TIDMCCH
RNS Number : 9051N
Coca-Cola HBC AG
21 May 2015
Coca-Cola HBC AG
Announcement of the annual general meeting to be held on 23 June
2015
Zug, Switzerland - 21 May 2015 - The board of directors of
Coca-Cola HBC AG (the "Board of Directors") convenes the Annual
General Meeting on 23 June 2015.
The Board of Directors of Coca-Cola HBC AG ("Coca-Cola HBC") has
resolved to convene the Annual General Meeting ("AGM") to be held
on Tuesday, 23 June 2015, at 11:00 am CET, at Theater Casino Zug,
Artherstrasse 2-4, Zug, Switzerland.
The Board of Directors proposes to elect Mrs. Olusola (Sola)
David-Borha and Mrs. Alexandra Papalexopoulou as new members of the
Board of Directors, both of whom are independent under the UK
Corporate Governance Code, succeeding Susan Kilsby and Christos
Ioannou who will retire at the end of the AGM, further details of
which were announced separately on 19 May 2015. The AGM will also
resolve on the dividend of EUR 0.36 per share out of capital
contribution reserves (capped at CHF 200 million), which was
initially announced on 18 February 2015 and further details of
which were announced separately also on 19 May 2015. In addition,
the Board of Directors proposes to amend the articles of
association of Coca-Cola HBC in order to replace the current stock
option plan with performance share awards. Furthermore, the Board
of Directors proposes to approve a buy-back programme of up to
three million (3,000,000) ordinary shares of Coca-Cola HBC for the
purpose of neutralizing the dilution resulting from past and future
issuances of shares under Coca-Cola HBC's equity compensation
plans. The AGM agenda items are set out in the summary below.
Agenda of the AGM
In summary, the AGM will have the following agenda and include
the following proposals by the Board of Directors.
1. Receipt of the 2014 Integrated Annual Report, as well as
approval of the annual management report, the stand-alone financial
statements and the consolidated financial statements
2. Appropriation of available earnings and reserves / declaration of dividend
2.1. Appropriation of available earnings
2.2. Declaration of a dividend from reserves
3. Discharge of the members of the Board of Directors and the members of the Operating Committee
4. Approval of share buy-back
5. Amendments regarding long-term incentive arrangements
5.1 Amendment of articles of association
5.2 Authorisation to adopt the amendment of the Stock Option Plan
6. Advisory vote on the UK Remuneration Report (including the
Remuneration Policy) and the Swiss Remuneration Report
7. Election of the Board of Directors, the Chairman of the Board
of Directors and the Remuneration Committee
7.1. Current members of the Board of Directors
7.1.1. Re-election of George A. David as a member of the Board
of Directors and as the Chairman of the Board of Directors (in a
single vote)
7.1.2. Re-election of Antonio D'Amato as a member of the Board
of Directors and as a member of the Remuneration Committee (in a
single vote)
7.1.3. Re-election of Sir Michael Llewellyn-Smith as a member of
the Board of Directors and as a member of the Remuneration
Committee (in a single vote)
7.1.4. Re-election of Dimitris Lois as a member of the Board of
Directors
7.1.5. Re-election of Anastassis G. David as a member of the
Board of Directors
7.1.6. Re-election of Irial Finan as a member of the Board of
Directors
7.1.7. Re-election of Nigel Macdonald as a member of the Board
of Directors
7.1.8. Re-election of Christo Leventis as a member of the Board
of Directors
7.1.9. Re-election of Anastasios I. Leventis as a member of the
Board of Directors
7.1.10. Re-election of José Octavio Reyes as a member of the Board of Directors
7.1.11. Re-election of John P. Sechi as a member of the Board of Directors
7.2. New members of the Board of Directors
7.2.1. Election of Olusola (Sola) David-Borha as a member of the
Board of Directors
7.2.2. Election of Alexandra Papalexopoulou as a member of the
Board of Directors and as a member of the Remuneration Committee
(in a single vote)
8. Election of the independent proxy
9. Election of the auditors
9.1. Re-election of the statutory auditor
9.2. Advisory vote on re-appointment of the independent
registered public accounting firm for UK purposes
9.3. Re-election of the audit expert for audits of capital increases
10. Approval of the remuneration of the Board of Directors and
the Operating Committee
10.1. Approval of the maximum aggregate amount of the
remuneration for the Board of Directors until the next annual
general meeting
10.2. Approval of the maximum aggregate amount of the
remuneration for the Operating Committee for the next financial
year
The formal notice of the AGM, 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 AGM is sent to all
registered shareholders. It has also been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morning-star.co.uk/uk/NSM, as well as on Coca-Cola HBC's
website at
http://www.coca-colahellenic.com/investorrelations/shareholderinfo/annual-general-meeting,
together with the 2014 Integrated Annual Report and other relevant
shareholder information.
Zug, 21 May 2015
Coca-Cola HBC AG
The Board of Directors
About Coca--Cola HBC
Coca-Cola HBC is the second-largest bottler of the brands of The
Coca-Cola Company in terms of volume with sales of more than 2
billion unit cases. It has a broad geographic footprint with
operations in 28 countries serving a population of approximately
590 million people. Coca-Cola HBC offers a diverse range of
non-alcoholic ready to drink beverages in the sparkling, juice,
water, sport, energy, tea and coffee categories. Coca-Cola HBC is
committed to promoting sustainable development in order to create
value for its business and for society. This includes providing
products that meet the beverage needs of consumers, fostering an
open and inclusive work environment, conducting its business in
ways that protect and preserve the environment and contribute to
the socio-economic development of the local communities.
Coca-Cola HBC has a premium listing on the London Stock Exchange
(LSE: CCH) and its shares are listed on the Athens Exchange (ATHEX:
EEE). Coca-Cola HBC is included in the Dow Jones Sustainability and
FTSE4Good Indexes. For more information, please visit
http://www.coca-colahellenic.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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