Athens, Greece – 25 June 2012 - The Annual General Meeting of the shareholders of Coca‑Cola Hellenic Bottling Company S.A. (Coca‑Cola Hellenic, Company) took place on Monday 25 June 2012, 619 shareholders representing 252,903,676 shares, i.e. 69.65% of the Company’s share capital, were present or represented and voted at the Meeting.
The following items on the Agenda were discussed and the following decisions were taken:
1) The Management Report by the Board of Directors and the Audit Report by the Company’s Statutory Auditor-Accountant on the Company’s Financial Statements and activities for the fiscal year which ended on 31.12.2011 were submitted.
2) The Company’s annual Financial Statements and the consolidated Financial Statements for the fiscal year which ended on 31.12.2011 were submitted and approved.
3) The members of the Board of Directors and the Auditors of the Company were discharged from any liability for their activities during the fiscal year which ended on 31.12.2011.
4) The remuneration of the members of the Board of Directors for their participation in the meetings of the Board of Directors and for their services to the Company for the fiscal year 2011 was approved and their remuneration for the fiscal year 2012 was pre-approved.
5) PricewaterhouseCoopers were elected as Statutory Auditors for the fiscal year 2012 and the Board of Directors was authorised to determine their fees.
6) The election of Mr. Dimitrios Lois as executive member of the Board of Directors was approved, in replacement of Mr. Doros Constantinou.
7) It is was resolved to decrease the share capital of the Company by the amount of Euro 124,626,096.28 by decreasing the nominal value of the Company’s share by Euro 0.34 per share, from Euro 1.50 to Euro 1.16 per share, and the return of the amount of the decrease to the Company’s shareholders in cash, i.e. a return of Euro 0.34 per share. Furthermore, the Company’s Board of Directors was authorized to proceed with all necessary actions for the implementation of the return of the amount of the decrease to the shareholders, including by way of indication and without limitation, the determination of the respective ex-rights date, record date and date of commencement of payment of the capital return. Furthermore, it was proposed to amend Article 3 of the Company’s Articles of Association.
8) The transfer of the Company’s Greek operating assets and liabilities and its contribution to its wholly-owned subsidiary “ELCHYM S.A.” in accordance with Law 2166/1993 was approved. In connection therewith, the transformation balance sheet of 31.3.2012, the respective audit report and the draft deed relating to the transaction were approved and the necessary authorisations for its execution and submission to the competent authorities were granted.
9) The amendment of article 1 of paragraph 2 of the Company’s Articles of Association regarding the distinctive title of the Company was approved.
10) A share buy-back plan was approved, in accordance with article 16 of Codified Law 2190/1920, up to an amount not exceeding 5% of the Company’s paid up share capital at any given time, which today corresponds to 18,327,367 shares, within a period of 24 months from today, i.e. until 24 June 2014, at a minimum price of 1 Euro per share and a maximum price of 30 Euros per share.
11) A stock option plan was adopted for the members of the Board of Directors, senior executives and personnel of the Company and its affiliates, in accordance with article 13 par. 13 and 14 of the Codified law 2190/1920.
12) It was resolved to decrease the share capital of the Company by the amount of Euro 54,982,101.30 by decreasing the nominal value of the Company’s share by Euro 0.15 per share, from Euro 1.16 to Euro 1.01 per share, and to set-off of such reduction against accrued losses of the Company of an equal amount. Furthermore, it was proposed to amend Article 3 of the Company’s Articles of Association.
13) It was resolved to codify the Company’s Articles of Association in a single document, incorporating the above mentioned amendments approved by the Annual General Meeting.
The breakdown of the votes for each resolution will be posted on the Company website
www.coca-colahellenic.com within five (5) days, in accordance with article 32, paragraph 1 of Codified Law 2190/1920.
Tel: +30 210 618 3255
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European press contact:
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About Coca‑Cola Hellenic
Coca‑Cola Hellenic is the second-largest bottler of products of The Coca‑Cola Company in terms of volume with sales of more than 2 billion unit cases. It has broad geographic footprint with operations in 28 countries serving a population of more than 570 million people. Coca‑Cola Hellenic offers a diverse range of ready-to-drink non-alcoholic beverages in the sparkling, juice, water, sport, energy, tea and coffee categories. Coca‑Cola Hellenic is committed to promoting sustainable development in order to create value for its business and for society. This includes providing products that meet the beverage needs of consumers, fostering an open and inclusive work environment, conducting our business in ways that protect and preserve the environment and contribute to the socio-economic development of our local communities.
Coca‑Cola Hellenic‘s shares are listed on the Athens Exchange (ATHEX: EEEK), with a secondary listing on the London Stock Exchange (LSE: CCB). Coca‑Cola Hellenic’s American Depositary Receipts (ADRs) are listed on the New York Stock Exchange (NYSE: CCH). Coca‑Cola Hellenic is included in the Dow Jones Sustainability and FTSE4Good Indexes. For more information, please visit www.coca-colahellenic.com