Coca Cola HBC : 2021 AGM short form resolution

Resolutions passed at the Annual General Meeting of Coca-ColaHBC AG

held on Tuesday, 22 June 2021; 11:00 am CET

by Independent Proxy only

at Turmstrasse 26, 6312 Steinhausen, Switzerland

Presence

261'996'545	shares represented
70.64	of the total issued share capital(1)
71.78	of the outstanding voting rights, whether
	exercisable or not(1)

1. On 22 June 2021, Coca-Cola HBC AG's total issued share capital of CHF 2,484,845,997.90 consist- ed of 370,872,537 ordinary shares, of which 2,464,448 ordinary shares are held by Coca- Cola HBC AG and 3,430,135 ordinary shares are held by its subsidiary, COCA-COLA HBC SERVICES MEPE, in treasury. Accordingly, the total number of outstanding voting rights (whether exercisa- ble or not) in Coca-Cola HBC AG as at 22 June 2021 is 364,977,954.

Agenda items

The following resolutions have been passed:

1 Receipt of the 2020 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements for the financial year ended 31 December 2020

The shareholders passed the resolution by
Votes for	261 582 982	(99.84%)
Votes against	22 403	( 0.01%)
Abstentions cast	391 160	( 0.15%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0
(Percentages are calculated based on total votes cast.)

2

Consequently, (i) the integrated annual report of Coca-Cola HBC AG for the financial year ended 31 December 2020 has thereby been received, and (ii) the annual management report and the stand-alone financial statements of the Company as well as the consolidated financial statements of Coca-Cola HBC AG and its subsidiaries for the financial year ended on 31 December 2020 have thereby been ap- proved.

2 Appropriation of available earnings and reserves / declaration of dividend

2.1 Appropriation of available earnings

The shareholders passed the resolution by

Votes for	260 531 924	(99.44%)
Votes against	1 416 947	( 0.54%)
Abstentions cast	47 674	( 0.02%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

The carrying forward of the retained earnings as proposed by the Board of Directors has been approved.

2.2 Declaration of dividend from reserves The shareholders passed the resolution by

Votes for	260 286 822	(99.35%)
Votes against	1 619 843	( 0.62%)
Abstentions cast	89 880	( 0.03%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

The declaration of (i) a gross dividend of EUR 0.64 (the "Dividend") on each ordinary registered share with a par value of CHF 6.70 from the general capital contri-

3

bution reserve has been approved. Own shares held directly by the Company are not entitled to Dividends. The total aggregate amount of the Dividends shall be capped at an amount of CHF 300,000,000 (the "Cap"), and thus will reduce the general capital contribution reserve of CHF 4,229,620,421.81, as shown in the stand-alone financial statements of the Company as of 31 December 2020, by a maximum of CHF 300,000,000. To the extent that the Dividend calculated on EUR 0.67 per share respectively would exceed the Cap on the day of the Annual General Meeting, due to the exchange rate determined by the Board of Directors in its reasonable opinion, the Euro per share amount of the Dividend shall be reduced on a pro-rata basis so that the aggregate amount of all Dividends paid does not

exceed the	Cap.	Payment	of the Dividend is	anticipated to be made on
3	August 2021	to	holders of	Coca-Cola HBC AG	shares on the record date of
9	July 2021.

3 Discharge of the members of the Board of Directors and the members of the Operating Committee

The shareholders passed the resolution by

Votes for	253 377 106	(96.82%)
Votes against	1 505 257	( 0.58%)
Abstentions cast	6 790 462	( 2.60%)
Total votes cast	261 672 825	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

The discharge to the members of the Board of Directors and the members of the Operating Committee for the financial year beginning on 1 January 2020 and ending on 31 December 2020 has been approved.

4 Election of the Board of Directors, the Chairman of the Board of Directors and the Remuneration Committee

4.1 Current members of the Board of Directors

4.1.1 Re-election of Anastassis G. David as a member of the Board of Directors and as the Chairman of the Board of Directors (in a single vote)

The shareholders passed the resolution by

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Votes for	238 272 253	(90.95%)
Votes against	22 012 473	( 8.40%)
Abstentions cast	1 711 819	( 0.65%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

Anastassis G. David has thereby been re-elected as a member of the Board of Directors and as the Chairman of the Board of Directors, in each case, for a term of one year until the end of the next annual general meeting in 2022.

4.1.2 Re-election of Zoran Bogdanovic as a member of the Board of Directors

The shareholders passed the resolution by
Votes for	258 988 092	(98.85%)
Votes against	2 959 939	( 1.13%)
Abstentions cast	48 514	( 0.02%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

Zoran Bogdanovic has thereby been re-elected as a member of the Board of Directors for a term of one year until the end of the next annual general meeting in 2022.

4.1.3 Re-election of Charlotte J. Boyle as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

The shareholders passed the resolution by

Votes for	241 638 220	(92.23%)
Votes against	20 309 579	( 7.75%)
Abstentions cast	48 746	( 0.02%)

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Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

Charlotte J. Boyle1 has thereby been re-elected as a member of the Board of Directors and as a member of the Remuneration Committee, in each case, for a term of one year until the end of the next annual general meeting in 2022.

4.1.4 Re-election of Reto Francioni as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)

The shareholders passed the resolution by

Votes for	235 820 439	(90.01%)
Votes against	26 086 438	( 9.96%)
Abstentions cast	89 668	( 0.03%)
Total votes cast	261 996 545	(100.00)
Votes not cast (or invalid)	0

(Percentages are calculated based on total votes cast.)

Reto Francioni has thereby been re-elected as a member of the Board of Directors and as a member of the Remuneration Committee, in each case, for a term of one year until the end of the next annual general meeting in 2022.

4.1.5 Re-election of Olusola (Sola) David-Borha as a member of the Board of Directors The shareholders passed the resolution by

Votes for	258 858 471	(98.80%)
Votes against	3 089 254	( 1.18%)
Abstentions cast	48 820	( 0.02%)
Total votes cast	261 996 545	(100.00)

1 Generally being known under the name Charlotte J. Boyle, her official name is Charlotte Jane Cooper-Evans.