Coca-Cola Hellenic Bottling Company S.A.

Corporate Governance Manual

TABLE OF CONTENTS INTRODUCTION .................................................................................................. 3 I. ORGANISATIONAL CHART .......................................................................... 3 II. BOARD OF DIRECTORS AND ITS COMMITTEES ................................. 4 1. Board of Directors ................................................................................................ 4 1.1 Board of Directors Guidelines ..................................................................... 4 1.2 Code of Ethics for Senior Officers and Directors .......................................... 4 2. Board of Directors Committees .......................................................................... 4 2.1 Audit Committee ............................................................................................ 4 2.2 Human Resources Committee ....................................................................... 5 2.3 Social Responsibility Committee ................................................................... 6 III. INTERNAL AUDIT DEPARTMENT ...7 1. Corporate Audit Department Charter ................................................................... 7 2. Code of Business Conduct ................................................................................... 7 SCHEDULES A. Board of Directors Guidelines ............................................................................ 8 B. Code of Ethics for Senior Officers and Directors ................................................ 14 C. Audit Committee Charter ..................................................................................... 18 D. Terms of Reference for the Human Resources Committee ................................. 25 E. Terms of Reference for the Social Responsibility Committee ............................. 29 F. Corporate Audit Department Charter ................................................................... 32 G. Code of Business Conduct ................................................................................... 38

INTRODUCTION This Corporate Governance Code codifies all the documents relating to corporate governance which have been adopted by the Board of Directors of Coca-Cola Hellenic Bottling Company S.A. (Coca-Cola Hellenic, the Company). Coca-Cola Hellenic continuously reviews the Companys corporate governance standards and procedures in light of the ongoing debates and rulemaking projects in Greece, Europe and the United States, in order to ensure that its corporate governance systems remain in line with international best practices.

I. ORGANISATIONAL CHART

II. BOARD OF DIRECTORS AND ITS COMMITTEES 1. Board of Directors Coca-Cola Hellenics Board of Directors and senior officers are responsible for the Companys management. In particular, senior management is responsible for the dayto-day management of the Company in accordance with the instructions, policies and operating guidelines established by the Board of Directors. 1.1 Board of Directors Guidelines The Companys Board of Directors has developed and adopted a set of corporate governance principles, the Board of Directors Guidelines, to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. The Board of Directors Guidelines are set forth in Schedule 1 attached hereto. 1.2 Code of Ethics for Senior Officers and Directors Coca-Cola Hellenic has also adopted a Code of Ethics for Senior Officers and Directors, attached hereto as Schedule 2, covering its senior management and directors to prevent wrongdoing and promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure, and compliance with applicable governmental rules and regulations. 2. Board of Directors Committees 2.1 Audit Committee The Audit Committee comprises three non-executive directors and operates under a written charter set forth in Schedule 3 hereto. Its duties include:

providing recommendations to our shareholders in relation to the appointment, selection and termination of our external auditors and approving the remuneration and terms of engagement of the external auditors discussing with the external auditors before the audit commences the nature and scope of the audit reviewing our annual financial statements before submission to the Board, focusing particularly on any changes in accounting policies and practices, major decision areas, significant adjustments resulting from the audit, the

going concern assumption, compliance with accounting standards and compliance with any applicable stock exchange and legal requirements

discussing issues arising from the interim reviews and annual audits and any matters the external auditors may wish to discuss approving the appointment or termination of the Head of Internal Audit reviewing the internal audit plans and programme, receiving summaries of internal audit investigations and managements response and considering the responses of the internal audit department to any reports or communications submitted by the external auditors reviewing the effectiveness of corporate governance and internal control systems and, in particular, the external auditors management letter and managements response reviewing and recommending approval to the Board of our Code of Business Conduct, as well as our Treasury Policy and Chart of Authority, which provide the control framework for all transactions administering and enforcing, in conjunction with the Board of Directors, our Code of Ethics for senior executives and directors establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters or matters involving fraudulent behaviour, and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters

2.2 Human Resources Committee The Human Resources Committee comprises three non-executive directors and operates under written terms of reference set forth in Schedule 4 hereto. Its duties include:

establishing the principles governing human resources policy and the compensation policy of the Company, which will guide management decision-making and action overseeing succession planning, and approving the appointments and terminations of senior managers of the Company overseeing talent management to ensure that there is a continuous development of talent for key roles
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establishing the compensation strategy for the Company and approving Company-wide compensation and benefit plans and compensation for senior managers making recommendations to the Board of Directors on compensation of the Managing Director making recommendations to the Board of Directors concerning potential non-executive directors

2.3 Social Responsibility Committee The Social Responsibility Committee comprises three non-executive directors and operates under written terms of reference set forth in Schedule 5 hereto. Its duties include:

overseeing the development and supervision of procedures and systems to ensure the achievement of the Companys social and environmental goals establishing principles governing corporate social responsibility and environmental goals ensuring transparency and openness at all levels in the Companys business conduct in the context of the pursuit of our corporate social responsibility and environmental goals establishing an Operating Council responsible for developing and implementing appropriate policies and strategies to achieve our social and environmental goals and ensuring group-wide capabilities to execute such policies and strategies ensuring and overseeing our communication with stakeholders of our social and environmental policies, goals and achievements, including the level of compliance with internationally accepted standards considering other topics as appropriate

III. INTERNAL AUDIT DEPARTMENT The mission of Coca-Cola Hellenics Internal Audit Department is to provide independent, objective assurance and consulting services designed to add value and improve its operations. The department helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and management processes. The members of the Internal Audit Department report directly to the Director of Internal Audit. The Director of Internal Audit reports to the Audit Committee of the Board of Directors. 1. Corporate Audit Department Charter The Internal Audit Department operates in accordance with the Corporate Audit Department Charter set forth in Schedule 6 hereto.

2. Code of Business Conduct The department also monitors compliance with Coca-Cola Hellenics Code of Business Conduct which is set forth in Schedule 7 hereto. The Code of Business Conduct applies to all directors, officers, and employees of Coca-Cola Hellenic and all of its subsidiaries and ensures that they conduct business in compliance with the highest ethical standards and all applicable laws.

SCHEDULE A - BOARD OF DIRECTORS GUIDELINES 1. Introduction The Board of Directors of Coca-Cola Hellenic Bottling Company S.A. has developed and adopted a set of corporate governance principles (the "Guidelines") to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. The Board has adopted a Chart of Authority delegating authority to the senior officers and other managers of the Company. The Chart of Authority also contains a list of matters that must exclusively be decided by the Board of Directors. 2. Board Composition The composition of the Board should balance the following goals: The size of the Board should facilitate substantive discussions of the whole Board in which each director can participate meaningfully; and The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company's business. The Board shall include at least four independent directors. In making independence determinations, the Board will observe all applicable requirements, including the independence standards established by Rule 10A-3(b)(1) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board will consider all relevant facts and circumstances in making an independence determination. 3. Selection of Directors N o m i n a t i o n s : The Board is responsible for selecting the nominees for election to the Company's Board of Directors. The Company's Human Resources Committee is responsible for recommending to the Board a slate of directors or one or more nominees to fill vacancies occurring between annual meetings of stockholders. C r i t e r i a : The Board should, based on the recommendation of the Human Resources Committee, select new nominees for the position of non executive director considering the following criteria:

 Personal qualities and characteristics, accomplishments and reputation in business community; Current knowledge and contacts in the communities in which the Company does business and in the Company's industry or other industries relevant to the Company's business; Ability and willingness to commit adequate time to Board and committee matters; The fit of the individual's skills and personality with those of other directors and potential directors in maintaining a Board that is effective, collegial and responsive to the needs of the Company; and Diversity of viewpoints, background, experience and other demographics. I n v i t a t i o n : The invitation to join the Board should be extended by the Board itself via the Chairman of the Board. O r i e n t a t i o n a n d C o n t i n u i n g E d u c a t i o n : Management, working with the Board, will provide an orientation process for the new directors, including background material on the Company, its business plan and its risk profile, and meetings with senior management. Periodically, management should prepare additional educational sessions for directors on matters relevant to the Company, its business plan and risk profile. 4. Election Term Directors may always be re-elected, in accordance with Greek law. 5. Retirement of Directors The Board believes it should not establish a mandatory retirement age. 6. Board Meetings The Board currently plans regular meetings at least four times each year, with further meetings to occur at the discretion of the Board. The meetings will usually consist of committee meetings and the Board meeting. The meetings are convened by the Chairman of the Board of Directors. The agenda for each Board meeting will be prepared by the Company Secretary and approved by the Chairman. Management will seek to provide to all directors an agenda and appropriate materials in advance of meetings, although the Board recognizes that this will not always be consistent with the timing of transactions
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and the operations of the business and that in exceptional cases it may not be possible. Materials presented to the Board or its committees should be as concise as possible, while still providing the desired information needed for the directors to make an informed judgement. The Board shall meet more frequently as circumstances dictate, at the request of the Chairman. 7. Executive Sessions To ensure free and open discussion and communication among the nonexecutive directors of the Board, the non-management directors should meet in executive sessions periodically, with no members of management present. 8. The Committees of the Board The Company shall have an Audit Committee, a Human Resources Committee and a Social Responsibility Committee. Each of these three committees must have a written charter. The Audit Committee must also satisfy the requirements of Rule 10A-3 of the Exchange Act. All directors, whether members of a committee or not, are invited to make suggestions to a committee chair for additions to the agenda of his or her committee or to request that an item from a committee agenda be considered by the Board. Each committee chair will give a periodic report of his or her committee's activities to the Board. All directors are entitled to receive copies of all minutes of committee meetings. 9. Executive Compensation a) E v a l u a t i n g a n d A p p r o v i n g t h e C o m p e n s a t i o n o f t h e M a n a g i n g D i r e c t o r : The Board, on the recommendation of the Human Resources Committee, evaluates the performance of the Managing Director against the goals and objectives of the Managing Director and approves the compensation level of the Managing Director. b) C o m p e n s a t i o n o f M a n a g e m e n t : The Human Resources Committee determines the policy over compensation and benefits for executive officers other than the Managing Director, and approves the compensation of senior officers.

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10. Compensation to Non-Executive Directors The Board approves the compensation of the non-executive members of the Board on the recommendation of the Human Resources Committee. The Human Resources Committee should conduct a review at least once every three years of the components and amount of Board compensation in relation to other similarly situated companies. Board compensation should be consistent with market practices and sufficient to attract and retain high quality directors, but should not be set at a level that would call into question the Board's objectivity. Board compensation is subject to approval by the General Meeting of the Company's shareholders. 11. Insurance The Company shall keep an appropriate Director's and Officer's liability insurance policy in place. 12. Expectations of Directors The business and affairs of the Company shall be managed by or under the direction of the Board in accordance with Greek law. In performing their duties, the primary responsibility of the directors is to exercise their business judgement in the best interests of the Company. The Board has developed a number of specific expectations of directors to promote the discharge of this responsibility and the efficient conduct of the Board's business: a) C o m m i t m e n t a n d A t t e n d a n c e : All directors should make every effort to attend meetings of the Board and meetings of committees of which they are members. b ) P a r t i c i p a t i o n i n M e e t i n g s : Each director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Upon request, management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company's business. Directors should also review the materials provided by management and advisors in advance to the meetings of the Board and its committees and should arrive prepared to discuss the issues presented. c ) L o y a l t y a n d E t h i c s : In their roles as directors, all directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over any other interests possessed by a director.

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The Company has adopted a Code of Business Conduct, a Code of Ethics for Directors and Senior Officers and a Code of Dealing in securities of the Company, including a compliance program to enforce the Codes. These Codes also apply to activities of directors, particularly with respect to transactions in the securities of the Company and potential conflicts of interest. Directors should be familiar with the Code's provisions in these areas and should consult with the Company's General Counsel in the event of any issues. d) O t h e r D i r e c t o r s h i p s : The Company values the experience directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a director's time and availability and may present conflicts or legal issues. Directors should advise the Chairman of the Board and the Managing Director before accepting membership of other boards of directors or other significant commitments involving affiliation with other businesses or governmental units. e) C o n t a c t w i t h M a n a g e m e n t : All directors are invited to contact the Managing Director at any time to discuss any aspect of the Company's business. Directors also have access to other members of the corporate senior management team. The Board expects that there will be frequent opportunities for directors to meet with the Managing Director and other members of senior management in Board and Committee meetings and in other formal or informal settings. Further, the Board encourages senior management to, from time to time, bring managers into Board meetings who: (i) can provide additional insight into the items being discussed because of personal involvement and substantial knowledge in those areas, and/or (ii) are managers with future potential that the senior management believes should be given exposure to the Board. f ) C o n t a c t w i t h O t h e r C o n s t i t u e n c i e s : It is important that the Company speak to employees and outside constituencies with a single voice, and that senior management serve as the primary spokesperson. Contacts with managers or employees outside the corporate senior management team should always be coordinated through the Managing Director's office. g ) C o n f i d e n t i a l i t y : The proceedings and deliberations of the Board and its committees are confidential. Each director must maintain the confidentiality of information received in connection with his or her service as a director, during and after his or her term in office.

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13. Reliance on Management and Outside Advice In performing its functions, the Board is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. The Board shall have the authority to retain and approve the fees and retention terms of its own outside advisors.

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SCHEDULE B CODE OF ETHICS FOR SENIOR OFFICERS AND DIRECTORS Introduction The Companys Board of Directors has adopted this code of ethics (this Code) applicable to its Managing Director, Chief Financial Officer, Corporate Controller, General Counsel, Director of Internal Audit, Director of Tax, Director of Treasury, Human Resources Director, Supply Chain Services Director, Commercial Director, Director of Public Affairs and Communications, Director of Investor Relations, Director of the Office of the Managing Director and the Regional Directors, as well as to its members of the Board of Directors (the Covered Officers and Directors) to prevent wrongdoing and promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, and compliance with applicable governmental rules and regulations. Honest and Ethical Conduct Each Covered Officer and Director owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid within the constraints of Company confidentiality (which is always subject to any legally mandated disclosure). Deceit and subordination of principle are inconsistent with integrity, which requires observation of both the form and the spirit of governmental laws, rules and regulations, accounting standards and Company policies, as well as adherence to high standards of business ethics. Conflicts of Interest A conflict of interest occurs when an individuals private interest interferes or appears to interfere with the interests of the Company. Conflicts of interests should be avoided. A conflict of interest can arise when a Covered Officer or Director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and efficiently. A Covered Officer or Director must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his family or her family, or for any other person. Each Covered Officer and Director is required to discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Chairman of the Audit Committee. Corporate Opportunities

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Covered Officers and Directors owe a duty to the Company to advance the Companys business interests when the opportunity to do so arises. Covered Officers and Directors are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, Covered Officers and Directors are prohibited from using corporate property, information or position for personal gain and from competing with the Company. Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Covered Officers and Directors who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult with the Chairman of the Audit Committee beforehand. Fair Dealing The Company has a history of succeeding through honest business competition. The Company does not seek competitive advantages through illegal or unethical business practices. Each Covered Officer and Director should endeavor to deal fairly with the Companys customers, service providers, suppliers, competitors and employees. No Covered Officer or Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice, including giving or receiving bribes, kickbacks or any other unlawful payment of any kind. Each Covered Officer and Director who is in doubt as to whether a certain action or omission could constitute unfair dealing should consult with the Chairman of the Audit Committee. Confidentiality In carrying out the Companys business, Covered Officers and Directors often learn confidential or proprietary information about the Company, its customers or suppliers. Covered Officers and Directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed. Securities Laws and Insider Trading Trading in stocks or securities based on non-public information, or providing nonpublic information to others, including family and friends, so that they may trade, is illegal and may result in prosecution. Covered Officers and Directors may not buy or sell stocks or securities of Coca-Cola Hellenic or another company based on non-

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public information or convey non-public information to others so that they can trade on the stock or securities of Coca-Cola Hellenic or another company. Non-public information, for purposes of this subsection, is any information that has not been disclosed or made available to the general public. Non-public information includes items such as financial or technical data, plans for acquisitions or divestitures, new products, inventions or marketing campaigns, personal information about employees, major contracts, expansion plans, financing transactions, major management changes and other corporate developments. It is not always apparent when Covered Officers and Directors can trade in Coca-Cola Hellenic shares or another companys shares. The Companys Code of Dealing contain specific rules and guidelines as to what constitutes price-sensitive non-public information and sets specific conditions as to when and how Covered Officers and Directors may trade Coca-Cola Hellenic securities or another companys securities. If Covered Officers and Directors have doubts they should check this code and/or ask for guidance from the General Counsel. Protection and Proper Use of Company Assets Covered Officers and Directors should protect the Companys assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes. Public Disclosure and Communications with Regulatory Authorities The Company strives to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to any regulatory authorities and in any public communications made by the Company. The Covered Officers and Directors, among others, are responsible for taking all steps reasonably necessary to cause the disclosure in the reports and documents that the Company files with the Securities and Exchange Commission or any other regulatory authorities, as well as any other public communications to be full, fair, accurate, timely and understandable. The Covered Officers and Directors are required to familiarize themselves with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company; they should follow any applicable disclosure controls and procedures and diligently review any documentation in connection with the preparation of the Companys disclosures, including reports by the Companys external advisors. The Covered Officers and Directors are prohibited from knowingly misrepresenting, or causing others to misrepresent, material facts about the Company to others, whether within or outside the Company, including the Companys independent auditors.

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Compliance with Governmental Laws, Rules and Regulations It is the Companys policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Covered Officer and Director to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters. Waivers of this Code From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for Covered Officers or Directors may be made only in writing by the Board of Directors or a committee designated by the Board following the submission of a written request by the interested Covered Officer or Director, and will be disclosed to the extent required by law or regulation.

Internal Reporting of Potential Code Violations The Audit Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any Covered Officer or Director who becomes aware of any existing or potential violation of this Code is required to notify the Chairman of the Audit Committee promptly. Failure to do so is itself a violation of this Code. To encourage reporting of violations, the Company will not allow retaliation for reports made in good faith. In addition, every reasonable effort will be made to ensure the confidentiality of those furnishing information. Accountability for Adherence to the Code The Audit Committee shall take all action it considers appropriate to investigate any violations reported to it, and to enforce this Code with respect to those violations and is exclusively responsible for making a determination that a Covered Officer or Director has violated this Code. The Audit Committee will report to the Board of Directors the outcome of any investigation it conducts concerning potential violations of the Code by Covered Officers or Directors, with a copy to the General Counsel and the Director of Internal Audit, as promptly as possible after completion of the relevant investigation. If a violation has occurred, the Board of Directors on behalf of the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee.

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SCHEDULE C AUDIT COMMITTEE CHARTER Membership 1. The Audit Committee shall be appointed by the Board. The Audit Committee shall consist of not less than three members and shall satisfy the requirements of Rule 10A-3 of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. All members of the Audit Committee shall be appointed by the Board from amongst the independent non-executive directors. The standard of independence shall be Rule 10A-3(b)(1) of the Exchange Act. 3. All members of the Audit Committee shall be financially literate. 4. A quorum shall be two members. Decisions will be taken by majority vote. In the event of a tie vote on any issue, the Chairman's vote shall decide the issue. 5. No member of the Audit Committee may receive directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than: (i) compensation for the member's service on the Board or any committee of the Board (including service as committee chairman), which may be received in cash, shares, share options or other in-kind consideration ordinarily available to directors (subject to applicable independence requirements); or (ii) any other regular benefits that other directors receive, such as reimbursement for travel and other administrative expenses. 6. In selecting Audit Committee members, the Board shall consider, among other factors, the nominee's: (i) financial and accounting experience and education; (ii) understanding of Audit Committee functions and internal controls and procedures for financial reporting; and (iii) other directorships held at the time of the appointment. Induction of Audit Committee Members and Continuing Education 7. The Company shall provide an induction program, including meetings with Company staff, for new Audit Committee members. The Company shall also ensure that Audit Committee members receive adequate training on an ongoing and timely basis. Frequency of Meetings 8. Meetings shall be held not less than four times a year, and where appropriate should coincide with key dates in the Company's financial reporting cycle.
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9. The Audit Committee shall meet more frequently as circumstances dictate, upon the request of the Chairman or any two members of the committee. 10. The external auditors or the Internal Audit Department may request a meeting with the Audit Committee or its Chairman whenever they consider necessary. Attendance at Meetings 11. The Audit Committee has sole authority to decide if non-members should attend committee meetings, whether for a particular meeting or a particular agenda item. Attendance at the meetings may be by telephone or video conference. 12. The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or external auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the committee. 13. (a) There should be at least one meeting a year, or part thereof, where the external auditors attend without management present. (b) There should be at least one meeting a year, or part thereof, where the Head of Internal Audit attends without management present. 14. The Company Secretary shall be Secretary of the Audit Committee. The Secretary shall keep minutes of the meetings of the Audit Committee and be responsible for distributing meeting materials to the members sufficiently in advance of meetings to allow members to prepare adequately. Authority 15. The Audit Committee is authorized by the Board to: (a ) investigate any activity related to its responsibilities; (b) seek any information that it requires from any employee of the Company and all employees are directed to cooperate with any request made by the committee; and (c) obtain outside legal or other independent professional advice. Funding 16. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation: (i) to the external auditors engaged for the purpose of rendering an audit report or related work, including advisory work; and (ii) to any independent counsel, accountants or other experts employed by the Audit Committee. The Company shall also provide for payment of ordinary
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administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. Responsibilities 17. The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements and public disclosures. 18. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee to conduct "field work" or other types of auditing or accounting reviews or procedures or to verify compliance with auditor independence standards. 19. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. 20. The Internal Audit Department shall report directly to the Audit Committee. 21. The external auditors are responsible for planning and carrying out a proper audit of the Company's annual financial statements and other procedures and a quarterly review in accordance with the applicable professional standards. The external auditors for the Company are accountable to the Board of Directors and the Audit Committee, as representatives of the shareholders. 22. The Company's shareholders are ultimately responsible for appointing, retaining and terminating the Company's external auditors. However, the Audit Committee has the authority and responsibility to provide a recommendation to the Company's shareholders with respect to the appointment, retention and termination of the Company's external auditors. The Audit Committee shall have the authority to approve the remuneration and the terms of engagement of the external auditors. 23. The responsibility of the Audit Committee shall be to: (a) monitor the quality, fairness and integrity of the financial statements of the Company, reviewing significant financial reporting issues and judgments contained in them; (b) review and seek the input of the external auditors and the Internal Audit Department with respect to the Company's internal financial control and anti-fraud systems and the Company's risk management systems (including computerized information system controls and security);
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(c) review and evaluate the Company's major areas of financial risk and the steps management has taken to monitor and control such financial risk as well as the Company's guidelines and policies to govern the process by which risk assessment and management is undertaken; (d) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters or matters involving fraudulent behavior, and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters as well as monitor and review any complaints received and the manner in which those complaints have been resolved; (e) approve the appointment or termination of the Head of the Internal Audit Department, monitor and review the internal audit work program for each year and the effectiveness of the Company's Internal Audit Department and otherwise oversee the work of the Internal Audit Department; (f) monitor and review the external auditors' independence, objectivity and effectiveness, taking into consideration the requirements of Greek, European Union and applicable U.S. law, the listing requirements of the exchanges on which the Company is listed, as well as the applicable professional standards; (g) establish hiring policies for employees or former employees of the external auditors; (h) discuss with management the timing and process for implementing the rotation of the audit partners; (i) review and evaluate the qualifications, performance and independence of the audit partners; (j) ensure, at the start of each annual audit cycle, that appropriate plans are in place for the audit; (k) discuss with management, the Disclosure Committee, the external auditors and the Internal Audit Department any significant matters arising from the audit; (l) review, evaluate and discuss with the external auditors any audit problems or issues and management's response thereto, including any restrictions on the scope of the external auditor's activities or on access to requested information, and any significant disagreements with management. The scope of such review shall include any accounting adjustments that
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were noted or proposed by the external auditor but were "passed" (as immaterial or otherwise); any communications between the external audit team and the external audit firm's national office respecting auditing or accounting issues presented by the engagement and any "management" or "internal control" letter issued, or proposed to be issued, by the external audit firm to the Company; (m) assess at the end of each annual audit cycle the effectiveness of the audit process; (n) develop and implement pre-approval policies and procedures on the engagement of the external auditors to supply permitted non-audit services (including tax services); (o) evaluate, review and approve the Company's annual audited financial statements and quarterly financial statements; (p) evaluate, review and approve the Company's earnings press releases, financial information disclosure and earnings guidance provided to analysts and rating agencies, including the narrative parts of the Company's financial reports; (q) appoint the members of the Disclosure Committee, oversee the work of the Disclosure Committee and revise its charter, if needed, and review the preparation of the Company's interim reports, earnings releases, annual reports on Form 20-F and shareholders' reports as provided in the Disclosure Controls and Procedures, as well as take part in the periodic evaluation of such Disclosure Controls and Procedures; (r) consider prior to the filing of the Company's annual report to shareholders and its annual report on Form 20-F with the SEC the external auditors' report referring to: (i) all critical accounting policies and practices to be used; (ii) all material alternative treatments of financial information within IFRS that have been discussed with the Company's management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors; and (iii) other material written communications between the external auditors and the Company's management, such as any management representation letter or summary of unadjusted differences, any reports on observations and recommendations on internal controls, the "engagement letter" and the "independence letter";

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(s) consider the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; (t) consider any other reports or communications (and management's and/or the Internal Audit Department's responses thereto) submitted to the Audit Committee by the external auditors; (u) administer and, in conjunction with the Board, enforce the Company's Code of Business Conduct and Code of Ethics for Senior Officers and Directors; (v) review, evaluate and recommend changes to the Board of the Company's Code of Business Conduct in the areas within its purview; (w) review, evaluate and recommend changes to the Board of the Company's Treasury Policy and Chart of Authority which provide the control framework for all treasury and treasury-related transactions; and

(x) monitor, in conjunction with the Company's General Counsel and the Internal Audit Department, the Company's compliance with legal and regulatory requirements. Delegation to Sub-committee 24. The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee but shall retain the oversight and be promptly informed of any activities of such subcommittees. 25. The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services by the Company's external auditors. Reporting Procedures 26. The secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board, and the Chairman of the Audit Committee or, at a minimum, another member of the committee, shall attend the Board meeting at which the accounts are approved. 27. The Audit Committee members shall conduct an annual review of their work and this Charter and make recommendations to the Board. Relationship with the External Auditors 28. The external auditors shall report directly to the Audit Committee.
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29. The external auditors shall provide assurances to the Audit Committee that the audit was conducted in a manner consistent with the requirements of Greek, European Union and applicable U.S. laws, the listing requirements of the exchanges on which the Company is listed, as well as the applicable professional standards. 30. The external auditors shall submit to the Audit Committee annually a formal written statement describing: the auditors' internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the auditors within the preceding five years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (to assess the auditors' independence) all relationships between the auditors and the Company, including each non-audit service provided to the Company, in accordance with applicable professional standards. 31. The external auditors shall submit to the Audit Committee annually a formal written statement of the fees billed in each of the last two fiscal years for each of the following categories of products and services rendered by the external auditors: (i) professional services rendered for the audit of the Company's annual financial statements and review of financial statements included in the Company's annual report on Form 20-F and annual report to shareholders; (ii) assurance and related services (including each subcategory of such services) that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under (i) above; (iii) tax professional services, including each subcategory for such services, such as tax compliance, tax consulting and tax planning; and (iv) any other products and services, including each subcategory of such services. 32. The external auditors shall submit to the Audit Committee annually a formal confirmation of their independence.

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SCHEDULE D TERMS OF REFERENCE FOR THE HUMAN RESOURCES COMMITTEE Constitution 1. The Board of Coca-Cola Hellenic hereby resolves to establish a Committee of the Board to be known as the Human Resources Committee. Membership 2. The Committee shall be appointed by the Board from among the Non-Executive Directors of the Company and shall consist of not less than three members. The Chairman of the Committee shall be appointed by the Board and shall be an independent Non-Executive Director. At least one member of the Committee shall be from among the Directors nominated by the Kar-Tess Group, and at least one member shall be from among the Directors nominated by The Coca-Cola Company. 3. A quorum shall be two members. Decisions will be taken by majority vote. In the event of a tied vote on any issue, the Chairman's vote shall decide the issue. Attendance at Meetings 4. Attendance at the meetings may be by telephone or video conference. The Managing Director and Human Resources Director shall normally attend meetings, except when discussions are conducted concerning matters affecting them personally. 5. The Human Resources Director shall be the Secretary of the Committee. Frequency of Meetings 6. Meetings shall be held not less than four times a year at such time and place as may be designated by the Committee or the Chairman and will normally be convened in connection with Board meetings. 7. Notice of each meeting shall be given to each member of the Committee at least five working days before the day on which the meeting is to be held confirming the venue, time and date. An agenda of items to be discussed together with supporting papers shall be sent to members of the Committee and to other attendees as appropriate, in sufficient time prior to each meeting to allow members to prepare adequately. 8. The Committee shall meet more frequently as circumstances dictate, upon the request of the Chairman or any two members of the Committee. The external auditors may request a meeting if they determine that one is necessary.

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9. The Committee shall keep minutes of its proceedings and shall cause the minutes to be recorded by the Secretary of the Committee in books kept for that purpose in the offices of the Company. Minutes of meetings of the Committee shall be circulated to all members of the Committee and, once agreed, to such members of the Board as shall request a copy, unless a conflict of interest exists or where the Committee determines it to be inappropriate to do so for reasons of confidentiality. Duties 10. The duties of the Committee shall be to: (a) Establish the principles governing the human resources policy of the Company, which will guide management decision-making and action (b) Oversee the evaluation of senior management. (c) Oversee succession planning policy, including recommending to the Board one or more nominees to fill vacancies on the Board occurring between annual meetings of stockholders; make recommendations to the Board on succession of the Managing Director; and approve the appointments of those who report to the Managing Director and to the Chief Operating Officer, and of the Country General Managers (d) Oversee the talent management framework for the Company to ensure that there is continuous development of talent for key roles (e) Establish the Compensation Strategy for Coca-Cola Hellenic: (i) In establishing such Compensation Strategy, the Committee should determine and agree with the Board the framework or broad policy for the remuneration of the Company's Managing Director, all Direct Reports to the Managing Director, the Direct Reports to the Chief Operating Officer, the Country General Managers and other senior executives of the Company. Neither the Managing Director, nor his Direct Reports, nor the Direct Reports to the Chief Operating Officer, nor the Country Managers, nor any other senior executive, shall be involved in any decisions as to their own remuneration. (ii) In determining such Compensation Strategy, the Committee shall take into account all factors which it deems necessary, including where appropriate, comparisons with other companies similarly situated in the market place. The objective of such policy shall be to attract, motivate and retain members of the executive management of the Company by ensuring they are provided with a fair and equitable salary and with appropriate and cost-effective incentives designed to encourage enhanced performance and to increase shareholder value, and that they are, in a fair and cost-effective manner, rewarded for their individual contributions to the success of the Company

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(f) Approve: (i) Company-wide compensation and benefit plans (ii) Decisions concerning the following compensation elements for all Senior Managers reporting to the Managing Director or to the Chief Operating Officer, and all Country General Managers: (a) Base salaries and increases in base salary (b) Annual incentive plan awards (c) Long term incentive plan awards (d) Stock option awards (e) Other forms of compensation for the Managing Director, any of his Direct Reports, the Direct Reports of the Chief Operating Officer or the Country General Managers (iii) All Non-Cash obligations (greater than Euros 15,000) assumed on behalf of the Managing Director which are reportable by the employee as income (other than personal use of Company Cars, group life or health benefits). (g) Recommend to the Board of Directors: (i) Implementation or modification of employee coverage for any benefit plan, based on increased annual cost of Euro 5.0 million or more (ii) Decisions concerning the following compensation elements for the Managing Director: (a) Base salary and increases in base salary (b) Annual incentive plan awards (c) Stock option awards or any long-term incentive plan awards (iii) Compensation of the members of the Board of Directors. (h) Conduct a review at least once every three years of the components and amount of Board compensation in relation to other similarly situated companies. Board compensation should be consistent with market practices and sufficient to attract and retain high quality directors, but should not be set at a level that would call into question the Board's objectivity. Board compensation is subject to approval by the General Meeting of the Company's shareholders (i) Establish the general policies governing severance for the Managing Director, all his Direct Reports, the Direct Reports of the Chief Operating Officer, and the Country General Managers

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(j) Approve the general terms of employment for the Managing Director, all his Direct Reports, the Direct Reports of the Chief Operating Officer, and the Country General Managers (k) Consider other topics, as appropriate Resources and Authority of the Committee 11. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. 12. The Committee is authorised by the Board to seek any information it requires in order to perform its duties from any employee of the Company.

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SCHEDULE E TERMS OF REFERENCE FOR THE SOCIAL RESPONSIBOLITY COMMITTEE Constitution 1. The Board of Coca-Cola Hellenic hereby establishes a Committee of the Board to be known as the Social Responsibility Committee. Membership 2. The Committee shall be appointed by the Board from among the Non-Executive Directors of the Company and shall consist of not less than three members. The Chairman of the Committee shall be appointed by the Board and shall be an independent Non-Executive Director. At least one member of the Committee shall be from among the Directors nominated by the Kar-Tess Group, and at least one member shall be from among the Directors nominated by The Coca- Cola Company. 3. A quorum shall be two members. Decisions will be taken by majority vote. In the event of a tied vote on any issue, the Chairmans vote shall decide the issue. Attendance at Meetings 4. Attendance at the meetings may be by telephone or video conference. The Managing Director and Public Affairs Director shall normally attend meetings. 5. The Public Affairs Director shall be the Secretary of the Committee. Frequency of Meetings 6. Meetings shall be held not less than four times a year at such time and place as may be designated by the Committee or the Chairman and will normally be convened in connection with the Board Meetings. 7. Notice of each meeting shall be given to each member of the Committee at least five working days before the day on which the meeting is to be held confirming the venue, time and date. An agenda of items to be discussed together with supporting papers shall be sent to members of the Committee and to other attendees as appropriate, in sufficient time prior to each meeting to allow members to prepare adequately. 8. The Committee shall meet more frequently as circumstances dictate, upon the request of the Chairman or any two members of the Committee. The external auditors may request a meeting if they determine that one is necessary.

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9. The Committee shall keep minutes of its proceedings and shall cause the minutes to be recorded by the Secretary of the Committee in books kept for that purpose in the offices of the Company. Minutes of meetings of the Committee shall be circulated to all members of the Committee and, once agreed, to such members of the Board as shall request a copy, unless a conflict of interest exists or where the Committee determines it to be inappropriate to do so for reasons of confidentiality. Duties 10. The duties of the Committee shall be to: a. Establish the principles governing the Companys policies on social responsibility and the environment, which will guide managements decisionmaking and action. b. Oversee the development and supervision of procedures and systems to ensure the achievement of the Companys social responsibility and environmental goals. c. Ensure the necessary and appropriate transparency and openness in the Company's business conduct in pursuit of its social responsibility and environmental goals. d. Establish an Operating Council responsible for developing and implementing policies and strategies to achieve the companys social responsibility and environmental goals and ensuring group wide capabilities to execute such policies and strategies. e. Ensure and oversee the Companys communication to stakeholders of its social responsibility and environmental policies, goals and achievements, including the level of compliance with internationally accepted standards. f. Review Company policies on environmental, human rights, and other topics as they relate to social responsibility issues. g. Review reports and activities from executive and specialist groups managing social responsibility matters across the Companys operations. h. Review the implementation at the Company of programs, pilot studies, surveys and other activities regarding social responsibility. i. Review best practices in social responsibility.

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j. Review the Companys internal and external communication policies in relation to social responsibility programs. k. Discuss with external auditors or other stakeholders (in the absence of management where appropriate) their perspectives on the Companys social responsibility programs, performance and progress. l. Review the integration of social responsibility programs with policies on the management of business risk and reputation. m. Review, evaluate and recommend to the Board, changes in the Companys Code of Business Conduct, in the areas within its responsibility. n. Consider other topics as appropriate. Reporting 11. The Committee shall inform the Board of policy decisions and achievements of goals in the areas within its responsibility and shall make recommendations to the Board where appropriate. Resources and Authority of the Committee 12. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. 13. The Committee is authorised by the Board to seek any information it requires in order to perform its duties from any employee of the Company.

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SCHEDULE F CORPORATE AUDIT DEPARTMENT CHARTER MISSION The mission of the internal auditing department is to provide independent, objective assurance and consulting (advising) services designed to add value and improve the organisation's operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. To Serve ...the shareholders, the Board of Directors, Audit Committee and Management in their role of establishing an effective internal control environment, by evaluating the Company's internal control system and business processes, and identifying opportunities to improve the overall Company internal control environment. To Support ....our business units by suggesting ways of enhancing current performance and sharing best control practices across CC Hellenic. To Supply ...a high quality source of future management talent. To Assist . . . management in fulfilling their responsibilities regarding financial reporting and internal control assertions and certifications by establishing the framework and guidance for testing of internal controls over financial reporting with the overall objective for compliance with the Sarbanes and Oxley, Section 404 regulation. SCOPE OF WORK The scope of work of the internal audit department is to determine whether the Company's network of risk management, control and governance processes, as designed and represented by Management, is adequate and functioning properly. Internal Audit functions as a key element in the Company's overall system of internal control by providing monitoring services that assist Management in ensuring that: Risks are appropriately identified and managed. Significant financial, managerial and operating information is accurate, reliable and timely. Employees' actions are in compliance with policies, standards, procedures and applicable laws and regulations. Resources are acquired economically, used efficiently, and adequately safeguarded.

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 Programs, plans and agreed objectives are attained by the Business Units and Functions, in line with communications to Management. Quality and continuous improvement are fostered in the organisation's control processes. ACCOUNTABILITY The members of the Internal Audit department will report directly to the Director of Internal Audit. The Director of Internal Audit will report directly to the Audit Committee of the Board of Directors. These reporting relationships are designed to ensure departmental independence, promote comprehensive audit coverage, ensure adequate consideration of the audit recommendations and related Management actions, and to comply with applicable Greek legislation. The Director of Internal Audit shall be responsible to the Audit Committee to: Provide, at least annually, an overall assessment on the adequacy and effectiveness of the Company's processes for controlling its activities and managing its risks in the areas set forth under the mission and scope of work. On a quarterly basis, report significant issues, control weaknesses or breakdowns in the processes of the areas audited or reviewed, including recommendations for improvements to the processes, and provide information regarding timely resolution of agreed Management actions. Present the annual internal audit plan for approval and periodically provide information on the status of the approved plan, and the adequacy, competency and capability of department resources. Coordinate with and provide oversight to other monitoring functions (i.e., risk management, legal, external audit). AUTHORITY In the performance of its audits and related activities, the Director of Internal Audit and the audit staff: Have unrestricted access to all Company records, property, employees and activities Have full and free access to the Audit Committee May allocate departmental resources, determine scopes of work, and apply the necessary techniques required to accomplish the audit objectives May obtain the necessary assistance of personnel in the business units, as well as other specialised services from within or outside the Company.

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Internal Audit exercises discretion in its audits and special reviews to assure the confidentiality of all matters that come to their attention. Maintaining objectivity is essential to the proper fulfillment of internal audit's duties. Therefore, Internal Audit shall have no direct authority over the activities or the personnel that fall under its review. The Business Unit Managers and Function Heads decide the corrective actions for the internal control weaknesses identified, and maintain responsibility for the adequacy and effectiveness of the unit/function's internal control system. The performance of internal audits and special reviews does not relieve or transfer Management's responsibilities. The specific administrative approvals and authority for the Director of Internal Audit's remuneration and other items is governed by the Corporate Audit Department Authority Requirements, Appendix A, approved by the Audit Committee in December 2003 and reconfirmed in March 2009. STATEMENT OF RESPONSIBILITIES The Director of Internal Audit and staff of the internal audit department have the following responsibilities: To use an appropriate risk-based methodology in the performance of all audits. To implement the annual audit plan, as approved, including as appropriate any special tasks or projects requested by Management and the Audit Committee. To maintain a professional audit staff with sufficient knowledge, skills, experience, and professional certifications to meet the requirements of this Charter. To evaluate the adequacy of internal operating, accounting, financial reporting, information technology and administrative controls. To provide timely written reports to appropriate members of Management for each audit or related service provided. And, to assist Management in the development of cost beneficial procedures that can be implemented to address weaknesses in the internal control environment. To provide services that enhance the Company's control environment by developing and delivering control-related training to appropriate Company personnel. To issue periodic reports to the Audit Committee and Management summarising results of audit and related activities. And, to keep the Audit Committee and Management informed of emerging trends and successful practices in the internal audit profession. To assist in the investigation of significant suspected fraudulent activities within the Company and to notify Management and the Audit Committee of the results. To coordinate audit planning with the Company's independent external auditors to ensure efficient and effective internal and external audit activities.

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 To monitor the company's related party relationship and transactions with affiliated companies, as required by Greek legislation 5/204/14-11-2000 To monitor the whistle blower hotline including receipt, retention, and treatment of complaints about accounting and auditing matters. Reporting to the Audit Committee Chairman all such accounting allegation, complaints or concerns received via the hotline or via other means. To establish a quality assurance program by which the Director assures the operation of internal auditing activities. To provide adequate follow-up to ensure corrective action is taken and evaluate its effectiveness and report results. To coordinate audit efforts with the Company's external auditors. To establish and report key department operating performance results. STANDARDS OF AUDIT PRACTICES The internal audit department will meet or exceed the Standards for the Professional Practice of Internal Auditing of The Institute of Internal Auditors. Independence: In all matters relating to the audit work, the audit organization and the individual auditors, should be free from personal and external impairments to independence, should be organizationally independent, and should maintain an independent and objective attitude in appearance and in fact. Code of Ethics: The provisions of this Code of Ethics cover basic principles in the various disciplines in the practice of professional internal auditing. Internal auditors shall realise that individual judgment is required in the application of these principles. They have a responsibility to conduct themselves so that their good faith and integrity should not be open to question. While having due regard for the limit of their technical skills, they will promote the highest possible internal auditing standards. Articles/Guiding Principles: CC Hellenic internal auditors: Shall have an obligation to exercise honesty, objectivity, integrity and diligence in the performance of their duties and responsibilities. Shall not knowingly be part of any illegal or improper activity. Shall not enter into any activity that may be in conflict with the interest of their employers or which would prejudice their ability to carry out, objectively and independently, their duties and responsibilities.

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Shall not accept a fee or a gift from a Company employee, consultant, or Company vendor, if such gift or fee can be perceived as excessive or outside of the normal business policies. Shall be prudent in the use of information acquired in the course of their duties. They shall not use confidential information for any personal gain nor in a manner that would be detrimental to the welfare of the Company, its employees, managers, directors, and board members. Shall use all reasonable care to obtain sufficient factual evidence to warrant conclusions and statements presented. In their reporting, members shall reveal such material facts known to them, which, if not revealed, could either distort the report of the operations under review or conceal unlawful practice. Shall continually strive for improvement in the proficiency and effectiveness of their service. Shall abide by the rules set forth in this Charter and those of the Company's Code of Business Conduct. In the practice of their profession, they shall be ever mindful of their obligation to maintain a high standard of competence, morality, and dignity.

SCOPE OF AUDITS The nature and type of audits performed can be categorized as follows: Financial Operational Compliance All audits may include elements of each of the above. Financial Audits The Internal Audit objective of a financial scope audit is to determine if adequate controls are in place and operating effectively to ensure the accuracy, reliability and integrity of financial and operational information. Operational Audits The Internal Audit objective for an operational audit is to ensure that controls are in place to effectively and efficiently manage and safeguard Company resources and assets. Compliance Audits Integrated throughout the audit process is the objective that controls are in place to ensure compliance with all applicable laws, regulations, contracts and Company policies and procedures, for the areas reviewed.
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Appendix A

Corporate Audit Department Authority Requirements

Approved by: Authority delegated to:

Approval of CAD Annual Business Plan (ABP), including, but not limited to: Overall Resource Levels, Physical Location Decisions, Capital Appropriation Requests Approval of CAD Annual Audit Travel/ Site Plan Expenditures (i.e., Audit Director's expense reports, departmental invoices) in line with the ABP Any expenses, capital requests, or resource commitments in excess o f the ABP Transfers, Hires, Terminations, Vacations, Compensation and related decisions for members of CAD, excluding the Audit Director Audit director's vacation and other work leave arrangements Audit Director's Annual Performance Evaluation, Objectives and Development Plan Audit Director's Compensation Structure (i.e., MIP, Merit, LTIP)

Audit Committee

Audit Committee Any member of the CCH's Operating Committee Audit Committee

Audit Director and CCH 1 Human Resources dept Any member of CCH's Operating Committee Audit Committee, based on input from CCH Management HRC, based on CCH Compensation Guidelines and input from the AC

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SCHEDULE G CODE OF BUSINESS CONDUCT

WHAT YOU SHOULD KNOW ABOUT THE CCHBC CODE OF BUSINESS CONDUCT Coca-Cola HBC is firmly committed to conducting business in compliance with the highest ethical standards and all applicable laws. Laws and standards for business conduct are becoming more demanding than ever before. Failing to comply with these requirements could expose us to serious harm. For us integrity means living up to the standards we have committed to, both legal requirements and company policies. Nothing is more important. This new Code of Business Conduct is designed to give you a broad and clear understanding of the conduct required by all of our employees wherever we do business. The Code of Business Conduct applies to all directors, officers, and employees of Coca-Cola HBC and all of its subsidiaries. The following pages describe our core values and a series of guidelines for the proper conduct of representatives of Coca-Cola HBC. Most of what you will read will not surprise you. The overarching theme of the Code of Business Conduct can be summed up this way: As a representative of the company, you must act with honesty, respect and integrity in all matters. OUR VALUES Commitment To stretch ourselves to deliver outstanding performance. Teamwork To effectively share best practice, support our colleagues to achieve both country and Group-wide goals, and draw from the best resources available across the Group.

Accountability To be individually and transparently accountable to our colleagues for delivering agreed targets and goals.

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People To focus on creating an environment in which a group of highly skilled and motivated people are exceptionally well trained, developed, challenged, respected, rewarded and able to have fun while achieving results.

Quality To be committed, in each part of the business, to total quality of products, people, customer service, operations, and execution in the marketplace. Integrity To conduct our business openly and honestly to the highest ethical standards. All of the above require tremendous creativity and effort, but this is precisely what makes it so exciting and rewarding to be part of Coca-Cola HBC and its development. OUR COMMITMENT TO EMPLOYEES Employment Practices Within our company we promote equality of opportunity. Selection and reward are based on merit without regard to race, color religion, sex, sexual orientation, citizenship status, national origin or disability. We will comply with all applicable laws relating to employment practices. Personal Development We provide our employees a full opportunity to contribute to the success of the business through individual participation and challenging responsibilities. We believe that learning on the job and training to develop specific skills are fundamental to the quality of the contribution each employee makes to the company. Employee Records The company will safeguard the confidentiality of employee records by advising employees of all personnel files maintained on them, collecting only data related to the purpose for which the files were established and allowing those authorized to use a file to do so only for legitimate company purposes. Employees will be allowed to inspect (and challenge for correction as necessary) all information in their personnel files, except for confidential letters of recommendation, material relating to other employees, investigatory materials and audit materials, unless otherwise provided

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under applicable law. The company will comply with all applicable laws relating to employee records and personnel files. SOME HIGHLIGHTS OF THE CODE You must follow the law wherever you are located. You must avoid conflicts of interest. Be aware of appearances and perceptions. Financial records - of both internal activities and external transactions - must be timely and accurate. Public disclosure and any communication to regulatory authorities must be full, fair accurate, timely and understandable. Company assets - including computers, equipment and vehicles - must be used with care and not for personal benefit or to compete with the company. Customers, suppliers and competitors must be dealt with fairly and at arm's length. You must never attempt to bribe or improperly influence a government official. You must safeguard the company's non-public information and must not trade in Coca-Cola HBC or any other company's securities based on non-public information. You must contribute, whenever possible, towards the effective implementation of the company's environment protection and workplace safety policies. Violations of the Code include asking others to violate the Code, not reporting a Code violation, or failing to cooperate in a Code investigation. Violations of the Code will always result in a disciplinary action. Discipline will vary depending on the circumstances and may include, alone or in combination, a letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension or termination. Under the Code, certain actions require prior written approval by your General Manager, or sometimes by the Chief Financial Officer (CFO), General Counsel and/or Director of Internal Audit. For those who are themselves General Managers, prior written approvals, when required, must come from the General Counsel and Chief Financial Officer.

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 Prior written approvals for executive officers and directors must come from the Audit Committee. If you have any questions about a situation, ask before you take action. YOUR RESPONSIBILITIES It is your responsibility to read and understand the Code of Business Conduct. You must comply with the Code in both letter and spirit. Ignorance of the Code will not excuse you from its requirements. Follow the law wherever you are and in all circumstances. Never engage in behavior or activities that could harm the reputation of the company Some situations may seem ambiguous. Exercise caution when you hear yourself or someone else say "It has always been done this way," "Everybody does it," "Maybe just this once," "No one will ever know" or "It wont matter in the end." These are signs to stop, think through the situation and seek guidance. Most importantly, don't ignore your instincts. Ultimately, you are responsible for your own actions. You have several options for seeking guidance. You may discuss concerns with higher level management, responsible employees within the Finance or Legal Departments, or members of the Internal Audit Department.

You are obligated to report violations, and suspected violations, of the Code. This includes situations when others ask you to violate the Code. In all cases, there will be no reprisals for making any reports, and every effort will be made to maintain confidentiality.

Employees should report violations of the Code to their manager or higher levels of management, or to the Finance, Legal or Internal Audit Departments. Employees should report suspected Code:

Violations of a serious nature, such as those involving high levels of management, accounting issues, significant monies or alleged criminal activities to the General Counsel, Chief Financial Officer or Head of Internal Audit immediately.

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 General Managers should report suspected Code violations by persons other than their subordinates to the CFO, General Counsel, or Head of Internal Audit. Executive officers and directors should report any suspected Code violations by employees to the CFO, General Counsel, or Head of Internal Audit and any suspected Code violations by executive officers or directors directly to the Audit Committee.

You are obliged to cooperate with investigations into Code violations and must always be truthful and forthcoming in the course of these investigations.

Managers have important responsibilities under the Code. Managers must understand the Code, seek guidance when necessary and report suspected Code violations. If a manager knows that an employee is contemplating a prohibited action and does nothing, the manager will be responsible along with the employee.

General Managers must diligently review, seeking guidance from the CFO, General Counsel and the Head of Internal Audit when necessary, any request for approval in connection with any circumstance requiring their special permission, as described under the Code.

The most important message is this: When you are uncertain about any situation, ask for guidance. This Code should help guide your conduct. But the Code cannot, and is not intended to, ad-dress every circumstance. You should be aware that the company has policies in such areas as securities trading, whistleblower protection, environmental protection and workplace conduct. You should consult the policies of Coca-Cola HBC in specific areas as they apply.

CONFLICTS OF INTEREST Overview A conflict of interest exists when the duty and loyalty to Coca-Cola HBC of a company director, executive officer or employee may be compromised by his or her personal interests. Your personal activities and relationships must not conflict, or appear to conflict, with the interests of the company. Keep in mind, the Code cannot specifically address every potential conflict, so use your conscience and common sense. When questions arise, seek guidance.

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General Principles Avoid situations where your personal interests interfere, or appear to interfere, with your judgment while acting in the best interests of the company. If you are an employee and you have a financial interest in any transaction between the company and a third party - even an indirect interest through, for example, a family member - that interest must be approved by your General Manager (and if you are a General Manager by the CFO and General Counsel) prior to the transaction. If you are an executive officer you must obtain approval from the Audit Committee. If you are an employee and you have a financial interest in a supplier or customer only because someone in your family works there, then you do not need to seek prior written approval from your General Manager (and if you are a General Manager by the CFO and General Counsel) unless you personally deal with the supplier or customer or your family member deals with the company. If you are an executive officer and prior written approval is required because you personally deal with the supplier or customer or your family member deals with the company, such approval must be granted by the Audit Committee. If you would like to serve as an officer or director or consultant to an outside business on your own time, you must receive prior approval in writing from your General Manager. If your General Manager changes, or the circumstances of the outside business change substantially, you must seek re-approval (employees are permitted, however to serve on charity boards or in family businesses that have no relationship to the company). If you are a General Manager, you must obtain prior written approval by the CFO and General Counsel, and if you are an executive officer you must seek prior written approval from the Audit Committee. Personal loans from the company to directors and executive officers are prohibited. The Board of Directors or its designated committee is responsible for determining what constitutes a "personal loan" in accordance. With applicable laws. Loans from the company to business entities affiliated with any of the company's directors or executive officers may be entered into for legitimate business purposes subject to prior written approval by the Board of Directors or its designated committee and a determination that such loans are fair to the company. Loans from the company to other officers and employees must be approved in advance and in writing by the CFO.

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The Code in Real Life The situation: An administrative assistant's husband owns an office supply firm with lower prices than anyone else. The assistant's duties at the company include ordering office supplies. Can the assistant order supplies from her husband's firm without prior approval of the transaction by her General Manager? The decision No.: This would be a violation of the Code of Business Conduct. A General Manager must approve in advance and in writing any transaction in which an employee has a financial interest. The situation: An account executive considers buying stock in a regional pizza chain, which is one of his customers. He asks his manager whether it is a violation of the Code. The decision: His manager investigates the matter and advises that it would be a violation of the Code to invest in the customer's business without General Managers approval. That's because the account executive has discretionary authority in dealing with that customer. It may be difficult to deal with customers at arms' length when an employee has a personal financial interest. The situation: A route salesperson services a restaurant chain owned by his cousin. The salesperson wonders if that relationship requires special action. The decision: Yes, it does require special action. All customers must be treated fairly and honestly. Even if the cousin's restaurant is not receiving preferential treatment, the relationship could give the appearance of such treatment. The salesperson should tell his manager about the relationship, and the sales manager may decide to put a different salesperson on that account. The situation: A company laboratory employee's wife is employed by a large utility that is a supplier to the company. The wife has no business dealings with the company, and the laboratory employee has no business dealings with the utility. Is the chemist obliged to disclose the relationship? The decision No: But the laboratory employee must seek his General Manager's approval if his job changes so that he deals with the utility, or his wife's job changes so that she deals with the company FINANCIAL RECORDS Overview The company has established and maintains a high standard of accuracy and completeness in its financial records. Every company financial record - including time sheets, sales records and expense reports - must be accurate, timely and in accordance with the law. These records are the basis for managing the company's business and for
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fulfilling its obligations to shareholders, employees, customers, suppliers and regulatory authorities. If you know of violations by others, document the violation, if possible. You must report those instances. If you fail to do so, you are in violation of the Code yourself. Accurate records are everyone's responsibility. It's always a good idea to double-check them. If you have any questions, ask your local finance manager for guidance. If you are a director or an executive officer ask the CFO and/or General Counsel for guidance. You may report complaints or concerns regarding accounting, internal accounting controls, audit matters or matters involving fraudulent behaviour by officers or employees of the company on a confidential or also on an anonymous basis directly to the Director of Internal Audit. General Principles Always record and classify transactions in the proper accounting period and in the appropriate account and department. Delaying or pre-paying invoices to meet budget goals is a violation of the Code. Never falsify any document or distort or disguise the true nature of any transaction. Never establish any undisclosed or unrecorded funds or assets for any use. All transactions must be supported by accurate documentation. Sign only those documents that you believe to be correct and truthful. Retain all appropriate documentation for audit trail purposes. Devise, implement and maintain sufficient internal controls to assure that recordkeeping objectives are met. You must provide full disclosure to, and fully cooperate with, the company's Internal Audit Department and external auditors, as well as with investigations into the accuracy and timeliness of financial records. To the extent estimates and accruals are necessary in company reports and records, they must be supported by appropriate documentation and based upon the best

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available information and professional judgment. Intentional over or under estimation when preparing financial information included in company reports and records is a violation of this Code. The Code in Real Life The situation: As the year is coming to a close, a plant manager realizes that his operation has already exceeded the profit target in its annual business plan. The plant manager asks the Finance Department if he should hold any further income received that year off the books in order to get a head start on the following year. The decision: "Don't even think about it!" he was told. All income and expenses must be recorded in the period they are actually incurred. The situation: A plant employee realizes that the plant manager has asked some suppliers to delay sending invoices until the following year for goods already received. He does this to stay within his annual budget. The decision: The plant manager's action constitutes a violation of the Code. The plant employee should report the violation to the CFO or the General Counsel. The plant employee can also report it to country management or the Internal Audit Department. The situation: An accounting clerk based at the head office in his country is primarily responsible for processing accounts payable of the branches located in the country. Over the last three months he has noticed that the smallest of the branches has purchased four personal computers and two televisions and charged these purchases to maintenance expenses. The payables documents have been approved by the branch manager but this looks suspicious. What should he do? The decision: He should promptly report his suspicions to his supervisor who will take it up with the country finance manager and if he feels the matter is still not being adequately dealt with, he should contact the Finance Department or the Internal Audit Department. The situation: A warehouse supervisor works in a sales center that sells about 2 million cases a year and has, on average, about 50,000 cases in inventory on hand. The inventory's recent month-end inventory count revealed a 3,000 case variance between the count quantities and the quantities on the perpetual inventory reports. The warehouse supervisor suspects the variance is due to computer error. What should he do?

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The decision: Good business judgment requires that he investigate, determine and document the reasons for the inventory variance. He should also make the necessary adjustments to the quantities in the perpetual inventory reports based upon the results of his research. The situation: a customer demands that a salesperson alter an invoice. The customer wants the invoice to show a higher price than he actually paid and delivery to a different country than was actually the case. The customer asserts that he will no longer buy from the company unless the salesperson agrees to the falsified invoice. The decision: Refuse to play along with the customer and inform your supervisor of the circumstances. The situation: A General Manager instructs his finance manager to make an incorrect entry in the Company's books. The decision: The finance manager must report the situation to the CFO, General Counsel or Head of Internal Audit. Following orders to commit a Code violation is no excuse CORPORATE OPPORTUNITIES AND USE OF COMPANY ASSETS Overview Employees, officers and directors should refrain from using company property, information, or position for personal gain and from competing with the company. All employees have an obligation to protect company assets and resources, including exercising care in using company property of any kind, such as equipment, vehicles and computers, and bringing to the attention of their supervisor or General Manager any waste, nuisance, destruction or theft of company property. General Managers, executive officers and directors are responsible for designing, establishing and administering appropriate policies to safeguard the company's assets. Company assets include the company's equipment and vehicles, computers and software, company information, the company's reputation, trademarks and name, as well as the right to use trademarks licensed from The Coca-Cola Company and other trademark owners. Company assets are meant for company, not personal, use. Common sense should prevail of course. The occasional personal phone call from your workplace, for example, is inevitable. Substantial personal phone calls, however could represent mis-

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use. The point is to recognize that theft or deliberate misuse of company assets is a violation of the Code. General Principles You may not use the company's assets for your personal benefit or the benefit of anyone other than the company You should not compete, either on your own or in collaboration with third par-ties, against the company You may not take for yourself or direct to a third party any opportunity for financial gain that you find out about because of your position at the company or through the use of company property or information. Misuse of company assets may be considered theft and result in termination or criminal prosecution. Before accepting payment for speeches or presentations related to the company or your work at the company, always get your General Manager's prior written approval. If you are a General Manager, you must have prior written approval from the CFO and General Counsel, and if you are an executive officer, or a director you must have prior written approval from the Managing Director. Company computer systems and equipment are meant for company use, and for use in accordance with the applicable security measures and internal controls. For example, they should never be used for outside businesses, illegal activities, gambling or pornography. You may not download or store illegal or inappropriate contents from the internet on your company computer. Always use licensed software in accordance with the terms of the relevant licensing agreement, which is available from your Country Human Resources Manager. Copies of software may be made only as specified in the relevant licensing agreement. You must not sell, transfer or otherwise make available to any unauthorized person any software products or related documentation. The Code in Real Life The situation: A company employee's responsibilities include brand management. On his own time, he begins marketing that expertise, using materials prepared as part of his work at the company and giving talks on the topic to other companies for a fee. The decision: Because the employee did not seek and obtain his General Manager's approval, his actions constitute violation of this Code.

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 The situation: An account executive has a friend who wants to borrow a list of company e-mail addresses. The friend wants to send e-mail solicitations for his business to company employees. The decision: What would be a misuse of company assets. The account executive should explain that to his friend, and decline the request.

FAIR DEALING Overview The company has a history of succeeding through honest business competition. The company does not seek competitive advantages through illegal or unethical business practices. It often is customary to exchange gifts and entertainment with customers and suppliers. The key to such exchanges is to maintain an arms length relationship. It is very important that the company and its employees, executive officers and directors always deal honestly and with integrity with persons and organizations with which they transact business. Avoid excessive or lavish gifts that may give the appearance of undue influence. Avoid personal financial transactions with customers and suppliers that may influence your ability to perform your job. You should know that special restrictions apply when dealing with government employees. For more information, see the next section on Working with Governments. In all cases, when in doubt, seek guidance.

General Principles You should always endeavor to deal fairly with the company's customers, suppliers, competitors and employees. No one should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing. You should always select and deal with suppliers who are doing, or seeking to do, business with the company in a completely straightforward, honest manner, based upon the merits of such persons and their products and services and without any special considerations given back to them or their friends or families. The Code prohibits directors, executive officers and employees from accepting lavish gifts or entertainment. This is an area in which your judgment is critical. For instance, a modest holiday gift to a valued customer in accordance with local custom,
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and for purposes of enhancing the goodwill of a legitimate business relationship is usually fine. But an expensive weekend trip may not be. It is sometimes difficult to define excessive, and what is customary and appropriate differs from country to country. In certain occasions, individual modest gifts could be deemed excessive because of their aggregate value and relevant circumstances. If you are uncertain, seek prior written approval from your General Manager, or if you are a General Manager from the CFO and General Counsel. If you are an executive officer or a director, you should seek such approval from the Audit Committee.

Acceptance of cash or a cash-equivalent is forbidden under any and all circumstances.

Cash or a cash-equivalent should never be given as a gift to a person who does business or would like to do business with the company.

Gifts and entertainment for customers, potential customers and suppliers must support the legitimate business interests of the company and should be reasonable and appropriate under the circumstances. Always be sensitive to our customers' and suppliers' own rules on receiving gifts and entertainment. If you are in doubt, seek prior written approval from your General Manager, or if you are a General Manager from the CFO and General Counsel. If you are an executive officer or a director, you should seek such approval from the Audit Committee.

Company stock cannot be given as a gift on behalf of the company under any circumstances. The Code in Real Life The situation: A manager's job often calls for entertaining customers or prospective customers, which might include giving tickets to sporting events, arts events, buying dinner and accompanying these persons to the events. Does the Code allow this? The decision: It is appropriate and customary for the company and employees with customer responsibilities to use dinners, sporting and cultural events and other forms of socializing to gain, improve and strengthen legitimate business relationships. However, excessive expenditures for entertainment should be avoided. If the value of the entertainment is such that it might cause the customer to feel indebted to the employee or feel obligated to do business with the company, it could be excessive. If

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in doubt, always check with your supervisor who may wish to check with her General Manager for approval. The situation: A purchasing coordinator receives a diamond watch from a supplier who does a lot of business with the company. The purchasing coordinator and the supplier are friends. The decision: The purchasing coordinator should graciously return the watch, explaining that the company does not allow lavish gifts, and report the incident to her supervisor. The situation: An account executive played in a business-related golf tournament. He won the tournament, and accepted the prize - a Caribbean cruise. He checks with his General Manager for approval. The decision: It is acceptable to keep the prize, as it was awarded as part of a legitimate test of skill or luck, and a large number of people participated in the tournament. The situation: A facilities manager supervises a contractor doing renovation work at the company. The contractor suggests that since he has extra time, he could do some work on the manager's home at a deep discount. The facilities manager declines and reports the incident to her supervisor. The decision: She did the right thing. She knows that this is a favor beyond common courtesy, available only because she has hired the contractor for a company project. WORKING WITH GOVERNMENTS Overview Conducting business with governments is not the same as conducting business with private parties. These transactions often are covered by special legal rules. If you are an employee, you should consult with the Legal Department to be certain that you are aware of any such rules and you must have prior written approval by the Legal Department before providing anything of value to a government official. If you are a General Manager, seek prior written approval from the CFO and General Counsel. If you are an executive officer or a director, you must obtain prior approval from the Audit Committee. The company prohibits the payment of bribes to government officials. "Government officials" are employees of any government anywhere in the world, even low-ranking employees or employees of government-controlled entities. The term "government
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officials" also includes political parties and candidates for political office. It is your obligation to understand whether someone you deal with is a government official. When in doubt, consult the Legal Department. In some countries, it may be customary at times to pay government employees for performing their required duties. These facilitating payments, as they are known, are small sums paid to facilitate or expedite routine, non-discretionary government actions, such as obtaining phone service, mail pick-up, power and water supply or an ordinary license. In contrast, a bribe, which is never permissible is giving or offering to give anything of value to a government official to influence a discretionary decision, such as a decision to award new business to the company or to continue doing business with the company. Understanding the difference between a bribe and a facilitating payment is critically important. Consult with the Legal Department before acting. Under some rare circumstances, modest gifts and entertainment, social amenities and other common courtesies may be extended to government officials or government employees, but only to the extent appropriate and reasonable under applicable local laws and customs and only for legitimate business purposes. If you are an employee, always obtain the prior written approval of your General Manager and of the General Counsel. If you are a General Manager, seek prior written approval from the CFO and General Counsel. If you are an executive officer or a director, you must obtain prior approval from the Audit Committee. General Principles The ban on bribes applies to third parties acting on behalf of the company, including all contractors and consultants. You must not engage a contractor or consultant if you have reason to believe that the contractor or consultant may attempt to bribe a government official. The company may hire government officials or employees to perform services that have a legitimate business purpose, with the prior approval of the General Manager For example, an off-duty police officer might provide security. Government officials should never be hired to perform services that conflict in any manner or degree with their official duties or the duties and obligations of the governmental agencies by which they are employed. Prior to hiring a government official or employee, the General Manager should inquire if the governmental agency involved permits its employees to be hired by local businesses.

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 The General Manager, CFO and the General Counsel must all approve in writing any contract to hire a government employee or official. Political contributions by the company are not permitted except with the prior written approval of the CFO and the General Counsel. The Code in Real Life The situation: A finance manager paid $20 to an employee of a government-owned telephone company to ensure a telephone line was installed at a company office on time. Is this a facilitating payment? The decision yes: However if the payment had been large, say $ l,000, that might be an indication that this was not a routine governmental action and might constitute a bribe. In every case, employees must seek approval for facilitating payments, and must record these actions appropriately. The situation: A General Manager entertained a government official in charge of issuing special permits to allow route trucks in a restricted area. During the meeting, the General Manager gave a television and DVD player to the official as "a token of respect for the esteemed minister". The decision: That was a bribe. It was a violation of both the Code and the law. The situation: Is it permissible to take a government official to lunch? The decision: The company is not opposed to appropriate business meetings with local government officials to discuss legitimate mutual business issues and to help officials better understand the nature of the company's business. However, it would not be appropriate to use the excuse of such a "business meeting" to provide excessive entertainment for purposes of gaining special treatment for the company. PROTECTING INFORMATION Overview It is your obligation to safeguard the company's non-public information. You may not share this information with anyone outside the company, including your family members and friends, unless it is necessary as part of your work responsibilities. This information is company property and you may not disclose it to others even after you leave the company. You should also limit the sharing of company confidential

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information within the company to those of your colleagues who need to know such information for business purposes.

Non-public information is any information that has not been disclosed or made available to the general public. Trading in stocks or securities based on non-public information, or providing non-public information to others so that they may trade, is illegal and may result in prosecution. Non-public information includes items such as financial or technical data, plans for acquisitions or divestitures, new products, inventions or marketing campaigns, personal information about employees, major contracts, expansion plans, financing transactions, major management changes and other corporate developments. All employees, not only managers, executive officers and directors, may have nonpublic information at any point in time. It is not always apparent when you can trade in Coca-Cola HBC shares or another company's shares. The company's Code of Dealing contain specific rules and guidelines as to what constitutes price-sensitive non-public information and set specific conditions as to when and how you may trade Coca-Cola HBC shares or another company's shares. If you have doubts check this code, which is available on the company's intranet, and/or ask for guidance from the Legal Department.

Principles Do not disclose non-public information to anyone outside the company, except when disclosure is legally mandated or is required for business purposes and appropriate steps have been taken to prevent misuse of the information. You may not buy or sell stocks or securities of Coca-Cola HBC or another company based on non-public information: Disclosing non-public information to others, including family and friends, is a violation of the Code and may violate the law. Just as the company values and protects its own non-public information, we respect the non-public information of other companies. If you have any questions about obtaining or using non-public information of other companies, check the Code of Dealing and/or contact the Legal Department for guidance.

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 Records should be retained or discarded in accordance with the company's record retention policies. In the case of actual or threatened litigation or governmental investigation, you must consult with the Legal Department for instructions on how to handle any relevant records. The Code in Real Life The situation: A sales manager is preparing a presentation on a new company promotion. She is excited about the plan and wants to discuss it with a friend outside the company. She is not sure if that would be a Code violation, so she checks with her manager. The decision: It's a good thing she checked. Sharing non-public information is a Code violation, even if the recipient doesn't work for a competitor, customer or supplier. The situation: An administrative assistant hears an office rumor that the company is considering acquiring a small, publicly traded mineral water firm. She wonders if it is OK to acquire some of the stock of the other beverage company. She asks her manager. The decision: Doesn't buy the stock, the manager says, after seeking advice from the Legal Department. It's a violation of the Code and a violation of securities laws on insider trading. The situation: A company employee is told by an employee of the company's longstanding customer (company X) that company X is about to go bankrupt but has not made a public announcement. Can the company employee tell a friend of his who owns stock of company X so that his friend can sell his stock and cut his loss? The decision No.: As the recipient of material non-public information relating to another company, the company employee is prohibited from trading in the stock of that company and from passing the information along to someone else who might trade. The situation: A manager is seeking a supplier to provide construction work for the company and receives three sealed bids for the job. The manager gives his favorite firm the details of the competing bids so that firm could win the business. The decision: That was wrong. The manager disclosed non-public company information and circumvented the bidding process.

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The situation: After an important competitor held a meeting at a hotel, a hotel security guard offers a tape recording of the meeting to a company employee. The decision: The company employee should not take possession of the tape. The situation: A competitor suggests you get together for lunch to discuss the market situation. The decision: You should immediately decline and advise the competitor that under no circumstances may you discuss this or any other competitive matters.

ENVIRONMENT PROTECTION Overview The company recognises its responsibility for the protection of human health, the environment and natural resources. It is the company's policy to operate its facilities and conduct its operations in compliance with all applicable environmental laws, regulations and permits, inlcuding those governing the control, transportation, storage and disposal of regulated materials. Air emissions, waste water, solid waste, hazardous waste and storm water are included among regulated materials.

General Principles The company's highest priority is protecting the safety and health of its employees, consumers, customers and members of the communities where it does business. Coca-Cola HBC is committed to re-use, recycling and recovery programs for its wastes and to disposing of its unrecoverable wastes safely and with minimal impact. The company applies strict conservation methods to its use of resources, including water, packaging, energy and other raw materials. Become familiar with the company's policies and procedures. Ask questions if you don't know.
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The Code in Real life The situation: What should I do if I know or suspect that a present or potentially adverse environmental impact is occurring at my facility? The decision: You need to bring your concern to the attention of your supervisor or facility manager. If the issue cannot be resolved by your local management, take the issue to your General Manager or you may contact, on a confidential basis, the Head of Internal Audit or the General Counsel. The situation what would the company do in the event that there had been a severe accident that was causing the plant to operate out of compliance? The decision: Local management should temporarily shut down the particular operation involved until the situation is resolved, if this is necessary in order to maintan compliance with environmental laws and regulations or to protect human health or the environment. If practical under the circumstances, plant management first should seek guidance from their supervisors before taking such action. The goal is to ensure that the company's operations will not put the environment or the communities in which the company operates at risk. WORKPLACE SAFETY Overview It is the company's policy that its operations be managed to protect the health and safety of its employees and the communities where it does business. Sound operating practices are followed to foster a safe working environment. General Principles Accident prevention is an operating responsibility. It demands the same management and control that is given to other aspects of improving efficiency in operations, and therefore, managers and supervisors are directly responsible for continuous efforts toward the prevention of accidents. Management at all levels must diligently enforce this policy. Safety is the responsibility of each and every employee. Employees can prevent injury to themselves and their co-workers by always following safe work practices and reporting any unsafe conditions you observe. Many employees go beyond these basic
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responsibilities by participating on safety committees, giving management input on safety policies and procedures, helping conduct safety inspections or assisting with accident investigations. The success of any accident prevention effort depends on the co-operative and active support of all company employees. Accident prevention and the preservation of the health and safety of employees is a co-operative effort for the benefit of all, and the company expects employees to follow safe work practices in the interest of their own safety as well as that of fellow employees. The Code in Real Life The situation: What should I do if I am assigned to perform a task that I believe is unsafe? The decision: You need to bring your concern to the attention of your supervisor or facility manager. If the issue cannot be resolved you should bring it to the attention of the Safety Officer or Safety Committee. If you are aware of safety violations you should also report them to the local management. If they fail to act, take the issue to your General Manager, your Human Resources Manager or if there is a serious safety violation, you may contact, on a confidential basis, the Head of Internal Audit or the General Counsel. ADMINISTRATION OF THE CODE Distribution All company directors, officers and employees will receive a copy of this Code at the time they join the company and will receive periodic updates. Also, any agent, consultant, government official or government employee who is retained by the company should receive this Code and understand the obligations under it. Major suppliers should also be made aware of the contents of this Code. Approvals The appropriate General Managers, the CFO, General Counsel and Head of Internal Audit must review and approve in writing any circumstance requiring their special permission, as described in the Code. Copies of these approvals should be maintained by the company and made available to auditors or investigators.

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Waivers of any provision of this Code for executive officers or directors must be approved in writing by the Audit Committee and will be disclosed to the extent required by law or regulation. Monitoring Compliance Directors, executive officers and employees should take all responsible steps to prevent a Code violation. Employees should report suspected Code violations to their manager or higher levels of management, or to the Finance, Legal or Internal Audit Departments. Employees should report suspected Code violations of a serious nature, such as those involving high levels of management, significant monies, financial misstatement, or alleged criminal activities to the General Counsel, Chief Financial Officer or Head of Internal Audit immediately. General Managers should report suspected Code violations by persons other than their subordinates to the CFO, General Counsel, or Head of Internal Audit. Executive officers and directors should report any suspected Code violations by employees to the CFO, General Counsel, and Head of Internal Audit and any suspected Code violations by executive officers or directors directly to the Audit Committee. Any concerns regarding questionable accounting or auditing matters may be communicated directly to the Director of Internal Audit. All such communications will be kept confidential and may even be submitted on an anonymous basis. The Company will not punish you or allow retaliation against you for making a good faith report of a violation of this Code. Investigations The responsibility for administering the Code, investigating violations of the Code and determining corrective and disciplinary action with respect to employees rests with the Managing Director, General Counsel and CFO. The company's Legal and Finance Departments and local management under the supervision of the relevant Country Manager may conduct or manage investigations as deemed appropriate on behalf of the General Counsel and CFO. The Internal Audit Department must be notified of any investigation and also may be involved in the investigation. These departments will work together with the employee's managers to recommend corrective and disciplinary actions for presentation to the General Counsel and the CFO.

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The CFO, the General Counsel and the Head of the Internal Audit Department will periodically report Code violations and the corrective actions taken to the Audit Committee of the Board of Directors. The responsibility for administering the Code, investigating violations of the Code and determining corrective and disciplinary action with respect to executive officers and directors rests with the Audit Committee. The Audit Committee may conduct or manage investigations either directly or through its designated committee and in coordination with the Internal Audit Department or other employees. Disciplinary Actions The company strives to impose discipline for each Code violation that fits the nature and particular facts of the violation. The company uses a system of progressive discipline. The company generally will issue warnings or letters of reprimand for less significant, first-time offenses. Violations of a more serious nature may result in suspension without pay, demotion, loss or reduction of bonus or option awards, or any combination thereof. Termination of employment is generally reserved for conduct such as theft or other violations amounting to a breach of trust or significant fraud, or for cases where a person has engaged in multiple violations. In addition, the company may seek reimbursement for losses or recovery of damages by a civil suit or refer the matter to local authorities for criminal procedures. Any disciplinary action will be taken in accordance with applicable laws and collective bargaining agreements. Violations of this Code are not the only basis for disciplinary action. The company has additional policies and procedures governing conduct that may entail their own disciplinary consequences. Reporting Procedures All Code violations are required to be reported to the Company's Audit Committee and, therefore, should be fully documented together with details of the corrective action taken. This report should be forwarded to the Head of Internal Audit with a copy to the General Counsel as soon as possible, but normally not later than one month after the date that local management became aware of the violation or possible violation.

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Review of Compliance Procedures The Group Finance, Legal and Internal Audit Departments in conjunction with the Audit Committee will periodically review the above procedures to ensure proper enforcement and administration of the Code. IT'S UP TO YOU Administration of the Code is everyone's responsibility. There are colleagues to help you do the right thing. If you act with integrity and seek guidance when you are uncertain, you will be doing the right thing. These guidelines do not create any contractual rights of any kind between Coca-Cola Hellenic Bottling Company S.A. or any of its direct or indirect subsidiaries and its or their employees. In addition, all employees should understand that these guidelines do not modify their employment relationship, whether at will or governed by contract. Coca-Cola Hellenic Bottling Company S.A. reserves the right to amend or alter this Code at any time and for any reason. USEFUL CONTACT INFORMATION Chief Financial Officer General Counsel Head of Internal Audit Human Resources Director Chairman of Audit Committee + 30 210 618 3295 + 30 210 618 3137 + 30 210 618 3113 + 30 210 618 3134 + 44 (0) 1483 285 499

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