Coca-Cola HBC AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 17.12.2025/nPublicly viewable until: 17.12.2026/nPublication number: UP04-0000007533/nInvitation to the extraordinary general meeting/nCoca-Cola HBC AG/nOrganisation concerned:/nCoca-Cola HBC AG/nCHE-235.296.902/nTurmstrasse 26/n6312 Steinhausen/nGeneral meeting details:/n19.01.2026, 09.30 Uhr.

Turmstrasse 26/n6312 Steinhausen/nSwitzerland/nInvitation/Agenda:
/nThe Extraordinary General Meeting will consider the following agenda items:/n1. Introduction of a capital band provision in a new art. 6a in the Articles of Association/nto enable the completion of the Sale and Purchase Agreement and in connection with/nthe Option Agreement (both, as defined in the Notice of the Extraordinary General/nMeeting);
/n2. Introduction of a new art. 10a in the Articles of Association to permit the use and/ntransfer of a certain number of the Company's registered shares held in treasury by/nexcluding existing pre-emptive rights of shareholders in connection with the Sale and/nPurchase Agreement and the Option Agreement (both, as defined in the Notice of the/nExtraordinary General Meeting);
and/n3. Amendment of art. 28 para. 2 of the Articles of Association and the introduction of/nnew art. 28 para. 2bis, art. 28 para. 2ter and art. 29bis in the Articles of Association for/nthe purpose of effecting certain governance related changes in line with the Coca-Cola/nHBC Shareholder Agreement with effect upon completion of the Sale and Purchase/nAgreement (both, as defined in the Notice of the Extraordinary General Meeting)./nFor further details, we refer to the Notice of the Extraordinary General Meeting and the/nshareholder circular dated 17 December 2025.

which is made available on Coca-Cola/nHBC's website at https:
//www.coca-colahellenic.com/en/investor-relations/shareholder-/ncentre/agm-egm ./nRemarks:/nThe full text of the Notice of the Extraordinary General Meeting is attached as a PDF to/nthis publication./nTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the/naction you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other/nindependent legal, tax or financial adviser immediately./nIf you have sold or otherwise transferred all of your shares in Coca-Cola HBC AG, please send this document,/ntogether with the accompanying reply form as soon as possible to the purchaser or transferee or to the custo-/ndian, nominee, bank representative or other agent through whom the sale or transfer was effected, for delivery/nto the purchaser or transferee./nNotice of Extraordinary General Meeting of/nincorporated as a stock corporation (Aktiengesellschaft)/nunder the laws of Switzerland and registered in Switzerland/nwith business identification number CHE-235.296.902, regis-/ntered office in Steinhausen and registered address at Turm-/nstrasse 26, 6312 Steinhausen, Switzerland/nMonday.

19 January 2026/n09:
30 a.m. CET/nat Turmstrasse 26, 6312 Steinhausen,/nSwitzerland/nOpening of doors to meeting room: 09:00 a.m.

CET/nBeginning of meeting:
09:30 a.m. CET/n2/n(This page has been left blank intentionally)/n3/nCoca-Cola HBC AG/nLetter from the Board of Directors/nZug, 17 December 2025/nExtraordinary General Meeting of Coca-Cola HBC AG to be held on 19 January 2026/nDear shareholders,/nWe are writing to you in connection with Coca-Cola HBC AG's extraordinary general meeting (the ""Extraordinary/nGeneral Meeting""), which will be held on 19 January 2026 at 9.30 a.m. CET at Coca-Cola HBC AG's head office/nat Turmstrasse 26, 6312 Steinhausen, Switzerland./nAs announced on 21 October 2025, Coca-Cola HBC AG (the ""Company"") agreed to acquire 75 per cent. of the/nequity interest of Coca-Cola Beverages Africa Pty Ltd (""CCBA"") by entering into a sale and purchase agreement/ndated 21 October 2025 between the Company, Coca-Cola HBC Holdings BV (""CCHBV""), European Refreshments/nUnlimited Company (""TCCC-1"") and Coca-Cola Holdings Africa Ltd (""CCHA"", together with TCCC-1, the ""TCCC/nSellers""), Gutsche Family Investments Pty Ltd (""GFI"") and CCBA (the ""Sale and Purchase Agreement"").

Pursuant/nto the Sale and Purchase Agreement, the Company and CCHBV have agreed to acquire:
(i) a 41.52 per cent./nequity interest in CCBA from TCCC Sellers for USD 1.3 billion in cash (the ""TCCC Acquisition"");
and (ii) a 33.48/nper cent. equity interest in CCBA from GFI (representing GFI's entire interest in CCBA) for approximately/nUSD 308 million in cash and 21'027'676 Company registered shares (the ""Purchase Consideration Shares"";
such/nacquisition the ""GFI Acquisition"";
and the GFI Acquisition together with the TCCC Acquisition, the ""Acquisi-/ntion""). At the time of entering into the Sale and Purchase Agreement, the equity value for 100 per cent. of CCBA/nwas valued at USD 3.4 billion./nIn addition: (i) TCCC-1 has agreed to grant CCHBV a call option with a five-year call period, exercisable between/nthree and five years following completion of the Sale and Purchase Agreement (""Completion"") under which/nCCHBV will be able to purchase up to the remaining 25 per cent. equity interest in CCBA which will still be owned/nby TCCC-1 following Completion (the ""Call Option"");
and (ii) CCHBV has agreed to grant TCCC-1 a put option/nenabling TCCC-1 to sell its remaining equity interest in CCBA to CCHBV between three and a half and six years/nfollowing Completion (the ""Put Option"", together with the Call Option, the ""CCBA Option"";
and the agreement/nunderlying the CCBA Option, the Option Agreement (as defined in the proposed amendments to the Articles);
/nthe Acquisition and the CCBA Option together the ""Transaction""). As announced on 21 October 2025, certain/nmatters in the context of the Transaction must be approved by the shareholders as set out below./nFinally, in connection with the Acquisition, the Company agreed the terms of a shareholders' agreement with/nCoca-Cola HBC Grouping Inc. (the ""TCCC Shareholder""), a wholly-owned subsidiary of The Coca-Cola Company/n(""TCCC""), and Kar-Tess Holding to be entered into at Completion to regulate certain aspects of the Company's/ngovernance post-Completion (the ""Coca-Cola HBC Shareholder Agreement"")./nTo give effect to the Acquisition, the Company must be able to issue new Company registered shares and also/nseeks the flexibility to use a certain number of own Company registered shares. The Company also seeks the/nflexibility to issue new Company registered shares and/or use a certain number of Company registered shares/nheld in treasury in connection with the CCBA Option. Furthermore, certain amendments need to be made to/nthe Company's articles of association (the ""Articles"") to give effect to the Coca-Cola HBC Shareholder Agree-/nment. The board of directors of the Company (the ""Board of Directors"") therefore seeks the approval of the/nshareholders with regard to the matters set forth under the title ""Proposals of the Board of Directors"" below./n4/nProposals of the Board of Directors/nThe proposals of the Board of Directors to be considered and voted upon at the Extraordinary General Meeting/nare as follows:/n- To approve the introduction of a capital band provision in a new art. 6a in the Articles of Association to/nenable the completion of the Sale and Purchase Agreement and in connection with the Option Agreement/n(as defined below) (see agenda item 1);
/n- To approve the introduction of a new art. 10a in the Articles of Association to permit the use and transfer/nof a certain number of the Company's registered shares held in treasury by excluding existing pre-emptive/nrights of shareholders in connection with the Sale and Purchase Agreement and the Option Agreement/n(as defined below) (see agenda item 2);
and/n- To approve the amendment of art. 28 para. 2 of the Articles of Association and the introduction of new/nart. 28 para. 2bis, art. 28 para. 2ter and art. 29bis in the Articles of Association for the purpose of effecting/ncertain governance related changes in line with the Coca-Cola HBC Shareholder Agreement with effect/nupon completion of the Sale and Purchase Agreement (see agenda ite"

Coca-Cola HBC AG, in Steinhausen, CHE-235.296.902, Aktiengesellschaft (SHAB Nr. 43 vom 04.03.2025, Publ. 1006272534).

Statutenänderung:
23.05.2025. [Änderung nicht publikationspflichtiger Tatsachen].

Ausgeschiedene Personen und erloschene Unterschriften:
Douglas III, William W., amerikanischer Staatsangehöriger, in Bishop (US), Mitglied des Verwaltungsrates, ohne Zeichnungsberechtigung;
Francioni, Reto, von Zürich, in Brugg, Mitglied des Verwaltungsrates, ohne Zeichnungsberechtigung.

Eingetragene Personen neu oder mutierend:
Lekkas, Pantelis Doros, genannt Linos, griechischer Staatsangehöriger, in Abu Dhabi (AE), Mitglied des Verwaltungsrates, ohne Zeichnungsberechtigung;
Pantzaris, Stavros, zyprischer Staatsangehöriger, in Nicosia (CY), Mitglied des Verwaltungsrates, ohne Zeichnungsberechtigung.

"Rubrik: Mitteilungen an Gesellschafter/nUnterrubrik: Einladung zur Generalversammlung/nPublikationsdatum: SHAB 23.04.2025/nÖffentlich einsehbar bis: 23.04.2026/nMeldungsnummer: UP04-0000007071/nEinladung zur ordentlichen Generalversammlung/nCoca-Cola HBC AG/nBetroffene Organisation:/nCoca-Cola HBC AG/nCHE-235.296.902/nTurmstrasse 26/n6312 Steinhausen/nAngaben zur Generalversammlung:/n23.05.2025, 09.30 Uhr, Turmstrasse 26, 6312 Steinhausen,/nSwitzerland/nEinladungstext/Traktanden:/nThe meeting will consider the following agenda items (please find all further information/nin the PDF-attachment):/n1. Receipt of the 2024 Integrated Annual Report, as well as approval of the annual/nmanagement report, the stand-alone financial statements and the consolidated financial/nstatements/n2. Approval of the non-financial report under Swiss statutory law for the financial year/nended on 31 December 2024/n3. Appropriation of earnings and reserves / declaration of dividend/n3.1 Appropriation of available earnings/n3.2 Declaration of dividend from reserves/n4. Discharge of the members of the Board of Directors and the members of the Executive/nLeadership Team/n5. Election of the Board of Directors, the Chairman of the Board of Directors and the/nmembers of the Remuneration Committee/n5.1 Current members of the Board of Directors/n5.1.1 Re-election of Anastassis G. David as a member of the Board of Directors and as the/nChairman of the Board of Directors (in a single vote)/n5.1.2 Re-election of Zulikat Wuraola Abiola as a member of the Board of Directors/n5.1.3 Re-election of Elizabeth Bastoni as a member of the Board of Directors and as a/nmember of the Remuneration Committee (in a single vote)/n5.1.4 Re-election of Zoran Bogdanovic as a member of the Board of Directors/n5.1.5 Re-election of Charlotte J. Boyle as a member of the Board of Directors and as a/nmember of the Remuneration Committee (in a single vote)/n5.1.6 Re-election of Henrique Braun as member of the Board of Directors/n5.1.7 Re-election of Anastasios I. Leventis as a member of the Board of Directors/n5.1.8 Re-election of Christodoulos (Christo) Leventis as a member of the Board of/nDirectors/n5.1.9 Re-election of George Pavlos Leventis as a member of the Board of Directors/n5.1.10 Re-election of Evguenia Stoitchkova as a member of the Board of Directors/n5.1.11 Re-election of Glykeria Tsernou as a member of the Board of Directors/n5.2 New members of the Board of Directors/n5.2.1 Election of Stavros Pantzaris as a new member of the Board of Directors/n5.2.2 Election of Pantelis (""Linos"") D. Lekkas as a new member of the Board of Directors/nand as a new member of the Remuneration Committee (in a single vote)/n6. Election of the independent proxy/n7. Election of the auditors/n7.1 Re-election of the statutory auditor/n7.2 Advisory vote on the re-appointment of the independent registered public/naccounting firm for UK purposes/n8. Advisory vote on the UK Remuneration Report/n9. Advisory vote on the Remuneration Policy/n10. Advisory vote on the Swiss Remuneration Report/n11. Approval of the remuneration of the Board of Directors and the Executive Leadership/nTeam/n11.1 Approval of the maximum aggregate amount of remuneration for the Board of/nDirectors until the next annual general meeting/n11.2 Approval of the maximum aggregate amount of remuneration for the Executive/nLeadership Team for the next financial year/n12. Approval of amendments to the Articles of Association in respect of management/nincentive and longterm incentive arrangements/n13.

Approval of share buy-back/nBemerkungen:
/nThe full text of the AGM Notice is attached as a PDF to this publication./nTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the/naction you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other/nindependent legal, tax or financial adviser immediately./nIf you have sold or otherwise transferred all of your shares in Coca-Cola HBC AG, please send this document,/ntogether with the accompanying reply form as soon as possible to the purchaser or transferee or to the custo-/ndian, nominee, bank representative or other agent through whom the sale or transfer was effected, for delivery/nto the purchaser or transferee./nNotice of Annual General Meeting of/nincorporated as a stock corporation (Aktiengesellschaft)/nunder the laws of Switzerland and registered in Switzerland/nwith business identification number CHE-235.296.902, regis-/ntered office in Steinhausen and registered address at Turm-/nstrasse 26, 6312 Steinhausen, Switzerland/nFriday.

23 May 2025/n09:
30 am CEST/nat Turmstrasse 26, 6312 Steinhausen,/nSwitzerland/nOpening of doors to meeting room: 09:00 am CEST/nBeginning of meeting: 09:30 am CEST/n2/nCoca-Cola HBC AG/nLetter from the Board of Directors/nZug, 23 April 2025/nAnnual General Meeting of Coca-Cola HBC AG to be held on 23 May 2025/nDear shareholders,/nWe are writing to you in connection with Coca-Cola HBC AG's annual general meeting (the ""Annual General/nMeeting""), which will be held on Friday.

23 May 2025 at 09:
30 am CEST at Turmstrasse 26, 6312 Steinhausen,/nSwitzerland. The formal notice convening the Annual General Meeting is set out at the end of this letter, begin-/nning on page 4 (the ""Notice"")./n1.

Proposals of the Board of Directors/nThe proposals of the Board of Directors to be considered at the Annual General Meeting are as follows:
/n1. To receive the 2024 Integrated Annual Report and to approve the annual management report, the/nstand-alone financial statements and the consolidated financial statements of Coca-Cola HBC AG and its/nsubsidiaries for the financial year ended on 31 December 2024./n2. To approve the non-financial report under Swiss statutory law for the financial year ended on 31 Decem-/nber 2024./n3. To carry forward the accumulated profit and to declare for each ordinary registered share of Coca-Cola/nHBC AG with a par value of CHF 6.70 out of the general capital contribution reserve an ordinary dividend/nof EUR 1.03, as shown in the stand-alone financial statements./n4. To grant discharge to the members of the Board of Directors and the members of the Executive Leader-/nship Team for the financial year ended on 31 December 2024./n5. To re-elect certain current members of the Board of Directors and the Chairman of the Board of Directors,/nto elect new members of the Board of Directors and to re-elect the members and elect new members of/nthe Remuneration Committee./n6. To re-elect Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Zurich, Switzerland, as the independent proxy/nof Coca-Cola HBC AG./n7. To (i) re-elect PricewaterhouseCoopers AG, Switzerland, as the statutory auditor of Coca-Cola HBC AG;
/nand (ii) approve, by way of an advisory vote, the re-appointment of PricewaterhouseCoopers S.A., Greece,/nas the independent registered public accounting firm of Coca-Cola HBC AG for the purposes of reporting/nunder the applicable rules of the UK's Financial Conduct Authority./n8. To approve, by way of an advisory vote, the UK Remuneration Report of Coca-Cola HBC AG, excluding the/nsection containing the Remuneration Policy of Coca-Cola HBC AG for the purposes of this resolution./n9. To approve, by way of a separate advisory vote, the Remuneration Policy of Coca-Cola HBC AG./n3/n10. To approve, by way of an advisory vote, the Swiss Remuneration Report of Coca-Cola HBC AG./n11. To approve the maximum aggregate amount of the remuneration of the Board of Directors until the next/nannual general meeting and the maximum aggregate amount of the remuneration of the Executive Lead-/nership Team for the next financial year./n12. To approve the amendments to article 33 paragraph 1 no. 1 and no. 4 and article 33 paragraph 2 no. 1 of/nthe articles of association in respect of the management incentive and long-term incentive arrangements/nof Coca-Cola HBC AG./n13. To approve a buy-back of up to 15,000,000 Coca-Cola HBC AG ordinary shares to: (i) avoid dilution result-/n ing from the issuance of stoc"