UK- US Roadshow Presentation February 2013 1
Disclaimer Disclaimer This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in a prospectus or offering circular prepared for that purpose and published in connection with the admission of any ordinary shares of Coca Cola HBC AG to the premium segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange plc s main market for listed securities. Copies of any such prospectus or offering circular are expected, following publication, to be available from Coca Cola HBC AG s website at http://www.coca-colahbcag.com. This document has not been issued for circulation to the general public. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. This document and any accompanying oral presentation (together, the "Presentation") does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, purchase, sell or exchange any securities of Coca-Cola Hellenic Bottling Company S.A. ( Coca-Cola Hellenic ) or Coca-Cola HBC AG (including without limitation an offering prospectus within the meaning of Article 652a of the Swiss Code of Obligations) and shall not form the basis of, or be relied on in connection with, any offer or commitment whatsoever. Any potential offer of securities would be based on a prospectus or offering circular prepared for that purpose. This Presentation is being made solely to and directed solely at a limited number of invited institutions who: (A) if in the United States are qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933 (the Securities Act )); (B) if in the European Economic Area, are persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) ( Qualified Investors ); and (C) if in the United Kingdom are persons (i) having professional experience in matters relating to investments so as to qualify them as investment professionals under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ); and (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (D) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B), (C) and (D) together being Relevant Persons ). If you have received a copy of this document and you are not a qualified institutional buyer (as so defined), Qualified Investor or Relevant Person you must return it immediately to Coca-Cola Hellenic or Coca-Cola HBC AG. Any securities that may be offered or sold may not be registered under the Securities Act or the securities laws of any U.S. state and may be placed in reliance on exemptions from the registration requirements of the Securities Act and such state laws. Any securities so placed would be subject to restrictions on transferability and resale and would not be permitted to be transferred or resold except as permitted under the Securities Act and such state laws pursuant to registration or exemption therefrom. No securities of Coca-Cola HBC AG or Coca-Cola Hellenic have been approved or disapproved by the U.S. Securities and Exchange Commission, any U.S. state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of securities of Coca-Cola HBC AG or Coca-Cola Hellenic or the accuracy or adequacy of the Presentation. Any representation to the contrary may be a criminal offense in the United States. 2
Disclaimer The Presentation is being provided for informational purposes only and is subject to updating, revision, verification and amendment. The information and opinions contained or discussed in this Presentation do not purport to be full or complete and do not constitute investment advice. No reliance may be placed for any purpose on the information and opinions contained or discussed in this Presentation. No representation, warranty or undertaking, express or implied, is made as to the fairness, accuracy or completeness of the information or opinions contained or discussed in this Presentation, or any accompanying oral presentation, by or on behalf of Coca-Cola Hellenic or Coca-Cola HBC AG (including, without limitation, their directors, officers, employees, partners, agents, representatives, members, affiliates and advisers) and (to the fullest extent permitted under law) no liability or responsibility is accepted by such persons for the accuracy, fairness or completeness of any such information or opinion. The Presentation contains forward-looking statements that involve risks and uncertainties. These statements may generally, but not always, be identified by the use of words such as believe, outlook, guidance, intend, expect, anticipate, plan, target and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding completion of the exchange offer and any plans following such completion; Coca Cola Hellenic s future financial position and results; Coca Cola Hellenic s outlook for 2013 and future years; business strategy; the effects of the global economic slowdown; the impact of the sovereign debt crisis, currency volatility, Coca Cola Hellenic s recent acquisitions, and restructuring initiatives on Coca Cola Hellenic s business and financial condition; Coca Cola Hellenic s future dealings with The Coca Cola Company; budgets; projected levels of consumption and production; projected raw material and other costs; estimates of capital expenditure and plans and objectives of management for future operations, are forward-looking statements. You should not place undue reliance on such forwardlooking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. Actual results and events could differ materially from those anticipated in the forward-looking statements for many reasons. Unless otherwise specified, all financial information presented herein is based on Coca-Cola Hellenic's IFRS financial statements. Although Coca Cola HBC AG and Coca-Cola Hellenic believe that, as of the date of this document, the expectations reflected in the forward-looking statements are reasonable, Coca Cola HBC AG and Coca-Cola Hellenic cannot assure you that future events will meet these expectations. Moreover, neither Coca Cola HBC AG nor Coca-Cola Hellenic nor any other person assumes responsibility for the accuracy and completeness of the forwardlooking statements. After the date of the Presentation, neither Coca-Cola HBC AG nor Coca Cola Hellenic will necessarily update any of these forwardlooking statements to conform them either to actual results or to changes in expectations, unless required by law or the rules of the United Kingdom Financial Services Authority. No copy of this document will be left behind after this meeting. By attending the presentation to which this document relates or by accepting this document you will be deemed to have represented, warranted and undertaken that: (i) you are a qualified institutional buyer (as so defined), Qualified Investor or Relevant Person (as defined above); and (ii) you have read and agree to be bound by the foregoing limitations. 3
Hellenic is one of the largest Coca-Cola Cola bottlers globally Volume 2.1bn uc Sales $9.0bn Volume 1.4bn uc Sales $8.3bn Volume 0.8bn uc Sales $1.9bn Coca-Cola Hellenic Coca-Cola Enterprises Coca-Cola Femsa Volume 0.6bn uc 2011 Sales $5.0bn Coca-Cola Amatil Coca-Cola Icecek Volume 2.6bn uc Sales $9.1bn FY 2011 results based on publicly available information 4
The Coca-Cola Cola System: Partners in growth Brand ownership Concentrate supply Brand development Consumer marketing Creating demand Leveraging the unique strength of the System Bottling production Sales distribution Customer management Channel development In-outlet execution Demand Fulfillment Investment in production facilities, equipment, vehicles 60 years of successful partnership 5
Shareholder structure Free float 54% Kar-Tess Holding 23% The Coca-Cola Company 23% Bottlers agreements in place for each of the countries in which we operate until December 2013, with commitment by The Coca-Cola Company to renew these agreements until 2023 6
A diverse and balanced country portfolio Population: 78 mio Population: 401 mio Population: 89 mio 2012 Market Split Volume unit cases 33% 19% 48% Total = 2,085 M UC Net sales revenue 39% 16% 45% Total = 7,045 M Comparable EBIT * 35% 6% 59% Total = 453 M (*) Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. 7
Our extensive territorial reach offers a balanced volume profile 2012 volume by country Other developing 7% Other emerging 6% Russia 18% Other established 8% Switzerland 4% Hungary 4% Serbia & Montenegro 4% Italy 15% Ukraine 4% Greece 5% Romania 8% Poland 8% Nigeria 9% 8
We have a diverse geographical footprint offering attractive growth potential 2011 Total sparkling category servings per capita 612 427 465 Established 311 Developing 206 Emerging 175 124 128 178 193 196 216 225 245 287 293 324 310 352 352 38 Source: The Coca-Cola Company 9
Meeting consumer needs with a diverse product portfolio Water 6% Still beverages 4% Tea Juice 5% 6% Juice 9% Other Still 1% 2001 1.1 bn u.c 1.2bn u.c Water 20% 2012 2.1 bn u.c Sparkling beverages 90% Low-calorie sparkling beverages 6% Regular sparkling beverages 62% 10
Play to Win 11
We have a clear framework to achieve our strategic priorities 12
The 4C s are key elements in our strategy execution Consumer Relevance Customer Preference Cost Leadership Community Trust Brand Priorities (Purpose driven Brands) OBPPC Single Serves Innovation Joint Value Creation Customer Care Centers Marketplace Execution (RED, Hellenic Goodmorning Meeting) Infrastructure optimization Cost Ownership SAP Wave II exploitation Shared Services Management of Working Capital Consumer Based Marketing Social Equity Community Contribution CSR Leadership Market the Category 13
Consumer relevance 14
Purpose driven brands Water Sparkling Leverage Trademark Coca-Cola with focus on Regular and Zero Increase per capita consumption Further grow Fanta, focusing on orange flavour Drive Sprite Beverages Drive Growth Single-serve focus, OBPPC Focus on profitability, capitalising on strong local brands Single serve packs Flavoured water and HORECA Juice Nestea Selective approach Focus on increasing market penetration and trial Bring new people to the category through sampling, innovation Deliver best tasting products with premium quality Leverage strong brand equity in Cappy, Amita, Dobry Innovation burn - Monster Selective approach driven by stage of development of local energy category 15
Our OBPPC strategy is a key tool of revenue growth management Defines the right price point by package and product targeting different consumption occasions to increase category revenue The 3 key objectives: More shoppers More often 1 2 INCIDENCE FREQUENCY Occasion Brand Package More volume per purchase 3 UPSIZE Price Channel 16
Customer preference 17
CustomerCustomer-Centricity Our Customer-centric vision: Coca-Cola Hellenic is easy to do business with, gets everything right the first time, adds value on every occasion, and is my # 1 supplier of choice choice The Customer at the Heart of everything we do! 18
Creating a value-based mindset that leads to better business results Collaboration Joint Value Creation An advanced program and process to collaborate with customers and create joint value Execution Right Execution Daily A 360 o process for measuring and improving in-market execution 19
Cost leadership 20
FY 2012 cost structure Marketing; 10% Depreciation; 4% Overheads; 18% Other raw materials; 16% Aluminium; 5% PET; 9% Concentrate; 34% Sugar; 14% Administration; 21% Warehouses & Distribution; 31% Sales; 38% 21
Optimising our cost base to enhance competitiveness Infrastructure optimisation Warehouse/ Logisitics excellence Manage OPEX and Working Capital SAP is a key enabler for enhancing capabilities and improving efficiencies 22
Moving transactional processes to shared services Benefits: Leverage SAP benefits Improve productivity Enhance business support Improve internal control / governance Enable local management to focus on value added activities Roll Out: Live in 19 countries for key Finance and HR functions Integration of more countries and processes planned followed by best practice application 23
Community trust 24
An industry leader in sustainability Member 2010/11 For a fourth consecutive year Coca-Cola Hellenic is included in the Dow Jones Sustainability Indexes (DJSI) both the Dow Jones Sustainability World Index and Dow Jones STOXX Sustainability Index. Launched in 1999, the DJSI are the first global indexes tracking the financial performance of the leading sustainability driven companies worldwide. GRI A+ Coca-Cola Hellenic is listed on the FTSE4Good index, which recognises the performance of companies that meet globally accepted corporate social responsibility standards to facilitate investment in ethical and socially responsible companies. With our 2010 Social Responsibility Report, we were the only European non-alcoholic ready-to-drink beverage company to achieve GRI A+ ranking for comprehensiveness and transparency. In 2011 we established a cross sector external stakeholder panel to review and provide critical assessment of our sustainability reporting. Coca-Cola Hellenic is included in the new indices of French agency Vigeo, one of the world's leading ESG (Environment, social, governance) analysts and providers of information to investors. We are the only beverage company to be included in the Europe120 list of the top 120 companies across Europe (all sectors). For more information please see our sustainability reports at http://www.cocacolahellenic.com/sustainability/ 25
Cash Financing & Governance 26
Strong and sustainable cash flow generation 262 Free Cash Flow 546 537 427 341 We expect to generate 1.3bn cumulative 1.3bn free cash flow in the 3yr period ending December 2015. 2008 2009 2010 2011 2012 Free Cash Flow in Million Euros Capital Expenditure Guidance 5.5%-6.5% of Net Sales Revenue over the medium-term Note: The financial information for fiscal years 2012, 2011 and 2010 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in 2011 and 2010 to reflect the same). 27
Conservative financial profile Credit ratings Net debt/ebitda Moody s: L/T Baa1, S/T P2, negative outlook 2.1 2.1 1.7 2.0 2.1 S&P: L/T BBB+, S/T A2, credit watch negative 2008 2009 2010 2011 2012 Gearing ratio Diversified bond maturity profile 42% 46% 38% 38% 36% $ 500 500 $ 400 600 2008 2009 2010 2011 2012 2013 2014 2015 2016 Notes: Gearing ratio: Net debt to Total Net Capital; ratios based on comparable figures; The financial information for fiscal years 2012, 2011 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 28 12 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in
Solid track record of returning value to shareholders In the last 12 years we have returned to our shareholders, whether in the form of dividends or capital returns, total cash of approximately 2.0 billion In million Euros 29
Corporate governance ADR program on NYSE since 2002 Full SOX compliance history Enhancement of corporate governance upon settlement of the share exchange offers through: 1. appointment of an additional independent non-executive director 2. nominations committee, majority members independent 3. no shareholders or relationship agreements 4. board members subject to re-election on an annual basis 30
In summary 31
Key strategic priorities in 2013 Continue to win in the marketplace Revenue Growth Management Cost Leadership / Free Cash Flow Generation 32
Long-term growth drivers Most known brand in the world! Low per capita consumption offers growth prospects. Diverse geographic footprint with strong emerging market exposure Solid track record of winning in the marketplace Strong focus on cost leadership and cash generation 33
For further information on Coca-Cola Hellenic please visit our website at: www.coca-colahellenic.com or contact our Investor Relations team Investor.relations@cchellenic.com +30.210.6183 100 34
Appendix: Full Year 2012 Financials 35
Full Year 2012: P&L highlights (comparable) EURO (million) Full Year 2012 Full Year 2011 2012 vs 2011 Volume (million u.c.) 2,084.7 2,087.4 0% Net Sales Revenue 7,044.7 6,824.3 3% Cost of sales (4,517.7) (4,253.3) 6% Gross Profit 2,527.0 2,571.0-2% Operating Expenses (2,073.9) (2,048.2) 1% Operating Profit (EBIT) 453.1 522.8-13% Net Profit 285.5 325.6-12% Adjusted EBITDA 838.8 905.4-7% Gross Profit Margin 35.9% 37.7% OPEX as % of NSR 29.4% 30.0% EBIT Margin 6.4% 7.7% EBITDA Margin 11.9% 13.3% Notes: Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. The financial information for fiscal years 2012, 2011 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 36 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in 2011 to reflect the same)
Full Year 2012: Net Profit (comparable) EURO (million) Full Year 2012 Full Year 2011 2012 vs 2011 Operating profit (EBIT) 453.1 522.8-13% Finance costs & other (79.1) (85.8) -8% Profit before tax 374.0 437.0-14% Tax (85.5) (110.0) -22% Minority interests (3.0) (1.3) >100% Net Profit 285.5 325.7-12% Earnings per Share (in euros) 0.78 0.90-13% Notes: Financial indicators on a comparable basis exclude the recognition of restructuring costs and unrealised commodity hedging results. The financial information for fiscal years 2012, 2011 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 37 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in 2011 to reflect the same)
Full Year 2012: Free Cash Flow EURO (million) Full Year 2012 Full Year 2011 2012 vs 2011 Adjusted EBITDA* 757.6 852.2 (94.6) Cash from Working Capital 84.1 61.3 22.8 Tax paid (95.0) (88.4) (6.6) Loss / (Gain) on asset disp. 6.9 3.2 3.7 Cash Flow from operations 753.6 828.3 (74.7) Net capital expenditure (412.3) (401.1) (11.2) Free Cash Flow 341.3 427.2 (85.9) Notes: We define adjusted EBITDA as operating profit before deductions for depreciation (included both in cost of goods sold and in operating expenses), impairment of property, plant and equipment, employee share options, impairment of intangible assets, amortisation of and adjustments to intangible assets and other non-cash items. The financial information for fiscal years 2012, 2011 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in 2011 to reflect the same) 38
EURO (million) 31-Dec-12 Full Year 2012: Balance sheet 31-Dec-11 Total non-current assets 5,279.3 5,228.4 Inventories 458.0 447.7 Trade and other receivables 1,073.7 1,120.0 Cash and equivalents 439.1 447.4 Total current assets 1,970.8 2,015.1 Total assets 7,250.1 7,243.5 Short-term borrowings 555.0 321.5 Other current liabilities 1,667.3 1,589.6 Total current liabilities 2,222.3 1,911.1 Long-term borrowings 1,604.7 1,939.8 Other non-current liabilities 416.6 472.4 Total non-current liabilities 2,021.3 2,412.2 Total equity 3,006.5 2,920.2 Total equity and liabilities 7,250.1 7,243.5 Notes: The financial information for fiscal years 2012, 2011 reflects the Group s early adoption of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interest in Other Entities and the revised IAS 19 Employee Benefits in 2012 (and retrospective adjustments in 2011 to reflect the same) 39