8-K12B

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

April 26, 2013

Coca-Cola HBC AG

(Translation of Registrant’s Name Into English)

Baarerstrasse 14, CH-6300 Zug, Switzerland, +41 (041) 561-3243
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F      x      Form 40-F     o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-4, AS AMENDED (FILE NO. 333-184685) FILED BY COCA-COLA HBC AG WITH THE SECURITIES AND EXCHANGE COMMISSION.

Coca-Cola HBC AG

This Report on Form 6-K is being filed for purposes of giving notice that Coca-Cola HBC AG (“Coca-Cola HBC”) has become a successor issuer to Coca-Cola Hellenic Bottling Company S.A. (“Coca-Cola Hellenic”) pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) following completion of the Exchange Offer (as defined below) and for purposes of filing the English translation of the amended and restated Articles of Association of Coca-Cola HBC adopted on April 25, 2013 in the context of the Exchange Offer and the opinion of Bär & Karrer with respect to the validity of the Coca-Cola HBC Shares issued pursuant to the Exchange Offer.

Successor Issuer Status

On March 19, 2013, Coca-Cola HBC commenced an exchange offer (the “Exchange Offer”) for all of the ordinary shares of Coca-Cola Hellenic (“Coca-Cola Hellenic Shares”), including Coca-Cola Hellenic Shares represented by American depositary shares of Coca-Cola Hellenic (“Coca-Cola Hellenic ADSs”).  On April 22, 2013, Coca-Cola HBC announced that all conditions to the Exchange Offer had been satisfied and that 96.85% of all issued Coca-Cola Hellenic Shares (the “Tendered Shares”) had been tendered into the Exchange Offer.  The purpose of the Exchange Offer was to facilitate a premium listing of the Coca-Cola Hellenic group of companies (the “CCH Group”) on the London Stock Exchange (the “LSE”) and listing on the New York Stock Exchange (the “NYSE”) under a new Swiss holding company, Coca-Cola HBC.  Upon consummation of the Exchange Offer, Coca-Cola HBC became the parent company of Coca-Cola Hellenic and, through Coca-Cola Hellenic, of the CCH Group.

Since Coca-Cola HBC holds more than 90% of the total issued Coca-Cola Hellenic Shares, Coca-Cola HBC will initiate a buy-out procedure (the “Greek Statutory Buy-Out”) to compulsorily acquire all remaining Coca-Cola Hellenic Shares in accordance with Articles 27 and 27a of Greek Law 3461/2006 and the relevant implementing decision of the Hellenic Capital Markets Commission (the “HCMC”).  In addition, holders of Coca-Cola Hellenic Shares that were not acquired in the Exchange Offer have the option to exchange or sell such Coca-Cola Hellenic Shares pursuant to the Greek statutory sell-out (the “Greek Statutory Sell-Out”) until July 23, 2013.  Coca-Cola HBC will initiate the Greek Statutory Buy-Out as soon as practicable after the completion of the Exchange Offer.  Upon effectiveness of the Statutory Buy-Out, Coca-Cola Hellenic will become a wholly owned subsidiary of Coca-Cola HBC.

The issuance of the Coca-Cola HBC Shares under the Exchange Offer, the Greek Statutory Sell-Out and the Greek Statutory Buy-Out has been registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Coca-Cola HBC’s registration statement on Form F-4 (File No. 333-184685) filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2012 and declared effective on March 11, 2013, as amended from time to time (the “Registration Statement”).  The issuance of the Coca-Cola HBC ADSs under the Exchange Offer, the Greek Statutory Sell-Out and the Greek Statutory Buy-Out has been registered under the Securities Act pursuant to Coca-Cola HBC’s registration statement on Form F-6 (File No. 333-185536) filed with the SEC on December 18, 2012, and declared effective on March 11, 2013, as amended from time and time.  Upon consummation of the Exchange Offer, Coca-Cola HBC issued a total 355,009,014 Coca-Cola HBC Shares with par value CHF6.70 each.

The Coca-Cola HBC ADSs have been authorized for listing on the NYSE and, as of April 22, 2013, have begun trading on the NYSE on a “when-issued” basis under the ticker symbol “CCH.WI”.  Regular way trading in Coca-Cola HBC ADSs is expected to commence on the NYSE on April 29, 2013, under the ticker symbol “CCH”.  For technical purposes only, the Coca-Cola HBC Shares have been authorized for listing on the NYSE in connection with the listing of the Coca-Cola HBC ADSs but not for trading.  It is expected that trading in Coca-Cola HBC Shares will commence on the LSE under the ticker symbol “CCH” and the Athens Exchange (the “ATHEX”) under the ticker symbol “EEE” as markets open on April 29, 2013.

Trading in the remaining Coca-Cola Hellenic ADSs on the NYSE was suspended on April 19, 2013, and resumed on April 22, 2013. The ticker symbol for the remaining Coca-Cola Hellenic ADSs changed from “CCH” to “OCCH” on April 23, 2013. Coca-Cola HBC intends to cause Coca-Cola Hellenic to seek the delisting of the Coca-Cola Hellenic ADSs from the NYSE in accordance with applicable rules.  Trading in Coca-Cola Hellenic Shares on the ATHEX and, as a result, on the LSE has been suspended from April 22, 2013, until completion of the Exchange Offer.  Trading in Coca-Cola Hellenic Shares on the ATHEX is expected to resume on April 29, 2013.  Coca-Cola Hellenic’s standard listing on the LSE will terminate on April 29, 2013.  Following completion of the Greek Statutory Buy-Out, Coca-Cola HBC will cause Coca-Cola Hellenic to call a shareholders’ meeting to approve the delisting of the Coca-Cola Hellenic Shares from the ATHEX, subject to the approval of the HCMC.

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Prior to the Exchange Offer, the Coca-Cola Hellenic Shares, including Coca-Cola Hellenic Shares represented by Coca-Cola Hellenic ADSs, were registered pursuant to Section 12(b) of the Exchange Act.  The Coca-Cola HBC Shares issued under the Exchange Offer, including the Coca-Cola HBC Shares represented by Coca-Cola HBC ADSs, are deemed registered under Section 12(b) of the Exchange Act, with Coca-Cola HBC deemed to be a successor issuer to Coca-Cola Hellenic, pursuant to Rule 12g-3(a) under the Exchange Act.  In accordance with Exchange Act Rule 12a-8, the Coca-Cola HBC ADSs are exempt from the operation of Section 12(a) of the Exchange Act and, consequently, need not be registered under Section 12(b) of the Exchange Act.  In accordance with Rule 12g-3(f) of the Exchange Act, this Report on Form 6-K is submitted by Coca-Cola HBC to the SEC using the EDGAR format type 8-K12B as notice that Coca-Cola HBC has become a successor issuer to Coca-Cola Hellenic pursuant to Rule 12g-3(a) under the Exchange Act.  Coca-Cola HBC expects that upon the furnishing of this Form 6-K to the SEC, a new file number will be generated for the purpose of satisfying Coca-Cola HBC’s reporting obligations under the Exchange Act. As a result of Coca-Cola HBC becoming a successor issuer to Coca-Cola Hellenic, all annual reports on Form 20-F that Coca-Cola HBC files with the SEC and all reports on Form 6-K that Coca-Cola HBC furnishes to the SEC indicating that they are so incorporated by reference in the offer to exchange/prospectus forming part of the Registration Statement, in each case after the date of the offer to exchange/prospectus and prior to the completion or termination of the Exchange Offer, the Greek Statutory Buy-Out and the Greek Statutory Sell-Out, whichever occurs the last, will also be incorporated by reference into the offer to exchange/prospectus.

The description of the Coca-Cola HBC Shares and Coca-Cola HBC ADSs contained in “Description of the Coca-Cola HBC Shares and Articles of Association” and “Description of the Coca-Cola HBC American Depositary Shares” of the Registration Statement is incorporated herein by reference.  The description of the Coca-Cola HBC Shares is qualified by reference to the Articles of Association of Coca-Cola HBC, which are filed as Exhibit 3.1 hereto.

The Articles of Association of Coca-Cola HBC were amended and restated on April 25, 2013 in the context of the Exchange Offer.  Pursuant to the amended and restated Articles of Association, the share capital of Coca-Cola HBC AG amounts to CHF2,378,660,391.30 and is divided into 355,023,939 registered shares with a par value of CHF 6.70 per share.  The share capital is fully paid-in.  In addition, the Board of Directors is authorized to increase the share capital from time to time and at any time until April 25, 2015 by an amount not exceeding CHF77,348,103.10 by issuing up to 11,544,493 fully paid-up registered shares with a nominal value of CHF 6.70 each for the purpose of (i) acquiring shares in Coca-Cola Hellenic with shares of Coca-Cola HBC or (ii) financing or re-financing any acquisition for cash of shares in Coca-Cola Hellenic (irrespective of the structure of such acquisition), including pursuant to any sell-out or squeeze-out or on-exchange or off-exchange purchases.  The share capital of Coca-Cola HBC may also be increased by a maximum amount of CHF245,600,848.10 through the issuance of a maximum number of 36,656,843 fully paid registered shares with a par value of CHF6.70 each upon the exercise of options issued to members of the Board of Directors, members of the management, employees or advisers of Coca-Cola HBC, its subsidiaries and other affiliated companies.

Important Notice

Coca-Cola HBC has filed with the SEC the Registration Statement, which includes an offer to exchange/prospectus. Coca-Cola Hellenic has filed a related solicitation/recommendation statement on Schedule 14D-9 with the SEC. This document is not a substitute for the registration statement, offer to exchange/prospectus or any other offering materials or other documents that Coca-Cola HBC or Coca-Cola Hellenic have filed or will file with the SEC or have sent or will send to shareholders. INVESTORS ARE URGED TO READ ANY DOCUMENTS FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be obtained from Coca-Cola HBC and Coca-Cola Hellenic, without charge, once they are filed with the SEC. No offering of securities shall be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Exhibits

This Report on Form 6-K contains the following exhibits:

Exhibit Number	Description of Exhibit
3.1	English translation of Coca-Cola HBC Articles of Association
5.1	Opinion of Bär and Karrer with respect to the validity of the Coca-Cola HBC Shares issued pursuant to the Exchange Offer
23.1	Consent of Bär and Karrer (included in Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 26, 2013	Coca-Cola HBC AG
	By:	/s/ Dimitris Lois
	Name:	Dimitris Lois
	Title:	Chief Executive Officer
Date: April 26, 2013	Coca-Cola HBC AG
	By:	/s/ Jan Gustavsson
	Name:	Jan Gustavsson
	Title:	General Counsel, Company Secretary and Director of Strategic Development

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EX-3.1

Exhibit 3.1

Articles of Association

of

Coca-Cola HBC AG

(Coca-Cola HBC SA)

(Coca-Cola HBC Ltd)

domiciled in Zug

as of 25 April 2013

		I.Name, Registered Office, Purpose and Duration of the Company
		Art. 1
Company Name and Registered Office		Under the company name of Coca-Cola HBC AG (Coca-Cola HBC SA) (Coca-Cola HBC Ltd) a company exists pursuant to articles 620 et seq. of the Swiss Code of Obligations having its registered office in Zug (the “Company”).
		Art. 2
Purpose	1	The purpose of the Company is the acquisition, holding, administration and sale of direct and indirect participations in national and international businesses of all kind, in particular in the areas of production, trading and packaging of beverages and foods.
	2	The Company may establish branch offices and subsidiaries on the national and international level as well as acquire, hold, and sell real estate.
	3	The Company may also engage in any commercial, financial or other activities which are related to the purpose of the Company. In particular, the Company may provide loans, guarantees and other kinds of financing and security for group companies and borrow and invest money on the money and capital markets.
		Art. 3
Duration		The duration of the Company is unlimited.
		II.Share Capital
		Art. 4
Share Capital	1	The share capital of the Company amounts to CHF 2,378,660,391.30 and is divided into 355,023,939 registered shares with a par value of CHF 6.70 per share. The share capital is fully paid-in.

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	2	The General Meeting may, at any time, resolve to convert registered shares into bearer shares and bearer shares into registered shares.
		Art. 5
Authorized Share Capital for Acquisition Purposes	1	The Board of Directors is authorized to increase the share capital from time to time and at any time until 25 April 2015 by an amount not exceeding CHF 77,348,103.10 by issuing up to 11,544,493 fully paid-up registered shares with a nominal value of CHF 6.70 each for the purpose of (i) acquiring shares in Coca-Cola Hellenic Bottling Company S.A., Maroussi, Greece, with shares in the Company or (ii) financing or re-financing any acquisition for cash of shares in Coca-Cola Hellenic Bottling Company S.A., Maroussi, Greece, howsoever structured, including pursuant to any sell-out or squeeze-out or on-exchange or off-exchange purchases.
	2	Increases through firm underwriting or in partial amounts are permitted. The date of issue, issue price, type of contribution (including a contribution or acquisition in kind) and starting date for the entitlement to dividends shall be determined by the Board of Directors. The Board of Directors may exclude subscription rights that have not been exercised from the capital increase, sell them at market terms or use them otherwise in the interest of the Company.
	3	The subscription rights of the shareholders shall be excluded, and the Board of Directors is authorized to allocate them to individual shareholders or third parties.
	4	The newly issued shares are subject to the restrictions on registration in accordance with article 7.
		Art. 6
Conditional Share Capital for Employee Options	1	The share capital may be increased by a maximum of CHF 245,600,848.10 through the issuance of a maximum of 36,656,843 fully paid registered shares with a par value of CHF 6.70 each upon exercise of options issued to members of the Board of Directors, members of the management, employees or advisers of the Company, its subsidiaries and other affiliated companies.
	2	The subscription rights and advance subscription rights of the shareholders are excluded. The Board of Directors or its Remuneration Committee shall specify the terms and conditions of issuance, including the exercise price of these options.
	3	The newly issued shares are subject to the restrictions on registration in accordance with article 7.
		Art. 7
Share Register, Restrictions on Registration, and Nominees	1	The Company shall maintain a share register in which the full name, address and nationality (in case of legal entities, the company name and registered office) of the holders and usufructuaries of registered shares are recorded.

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2	Upon application with the Company, acquirers of registered shares will be recorded in the share register as shareholders with voting rights, provided they explicitly declare to be the beneficial owner of these shares, i.e. to have acquired and to hold these shares in their own name and for their own account. Otherwise, acquirers of registered shares applying for registration shall be recorded as shareholder without voting rights, subject to paragraph 3 below.
3	The Board of Directors may record a nominee as a shareholder with voting rights if and to the extent in the application for registration or thereafter upon request by the Company, such nominee discloses to the Company the name, address and shareholding of all such beneficial owners to whom the nominee’s shares to be recorded in the share register with voting rights are attributable. The Board of Directors may enter into a contractual agreement with such a nominee which, e.g., further specifies the disclosure of beneficial owners and contains rules on the representation of shareholders and the voting rights. The Board of Directors may withhold registration with voting rights until the nominee has entered into such agreement. For purposes of these Articles of Association, (i) a “nominee” is a financial intermediary who does not expressly declare in the application form to hold the shares for its own account and shall include, without limitation, a custodian, nominee of a custodian, depositary, or nominee of a depositary; and (ii) a “beneficial owner” shall include, without limitation, any beneficial owner of depositary interests or depositary receipts representing shares of the Company.
4	No acquirer of registered shares shall be registered as a shareholder with voting rights for 30% or more (taken together with interest in shares held or acquired by the acquirer or persons acting in concert with the acquirer) of the number of shares recorded in the commercial register, except if: (i)the acquisition of shares is not the result of a Prohibited Transaction; or (ii)the acquisition is the result of a Permitted Transaction.
5	The restriction contained in paragraph 4 shall not apply to a person acting solely as a nominee, except to the extent the voting rights of a nominee are attributable to a beneficial owner who would, if such beneficial owner were a shareholder, be subject to such restriction. The terms used in paragraph 4 shall be interpreted in accordance with article 25 para. 2 to 5.
6	The restrictions on registration in accordance with paragraphs 2 to 5 above also apply to shares acquired by the exercise of subscription, pre-emptive, option or conversion rights.
7	Recordings in the share register are effected based on forms and declarations which are accepted by the Company for such purpose and which an applicant is required to comply with completely and truthfully. If the particulars given in an application for registration change, the shareholder of record has to immediately inform the Company of the change.
8	After having given to the registered shareholder or nominee the opportunity to be heard, the Board of Directors may cancel a registration as a shareholder, with retroactive effect as of the date of registration, if the registration was effected based on false information.

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		The respective shareholder or nominee shall be informed forthwith of the cancellation of the registration.
	9	The Board of Directors may issue regulations or directives in order to concretize and supplement this article.
		Art. 8
Exercise of Shareholder’s Rights	1	Voting rights and rights associated therewith may only be exercised by a shareholder or usufructuary registered in the share register as a shareholder with voting rights in respect of the shares concerned.
	2	The shares are not divisible. The Company accepts only one representative per share.
		Art. 9
No Printing of Shares	1	Shares of the Company shall, subject to paragraph 3, be issued in the form of uncertificated securities (in the sense of the Swiss Code of Obligations). The Company may cause all or a part of such uncertificated securities to be entered into a main register of a custodian as an underlying security for book entry securities (in the sense of the Swiss Book Entry Securities Act).

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	2	A shareholder may request the Company to issue a written confirmation in respect of his or her shares at any time, provided the shareholder is registered in the share register.
	3	Shareholders are not entitled to the printing or delivery of share certificates. The Company, however, may, in its sole discretion, transform the underlying securities for book entry securities into another form or withdraw them from the custodian system at any time; in particular, the Company may print and deliver certificates (individual share certificates, certificates representing multiple shares or global share certificates) and deregister uncertificated securities entered into the main register of a custodian.
	4	A disposition of shares in the form of uncertificated securities which are not entered into the main register of a custodian shall be effected by way of a written declaration of assignment and requires, as a condition for validity, to be notified to the Company. In contrast, a disposition of shares which exist in the form of book entry securities based on uncertificated securities entered into the main register of a custodian shall solely be effected by entries in securities accounts in accordance with applicable law, without prerequisite to be notified to the Company; a disposition of such shares by way of assignment without corresponding entry in a securities account is excluded. For purposes of this provision, “disposition” shall include a transfer of title, the creation of a usufruct or a pledge and the like. Art. 685f of the Swiss Code of Obligations is reserved, it being understood that for purposes of Art. 685f of the Swiss Code of Obligations, an acquisition of shares in the form of book-entry securities by entry in a securities account shall be deemed an “on-exchange acquisition” in any instance.
	5	The Company may prescribe the use of forms for purposes of notification in accordance with paragraph 4.
		Art. 10
Subscription rights and pre-emptive rights	1	In case of an increase of the Company’s share capital, the existing shareholders shall have subscription and advance subscription rights in accordance with the statutory provisions of Swiss law.
	2	If the Company, either directly or through subsidiaries, resells own shares (in the sense of articles 659 et seq. of the Swiss Code of Obligations) or options, futures or similar financial instruments on own shares, the existing shareholders shall have pre-emptive rights with regard to the resold shares or other financial instruments in proportion to their shareholding.
	3	The pre-emptive rights pursuant to paragraph 2 shall be excluded to the extent subscription rights and advance subscription rights, respectively in connection with an issuance of shares out of authorized or conditional capital pursuant to article 5 and 6, respectively are or may be excluded, and the Board of Directors may restrict or exclude them to the extent it is authorized to exclude subscription and advance subscription rights, respectively, in accordance with article 5 and 6. In addition, they shall be excluded if own shares are used for employee participation plans.
	4	In addition, the General Meeting may restrict or exclude the pre-emptive rights pursuant to paragraph 2 without giving reasons.

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		Such resolution of the General Meeting shall specify the maximum amount of own shares to be resold without pre-emptive rights and a time limit of not more than one year during which own shares may be resold without pre-emptive rights.
		I.Organisation of the Company
		A.General Meeting
		Art. 11
Powers		The General Meeting of shareholders is the supreme body of the Company. It has the following exclusive and non-transferable competences:
		1.Amendments to the Articles of Association;
		2.Approval of the annual report and of the consolidated accounts;
		3.Approval of the Company’s stand-alone annual financial statement as well as resolutions on the allocation of the balance sheet profits, in particular the determination of dividends;
		4.Discharge of the members of the Board of Directors and of the Executive Board;
		5.Election of the members of the Board of Directors and the Auditors;
		6.Resolutions on all other matters which, under the Articles of Association or according to the law, are in the exclusive competence of the General Meeting or which have been submitted to the General Meeting for its decision by the Board of Directors.
		Art. 12
Powers with regard to Takeovers	1	If any circumstances shall arise under which (had the Company been subject to the Takeover Code) the Company would be an offeree company or otherwise subject to an offer, or under which the Board of Directors would have reason to believe that a bona fide offer might be imminent, the General Meeting shall have the following additional exclusive competences (and the Board of Directors shall not take any of the activities below without the approval of the General Meeting), except to the extent (a) the proposed action is performance of a contract entered into earlier or another pre-existing obligation, (b) a decision to take the proposed action has been taken before the beginning of the period when such circumstances have arisen which (i) has been partly or fully implemented before the beginning of that period or (ii) has not been partly or fully implemented before the beginning of that period but is in the ordinary course of business, or (c) Swiss law prohibits to confer such competence to the General Meeting: 1.to approve any action which may result in any offer or bona fide possible offer being frustrated or in shareholders being

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		denied the opportunity to decide on its merits; and 2.to approve any action to (i) issue any shares or transfer or sell, or agree to transfer or sell, any shares out of treasury; (ii) issue or grant options in respect of any unissued shares; (iii) create or issue, or permit the creation or issue of, any securities carrying rights of conversion into or subscription for shares; (iv) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount; or (v) enter into contracts otherwise than in the ordinary course of business.
	2	The terms used in this article shall be interpreted in accordance with article 25 paragraph 2 to 5.
		Art. 13
Meetings, Language	1	The ordinary General Meeting is to be held annually within six months following the close of the financial year.
	2	An extraordinary General Meeting may be called as often as necessary.
	3	The Board of Directors, or any other body lawfully convening the General Meeting, shall determine the time and location of the General Meeting which can be held outside of Switzerland. General Meetings are conducted in English, unless otherwise determined by the Board of Directors.
		Art. 14
Convening	1	General Meetings shall be convened by the Board of Directors and, if necessary, by the Auditors.
	2	Notice of a General Meeting shall be given by means of a single publication in the Swiss Offical Gazette of Commerce (Schweizerisches Handelsamtsblatt) at least 20 days prior to the meeting. The notice of the General Meeting must indicate the day, time and place of the meeting, the agenda, the proposals by the Board of Directors and the proposals of shareholders which have requested either a meeting or that an item be put on the agenda in accordance with article 14 paragraph 3 and article 15 paragraph 2, respectively.
	3	One or more shareholders whose combined shareholdings represent at least 5% of the Company’s share capital registered in the commercial register may request that a General Meeting be convened. Such request must be communicated to the Board of Directors in writing and specify the purpose of the meeting, the agenda and the corresponding motions to be submitted.
		Art. 15
Agenda	1	The Board of Directors, or any other body lawfully convening the General Meeting, shall announce the items on the agenda.

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	2	One or more shareholders whose combined shareholdings represent (i) an aggregated par value of at least CHF 1,000,000 or (ii) at least 5% of the Company’s share capital registered in the commercial register may request that an item be put on the agenda. Such request must be communicated to the Board of Directors in writing at least 45 days prior to the General Meeting and specify the item on the agenda and the corresponding motion.
		Art. 16
Voting Rights and Proxies	1	Subject to Article 17, each share entitles to one vote in a General Meeting, provided that its holder or usufructuary has been duly registered in the share register with voting rights in accordance with article 7 of the Articles of Association until a specific qualifying day (record date) designated by the Board of Directors. In the absence of such designation, the record date shall be 10 days prior to the General Meeting. The Board of Directors may, in the notice of a General Meeting or in general regulations or directives, specify or supplement the rules laid down in this paragraph.

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	2	Subject to paragraph 3, by means of a written proxy, each shareholder may have his shares represented in a General Meeting by a third person who needs not to be a shareholder.
	3	A shareholder recorded in the share register as a nominee pursuant to article 7 paragraph 3 of the Articles of Association may have particular or all of his shares represented in a General Meeting only by (i) the beneficial owner of such shares disclosing to the Company his name, address and shareholding or (ii) another person disclosing to the Company the name, address and shareholding of the beneficial owners of such shares.
	4	In the case of resolutions concerning the discharge of the members of the Board of Directors and of the Senior Management, the voting rights of persons who have participated in any manner in the management of the Company shall be suspended.
		Art. 17
Restrictions on Voting Rights	1	No shareholder, even if registered in the share register with voting rights, shall exercise voting rights for 30% or more (taken together with interest in shares held by such shareholder or persons acting in concert with such shareholder) of the number of shares recorded in the commercial register, except if: (i)Such shareholder has not entered into, effected or participated in a Prohibited Transaction; or (ii)All and any Prohibited Transactions which such person entered into, effected or participated in were (i) Permitted Transactions or (ii) unwound or otherwise, in the view of the Board of Directors, reversed.
	2	If the Board of Directors has doubts whether the voting restrictions according to paragraph 1 applies to a certain shareholder, it may require any shareholder to provide such information as the Board of Directors considers appropriate. As long as the Board of Directors has reason to believe that the restriction applies or if a shareholder refuses to provide the information the Board of Directors has requested, the Board of Directors may apply the restrictions in such manner as the Board of Directors considers appropriate until the Board of Directors is satisfied to the contrary.
	3	The foregoing restrictions on voting rights shall not apply to a person acting solely as a nominee, except to the extent the voting rights of a nominee are attributable to a beneficial owner who would, if such beneficial owner were a shareholder, be subject to the foregoing restrictions.
	4	A shareholder registered in the share register as a nominee pursuant to article 7 paragraph 3 of the Articles of Association shall exercise voting rights for no more than 2% of the number of shares recorded in the commercial register except if and to the extent such nominee (i) votes upon and in accordance with instructions by the beneficial owners of the respective shares and (ii) discloses to the Company the name, address and shareholding of such beneficial owners.
	5	The terms used in paragraphs 1 to 3 of this article shall be interpreted in accordance with article 25 paragraph 2 to 5.

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		Art. 18
Resolutions	1	The General Meeting may pass resolutions without regard to the number of shareholders present at the meeting or shares represented by proxy.
	2	Unless mandatory statutory provisions or the Articles of Association provide otherwise, the General Meeting passes its resolutions and performs elections with the absolute majority of the votes validly cast.
	3	In addition to the statutory provisions, resolutions concerning the following items shall be passed by a majority of at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented: 1.Amendments of the Articles of Association; 2.Capital increases and decreases; 3.The merger (either by absorption or combination) of the Company with or into another unaffiliated company or another business combination having substantially similar economic effect; provided that the enterprise value of such other company exceeds 25% of the Company’s enterprise value; 4.Any change of this article 18 paragraph 3 of the Articles of the Association.
	4	Furthermore, (i) resolutions concerning the exclusion or limitation of subscription rights or advance subscription rights and (ii) resolutions concerning the exclusion or limitation of pre-emptive rights in accordance with article 10 paragraph 4 of the Articles of Association shall be passed by a majority of 75% of the voting rights represented and an absolute majority of the nominal value of shares represented. Any change of this article 18 paragraph 4 of the Articles of the Association shall be subject to the same majority.
	5	Furthermore, resolutions concerning the dissolution with liquidation of the Company shall be passed by a majority of 80% of the voting rights outstanding and exercisable in accordance with the law and the Articles of Association and an absolute majority of the nominal value of shares represented. Any change of this article 18 paragraph 5 of the Articles of the Association shall be subject to the same majority.
		Art. 19
Voting procedure	1	The chairman of the meeting decides on the voting procedure.

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	2	In particular, a vote may be conducted by electronic or written ballot or by a show of hands. In the case of written ballots, the chairman of the meeting may rule that only the ballots of those shareholders shall be collected who chose to abstain or to cast a negative vote, and that all other shares represented at the General Meeting at the time of the vote shall be counted in favour, in order to expedite the counting of the votes.
		Art. 20
Chairman, Minutes and Scrutineers	1	General Meetings are presided over by the chairman of the Board of Directors or, in his absence, by the Vice Chairman or by a chairman of the day to be elected by the General Meeting.
	2	The chairman of the meeting appoints a secretary for the minutes and the scrutineers, neither of whom need be shareholders.
	3	The Board of Directors is responsible for keeping the minutes, which are to be signed by the chairman and the secretary of the meeting.
		B. Board of Directors
		Art. 21
Number of members		The Board of Directors consists of no less than 7 and no more than 15 members.
		Art. 22
Term of Office	1	Each member of the Board of Directors is elected for a one year term. For purposes of this paragraph, one year shall refer to the time period between two ordinary General Meetings or, if a member is elected at an extraordinary General Meeting, to the time period between the extraordinary and the next ordinary Meeting.
	2	Members of the Board of Directors whose term of office has expired are eligible for re-election.
		Art. 23
Constitution and Organisation of the Board of Directors	1	The Board of Directors constitutes itself. It shall elect among its members a Chairman and a Vice Chairman, and it shall appoint a Secretary, who does not need to be a member of the Board of Directors.

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	2	Subject to applicable law and the Articles of Association, the Board shall further regulate and determine its organisation, in particular in the Organisational Regulations.
		Art. 24
Duties and Powers of the Board of Directors	1	The Board of Directors, acting collectively, has the ultimate responsibility for running the Company and the supervision and control of its executive management.
	2	The Board of Directors may take decisions on all matters which are not expressly reserved to the shareholders or to another corporate body by law or by the Articles of Association.
	3	The Board of Directors has the following non-delegable and irrevocable duties: 1.To ultimately direct the Company, approve its strategy and issue the necessary regulations and directives, including the Organisational Regulations; 2.To determine the organisation; 3.To perform a risk assessment and organise the internal control system; 4.To organise the accounting, the financial control and the financial planning; 5.To appoint and remove the persons entrusted with management and representation of the Company; 6.To ultimately supervise the persons entrusted with management, in particular with respect to compliance with the law and the Articles of Association, regulations and directives; 7.To prepare the business report as well as the General Meeting and to implement the resolutions of the General Meeting; 8.To pass resolutions regarding the subsequent payment of capital with respect to non-fully paid in shares; 9.To pass resolutions regarding the increase of the share capital to the extent that such power is vested in the Board of Directors (article 651 paragraph 4 of the Code of Obligations), resolutions confirming increases in share capital and regarding the amendments to the Articles of Association entailed thereby; 10.To examine the professional qualifications of the Auditors and specially qualified auditors in the cases in which the law foresees the use of such auditors; 11.To notify the court in case of overindebtedness; and 12.To perform all further duties conferred to the Board of Directors by mandatory law.
		Art. 25
Duties and Powers	1	Subject to applicable law and regulations and to the Board of

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with regard to Takeovers Directors being satisfied that the application of this article is, in any particular case, in the best interests of the Company, the Board of Directors shall use its reasonable endeavours within its powers conferred by law and the Articles of Association: 1.to apply and to have the Company abide by the general principles as defined in the Takeover Code mutatis mutandis as though the Company were subject to the Takeover Code; 2.if any circumstances shall arise under which (had the Company been subject to the Takeover Code) the Company would be an offeree company or otherwise subject to an offer, or under which the Board of Directors would have reason to believe that a bona fide offer might be imminent, to comply with and to procure that the Company complies with the provisions of the Takeover Code applicable to an offeree company and the board of directors of an offeree company mutatis mutandis as though the Company were subject to the Takeover Code; and 3.in the event that (and for so long as) the Board of Directors recommends to shareholders of the Company or any class thereof any offer made for the shares of the Company from time to time, to obtain the undertaking of the offeror(s) to comply with the provisions of the Takeover Code in the conduct and execution of the relevant offer(s) mutatis mutandis as though the Company were subject to the Takeover Code, but recognising that the Panel will not have jurisdiction (if and for so long as such may be the case).

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2	The Board of Directors has (subject to paragraph 3) full authority and discretion to determine the application of all provisions in the Articles of Association relating to the Takeover Code, including articles 7, 12, 17 and 25. In particular, such authority and discretion encompasses the interpretation of the Takeover Code (including its applicability) and of the Articles of Association, the establishment of facts and all discretion vested in the Panel, including the determination of conditions and consents, the consideration to be offered and any restrictions on the registration of shares with voting rights and on the exercise of voting rights. Any such determination by the Board of Directors should set out the reasons. In exercising any such authority or discretion, the Board of Directors (and, as the case may be, the Independent Expert) will comply with the principle that all holders of shares that are in the same position shall be treated equally in respect of the rights attaching to their shares and otherwise in accordance with its duties under applicable law.
3	Notwithstanding the foregoing, any affected shareholder may give notice in writing to the Board of Directors within 3 Business Days as of any determination by the Board of Directors pursuant to paragraph 2 that it wishes to challenge such determination and to have it referred to an Independent Expert. In the event the Board of Directors receives such a notice, it shall refer the matter for determination as soon as practicable to an Independent Expert who will make a determination as soon as practicable following such referral. The Company and the challenging shareholder are entitled to make submissions to the Independent Expert and shall provide (or procure that others provide) the Independent Expert with such assistance and documents as the Independent Expert reasonably requires for the purpose of reaching a determination, subject to the Independent Expert agreeing to give such confidentiality undertakings as the parties may reasonably require. The determination of the Independent Expert shall be conclusive and (to the extent capable of being so in accordance with applicable law) binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise. The Independent Expert shall, depending on their success on the merits, also determine whether the Company or the challenging shareholder has to bear his cost.
4	For purposes of articles 7, 12, 17 and 25, the following terms shall have the following meanings: 1.a “Business Day” shall mean any day (excluding a Saturday, Sunday or public holiday) on which banks are open for general commercial business in London; 2.an “Independent Expert” shall mean, at the option of the Board of Directors, (i) an individual from a reputable independent investment bank located in London or (ii) an independent leading Queen’s Counsel, either of whom must have at least 10 years’ experience in the operation of the Takeover Code and who is appointed by the Board of Directors in accordance with paragraph 3 above to determine a matter relating to the Takeover Code; 3.the “Panel” shall mean the Panel on Takeovers and Mergers of the United Kingdom;

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		4.a “Permitted Transaction” shall mean an acquisition of a share of the Company or any interest therein if: (a)the Board of Directors consents to the acquisition of such share or interest (even if, in the absence of such consent, the acquisition of such share or interest would be a Prohibited Acquisition); (b)the acquisition of a share of the Company or any interest therein is made in circumstances in which the Takeover Code, if it applied to the Company, would require an Offer to be made as a consequence and such Offer is made, and not subsequently withdrawn, in accordance with Rule 9 of the Takeover Code, as if it so applied (with such amendments as the Board of Directors may consent to); (c)the acquisition of such share or interest arises from repayment of a stock-borrowing arrangement (on arm’s length commercial terms); (d)as a consequence of the Company redeeming or purchasing its own shares, there is a resulting increase in the percentage of the voting rights which results in a Prohibited Transaction; or (e)any acquisition of such share or interest therein is settled at or before the point of time on which shares of the Company are admitted to trading on the London Stock Exchange. 5.a “Prohibited Transaction” shall mean an acquisition of a share of the Company or any interest therein (i) if Rules 4, 5, 6, 8, 9 or 11 of the Takeover Code would in whole or part apply to the acquisition of such share or interest if the Company were subject to the Takeover Code and the acquisition of such share or interest would be made in breach of or otherwise would not comply with Rules 4, 5, 6, 8, 9 or 11 of the Takeover Code, or (ii) if and as long as an offer has not been made in full accordance with Rule 9 of the Takeover Code (as though the Company were subject to the Takeover Code); 6.the “Takeover Code” shall mean the U.K. City Code on Takeovers and Mergers issued by Panel or any similar law, regulation or code lawfully replacing such code, as then in force.
	5	Any other terms used in articles 7, 12, 17 and 25 and relating to provisions of the Takeover Code shall be interpreted in accordance with the Takeover Code, as interpreted by the Panel and pertinent case law. Any interpretation shall be made with the goal to give the Takeover Code, as though it would apply to the Company, as much effect as possible.
		Art. 26
Delegation of Duties and Powers		Subject to the foregoing article of the Articles of Association and mandatory law, the Board of Directors may delegate duties or powers wholly or in part to individual members of the Board of Directors, to Committees of the Board of Directors or to third persons in accordance with the Organisational Regulations.

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		Art. 27
Meetings	1	The organisation of the meetings, including the presence quorum and the passing of resolutions, shall be set out in the Organisational Regulations.
	2	Notwithstanding the foregoing (and subject to any additional requirements contained in the Organisational Regulations), the following matters require a presence quorum of at least eight members of the Board of Directors (or, if there are less than ten members of the Board of Directors, three quarters of all members of the Board of Directors) and the approval by the votes of two-thirds of the members of the Board of Directors present and entitled to vote: 1.to engage in any business other than the bottling of beverages and any business incidental thereto; 2.to incur, issue, guarantee or assume any indebtedness or approve capital expenditures in excess of EUR 30,000,000; 3.to enter into any agreement, arrangement or contract involving payments or other consideration in excess of EUR 30,000,000; 4.to sell, lease, exchange, transfer or otherwise dispose, directly or indirectly, in a single transaction or a series of transactions of all or substantially all of the assets of the Company, or any sale of a majority of the value of the assets of the Company, in each case, when such disposition is not in the ordinary course of business (unless such sale is undertaken in connection with, or as a part of, a sale-lease back transfer); 5.to appoint or dismiss the chief executive officer; 6.to approve the annual budget, provided however, that if no new annual budget is approved, the prior year’s budget, adjusted for inflation, will be used in place of the new annual budget until the new annual budget is approved; 7.to approve any annual business plan submitted by the management of the Company; 8.to approve any recommendation to the shareholders to change the size of the Board of Directors; and 9.to approve any change in the size and composition of the nomination committee.
	2	The Organisational Regulations may further determine how the above presence quorum and majority requirements are to be applied to circular resolutions.
		Art. 28
Signatory Power		The due and valid representation of the Company by members of the Board of Directors or other persons is set forth in the Organisational Regulations or other directives issued by the Board of Directors.

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		Art. 29
Remuneration		The members of the Board of Directors are entitled to reimbursement of all expenses incurred in the interests of the Company as well as a remuneration for their services as determined by the Board of Directors.
		C. Auditors
		Art. 30
Term of Office, Authority and Duties	1	The General Meeting shall elect the Auditors for a term of office of one year. The term of office shall commence at the General Meeting at which the Auditors are elected and last until the next ordinary General Meeting. The rights and duties of the Auditors are determined by the law.
	2	The General Meeting may appoint Special Auditors and entrust them with examinations required under applicable law in connection with capital increases.
		IV. Financial Year, Profit Allocation
		Art. 31
Financial Year		The financial year shall be determined by the Board of Directors.
		Art. 32
Allocation of Balance Sheet Profits, Dividends	1	Subject to mandatory statutory provisions, the General Meeting may allocate the profits shown in the balance sheet, and in particular determine the amount of the dividend, at its discretion.
	2	Dividends and similar distributions which have not been collected within five years after their due date shall lapse and accrue to the Company.
		V. Dissolution and Liquidation
		Art. 33
Dissolution and Liquidation	1	The General Meeting may at any time resolve the dissolution and liquidation of the Company in accordance with the law and these Articles of Association.

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	2	The liquidation shall be carried out by the Board of Directors then in office, unless the General Meeting appoints other persons as liquidators.
	3	The liquidators shall have unencumbered power and authority to liquidate all corporate assets and wind up the Company.
	4	Upon discharge of all liabilities, the assets of the Company shall be distributed to the shareholders proportional to the nominal values of their shares. Any amount not paid in by shareholders shall be set off against the liquidation dividend.
		VI. Notices, Jurisdiction
		Art. 34
Public Notices, Communications	1	Public notices and invitations to shareholders shall be made by publication in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt).
	2	To the extent the Company communicates to its shareholders by mail, such communications shall be sent by ordinary mail to the recipient and address recorded in the share register or in such other form as the Board of Directors deems fit.
		Art. 35
Jurisdiction		The exclusive place of jurisdiction for any disputes arising from or in connection with the corporate relationship in the Company shall be at the registered office of the Company.
		VII. Disclosure of Contributions in Kind
		Art. 36
Contribution in Kind		In connection with the capital increase dated 25 April 2013, the Company acquires from National Bank of Greece, acting as contributor in kind and exchange agent in its own name but for the account of shareholders of Coca-Cola Hellenic Bottling Company S.A., Maroussi, Greece, who have tendered their shares in an exchange offer by the Company, 355,009,014 shares in Coca-Cola Hellenic Bottling Company S.A., Maroussi, Greece, with a par value of EUR 1.01 each and a total value of CHF 8,828,115,653.85. In return, the Company has issued, on a one to one basis, 355,009,014 registered shares in the Company with a par value of CHF 6.70 each to the contributor in kind.

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	VIII. Prevailing Version
	Art. 37
Prevailing Version	A German and an English version exist of these Articles of Association. The German version shall prevail.
	Zug, 25 April 2013

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EX-5.1

Exhibit 5.1

Thomas Rohde

Rechtsanwalt, LL.M.

+41 58 261 50 00

thomas.rohde@baerkarrer.ch

Coca-Cola HBC AG
Baarerstrasse 14
CH-6300 Zug
Switzerland

Zurich, 26 April 2012

Form F-4 Registration Statement

Dear Sir or Madam,

We have been asked to issue a legal opinion letter as special Swiss legal counsel of Coca-Cola HBC AG, Baarerstrasse 14, CH-6300 Zug, Switzerland, Swiss company registration number CH-170.3.037.199-9 (the “Company”) in connection with the registration statement on Form F-4 (the “Registration Statement”), including all amendments or supplements thereto, filed with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) for the registration of 355,023,939 existing ordinary registered shares of the Company with a nominal value of CHF 6.70 each (the “Shares”) in connection with the exchange offer of the Company made to (i) all holders of outstanding ordinary shares of Coca-Cola Hellenic Bottling Company S.A., a Greek société anonyme, located in the United States of America, and (ii) all holders of outstanding American depositary shares representing ordinary shares of Coca-Cola Hellenic Bottling Company S.A., wherever located (the “Exchange Offer”).

All capitalized terms used in this legal opinion letter shall have the meaning as defined herein.

IDOCUMENTS

In arriving at the opinions expressed in clause III below, we have exclusively reviewed and relied on the following documents, the sufficiency of which we confirm for purposes of this legal opinion letter (the documents referred to in this

clause I collectively the “Documents” and any individual document thereof a “Document”):

a)an excerpt from the daily journal (Tagebuch) of the commercial register of the Canton of Zug, Switzerland, in relation to the Company, certified by said register to be up-to-date as of 25 April 2013;

b)a copy of the articles of association of the Company, certified on 25 April 2013 by the commercial register of the Canton of Zug, Switzerland, to be up-to-date as deposited with such register on 25 April 2013 (the “Articles”); and

c)a copy of the public deed of the resolutions of the board of directors of the Company containing the declarations of the board of directors of the Company regarding the ordinary capital increase dated 25 April 2013.

IIASSUMPTIONS

In arriving at the opinions expressed in clause III below, we have assumed (without verification) cumulatively that:

a)the information set out in the Documents is true, accurate, complete and up-to-date as of the date of this legal opinion letter and no changes have been made or will be made that should have been or should be reflected in the Documents as of the date of this legal opinion letter;

b)the Documents submitted to us as (hard or electronic) copies are complete and conform to the original document;

c)all signatures and seals on any Document are genuine;

d)where a name is indicated (in print or in handwriting) next to a signature appearing on any Document, the signature has been affixed by the person whose name is indicated, and where no name is indicated (in print or in handwriting) next to a signature appearing on any Document, the relevant Documents have been duly signed by authorized signatories; and

e)to the extent any authorizations, approvals, consents, licenses, exemptions or other requirements (collectively the “Authorizations”) had to be obtained outside Switzerland in connection with the Exchange Offer and/or the issuance of the Shares, such Authorizations have been obtained or fulfilled in due time, and have remained in full force and effect at all times through the issuance of the Shares.

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IIIOPINIONS

Based upon the foregoing, and subject to the qualifications and reliance limitations set out in clause IV and clause V below, we are of the opinion that under the laws of Switzerland as currently in force and interpreted:

a)the Company is a stock corporation (Aktiengesellschaft) duly organized and validly existing under the laws of Switzerland, with corporate power and authority to conduct its business in accordance with its Articles;

b)the Shares have been validly issued, fully paid and non-assessable (i.e. no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

IVQUALIFICATIONS

The opinions given under clause III above are each subject to the following cumulative qualifications:

a)The opinions expressed herein are strictly limited to matters governed by the laws of Switzerland and thus to opinions on certain Swiss law matters.

b)The opinions expressed herein are based on and subject to the laws of Switzerland as in force and generally interpreted based on available legal sources as of the date of this legal opinion letter, and where this legal opinion letter refers to “Swiss law” or “the laws of Switzerland”, it solely refers to Swiss law as in force and generally interpreted based on available legal sources as of the date of this legal opinion letter. Such laws are subject to change.

c)We have made no investigation of the laws of any other jurisdiction (but the laws of Switzerland) as a basis for this legal opinion letter and do not express or imply any opinion thereon.

d)The opinions expressed herein relate only to legal matters explicitly covered by this legal opinion letter (taking into account cumulatively all assumptions and qualifications) and no opinion is given by implication or otherwise on any other matter.

e)In issuing this legal opinion letter, we based ourselves solely on the Documents and were not instructed to, and did not, make any further independent search or due diligence; we do not opine as to any facts or circumstances occurring or coming to our attention subsequently to the date hereof.

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f)The assumptions and qualifications apply to all opinions expressed in this legal opinion letter.

g)We express no opinion herein as to the accuracy or completeness of the information set out in the Registration Statement or of the representation and warranties set out in the Registration Statement.

h)We express no opinion herein as to regulatory matters or as to any commercial, accounting, calculating, auditing, tax, or other non-corporate law matter.

i)As a matter of mandatory Swiss law, shareholders as well as the board of directors of a company are entitled to challenge resolutions adopted by a general shareholders’ meeting believed to violate the law or the company’s articles of association by initiating legal proceedings against such company within two months following such meeting. Therefore, notwithstanding registration of the Shares in the competent commercial register, any shareholder or the board of directors of the Company may challenge the resolutions taken by the general shareholders’ meeting of the Company on which such registration of the Shares in the competent commercial register may be based.

j)In this opinion, Swiss legal concepts are expressed in English terms and not in any official Swiss language; these concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

VRELIANCE

This legal opinion letter is addressed to the Company. We hereby consent to the filing of this legal opinion letter as an exhibit to the Registration Statement and to the references to us under the headings “Risk Factors”, “Validity of Coca-Cola HBC Shares” and “Enforceability of Civil Liabilities” in the Registration Statement. In giving such consent, we do not thereby admit or imply that we are in the category of persons whose consent is required under section 7 of the Act or the rules and regulations of the Commission issued thereunder.

This legal opinion letter is furnished by us, as special Swiss legal counsel to the Company, in connection with the filing of the Registration Statement, and, except as provided in the immediately preceding paragraph, it may not be used by, copied by, circulated by, quoted by, referred to, or disclosed to any party or for any other purpose without our prior written consent.

Any reliance on this opinion is limited to the legal situation existing at the date of this legal opinion letter, and we shall be under no obligation to advise you on or to amend this legal opinion letter to reflect any change in circumstances or applicable laws or regulations for any period after the date of issuance of this legal opinion letter.

This legal opinion letter shall be governed by and construed in accordance with the laws of Switzerland. This legal opinion letter may only be relied upon on the express condition that any issues of interpretation or liability arising hereunder will be governed by the laws of Switzerland.

Yours faithfully,

/s/ BÄR & KARRER AG

BÄR & KARRER AG

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