CORRECT VERSION INVITATION to the Shareholders of the Societe Anonyme under the trade name "COCA-COLA HELLENIC BOTTLING COMPANY S.A."to an Annual General Meeting

As resolved by the Company's Board of Directors on 16 March 2011, at its meeting no. 878, 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 the Company's seat, in Maroussi of Attica, at the Shopping Mall "The Mall Athens", at the Village Cinemas, Room Europa 05, 35 Andreas Papandreou Street, Maroussi, on Friday, 6 May 2011, at 11:00 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 31.12.2010.
  2. Submission and approval of the Company's annual financial statements for the fiscal year which ended on 31.12.2010 and of the Company's consolidated financial statements.
  3. Discharge of the members of the board of directors and of the statutory auditors of the
    Company from any liability for their activity during the fiscal year ended on 31.12.2010.
  4. Approval of 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 2010 and pre-approval of remuneration for the fiscal year 2011.
  5. Election of statutory auditors for the fiscal year 2011 (1.1.2011 - 31.12.2011) and determination of their fees.
  6. Approval of the financial results for the fiscal year 2010.
  7. Approval of election of a new member of the board of directors in replacement of  a member who resigned.
  8. Election of the board of directors due to expiry of its term. 
  9. Increase of the Company's share capital through capitalization of reserves and the simultaneous increase in the nominal value of its shares.
  10. 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.
  11. Amendment of Article 3 of the Articles of Association and codification of the Articles of Association.


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 Friday, 20 May 2011, at 11:00 at the Company's seat and at the same place. If a quorum is still not achieved, the shareholders are invited to a 2nd Repeat Annual General Meeting on Friday, 3 June 2011, at 11:00 at the Company's seat and at the same place. It is noted that new invitation shall not be published as is not required for the repeat Meetings, according to article 29 of Codified Law 2190/1920, as in force.

According to articles 26 paragraphs 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 1st May 2011, (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 not later than on 3 May 2011. Similarly, in case of a Repeat Annual General Meeting, shareholder capacity must exist at the beginning of the fourth date preceding the Repeat Annual General Meeting (on 16 May 2011 and 30 May 2011 respectively), and the written confirmation by HELEX to that effect must be received by the Company not later than on the third day prior to the Repeat Annual General Meeting (on 17 May 2011 and 31 May 2011 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 Frangoklissias 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:

  1. a controlling shareholder of the Company or is a different legal entity controlled by such shareholder
  2. 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.
  3. 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.
  4. is a spouse or a first-degree relative with the individuals of cases a) to c) above.

The Articles of Association do not allow participation in the Annual 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 21 April 2011. Such request should outline the reasoning or a draft of resolution to be approved by the Annual 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 2 of Codified Law 2190/1920, following a request received by the Board of Directors no later than 29 April 2011. The Board of Directors must make these available to the shareholders at least six days prior to the Annual General Meeting.
  • Any shareholder may request, no later than 29 April 2011, that the Board of Directors provides to the General Assembly 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 that 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 who represent 1/5 of Company's paid-up share capital may request, no later than 29 April 2011, that the Board of Directors provides to the General Assembly 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 General Assembly are available on the Company's website: www.coca-colahellenic.com Such documents are also available to shareholders in hard copy from Company's Investor Relations Department (9 Frangoklissias Street, Maroussi, tel.: +30 210 6183 208).

Maroussi, 16 March 2011

The Board of Directors

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