REG - Coca-Cola HBC AG - Notice of EGM
17/12/2025 07:00
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RNS Number : 9171L Coca-Cola HBC AG 17 December 2025
FOR IMMEDIATE RELEASE
Coca-Cola HBC AG
Announcement of extraordinary general meeting to be held on 19 January 2026,
proposed adoption of new Articles
Zug, Switzerland - 17 December 2025 - The Board of Directors of Coca-Cola
HBC AG ("Coca-Cola HBC") has resolved to convene its Extraordinary General
Meeting ("EGM") in connection with its acquisition of Coca-Cola Beverages
Africa to be held on Monday, 19 January 2026 at 09.30 a.m. CET, at Turmstrasse
26, 6312 Steinhausen, Switzerland.
Background
As announced on 21 October 2025, Coca-Cola HBC AG (the "Company") agreed to
acquire 75% of the equity interest of Coca-Cola Beverages Africa Pty ("CCBA")
by entering into a sale and purchase agreement dated 21 October 2025 between
the Company, Coca-Cola HBC Holdings BV ("CCHBV"), European Refreshments
Unlimited Company ("TCCC-1") and Coca-Cola Holdings Africa Ltd ("CCHA",
together with TCCC-1, the "TCCC Sellers"), Gutsche Family Investments Pty
("GFI"), CCBA and The Coca-Cola Company (as guarantor) (the "Sale and Purchase
Agreement"). Pursuant to the Sale and Purchase Agreement, the Company and
CCHBV have agreed to acquire: (i) a 41.52% equity interest in CCBA from TCCC
Sellers for US$1.3 billion in cash (the "TCCC Acquisition"); and (ii) a 33.48%
equity interest in CCBA from GFI (representing GFI's entire interest in CCBA)
for approximately US$308 million in cash and 21,027,676 Company registered
shares (the "Purchase Consideration Shares"; such acquisition the "GFI
Acquisition"; and the GFI Acquisition together with the TCCC Acquisition, the
"Acquisition"). At the time of entering into the Sale and Purchase Agreement,
the equity value for 100% of CCBA was valued at US$3.4 billion.
In addition: (i) TCCC-1 has agreed to grant CCHBV a call option with a
five-year call period, exercisable between three and five years following
completion of the Sale and Purchase Agreement ("Completion"), under which
CCHBV will be able to purchase up to the remaining 25% equity interest in CCBA
which will still be owned by TCCC-1 following Completion (the "Call Option");
and (ii) CCHBV has agreed to grant TCCC-1 a put option enabling TCCC-1 to sell
its remaining equity interest in CCBA to CCHBV between three and a half and
six years following Completion (the "Put Option", together with the Call
Option, the "CCBA Option"; and the agreement underlying the CCBA Option, the
Option Agreement (as defined in the proposed amendments to the Articles); the
Acquisition and the CCBA Option together the "Transaction").
Finally, in connection with the Acquisition, the Company agreed the terms of a
shareholders' agreement with Coca-Cola HBC Grouping Inc. (the "TCCC
Shareholder"), a wholly-owned subsidiary of The Coca-Cola Company, and
Kar-Tess Holding to be entered into at Completion to regulate certain aspects
of the Company's governance post-Completion (the "Coca-Cola HBC Shareholder
Agreement").
Matters requiring shareholder approval
As announced on 21 October 2025, certain matters in the context of the
Transaction must be approved by the shareholders of the Company as set out
below.
To give effect to the Acquisition, the Company must be able to issue new
Company registered shares and also seeks the flexibility to use a certain
number of Company registered shares held in treasury. The Company also seeks
the flexibility to issue new Company registered shares and/or use a certain
number of Company registered shares held in treasury in connection with the
CCBA Option. Furthermore, certain amendments need to be made to the Company's
articles of association (the "Articles") to give effect to the Coca-Cola HBC
Shareholder Agreement.
Agenda of the EGM
In summary, the EGM will have the following agenda and will include the
following proposals by the Board of Directors:
1. Introduction of a capital band provision in a new art. 6a in the Articles
to enable the completion of the Sale and Purchase Agreement and in connection
with the Option Agreement;
2. Introduction of a new art. 10a in the Articles to permit the use and
transfer of a certain number of the Company's registered shares held in
treasury by excluding existing pre-emptive rights of shareholders in
connection with the Sale and Purchase Agreement and the Option Agreement; and
3. Amendment of art. 28 para. 2 of the Articles and the introduction of new
art. 28 para. 2bis, art. 28 para. 2ter and art. 29bis in the Articles for the
purpose of effecting certain governance related changes in line with the
Coca-Cola HBC Shareholder Agreement with effect upon completion of the Sale
and Purchase Agreement.
The formal notice of the EGM, including a full description of the items of the
agenda and the proposals of the Board of Directors, has been published today
in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt).
A circular incorporating the formal notice of the EGM and the reply forms for
the EGM will be sent to all registered shareholders. The circular has also
been submitted to the National Storage Mechanism and will shortly be available
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) , as well as on
Coca-Cola HBC's website
at https://www.coca-colahellenic.com/en/investor-relations/shareholder-centre/agm-egm
(https://www.coca-colahellenic.com/en/investor-relations/shareholder-centre/agm-egm)
.
Irrevocable undertakings
As announced on 21 October 2025, Kar-Tess Holding and the TCCC Shareholder
have irrevocably undertaken to vote in favour of the shareholder resolutions
at the EGM, in respect of, in aggregate, 163,607,750 ordinary shares,
representing approximately 45.0% of Coca-Cola HBC's total voting rights as at
the date of this announcement.
Timetable
The following indicative timetable is based on Coca-Cola HBC's current
expectations for the EGM. If any of the below times and/or dates change, the
revised time(s) and/or date(s) will be notified, when known, to shareholders
by Coca-Cola HBC issuing an announcement through a Regulatory Information
Service of the London Stock Exchange:
Publication and posting of circular and formal notice of EGM 17 December 2025
Record date at which shareholders must be registered on Coca-Cola HBC's 9:30 a.m. CET (8:30 a.m. GMT) on 13 January 2026
register to be eligible to vote((1))
Latest time and date of receipt of reply forms for the EGM electronically and Electronically: 12:00 noon CET (11:00 a.m. GMT) on 14 January 2026
in printed form((2))
Printed: 12:00 noon CET (11:00 a.m. GMT) on 14 January 2026
EGM 9:30 a.m. CET (8:30 a.m. GMT) on 19 January 2026
Announcement of results of the EGM 19 January 2026
Notes:
(1) Coca-Cola HBC has specified that only those shareholders
registered on the Register at 9:30 a.m. CET (8:30 a.m. GMT) on 13 January 2026
shall be entitled to attend and vote at the EGM in respect of the number of
Shares registered in their name at that time. The last business day on which
registration requests will be processed is 12 January 2026. See the section
headed "Organisational matters and Participation in the Extraordinary General
Meeting" in the notice of EGM set out in the appendix to the circular for
further information. Changes to the register after the relevant deadline shall
be disregarded in determining the rights of any person to attend and vote at
the EGM.
(2) Registered shareholders (including DSS holders and CDI
attendants) are requested to return the reply forms for the EGM by one of the
following methods: (i) electronically via the online proxy voting platform at
https://www.sisvote.ch/cchbc by 12:00 noon CET (11:00 a.m. GMT) on 14 January
2026; or (iii) in hard copy form by post, by courier or by hand to Coca-Cola
HBC AG, c/o sharecomm ag, Postfach, CH-6010 Kriens 2, Switzerland so as to be
received by the registrar as soon as possible and, in any event, by 12:00 noon
CET (11:00 a.m. GMT) on 14 January 2026. Please note that, in addition to
returning the reply form, to be eligible to attend and vote at the EGM (in
person or by proxy), CDI attendants must also transfer their holding of CDIs
(i.e. such balance of CDIs in respect of which they wish to vote) to an escrow
balance in CREST by inputting a transfer to escrow instruction in CREST to
settle by 09:30 a.m. CET (08:30 a.m. GMT) on 14 January 2026.
Zug, 17 December 2025
Coca-Cola HBC AG
The Board of Directors
Enquiries
Coca-Cola HBC Group
Investors and Analysts:
Jemima Benstead Tel: +44 7740 535130
Head of Investor Relations jemima.benstead@cchellenic.com
Elias Davvetas Tel: +30 694 7568826
Investor Relations Manager elias.davvetas@cchellenic.com
Matilde Durazzano Tel: +44 7851 105884
Investor Relations Manager matilde.durazzano@cchellenic.com
Elizabeth King Tel: +44 7864 686582
Investor Relations Manager elizabeth.king@cchellenic.com
Individual Shareholders:
Maria Livaniou Tel: +30 697 444 3270
Shareowner Services Manager maria.livaniou@cchellenic.com
Media:
Claire Evans Tel: +44 7896 054972
Head of Corporate Communications claire.evans@cchellenic.com
About Coca-Cola HBC
Coca-Cola HBC is a growth-focused consumer packaged goods business and
strategic bottling partner of The Coca-Cola Company. We open up moments that
refresh us all, by creating value for our stakeholders and supporting the
socio-economic development of the communities in which we operate. With a
vision to be the leading 24/7 beverage partner, we offer drinks for all
occasions around the clock and work together with our customers to serve 750
million consumers across a broad geographic footprint of 29 countries. Our
portfolio is one of the strongest, broadest and most flexible in the beverage
industry, with consumer-leading beverage brands in the sparkling, adult
sparkling, juice, water, sport, energy, ready-to-drink tea, coffee, and
premium spirits categories. These include Coca-Cola, Coca-Cola Zero Sugar,
Fanta, Sprite, Schweppes, Kinley, Costa Coffee, Caffè Vergnano, Valser,
FuzeTea, Powerade, Cappy, Monster Energy, Finlandia Vodka, The Macallan, Jack
Daniel's and Grey Goose. We foster an open and inclusive work environment
amongst our 33,000 employees and believe that building a more positive
environmental impact is integral to our future growth. We rank among the top
sustainability performers in ESG benchmarks such as the Dow Jones
Best-in-Class Indices, CDP, MSCI ESG, FTSE4Good and ISS ESG.
Coca-Cola HBC is listed on the London Stock Exchange (LSE: CCH) and on the
Athens Exchange (ATHEX: EEE). For more information, please visit
https://www.coca-colahellenic.com/ (https://www.coca-colahellenic.com/)
Important notices
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. The information in this
announcement is subject to change.
This announcement has been prepared in accordance with the EU Market Abuse
Regulation, the UK Market Abuse Regulation, the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the FCA. Information disclosed
may not be the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
This announcement contains forward-looking statements that involve risks and
uncertainties. These statements may generally, but not always, be identified
by the use of words such as 'believe', 'outlook', 'guidance', 'intend',
'expect', 'anticipate', 'plan', 'target' and similar expressions to identify
forward-looking statements. All statements other than statements of historical
facts, including, among others, statements regarding completion of the
Acquisition, the financial effects of the Acquisition, business strategy for
Coca-Cola HBC and for CCBA (post-Completion), future dealings with The
Coca-Cola Company, budgets, projected levels of consumption and production,
projected raw material and other costs, estimates of capital expenditure, free
cash flow, effective tax rates and plans and objectives of management for
future operations, are forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances
that may not prove accurate. Coca-Cola HBC's actual results and events could
differ materially from those anticipated in the forward-looking statements for
many reasons, including the risks described in this announcement.
Although Coca-Cola HBC believes that, as of the date of this announcement, the
expectations reflected in the forward-looking statements are reasonable, there
can be no assurance that future results, level of activity, performance or
achievements of Coca-Cola HBC or CCBA will meet these expectations. Moreover,
neither Coca-Cola HBC, nor its directors, employees, advisors nor any other
person assumes responsibility for the accuracy and completeness of the
forward-looking statements. Save as required by law or regulation or the rules
of the UK Financial Conduct Authority to update these forward-looking
statements, Coca-Cola HBC will not necessarily update any of these
forward-looking statements to conform them either to actual results or to
changes in expectations. No statement in this announcement is intended to be a
profit forecast.
No person has been authorised to give any information or make any
representations with respect to the Acquisition other than the information
contained in this announcement and, if given or made, such information or
representations must not be relied upon as having been authorised by or on
behalf of
Coca-Cola HBC, its directors, or any other person involved in the Acquisition.
Neither Coca-Cola HBC, its directors nor any such person takes any
responsibility or liability for, and can provide no assurance as to the
reliability of, any other information that may be given.
The contents of this announcement are not to be construed as legal, business
or tax advice and neither Coca-Cola HBC nor any other person undertakes any
obligation with respect to the recipient thereof. Any person should consult
its own legal adviser, financial adviser or tax adviser for legal, financial
or tax advice respectively.
Neither the content of Coca-Cola HBC's website (or any other website) nor the
content of any website accessible from hyperlinks on Coca-Cola HBC's website
(or any other website) is incorporated into, or forms part of, this
announcement.
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