Coca Cola Hellenic : 2024 AGM Notice

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Coca-Cola HBC AG

Letter from the Board of Directors

Zug, 19 April 2024

Annual General Meeting of Coca-Cola HBC AG to be held on 21 May 2024

Dear shareholders,

We are writing to you in connection with Coca-Cola HBC AG's annual general meeting (the "Annual General Meeting"), which will be held on Tuesday, 21 May 2024 at 11:00 am CET at Turmstrasse 26, 6312 Steinhausen, Switzerland. The formal notice convening the Annual General Meeting is set out at the end of this letter, beginning on page 5 (the "Notice").

1. Proposals of the Board of Directors

The proposals of the Board of Directors to be considered at the Annual General Meeting are as follows:

1. To receive the 2023 Integrated Annual Report and to approve the annual management report, the stand-alone financial statements and the consolidated financial statements of Coca-Cola HBC AG and its subsidiaries for the financial year ended on 31 December 2023.
2. To approve the non-financial report under Swiss statutory law for the financial year ended on 31 December 2023.
3. To carry forward the accumulated profit and to declare for each ordinary registered share of Coca-Cola HBC AG with a par value of CHF 6.70 out of the general capital contribution reserve an ordinary dividend of EUR 0.93, as shown in the stand-alone financial statements (capped at a total aggregate amount of CHF 375,000,000).
4. To grant discharge to the members of the Board of Directors and the members of the Executive Leadership Team for the financial year ended on 31 December 2023.
5. To re-elect certain current members of the Board of Directors and the Chairman of the Board of Directors, to elect new members of the Board of Directors and to re-elect the members of the Remuneration Committee.
6. To re-elect Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Zurich, Switzerland, as the independent proxy of Coca-Cola HBC AG.
7. To (i) re-elect PricewaterhouseCoopers AG, Switzerland, as the statutory auditor of Coca-Cola HBC AG; and (ii) approve, by way of an advisory vote, the re-appointment of PricewaterhouseCoopers S.A., Greece, as the independent registered public accounting firm of Coca-Cola HBC AG for the purposes of reporting under the applicable rules of the UK's Financial Conduct Authority.
8. To approve, by way of an advisory vote, the UK Remuneration Report of Coca-Cola HBC AG, excluding the section containing the Remuneration Policy of Coca-Cola HBC AG for the purposes of this resolution.
9. To approve, by way of a separate advisory vote, the Remuneration Policy of Coca-Cola HBC AG.
10. To approve, by way of an advisory vote, the Swiss Remuneration Report of Coca-Cola HBC AG.
11. To approve the maximum aggregate amount of the remuneration of the Board of Directors until the next annual general meeting and the maximum aggregate amount of the remuneration of the Executive Leadership Team for the next financial year.

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1. To approve a buy-back of up to 15,000,000 Coca-Cola HBC AG ordinary shares in order to (i) avoid dilution resulting from the issuance of stock options or (ii) meet the requirements of the Coca-Cola HBC AG employee incentive scheme and (iii) provide, in suitable circumstances, the flexibility to manage the capital resources of Coca-Cola HBC AG.
2. To approve the amendments to the articles of association.

The Notice contains the full and authoritative text of the items of the agenda and the proposals of the Board of Directors. It also sets out further detail and explanation in relation to each proposal to be considered at the Annual General Meeting.

Your attention is also drawn to the recommendation of the Board of Directors set out on page 18 of the Notice.

A reply form in relation to the Annual General Meeting is enclosed with this document and should be filled out and returned in accordance with the instructions printed on the form as soon as possible, and in any event, no later than 14 May 2024. Alternatively, you may make use of an online proxy voting platform before 15 May 2024 by using the URL and your username and password printed on your reply form. The section headed "Organisational matters and Participation in the Annual General Meeting" beginning on page 18 of the Notice also sets the procedures for your voting. You should read this information carefully before completing the reply form.

The Annual General Meeting provides shareholders with an opportunity to communicate with the Board of Directors and we welcome your participation.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting ("Annual General Meeting") of Coca-Cola HBC AG will be held on Tuesday, 21 May 2024 at 11:00 am CET. In accordance with Art. 13 para. 2 and 3 of Coca-Cola HBC AG's articles of association ("Articles of Association") the Annual General Meeting will be held at Turmstrasse 26, 6312 Steinhausen, Switzerland. The Annual General Meeting will be conducted in English.

Agenda

The meeting will consider the following agenda items:

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
4. 1. Appropriation of available earnings
   2. Declaration of dividend from reserves
5. Discharge of the members of the Board of Directors and the members of the Executive Leadership Team
6. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remunera­ tion Committee
7. 1. Current members of the Board of Directors
   2. 1. Re-electionof Anastassis G. David as a member of the Board of Directors and as the Chairman of the Board of Directors (in a single vote)
      2. Re-electionof Zoran Bogdanovic as a member of the Board of Directors
      3. Re-electionof Charlotte J. Boyle as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
      4. Re-electionof Henrique Braun as member of the Board of Directors
      5. Re-electionof Anna Diamantopoulou as member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
      6. Re-electionof William W. (Bill) Douglas III as a member of the Board of Directors
      7. Re-electionof Reto Francioni as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
      8. Re-electionof Anastasios I. Leventis as a member of the Board of Directors
      9. Re-electionof Christodoulos (Christo) Leventis as a member of the Board of Directors
      10. Re-electionof George Pavlos Leventis as a member of the Board of Directors
      11. Re-electionof Evguenia Stoitchkova as a member of the Board of Directors
   3. New members of the Board of Directors
   4. 1. Election of Zulikat Wuraola Abiola as a new member of the Board of Directors
      2. Election of Glykeria Tsernou as a new member of the Board of Directors
8. Election of the independent proxy
9. Election of the auditors
10. 1. Re-electionof the statutory auditor
    2. Advisory vote on the re-appointment of the independent registered public accounting firm for UK purposes
11. Advisory vote on the UK Remuneration Report

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1. Advisory vote on the Remuneration Policy
2. Advisory vote on the Swiss Remuneration Report
3. Approval of the remuneration of the Board of Directors and the Executive Leadership Team
4. 1. Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting
   2. Approval of the maximum aggregate amount of remuneration for the Executive Leadership Team for the next financial year
5. Approval of share buy-back
6. Approval of amendments to the articles of association
7. 1. Alignment with mandatory provisions of the new Swiss corporate law (Articles 6, 11, 14, 15, 20, 25, 34, 36 and 37)
   2. Other voluntary changes (Articles 4, 10, 13, 16, 18, 19, 43 and 45)

Proposals of 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 for the financial year ended 31 December 2023
   Motion:
   The Board of Directors proposes (i) to receive the integrated annual report of Coca-Cola HBC AG for the financial year ended 31 December 2023 (the "2023 Integrated Annual Report"); and (ii) that the annual management report and the stand-alone financial statements of Coca-Cola HBC AG (the "Stand-Alone Financial Statements") as well as the consolidated financial statements of Coca-Cola HBC AG and its sub- sidiaries (the "CCHBC Group") for the financial year ended on 31 December 2023 be approved.
   Explanation:
   The 2023 Integrated Annual Report has been prepared according to Swiss statutory reporting requirements as well as the requirements applicable to Coca-Cola HBC AG because of its premium listing on the London
   Stock Exchange. The 2023 Integrated Annual Report contains Coca-Cola HBC AG's annual management report, the Stand-Alone Financial Statements and the consolidated financial statements of the CCHBC Group as further detailed on the introductory page of the 2023 Integrated Annual Report.
   The 2023 Integrated Annual Report contains the reports of Coca-Cola HBC AG's statutory auditor, Pricewater­ houseCoopers AG, Switzerland. In its reports, PricewaterhouseCoopers AG recommends without qualifica- tion that the Stand-Alone Financial Statements and the consolidated financial statements be approved.
   The 2023 Integrated Annual Report can be accessed on the website of Coca-Cola HBC AG at: https://www. coca-colahellenic.com/en/investor-relations/results-reports-presentations. The 2023 Integrated Annual Report is also available for the shareholders as set out in the section "Organisational matters and Participation in the Annual General Meeting" - "Documents available" of this Notice.
2. Approval of the non-financial report under Swiss statutory law for the financial year ended on 31 December 2023
   Motion:
   The Board of Directors proposes the approval of the non-financial report under Swiss statutory law for the financial year ended 31 December 2023.
   Explanation:
   Coca-Cola HBC AG is required to prepare a report on non-financial matters as of the financial year ended 31 December 2023 with the introduction of Art. 964a of the Swiss Code of Obligations. The 2023 Integrated Annual Report sets forth on pages 116 and 117 further details on compliance of Coca-Cola HBC AG's obligation. The non-financial report under Swiss statutory law must be submitted to the Annual General Meeting for approval. The approval comprises the sections specified on pages 116 and 117 of the 2023 Integrated Annual Report.

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PricewaterhouseCoopers SA, Greece, has undertaken a limited assurance engagement on selected sustainability information included in the 2023 Integrated Annual Report and the GRI Content Index 2023, as listed in Appendices I-IV on pages 304 to 308 of the 2023 Integrated Annual Report and provided a limited assurance conclusion on page 304 of the 2023 Integrated Annual Report.

The non-financial report is part of the 2023 Integrated Annual Report and can be accessed on the website of Coca-Cola HBC AG at: https://www.coca-colahellenic.com/en/investor-relations/results-reports-presenta- tions. The 2023 Integrated Annual Report is also available for the shareholders as set out in the section "Organisational matters and Participation in the Annual General Meeting"-"Documents available" of this Notice.

Explanation:

Provided that the proposed distribution out of the general capital contribution reserve is approved, it is currently anticipated that the Dividend will be paid on 24 June 2024 to holders of shares on the record date of 31 May 2024. Accordingly, the shares will be traded ex-dividend as of 30 May 2024, and the last day on which the shares may be traded with entitlement to receive the Dividend will be 29 May 2024. The Dividend may only be approved and paid if the Stand-Alone Financial Statements are approved in accordance with agenda item 1.

Coca-Cola HBC AG's statutory auditor, PricewaterhouseCoopers AG, Switzerland, has audited the proposed accumulation of profit (including the declaration of dividend). The auditor's report confirms that the proposed appropriation complies with Swiss law and the Articles of Association.

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1. Discharge of the members of the Board of Directors and the members of the Executive Leadership Team
   Motion:
   The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the members of the Executive Leadership Team for the financial year beginning on 1 January 2023 and ending on 31 December 2023.
   Explanation:
   The Board of Directors proposes that shareholders grant discharge from liability to the members of the Board of Directors and the members of the Executive Leadership Team for the financial year beginning on 1 January 2023 and ending on 31 December 2023. Under Swiss law, the discharge applies only in respect of disclosed facts and only against the company and shareholders who have approved the discharge or acquired shares subsequent to the resolution, being aware of the resolution of discharge. The rights to legal action of other shareholders (i.e. shareholders who have neither approved the discharge nor acquired shares subsequent to the resolution) extinguishes within six months after the resolution of discharge.
2. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remunera­ tion Committee
   5.1 Current members of the Board of Directors
   Motion:
   The Board of Directors proposes that shareholders individually re-elect each of the following current members of the Board of Directors, for a term of one year until the end of the next annual general meeting in 2025, as follows:
3. 1. Re-electionof Anastassis G. David as a member of the Board of Directors and as the Chairman of the Board of Directors (in a single vote)
   2. Re-electionof Zoran Bogdanovic as a member of the Board of Directors
   3. Re-electionof Charlotte J. Boyle as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
   4. Re-electionof Henrique Braun, as member of the Board of Directors
   5. Re-electionof Anna Diamantopoulou as member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
   6. Re-electionof William W. (Bill) Douglas III as a member of the Board of Directors
   7. Re-electionof Reto Francioni as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
   8. Re-electionof Anastasios I. Leventis as a member of the Board of Directors
   9. Re-electionof Christodoulos (Christo) Leventis as a member of the Board of Directors
   10. Re-electionof George Pavlos Leventis as a member of the Board of Directors
   11. Re-electionof Evguenia Stoitchkova as a member of the Board of Directors

Explanation:

Each of the current members of the Board of Directors is standing for re-election at the Annual General Meeting for a one-year term, except for Olusola (Sola) David Borha and Alexandra Papalexopoulou, who are not standing for re-election and are retiring at the conclusion of the Annual General Meeting. Each of the members of the Board of Directors who are standing for re-election has been recommended for re-election by Coca-Cola HBC AG's Nomination Committee after consultation with the Chairman, having regard to the provisions of the Articles of Association and the recommendations of the UK Corporate Governance Code.

Additionally, Mr. Anastassis G. David is being proposed for re-election as Chairman of the Board of Directors.

The composition of the Board of Directors, the re-appointment of the members of the Remuneration Committee, and the re-appointment of the Chairman has been carefully considered by the Nomination Committee and following this evaluation, the Board of Directors is satisfied that it and its committees have the appropriate balance of skills, experience, diversity, independence and knowledge of the business of the CCHBC Group to enable them to discharge their respective duties and responsibilities effectively. The Board of Directors is of the view that each of the Directors proposed for re-election continues to make an effective contribution to the Board of Directors and demonstrates commitment

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to their role and therefore recommends the re-election of such Directors for a term of one year until the end of the next annual general meeting in 2025. The Board of Directors also recommends the re-election of Ms Charlotte J. Boyle, Ms Anna Diamantopoulou and Mr Reto Francioni as members of the Remuneration Committee. Further, the Board of Directors recommends the re-election of Mr. Anastassis G. David as the Chairman of the Board of Directors.

Information about the Directors proposed for re-election and in particular the specific reasons why their contribution is, and continues to be, important to the long-term sustainable success of the CCHBC Group are set out below. The general terms of appointment applicable to each current non-­ executive member of the Board of Directors, are available for the shareholders as set out in the section "Organisational matters and Participation in the Annual General Meeting "-"Documents available" to this Notice.

Anastassis G. David

Motion 5.1.1 relates to the re-election of Anastassis G. David who was appointed Chairman of the Board of Directors on 27 January 2016. He joined the Board of Coca-Cola HBC AG as a non-Executive Director in 2006 and was appointed Vice Chairman in 2014.

Skills, experience and contribution: Anastassis brings to his role more than 20 years' experience as an investor and non-executive director in the beverage industry. Anastassis is also a former Chairman of Navios Corporation. He holds a BA in History from Tufts University.

External appointments: Anastassis is active in the international community. He serves as Vice Chair of Aegean Airlines S.A., Vice Chair of the Cyprus Union of Shipowners, Chair of the board of Sea Trade Holdings Inc., a shipowning company of dry cargo vessels, Chair of the board of Nephele Navigation Inc., and member of Adcom Advisory Ltd. He holds the following positions within the Kar-Tess group of companies: board member of Kar-Tess Holding and Executive of Boval Ltd. Also, he is a member of the board of trustees of College Year in Athens, and Director of the George and Kaity David Foundation.

Nationality: British - Cypriot

Zoran Bogdanovic

Motion 5.1.2 relates to the re-election of Zoran Bogdanovic who was appointed as an Executive Director in 2018 and is the Chief Executive Officer of Coca-Cola HBC AG.

Skills, experience and contribution: Zoran was previously the Company's Regional Director responsible for operations in 12 countries and has been a member of the Executive Leadership Team since 2013. He joined the Company in 1996 and has held a number of senior leadership positions, including as General Manager of the Company's operations in Croatia, Switzerland and Greece. Before joining the Company, Zoran was an auditor with the auditing and consulting firm Arthur Andersen. Zoran has a track record of delivering results across our territories and demonstrating the values that are the foundation of our Company culture.

External appointments: None.

Nationality: Croatian

Charlotte J. Boyle

Motion 5.1.3 relates to the re-election of Charlotte J. Boyle who was appointed as an independent non-Executive Director in 2017.

Skills, experience and contribution: After 14 years with The Zygos Partnership, an international executive search and Board advisory firm, including nine years as a partner, she retired from her position in July 2017. Prior to that, Charlotte worked at Goldman Sachs International and at Egon Zehnder International, an international executive search and management assessment firm. Charlotte obtained an MBA from the London Business School and an MA from Oxford University and was a Bahrain British Foundation Scholar.

External appointments: Charlotte serves as chair of UK for UN High Commission for Refugees (UNHCR), an independent non-executive director and chair of the Environment, Sustainability and Community Committee of Shaftesbury Capital PLC, an independent director of Thatchers Cider

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Company Ltd, a non-executive adviser to the Group Executive Board of Knight Frank LLP and as a trustee and chair of the finance committee of Alfanar, the venture philanthropy organisation.

Nationality: British

Henrique Braun

Motion 5.1.4 relates to the re-election of Henrique Braun who was appointed as non-Executive Director in 2021.

Skills, experience and contribution: Henrique has vast experience in corporate functions as well as regional and business unit operations in The Coca-Cola Company ("TCCC"). He joined TCCC in 1996 in Atlanta and progressed with increased responsibilities in North America, Europe and Latin America. His career responsibilities have included supply chain, new business development, marketing, innovation, general management and bottling operations. From 2020 to 2022, Henrique served as President of the Latin America operating unit, from 2016 to 2020, he served as the President of the Brazil business unit and from 2013 to 2016, he was the President for Greater China and Korea. His other roles in TCCC in the past include Vice President of Innovation and Operations in Brazil and Director for Still Beverages (non-carbonated beverages) in Europe. He first joined TCCC as a trainee in Global Engineering in the US. Henrique holds a bachelor's degree in agricultural engineering from the University Federal of Rio de Janeiro, a master's degree in industrial engineering from Michigan State University and an MBA from Georgia State University.

External appointments: Henrique currently serves as Executive Vice President, International Development for TCCC, overseeing the company's operating units for Latin America, Japan and South Korea, ASEAN and South Pacific, Greater China and Mongolia, Africa, India and Southwest Asia and Eurasia and Middle East.

Nationality: American and Brazilian

Anna Diamantopoulou

Motion 5.1.5 relates to the re-election of Anna Diamantopoulou who was appointed as a non-Executive Director in 2020.

Skills, experience and contribution: Anna, as a former European Commissioner, brings to the CCHBC Group a unique expertise on matters of employment and equal opportunity together with deep knowledge of the European CSR agenda. Anna was an elected Member of the Greek Parliament for over a decade, during which time she served as Deputy Minister for Industries, Minister of Education, Lifelong Learning and Religious Affairs and Minister of Development, Competitiveness and Shipping of the Hellenic Republic. From 1999 to 2004, Anna served as a member of the European Commission in charge of Employment, Social Affairs and Equal Opportunities.

External appointments: Founder and President of DIKTIO-Network for Reform in Greece and Europe, a leading Athens-based independent, non-partisan policy institute. A Council Member of the European Council on Foreign Relations and an Advisory Board Member of Delphi Economic Forum. She is also the chair of the European Commission's High-Level Group on the future of social protection and the welfare state in the EU. Finally, Anna is a member of the Global Advisory Board of KEKST CNC.

Nationality: Greek

William W. (Bill) Douglas III

Motion 5.1.6 relates to the re-election of William W. (Bill) Douglas III who was appointed as an independent non-Executive Director in 2016.

Skills, experience and contribution: Bill is a former Vice President of Coca-Cola Enterprises, a position in which he served from July 2004 until his retirement in June 2016. From 2000 until 2004, Bill served as Chief Financial Officer (CFO) of Coca-Cola HBC AG. Bill has held various positions within the Coca-Cola System since 1985, including positions with responsibility for the IT function, including cyber issues. Before joining TCCC, Bill was associated with Ernst & Whinney, an international accounting firm. He received his undergraduate degree from the J.M. Tull School of Accounting at the University of Georgia.

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