Coca-cola Hbc Ag · LSE:CCH
Coca-cola Hbc — Shareholder Meeting (May 2024)
48 slides from Coca-cola Hbc's shareholder meeting presentation, May 21, 2024
Slide 1: Annual General Meeting
ANNUAL GENERAL MEETING ANASTASSIS DAVID CHAIRMAN 21 May 2024
Slide 2: Agenda 1/3
Agenda 1/3 1. Receipt of the 2023 Integrated Annual Report, as well as approval of the annual management report, the stand-alone financial statements and the consolidated financial statements 2. Approval of the non-financial report under Swiss statutory law for the financial year ended on 31 Decembe
Slide 3: Agenda 2/3
Agenda 2/3 5. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remuneration Committee 5.1 Current members of the Board of Directors 5.1 Re-election of Anastassis G. David as a member of the Board of Directors and as the Chairman of the Board of Direct
Slide 4: Agenda 3/3
Agenda 3/3 6. Election of the independent proxy 7. Election of the auditors 7.1 Re-election of the statutory auditor 7.2 Advisory vote on the re-appointment of the independent registered public accounting firm for UK purposes 8. Advisory vote on the UK Remuneration Report 9. Advisory vote on the Rem
Slide 5: Organisation
Organisation Minutes Jan Gustavsson Vote Counter Dr. Martin Müller (Pestalozzi Attorneys at Law) Statutory Auditor Patrick Balkanyi (PwC Switzerland) Auditor for UK purposes Fotis Smirnis (PwC Greece) Independent Proxy Ines Poeschel (Kellerhals Carrard Zürich KlG) Public Notary Judith Hubatka (Reich
Slide 6: Voting Procedure
Voting Procedure Voting by written ballot Voting procedure • Coupons for votes on all agenda items are collected altogether after vote on agenda item 13.2 • Announcement of results at end of meeting 6 Coca-Cola HBC 2024 Annual General Meeting
Slide 7: Resolutions and Elections
Resolutions and Elections Agenda items 1-10 and 12 • Absolute majority of votes validly cast Agenda item 11 • Relative majority of votes validly cast Agenda item 13 • Majority of at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented
Slide 8: Annual General Meeting - CEO
ANNUAL GENERAL MEETING ZORAN BOGDANOVIC CHIEF EXECUTIVE OFFICER 21 MAY 2024
Slide 9: Forward-looking statement
Forward-looking statement This document contains forward-looking statements that involve risks and uncertainties. These statements may generally, but not always, be identified by the use of words such as ‘believe’, ‘outlook’, ‘guidance’, ‘intend’, ‘expect’, ‘anticipate’, ‘plan’, ‘target’ and similar
Slide 10: Another year of strategic and operational progress
FY 2023 highlights Delivering strong performance Driving best-in-class growth Another year of strategic and operational progress Our growth strategy is working Growing Gaining Delivering affordability our market share, up 110 bps1 and premiumisation Our portfolio, operations and teams keep getting s
Slide 11: Strong financial performance in 2023
FY 2023 highlights Delivering strong performance Driving best-in-class growth Strong financial performance in 2023 Organic growth Comparable EBIT Margins and EPS +16.9% Revenue growth €1,083.8 million 10.6% Comparable EBIT margin +1.7% Volume growth +17.7% Organic growth +21.8% Comparable EPS growth
Slide 12: Third year of record comparable EBIT
FY 2023 highlights Delivering strong performance Driving best-in-class growth Third year of record comparable EBIT • Organic EBIT growth of 17.7% − Good conversion of price and mix initiatives, with limited impact on volumes − Effective actions on input cost inflation, 11.6% 10.8% 11.0% offset by im
Slide 13: All strategic priority categories delivering volume growth
FY 2023 highlights Delivering strong performance Driving best-in-class growth All strategic priority categories delivering volume growth Sparkling Energy Coffee + 2.5 % volume growth + 27.3 % volume growth + 31.5 % volume growth Trademark Coke brands grew Double-digit growth for Monster Segmented st
Slide 14: Continuing to invest in Sustainability as a growth enabler
FY 2023 highlights Delivering strong performance Driving best-in-class growth Continuing to invest in Sustainability as a growth enabler Packaging circularity in Innovating in Supporting local Romania • 100% recycled bottles Austria • New RGB1 line for 1 litre and new communities • in-house rPET 400
Slide 15: Comparable EPS up 21.8%
FY 2023 highlights Delivering strong performance Driving best-in-class growth Comparable EPS up 21.8% • Very strong EPS growth EPS Payout ratio • Finance costs €48.3 m (€82.7 m 2022) +21.8% 45% • Comparable tax rate 27%, as expected Comparable net profit Dividend per share €m € at the top end of our
Slide 16: Capital allocation discipline
FY 2023 highlights Delivering strong performance Driving best-in-class growth Capital allocation discipline driving higher returns for shareholders and improved ROIC Clear Capital Allocation Framework €400m Share Buy Back 1. Organic investment • Launched in November 2023 in the business 2. Progressi
Slide 17: Strong start to 2024
Strong start to 2024 Q1 Highlights • Continued execution of our 24/7 strategy delivered 12.6% organic revenue growth − Organic volume grew 1.8%, driven by good performances in Emerging and Developing markets − Sparkling volumes were stable, while Energy and Coffee delivered strong double-digit growt
Slide 18: Outlook 2024
FY 2023 highlights Delivering strong performance Driving best-in-class growth Outlook 2024 Strong 2023 outturn and Q1 2024 • 2023 performance ahead of expectations Positive 2024 outlook; guidance reiterated at Q1 • Expect to deliver another good performance in 2024 − progress towards our medium-term
Slide 19: Agenda Item 1: Annual report and financial statements
Agenda Item 1 1. Receipt of the 2023 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 2023 Motion: The Board of Directors proposes (i) to receive the
Slide 20: Agenda Item 2: Non-financial report
Agenda Item 2 2. Approval of the non-financial report under Swiss statutory law for the financial year ended on 31 December 2023 Motion: The Board of Directors proposes the approval of the non-financial report under Swiss statutory law for the financial year ended 31 December 2023. • Please use coup
Slide 21: Agenda Item 3.1: Appropriation of available earnings
Agenda Item 3 3. Appropriation of available earnings and reserves / declaration of dividend 3.1. Appropriation of available earnings Motion: The Board of Directors proposes to appropriate the earnings as follows Available earnings and reserves Balance brought forward CHF (39,441,492.63) Net profit f
Slide 22: Agenda Item 3.2: Declaration of dividend from reserves
Agenda Item 3 3. Appropriation Appropriation of available earnings and reserves / declaration of dividend 3.2. Declaration of dividend from reserves Motion: The Board of Directors proposes to declare on each ordinary registered share with a par value of CHF 6.70 from the general capital contribution
Slide 23: Agenda Item 4: Discharge of the Board and Executive Leadership Team
Agenda Item 4 4. Discharge of the members of the Board of Directors and the members of the Executive Leadership Team Motion: The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the members of the Executive Leadership Team for the financial year begi
Slide 24: Agenda Item 5: Election of the Board of Directors
Agenda Item 5 5. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remuneration Committee 5.1. Current members of the Board of Directors Motion: The Board of Directors proposes that shareholders individually re-elect each of the following current membe
Slide 25: Agenda Item 5.1.1: Re-election of Anastassis G. David
Agenda Item 5 5.1.1 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) • Please use coupon number 5.1.1 • Coupons will be collected after agenda item 13.2. 25 Coca-Cola HBC 2024 Annual General Meeting
Slide 26: Agenda Item 5.1.2: Re-election of Zoran Bogdanovic
Agenda Item 5 5.1.2 Re-election of Zoran Bogdanovic as a member of the Board of Directors • Please use coupon number 5.1.2 • Coupons will be collected after agenda item 13.2. 26 Coca-Cola HBC 2024 Annual General Meeting
Slide 27: Agenda Item 5.1.3: Re-election of Charlotte J. Boyle
Agenda Item 5 5.1.3 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) • Please use coupon number 5.1.3 • Coupons will be collected after agenda item 13.2. 27 Coca-Cola HBC 2024 Annual General Meeting
Slide 28: Agenda Item 5.1.4: Re-election of Henrique Braun
Agenda Item 5 5.1.4 Re-election of Henrique Braun, as member of the Board of Directors • Please use coupon number 5.1.4 • Coupons will be collected after agenda item 13.2. 28 Coca-Cola HBC 2024 Annual General Meeting
Slide 29: Agenda Item 5.1.5: Re-election of Anna Diamantopoulou
Agenda Item 5 5.1.5 Re-election of Anna Diamantopoulou as member of the Board of Directors and as a member of the Remuneration Committee (in a single vote) • Please use coupon number 5.1.5 • Coupons will be collected after agenda item 13.2. 29 Coca-Cola HBC 2024 Annual General Meeting
Slide 30: Agenda Item 5.1.6: Re-election of William W. Douglas III
Agenda Item 5 5.1.6 Re-election of William W. (Bill) Douglas III as a member of the Board of Directors • Please use coupon number 5.1.6 • Coupons will be collected after agenda item 13.2. 30 Coca-Cola HBC 2024 Annual General Meeting
Slide 31: Agenda Item 5.1.7: Re-election of Reto Francioni
Agenda Item 5 5.1.7 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) • Please use coupon number 5.1.7 • Coupons will be collected after agenda item 13.2. 31 Coca-Cola HBC 2024 Annual General Meeting
Slide 32: Agenda Item 5.1.8: Re-election of Anastasios I. Leventis
Agenda Item 5 5.1.8 Re-election of Anastasios I. Leventis as a member of the Board of Directors • Please use coupon number 5.1.8 • Coupons will be collected after agenda item 13.2. 32 Coca-Cola HBC 2024 Annual General Meeting
Slide 33: Agenda Item 5.1.9: Re-election of Christodoulos Leventis
Agenda Item 5 5.1.9 Re-election of Christodoulos (Christo) Leventis as a member of the Board of Directors • Please use coupon number 5.1.9 • Coupons will be collected after agenda item 13.2. 33 Coca-Cola HBC 2024 Annual General Meeting
Slide 34: Agenda Item 5.1.10: Re-election of George Pavlos Leventis
Agenda Item 5 5.1.10 Re-election of George Pavlos Leventis as a member of the Board of Directors • Please use coupon number 5.1.10 • Coupons will be collected after agenda item 13.2. 34 Coca-Cola HBC 2024 Annual General Meeting
Slide 35: Agenda Item 5.1.11: Re-election of Evguenia Stoitchkova
Agenda Item 5 5.1.11 Re-election of Evguenia Stoitchkova as a member of the Board of Directors • Please use coupon number 5.1.11 • Coupons will be collected after agenda item 13.2. 35 Coca-Cola HBC 2024 Annual General Meeting
Slide 36: Agenda Item 5.2.1: Election of Zulikat Wuraola Abiola
Agenda Item 5 5. Election of the Board of Directors, the Chairman of the Board of Directors and the members of the Remuneration Committee 5.2. New members of the Board of Directors 5.2.1 Election of Zulikat Wuraola Abiola as a new member of the Board of Directors Motion: The Board of Directors propo
Slide 37: Agenda Item 5.2.2: Election of Glykeria Tsernou
Agenda Item 5 5.2.2 Election of Glykeria Tsernou as a new member of the Board of Directors Motion: The Board of Directors proposes that shareholders elect Glykeria Tsernou as a new member of the Board of Directors for a term of one year until the end of the next annual general meeting in 2025. • Ple
Slide 38: Agenda Item 6: Election of the independent proxy
Agenda Item 6 6. Election of the independent proxy Motion: The Board of Directors proposes to re-elect Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Zurich, Switzerland, as independent proxy for a term of one year until the end of the next annual general meeting in 2025. • Please use coupon numb
Slide 39: Agenda Item 7.1: Re-election of the statutory auditor
Agenda Item 7 7. Election of the auditors 7.1. Re-election of the statutory auditor Motion: The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich, Switzerland, as the statutory auditor of Coca-Cola HBC AG for the financial year ending 31 December 2024. • Please use coupon num
Slide 40: Agenda Item 7.2: UK auditor advisory vote
Agenda Item 7 7. Election of the auditors 7.2. Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes Motion: The Board of Directors proposes (i) to approve, by way of an advisory vote, the re-appointment of PricewaterhouseCoopers S.A., Halandri, Greece,
Slide 41: Agenda Item 8: Advisory vote on UK Remuneration Report
Agenda Item 8 8. Advisory vote on the UK Remuneration Report Motion: The Board of Directors proposes that shareholders approve, by way of an advisory vote, the remuneration report of the Board of Directors, excluding the section containing the remuneration policy of Coca-Cola HBC AG for purposes of
Slide 42: Agenda Item 9: Advisory vote on Remuneration Policy
Agenda Item 9 9. Advisory vote on the Remuneration Policy Motion: The Board of Directors proposes that shareholders approve, by way of an advisory vote, the remuneration policy of Coca-Cola HBC AG (the "Remuneration Policy"), in the form set out at pages 166 to 174 of the 2023 Integrated Annual Repo
Slide 43: Agenda Item 10: Advisory vote on Swiss Remuneration Report
Agenda Item 10 10. Advisory vote on the Swiss Remuneration Report Motion: The Board of Directors proposes that shareholders approve, by way of an advisory vote, the remuneration report required by Swiss law (the "Swiss Remuneration Report"). • Please use coupon number 10 • Coupons will be collected
Slide 44: Agenda Item 11.1: Board remuneration
Agenda Item 11 11. Approval of the remuneration of the Board of Directors and the Executive Leadership Team 11.1. Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting Motion: The Board of Directors proposes that shareholders approv
Slide 45: Agenda Item 11.2: Executive Leadership Team remuneration
Agenda Item 11 11. Approval of the remuneration of the Board of Directors and the Executive Leadership Team 11.2.Approval of the maximum aggregate amount of remuneration for the Executive Leadership Team for the next financial year Motion: The Board of Directors proposes that shareholders approve a
Slide 46: Agenda Item 12: Approval of share buy-back
Agenda Item 12 12. Approval of share buy-back Motion: The Board of Directors proposes to repurchase up to 15,000,000 ordinary shares of CHF 6.70 each in the capital of Coca-Cola HBC AG on such terms and in such manner as the Board of Directors shall from time to time determine provided that: (a) the
Slide 47: Agenda Item 13.1: Amendments to articles of association
Agenda Item 13 13. Approval of the amendments to the articles of association 13.1 Alignment with mandatory new Swiss corporate law provisions (Articles 6, 11, 14, 15, 20, 25, 34, 36 and 37) Motion: The Board of Directors proposes to amend the articles 6, 11, 14, 15, 20, 25, 34, 36 and 37 as set fort
Slide 48: Agenda Item 13.2: Other voluntary changes to articles
Agenda Item 13 13. Approval of the amendments to the articles of association 13.2 Other voluntary changes (Articles 4, 10, 13, 16, 18, 19, 43 and 45) Motion: The Board of Directors proposes to amend the articles 4, 10, 13, 16, 18, 19, 43 and 45 as set forth in Annex 1 and 2 of this Notice to align t