Britvic PLC — AGM Information 2012

Jan 25, 2012

Registered No. 5604923

BRITVIC pic

("the Company"}

SPECIAL BUSINESS:

The following Ordinary and Special Resolutions were passed as special business on a show of hands at the Annual General Meeting of the Company held at Nomura, One Angel Lane, London EC4R 3AB on 25 January 2012:

Resolution 13 (Ordinary Resolution) - Political Donations

• 1. THAT the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006 {the "2006 Act"), during the period from the date of the passing of this resolution and expiring at the conclusion of the Company's AGM in 2013 or 24 March 2013, whichever is earlier (both dates inclusive):
• I. to make political donations to political parties, and/or independent election candidates;
• II. to make political donations to political organisations other than political parties; and
• III. to incur political expenditure,

up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (i) to (iii) shall be limited to £25,000;

all existing authorisations and approvals relating to political donations or expenditure under Part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval;

and words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

Resolutions 14 (Ordinary Resolution) - Authority to Directors to Allot Shares

• 1. THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the 2006 Act in substitution for any existing power to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares:
• (a) up to an aggregate nominal amount of £16,000,000; and

(b) comprising equity securities {as defined in section 560(1) of the 2006 Act) up to a further nominal amount of £16,000,000 in connection with an offer by way of rights issue,

and such authority shall expire at the conclusion of the next AGM of the Company or 24 March 2013, whichever is the earlier (both dates inclusive), but so that this authority shall allow the Company to make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this resolution, "rights issue" means an offer to:

(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

Resolution 15 (Special Resolution) - Authority to Issue Shares for Cash

• 1. THAT:
• (a) following the passing of Resolution 14, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:

(a) pursuant to the authority given by paragraph (a) of Resolution 14 or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case:

(i) in connection with a pre-emptive offer; and

(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £2,414,000; and

(b) pursuant to the authority given by paragraph (b) of Resolution 14 in connection with a rights issue,

as if Section 561(1) of the 2006 Act did not apply to any such allotment such power to expire at the end of the next AGM or on 24 March 2013, whichever is the earlier (both dates inclusive) but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this Resolution:

(a) "rights issue" has the same meaning as in Resolution 14;

(b) 'pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(c) references to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Resolution 16 (Special Resolution) - Authority to Company to Purchase Own Shares

• 16- THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of ordinary shares of 20 pence each in the capital of the Company ("ordinary shares") in such manner and upon such terms as the Directors of the Company may determine, provided that:
• (a) the maximum number of ordinary shares hereby authorised to be purchased is 24,140,005,
• (b) the minimum price (exclusive of expenses) which may be paid for any ordinary share is an amount equal to 20 pence;
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 5 per cent, above the average closing price of such ordinary shares for the five business days on the London Stock Exchange prior to the date of purchase; and (ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading Systems (SETS); and
• (d) this authority shall take effect on the date of the passing of this Resolution and unless previously revoked, renewed or varied, shall expire on 24 March 2013, or at the conclusion of the next AGM of the Company held after the passing of this Resolution, whichever is the earlier (both dates inclusive), but so that this authority shall allow the Company to purchase ordinary shares after such expiry under any agreement made before the expiry of such authority, as if the authority hereby conferred had not expired.

Resolution 17 (Special Resolution) - Notice Period for General Meetings

1. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than AGMs) on 14 days' notice from the date of the passing of this resolution and expiring at the conclusion of the next AGM of the Company or 24 March 2013, whichever is the earlier (all dates inclusive)-

Emma Thomas Company Secretary Britvic pic

Registered Office: Brttvic House, Broomfield Road, Chelmsford, Essex, CM1 1TU

25 January 2012