Coca Cola HBC : AGM Notice

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other independent legal, tax or financial adviser immediately.

If you have sold or otherwise transferred all of your shares in Coca-Cola HBC AG, please send this document, together with the accompanying reply form as soon as possible to the purchaser or transferee or to the custodian, nominee, bank representative or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Notice of Annual General Meeting of

Coca-Cola HBC AG

incorporated as a stock corporation (Aktiengesellschaft) under the laws of Switzerland and registered in Switzerland with business identification number CHE-235.296.902, registered office in Steinhausen and registered address at Turmstrasse 26, 6312 Steinhausen, Switzerland

Wednesday, 17 May 2023

10:00 am CET

at Turmstrasse 26, 6312 Steinhausen,

Switzerland

Opening of doors to meeting room: 9:30 am CET

Beginning of meeting: 10:00 am CET

(This page has been left blank intentionally)

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Coca-Cola HBC AG

Letter from the Board of Directors

Zug, 13 April 2023

Annual General Meeting of Coca-Cola HBC AG to be held on 17 May 2023

Dear shareholders,

We are writing to you in connection with Coca-Cola HBC AG's annual general meeting (the "Annual General Meeting"), which will be held on Wednesday, 17 May 2023 at 10:00 am CET at Turmstrasse 26, 6312 Steinhausen, Switzerland. The formal notice convening the Annual General Meeting is set out at the end of this letter, beginning on page 5 (the "Notice").

1. Proposals of the Board of Directors

The proposals of the Board of Directors to be considered at the Annual General Meeting are as follows:

1. To receive the 2022 Integrated Annual Report and to approve the annual management report, the stand-alone financial statements and the consolidated financial statements of Coca-Cola HBC AG and its subsidiaries for the financial year ended on 31 December 2022.
2. To carry forward the accumulated losses and to declare for each ordinary registered share of Coca-Cola HBC AG with a par value of CHF 6.70 out of the general capital contribution reserve an ordinary dividend of EUR 0.78; as shown in the stand alone financial statements (capped at a total aggregate amount of CHF 300,000,000).
3. To grant discharge to the members of the Board of Directors and the members of the Executive Leadership Team for the financial year ended on 31 December 2022.
4. To re-elect certain current members of the Board of Directors and the Chairman of the Board of Directors, to elect new members of the Board of Directors and to re-elect the members of the Remuneration Committee.
5. To re-elect Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Zurich, Switzerland, as the independent proxy of Coca-Cola HBC AG.
6. To (i) re-elect PricewaterhouseCoopers AG, Switzerland, as the statutory auditor of Coca-Cola HBC AG; and (ii) approve, by way of an advisory vote, the re-appointment of PricewaterhouseCoopers S.A., Greece, as the independent registered public accounting firm of Coca-Cola HBC AG for the purposes of reporting under the applicable rules of the UK's Financial Conduct Authority.
7. To approve, by way of an advisory vote, the UK Remuneration Report of Coca-Cola HBC AG, excluding the section containing the Remuneration Policy of Coca-Cola HBC AG for the purposes of this resolution.
8. To approve, by way of a separate advisory vote, the Remuneration Policy of Coca-Cola HBC AG.
9. To approve, by way of an advisory vote, the Swiss Remuneration Report of Coca-Cola HBC AG.
10. To approve the maximum aggregate amount of the remuneration of the Board of Directors until the next annual general meeting and the maximum aggregate amount of the remuneration of the Executive Leadership Team for the next financial year.
11. To approve a buy-back of up to 10,000,000 Coca-Cola HBC AG ordinary shares in order to (i) avoid dilution resulting from the issuance of stock options or (ii) meet the requirements of the Coca-Cola HBC AG employee incentive scheme and (iii) provide, in suitable circumstances, the flexibility to manage the capital resources of Coca-Cola HBC AG.

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The Notice contains the full and authoritative text of the items of the agenda and the proposals of the Board of Directors. It also sets out further detail and explanation in relation to each proposal to be considered at the Annual General Meeting.

Your attention is also drawn to the recommendation of the Board of Directors set out on page 17 of the Notice.

A reply form in relation to the Annual General Meeting is enclosed with this document and should be filled out and returned in accordance with the instructions printed on the form as soon as possible, and in any event, no later than 10 May 2023. Alternatively, you may make use of an online proxy voting platform before 11 May 2023 by using the URL and your access code printed on your reply form. The section headed "Organisational matters and notes" beginning on page 17 of the Notice also sets the procedures for your voting. You should read this information carefully before completing the reply form.

The Annual General Meeting provides shareholders with an opportunity to communicate with the Board of Directors and we welcome your participation.

Yours faithfully
By order of the Board of Directors
Anastassis G. David, Chairman	(letter without signature)

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting ("Annual General Meeting") of Coca-Cola HBC AG will be held on Wednesday, 17 May 2023 at 10:00 am CET. In accordance with art. 13 para. 2 and 3 of Coca-Cola HBC AG's articles of association ("Articles of Association") the Annual General Meeting will be held at Turmstrasse 26, 6312 Steinhausen, Switzerland. The Annual General Meeting will be conducted in English.

Agenda

The meeting will consider the following agenda items:

1. Receipt of the 2022 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements
2. Appropriation of losses and reserves / declaration of dividend
3. 1. Appropriation of losses
   2. Declaration of dividend from reserves
4. Discharge of the members of the Board of Directors and the members of the Executive Leadership Team
5. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remunera­ tion Committee
6. 1. Current members of the Board of Directors
   2. 1. Re-electionof Anastassis G. David as a member of the Board of Directors and as the Chairman of the Board of Directors (in a single vote)
      2. Re-electionof Zoran Bogdanovic as a member of the Board of Directors
      3. Re-electionof Charlotte J. Boyle as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
      4. Re-electionof Reto Francioni as a member of the Board of Directors and as a member of the Remuneration­ Committee (in a single vote)
      5. Re-electionof Olusola (Sola) David-Borha as a member of the Board of Directors
      6. Re-electionof William W. (Bill) Douglas III as a member of the Board of Directors
      7. Re-electionof Anastasios I. Leventis as a member of the Board of Directors
      8. Re-electionof Christodoulos (Christo) Leventis as a member of the Board of Directors
      9. Re-electionof Alexandra Papalexopoulou as a member of the Board of Directors
      10. Re-electionof Anna Diamantopoulou as member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
      11. Re-electionof Henrique Braun as member of the Board of Directors
   3. New members of the Board of Directors
   4. 1. Election of George Pavlos Leventis as a new member of the Board of Directors
      2. Election of Evguenia Stoitchkova as a new member of the Board of Directors
7. Election of the independent proxy
8. Election of the auditors
9. 1. Re-electionof the statutory auditor
   2. Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes
10. Advisory vote on the UK Remuneration Report
11. Advisory vote on the Remuneration Policy
12. Advisory vote on the Swiss Remuneration Report

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