Britvic PLC — AGM Information 2013

Jan 8, 2013

Company No. 05604923

THE COMPANIES ACT 2006

Public Limited Company

Special Resolution

of

BRITVIC PLC

(the "Company")

At a General Meeting of the Company duly convened and held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on 8 January 2013 at 10:15 a.m., the following resolution was passed as Special Resolution pursuant to Section 283 of the Companies Act 2006:

• $\mathbf{1}$ THAT
• $(1)$ for the purpose of giving effect to the scheme of arrangement dated 5 December 2012 between the Company and the holders of its Scheme Shares (as defined in the said scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and A.G. BARR p.l.c. ("A.G. Barr") and approved or imposed by the Court (the "Scheme"):
  • the directors of the Company be authorised to take all such action as they $(a)$ may consider necessary or appropriate for carrying the Scheme into effect;
  • the issued share capital of the Company be reduced by cancelling and $(b)$ extinguishing all the Scheme Shares (as defined in the Scheme);
  • subject to and forthwith upon the reduction of capital referred to in $(c)$ paragraph (b) above taking effect and notwithstanding anything to the contrary in the articles of association of the Company:
  • the reserve arising in the books of account of the Company as a $(i)$ result of the said reduction of capital be capitalised and applied in paying up in full at par such number of new Ordinary Shares of 20 pence each as shall be equal to the aggregate number of Scheme Shares cancelled pursuant to paragraph (b) above, such Ordinary Shares to be allotted and issued credited as fully paid to A.G. Barr and/or its nominee(s); and
  • the directors of the Company be generally and unconditionally $(ii)$ authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the new Ordinary Shares referred to in paragraph (c)(i) above, provided that (1) the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the said new Ordinary Shares created pursuant to paragraph (c)(i) above, (2) this authority shall expire on the fifth anniversary of the date of this resolution, and (3) this authority shall be in addition and without prejudice to any other authority under the said section 551 previously

1

granted and in force on the date on which this special resolution is passed; and

with effect from the passing of this special resolution, the articles of association of $(2)$ the Company be amended by the adoption and inclusion of the following new article 141:

"141 SCHEME OF ARRANGEMENT

• In this Article 141, the "Scheme" means the scheme of arrangement dated $(A)$ 5 December 2012 between the Company and the holders of its Scheme Shares (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and A.G. BARR p.l.c ("A.G. Barr") and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.
• Notwithstanding any other provision of these Articles, if the Company $(B)$ issues any Ordinary Shares (other than to A.G. Barr or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holders of such shares shall be bound by the Scheme accordingly.
• $(C)$ Subject to the Scheme becoming effective, if any Ordinary Shares are issued to any person (a "New Member") (other than under the Scheme or to A.G. Barr or its nominee(s)) on or after the Effective Date (the "Post-Scheme Shares"), they shall be immediately transferred to A.G. Barr (or as it may direct), provided that such transfer shall not take place on the Effective Date, in consideration of (subject as hereinafter provided) the allotment and issue or transfer to the New Member of such number of A.G. Barr Shares (the "Consideration Shares") as that New Member would have been entitled to had each Post-Scheme Share been a Scheme Share, provided that if, in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom A.G. Barr reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom the Company is advised that the allotment and/or issue or transfer of Consideration Shares pursuant to this Article would or may infringe the laws of such jurisdiction outside the United Kingdom or would or may require A.G. Barr to comply with any governmental or other consent or any registration, filing or other formality with which A.G. Barr is unable to comply or compliance with which A.G. Barr regards as unduly onerous, the Company may, in its sole discretion, determine that such Consideration Shares shall be sold, in which event the Company shall appoint a person to act pursuant to this Article and such person shall be authorised on behalf of such holder to procure that any shares in respect of which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold, and provided that any New Member may, prior to the issue of any Post-Scheme Shares to him or her pursuant to the exercise of an HM Revenue & Customs option under the Britvic Executive Share Option Plan (as governed by the rules adopted

on 9 December 2005), give not less than five business days' written notice to the Company in such manner as the Directors shall prescribe of his or her intention to transfer some or all of such Post-Scheme Shares to his or her spouse or civil partner. Any such New Member may, if such notice has been validly given, on such Post-Scheme Shares being issued to him or her, immediately transfer to his or her spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares shall then be transferred from that spouse or civil partner to A.G. Barr (or as it may direct) pursuant to this Article as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to a New Member's spouse or civil partner takes place in accordance with this Article, references to "New Member" in this Article shall be taken as referring to the spouse or civil partner of the New Member. If notice has been validly given pursuant to this Article but the New Member does not immediately transfer to his or her spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such shares shall be transferred to A.G. Barr (or as it may direct) pursuant to this Article.

• $(D)$ The Consideration Shares allotted and issued or transferred to a New Member pursuant to paragraph (C) of this Article shall be credited as fully paid and shall rank pari passu in all respects with all other A.G. Barr Shares in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment) and shall be subject to the Articles of Association of A.G. Barr.
• $(E)$ The number of Consideration Shares to be allotted and issued or transferred to a New Member pursuant to paragraph (C) of this Article may be adjusted by the Directors, in such manner as the auditors of the Company may determine, on any reorganisation of or material alteration to the share capital of either the Company or A.G. Barr effected after the close of business on the Effective Date.
• $(F)$ No fraction of a Consideration Share shall be allotted or issued or transferred to a New Member pursuant to this Article, and the entitlement of each New Member who would otherwise have been entitled to a fraction of a Consideration Share shall be rounded down to the nearest whole number of Consideration Shares.
• $(G)$ To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney for the New Member to transfer the Post-Scheme Shares to A.G. Barr and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in A.G. Barr or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as A.G. Barr may direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of A.G. Barr) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by A.G. Barr. The attorney shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent

holder) in favour of A.G. Barr or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register A.G. Barr and/or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares, A.G. Barr shall allot and issue or transfer the Consideration Shares to the New Member within five business days of the issue of the Post-Scheme Shares to the New Member.

• Notwithstanding any other provision of these Articles, neither the Company $(H)$ nor the Directors shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date"; and
• $(3)$ with effect from the passing of this special resolution:
• $(a)$ the articles of association of the Company be altered to include the rights attaching to a Deferred Share of 1 pence, by the adoption and inclusion of the following new Article 142:

"142 The Deferred Share of 1 pence shall have all the rights of an ordinary share, save that:

• the holder of the Deferred Share shall not be entitled to receive a $(i)$ dividend or other distribution or to have any other right to participate in the profits of the Company;
• the holder of the Deferred Share shall have no right to attend or vote $(ii)$ at any general meeting of the Company; and
• on a return of capital or winding-up of the Company, the holder of the $(iii)$ Deferred Share shall be entitled, subject to the payment to the holders of all other classes of shares of the amount paid up or credited as paid up on such shares, to repayment of the amount paid up or credited as paid up on the Deferred Share, but shall have no further or other right to participate in the assets of the Company.";
• the Directors be generally and unconditionally authorised pursuant to and $(b)$ in accordance with section 551 of the Companies Act 2006 to allot the said Deferred Share provided that (1) this authority shall expire on the fifth anniversary of the date of this resolution and (2) this authority shall be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and
• pursuant to and during the period of the said authority the Directors be $(c)$ empowered to allot the said Deferred Share wholly for cash as if section 561(1) of the said Act did not apply to any such allotment.

DMOD

Company Secretary Britvic plc 8 January 2013