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Unconsolidated Interim Financial Statements as of 30 April 2013 Coca-Cola HBC AG (including Audit Report) Coca-Cola HBC AG Baarerstrasse 14, 6300 Zug, Switzerland corporate registration number CH-170.3.037.199-9

Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is

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Page 1: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is

Unconsolidated Interim Financial Statementsas of 30 April 2013

Coca-Cola HBC AG

(including Audit Report)

Coca-Cola HBC AGBaarerstrasse 14, 6300 Zug, Switzerland

corporate registration number CH-170.3.037.199-9

Page 2: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is
Page 3: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is
Page 4: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is
Page 5: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is

Interim Balance Sheet at 30 April 2013

CHF30.04.2013

ASSETS

Cash and cash equivalents 7'403'355Prepayments and other receivables 332'123Own shares 371'144

Current assets 8'106'622

Other long term receivables 207'754Investments in subsidiaries 8'828'115'654Fixed assets, net 339'572Organisational costs, net 53'511'405

Non current assets 8'882'174'385

TOTAL ASSETS 8'890'281'007

LIABILITIES AND EQUITY

Payables third parties 6'976'536Payables to affiliated parties 1'943'800Accrued and other liabilities 7'103'432Short term loan from third parties 49'787'954

Current liabilities 65'811'722

Share capital 2'378'660'391Legal reserves

General reserve from capital contributions 6'364'117'766Reserve for own shares from capital contributions 87'248'296

Net loss -5'557'168

Total equity 8'824'469'285

TOTAL LIABILITIES AND EQUITY 8'890'281'007

Coca-Cola HBC AG, Zug

Page 6: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is

CHF19.09.2012

-30.04.2013

Revenues -

Operating expenses -514'974Payroll costs -206'359Depreciation and amortisation -2'670'002

Total operating expenses -3'391'335

Loss before financial income and expense and income taxes -3'391'335

Financial income 1'147Financial expenses -1'705'948Translation differences -461'032

Net loss -5'557'168

Coca-Cola HBC AG, Zug

Interim Statement of Income for the period

from 19 September 2012 to 30 April 2013

Page 7: Coca-Cola HBC AG/media/Files/C/CCHBC-Darksite/press... · Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR) ... Coca-Cola HBC AG was incorporated on 19 September 2012 and is

Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug

1. Introduction

2. Accounting policies

Exchange rate differences

Non-current financial assets

Marketable securities

Applied FX rates

Balance sheet

30 April 2013

EUR 1.2292 1.2186USD 0.9459GBP 1.4414

3. Financial instruments

4. Contingent liabilities

5. Significant investments in subsidiaries

Subsidiary

Percentage

owned by the

Company

Local

currency

Total

share capital

in local

currency96,85% EUR 370'219'042

6. Own shares

Own shares held as assets

Number of

shares

Rate

per share TotalPurchase of own shares from the founding shareholder 14'925 130.66 1'950'100Fair value adjustment of own shares (including translation difference) -1'578'956

14'925 24.87 371'144

Reserve for own shares

Number of

shares

Book value per

share TotalPurchase of own shares from the founding shareholder 14'925 130.66 1'950'100Own shares held by subsidiary 3'430'135 24.87 85'298'196

3'445'060 25.33 87'248'296Total own ordinary shares held by the Company at 30 April 2013

Income statement

19 September 2012

to 30 April 2013

Marketable securities are valued at the lower of cost or market value including own shares.

Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR)

none

The number of treasury shares held by the Company and subsidiaries qualifying under article 659b SCO and their movements

are as follows:

Fair value of own shares

none

Coca-Cola HBC AG, Zug

The unconsolidated interim financial statements of Coca-Cola HBC AG (the “Company”) have been prepared in accordance

with the requirements of the Swiss Code of Obligations (“SCO”).

Coca-Cola HBC AG was incorporated on 19 September 2012 and is registered with the commercial register in the Canton of

Zug.

Except for investments in subsidiaries, capitalized organisational costs, fixed assets and long term receivables, that are

translated at historical rates, all assets and liabilities denominated in foreign currencies are translated into Swiss francs (CHF)

using exchange rates as per 30 April 2013. Realized exchange gains and losses arising from conversion of balance sheet

amounts as well as those from business transactions denominated in foreign currencies are recorded in the income statement.

Net unrealized exchange losses are recorded in the income statement; however, net unrealized gains are deferred within

accrued liabilities.

Financial assets are recorded at acquisition cost less any impairment losses.

The unconsolidated interim financial statements have been prepared in order to resolve on a dividend payment.

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Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug

7. Share capital

Number of

shares

Nominal

value TotalFormation of the company 1'000'000 0.10 100'000Share capital decrease -25 0.10 -2Change of nominal value 14'925 6.70 99'998

355'009'014 6.70 2'378'560'393Total share capital 355'023'939 2'378'660'391

8. Equity

Share

capital

General

reserve

from capital

contributions

Reserve for

own shares

from capital

contributions

Available

earnings TotalFormation of the company 100'000 - - - 100'000Additional capital contribution - 1'810'800 - - 1'810'800Share capital decrease -2 2 - - -

Capital increase by contribution of

shares in Coca-Cola Hellenic

Bottling Company S.A., Maroussi

(GR) to settle the Company's

exchange offer 2'378'560'393 6'449'555'260 - - 8'828'115'653Purchase of own shares - -1'950'100 1'950'100 - -Allocation for own shares held by

Coca-Cola Hellenic Bottling

Company S.A., Maroussi (GR)

tendered in the Company's

exchange offer - -85'298'196 85'298'196 - -Loss of the year -5'557'168 -5'557'168Balance at 30 April 2013 2'378'660'391 6'364'117'766 87'248'296 -5'557'168 8'824'469'285

9. Significant shareholders

Number of

shares

Percentage of

issued share

capital1

Percentage of

outstanding

share capital2

Percentage of

issued share

capital after

squeeze-out3

Kar-Tess Holding 85'355'019 24.0% 24.3% 23.3%Total shareholdings related to TCCC 85'112'078 24.0% 24.2% 23.2%

Share basis 355'023'939

Share basis 351'578'879

Share basis 366'568'432

1 Basis: total issued share capital including treasury shares2 Basis: total issued share capital excluding treasury shares3 Basis: total issued share capital including treasury shares after Greek statutory

squeeze-out (assuming all remaining shareholders will receive a share in the

Company in return)

On 25 April 2013, the shareholders' meeting agreed to the creation of authorized capital in the maximum amount of CHF

77'348'103, anytime until 25 April 2015, through issuance of a maximum of 11'544'493 fully paid-in registered shares with a par

value of CHF 6.70 each, for the purpose of acquiring shares in Coca-Cola Hellenic Bottling Company SA (or of financing or

refinancing the acquisition of such shares).

On 25 April 2013, the shareholders' meeting agreed to the creation of conditional capital in the maximum amount of CHF

245'600'848, through issuance of a maximum of 36'656'843 fully paid-in registered shares with a par value of CHF 6.70 each

upon exercise of options issued to members of the Board of Directors, members of the management, employees or advisers of

the Company, its subsidiaries and other affiliated companies.

At 30 April 2013, to the knowledge of the Company, there were two shareholders exceeding the threshold of 5% voting rights in

the Company’s share capital.

Capital increase through investment in Coca-Cola Hellenic Bottling

Company S.A., Maroussi (GR)

Coca-Cola HBC AG, Zug

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Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug

10. Compensation, shareholdings and loans

11. Shareholdings, conversion and option rights

Number of

shares

Percentage of

issued share

capital1

Percentage of

outstanding

share capital2

Percentage of

issued share

capital after

squeeze-out3

DirectorsJohn Hunter 2'000 0.00% 0.00% 0.00%

Christos Ioannou4487'500 0.14% 0.14% 0.13%

Sir Michael Llewellyn-Smith 545 0.00% 0.00% 0.00%

Dimitris Lois520'373 0.01% 0.01% 0.01%

Nigel Macdonald 1'700 0.00% 0.00% 0.00%

Senior ManagementJohn Brady 4'915 0.00% 0.00% 0.00%Per Breimyr 103 0.00% 0.00% 0.00%Alain Brouhard 4'207 0.00% 0.00% 0.00%Kleon Giavassoglou 944 0.00% 0.00% 0.00%Jan Gustavsson 36'441 0.01% 0.01% 0.01%Michalis Imellos 4'951 0.00% 0.00% 0.00%Bernard P. Kunerth 27'514 0.01% 0.01% 0.01%Keith Sanders 17'391 0.00% 0.00% 0.00%Richard Smyth 14'567 0.00% 0.00% 0.00%

Share basis 355'023'939

Share basis 351'578'879

Share basis 366'568'432

Number of

stock options Already vested

Vesting at the

end of 2013

Vesting at the

end of 2014Dimitris Lois 710'000 493'332 130'000 86'668Richard Smyth 548'701 456'699 61'334 30'668John Brady 541'001 449'000 61'333 30'668Jan Gustavsson 538'500 446'499 61'333 30'668Bernard Kunerth 509'001 422'001 58'000 29'000Kleon Giavassoglou 379'834 294'833 56'667 28'334Keith Sanders 354'775 284'774 46'667 23'334Per Breimyr 256'667 176'666 53'333 26'668Alain Brouhard 115'000 56'666 38'334 20'000Michalis Imellos 46'500 32'333 9'167 5'000

12. Accomplishment of a risk assessment

1 Basis: total issued share capital including treasury shares2 Basis: total issued share capital excluding treasury shares3 Basis: total issued share capital including treasury shares after Greek statutory

squeeze-out (assuming all remaining shareholders will receive a share in the

Company in return)

5 Includes 1'000 shares held by the spouse of Mr. Dimitris Lois

The following table sets out the information regarding the stock options held by members of Senior Management as of 30 April

2013:

The table below sets out as of 30 April 2013, the interests in the Company's total issued share capital that the members of the

Board of Directors ("Directors") and members of Senior Management (all of which, unless otherwise stated, are beneficial

interests or are interests of a person connected with a Director or a member of Senior Management) hold and the interests in

the Company’s share capital:

The Company participates in the global, integrated risk management processes of the Coca-Cola Hellenic Group. Within the

scope of these processes, the Board of Directors evaluates the risks once a year in accordance with article 663b no. 12 SCO

and discusses if any corresponding actions are necessary.

4 Mr. Christos Ioannou holds 440'000 Company Shares on his own and 190'000

Company Shares in a joint account with his brother and two sisters (of which he

effectively owns 25%, i.e., 47'500 Company Shares).

Since the Company has only been listed for two days at the cutoff date of these unconsolidated interim financial statements, the

information pursuant to article 663bbis SCO (including information on compensation of the Board of Directors and Senior

Management) is considered to be immaterial for purposes of these unconsolidated interim financial statements. Full disclosure

pursuant to Art. 663bbis SCO for the financial year will be provided in the next annual report.

Coca-Cola HBC AG, Zug

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Proposed appropriation of balance sheet profit and reserves

1.

2. Proposed appropriation of reserves / declaration of dividend

CHF6'364'117'766

-154'532'6666'209'585'100

CHF6'364'117'766

-200'000'0006'164'117'766

2Dividend is capped at a total aggregate amount of CHF 200'000'000.

1Illustrative at an exchange ratio of CHF 1.24 per EUR. Assumes that all remaining shareholders of Coca-Cola Hellenic Bottling

Company S.A. have received shares in the Company in the Greek statutory squeeze-out and the shares entitled to a dividend

amount to 366'553'507.

Variant 1: Dividend of EUR 0.34 at current exchange ratioAs of 30 April 2013General capital contribution reserve before distribution

Proposed dividend of EUR 0.341

Proposed treatment of balance sheet profit/net loss

Variant 2: Dividend if cap is triggeredAs of 30 April 2013General capital contribution reserve before distribution

(Maximum) dividend if cap is triggered2

(Minimum) general capital contribution reserve after distribution

General capital contribution reserve after distribution

The interim balance sheet as of 30 April 2013 does not show a balance sheet profit subject to appropriation by the

shareholders. The net loss of CHF 5'557'168 will be carried forward.

The Board of Directors proposes to declare a gross dividend of EUR 0.34 on each ordinary registered share with a par value of

CHF 6.70 out of the general capital contribution reserve, as shown in the unconsolidated interim financial statements of the

Company as of 30 April 2013. Own shares held directly by the Company are not entitled to dividends. The total aggregate

amount of the dividends shall be capped at an amount of CHF 200'000'000 (the "Cap"), and thus will reduce the general capital

contribution reserve of CHF 6'364'117'766, as shown in the unconsolidated interim financial statements as of 30 April 2013, by

a maximum of CHF 200'000'000 to a minimum of CHF 6'164'117'766. To the extent that the dividend calculated on 0.34 EUR

per share would exceed the Cap on the day of the extraordinary general meeting according to an exchange ratio determined by

the Board of Directors in its reasonable opinion, the euro per share amount of the dividend shall be reduced on a pro rata basis

so that the aggregate amount of all dividends paid does not exceed the Cap. Payment of the dividend shall be made at such

time and with such record date as shall be determined by the Board of Directors in its discretion.

Note: Provided that the proposed distribution out of the general capital contribution reserve is approved, it is currently

anticipated that the dividend would be paid on 23 July 2013 to holders of shares on the record date 28 June 2013. The shares

are expected to be traded ex-dividend as of 26 June 2013, in which case the last day on which the shares may be traded with

entitlement to receive dividends will be 25 June 2013. If, however, the Greek statutory squeeze-out of the remaining minorities

in Coca-Cola Hellenic Bottling Company S.A. is delayed, the Board of Directors expects to postpone the ex-dividend date, the

record date and the payment of the dividend until after the completion of the Greek statutory squeeze-out.

Coca-Cola HBC AG, Zug