Coca-Cola HBC: Announcement of the annual general meeting

Coca-Cola HBC AG

Announcement of the annual general meeting to be held on 21 June 2016

 

Zug, Switzerland – 19 May 2016 – The board of directors of Coca-Cola HBC AG (the "Board of Directors") convenes the Annual General Meeting on 21 June 2016.

The Board of Directors of Coca-Cola HBC AG ("Coca-Cola HBC") has resolved to convene the Annual General Meeting ("AGM") to be held on Tuesday, 21 June 2016 at 11:00am CET, at Hochschule Luzern Wirtschaft Institut für Finanzdienstleistungen Zug IFZ, Grafenauweg 10 (the entrance for guests is at Grafenauweg 8), 6300 Zug, Switzerland.

The Board of Directors proposes to elect Messrs. Ahmet C. Bozer, William W. Douglas III, Reto Francioni and Robert Ryan Rudolph as new members of the Board of Directors, succeeding Messrs. George A. David, Irial Finan, Sir Michael Llewellyn Smith and Nigel Macdonald who will retire from the Board of Directors at the AGM, further details of which were announced separately on 17 May 2016. The Board of Directors believes that Messrs. William W. Douglas III and Reto Francioni qualify as independent under the criteria set forth in the UK Corporate Governance Code. The AGM will also resolve on the proposed dividend of EUR 0.40 per share out of the general capital contribution reserve (capped at an amount of CHF 200,000,000), which was initially announced on 19 February 2016 and further details of which were announced separately on 17 May 2016. In addition, the Board of Directors proposes to reduce the share capital of Coca-Cola HBC by CHF 20,100,000 from CHF 2,466,546,689.90 to CHF 2,446,446,689.90 by cancelling 3,000,000 treasury shares. The AGM agenda items are set out in the summary below.

Agenda of the AGM

In summary, the AGM will have the following agenda and include the following proposals by the Board of Directors.

1. Receipt of the 2015 integrated annual report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements
2. Appropriation of available earnings and reserves / declaration of dividend

2.1                Appropriation of available earnings

2.2                Declaration of a dividend from reserves

3.     Discharge of the members of the Board of Directors and the members of the Operating Committee

4.     Election of the Board of Directors, the Chairman of the Board of Directors and the Remuneration Committee

4.1       Current members of the Board of Directors

4.1.1            Re-election of Anastassis G. David as a member of the Board of Directors and election as the Chairman of the Board of Directors (in a single vote)

4.1.2            Re-election of Antonio D'Amato as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

4.1.3            Re-election of Alexandra Papalexopoulou as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

4.1.4            Re-election of Olusola (Sola) David-Borha as a member of the Board of Directors

4.1.5            Re-election of Anastasios I. Leventis as a member of the Board of Directors

4.1.6            Re-election of Christodoulos Leventis as a member of the Board of Directors

4.1.7            Re-election of Dimitris Lois as a member of the Board of Directors

4.1.8            Re-election of José Octavio Reyes as a member of the Board of Directors

4.1.9            Re-election of John P. Sechi as a member of the Board of Directors

4.2       New members of the Board of Directors

4.2.1            Election of Ahmet C. Bozer as a member of the Board of Directors

4.2.2            Election of William W. Douglas III as a member of the Board of Directors

4.2.3            Election of Reto Francioni as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

4.2.4            Election of Robert Ryan Rudolph as a member of the Board of Directors

5.      Election of the independent proxy

6.       Election of the auditors

6.1              Re-election of the statutory auditor

6.2              Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes

 7.       Advisory vote on the UK remuneration report

8.        Advisory vote on the Swiss remuneration report

9.        Advisory vote on the remuneration policy

10.      Approval of the remuneration of the Board of Directors and the Operating Committee

10.1            Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting

10.2            Approval of the maximum aggregate amount of remuneration for the Operating Committee for the next financial year

11.         Approval of a share capital reduction by cancelling treasury shares.

The formal notice of the AGM, including a full description of the items of the agenda and the proposals of the Board of Directors, has been published today in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt). A circular incorporating the formal notice of the AGM is sent to all registered shareholders. It has also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morning­star.co.uk/uk/NSM, as well as on Coca-Cola HBC's website at http://coca-colahellenic.com/en/investors/general-meeting/agm-2016/, together with the 2015 integrated annual report and other relevant shareholder information.

Zug, 19 May 2016

Coca-Cola HBC AG

The Board of Directors

2016 AGM Notice