Coca-Cola HBC AG

Accession of Guarantor

Zug, Switzerland – 29 November 2013 Coca-Cola HBC AG ("Coca-Cola HBC") today announces that the merger of Coca-Cola Hellenic Bottling Company S.A. (“CCH SA”) into 3E (Cyprus) Limited (“Cyprus Subsidiary”) (the “Merger”), both subsidiaries of Coca-Cola HBC, is effective as at the date hereof. The Cyprus Subsidiary is the surviving entity and has assumed all of the assets and liabilities, as well as the benefits and obligations, of CCH SA as at the date hereof. The Merger was entered into in connection with an internal reorganisation of the Coca-Cola HBC group.

In connection with the Merger, Coca-Cola HBC refers to (i) the €500,000,000 7.875 per cent. Notes due 15 January 2014 (of which €317,072,000 in principal amount remains outstanding on the date hereof) (the “2014 Notes”) issued by Coca-Cola HBC Finance BV (the “Issuer”) and guaranteed by Coca-Cola HBC, CCH SA, Coca-Cola HBC Finance PLC (“CCH PLC”) and Coca‑Cola HBC Holdings BV (“BV”) and €600 million 4.250% Notes due 16 November 2016 issued by the Issuer and guaranteed by Coca-Cola HBC, CCH SA and BV (the “2016 Notes”) and together with the 2014 Notes, the “Existing Notes”) issued pursuant to the Issuer’s former €3 billion EMTN Programme; and (ii) the €800,000,000 2.375 per cent. Notes due 18 June 2020 (the “New Notes”) issued by the Issuer and guaranteed by Coca-Cola HBC, CCH SA and BV issued pursuant to the Issuer’s new €3 billion EMTN Programme (the “New Programme”) guaranteed by Coca-Cola HBC, CCH SA and BV.

The Existing Notes are constituted by an amended and restated trust deed dated 18 June 2008 made between the Issuer, CCH SA, CCH PLC and Citicorp Trustee Company Limited (the "Trustee") and amended and restated trust deeds dated 2 June 2009 and 28 May 2010 made between, inter alios, the Issuer, CCH SA and the Trustee, as supplemented by supplemental trust deeds between the Issuer, Coca-Cola HBC, CCH SA, BV and the Trustee dated 18 June 2013 and 22 July 2013 (together, the "Existing Trust Deeds"). The New Notes are constituted by a trust deed dated 3 June 2013 made between the Issuer, Coca-Cola HBC, CCH SA, BV and the Trustee, as supplemented on 22 July 2013 (as so supplemented, the “New Trust Deed”).

Coca-Cola HBC hereby gives notice to (i) the holders of the Existing Notes that it has entered into a supplemental trust deed dated 29 November 2013 to the Existing Trust Deeds with the parties thereto pursuant to which, with effect from 29 November 2013 and as a result of the Merger, the Cyprus Subsidiary has become a guarantor of the Existing Notes as the successor to CCH SA and has agreed to, jointly and severally with the other guarantors for the time being of the Existing Notes, unconditionally and irrevocably guarantee, on the same terms, the payment of all sums expressed to be payable by the Issuer under the Existing Trust Deeds or in respect of the Existing Notes and (ii) the holders of the New Notes that it has entered into a supplemental trust deed dated 29 November 2013 to the New Trust Deed with the parties thereto pursuant to which, with effect from 29 November 2013 and as a result of the Merger, the Cyprus Subsidiary has become a guarantor of the New Notes as a successor to CCH SA, and any further notes issued under the New Programme, and has agreed to, jointly and severally with the other guarantors for the time being of the New Notes and any further notes issued under the New Programme, unconditionally and irrevocably guarantee, on the same terms, the payment of all sums expressed to be payable by the Issuer under the New Trust Deed or in respect of the New Notes and any further notes issued under the New Programme. 

Coca-Cola HBC also refers to the outstanding 5.500% Notes due 2015 (the “U.S. Notes”) issued pursuant to the Indenture, dated as of September 17, 2003, among CCH SA, the Issuer and The Bank of New York (now known as The Bank of New York Mellon), as trustee, as supplemented, which notes are guaranteed by Coca-Cola HBC, CCH SA, and BV. In connection with the Merger, the Cyprus Subsidiary has assumed CCH SA’s guarantee of the due and punctual payment of the principal interest (and premium, if any) due under the U.S. Notes for the benefit of the holders of the U.S. Notes.

In addition, Coca-Cola HBC refers to the existing €500,000,000 revolving credit facility agreement (the “Existing RCF”) originally dated 12 May 2011 entered into between, among others, CCH PLC, BV, CCH SA and ING Bank N.V., London Branch as facility agent as amended, supplemented and varied from time to time.  Cyprus Subsidiary acceded as a guarantor of the Existing RCF on 10 October 2013.