including managing a finance-related consulting company herself, and has abundant experience and global insights cultivated on the corporate management team of Lehman Brothers Japan. As a director who is an Audit & Supervisory Committee Member of the Company, she is expected to offer advice based on her abundant experience as a company manager and her knowledge in the field of finance, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed her as an outside director who is an Audit & Supervisory Committee Member. As no special vested interest exists between the individual and the Company, the Company deems that no risk of conflict of interest with general shareholders exists and has appointed the individual as an independent director.Vamsi Mohan Thati serves as President of the Greater China and Mongolia Operating Unit at The Coca-Cola Company. He demonstrates strong leadership in a variety of fields including operations, market execution, and general management at The Coca-Cola Company Bottling Investments Group, and has extensive experience as a corporate executive in business units in the Asian region. As a director who is an Audit & Supervisory Committee Member of the Company, he is expected to offer advice based on his abundant experience as a global company manager, in areas of important management decisions, response to foreseeable risks, internal control systems, etc. Accordingly, the Company has appointed him as an outside director who is an Audit & Supervisory Committee Member.Relationship with the Company: The Company has concluded contracts concerning the production, sales, trademark usage, etc. of Coca-Cola, etc., with The Coca-Cola Company.AttendanceBoard of Directors 8/8Outside Director (Audit & Supervisory Committee member)Irial FinanAttendanceBoard of Directors 8/8Audit and Supervisory Committee 8/8Outside Director (Audit & Supervisory Committee member)Celso GuiotokoAttendanceBoard of Directors 8/8Audit and Supervisory Committee 8/8Outside Director (Audit & Supervisory Committee member)Nami HamadaAttendanceBoard of Directors 8/8Audit and Supervisory Committee 8/8Outside Director (Audit & Supervisory Committee member)Vamsi Mohan ThatiAttendanceBoard of Directors 6/6Audit and Supervisory Committee 5/6compensation within the past 1 year *2Reasons for appointment (Positions etc. are as of the time of appointment)35Corporate GovernanceAppointment of Outside DirectorsThree of the Companyʼs five directors (excluding directors who are Audit & Supervisory Committee Members), and the four directors who are Audit & Supervisory Committee Members, are outside directors.As outside directors, the Company nominates persons who are considered to contribute significantly to increasing the corporate value of the Company. Moreover, if it has been determined through investigation by the Company within the scope of reason that none of the following criteria apply to the Companyʼs outside directors, the Company will deem outside directors to possess sufficient independence from the Company.［Standards for determination of independence of outside directors］
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