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Coca-Cola HBC AGM voting to take place exclusively through independent proxy

Coca-Cola HBC AG (LON:CCH) has announced that the Board has resolved to convene the Annual General Meeting to be held on Tuesday, 16 June 2020 at 11:00 am CET, at Turmstrasse 26, 6312 Steinhausen, Switzerland.

As a result of the Coronavirus pandemic, the Swiss Government has issued emergency laws prohibiting physical attendance by shareholders at the AGM. Due to these restrictions, the AGM this year will be a closed meeting and shareholders will not be able to attend in person. Voting will take place exclusively through the independent proxy. The participation of shareholders is very important to Coca-Cola HBC and all shareholders are encouraged to participate in the AGM by appointing the independent proxy, according to the details set out in the notice of AGM.

Mr. John Sechi intends to retire from the Board of Directors at the conclusion of the AGM, after serving as an independent director for six years. The Board of Directors proposes to elect Ms. Anna Diamantopoulou as a new member of the Board of Directors and as a new member of the Remuneration Committee. Subject to election at the AGM, Ms Diamantopoulou’s appointment will take effect immediately following the conclusion of the AGM. Ms Diamantopoulou is a former EU Commissioner for Employment and Social affairs. She is the founder and president of DIKTIO – Network for Reform in Greece and Europe, a leading Athens-based independent, non-partisan policy institute. Further details are set out in the biography of Ms Diamantopoulou 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 and Ms Diamantopoulou does not hold any interests in the shares of Coca-Cola HBC. 

The AGM will also resolve to declare for each ordinary registered share a dividend of EUR 0.62 which was initially announced on 13 February 2020. The total aggregate amount of the dividend will be capped at an amount of CHF 300,000,000. Payment of the dividend is anticipated to be made on 28 July 2020 to holders of Coca-Cola HBC AG shares on the record date of 3 July 2020.

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 2019 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 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 members of 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 as the Chairman of the Board of Directors (in a single vote)

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

4.1.3    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)

4.1.4    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)

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

4.1.6    Re-election of William W. Douglas III as a member of the Board of Directors

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

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

4.1.9    Re-election of Alexandra Papalexopoulou as a member of the Board of Directors

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

4.1.11  Re-election of Alfredo Rivera as a member of the Board of Directors

4.1.12  Re-election of Ryan Rudolph as a member of the Board of Directors

4.2     Election of Anna Diamantopoulou as a new member of the Board of Directors and as a new member of the Remuneration Committee (in a single vote)

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 Remuneration Policy

9.   Advisory vote on the Swiss Remuneration Report

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 buy-back

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 http://coca-colahellenic.com/en/media/news/, together with the 2019 integrated annual report and other relevant shareholder information.

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