SQUEEZE-OUT FACILITY AGREEMENT Dated 11 October 2012 for COCA-COLA HBC AG arranged by CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE AG, LONDON BRANCH ING BANK N.V. with ING BANK N.V., LONDON BRANCH acting as Facility Agent Ref: L-206524/BG/TEW...Facility Agreement • February 26th, 2013 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters
GUARANTEE in respect ofCoca-Cola HBC AG • June 18th, 2013 • Bottled & canned soft drinks & carbonated waters
For value received, Coca-Cola HBC AG, a company limited by shares (Aktiengesellschaft) under the laws of Switzerland (herein called the “Guarantor”, which term includes any successor Person under the Indenture, dated September 17, 2003, among Coca-Cola HBC Finance B.V. (the “Company”), Coca-Cola Hellenic Bottling Company S.A. and The Bank of New York (now known as The Bank of New York Mellon), as trustee, as amended and supplemented from time to time pursuant to the applicable provisions thereof (the “Indenture”)), hereby fully, unconditionally and irrevocably guarantees to the Holder of each Security and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, and interest on such Security and premium, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereo
BOND BRIDGE FACILITY AGREEMENT Dated 11 October 2012 for COCA-COLA HBC AG arranged by CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE AG, LONDON BRANCH ING BANK N.V. with ING BANK N.V., LONDON BRANCH acting as Facility Agent Ref: L-206524/BG/TEW...Bridge Facility Agreement • February 26th, 2013 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters
COCA-COLA HBC A.G. AS ACCEDING COMPANY COLA-COLA HELLENIC BOTTLING COMPANY S.A. COCA-COLA HBC FINANCE PLC COCA-COLA HBC FINANCE B.V. AND ING BANK N.V., LONDON BRANCH ACTING AS FACILITY AGENTFacility Agreement • March 31st, 2014 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters • London
SUPPLY AGREEMENT betweenSupply Agreement • March 31st, 2014 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters
Dated [to be dated immediately prior to date of prospectus] 2012 THE COCA-COLA EXPORT CORPORATION BARLAN INC. ATLANTIC INDUSTRIES COCA-COLA OVERSEAS PARENT LTD REFRESHMENT PRODUCT SERVICES INC. CCHBC GROUPING, INC. AND KAR-TESS HOLDINGShareholders’ Agreement • December 17th, 2012 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters • England
and to satisfy any cash consideration required to be paid by the Company in accordance with Greek compulsory acquisition procedures.
Blue — Waiver and Amendment Request Letter — Squeeze-outCoca-Cola HBC AG • February 26th, 2013 • Bottled & canned soft drinks & carbonated waters
as Facility Agent under the Bond Bridge Facility Agreement (as defined below)Coca-Cola HBC AG • February 26th, 2013 • Bottled & canned soft drinks & carbonated waters
EXISTING RCF ACCESSION LETTERFacility Agreement • March 31st, 2014 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters
RE: Letter Agreement with regard to Share Exchange Offer for the Shares ofCoca-Cola HBC AG • February 26th, 2013 • Bottled & canned soft drinks & carbonated waters
Reference is made to the proposed share exchange offer (excluding for these purposes any Greek statutory sell-out or Greek statutory buy-out procedure, the “Share Exchange Offer”) announced by Coca-Cola HBC A.G., a Swiss corporation (“CCHBC”), for all of the ordinary shares of Coca-Cola Hellenic Bottling Company S.A, a Greek corporation (“CCH”).
ContractCoca-Cola HBC AG • March 31st, 2014 • Bottled & canned soft drinks & carbonated waters
This letter sets out the main terms upon which you serve as a non-executive director of Coca-Coca HBC AG (the “Company”). It is agreed that this letter constitutes a contract for services (mandate pursuant to art. 394 ff. of the Swiss Code of Obligations (“Swiss CO”)) and is not a contract of employment. The terms of this letter take effect on and from [·], the date of your election.
DATED [to be dated immediately prior to the date of prospectus] 2012 - and -Relationship Agreement • December 17th, 2012 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters • England
COCA-COLA HBC FINANCE B.V., COCA-COLA HELLENIC BOTTLING COMPANY S.A., COCA-COLA HBC HOLDINGS B.V., COCA-COLA HBC AG 3E (CYPRUS) LIMITED and THE BANK OF NEW YORK MELLON, as TrusteeIndenture • November 29th, 2013 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of October 30, 2013 (the “Third Supplemental Indenture”), among COCA-COLA HBC FINANCE B.V., a private limited liability company incorporated under the laws of The Netherlands (the “Company”), COCA-COLA HBC HOLDINGS B.V., a private limited liability company incorporated under the laws of The Netherlands (the “Dutch Guarantor”), COCA-COLA HBC AG, a company limited by shares (Aktiengesellschaft) under the laws of Switzerland (the “Parent Guarantor”), 3E (CYPRUS) LIMITED, incorporated with limited liability under the laws of the Republic of Cyprus (the “Cypriot Guarantor”), COCA-COLA HELLENIC BOTTLING COMPANY S.A., incorporated with limited liability under the laws of Greece (the “Greek Guarantor”, together with the Dutch Guarantor, the Cypriot Guarantor and the Parent Guarantor, the “Guarantors”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation duly organized and existing under the laws of the
EXISTING RCF ACCESSION LETTERFacility Agreement • March 31st, 2014 • Coca-Cola HBC AG • Bottled & canned soft drinks & carbonated waters
