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  EXHIBIT 4.10    
    


CONFIDENTIAL

February 21, 2013 


Coca-Cola
HBC AG,

Baarerstrasse 14,

CH-6300 Zug,

Switzerland. 

 






					
	 	 	RE:	 	Letter Agreement with regard to Share Exchange Offer for the Shares of

Coca-Cola Hellenic Bottling Company S.A




 

 Dear
Sirs: 


        Reference
is made to the proposed share exchange offer (excluding for these purposes any Greek statutory sell-out or Greek statutory buy-out procedure, the
"Share Exchange Offer") announced by Coca-Cola HBC A.G., a Swiss corporation ("CCHBC"), for
all of the ordinary shares of Coca-Cola Hellenic Bottling Company S.A, a Greek corporation ("CCH"). 



        In
connection with the Share Exchange Offer, (a) CCH, (b) Kar-Tess Holding ("Kar-Tess") and
(c) Atlantic Industries, Refreshment Products Services Incorporated, Barlan, Incorporated, The Coca-Cola Export Corporation and Coca-Cola Overseas Parent Limited
(collectively, the "TCCC Entities") each hereby agree that, effective upon the receipt by each of Kar-Tess and the TCCC Entities, or their
assigns, of shares of CCHBC in settlement of the Share Exchange Offer, that certain Relationship Agreement, dated August 29, 2000 (the "Relationship
Agreement"), among the TCCC Entities, Kar-Tess and CCH shall terminate without further action on their part. 



        Kar-Tess,
the TCCC Entities and CCHBC Grouping, Inc. each further agree that, effective upon receipt by each of Kar-Tess and the TCCC Entities, or their
assigns, of shares of CCHBC in settlement of the Share Exchange Offer, that certain Amended and Restated Shareholders' Agreement, dated December 19, 2008 (the
"Shareholders' Agreement"), among Kar-Tess, the TCCC Entities and CCHBC Grouping, Inc. shall terminate without further action on
their part. 


        Each
party confirms that, as of the date hereof, it is not aware of any breach of the Relationship Agreement or Shareholders' Agreement by any other party. 



        The
Coca-Cola Company, the TCCC Entities, CCHBC Grouping, Inc. and Kar-Tess each hereby confirm to CCHBC that they do not consider that they are acting in
concert in relation to CCHBC and that no agreement or understanding (formal or informal) exists between The Coca-Cola Company, any of the TCCC Entities or CCHBC Grouping, Inc., on
the one hand, and Kar-Tess, on the other hand, in relation to the future governance or control of CCHBC. 


 
 

Signature Pages Follow    
    








        Each
party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above. 

 






							
	 	 	 COCA-COLA HBC AG
	

 	
 	
By:	
 	
/s/ ROBERT RYAN RUDOLPH







 
	 	 	 	 	Name:	 	Robert Ryan Rudolph
	 	 	 	 	Title:	 	 Director
	

 	
 	
By:	
 	
/s/ CLAUDIA GOEBEL







 
	 	 	 	 	Name:	 	Claudia Goebel
	 	 	 	 	Title:	 	 Director




 

 Signature
Page to Letter Agreement 









        Each
party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above. 

 






							
	 	 	 COCA-COLA HELLENIC BOTTLING COMPANY S.A.
	

 	
 	
By:	
 	
/s/ JAN GUSTAVSSON







 
	 	 	 	 	Name:	 	Jan Gustavsson
	 	 	 	 	Title:	 	 General Counsel
	

 	
 	
By:	
 	
/s/ MICHALIS IMELLOS







 
	 	 	 	 	Name:	 	Michalis Imellos
	 	 	 	 	Title:	 	 Chief Financial Officer




 

 Signature
Page to Letter Agreement 









        Each
party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above. 

 






							
	 	 	 KAR-TESS HOLDING
	

 	
 	
By:	
 	
/s/ DANIELLE SCHROEDER







 
	 	 	 	 	Name:	 	Danielle Schroeder
	 	 	 	 	Title:	 	 Manager
	

 	
 	
By:	
 	
/s/ ROBERT RYAN RUDOLPH







 
	 	 	 	 	Name:	 	Robert Ryan Rudolph
	 	 	 	 	Title:	 	 Manager




 

 Signature
Page to Letter Agreement 









        Each
party has caused this letter agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above. 

 






							
	 	 	 THE COCA-COLA COMPANY
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 THE COCA-COLA EXPORT CORPORATION
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 BARLAN INC.
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 ATLANTIC INDUSTRIES
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 COCA-COLA OVERSEAS PARENT LTD
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 REFRESHMENT PRODUCT SERVICES INC.
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President
	

 	
 	
 CCHBC GROUPING, INC.
	

 	
 	
By:	
 	
/s/ CHRISTOPHER P. NOLAN







 
	 	 	 	 	Name:	 	Christopher P. Nolan
	 	 	 	 	Title:	 	 Vice President




 

 Signature
Page to Letter Agreement 











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EXHIBIT 4.10


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