Zug, Switzerland – 21 May 2015 – The board of directors of Coca‑Cola HBC AG (the "Board of Directors") convenes the Annual General Meeting on 23 June 2015.
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, 23 June 2015, at 11:00 am CET, at Theater Casino Zug, Artherstrasse 2-4, Zug, Switzerland.
The Board of Directors proposes to elect Mrs. Olusola (Sola) David-Borha and Mrs. Alexandra Papalexopoulou as new members of the Board of Directors, both of whom are independent under the UK Corporate Governance Code, succeeding Susan Kilsby and Christos Ioannou who will retire at the end of the AGM, further details of which were announced separately on 19 May 2015. The AGM will also resolve on the dividend of EUR 0.36 per share out of capital contribution reserves (capped at CHF 200 million), which was initially announced on 18 February 2015 and further details of which were announced separately also on 19 May 2015. In addition, the Board of Directors proposes to amend the articles of association of Coca‑Cola HBC in order to replace the current stock option plan with performance share awards. Furthermore, the Board of Directors proposes to approve a buy-back programme of up to three million (3,000,000) ordinary shares of Coca‑Cola HBC for the purpose of neutralizing the dilution resulting from past and future issuances of shares under Coca‑Cola HBC’s equity compensation plans. 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 include the following proposals by the Board of Directors.
- Receipt of the 2014 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements
- Appropriation of available earnings and reserves / declaration of dividend
2.1. Appropriation of available earnings
2.2. Declaration of a dividend from reserves
- Discharge of the members of the Board of Directors and the members of the Operating Committee
- Approval of share buy-back
- Amendments regarding long-term incentive arrangements
5.1 Amendment of articles of association
5.2 Authorisation to adopt the amendment of the Stock Option Plan
- Advisory vote on the UK Remuneration Report (including the Remuneration Policy) and the Swiss Remuneration Report
- Election of the Board of Directors, the Chairman of the Board of Directors and the Remuneration Committee
7.1. Current members of the Board of Directors
7.1.1. Re-election of George A. David as a member of the Board of Directors and as the Chairman of the Board of Directors (in a single vote)
7.1.2. Re-election of Antonio D'Amato as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
7.1.3. Re-election of Sir Michael Llewellyn-Smith as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
7.1.4. Re-election of Dimitris Lois as a member of the Board of Directors
7.1.5. Re-election of Anastassis G. David as a member of the Board of Directors
7.1.6. Re-election of Irial Finan as a member of the Board of Directors
7.1.7. Re-election of Nigel Macdonald as a member of the Board of Directors
7.1.8. Re-election of Christo Leventis as a member of the Board of Directors
7.1.9. Re-election of Anastasios I. Leventis as a member of the Board of Directors
7.1.10. Re-election of José Octavio Reyes as a member of the Board of Directors
7.1.11. Re-election of John P. Sechi as a member of the Board of Directors
7.2. New members of the Board of Directors
7.2.1. Election of Olusola (Sola) David-Borha as a member of the Board of Directors
7.2.2. Election of Alexandra Papalexopoulou as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
- Election of the independent proxy
- Election of the auditors
9.1. Re-election of the statutory auditor
9.2. Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes
9.3. Re-election of the audit expert for audits of capital increases
- Approval of the remuneration of the Board of Directors and the Operating Committee
10.1. Approval of the maximum aggregate amount of the remuneration for the Board of Directors until the next annual general meeting
10.2. Approval of the maximum aggregate amount of the remuneration for the Operating Committee for the next financial year
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 is sent to all registered shareholders. It has also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM, as well as on Coca‑Cola HBC's website at http://www.coca-colahellenic.com/investorrelations/shareholderinfo/annual-general-meeting, together with the 2014 Integrated Annual Report and other relevant shareholder information.
Zug, 21 May 2015
Coca‑Cola HBC AG
The Board of Directors
About Coca–Cola HBC
Coca‑Cola HBC is the second-largest bottler of the brands of The Coca‑Cola Company in terms of volume with sales of more than 2 billion unit cases. It has a broad geographic footprint with operations in 28 countries serving a population of approximately 590 million people. Coca‑Cola HBC offers a diverse range of non-alcoholic ready to drink beverages in the sparkling, juice, water, sport, energy, tea and coffee categories. Coca‑Cola HBC 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 its business in ways that protect and preserve the environment and contribute to the socio-economic development of the local communities.
Coca‑Cola HBC has a premium listing on the London Stock Exchange (LSE: CCH) and its shares are listed on the Athens Exchange (ATHEX: EEE). Coca‑Cola HBC is included in the Dow Jones Sustainability and FTSE4Good Indexes. For more information, please visit http://www.coca-colahellenic.com.