* USE TO TENDER COCA-COLA HELLENIC SHARES IN THE GREEK STATUTORY SELL-OUT ONLY *

Declaration of Share Election

to exchange one ordinary share

of

Coca-Cola Hellenic Bottling Company S.A.

for

one new ordinary share or one American Depositary Share, each representing one ordinary share

of

Coca-Cola HBC AG

Pursuant to the Offer to Exchange/Prospectus

Dated March 19, 2013 (as amended or supplemented)

THIS DECLARATION OF SHARE ELECTION (THIS "DECLARATION") IS FOR USE BY HOLDERS OF ORDINARY SHARES OF COCA-COLA HELLENIC BOTTLING COMPANY S.A. ("COCA-COLA HELLENIC") IN THE UNITED STATES WHO (I) HAVE NOT TENDERED OR HAVE NOT VALIDLY TENDERED THEIR COCA-COLA HELLENIC SHARES IN THE EXCHANGE OFFER, (II) WISH TO EXERCISE THEIR SELL-OUT RIGHTS AND (III) ELECT TO RECEIVE ORDINARY SHARES OR AMERICAN DEPOSITARY SHARES OF COCA-COLA HBC AG ("COCA-COLA HBC") IN THE GREEK STATUTORY SELL-OUT, WHICH IS BEING CONDUCTED AS A SUBSEQUENT OFFERING PERIOD OF THE U.S. OFFER.

THIS DECLARATION OF ACCEPTANCE CAN BE SUBMITTED AT ANY TIME UNTIL THE EARLIER OF THE CLOSE OF TRADING OF THE COCA-COLA HELLENIC SHARES ON THE ATHENS EXCHANGE ON JULY 23, 2013 AND THE EXPIRATION OF THE ELECTION DEADLINE OF THE GREEK STATUTORY BUY-OUT, AS APPLICABLE (THE "SELL-OUT PERIOD"). A SEPARATE ELECTION FORM WILL BE CIRCULATED FOR THE GREEK STATUTORY BUY-OUT, ONCE LAUNCHED. IT IS EXPECTED THAT THE COMPLETION OF THE GREEK STATUTORY SELL-OUT WITH RESPECT TO THE SHARE CONSIDERATION WILL BE PRE-EMPTED BY THE COMPLETION OF THE GREEK STATUTORY BUY-OUT.

This Declaration must be transmitted to your broker, dealer, commercial bank, trust company or other nominee that is an operator (an "Operator") in the Greek dematerialized securities system (the "DSS").

You should note that, in accordance with applicable Greek law and regulation, it is expected that the share consideration in the Greek statutory sell-out will only be delivered approximately eight Greek business days after July 23, 2013.

All elections pursuant to this Declaration are irrevocable. No withdrawal rights apply to the Greek statutory sell-out, which is being conducted as a subsequent offering period of the U.S. Offer.

You must complete any additional information that may be requested by your financial intermediary.

        Terms used in this Declaration shall have the same meaning as in the offer to exchange/prospectus forming part of the registration statement on Form F-4, file number 333-184685, as amended or supplemented (the "U.S. Offer Prospectus"), in connection with the offer to exchange (the "U.S. Offer") each ordinary share (a "Coca-Cola Hellenic Share") of Coca-Cola Hellenic Bottling Company S.A. ("Coca-Cola Hellenic") for one new ordinary share (a "Coca-Cola HBC Share") of Coca-Cola HBC AG ("Coca-Cola HBC") or one American depositary share (a "Coca-Cola HBC ADS"), each representing one Coca-Cola HBC Share.

        You should only use this Declaration if you are a holder, directly or indirectly, of Coca-Cola Hellenic Shares and you are located in the United States.

        If you hold American Depositary Shares representing Coca-Cola Hellenic Shares that you wish to tender in the Greek statutory sell-out portion of the U.S. offer, you may not use this Declaration of Acceptance; rather, you should contact our Information Agent, D.F. King & Co, at +1 (212) 325-2000 from within the United States or +44 207 920-9700 from outside the United States, to obtain a Supplemental Letter of Transmittal for use in the Greek statutory sell-out portion of the U.S. Offer.

The undersigned acknowledges that it is expected that the share consideration offered in the Greek statutory sell-out portion of the U.S. Offer will not be delivered until approximately eight Greek business days following the termination of the Sell-Out Period. Coca-Cola HBC expects that the completion of the Greek statutory sell-out process with respect to the share consideration will be pre-empted by the completion of the Greek statutory buy-out. As a result, there is no assurance that you will receive in the Greek statutory buy-out the form of share consideration you have elected to receive if you exchange your Coca-Cola Hellenic Shares in the Greek statutory sell-out portion of the U.S. Offer.

        This Declaration is submitted for the benefit of:

1.

your Operator;



2.

Hellenic Exchanges S.A., Holdings, Clearing, Settlement and Registry ("HELEX"); and



3.

Coca-Cola HBC.

I.     INFORMATION REGARDING THE TENDERING SHAREHOLDER

Code Number of Investor DSS Account		Securities DSS Account
Surname / Company Name and Company Form(*)
Name		Father's Name
ID Number—Passport Number		Date of Issuing Authority
Tax Registration Number		Tax Authority
Home Address / Registered Seat(*) / Headquarters(*)
Telephone	Fax		E-mail Address
Profession / Main Object of Business(*)		Nationality
Registration Number at the Relevant Publicity Books and Registration Date(*)
Person Responsible for the Legal Entity vis-à-vis the Central Securities Depositary(*)
(CSD) / Contact Persons(*)

(*)

To be completed only by legal entities.

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II.    REPRESENTATIONS AND WARRANTIES OF THE TENDERING SHAREHOLDER

        By submitting this Declaration to the Operator, the undersigned represents and warrants for the benefit of the Operator, HELEX, Coca-Cola HBC and any agent that may be appointed for purposes of the implementation of the Greek statutory sell-out portion of the U.S. Offer (each, an "Agent") and agrees as follows:

1.

The undersigned is a holder of Coca-Cola Hellenic Shares located in the United States or a financial intermediary (regardless where located) acting directly or indirectly on behalf of a holder of Coca-Cola Hellenic Shares located in the United States.

2.

The undersigned elects to receive the share consideration specified in this Declaration in accordance with the terms of the Greek statutory sell-out portion of the U.S. Offer and this Declaration is submitted on its behalf and, as applicable, on behalf of any holder of Coca-Cola Hellenic Shares for which it is acting directly or indirectly.

3.

The undersigned has full power and authority to accept the Greek statutory sell-out portion of the U.S. Offer on its behalf and, as applicable, on behalf of any holder of Coca-Cola Hellenic Shares for which it is acting directly or indirectly and to exchange, contribute, assign and transfer the Relevant Shares (as defined below) and any and all securities or rights issued or issuable in respect thereof.

4.

When Coca-Cola HBC acquires the Relevant Shares pursuant to the Greek statutory sell-out portion of the U.S. Offer and receives transfer thereof, Coca-Cola HBC will acquire good title thereto, free and clear of all liens, charges, encumbrances and other third party interests together with all rights then or thereafter attaching thereto, including, without limitation, voting rights and the right to receive all amounts payable to a holder thereof in respect of dividends and other distributions (in cash or in kind), if any, if the record date for such dividends or other distributions occurs after the date on which such Relevant Shares are transferred to Coca-Cola HBC pursuant to the Greek statutory sell-out portion of the U.S. Offer.

5.

All authority conferred or agreed to be conferred in this Declaration of Acceptance shall survive the undersigned's death or incapacity, and any of the undersigned's obligations hereunder shall be binding upon the heirs, executors, administrators, legal representatives, trustees in bankruptcy, successors and assigns of the undersigned.

6.

Neither HELEX nor any Agent has provided nor will provide to the undersigned any investment services in accordance with Greek Law 3606/2007 on Markets on Financial Instruments, and none of them is responsible for evaluating the wisdom of the acceptance of the Greek statutory sell-out portion of the U.S. Offer by the undersigned.

7.

Submission of this Declaration does not by itself establish a client relationship between the undersigned and HELEX or any Agent.

8.

The undersigned hereby consents to the disclosure of its personal data, their transmission domestically and abroad and their processing by HELEX, any Agent or any other party that may be involved in the process for the implementation of the Greek statutory sell-out portion of the U.S. Offer.

9.

The undersigned hereby confirms that all information, data and/or evidence in relation to its identity have been made available to the Operator of the securities account of the undersigned and authorizes HELEX, Coca-Cola HBC or any Agent to request any such information, data and/or evidence as may be required for the purposes of the Greek statutory sell-out portion of the U.S. Offer or applicable law.

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10.

The undersigned further understands and agrees, as regards HELEX or any Agent acting as such, that:

(a)

the delivery of the Consideration Shares (as defined below) to which the undersigned (as Tendering Shareholder) will be entitled pursuant to the Greek statutory sell-out portion of the U.S. Offer depends on the acts and/or omissions of third parties for which neither HELEX nor any Agent shall be responsible.

(b)

the sole obligation of HELEX and any Agent hereunder to the undersigned is for the proper performance of the authorizations and instructions given pursuant to this Declaration and its actions based on information provided herein.

(c)

(i) HELEX and any Agent will act in accordance with the information provided by the undersigned herein on its behalf and, as applicable, on behalf of any holder of Coca-Cola Hellenic Shares for which it is acting directly or indirectly, (ii) the undersigned acknowledges that neither HELEX nor any Agent has any contractual or other duty to verify, cross-check or confirm any such information and (iii) the undersigned agrees to hold each of HELEX or any Agent harmless from any liability whatsoever, including vis-à-vis any tax, administrative or other authority, in case any information provided herein and on which the HELEX or such Agent has relied proves to be incorrect, to the extent that such party has incurred any liability as a result thereof.

III.  RELEVANT SHARES

        The undersigned hereby elects to receive Consideration Shares pursuant to the Greek statutory sell-out portion of the U.S. Offer and accept without reservation that the following Coca-Cola Hellenic Shares be transferred to Coca-Cola HBC:

Numerically                                                

In words                                                                                               (each, a "Relevant Share")

IV.    DELIVERY OF CONSIDERATION SHARES AND OTHER ACTIONS

        1.     Upon submission of this Declaration to HELEX by the Operator in accordance with applicable law and regulation, the undersigned, as Tendering Shareholder, will be deemed to have agreed to receive Coca-Cola HBC Shares pursuant to the terms of the Greek statutory sell-out portion of the U.S. Offer ("Consideration Shares") and to take all steps, or authorize the Operator, HELEX or an Agent (the Operator, HELEX and any such Agent, in such capacity, the "Attorney-in-Fact"), as applicable, to take all steps reasonably necessary for the delivery of Consideration Shares to or for the benefit of the undersigned in the form that the undersigned has selected pursuant to Section V below, as mandated or permitted, expressly or tacitly, by applicable law and regulation. Without limiting the generality of the foregoing, to the extent Consideration Shares will be issued in a capital increase of Coca-Cola HBC, the undersigned, as Tendering Shareholder, acknowledges and agrees that a contribution-in-kind agreement (the "Contribution-in-Kind Agreement") or any other arrangements necessary or advisable for the implementation of the delivery of Consideration Shares for Relevant Shares may be entered into between the Attorney-in-Fact, in its own name but for the account of the undersigned as Tendering Shareholder, and Coca-Cola HBC or a designee of Coca-Cola HBC.

        2.     For the purposes of delivery of the Consideration Shares to the undersigned in the form selected pursuant to Section V below, the Attorney-in-Fact is hereby instructed, directed and authorized (with power of sub-delegation):

(a)

to take all steps and do all things;

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(b)

to exercise all rights and powers;



(c)

to negotiate, consider, vary, settle, agree and approve all matters (including in relation to any agreement, notarial deed, notice, certificate, application for registration, notification of transfer or other document, irrespective of its legal form, including, without limitation, the agreements and documents referred to in paragraph 3 below of this Section IV (together, the "Relevant Documents")); and



(d)

to sign, deliver and/or issue all Relevant Documents;

in each case which are necessary or advisable in connection with the delivery of the Consideration Shares to the Tendering Shareholder pursuant to the terms of the Greek statutory sell-out portion of the U.S. Offer.

        3.     Without prejudice to the general power given under paragraph 2 above, each Attorney-in-Fact is authorized to:

(a)

enter into the Contribution-in-Kind Agreement and a related subscription form, or any other arrangements contemplated in paragraph 1 above, acting in its own name but for the account of the undersigned, as Tendering Shareholder; and



(b)

effect the transfer (including, without limitation, by providing instructions to the registrar of Coca-Cola HBC) of Coca-Cola HBC Shares initially created in book-entry form through SIX SIS AG for further delivery thereof in the form that the undersigned has elected to receive to:



(i)

Citibank, N.A., as depositary for the Coca-Cola HBC ADSs, if the election "Coca-Cola HBC ADSs" is made below, for further delivery to the undersigned; and



(ii)

HELEX, or a financial intermediary acting for HELEX, if the election "Coca-Cola HBC Shares in DSS" is made below, for further credit to the undersigned.

        The undersigned will, upon request, execute and deliver any additional documents deemed by HELEX, Coca-Cola HBC or any Agent to be necessary or desirable to complete the contribution, assignment and/or transfer of the Coca-Cola Hellenic Shares to Coca-Cola HBC.

        Upon completion of the assignment and/or transfer of the Consideration Shares to which the undersigned, as Tendering Shareholder, is entitled according to this Section IV, the Attorney-in-Fact shall have fulfilled its obligations towards the undersigned as Tendering Shareholder.

V.     CONSIDERATION SHARE ELECTION

        1.     By submitting this Declaration and subject to the terms of the Greek statutory sell-out portion of the U.S. Offer, in consideration for the Relevant Shares, the undersigned elects to receive Consideration Shares in the following form (please tick one box):

Coca-Cola HBC ADSs

Coca-Cola HBC Shares in DSS

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        2.     If the undersigned has selected "Coca-Cola HBC ADSs", ADSs will be delivered in the form of uncertificated ADSs to the undersigned as follows:

Name of Transferee:

Street Address:

City, State and Country:

Zip Code:

Nationality:

Social Security or Tax Identification Number:

        3.     If the undersigned has selected "Coca-Cola HBC Shares in DSS", Coca-Cola HBC Shares will be delivered to the securities account indicated in I. above:

VI.   AUTHORIZATIONS AND INSTRUCTIONS TO THE OPERATOR

        By signing and submitting this Declaration, the undersigned irrevocably authorizes and instructs the Operator, which authorization and instruction shall also apply in the circumstances contemplated by Articles 223 and 726 of the Greek Civil Code:

(a)

to submit this Declaration to HELEX and deliver a copy hereof to any Agent upon the request of such Agent;



(b)

to block the Relevant Shares by moving them from the DSS securities account of the undersigned to the DSS special account of the undersigned;



(c)

to send to HELEX or any Agent the information required under applicable law and regulation; and



(d)

in general, to do any other thing or take any other action which may be necessary or advisable in connection with the authorization and instructions given to the Operator pursuant to this Section VI.

VII. AUTHORIZATIONS AND INSTRUCTIONS TO HELEX

        By signing and submitting this Declaration to HELEX through the Operator, the undersigned irrevocably authorizes and instructs HELEX, which authorization and instruction shall also apply in the circumstances contemplated by Articles 223 and 726 of the Greek Civil Code:

(a)

to move the Relevant Shares from the DSS securities account of the undersigned to the DSS special account of the undersigned and to move the Relevant Shares from the DSS special account of the undersigned to the DSS special account of Coca-Cola HBC in accordance with applicable law and regulation and the terms hereof; and



(b)

in general, to do any other thing or take any other action which may be necessary or advisable (i) to give effect to the authorization and instruction given to HELEX pursuant to this Section VII, and (ii) to complete the transfer of the Relevant Shares to Coca-Cola HBC in accordance with applicable law and regulation.

VIII.  OTHER AUTHORIZATIONS AND INSTRUCTIONS

        Without prejudice to the specific authorizations and instructions given above, by signing this Declaration, the undersigned, as Tendering Shareholder, irrevocably authorizes and instructs each

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Attorney-in-Fact, which authorization and instruction shall also apply in the circumstances contemplated by Articles 223 and 726 of the Greek Civil Code, to take all steps and do all things, exercise all rights and powers, negotiate, consider, vary, settle, agree and approve all matters (including in relation to the Relevant Documents, sign, deliver and/or issue all Relevant Documents) with right of sub-delegation, that are necessary or advisable in connection with the delivery of the Consideration Shares to which the undersigned will be entitled, as Tendering Shareholder, pursuant to the terms of the Greek statutory sell-out portion of the U.S. Offer.

IX.   IRREVOCABILITY OF THIS DECLARATION

        This Declaration is irrevocable.

X.    APPLICABLE LAW

        The undersigned hereby agrees that the rights and obligations of, and the authorizations and power of attorney included herein to, HELEX or any Agent with registered office in the Hellenic Republic shall be governed by Greek law. In addition, the undersigned acknowledges that the Contribution-in-Kind Agreement and the related subscription form shall be governed by Swiss law and that further documents related to the delivery of the Consideration Shares may be governed by foreign law, in particular Greek and Swiss law.

SIGN HERE

Signature(s) of Tendering Shareholder(s)

Date:                                      ,             

Place:                                     

        If any of the Tendered Shares are owned of record by two or more joint owners, all such owners must sign this Declaration.

RECEIPT OF THE DECLARATION BY THE OPERATOR.

        We certify that we received the above Declaration in the name and on behalf of the above mentioned Tendering Shareholder.

Date:                                      ,             

Place:                                     

(Full name of the Operator)

.................................................................................

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        Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for additional copies of the U.S. Offer Prospectus and this Declaration may be directed to the Information Agent at its telephone number and location listed below, and copies will be furnished promptly at Coca-Cola HBC's expense. Holders of Coca-Cola Hellenic Shares may also contact their financial intermediaries for assistance concerning the Greek statutory sell-out portion of the U.S. Offer.

The Information Agent for the U.S. Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers Call Collect:
1 (212) 269-5550
Call Toll-Free:
1 (800) 859-8511

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