Coca-cola Hbc AgLSE: CCH

2026 Annual General Meeting short form resolution

· Issued by Coca-cola Hbc Ag
Resolutions passed at the Annual General Meeting of Coca-Cola HBC AG held on Friday, 8 May 2026; 09:00 am CEST Physical Shareholders' Meeting at Turmstrasse 26, 6312 Steinhausen, Switzerland

Begin of meeting: 09:00 am CEST End of meeting: 09:28 am CEST

Presence

1 shareholders or representatives, who represent 242,627,251 ordinary shares, therefore in total 242,627,251 votes are represented.

This corresponds to a represented total nominal amount of CHF 1,625,602,581.70, therefore 65.01% of the total share capital in the amount of CHF 2,500,705,065.40 and 66.57% of the total number of outstanding voting rights, whether exercisable or not, being 364,464,550 voting rights, in each case as of 8 May 2026.1

The present share votes are represented as follows:

242,627,251 by the independent representative according to article 689c of the Swiss Code of Obligations, and

0 by shareholders present or other representatives.

Agenda items

The following resolutions have been passed:

1 On 8 May 2026, Coca-Cola HBC AG's total issued share capital of CHF 2,500,705,065.40 consisted of 373,239,562 ordinary shares, of which 5,344,877 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 exercisable or not) in Coca-Cola HBC AG as at 8 May 2026 is 364,464,550.

  1. Receipt of the 2025 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 2025

    The shareholders passed the resolution by

    Votes for

    242,580,189

    (99.98%)

    Votes against

    36,907

    (0.02%)

    Abstentions cast

    10,155

    (0.00%)

    Total votes cast

    242,627,251

    (100.00%)

    Votes not cast (or invalid)

    0

    (Percentages are calculated based on total votes cast.)

    Consequently, (i) the integrated annual report of Coca-Cola HBC AG for the financial year ended 31 December 2025 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 2025 have thereby been approved.

  2. Approval of the non-financial report under Swiss statutory law for the financial year ended on 31 December 2025

    The shareholders passed the resolution by

    Votes for

    242,417,011

    (99.92%)

    Votes against

    200,165

    (0.08%)

    Abstentions cast

    10,075

    (0.00%)

    Total votes cast

    242,627,251

    (100.00%)

    Votes not cast (or invalid)

    0

    (Percentages are calculated based on total votes cast.)

    Consequently, the non-financial report under Swiss statutory law for the financial year ended 31 December 2025 has thereby been approved.

  3. Appropriation of available earnings and reserves / declaration of dividends
    1. Appropriation of available earnings and reserves

      The shareholders passed the resolution by

      Votes for 242,470,633 (99.94%)

      Votes against 146,543 (0.06%)

      Abstentions cast 10,075 (0.00%)

      Total votes cast 242,627,251 (100.00%) Votes not cast (or invalid) 0

      (Percentages are calculated based on total votes cast.)

      The appropriation of available earnings as proposed by the Board of Directors and as set out in the Notice has been approved.

      3.2

      Declaration of dividend from reserves

      The shareholders passed the resolution by

      Votes for

      242,470,713

      (99.94%)

      Votes against

      146,463

      (0.06%)

      Abstentions cast

      10,075

      (0.00%)

      Total votes cast

      242,627,251

      (100.00%)

      Votes not cast (or invalid)

      0

      (Percentages are calculated based on total votes cast.)

      The declaration of a dividend of EUR 1.20 (the "Dividend") on each ordinary registered share with a par value of CHF 6.70 from the general capital contribution reserve has been approved.

  4. Discharge of the members of the Board of Directors and the members of the Executive Leadership Team

    The shareholders passed the resolution by

    Votes for

    233,410,889

    (96.37%)

    Votes against

    8,731,043

    (3.60%)

    Abstentions cast

    71,110

    (0.03%)

    Total votes cast

    242,213,042

    (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 Executive Leadership Team for the financial year beginning on 1 January 2025 and ending on 31 December 2025 has been approved.

  5. Election of the Board of Directors, the Chairman of the Board of Directors and the Remuneration Committee
    1. Current members of the Board of Directors
      1. Re-election of Anastasios 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

        Votes for

        217,848,873

        (89.79%)

        Votes against

        24,767,741

        (10.21%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Anastasios 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 2027.

      2. Re-election of Zulikat Wuraola Abiola as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        241,831,176

        (99.68%)

        Votes against

        785,438

        (0.32%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Zulikat Wuraola Abiola 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 2027.

      3. Re-election of Elizabeth Bastoni 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

        225,523,951

        (92.96%)

        Votes against

        17,092,663

        (7.04%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Elizabeth Bastoni 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 2027.

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

        The shareholders passed the resolution by

        Votes for

        231,559,430

        (95.44%)

        Votes against

        11,057,184

        (4.56%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast 242,627,251 (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 2027.

      5. Re-election of Pantelis ("Linos") D. Lekkas as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        229,824,189

        (94.73%)

        Votes against

        12,792,425

        (5.27%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Pantelis ("Linos") D. Lekkas 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 2027.

      6. Re-election of Anastasios I. Leventis as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        226,305,208

        (93.28%)

        Votes against

        16,311,406

        (6.72%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Anastasios I. Leventis 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 2027.

      7. Re-election of Christodoulos ("Christo") Leventis as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        222,876,804

        (91.86%)

        Votes against

        19,739,810

        (8.14%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Christodoulos ("Christo") Leventis 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 2027.

      8. Re-election of George Pavlos Leventis as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        226,346,791

        (93.29%)

        Votes against

        16,269,823

        (6.71%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        George Pavlos Leventis 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 2027.

      9. Re-election of Stavros Pantzaris as a member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        241,223,354

        (99.43%)

        Votes against

        1,393,260

        (0.57%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Stavros Pantzaris 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 2027.

      10. Re-election of Evguenia Stoitchkova as member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        226,186,250

        (93.23%)

        Votes against

        16,430,364

        (6.77%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Evguenia Stoitchkova 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 2027.

      11. Re-election of Glykeria Tsernou as member of the Board of Directors and election as a member of the Remuneration Committee (in a single vote)

        The shareholders passed the resolution by

        Votes for

        241,974,825

        (99.74%)

        Votes against

        641,789

        0.26%)

        Abstentions cast

        10,637

        (0.00%)

        Total votes cast 242,627,251 (100.00%) Votes not cast (or invalid) 0

        (Percentages are calculated based on total votes cast.)

        Glykeria Tsernou has thereby been re-elected as a member of the Board of Directors and elected 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 2027.

    2. New members of the Board of Directors
      1. Election of Bruno Pietracci as a new member of the Board of Directors

        The shareholders passed the resolution by

        Votes for

        225,470,910

        (92.93%)

        Votes against

        17,087,172

        (7.04%)

        Abstentions cast

        69,169

        (0.03%)

        Total votes cast

        242,627,251

        (100.00%)

        Votes not cast (or invalid)

        0

        (Percentages are calculated based on total votes cast.)

        Bruno Pietracci has thereby been 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 2027.

      2. Election of Lara Salame Boro as a new 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

241,927,627

(99.71%)

Votes against

686,601

(0.28%)

Abstentions cast

13,023

(0.01%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

Lara Salame Boro has thereby been 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 2027.

6

Election of the independent proxy

The shareholders passed the resolution by

Votes for

239,161,856

(98.58%)

Votes against

3,454,931

(1.42%)

Abstentions cast

10,464

(0.00%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

Kellerhals Carrard Zürich KlG, Zurich, Switzerland, has thereby been elected as independent proxy for a term of one year until the end of the next annual general meeting in 2027.

7 Election of the auditors

7.1 Re-election of the statutory auditor

The shareholders passed the resolution by

Votes for

228,813,050

(94.31%)

Votes against

13,804,087

(5.69%)

Abstentions cast

10,114

(0.00%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

PricewaterhouseCoopers AG, Zurich, Switzerland, has thereby been re-elected as the statutory auditor of Coca-Cola HBC AG for the financial year ending 31 December 2026.

7.2 Advisory vote on re-appointment of the independent registered public accounting firm for UK purposes

The shareholders passed the resolution by

Votes for

229,334,157

(94.53%)

Votes against

13,282,618

(5.47%)

Abstentions cast

10,476

(0.00%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

The re-appointment of PricewaterhouseCoopers S.A., Halandri, Greece, as the independent registered public accounting firm of Coca-Cola HBC AG for the purposes of reporting under the rules of the UK's Financial Conduct Authority, to hold office for a term of one year until the next annual general meeting in 2027, has thereby been approved by way of an advisory vote and the authority of the Audit and Risk Committee to determine PricewaterhouseCoopers S.A.'s terms of engagement and remuneration has thereby been confirmed by way of an advisory vote.

8 Advisory vote on the UK Remuneration Report

The shareholders passed the resolution by

Votes for

239,030,302

(98.52%)

Votes against

2,870,199

(1.18%)

Abstentions cast

726,750

(0.30%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

The UK remuneration report, being the remuneration report of the Board of Directors, excluding the section containing the remuneration policy of Coca-Cola HBC AG for the purposes of this resolution, has been approved by way of an advisory vote.

9

Advisory vote on the Remuneration Policy

The shareholders passed the resolution by

Votes for

237,765,692

(98.00%)

Votes against

4,639,546

(1.91%)

Abstentions cast

222,013

(0.09%)

Total votes cast

242,627,251

(100.00%)

Votes not cast (or invalid)

0

(Percentages are calculated based on total votes cast.)

The remuneration policy of Coca-Cola HBC AG, in the form set out at pages 241 to 249 of the 2025 Integrated Annual Report, which takes effect immediately after the end of the Annual General Meeting on 8 May 2026, has been approved by way of an advisory vote.

  1. Advisory vote on the Swiss Remuneration Report

    The shareholders passed the resolution by

    Votes for

    239,659,838

    (98.78%)

    Votes against

    2,240,451

    (0.92%)

    Abstentions cast

    726,962

    (0.30%)

    Total votes cast

    242,627,251

    (100.00%)

    Votes not cast (or invalid)

    0

    (Percentages are calculated based on total votes cast.)

    The Swiss remuneration report, being the remuneration report required by Swiss law has been approved by way of an advisory vote.

  2. Approval of the remuneration of the Board of Directors and the Executive Leadership Team
    1. Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next Annual General Meeting

      The shareholders passed the resolution by

      Votes for

      242,012,878

      (99.75%)

      Votes against

      542,784

      (0.22%)

      Abstentions

      71,589

      (0.03%)

      Total votes cast

      242,627,251

      (100.00%)

      Votes not cast (or invalid)

      0

      (Percentages are calculated based on total votes cast for/against excluding abstentions.)

      The required relative majority of votes validly cast has been reached. The maximum aggregate amount of compensation for the members of the Board of Directors covering the period from the 2026 Annual General Meeting until the next annual general meeting in 2027 in the amount of EUR 1,600,000 has thereby been approved by a relative majority.

    2. Approval of the maximum aggregate amount of remuneration for the Executive Leadership Team for the next financial year

      The shareholders passed the resolution by

      Votes for

      240,962,613

      (99.31%)

      Votes against

      1,527,446

      (0.63%)

      Abstentions

      137,192

      (0.06%)

      Total votes cast

      242,627,251

      (100.00%)

      Votes not cast (or invalid)

      0

      (Percentages are calculated based on total votes cast for/against excluding abstentions.)

      The required relative majority of votes validly cast has been reached. The maximum aggregate amount of compensation for the members of the Executive Leadership

      Team (which includes the Chief Executive Officer) for the next financial year starting on 1 January 2027 and ending on 31 December 2027 in the amount of EUR 60,570,000 has thereby been approved by a relative majority.

      12

      Approval of share buy-back

      The shareholders passed the resolution by

      Votes for

      242,374,058

      (99.90%)

      Votes against

      120,945

      (0.05%)

      Abstentions cast

      132,248

      (0.05%)

      Total votes cast

      242,627,251

      (100.00%)

      Votes not cast (or invalid)

      0

      (Percentages are calculated based on total votes cast.)

      The repurchase of up to 10,000,000 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

      1. the maximum aggregate number of ordinary shares authorised to be purchased is 10,000,000;

      2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is CHF 6.70;

      3. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of (i) 5% over the average middle market price of the ordinary shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which Coca-Cola HBC AG agrees to buy the shares concerned; and (ii) an amount equal to the higher of the last independent trade of an ordinary share and the highest current independent bid on the trading venues where the purchase is being carried out;

has thereby been approved.

The full minutes of the Annual General Meeting will be available from 5 June 2026 on the website of Coca-Cola HBC AG.

[Signatures on the following page]

Steinhausen, 8 May 2026

Anastassis G. David Jan Gustavsson

Chairman of the Board Company Secretary

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