Coca-Cola HBC AG
Announcement of the annual general meeting to be held on 11 June 2018
Zug, Switzerland – 8 May 2018 – 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 Monday, 11 June 2018 at 11:00 am CET, at Theater Casino Zug, Artherstrasse 2-4, 6300 Zug, Switzerland.
The Board of Directors proposes to elect Mr. Zoran Bogdanovic as a member of the Board of Directors to succeed Mr. Dimitris Lois, who unfortunately passed away on 2 October 2017. Further details of the appointment of Mr. Bogdanovic as the Chief Executive Officer were announced on 7 December 2017.
The AGM will also resolve on the proposed dividend of EUR 0.54 on each ordinary registered share of Coca-Cola HBC AG with a par value of CHF 6.70 out of the general capital contribution reserve, as shown in the stand-alone financial statements (capped at an amount of CHF 300,000,000), which was initially announced on 14 February 2018, with further details announced separately today.
Furthermore, the Board of Directors proposes to approve a share buy-back of up to 7,500,000 Coca-Cola HBC ordinary shares in order to (i) avoid dilution resulting from the issuance of stock options and (ii) meet the requirements of the Coca-Cola HBC employee incentive scheme.
In addition, the Board of Directors proposes to amend the articles of association of Coca- Cola HBC in respect of management incentive and long-term incentive arrangements.
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:
- Receipt of the 2017 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements
- 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 as the Chairman of the Board of Directors (in a single vote)
4.1.2 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)
4.1.3 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)
4.1.4 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)
4.1.5 Re-election of Ahmet C. Bozer as a member of the Board of Directors
4.1.6 Re-election of Olusola (Sola) David-Borha as a member of the Board of Directors
4.1.7 Re-election of William W. Douglas III as a member of the Board of Directors
4.1.8 Re-election of Anastasios I. Leventis as a member of the Board of Directors
4.1.9 Re-election of Christodoulos Leventis 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 Robert Ryan Rudolph as a member of the Board of Directors
4.1.12 Re-election of John P. Sechi as a member of the Board of Directors
4.2 Election of Zoran Bogdanovic 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 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. Amendments to the Articles of Association in respect of management incentive and long-term incentive arrangements
12. Approval of 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 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/media/news/, together with the 2017 integrated annual report and other relevant shareholder information.
Zug, 8 May 2017
Coca-Cola HBC AG
The Board of Directors
