Notice of AGM

Coca-Cola HBC AG

19 April 2024

 

FOR IMMEDIATE RELEASE

Coca-Cola HBC AG

Announcement of the annual general meeting to be held on 21 May 2024, changes to the Board and confirmation of dividend dates

Zug, Switzerland - 19 April 2024 - The Board of Directors of Coca-Cola HBC AG ("Coca-Cola HBC") has resolved to convene its Annual General Meeting ("AGM") to be held on Tuesday, 21 May 2024 at 11:00 am CET, at Turmstrasse 26, 6312 Steinhausen, Switzerland.

The Board of Directors has been notified that Ms.Olusola (Sola) David-Borha intends to retire from the Board of Directors at the conclusion of the AGM, after serving as a non-executive director for almost nine years. Ms. Alexandra Papalexopoulou has also notified her intention to retire from the Board of Directors at the conclusion of the AGM, after serving as a non-executive director for almost nine years.

The Board of Directors proposes to elect Zulikat Wuraola Abiola and Glykeria Tsernou as new non-executive members of the Board of Directors. Subject to election at the AGM, Zulikat Wuraola Abiola's and Glykeria Tsernou's appointment will each take effect immediately following the conclusion of the AGM. Zulikat Wuraola Abiola is managing director of Management Transformation Ltd, a management consultancy firm, a role she has held since 1999. She is also a non-executive member and vice chairman of the board of directors of Frigoglass S.A.I.C. In addition, Zulikat Wuraola Abiola is a director on the boards of Beta Glass Nigeria PLC, Lekoil Nigeria Limited and Summit Oil International Ltd (Nigeria).  Glykeria Tsernou is currently an executive in the family office of Th. Vassilakis Group (ASE listed Aegean Airlines, Autohellas and holdings in logistics and hospitality) focusing on participations, new investments and business development, a role she has held since 2013. She is a non-executive director of Attica Department Stores S.A, Goldair Handling S.A. and Golf Residences S.A.  Glykeria Tsernou is an independent non-executive director of Resolute Cepal Greece S.A. and Reinvest Greece S.A. and Chairwoman of Elecion Energy S.A. She also serves on the board of trustees of Anatolia College. Further details are set out in the biographies of Zulikat Wuraola Abiola and Glykeria Tsernou in the notice of the AGM. No further information is required to be disclosed pursuant to the UK Financial Conduct Authority's Listing Rule 9.6.13R.

The AGM will also resolve to declare for each ordinary registered share a dividend of EUR 0.93 per share which was initially announced on 14 February 2024. The total aggregate amount of the dividend will be capped at CHF 375,000,000. Payment of the dividend is anticipated to be made on 24 June 2024 to holders of Coca-Cola HBC shares on the record date of 31 May 2024.

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 will include the following proposals by the Board of Directors:

1          Receipt of the 2023 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements

2          Approval of the non-financial report under Swiss statutory law for the financial year ended on 31 December 2023

3          Appropriation of earnings and reserves / declaration of dividend

3.1       Appropriation of available earnings

3.2       Declaration of dividend from reserves

4          Discharge of the members of the Board of Directors and the members of the Executive Leadership Team

5          Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remuneration Committee

5.1       Current members of the Board of Directors

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

5.1.2.        Re-election of Zoran Bogdanovic as a member of the Board of Directors

5.1.3.        Re-election of Charlotte J. Boyle as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

5.1.4.        Re-election of Henrique Braun as member of the Board of Directors

5.1.5.        Re-election of Anna Diamantopoulou as member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

5.1.6.        Re-election of William W. (Bill) Douglas III as a member of the Board of Directors

5.1.7.        Re-election of Reto Francioni as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

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

5.1.9.        Re-election of Christodoulos (Christo) Leventis as a member of the Board of Directors

5.1.10.     Re-election of George Pavlos Leventis as a member of the Board of Directors

5.1.11.     Re-election of Evguenia Stoitchkova as a member of the Board of Directors

5.2       New members of the Board of Directors

5.2.1.        Election of Zulikat Wuraola Abiola as a new member of the Board of Directors

5.2.2.        Election of Glykeria Tsernou as a new member of the Board of Directors

6          Election of the independent proxy

7          Election of the auditors

7.1       Re-election of the statutory auditor

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

8          Advisory vote on the UK Remuneration Report

9          Advisory vote on the Remuneration Policy

10        Advisory vote on the Swiss Remuneration Report

11        Approval of the remuneration of the Board of Directors and the Executive Leadership Team

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

11.2    Approval of the maximum aggregate amount of remuneration for the Executive Leadership Team for the next financial year

12        Approval of a share buy-back

13        Approval of amendments to the articles of association

13.1    Alignment with mandatory provisions of the new Swiss corporate law (Articles 6, 11, 14, 15, 20, 25, 34, 36 and 37)

13.2    Other voluntary changes (Articles 4, 10, 13, 16, 18, 19, 43 and 45)

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 will be sent to all registered shareholders. It has also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, as well as on Coca-Cola HBC's website at https://www.coca-colahellenic.com/en/investor-relations/shareholder-centre/agm, together with the 2023 Integrated Annual Report and other relevant shareholder information.

Zug, 19 April 2024

Coca-Cola HBC AG

The Board of Directors

Enquiries

Coca-Cola HBC Group

Investor and Analysts:
Joanna Kennedy Head of Investor Relations	[phone] [e-mail]
Jemima Benstead Investor Relations Manager	Tel: [phone] [e-mail]
Virginia Phillips Investor Relations Manager	Tel: [phone] [e-mail]
Individual Shareholders: Maria Livaniou Shareowner Services Manager	Tel: [phone] [e-mail]
Media:
Sonia Bastian Head of Communications	Tel: [phone] [e-mail]
Ciara Cashen Senior Group Communications Manager	Tel: [phone] [e-mail]

About Coca-Cola HBC

Coca-Cola HBC is a growth-focused consumer packaged goods business and strategic bottling partner of The Coca-Cola Company. We open up moments that refresh us all, by creating value for our stakeholders and supporting the socio-economic development of the communities in which we operate. With a vision to be the leading 24/7 beverage partner, we offer drinks for all occasions around the clock and work together with our customers to serve 740 million consumers across a broad geographic footprint of 29 countries. Our portfolio is one of the strongest, broadest and most flexible in the beverage industry, with consumer-leading beverage brands in the sparkling, adult sparkling, juice, water, sport, energy, ready-to-drink tea, coffee, and premium spirits categories. These include Coca-Cola, Coca-Cola Zero Sugar, Fanta, Sprite, Schweppes, Kinley, Costa Coffee, Caffè Vergnano, Valser, FuzeTea, Powerade, Cappy, Monster Energy, Finlandia Vodka, The Macallan, Jack Daniel's and Grey Goose. We foster an open and inclusive work environment amongst our 32,000 employees and believe that building a more positive environmental impact is integral to our future growth. We rank among the top sustainability performers in ESG benchmarks such as the Dow Jones Sustainability Indices, CDP, MSCI ESG, FTSE4Good and ISS ESG.

Coca-Cola HBC has a premium listing on the London Stock Exchange (LSE:CCH) and is listed on the Athens Exchange (ATHEX:EEE). For more information, please visit https://www.coca-colahellenic.com.

 

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