Result of AGM

RNS Number : 0635R

Coca-Cola HBC AG

24 June 2015

 



FOR IMMEDIATE RELEASE          

Coca-Cola HBC AG

Results of Annual General Meeting of Coca-Cola HBC AG and election of
Olusola (Sola) David-Borha and Alexandra Papalexopoulou
as new Non-Executive Directors

Zug, Switzerland - 24 June 2015 -Coca-Cola HBC AG ("Coca-Cola HBC") today announces that all of the proposals of the Board of Directors (the "Board") set out in the notice of the annual general meeting ("AGM") dated 21 May 2015 were duly passed by the requisite majority of shareholders at its AGM held on Tuesday 23 June 2015. The final results are set out below. A copy of the resolutions passed at the AGM has also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSMand on Coca-Cola HBC's website at www.coca‑colahellenic.com

As part of the AGM, Coca-Cola HBC's shareholders elected Mrs. Olusola (Sola) David-Borha and Mrs. Alexandra Papalexopoulou as non-executive directors to succeed Mrs. Susan Kilsby and Mr. Christos Ioannou who retired from the Board as of the AGM. Biographies of the new non-executive directors can be found at www.coca‑colahellenic.com. In addition, the AGM approved amendments to the articles of association of Coca-Cola HBC in order to replace the current stock option plan with performance share awards. Furthermore, the AGM adopted a proposal for share 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 also approved a dividend of EUR 0.36 per share out of capital contribution reserves. The full amount of EUR 0.36 per share will be paid on 28 July 2015 to holders of ordinary shares on the record date of 3 July 2015. The shares are expected to be traded ex-dividend as of 2 July 2015, in which case the last day on which the shares may be traded with the entitlement to receive dividends will be 1 July 2015.

Final ballot results

Proposal		Votes For	% (1)	Votes Against	% (1)	Abstentions cast	% (1)	Total votes cast	Votes not cast(2)	Voting rights represented (%)(3)
1.	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	268,340,556	99.91%	24,202	0.01%	223,252	0.08%	268,588,010	0	73.71%
2.1.	Appropriation of available earnings	268,364,759	99.92%	0	0.00%	223,251	0.08%	268,588,010	0	73.71%
2.2.	Declaration of a dividend	268,364,589	99.92%	150	0.00%	223,271	0.08%	268,588,010	0	73.71%
3.	Discharge of the members of the Board of Directors and the members of the Operating Committee	268,250,693	99.88%	111,085	0.04%	226,232	0.08%	268,588,010	0	73.71%
4.	Approval of share buy-back	268,364,664	99.92%	0	0.00%	223,346	0.08%	268,588,010	0	73.71%
5.1.	Amendment of Articles of Association	259,845,549	96.75%	8,516,985	3.17%	225,476	0.08%	268,588,010	0	73.71%
5.2.	Authorisation to adopt the amendment of the Stock Option Plan	258,780,742	96.35%	9,176,353	3.42%	630,915	0.23%	268,588,010	0	73.71%
6.	Advisory vote on the UK Remuneration Report (including the remuneration policy) and the Swiss Remuneration Report	213,911,712	79.64%	46,089,032	17.16%	8,587,266	3.20%	268,588,010	0	73.71%
7.1.1.	Re-election of George A. David as a member of the Board of Directors and election as the Chairman of the Board of Directors (in a single vote)	267,157,987	99.47%	1,208,157	0.45%	221,866	0.08%	268,588,010	0	73.71%
7.1.2.	Re-election of Antonio D'Amato as a member of the Board of Directors and election as a member of the Remuneration Committee (in a single vote)	266,039,861	99.05%	2,324,828	0.87%	223,321	0.08%	268,588,010	0	73.71%
7.1.3.	Re-election of Sir Michael Llewellyn-Smith as a member of the Board of Directors and election as a member of the Remuneration Committee (in a single vote)	265,753,881	98.95%	2,609,508	0.97%	224,621	0.08%	268,588,010	0	73.71%
7.1.4.	Re-election of Dimitris Lois as a member of the Board of Directors	268,064,526	99.81%	300,363	0.11%	223,121	0.08%	268,588,010	0	73.71%
7.1.5.	Re-election of Anastassis G. David as a member of the Board of Directors	265,596,721	98.89%	2,534,462	0.94%	456,827	0.17%	268,588,010	0	73.71%
7.1.6.	Re-election of Irial Finan as a member of the Board of Directors	265,971,276	99.03%	2,159,707	0.80%	457,027	0.17%	268,588,010	0	73.71%
7.1.7.	Re-election of Nigel Macdonald as a member of the Board of Directors	267,001,602	99.41%	1,361,787	0.51%	224,621	0.08%	268,588,010	0	73.71%
7.1.8.	Re-election of Anastasios I. Leventis as a member of the Board of Directors	266,290,642	99.14%	1,840,491	0.69%	456,877	0.17%	268,588,010	0	73.71%
7.1.9.	Re-election of Christo Leventis as a member of the Board of Directors	266,290,702	99.14%	1,840,491	0.69%	456,817	0.17%	268,588,010	0	73.71%
7.1.10.	Re-election of José Octavio Reyes as a member of the Board of Directors	260,575,058	97.02%	7,555,925	2.81%	457,027	0.17%	268,588,010	0	73.71%
7.1.11.	Re-election of John P. Sechi as a member of the Board of Directors	266,816,587	99.34%	1,546,697	0.58%	224,726	0.08%	268,588,010	0	73.71%
7.2.1.	Election of Olusola (Sola) David-Borha as a member of the Board of Directors	268,326,080	99.91%	37,204	0.01%	224,726	0.08%	268,588,010	0	73.71%
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)	268,303,157	99.90%	60,492	0.02%	224,361	0.08%	268,588,010	0	73.71%
8.	Election of the independent proxy	268,363,589	99.92%	0	0.00%	224,421	0.08%	268,588,010	0	73.71%
9.1.	Re-election of the statutory auditor	267,572,206	99.63%	791,443	0.29%	224,361	0.08%	268,588,010	0	73.71%
9.2.	Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes	268,321,596	99.90%	41,798	0.02%	224,616	0.08%	268,588,010	0	73.71%
9.3.	Re-election of the audit expert for audits of capital increases	268,323,001	99.90%	41,798	0.02%	223,211	0.08%	268,588,010	0	73.71%
10.1.	Approval of the maximum aggregate amount of the remuneration for the Board of Directors until the next annual general meeting	268,362,579	99.92%	1,510	0.00%	223,921	0.08%	268,588,010	0	73.71%
10.2.	Approval of the maximum aggregate amount of the remuneration for the Operating Committee for the next financial year	267,386,311	99.56%	60,629	0.02%	1,141,070	0.42%	268,588,010	0	73.71%

(1)     Percentages refer to applicable majority. Proposals 1-4 and 5.2-9 require approval by an absolute majority of the votes validly cast. Proposal 5.1 requires approval by a majority of two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented. Proposal 10 requires approval by a relative majority of the votes validly cast (still, percentages are indicated based on all votes validly cast).

(2)     Votes represented at the AGM but not (or not validly) cast.

(3)    Shares represented at the AGM for each proposal as a percentage of Coca-Cola HBC's outstanding voting rights, whether exercisable or not. As at the date of the AGM, Coca-Cola HBC's issued share capital consisted of 367,838,247 ordinary shares, of which 14,925 ordinary shares are held by Coca-Cola HBC AG and 3,430,135 shares are held by its subsidiary, Coca-Cola Hellenic Bottling Company S.A., in treasury. Accordingly, the total number of outstanding voting rights in Coca-Cola HBC, whether exercisable or not, was 364,393,187.

Enquiries

Coca‑Cola HBC Group Basak Kotler Investor Relations Director	Tel: [phone]  [e-mail]
Eri Tziveli Investor Relations Manager	Tel: [phone]  [e-mail]
Nikos Efstathopoulos Investor Relations Manager	Tel: [phone]  [e-mail]
International media contact: StockWell Communications Rob Morgan Ben Ullmann Anushka Mathew	Tel: [phone]  [e-mail]  [e-mail]  [e-mail]
Greek media contact: V+O Communications Argyro Oikonomou	Tel: [phone]  [e-mail]

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.

 

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