Britvic PLC — AGM Information 2015

Jan 27, 2015

Registered No. 5604923

BRITVIC plc

("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 27 January 2015:

ORDINARY RESOLUTIONS

Resolution 15 – Authority to company to make 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, during the period from the date of the passing of this resolution and expiring at the conclusion of the company's AGM in 2016 or 26 March 2016, whichever is earlier (both dates inclusive):
• (a) to make political donations to political parties, and/or independent election candidates;
• (b) to make political donations to political organisations other than political parties; and
• (c) to incur political expenditure,

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

all existing authorisations and approvals relating to political donations or expenditure under Part 14 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 Companies Act 2006 shall have the same meaning in this resolution.

Resolution 16 – Authority to directors to allot shares in the company

• 1. THAT the directors be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to allot shares in the company and to grant rights to subscribe for, or to convert any security into, shares in the company ("Rights"):
• (a) up to an aggregate nominal amount of £16,317,122; and
• (b) up to a further aggregate nominal amount of £16,317,122, provided that: (i) they are equity securities (within the meaning of Section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date and to other holders of equity securities entitled to participate therein, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional

entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter, provided that this authority shall expire on the date of the next AGM of the company or, if earlier, on 26 March 2016, save that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all authorities vested in the directors on the date of this notice of meeting to allot shares and grant Rights that remain unexercised at the commencement of the meeting be and are hereby revoked.

Resolution 17 – Adoption of the rules of the 2015 Performance Share Plan

17 THAT the rules of the Britvic plc 2015 Performance Share Plan (2015 PSP), described in the circular of which the notice containing this resolution forms a part and produced in draft to the meeting and, for the purposes of identification initialled by the Chairman of the meeting, be and are hereby approved and adopted and that the directors be and are hereby authorised to make such modifications to the 2015 PSP as they may consider appropriate and to do all such other acts and things as they may consider appropriate to implement the 2015 PSP.

Resolution 18 – Adoption of the rules of the 2015 Executive Share Option Plan

1. THAT the rules of the Britvic plc 2015 Executive Share Option Plan (2015 ESOP), described in the circular of which the notice containing this resolution forms a part and produced in draft to the meeting and, for the purposes of identification initialled by the Chairman of the meeting, be and are hereby approved and adopted and that the directors be and are hereby authorised to make such modifications to the 2015 ESOP as they may consider appropriate and to do all such other acts and things as they may consider appropriate to implement the 2015 ESOP.

SPECIAL RESOLUTIONS

Resolution 19 – Authority to directors to issue shares for cash

• 1. THAT the directors be and they are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 16 above or by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
• (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date as the directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
• (b) the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution) to any person or persons of equity securities up to an aggregate nominal

amount of £2,472,291 and shall expire upon the expiry of the general authority conferred by Resolution 16 above, save that the company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 20 – Authority to company to purchase own shares

• 1. THAT the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 20 pence each of the company on such terms and in such manner as the directors may from time to time determine, provided that:
• (a) the maximum number of ordinary shares hereby authorised to be purchased is 24,722,912;
• (b) the minimum price (exclusive of expenses) which may be paid for any such share is 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% 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 Electronic Trading Service ("SETS");
• (d) the authority hereby conferred shall take effect on the date of the passing of this Resolution and shall expire at the end of the next AGM of the company or, if earlier, on 26 March 2016 unless previously renewed, varied or revoked by the company in general meeting; and
• (e) the company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

Resolution 21 – Authority to company to hold general meetings (other than AGMs) on 14 clear days' notice

1. THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next AGM of the company or 26 March 2016, whichever is the earlier.

_________________________

Clare Thomas Company Secretary Britvic plc

Registered Office: Breakspear Park Breakspear Way Hemel Hempstead Herts HP2 4TZ

27 January 2015