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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

Tuesday,22June2021

11:00 am CET

By Independent Proxy only

atTurmstrasse26,6312 Steinhausen,

Switzerland

Beginning of meeting: 11:00 am CET

Important Notice related to COVID-19pandemic: The Ordinance 3 on Measures to Combat the Coronavirus (COVID-19)(COVID-19 Ordinance 3) of 19 June 2020, valid until 31 December 2021, declares that in the case of company meetings such as annual general meetings, the organizer may order participants to exercise their rights exclusively (i) in writing or online; or (ii) through an independent proxy appointed by the organizer. This essentially amounts to a ban on the physical presence of shareholders and, therefore, the organizer restricts voting at the 2021 AGM to voting only by independent shareholder proxy.

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Coca-Cola HBC AG

Letter from the Board of Directors

Zug, 21 May 2021

Annual General Meeting of Coca-Cola HBC AG to be held on 22 June 2021

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 Tuesday, 22 June 2021 at 11:00 am CET, without attendance in person due to the COVID-

19 pandemic. 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 2020 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 2020.
  2. To carry forward the available earnings 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 0.64; 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 Operating Committee for the financial year ended on 31 December 2020.
  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. Tore-electMs. 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 Operating Committee 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 toeach proposal tobe 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 15 June 2021. Alternatively, you may make use of an online proxy voting platform before 16 June 2021 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.

2. Important Message in connection with the COVID-19 pandemic

We have the following important message for you in connection with special restrictions imposed by the COVID-

19 pandemic and the extraordinary circumstances caused by it:

In summary, the following restrictions will apply to the Annual General Meeting of Coca-Cola HBC AG to be held on 22 June2021:

  • Physical attendance byshareholders at the Annual General Meeting is not permitted under Swiss law. Therefore, you will not be able to attend the Annual General Meeting in person.
  • Voting will be possible by independent proxy only. Please refer to pages17 et seq. for detailed instructions on how to exercise your voting rights.

On 13 March 2020, in view of the accelerated spread of coronavirus, Switzerland declared an "extraordinary situation" under the Swiss federal Epidemic Act, allowing the government to adopt special measures to protect the public.

On 19 June 2020, the Swiss Federal Council implemented and updated the Ordinance on Measures to Combat the Coronavirus (COVID-19) (Ordinance 3) (the "Ordinance") which remains valid until 31 December 2021 (unless extended). In the Ordinance, the Swiss Federal Council introduced inter alia, what essentially amounts to a ban on holding company meetings.

This Ordinance has consequences for attending and the method of voting at the Annual General Meeting,as thebanon holding company meetings includes generalmeetingsofSwisscompanies,suchastheAnnualGeneral Meeting, where there is physical attendance by shareholders.

In order to enable Swiss companies to hold their general meetings despite the current restrictions, the Ordinance authorizes the holding of general meetings in writing, in electronic from, or by an independent proxy designated by the company.

In line with the provisions of the Ordinance, the Board of Directors has decided that shareholder voting at the Annual General Meeting shall be possible only through voting by the elected independent proxy of Coca-Cola HBC AG, Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Raemistrasse 5, CH-8024 Zurich (the "Independent Proxy"). For detailed instructions on how to exercise your voting rights at the Annual General Meeting, please see pages 17 et seq.

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 Tuesday, 22 June 2021 at 11:00 am CET. In accordance with art. 16 para. 2 and 3 of Coca-Cola HBC AG's articles of association ("Articles of Association") and in accordance with art. 27 of the Ordinance, the Annual General Meeting will be held with shareholders voting by independent proxy and physical attendance by shareholders not being permitted. The Annual General Meeting will be conducted in English.

Agenda

The meeting will consider the following agenda items:

  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
  2. Appropriation of available earnings and reserves / declaration of dividend
    1. Appropriation of available earnings
    2. Declaration of dividend from reserves
  3. Discharge of the members of the Board of Directors and the members of the Operating Committee
  4. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remuneration Committee
    1. Current members of the Board of Directors
      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. 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 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 Ryan Rudolph as a member of the Board of Directors
      11. Re-electionof Anna Diamantopoulou as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
    2. Election of Bruno Pietracci as a new member of the Board of Directors
    3. Election of Henrique Braun as a new member of the Board of Directors
  5. Election of the independent proxy
  6. Election of the auditors
    1. Re-electionof the statutory auditor
    2. Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes
  7. Advisory vote on the UK Remuneration Report
  8. Advisory vote on the Remuneration Policy

9. Advisory vote on the Swiss Remuneration Report

  1. Approval of the remuneration of the Board of Directors and the Operating Committee
    1. Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting
    2. Approval of the maximum aggregate amount of remuneration for the Operating Committee for the next financial year
  2. Approval of share buy-back

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Coca-Cola HBC AG published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2021 06:16:02 UTC.