As resolved by the Company's Board of Directors on 8th May 2012, at its meeting no. 917 in accordance with Codified Law 2190/1920 "re: Societes Anonymes" and article 17 of the Company's Articles of Association, the shareholders of the Societe Anonyme under the trade name "COCA-COLA HELLENIC BOTTLING COMPANY S.A." and the distinctive title "COCA-COLA HELLENIC" are invited to an Annual General Meeting, to be held at “Maroussi Plaza”, 3a Fragoklissias & Granikou Street Maroussi, Attica, on Monday 25 June 2012, at 10:00 a.m., with the following agenda:

1. Submission and recital of the management report by the board of directors and of the audit certificate 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.

2. Submission and approval of the Company's annual financial statements and of the Company's annual consolidated financial statements for the fiscal year which ended on 31.12.2011.

3. Discharge of the members of the Company’s board of directors and of the Company’s statutory auditors from any liability for their activity during the fiscal year ended on 31.12.2011.

4. Approval of the payments to the members of the board of directors for the fiscal year 2011 and pre-approval of fees to directors for the fiscal year 2012.

5. Election of statutory auditors for the fiscal year 2012 (1.1.2012 - 31.12.2012) and determination of their fees.

6. Approval of election of a new member of the board of directors, in replacement of a member who resigned.

7. Decrease of the Company's share capital through a reduction of the nominal value of its shares and return of the amount of the capital reduction to its shareholders in cash. Granting of the necessary authorisation to the Company's board of directors in connection with the return of the amount of the capital reduction to the shareholders in cash, the determination of the ex-rights date, the record date, as well as the date of commencement of payment of the capital return amount. Corresponding amendment of Article 3 of the Company’s Articles of Association.

8. Approval of the transfer of the Company’s Greek operating assets and liabilities to a wholly-owned subsidiary in accordance with Law 2166/1993, approval of the transformation balance sheet of 31.3.2012, of the respective audit report and of the draft deed relating to the transaction, and granting of the necessary authorisations for its execution and submission to the competent authorities.

9. Amendment of article 1, paragraph 2 of the Company’s Articles of Association regarding the distinctive title of the Company.

10. Approval of a share buy-back program in accordance with Article 16 of Codified Law 2190/1920

11. Approval of a stock option plan for employees of the Company and its affiliates, in accordance with article 13, paragraphs 13 and 14 of Codified Law 2190/1920.

12. Decrease of the Company's share capital through a reduction of the nominal value of its shares and set-off of such reduction against accrued losses of the Company. Corresponding amendment of Article 3 of the Company’s Articles of Association.

13. Codification of the Company’s Articles of Association in a single document.

Furthermore, pursuant to the same resolution, in the event that a quorum is not achieved, the Company's board of directors invites the Company's shareholders, to a 1st Repeat Annual General Meeting on Monday, 9 July 2012, at 11:00 at the same place. If a quorum is still not achieved, the shareholders are invited to a 2nd Repeat Annual General Meeting on Monday, 23 July 2012, at 11:00 at the same place. It is noted that a new invitation will not be published as this is not required for the repeat Meetings, according to article 29 of Codified Law 2190/1920, as in force.

According to articles 26, paragraph 2b, and 28a of Codified Law 2190/1920, as amended and added by articles 3 and 5 respectively of Law 3884/2010, and as in force, the Company informs the shareholders as follows:

I. RIGHT TO PARTICIPATE IN THE AGM

Individuals and legal entities appearing as shareholders of the Company on the records of "HELLENIC EXCHANGES S.A." ("HELEX") on 20 June 2012, (the record date which is the fifth day preceding the Annual General Meeting), are entitled to participate and vote, provided that a written confirmation by HELEX to that effect is submitted to the Company no later than on 22 June 2012. Similarly, in case of a Repeat Annual General Meeting, shareholder capacity must exist at the beginning of the fourth day preceding the Repeat Annual General Meeting (on 5 July 2012 and 19 July 2012 respectively), and the written confirmation by HELEX to that effect must be received by the Company no later than on the third day prior to the Repeat Annual General Meeting (on 6 July 2012 and 20 July 2012, respectively).

II. PROXY VOTING PROCEDURE

Eligible shareholders may participate in the Annual General Meeting in person or by proxy. Each shareholder may appoint up to three proxies. Legal entities may appoint up to three individuals as their proxies. A proxy statement for shareholders is available on the Company's website www.coca-colahellenic.com and may also be obtained in hard copy from the Company's Investor Relations Department (9 Fragoklissias Street, Maroussi, tel.: +30 210 6183208). The completed and signed proxy statement must be submitted at the Company's Investor Relations Department, at the above address, at least three days prior to the Annual General Meeting. In the event of a Repeat Annual General Meeting, proxy statements must be delivered to the Company as above at least three days prior to the Repeat Annual General Meeting.

A proxy holder who represents more than one shareholder may vote differently for each shareholder.

A shareholder's proxy holder is required to notify the Company, prior to the Annual General Meeting, of any specific facts that may be useful to the shareholders in assessing any potential risk that the proxy holder has a conflict of interest. A conflict of interest may arise especially when the proxy holder is:

a. a controlling shareholder of the Company or is a different legal entity controlled by such shareholder

b. a member of the Board of Directors or the management of the Company in general, or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company.

c. an employee or a statutory auditor of the Company or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company.

d. is a spouse or a first-degree relative with the individuals of cases a) to c) above.

The Articles of Association of the Company do not allow participation in the Annual General Meeting through electronic means or for remote voting by the shareholders.

III. MINORITY RIGHTS OF THE SHAREHOLDERS

According to the provisions of article 39 of Codified Law 2190/1920, the Company informs its shareholders that:

Shareholders representing 1/20 of the paid-up share capital of the Company are entitled to request the Board of Directors to include additional items on the agenda of the Annual General Meeting, following a request received by the Board of Directors no later than 10 June 2012. Such request should outline the reasoning or a draft of resolution to be approved by the Annual General Meeting, according to article 39, paragraph 2 of Codified Law 2190/1920.

Shareholders representing 1/20 of the paid-up share capital of the Company are entitled to request the Board of Directors to provide drafts of resolutions for each of the items on the initial or the revised agenda, according to article 39 paragraph 2a of Codified Law 2190/1920, following a request received by the Board of Directors no later than 18 June 2012. The Board of Directors must make these available to shareholders at least six days prior to the Annual General Meeting.

Any shareholder may request, no later than 20 June 2012, that the Board of Directors provides to the Annual General Meeting specific information relating the Company, to the extent that such information is useful for the actual assessment of the items on the agenda. Furthermore, shareholders representing 1/20 of the paid-up share capital may request from the Board of Directors to disclose to the Annual General Meeting the amounts paid to each member of the Board of Directors or to the Company's managers during the last two years, as well as any other benefits granted to such persons under any contract between them and the Company or on any other basis.

Shareholders representing 1/5 of Company's paid-up share capital may request no later than 20 June 2012 that the Board of Directors provides to the Annual General Meeting information regarding the conduct of the Company's affairs and its financial condition.

In order to exercise any right mentioned in the present invitation, a shareholder is required to submit proof of its capacity as a shareholder and of the number of shares it holds at the time of exercising such right. Submission of a certificate from HELEX to that effect constitutes such proof.

This invitation, drafts of the resolutions to be proposed by the Board of Directors, as well as the other documents to be submitted to the Annual General Meeting are available on the Company's website: www.coca-colahellenic.com. Such documents are also available to shareholders in hard copy from the Company's Investor Relations Department (9 Fragoklissias Street, Maroussi, tel.: +30 210 6183 208).

In order to exercise any right mentioned in the present invitation, a shareholder is required to submit proof of its capacity as a shareholder and of the number of shares it holds at the time of exercising such right. Submission of a certificate from HELEX to that effect constitutes such proof.

This invitation, drafts of the resolutions to be proposed by the Board of Directors, as well as the other documents to be submitted to the Annual General Meeting are available on the Company's website: www.coca-colahellenic.com Such documents are also available to shareholders in hard copy from the Company's Investor Relations Department (9 Fragoklissias Street, Maroussi, tel.: +30 210 6183 208).

 

Maroussi, 8 May 2012

 

The Board of Directors

"COCA-COLA HELLENIC BOTTLING COMPANY S.A."