Announcement of the annual general meeting to be held on 22 June 2021,
changes to the Board and confirmation of dividend dates
Zug, Switzerland – 21 May 2021 – 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, 22 June 2021 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. José Octavio Reyes intends to retire from the Board of Directors at the conclusion of the AGM, after serving as a non-executive director for seven years. Mr. Alfredo Rivera intends to retire from the Board of Directors at the conclusion of the AGM, after serving as a non-executive director for two years.
The Board of Directors proposes to elect Mr. Bruno Pietracci and Mr. Henrique Braun as new non-executive members of the Board of Directors. Subject to election at the AGM, Mr. Pietracci’s and Mr. Braun’s appointments will each take effect immediately following the conclusion of the AGM. Mr. Pietracci currently serves as President of the Africa Operating Unit of The Cola-Cola Company, a role which he has held since 2020. Mr. Braun currently serves as President of the Latin America Operating Unit of The Coca-Cola Company, a role that he has held since 2020. Further details are set out in the biographies of Mr. Pietracci and Mr. Braun in the notice of the AGM. No information is required to be disclosed pursuant to the UK Financial Conduct Authority’s Listing Rule 9.6.13R. Neither Mr. Pietracci nor Mr. Braun holds 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 0.64 which was initially announced on 11 February 2021. 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 3 August 2021 to holders of Coca-Cola HBC AG shares on the record date of 9 July 2021.
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 2020 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)
4.1.4Re-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 Ryan Rudolph as a member of the Board of Directors
4.1.11Re-election of Anna Diamantopoulou as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
4.2 Election of Bruno Pietracci as a new member of the Board of Directors
4.3 Election of Henrique Braun as a new member of the Board of Directors
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 2020 Integrated Annual Report and other relevant shareholder information.
Zug, 21 May 2021
Coca-Cola HBC AG
The Board of Directors
Coca‑Cola HBC Group
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About Coca‑Cola HBC
Coca-Cola HBC AG, a growth-focused Consumer Packaged Goods business and strategic bottling partner of The Coca-Cola Company. We create value for all our stakeholders by supporting the socio-economic development of the societies in which we operate and we believe building a more positive environmental impact is integral to our future growth. Together, we and our customers serve more than 600 million consumers across a broad geographic footprint of 28 countries on 3 continents. Our portfolio is one of the strongest, broadest and most flexible in the beverage industry, offering consumer-leading partner brands in the sparkling, juice, water, sport, energy, plant-based, ready-to-drink tea, coffee, adult sparkling and premium spirits categories. These brands include Coca-Cola, Coca-Cola Zero, Schweppes, Kinley, Royal Bliss, Costa Coffee, Valser, Romerquelle, Fanta, Sprite, Powerade, FuzeTea, Dobry, Cappy, Monster and Adez. We foster an open and inclusive work environment amongst our more than 28,000 employees and we are ranked among the top sustainability performers in ESG benchmarks such as the Dow Jones Sustainability Indices, CDP, MSCI ESG and FTSE4Good.
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/.