THIS DOCUMENT IS IMPORTANTAND REQUIRES YOUR IMMEDIATEATTENTION.If you are in any doubt about the action you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other independent legal, tax or financial adviser immediately.

If you have sold or otherwise transferred all of your shares in Coca-Cola HBC AG, please send this document, together with the accompanying reply form as soon as possible to the purchaser or transferee or to the custodian, nominee, bank representative or other agent through whom the sale or transfer was effected, for delivery to the purchaser ortransferee.

Notice of Annual General Meeting of

Coca-Cola HBC AG

incorporated as a stock corporation (Aktiengesellschaft) underthe 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

atTurmstrasse26,6312Steinhausen, Switzerland

Beginning of meeting: 11:00 am CET

Important Notice related to COVID-19 pandemic: 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 "AnnualGeneral 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. Toreceive the 2020 Integrated Annual Report and to approve the annual management report, the standalone financial statements and the consolidated financial statements of Coca-Cola HBC AG and its subsidiaries for the financial year ended on 31 December 2020.
1. 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).
1. 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.
1. Tore-elect certain current members of the Board of Directors and the Chairman ofthe Board of Directors, to elect new members of the Board of Directors and to re-elect the members of the Remuneration Committee.
1. Tore-elect Ms.Ines Poeschel, Kellerhals Carrard Zürich KlG, Zurich, Switzerland, as the independent proxy of Coca-Cola HBCAG.
1. 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 underthe applicable rules of the UK's Financial Conduct Authority.
1. 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 forthe purposes ofthis resolution.
1. Toapprove, by way of a separate advisory vote,the Remuneration Policy of Coca-Cola HBC AG.
1. Toapprove, by way of an advisory vote,the Swiss Remuneration Report of Coca-Cola HBC AG.
1. 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 forthe next financial year.
1. 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.

TheNotice contains the full andauthoritative text ofthe items ofthe agenda and the proposals ofthe Board of Directors.Italsosetsoutfurtherdetailandexplanationinrelationtoeachproposaltobeconsideredatthe 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 laterthan 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 specialrestrictions 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:

• PhysicalattendancebyshareholdersattheAnnualGeneralMeetingisnot permitted under Swiss law.Therefore,youwill not be able to attend the AnnualGeneral Meeting in person.
• Votingwillbepossiblebyindependentproxyonly.Pleaserefer topages17 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" underthe Swiss federal Epidemic Act, allowing the governmentto 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 includesgeneralmeetingsofSwisscompanies,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 thecompany.

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 AnastassisG.David,Chairman (letter without signature)

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. Receiptofthe2020IntegratedAnnualReport,aswellasapprovaloftheannualmanagementreport,thestandalone financial statements and the consolidated financial statements
1. Appropriation of available earnings and reserves / declaration of dividend
2.1 Appropriation of available earnings
2.2 Declaration of dividend from reserves
1. Discharge ofthe members ofthe Board of Directors and the members ofthe Operating Committee
1. Election of the Board of Directors, the Chairman of the Board of Directors and the members of 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)
- 4.1.2 Re-election of Zoran Bogdanovic as a member of the Board of Directors
- 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)
- 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)
- 4.1.5 Re-election of Olusola (Sola) David-Borha as a member of the Board of Directors
- 4.1.6 Re-election of William W.Douglas III as a member of the Board of Directors
- 4.1.7 Re-election of Anastasios I. Leventis as a member ofthe Board of Directors
- 4.1.8 Re-election of Christodoulos Leventis as a member of the Board of Directors
- 4.1.9 Re-election of Alexandra Papalexopoulou as a member of the Board of Directors
- 4.1.10 Re-election of Ryan Rudolph as a member ofthe Board of Directors
- 4.1.11 Re-election of Anna Diamantopoulou as a member of the Board of Directors and as a member of the Remuneration Committee (in a single vote)
4.2 Election of Bruno Pietracci as a new member of the Board of Directors
4.3 Election of Henrique Braun as a new member of the Board of Directors
1. Election of the independent proxy
1. Election of the auditors
6.1 Re-election ofthe statutory auditor
6.2 Advisory vote onre-appointment ofthe independentregistered public accounting firmforUKpurposes
1. Advisory vote on the UK Remuneration Report
1. Advisory vote on the Remuneration Policy
1. Advisory vote on the Swiss Remuneration Report
1. Approval of the remuneration of the Board of Directors and the Operating Committee
10.1 Approval ofthe maximum aggregate amount ofremuneration forthe Board of Directors untilthe next annual general meeting
10.2 Approval ofthe maximum aggregate amount of remuneration forthe Operating Committee forthe next financial year
1. Approval of share buy-back

ProposalsoftheBoardofDirectors

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

Motion:

The Board ofDirectors proposes (i)toreceive the integrated annualreport of Coca-ColaHBC AGforthe financial year ended 31 December 2020 (the "2020 Integrated Annual Report"); and (ii) that the annual management report and the stand-alone financial statements of Coca-ColaHBCAG(the "Stand-Alone Financial Statements") as well as the consolidated financial statements of Coca-Cola HBC AG and its subsidiaries (the "CCHBC Group") for the financial year ended on 31 December 2020 be approved.

Explanation:

The 2020 Integrated Annual Report has been prepared according to Swiss statutory reporting requirements as well as the requirements applicable to Coca-Cola HBC AG as a result of its premium listing on the London Stock Exchange. The 2020 Integrated Annual Report contains Coca-Cola HBC AG's annual management report, the Stand-Alone Financial Statements and the consolidated financial statements of the CCHBC Group as further detailed on the introductory page of the 2020 Integrated Annual Report.

The 2020 Integrated Annual Report contains the reports of Coca-Cola HBC AG's statutory auditor, PricewaterhouseCoopers AG, Switzerland. In its reports, PricewaterhouseCoopers AG recommends without qualification that the Stand-Alone Financial Statements and the consolidated financial statements be approved.

The 2020 Integrated Annual Report can be accessed on the website of Coca-Cola HBC AG at: https://www.coca-colahellenic.com/en/investor-relations/2020-integrated-annual-report. The 2020 Integrated Annual Report is also available forinspection by shareholders as set outin the section "Organisational matters and notes"–"Documents available for inspection" of this Notice.

2. Appropriation of available earnings and reserves / declaration of dividend

2.1 Appropriation of available earnings

Motion:

The Board of Directors proposes to carry forward the retained earnings as follows:

Retained earnings
Balance broughtforward	CHF	42,802,647.68
Net loss for the year	CHF	(24,542,869.10)
Totalretained earnings to be carried forward	CHF	18,259,778.58

Explanation:

TheStand-AloneFinancialStatements showanet loss intheamountofCHF 24,542,869.10 Theretainedearnings to be carried forward amount to CHF 18,259,778.58. The Board of Directors proposes to carry forward the retained earnings. A dividend is proposed to be distributed under agenda item 2.2, as set out below.

Coca-Cola HBC AG's statutory auditor, PricewaterhouseCoopers AG, Switzerland, has audited the proposed appropriation of available earnings. The auditor's report confirms that the proposed appropriation complies with Swiss law and the Articles of Association.

2.2 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 reserve a dividend of EUR 0.64 (the "Dividend"). Own shares held directly by Coca-Cola HBC AG are not entitled to the Dividend. The total aggregate amount of the Dividend 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 financial statements as of 31 December 2020, by a maximum of CHF 300,000,000. To the extent that the Dividend calculated on EUR 0.64 per share would cumulatively 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 ofthe Dividend shall be reduced on a pro-rata basis so thatthe aggregateamountoftheDividend 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.

Explanation:

Provided that the proposed distribution out of the general capital contribution reserve is approved, it is currently anticipated that the Dividend will be paid on 3 August 2021 to holders of shares on the record date of 9 July 2021. Accordingly, the shares will be traded ex-dividend as of 8 July 2021, and the last day on which the shares may be traded with entitlement to receive the Dividend will be 7 July 2021. The Dividend may only be approved and paid if the Stand-Alone Financial Statements are approved in accordance with agenda item 1.

Coca-Cola HBC AG's statutory auditor, PricewaterhouseCoopers AG, Switzerland, has audited the proposed appropriation of available earnings (including the declaration of dividend). The auditor's report confirms that the proposed appropriation complies with Swiss law and the Articles of Association.

3. Discharge ofthe members ofthe Board ofDirectors and the members ofthe Operating Committee

Motion:

The Board of Directors proposes that discharge be granted 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 31December 2020.

Explanation:

The Board of Directors proposes that shareholders grant discharge from liability 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. Under Swiss law,the discharge applies only in respect of disclosed facts and only against the company and shareholders who have approved the discharge or acquired shares subsequent to the resolution, being aware of the resolution of discharge. The rights to legal action of other shareholders (i.e. shareholders who have neither approved the discharge nor acquired shares subsequent to the resolution) extinguishes within six months after the resolution of discharge.

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

4.1 Current members ofthe Board of Directors

Motion:

The Board of Directors proposes that shareholders individually re-elect each ofthe following current members of the Board of Directors,for a term of one year untilthe end ofthe next annual general meeting in 2022, as follows:

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)
4.1.2 Re-election of Zoran Bogdanovic as a member of the Board of Directors
4.1.3 Re-election of Charlotte J.Boyle as a member ofthe Board ofDirectors and as a member ofthe Remuneration Committee (in a single vote)
4.1.4 Re-electionofRetoFrancioni as amemberoftheBoardofDirectors andas amemberofthe Remuneration Committee (in a single vote)
4.1.5 Re-election of Olusola (Sola) David-Borha as a member of the Board of Directors
4.1.6 Re-election of William W.Douglas III as a member ofthe Board of Directors
4.1.7 Re-election of Anastasios I. Leventis as a member of the Board of Directors
4.1.8 Re-election of Christodoulos Leventis as a member of the Board of Directors
4.1.9 Re-election ofAlexandra Papalexopoulou as a member ofthe Board ofDirectors
4.1.10 Re-election of Ryan Rudolph as a member ofthe Board of Directors
4.1.11 Re-election of Anna Diamantopoulou as a member of the Board of Directors and as member of the Remuneration Committee (in a single vote)

Explanation:

Each of the current members of the Board of Directors is standing for re-election at the Annual General Meeting for a one-year term, with the exception of José Octavio Reyes and Alfredo Rivera who are not standing for re-election and are retiring at the conclusion of the Annual General Meeting. Each of the members of the Board of Directors who are standing for re-election has been recommended for re-election by Coca-Cola HBC AG's Nomination Committee after consultation with the Chairman, having regard to the provisions of the Articles of Association and the recommendations of the UK Corporate Governance Code.

Additionally, Mr. Anastassis G. David is being proposed for re-election as Chairman of the Board of Directors.

The composition of the Board of Directors and the re-appointment of the Chairman has been carefully

considered by the Nomination Committee and following this evaluation, the Board of Directors is satisfied that it and its committees havethe appropriate balance of skills, experience, diversity,independence and knowledge of the business of the CCHBC Group to enable them to discharge their respective duties and responsibilities effectively. The Board of Directors is of the view that each of the Directors proposed for reelection continues to make an effective contribution to the Board of Directors and demonstrates commitment to their role and therefore recommends the re-election of suchDirectors for a term of one year until the end of the next annual general meeting in 2022. The Board of Directors also recommends the reelectionofMr.AnastassisG.DavidasChairman of the Board of Directors.

Information about the Directors proposed for re-election and in particular the skills and experience each Director brings to the Board for the long-term sustainable success of the CCHBC Group are set out below. The general terms of appointment applicable to each current and new non-executive member of the Board of Directors, are available for inspection by shareholders as set out in the section "Organisational matters and notes"–"Documents available for inspection" to this Notice.

Anastassis G. David

Motion 4.1.1 relates to the re-election of Anastassis G. David who was appointed Chairman of the Board of Directors on 27 January 2016. He joined the Board of Coca-Cola HBC AG as a non-Executive Director in 2006 and was appointed Vice Chairman in 2014.

Skillsandexperience: Anastassis brings to his role more than 20 years' experience as an investor and nonexecutive director in the beverage industry. Anastassis is also a former Chairman of Navios Corporation. He holds a BA in History from Tufts University.

Externalappointments:Anastassis is active in the international community. He serves as vice-chairman of Aegean Airlines S.A., vice-chairman of the Cyprus Union of Shipowners and chairman of the Board of Sea Trade Holdings Inc, a ship-owning company of dry cargo vessels. He is also a member of the Board of Trustees of College Year in Athens.

Nationality: British

Zoran Bogdanovic

Motion 4.1.2 relates to the re-election of Zoran Bogdanovic who was appointed as an Executive Directorin 2018 and is the Chief Executive Officer of Coca-Cola HBC AG.

Skills and experience: Zoran was previously Coca-Cola HBC AG's Region Director responsible for operations in 12 countries, and has been a member of the Operating Committee since 2013. He joined the company in 1996 and has held a number of senior leadership positions, including as General Manager of the company's operations in Croatia, Switzerland and Greece. Zoran has a track record of delivering results across our territories and demonstrating the values that are the foundation of our company culture.

External appointments: None.

Nationality: Croatian

Charlotte J. Boyle

Motion 4.1.3 relates to the re-election of Charlotte J. Boyle who was appointed as an independent non-Executive Director in2017.

Skillsandexperience:After 14 years with The Zygos Partnership, an international executive search and board advisory firm, including nine years as a partner, she retired from her position in July 2017. Prior to that, Charlotte worked at Goldman Sachs International, and at Egon Zehnder International, an international executive search and management assessment firm. Charlotte obtained an MBA from the London Business School and an MA from Oxford University, and was a Bahrain British Foundation Scholar.

External appointments: Charlotte serves as an independent non-executive director and chair of the Environment, Sustainability and Community Committee of Capco plc, a non-executive adviser to the Group Executive Board of Knight Frank LLP and as member of the board and chair of the finance committee of Alfanar, the venture philanthropy organization.

Nationality: British

Reto Francioni

Motion 4.1.4 relates to the re-election of Reto Francioni who was appointed as an independent non-Executive

Director in 2016 and is the Senior Independent non-Executive Director.

Skillsandexperience:Reto has been Professor of Applied Capital Markets Theory at the University of Basel since 2006 and is the author of several highly respected books on capital market issues. From 2005 until 2015, Reto was Chief Executive Officer of Deutsche Börse AG and from 2002 until 2005, he served as Chairman of the Supervisory Board and President of the SWX Group, which owns the Swiss Stock Exchange and has holdings in other exchanges. Between 2000 and 2002, Reto was Co-Chief Executive Officer and Spokesman for the Board of Directors of Consors AG. Between 1993 and 2000, he held various management positions at Deutsche Börse AG, including that of Deputy Chief Executive Officer. He earned his Doctorate of Law at the University of Zurich.

Externalappointments:Reto serves as a member of the Board of Directors of UBS Group and also as the Chairman of the Supervisory Board of Swiss International Airlines. Reto is also a Vice Chairman at the Board of Directors of Medtech Innovation Partners AG, Basel.

Nationality: Swiss

Olusola (Sola) David-Borha

Motion 4.1.5 relates to the re-election ofOlusola (Sola) David-Borha who was appointed as an independent non-Executive Director in 2015.

Skillsandexperience: Sola, as a former chief executive officer of the Africa Regions (excluding South Africa) for Standard Bank Group, is highly experienced in the financial sector across a number of African businesses with a deep understanding of financial matters and delivery of key objectives. Sola has more than 30 years' experience in financial services and held several senior roles within the Stanbic Group, including Chief Executive Officer of Stanbic IBTC Holdings plc, a full service financial services group with subsidiaries in commercial banking, investment banking, pension and non-pension asset management and stock-broking. Stanbic IBTC Holdings is listed on the Nigerian Stock Exchange and is a member of Standard Bank group. She was Chief Executive of Stanbic IBTC Bank from May 2011 to November 2012. She also served as Deputy Chief Executive Officer of Stanbic IBTC Bank and Head of Investment Banking Coverage Africa (excluding South Africa). Sola holds a first degree in Economics, and obtained an MBA degree from Manchester Business School. Her executive education experience includes the Advanced Management Programme of the Harvard Business School and the Global CEO Programme of CEIBS, Wharton and IESE.

External appointments: Sola serves as non-executive director on the boards of Stanbic IBTC Holdings Plc and Stanbic Uganda Holdings Limited, listed entities that are members of the Standard Bank Group.

Nationality: Nigerian

William W. Bill Douglas III

Motion 4.1.6 relates to the re-election of William W. Douglas III who was appointed as an independent non-Executive Director in2016.

Skillsandexperience: Bill is a former Vice President of Coca-Cola Enterprises, a position in which he served from July 2004 until his retirement in June 2016. From 2000 until 2004, Bill served as Chief Financial Officer of Coca-Cola HBC. Bill has held various positions within the Coca-Cola System since 1985, including positions with responsibility for the IT function. Before joining the Coca-Cola System, Bill was associated with Ernst & Whinney, an international accounting firm. He received his undergraduate degree from the J.M. Tull School of Accounting at the University of Georgia.

External appointments: Bill is the Lead Director and Chairman of the Audit Committee of SiteOne Landscape Supply, Inc. He is also a member of the Board of Directors and Chair of the Audit Committee for The North Highland Company. Finally, he is on the Board and past Chair of the University of Georgia Trustees.

Nationality: USA

Anastasios I. Leventis

Motion 4.1.7 relates to the re-election of Anastasios I. Leventis who was appointed as a non-Executive Director in 2014.

Skillsandexperience:Anastasios began his career as a banking analyst at Credit Suisse and then American Express Bank. He has previously served on the boards of the Cyprus Development Bank and Papoutsanis SA. He holds a BA in Classics from the University of Exeter and an MBA from New York University's Leonard Stern School of Business.

External appointments: Anastasios is a board member of A.G. Leventis (Nigeria) Ltd. He is also a director of Alpheus Administration, a private company that administers assets for private clients and charitable foundations. In addition, he serves as a trustee of the A.G. Leventis Foundation, a member of the Board of Overseers of the Gennadius Library in Athens and a member of the Campaign board of the University of Exeter. He is a co-founder of the Cyclades Preservation Fund.

Nationality: British

Christodoulos Leventis

Motion 4.1.8 relates to the re-election of Christodoulos Leventis who was appointed as a non-Executive Director in 2014.

Skills and experience: Christo worked as an Investment Analyst with Credit Suisse Asset Management from 1994 to 1999. In 2001, he joined J.P. Morgan Securities as an Equity Research Analyst focusing on European beverage companies. From 2003 until March 2014, Christo was a member of the Board of Directors of Frigoglass S.A.I.C., a leading global manufacturer of commercial refrigeration products for the beverage industry. Christo holds a BA in Classics from University College London and an MBA from the Kellogg School of Management in Chicago.

External appointments: Christo is the Chairman of Alpheus Capital, a single family private equity investment office.

Nationality: British

Alexandra Papalexopoulou

Motion 4.1.9 relates to the re-election of Alexandra Papalexopoulou who was appointed as an independent non- Executive Director in 2015.

Skills and experience: Alexandra worked previously for the OECD and the consultancy firm Booz, Allen & Hamilton, in Paris. From 2003 until February 2015, she served as a member of the board of directors of Frigoglass S.A.I.C. From 2010 to 2015, she served as a member of the board of directors of National Bank of Greece and from 2007 to 2009, she served as a member of the board of directors of Emporiki Bank. Alexandra holds a BA in Economics and Mathematics from Swarthmore College, USA, and an MBA from INSEAD, France.

Externalappointments:Alexandra is the Strategic Planning Director at Titan Cement Company S.A., where she has been employed since 1992 and has served as Executive Director since 1995. Alexandra is treasurer and a member of the board of directors of the Paul and Alexandra Canellopoulos Foundation, a member of the board of directors of the INSEAD business school and a member of the board of trustees of the American College of Greece.

Nationality: Greek

Ryan Rudolph

Motion 4.1.10 relates to the re-election of Ryan Rudolph who was appointed as a non-Executive Directorin 2016.

Skills and experience: From 2006 until 2019, Ryan was an attorney and partner at the law firm Oesch & Rudolph. From 1993 until 2006, he worked as an attorney at the business law firm Lenz & Staehelin in Zurich. Prior to that, he worked as a public relations consultant at the public relations agency Huber & Partner in Zurich, as marketing assistant and subsequently as manager at Winterthur Life Insurance as well as parttime with D&S, the Institute for Marketing and Communications Research in Zurich. Ryan obtained an LLM from the University of Zurich and is admitted to the Zurich bar. Ryan also studied at the Faculté des Lettres of the University of Geneva, as well as the Ecole Polytechnique in Lausanne.

Externalappointments:Ryan is an attorney and partner at the Zurich-based law firm RCS Trust & Legal A.G. In addition, he serves as a member of the Foundation Board of the A.G. Leventis Foundation and as a member of the board of various privately-held companies and charitable foundations.

Nationality: Swiss

Anna Diamantopoulou

Motion 4.1.11 relates to the re-election of Anna Diamantopoulou who was appointed as a non-Executive Director in 2020.

Skills and experience: Anna, as a former European Commissioner, brings to the Group unique expertise on

matters of employment and equal opportunity together with deep knowledge of European CSR agenda. Anna was an elected Member of the Greek Parliament for over a decade and during that time, she served as Deputy Minister for Industries, Minister of Education, Lifelong Learning and Religious Affairs and Minister of Development, Competitiveness and Shipping of the Hellenic Republic. Anna served as a member of the European Commission in charge of Employment, Social Affairs and Equal Opportunities (1999-2004).

Externalappointments:Founder and President of DIKTIO-Network for Reform in Greece and Europe, a leading Athens-based independent, non-partisan policy institute. A Council Member of the European Council on Foreign Relations, an Advisory Board Member of Delphi Economic Forum and a member of the Honorary Board of the Bussola Institute, a foundation aiming to strengthen cooperation between the EU and the GCC.

Nationality: Greek

4.2 ElectionofBruno Pietracci asanewmemberoftheBoardofDirectors

Motion:

The Board of Directors proposes that shareholders elect Bruno Pietracci 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 2022.

Explanation:

Bruno Pietracci is being proposed for election as a new member of the Board of Directors. Bruno has been recommended for election as a non-Executive Director by Coca-Cola HBC AG's Nomination Committee after consultation with the Chairman, taking into consideration the provisions ofthe Articles of Association and the provisions of the UK Corporate Governance Code. The Board of Directors recommends the election of the proposed new member ofthe Board of Directors on the basis of his experience as outlined in the brief biography set out below:

Bruno currently serves as President of Africa Operating Unit for The Cola-Cola Company, a role which he has held since 2020. He has a more than 20-years track record of transforming businesses, people and communities and brings extensive experience and knowledge of the Coca-Cola system, having held a number of roles at The Coca-Cola Company since 2008.

From 2018 to 2020, Bruno was President of The Coca-Cola Company's Southern and East Africa Business Unit. From 2016 to 2018, he served as the Vice-President of Operations in Europe, Middle East and Africa. Prior to that, he was the General Manager for Colombia, Venezuela and Ecuador (from 2014 to 2016) and General Manager of FU Center in Brazil (from 2012 to 2014). From 2010 to 2012, he was the General Manager of FU South in Brazil. Bruno joined The Coca-Cola Company in 2008 as Vice-President of Strategy, Insights and Innovation in Brazil.

Prior to joining The Coca-Cola Company, Bruno worked at McKinsey & Company in Brazil and Portugal from 1997 to 2008, working in marketing and sales with consumer-packaged goods and telecommunications clients.

Bruno has served on the board of Coca-Cola Beverages Africa since 2017 and has also served on the boards of Toni Corp in Ecuador (2016) and Matte Leão in Brazil (2009). In 2016, he was the Chairman of Corporación Juego y Niñez in Colombia.

Bruno is a citizen of Brazil and Italy. Bruno holds a bachelor's degree in mechanical engineering from the Universidade Estadual de Campinas in Brazil and an MBA from INSEAD in France.

4.3 ElectionofHenrique Braun as anewmemberoftheBoardofDirectors

Motion:

The Board of Directors proposes that shareholders elect Henrique Braun 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 2022.

Explanation:

Henrique Braun is being proposed for election as a new member of the Board of Directors. Henrique has been recommended for election as a non-Executive Director by Coca-Cola HBC AG's Nomination Committee after consultation with the Chairman, taking into consideration the provisions of the Articles of Association and the provisions of the UK Corporate Governance Code. The Board of Directors recommends the election of the proposed new member of the Board of Directors on the basis of his experience as outlined in the brief biography set out below:

Henrique currently serves as President of Latin America Operating Unit for The Coca-Cola Company, a role

that he has held since 2020.

Bruno has vast experience in corporate functions as well as regional and business unit operations in The Coca-Cola Company. He joined The Coca-Cola Company in 1996 in Atlanta, and progressed through increasing responsibilities in North America, Europe and Latin America. His career responsibilities have included supply chain, new business development, marketing, innovation, general management and bottling operations. From 2016 to 2020, Bruno served as the President of the Brazil business unit and from 2013 to 2016, he was the President for Greater China and Korea. His other roles in The Coca-Cola Company in the past include Vice President of Innovation and Operations in Brazil and Director for Still Beverages (non-carbonated beverages) in Europe. He first joined the Coca-Cola Company as a trainee in Global Engineering in the USA.

Henrique is a citizen of Brazil and the USA and holds a bachelor's degree in agricultural engineering from the University Federal of Rio de Janeiro, a master's in industrial engineering from Michigan State University and an MBA from Georgia State University.

5. Election ofthe independent proxy

Motion:

TheBoardofDirectorsproposes tore-electMs.InesPoeschel,KellerhalsCarrardZürichKlG,Zurich, Switzerland, as independent proxy for a term of one year until the end of the next annual general meeting in 2022.

Explanation:

In compliance with the Articles of Association and the Swiss ordinance against excessive compensation in listed stock companies,the Annual General Meeting elects the independent proxy for a term of one year untilthe end ofthe next annual general meeting in 2022. Unless shareholders appoint an individual proxy by written power of attorney, the independent proxy is the only proxy available through which shareholders not attending the meeting can vote at the Annual General Meeting. See also the section "Organisational matters and notes" – "Proxies" to this Notice.

The proposed independent proxy, Ms. Ines Poeschel, is a partner and attorney-at-law at Kellerhals Carrard Zürich KlG, Zurich, Switzerland and has held office as Coca-Cola HBC AG's independent proxy since 2013.

6. Election ofthe auditors

6.1 Re-election ofthe statutory auditor

Motion:

The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich, Switzerland, as the statutory auditor of Coca-Cola HBC AG forthe financial year ending 31 December 2021.

Explanation:

Upon the recommendation of the Audit and Risk Committee, the Board of Directors proposes that PricewaterhouseCoopers AG, in Zurich, Switzerland, be re-elected for the financial year ending 31 December 2021 as the statutory auditor of Coca-Cola HBC AG. The statutory auditor's main task is to audit the consolidated financial statements and the statutory financial statements. PricewaterhouseCoopers AG, in Zurich, Switzerland will also act as audit expert for audits of capital increases.

6.2 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, as the independentregistered public accounting firm ofCoca-ColaHBCAGforthe purposes ofreporting underthe rules ofthe UK's Financial Conduct Authority,to hold office for a term of one year until the next annual general meeting in 2022; and (ii) to confirm, by way of an advisory vote, the authority of the Audit and Risk Committee to determine PricewaterhouseCoopers S.A.'s terms of engagement and remuneration.

Explanation:

Upon the recommendation ofthe Audit and Risk Committee,the Board of Directors proposes that shareholders approve, by way of an advisory non-binding vote, the re-appointment of PricewaterhouseCoopers S.A., Halandri, Greece ("PwC S.A."), an affiliate of PricewaterhouseCoopers AG, as the independent registered public accounting firm of Coca-Cola HBC AG for the purposes of reporting under the Disclosure Guidance and Transparency Rules and the Listing Rules of the UK's Financial Conduct Authority, to hold office for a term of one year until the next annual general meeting in 2022. The Audit and Risk Committee reviews both the audit

scope and estimated fees forprofessionalservicesforthecomingyearandassuch,theBoardofDirectorsproposes that shareholders confirm, by way of an advisory non-binding vote, the authority of the Audit and Risk Committee to determine PwC S.A.'s terms of engagement and remuneration.

7. 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 ofthis resolution (the "UK Remuneration Report").

Explanation:

ThefullUKRemunerationReportis setoutinthe2020IntegratedAnnualReportonpages110to130andisdivided into twosections. The first section sets out Coca-ColaHBC AG's remuneration policy (see agenda item 8) and the second section details the implementation of the remuneration policy for the financial year ended on 31 December 2020,includingamountspaidtomembersoftheBoardofDirectorsfor2020.Thetotalremuneration paidor accrued for the members of the Board of Directors and for the members of the Operating Committee (which includes the CEO)amounts to EUR 21.6 million. TheUK Remuneration Report aims toadhere to the form andcontentprescribed by UK remuneration reporting regulations. Although as a Swiss company, Coca-Cola HBC AG is not required to comply with such remuneration reporting regulations, Coca-Cola HBC AG has soughtto provideinformationbroadly in line with UK practice in order to assist its shareholders in benchmarking Coca-Cola HBC AG against its peer companies. The Board of Directors wishes to give shareholders an opportunity to approve, by way of an advisory non-binding vote, the UK Remuneration Report, which excludes the section containing the remuneration policy of Coca-Cola HBC AG for purposes of this resolution (see further agenda item 8).

8. 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-ColaHBC AG(the "Remuneration Policy"),in the form set out at pages 114 to 121 ofthe 2020 Integrated Annual Report, which takes effectimmediately afterthe end ofthe Annual General Meeting on 22 June 2021.

Explanation:

The Remuneration Policy forms part of the full UK Remuneration Report and explains the governance structure of Coca-ColaHBC AGand the responsibilities ofthe Board of Directors forremuneration matters. For members of the Board of Directors, the Remuneration Policy provides for an annual fixed fee plus additionalfixed fees for membership of the committees of the Board of Directors.

For the CEO, and the other members of the Operating Committee of Coca-Cola HBC AG, the Remuneration Policy provides for remuneration comprising a base salary, a cash bonus, participation in a performance share plan and an employeesharepurchase plan, a pensionplan and certain otherbenefits.TheRemunerationPolicy hasbeenestablished by the Remuneration Committee and its objective is to attract, retain and motivate the CEO and the Operating Committee and ensure that their individual contributions are directly linked to the success of Coca-Cola HBC AG. As a Swiss company, Coca-Cola HBC AG is not required to give shareholders a binding vote on its Remuneration Policy (unlike UK incorporated companies). However, the Board of Directors wishes to adhere to UK corporate governance best practice in this respectto the extent possible and therefore give shareholders an opportunity to approve, by way of an advisory non-binding vote,the Remuneration Policy.

The changes from the 2020 remuneration policy will be as follows:

Adjusting the operation of the Management Incentive Plan (MIP) to place greater weight on the business performance element. MIP pay-outs will be based on business performance and individual performance elements combined on a multiplicative basis so that both elements must be achieved in order for the plan to pay out. For 2021, business performance will be measured based on performance against three KPIs: revenue (40% weighting), comparable EBIT (40% weighting) and free cash flow (20% weighting). The proposed change will result in a small increase in the maximum MIP opportunity for the broader organisation. For the CEO, the maximum opportunity will increase marginally from 130% to 140% of base salary but this maximum opportunity will pay out only for both a stretch level of business performance and full achievement of the individual performance element. (See page 126 of the 2020 Integrated Annual Report for more details.)
Allow flexibility under the Remuneration Policy for the Remuneration Committee to determine the appropriate metrics and weightings for each award under the Performance Share Plan (PSP). From the 2021 award Coca-Cola HBC AG is introducing, along with ROIC and EPS, an additional performance

element, related to sustainability. The Remuneration Committee believes that this additional metric will support the vitally important 'Earn our licence to operate' growth pillar described in the 2020 Integrated Annual Report and is conscious to link the company's remuneration structure with its strategic focus on sustainability. (See page 127 of the 2020 Integrated Annual Report for more details.)

– Introduce a 200% post-employment shareholding requirement for a period of two years, in response to developing corporate governance best practice and feedback from our shareholders. The Remuneration Committee believes that these changes carefully balance aligning the remuneration policy with Coca-Cola HBC AG's strategy and responding to evolving corporate governance requirements.

9. 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").

Explanation:

Coca-Cola HBC AG is required to prepare the Swiss Remuneration Report pursuant to the Swiss ordinance against excessivecompensationinlistedstockcompanies,whichenteredintoforceon1January2014.TheSwiss Remuneration Report is set out on pages 225 to 228 of the 2020 Integrated Annual Report. The Swiss RemunerationReportisaccompanied by a report of the statutory auditor of Coca-Cola HBC AG set out on page 224 ofthe 2020 Integrated Annual Report, confirming thattheSwissRemunerationReportfortheyear ended 31 December 2020 complies with Swiss law and articles 14 to 16 of the Swiss ordinance against excessive compensation in listed stock companies.

10. Approval of the remuneration of the Board of Directors and the Operating Committee

General introduction:

Based on Art. 34 of the Articles of Association, the Board of Directors proposes to hold separate votes on the compensation of the Board of Directors and the Operating Committee, i.e. to approve the maximum aggregate amount of(1)the remuneration forthe Board of Directors untilthe next ordinary annual general meeting in 2022; and (2)the remuneration for the Operating Committee for the next financial year.

10.1 Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting

Motion:

The Board ofDirectors proposes that shareholders approve a maximum aggregate amount of compensation forthe members ofthe Board of Directors covering the period from the 2021 Annual General Meeting until the next annual general meeting in 2022 in the amount of EUR 1.5 million.

Explanation:

TheboardandcommitteefeesshallremainunchangedfortheperiodfromtheAnnualGeneralMeetingtothe annual general meeting in 2022.

The non-executive members of the Board of Directors of Coca-Cola HBC AG are entitled only to board participation fees. Accordingly,they only receive fixed compensation and do notreceive any variable, performance-based compensation, equity compensation or any additional fees for attending meetings. Members of the Board of Directors do not receive company pension or insurance benefits for their respective board fees.

The table below shows the fees on which the proposed maximum aggregate amount of EUR 1.5 million for the remuneration for the members of the Board of Directors proposed for the period from the Annual General Meeting to the annual general meeting next year is based:

Basic non-Executive Director's fee	73,500 €
Senior IndependentDirector fee	15,800 €

				Social
Committees	Audit and Risk	Remuneration	Nomination	Responsibility
Committee chairman fee	28,900 €	11,600 €	11,600 €	11,600 €
Committee member fee	14,500 €	5,800 €	5,800 €	5,800 €

The proposed maximum aggregate amount of the remuneration for the members of the Board of Directors assumes that all proposed Board members (and Remuneration Committee members) will be elected by the shareholders at the Annual General Meeting.

10.2 Approval ofthe maximum aggregate amount of remuneration for the Operating Committee for the next financial year

Motion:

The Board of Directors proposes that shareholders approve a maximum aggregate amount of compensation for the members of the Operating Committee (which includes the Chief Executive Officer) for the next financial year starting on 1 January 2022 and ending on 31 December 2022 in the amount of EUR 36 million.

Explanation:

The objective of Coca-Cola HBC AG's remuneration philosophy is to attract, retain and motivate employees who are curious, agile and committed to perform. Coca-Cola HBC AG's reward strategy seeks to promote a growth mind set and reinforce desirable behaviours, ensuring that employees are fairly rewarded and thatthey recognise thattheir individual contributions are directly linked to the success of Coca-Cola HBC AG.

Variable pay is an important element of Coca-Cola HBC AG's reward philosophy. A significant proportion of remuneration fortopmanagers (including the CEOand the members oftheOperating Committee)is tied to the achievementofthebusinessobjectivesofCoca-ColaHBCAG.Theseobjectivesaredefinedbykeybusiness metrics thatareconsistentwithCoca-ColaHBCAG'sgrowthstrategyandwilldeliverlong-termshareholder value. The variable pay elementincreases or decreases based on the achieved business performance. Through equity-related long-term compensation, Coca-Cola HBC AG seeks to ensure that the financial interests of the CEO,themembers oftheOperatingCommittee andthetopmanagers arealignedwith those of shareholders.

All of the remuneration plans of Coca-Cola HBC AG, both fixed and variable, are designed to be cost-effective, taking into account market practice, business performance and individual performance and experience where relevant. Coca-Cola HBC AG pays close attention to shareholders' views in reviewing the remuneration policy and programmes of Coca-Cola HBC AG.

The UK Remuneration Report including the key features on the Operating Committee remuneration plan is set out on pages 110 to 130 ofthe 2020 Integrated Annual Report.

The Operating Committee remuneration plan has the full support of the Remuneration Committee and the Board of Directors. The Board of Directors believes thatthe plan will provide a competitive advantage to Coca-Cola HBC AG in the marketplace for executive talent and is aligned with Coca-Cola HBC AG's strategies and objectives as well as shareholders' interests.

The maximum remuneration is based on the following calculation of the aggregate compensation for all members of the Operating Committee:

	FixedRemuneration Retirement		VariablePay		Total Remuneration
	Base Salary	and other Benefits	Management Incentive Plan	Performance Share Plan
Minimum	€ 6,410,000	€9,360,000	€ 0	€ 0	€ 15,770,000
At target	€ 6,410,000	€9,360,000	€ 3,210,000	€ 5,030,000	€ 24,010,000
Maximum	€ 6,410,000	€13,780,000	€ 6,410,000	€ 9,140,000	€ 35,740,000

The compensation "Attarget" reflects 100% of the value of the awards made under the Management Incentive Plan and the expected value of performance share awards made underthe Performance Share Plan. The "maximum" value of the remuneration for the Operating Committee that is proposed to the shareholders for approval at the Annual General Meeting reflects 200%ofthe value ofthe awards made underthe ManagementIncentive Plan and 100% of the value of performance share awards made under the Performance Share Plan, and would thus require all targets to be significantly exceeded. To date, such level of pay-out for all Operating Committee members on an aggregate basis has never occurred at Coca-Cola HBC AG.

11. Approval of share buy-back

Motion:

The Board of Directors proposes to repurchase 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:

a) the maximum aggregate number of ordinary shares authorised to be purchased is 10,000,000;
b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is CHF 6.70;

c) 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.

The authority to buy back shares will expire at the conclusion of the 2022 annual general meeting of Coca-Cola HBC AG after the passing of this motion or at midnight on 30 June 2022, whichever is the earlier, unless previously revoked, varied or renewed by Coca-Cola HBC AG in a general meeting prior to such time. Coca-Cola HBC AG may at any time prior to expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after expiration of such authority and Coca-Cola HBC AG may complete such purchases as if the authority had not expired.

Explanation:

The Board of Directors proposes to approve a share buy-back programme to purchase up to 10,000,000 ordinary shares, which equals less than 10% of Coca-Cola HBC AG's share capital (excluding treasury shares) issued as at 12 May 2021, the latest practicable date before the publication of this Notice. The Board of Directors' current intention is that the shares are repurchased (i) in order to avoid dilution from the issuance of shares out of Coca-Cola HBC AG's conditional capital following the issuance of stock options; or (ii) allocate shares for vested performance share awards granted by Coca-Cola HBC AG; or (iii) to provide maximum flexibility in the management of the capital resources of Coca-Cola HBC AG. This motion specifies the maximum number of shares that may be purchased and minimum and maximum prices at which they may be bought. The minimum price is set at the nominal value of the ordinary shares in Coca-Cola HBC AG. The authority to buy-back shares will expire at the conclusion of the 2022 annual general meeting or, if earlier, at midnight on 30 June 2022. Coca-Cola HBC AG is allowed to hold its own shares in treasury following a buy-back instead of having to cancel them. This gives Coca-Cola HBC AG the ability to re-issue treasury shares quickly and cost effectively and provides Coca-Cola HBC AG with additional flexibility in the management of its capital base. If the Board of Directors exercises the authority conferred by agenda item 11, Coca-Cola HBC AG will have the option of either holding in treasury or of cancelling any of its own shares, subject to relevant requirements, and will decide at the time of purchase which option to pursue. Cancellation involves a capital decrease, which requires an amendment to the Articles of Association and will be subject to shareholder approval at a future general meeting. The Board of Directors will exercise the authority conferred on them only when to do so would be in the best interests of the shareholders generally. The Board of Directors intends to seek renewal of this authority at subsequent general meetings.

The total number of options to subscribe for shares outstanding at 12 May 2021, the latest practicable date before the publication of this Notice was 3,528,758. This represents approximately 0.97 per cent of the issued share capital (excluding treasury shares) at that date. If Coca-Cola HBC AG was to buy back the maximum number of ordinary shares permitted by the authority sought in this Notice, then the total number of options to subscribe for ordinary shares outstanding at 12 May 2021 would represent 0.99 per cent of the reduced issued share capital (excluding treasury shares).

Recommendation of the Board of Directors

The Board of Directors considers that all of the proposals to be considered at the Annual General Meeting are in the best interests of Coca-Cola HBC AG and its shareholders as a whole. Accordingly, the Board of Directors unanimously recommends that you vote in favour of all the proposed resolutions, as the Directors who hold shares in Coca-Cola HBC AG intend to do in respect of their own beneficial holdings.

Organisational matters and notes

Participation in the Annual General Meeting

(a) Registered Shareholders

Shareholders registered in the share register with voting rights on 18 June 2021 at 11:00 am CET (10:00 am UK BST) (voting record date) will be entitled to vote at the Annual General Meeting by appointing and mandating the IndependentProxy.

Inaccordancewithart.27oftheOrdinance, shareholders are prohibited from participating and voting at the Annual General Meeting by way of personal attendanceandvoting isonlypossiblebyappointingandmandating the Independent Proxy in accordance with the terms set out below.

Registration in the share register with voting rights may be time consuming and shareholders wishing to vote are urgedtoduly apply forregistration as soon as possible.The last business daybefore the voting recorddate on which registration requests will be processed is 17 June 2021.

In order to exercise their voting rights at the Annual General Meeting, registered shareholders must elect to appoint, and give voting instructions to, the Independent Proxy either via the online

proxy voting platform or by returning a reply form by mail, in each case in accordance with the instructions below.

Registered shareholders will receive a reply form together with this Notice, which includes the web address (URL) andyour access codefortheonlineproxyvotingplatformthat shareholdersmayuseinconnectionwiththe Annual General Meeting.

If you are a registered shareholder, you may elect to appoint and give voting instructions to the Independent Proxy via the online proxy voting platform; please register online by using the URL and your access code printed on the reply form. Youmay then appointthe Independent Proxyand give voting instructions electronically by 12:00 noon CET (11:00 am UK BST) on 16 June 2021 atthe latest.

Ifyouarearegisteredshareholderandelecttoreturntheprintedreplyform,pleasereturn it as soon aspossible and by 15June 2021 atthe latesttoCoca-Cola HBC AG, c/o ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg, Switzerland. Please note the section "Signing ofreply forms" below.Preparationforthe AnnualGeneral Meeting will be facilitated by the promptreturn of yourreply form.

In detail, voting materials will be sent to shareholders as follows:

Registered shareholders who are entered in the share register up to and including 11 May 2021 will be sent this Notice and the reply form on or around the date of this Notice;
Registered shareholders who are entered in the share registerin the period between 11May 2021 and 4June 2021 will be sentthis Notice and the reply form in a subsequent mailing;
Shareholders who are entered in the share register as shareholders with voting rights after 4 June 2021 but before 18 June 2021 will be sent this Notice and the reply form upon request only. No requests for registration in the share register will be processed between 18 and 22June 2021;
If registered shareholders increase their shareholding registered in the share register with voting rights by 17 June 2021 (close of business), proxies and voting instructions will be amended automatically without any further notice and will extend to the additionally registered shares; and
Registered shareholders entered in the share register as shareholders without voting rights will not receive voting materials enabling them to appoint a proxy to vote.

Shareholders who dispose oftheir shares priorto 18 June 2021, 11:00 am CET (10:00 am UK BST) are not entitled to vote at the Annual General Meeting. Previously issued proxies will become invalid automatically. Shareholders who dispose oftheir shares after 18 June 2021, 11:00 am CET (10:00 am UK BST),remain entitled to vote at the Annual GeneralMeeting.

(b) CDI Attendants

In connection with the admission of Coca-Cola HBC AG's shares to the premium segment and to trading on the London Stock Exchange, Coca-Cola HBC AG entered into arrangements enabling investors to hold, transfer and settle interests in Coca-Cola HBC AG's shares in the form of CREST depositary interests ("CDIs"). CDIs are independent uncertificated securities constituted under English law, allowing the electronic settlement of trades in Coca-Cola HBC's shares via the CREST system operated by Euroclear UK & Ireland Limited. Each CDI represents one Coca-Cola HBC ordinary share.

The following persons (referred to as "CDI Attendants"), who are

CREST members holding CDIs as beneficial owner;
CREST members holding CDIs who act upon instructions from the beneficial owners (nominees), provided thatthey disclose the name, address and shareholding of such beneficial owners; or
Beneficialowners (otherthanCRESTmembers)ofCDIswhocanestablishthroughwhichnominees theyhold their CDIs and disclose their name, address and shareholding,

are entitled to be represented by the Independent Proxy at the Annual General Meeting, and to cast their votes where they are the subject of an omnibus proxy expected to be granted by CREST International Nominees Limited in favour of such CDI Attendants.

In order to exercise their voting rights at the Annual General Meeting, CREST members and

beneficial owners of CDIs must elect to appoint and give voting instructions to the Independent Proxy: (i) in the case of CREST members, either via the online proxy voting platform or by returning a reply form by mail; or (ii)in the case of beneficial owners of CDIs, by returning a reply form to their nominee by mail, in each case in accordance with the instructions below.

CREST members who are entered in the CDI register maintained under the operation of Euroclear UK & Ireland Limited (the "CDI Register") will receive a reply form together with this Notice, which includes the web address (URL) and the access code for the online proxy voting platform that such CREST members may use in connection with the Annual General Meeting. Those members, or the beneficial owners of CDIs, should use the reply form toappointandinstructtheIndependentProxy.Allnomineesarerequestedtoforward copiesofthisNoticeand the reply form (except for the access details to the online proxy voting platform, which they should treat as confidential and blacken or otherwise efface) immediately to the beneficial owners ofCDIs and tothereby clearly indicate the nominee's address for reply mail. Beneficial owners of CDIs are requested to follow the instructions of the CREST member through whom they hold their CDIs and to return any forms or voting instructions to such CREST member.

Preparation for the Annual General Meeting will be facilitated by the prompt return of your reply form. Beneficial owners of CDIs should return them as soon as possible to their nominees, and CREST members should returnthem as soon as possible and,in any event no laterthan 15 June 2021, or a date required by the nominee, to the nominee from whom they received it. Processing of reply forms including beneficial ownership declarations may be time consuming and cannot be guaranteed if reply forms are received later than 15 June 2021. Please note the section "Signing of reply forms" below.

Instead of returning the reply form by mail, CREST members may also return it via the online proxy voting platform.In such case, please register online by using the URL and your access code printed on the reply form. You may then scan and upload the printed and signed reply form. Please submit the reply form electronically as soon as possible and by 11.00 am UK BST (12:00 noon CET) on 16 June 2021 at the latest. Note that this electronic platform is only available for use by CREST members and not for beneficial owners of CDIs who hold their CDIs through anominee.

Please note that, in addition to returning the reply card,to be eligible to vote atthe Annual General Meeting, CDI attendantsmust also transfer theirholdingofCDIs (i.e. such balanceofCDIs in respect ofwhich theywish to vote) toanescrowbalanceinCRESTby inputting a transferto escrow instruction in CREST tosettle by 11:00 am UK BST (12:00 noon CET) on 17 June 2021 at the latest in accordance with the instructions set out in the corporate action bulletin to be published by EuroclearUK & Ireland Limited on or around 21 May 2021 (available ontheEuroclearUK & Ireland section of its website at: www.euroclear.com). Beneficial ownership of the CDIs will be unchanged by reason of the transfer to escrow. Such CDIs will be held by CREST Depository Limited under the control of and to the order of Coca-Cola HBC AG (and, therefore, will not be available for any other settlement within the CREST system) until they are released from escrow, which will take place automatically before the commencement of dealings on the London Stock Exchange on 21 June 2021, 08:00 am UK BST (09:00 am CET)(to the extent practicable).

ItisthesoleresponsibilityofeachCRESTmemberandthebeneficialownersforwhomitactsasanomineetoensure that the CDIs transferred into escrow are at least equal to the total number of CDIs for which voting rights are asserted by such CREST member and the beneficial owners for whom it acts as a nominee. If a beneficial owner gives voting instructions orreturns a reply form to a CREST member, Coca-Cola HBC AG recommends that such CREST member immediately transfers the required balance of CDIs into escrow in order to avoid any shortage of CDIs in escrow. If a CREST member fails to duly transfer a sufficient number of CDIs into escrow, all (and not only the exceeding) voting rights, reply forms and voting instructions relating to its CDIs will be disregarded, unless: (i) such CREST member has informed Coca-Cola HBC AG, c/o ShareCommService AG, Europastrasse29,CH-8152Glattbrugg, Switzerland,in writing by registered mail and by 17 June 2021, 11:00 am UK BST (12:00 noon CET) (time of receipt) which voting rights, reply forms and voting instructions relating to its CDIs and exceeding the balance of CDIs inescrowaretobedisregardedandwhicharenot;or(ii)ifCoca-Cola HBC AG,in its sole discretion, determines that it can otherwise establish which voting rights, reply forms and/or voting instructions relating to such CDIs should be disregarded and which should not.

In detail, voting materials will be sent as follows:

CREST members who are entered in the CDI Register up to and including 11May 2021 will be sentthis Notice and the reply form on or around the date of this Notice;
CREST members who are entered in the CDI Register in the period between 11May 2021 and 4 June 2021 will be sentthis Notice and the reply form in a subsequent mailing; and
CRESTmemberswhowillbeenteredintheCDIregister after 4 June2021butbefore17 June2021, 11:00 am

UK BST (12:00 noon CET), will be sentthis Notice and the reply form upon request only.

(c) DSS Holders

In connection with its secondary listing on the Athens Exchange, Coca-Cola HBC AG shares may be held in bookentry form in the Greek dematerialised securities system ("DSS") in DSS accounts. Based on reporting of DSS accountinformation, Coca-Cola HBC AG registers in its share register all holders of Coca-Cola HBC AG shares in DSSaccounts ("DSSHolders")as shareholderswithoutvotingrights fromtimetotime.As registeredshareholders, DSS Holders will generally be subject to the same rules as other registered shareholders, as set out in section (a) above, except as mentioned below. In particular, they will receive the same information as other registered shareholders (including the web address (URL) and an access code for the online proxy voting platform) except that their reply form is designed so as to facilitate their registration in the share register with voting rights in order to vote at the Annual GeneralMeeting.

In order to be eligible to vote, however, DSS Holders must explicitly declare on their reply form that they hold their shares as beneficial owners, i.e. in their own name and for their own account. By giving a beneficial ownership declaration, DSS Holders may be registered in the share register as shareholders with voting rights in accordance with Art. 7 para. 2 of the Articles of Association. Beneficial ownership declarations will also extend to additional shares acquired and registered by 17 June 2021.

Nominees who qualify as financial intermediaries under Art. 7 para. 3 of the Articles of Association may be eligible to vote provided that they disclose the name, address and shareholding of all such beneficial owners upon whose voting instructions they act. On the reply form, DSS Holders will also consent to be requalified as shareholders without voting rights after the Annual General Meeting.

In order to exercise their voting rights at the Annual General Meeting, DSS holders must elect to appoint and give voting instructions to the Independent Proxy either via the online proxy voting platform or by returning a reply form by mail, in each case in accordance with the instructions below.

If you are a DSS holder and elect to register with voting rights and/or to give voting instructions via the online proxy voting platform, please register online by using the URL and your access code printed on the reply form. You may then appoint the Independent Proxy and give voting instructions electronically by 16 June 2021, 11:00 am UK BST (12:00 noon CET), at the latest. Note that if your DSS account information contains a mailing address indicating not you but a third party (including custodians and other representatives) as the addressee, you or such third party acting on your behalf will need to scan and upload the printed and signed reply form (plus, if applicable, a power of attorney, a sample of which is provided to such DSS Holders as annex 2 to their reply form) to the online proxyvotingplatformforauthentication purposes (pleasealsonotethesection"Signingofreplyforms"below). PleasecontactyourDSSoperatorifyou wouldliketochangeyourmailingaddress inyourDSSaccountinformation.

If youareaDSSHolderandelecttoreturntheprintedreplyform, youareurgedtoreturnyourreplyformas soon as possible and in any event by 15 June 2021 at the latest to Coca-Cola HBC AG, c/o ShareCommService AG, Europastrasse29,CH-8152Glattbrugg,Switzerland.Processingofreplyformsincludingregistrationrequestsand beneficial ownership declarations may be time consuming and cannot be guaranteed if reply forms are received laterthan 15 June 2021.

In any event, the last business day before the voting record date on which registration requests on reply forms will be processed is 17 June 2021. Also, please note the section "Signing ofreply forms" below.

IfDSSHolders who declare to be the beneficial owner oftheir shares increase their shareholding recorded in DSS by 17 June 2021 (close of business), proxies and voting instructions will be amended automatically without any further notice and extend to the additionally registered shares. DSS Holders who dispose of their shares in DSS by 18 June 2021 (close of business) are not entitled to vote atthe Annual General Meeting. DSS Holders who dispose oftheir shares in DSS after 18 June 2021 remain entitled to vote atthe Annual General Meeting.

Signing of reply forms

Reply forms submitted by mail or, if applicable, uploaded as a scan through the online proxy voting platform must be signed as follows:

by the relevant shareholder or CDI Attendant personally;
if such shareholder or CDI Attendant is a legal entity, by duly authorised representatives of such legal entity (typically stamped and signed by two authorised signatories);
if such shareholder or CDI Attendantis a minor or incapable to act, by its legalrepresentative;
if any other persons, such as custodians, depositary banks, asset managers, DSS operators, financial intermediaries or any other representatives (other than nominees being shareholders or CDI holders of recordwho act in their own name), sign a reply form, the reply form must be accompanied by a written, dated and signed power of attorney by the relevant registered shareholder or CDI Attendant that in the view of Coca-Cola HBC AGclearly evidences the authorisation tosign the reply form,including the matters contained therein, on such shareholder's or CDI Attendant's behalf. (In order to take account of the particularities of the Greek DSS, a sample of such a proxy is provided to certain DSS Holders as annex 2 to their reply form, as mentioned in the preceding section "Participation in the Annual General Meeting – "DSS Holders".)

Note that pursuant to mandatory Swiss law, Coca-Cola HBC AG is not permitted to admit any institutionalised form of representation, including representation based on foreign law or on general terms and conditions, by depositary banks or asset managers (other than nominees being shareholders or CDI holders of record) but may only admit custodians, depositary banks, asset managers, DSS operators, financial intermediaries if they act either in their own name or upon an express, written and signed power of attorney and upon instructions by the shareholder of record.

Coca-Cola HBC AG has authority and responsibility to verify the due authorisation of signatories of the reply forms and any powers of attorney as it deems itrequired.In case of doubt, Coca-Cola HBC AGretains the rightto require, in its discretion, additional conclusive evidence on signature authority (such as excerpts from commercialregisters, certificates of incumbency, written proxies specifically authorising the signatory to sign the reply form, etc.).

Physical Attendance

According to art. 27 ofthe Ordinance,the physical attendance by shareholders at the Annual General Meeting is essentially banned and the organizer of company meetings such as annual general meetings may order participants to exercise their rights exclusively (i) in writing or online; or (ii) through an independent proxy appointed by the organizer.

Based on art. 27 ofthe Ordinance, the Board of Directors has decided that voting at the Annual General Meeting is restricted to voting by the Independent Proxyonly.

Proxies

Based on art. 27 of the Ordinance, Shareholders and CDI Attendants who wish to vote at the Annual General Meeting are required to be represented by the Independent Proxy, Ms. Ines Poeschel, Kellerhals Carrard Zürich KlG, Raemistrasse 5, CH-8024 Zurich.

Shareholders or CDI Attendants are requested to instruct the Independent Proxy and fill in the reply form accordingly or use the online proxy voting platform, as explained above. Please give general voting instructions by filling in the relevant section on the front side of the reply form or specific instructions by filling in the relevant section on the reverse side of the reply form. Without general or specific instructions, the Independent Proxy will abstain from voting the relevant ordinary shares, which will generally count as a "no" vote in respect of those ordinary shares underthe Articles of Association.

Voting procedure

Subject to the powers of the chair of the meeting to determine the voting procedure in accordance with art. 19 of the Articles of Association and in accordance with art. 27 of the Ordinance, voting at the Annual General Meeting is restricted to voting by the Independent Proxy.

Therefore, the Board of Directors have implemented the following special voting procedure for the Annual General Meeting: Only the members of the Board of Directors and the Independent Proxy will be present at theAnnual General Meeting. The Independent Proxy will inform the members ofthe Board of Directors who are present on the number of votes in favour and the number of votes against the proposals to be considered at the Annual General Meeting, as well as the number of votes that abstained from voting. The Board of Directors will issue a written resolutionontheresultsoftheAnnualGeneralMeeting.Subsequently,theBoardofDirectors will inform Coca-Cola HBC's auditor, PricewaterhouseCoopers AG (CHE-106.839.438), Zurich, in writing on whether or not the proposals to be considered have been approved together with a copy of the written resolution on the results ofthe Annual GeneralMeeting.

Submission of Proposals

Shareholders who wish to propose a motion in respect of the items on the agenda and the proposals of the Board ofDirectors (beingonly thosesetoutinthisNotice)maydosoby sending awrittennoticetoCoca-Cola HBCAG on or before 18 June 2021 the latest.

Issued shares and total voting rights

As at 12 May 2021, Coca-Cola HBC AG's total issued share capital comprised 370,605,515 ordinary shares of CHF 6.70, of which 2,464,448 ordinary shares are held byCoca-ColaHBC AGand 3,430,135 shares are held by its subsidiary,Coca-ColaHBC Services MEPE,in treasury.Accordingly,the total number of outstanding voting rights (whether exercisable or not) in Coca-Cola HBC AG as at 12 May 2021 is 364,710,932.

Amendments due to current COVID-19 pandemic

AsatthedateofthisNotice,theOrdinance is due to expire on 31 December 2021.

As the relevant provisions of the Ordinance will still be in force as of the date of the Annual General Meeting, the Board of Directors has decided, in line with the Ordinance, that the organizational matters of the Annual General Meeting shall governed by the Ordinance. Forthis reason,the organizational matters will be dealt with differently than in other general meetings.

Further, the Ordinance may be updated and/or changed by the Swiss Federal Council at any time, depending on the development ofthe COVID-19 pandemic. Consequently,the restrictions imposed by the Ordinance (such as the ban of physical company meetings) may be furtherincreased or decreased before the date ofthe Annual General Meeting.

In view of the above, the Board of Directors of Coca-Cola HBC AG reserves the right to postpone or cancel the Annual General Meeting or to amend the organizational matters outlined in this Notice (including the voting procedures) up to four days priorto the date of the Annual General Meeting if such cancellation or amendment becomes necessary to ensure compliance with the Ordinance (in the version valid at the time) and/or other provisions of Swiss law. Any supplemental Notice that may be sent to shareholders in connection with the Annual General MeetingshallbesentnolaterthansevendayspriortothedateoftheAnnualGeneralMeeting.The Board of Directors reserves the right to amend the organizational matters outlined in this Notice without publishingsuchasupplemental Notice.

Documents available for inspection

The following documents will be available for inspection from 21 May 2021, at Coca-Cola HBC AG's registered office, Turmstrasse 26, CH-6312 Steinhausen, Switzerland:

a copy of the 2020 Integrated Annual Report, which includes the reports by Coca-Cola HBC AG's statutory auditor, PricewaterhouseCoopers AG (relating to the proposals of the Board of Directors in agenda items 1, 2, 8 and 9);
the generalterms of appointment applicable to each current and newnon-executive member ofthe Board of Directors proposed to be elected or re-elected (as the case may be).

Shareholders and CDI Attendants may request that a copy of the 2020 Integrated Annual Report is sent to them starting from 21 May 2021.

A copy ofthis Notice,the 2020 Integrated Annual Report and otherrelevant shareholderinformation, may also be accessed and downloaded from the website of Coca-Cola HBC AG at https://www.cocacolahellenic.com/en/investor-relations/2020-integrated-annual-report.

Minutes

The minutes ofthe AnnualGeneral Meeting are expected to be available forinspection from 9July 2021 at Coca-Cola HBC AG's registered office.

General enquiries

If you have any enquiries relating to the Annual General Meeting or this Notice, please contact Maria Livaniou, tel.: +30 210 618 3106, e-mail: [email protected]

Zug, 21 May 2021

By order of the Board of Directors

Anastassis G. David, Chairman

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AI assistant

Coca-Cola HBC AG — AGM Information 2021

2700_agm-r_2021-05-21_dba89752-280a-4543-a3f3-3a12b012d5bf.pdf

Notice of Annual General Meeting of

Coca-Cola HBC AG

Tuesday,22June2021

11:00 am CET

By Independent Proxy only

atTurmstrasse26,6312Steinhausen, Switzerland

Coca-Cola HBC AG

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

1. Proposals of the Board of Directors

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

NOTICE OF ANNUAL GENERAL MEETING

Agenda

ProposalsoftheBoardofDirectors

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

Motion:

Explanation:

2. Appropriation of available earnings and reserves / declaration of dividend

2.1 Appropriation of available earnings

Motion:

Explanation:

2.2 Declaration of dividend from reserves

Motion:

Explanation:

3. Discharge ofthe members ofthe Board ofDirectors and the members ofthe Operating Committee

Motion:

Explanation:

4.1 Current members ofthe Board of Directors

Motion:

Explanation:

Anastassis G. David

Nationality: British

Zoran Bogdanovic

Charlotte J. Boyle

Nationality: British

Reto Francioni

Nationality: Swiss

Olusola (Sola) David-Borha

Nationality: Nigerian

William W. Bill Douglas III

Nationality: USA

Anastasios I. Leventis

Nationality: British

Christodoulos Leventis

Nationality: British

Alexandra Papalexopoulou

Ryan Rudolph

Nationality: Swiss

Anna Diamantopoulou

Nationality: Greek

4.2 ElectionofBruno Pietracci asanewmemberoftheBoardofDirectors

Motion:

Explanation:

4.3 ElectionofHenrique Braun as anewmemberoftheBoardofDirectors

Motion:

Explanation:

5. Election ofthe independent proxy

Motion:

Explanation:

6. Election ofthe auditors

6.1 Re-election ofthe statutory auditor

Motion:

Explanation:

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

Motion:

Explanation:

7. Advisory vote on the UK Remuneration Report

Motion:

Explanation:

8. Advisory vote on the Remuneration Policy

Motion:

Explanation:

9. Advisory vote on the Swiss Remuneration Report

Motion:

Explanation:

10. Approval of the remuneration of the Board of Directors and the Operating Committee

General introduction:

10.1 Approval of the maximum aggregate amount of remuneration for the Board of Directors until the next annual general meeting

Coca-Cola HBC AG AGM Information 2021