COCA-COLA HBC A.G.: Post 2022 AGM Shareholder Engagement - Update Statement...

Coca-Cola HBC AG

Post 2022 AGM Shareholder Engagement – Update Statement

Zug, Switzerland – 20 December 2022 – In accordance with Provision 4 of the UK Corporate Governance Code, Coca-Cola HBC AG ("Coca-Cola HBC" or the "Company") is providing an update to the statement made on 21 June 2022 in relation to the voting outcomes of Resolution 7 and Resolution 9 at its Annual General Meeting ("AGM") which were advisory votes to approve the Company's UK Remuneration Report and Swiss Remuneration Report respectively, as well as Resolution 4.3 in relation to the re-election of Charlotte J. Boyle, Chair of the Remuneration Committee (the “Resolutions”).

The Board of Directors understands the sensitivities around the issue of executive renumeration and it had consulted with its largest shareholders in the months prior to the AGM.

At the AGM, shareholders representing approximately 67% of the votes cast voted in favour of Resolution 7 and 9 and shareholders representing approximately 78% of the votes cast voted in favour of Resolution 4.3. Following the AGM, the Company and the Chair of the Remuneration Committee has continued its engagement with shareholders and their proxy advisors on remuneration issues, in particular to understand the reasons why certain shareholders were unable to support these Resolutions.

The Company is grateful to those shareholders that took the time to express their views and understands that shareholders' concerns were primarily connected to the adjustment of targets contained in the Company's incentive arrangements, in particular the original targets relating to the 2019 Performance Share Plan awards. The shareholder sentiment regarding the adjustments to the 2019 awards was also reflected in the voting outcome for the Chair of the Remuneration Committee. The Remuneration Committee sought to ensure that incentive arrangements continued to provide stretch in alignment with their original intent, and included downward adjustments, while adapting for the impact of COVID-19.  The wider workforce experience was taken into account prior to taking any decisions on executive remuneration. Salary increases were given across the group at all levels and bonus pay outs were above target for the vast majority.  In reviewing the 2019 Performance Share Plan awards, the Remuneration Committee believes and continues to believe, that the adjustments made were necessary to retain and incentivise the broader management team, in addition to the executive leadership and CEO. It is these individuals that were directly responsible for navigating the Company through the COVID-19 turbulence and delivering the strong financial performance seen in recovery. 

The Company would like to thank all the shareholders that have taken part in the engagement processes, and for the feedback provided. The Company will continue its constructive dialogue with shareholders and will seek to incorporate this feedback into future remuneration decisions.

In accordance with the UK Corporate Governance Code, a further update will be provided in the Company's 2022 annual report and accounts published in 2023.

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Coca‑Cola HBC Group

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 create value for all our stakeholders by supporting the socio-economic development of the communities in which we operate and we believe building a more positive environmental impact is integral to our future growth. Together, we and our customers serve 715 million consumers across a broad geographic footprint of 29 countries on three continents. Our portfolio is one of the strongest, broadest and most flexible in the beverage industry, offering consumer-leading beverage brands in the sparkling, juice, water, sport, energy, plant-based, ready-to-drink tea, coffee, adult sparkling and premium spirits categories. These beverages include Coca-Cola, Coca-Cola Zero, Schweppes, Kinley, Costa, Valser, Römerquelle, Fanta, Sprite, Powerade, FuzeTea, Dobry, Cappy, Monster and Adez. We foster an open and inclusive work environment amongst our 33,000 employees and we are ranked among the top sustainability performers in ESG benchmarks such as the Dow Jones Sustainability Indices, CDP, MSCI ESG and FTSE4Good.

Coca-Cola HBC has a premium listing on the London Stock Exchange (LSE:CCH) and is listed on the Athens Exchange (ATHEX:EEE). For more information, please visit https://www.coca-colahellenic.com.