Britvic PLC — AGM Information 2015

Dec 23, 2015

(Incorporated and registered in England and Wales under number 5604923)

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to any action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all your shares in Britvic plc, please send this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

23 December 2015

To the holders of ordinary shares

Dear Shareholder

Notice of Annual General Meeting of Britvic plc ("the company")

The 2016 Annual General Meeting ("AGM") of the company is to be held on Wednesday, 27 January 2016 at 11.00am at Nomura, One Angel Lane, London EC4R 3AB. As you will see from the notice of AGM which follows this letter, there are a number of items of business to be considered and I am writing to you to explain their purpose.

If you would like to vote on the resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM.

Resolutions 1 to 16 are ordinary resolutions and will be passed if, on a show of hands, more than 50% of votes cast by those entitled to vote are in favour or if, on a poll, members representing more than 50% of the total voting rights of entitled members vote in favour.

Resolution 1 – To receive the Annual Report and Accounts

The Companies Act 2006 requires the directors of a public company to lay before the company in general meeting copies of the annual report and accounts in respect of each financial year. In accordance with the UK Corporate Governance Code, the company proposes a resolution on its audited accounts and directors' and auditors' reports for the 52 weeks ended 27 September 2015 ("the 2015 Annual Report"). Shareholders will have the opportunity to put any questions to the directors before the resolution is proposed to the meeting.

Resolution 2

To approve a final dividend of 16.3p per share to be paid to the holders of ordinary shares on the Register of Members of the company at the close of business on 4 December 2015.

Subject to confirmation by shareholders at the AGM, the dividend will be paid on 5 February 2016.

Resolution 3 – Directors' remuneration report

In accordance with Section 439 of the Companies Act 2006, the company proposes an ordinary resolution to approve the directors' remuneration report for the 52 weeks ended 27 September 2015. The directors' remuneration report can be found on pages 48 to 69 of the 2015 Annual Report and, for the purposes of this resolution, does not include the parts of the directors' remuneration report containing the directors' remuneration policy which is set out on pages 62 to 69. Shareholders should note that this vote is advisory only and does not affect the actual remuneration paid to any individual director.

Resolutions 4 to 11 – Election and re-election of directors

The UK Corporate Governance Code recommends that all directors of FTSE 350 listed companies should be subject to annual election by shareholders. Resolutions 4 to 11 deal with the election and re-election of each of the directors and their biographical details can be found on pages 34 and 35 of the 2015 Annual Report, and in Appendix 1 to this document.

In proposing the election and re-election of the directors, the Chairman has confirmed that, following a formal performance evaluation, each individual continues to make an effective and valuable contribution to the board and demonstrates commitment to the role. Details of the board evaluation process in relation to the directors can be found on page 42 of the 2015 Annual Report.

Resolutions 12 and 13 – Appointment of auditors and auditors' remuneration

Resolution 12 relates to the re-appointment of Ernst & Young LLP as the company's auditors to hold office until the next AGM of the company. Resolution 13 authorises the directors to fix the auditors' remuneration. The directors have delegated the responsibility for setting the auditors' remuneration to the Audit Committee of the board.

The Board consider that the level of consultancy-related non-audit fees to audit fees undertaken by the company's auditors, Ernst & Young LLP, are appropriate for the advisory work required to be undertaken for the 52 weeks ended 27 September 2015 and that these do not create a conflict of interest on the part of the independent auditor.

Resolution 14 - Political donations

It remains the policy of the company not to make political donations or to incur political expenditure as those expressions are normally understood. However, the directors consider that it is in the best interests of shareholders for the company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Companies Act 2006, which defines political donations and expenditure widely, the directors are seeking shareholders' authority for the company and its subsidiaries to make political donations and to incur political expenditure during the period from the date of the AGM to the conclusion of next year's AGM or 26 March 2017, whichever is earlier, up to a maximum aggregate amount of £50,000.

Resolution 15 – Allotment of share capital

At the last AGM of the company held on 27 January 2015, the directors were given authority to allot ordinary shares in the capital of the company up to a maximum nominal amount of £34,470,460 representing approximately 66% of the company's then issued ordinary share capital. This authority expires on 26 March 2016 and the directors would like to renew it.

Guidance published by the Investment Management Association in July 2014 (following its merger with ABI Investment Affairs) confirms that IMA members will regard as routine an authority to allot up to two-third of a company's existing issued share capital, provided that any amount in excess of one-third of the existing issued shares should be applied to fully pre-emptive rights issues only.

In light of these guidelines, the board considers it appropriate that directors be granted authority to allot shares in the capital of the company up to a maximum nominal amount of £34,470,460 representing the IMA guideline limit of approximately 66% of the company's issued ordinary share capital as at 24 November 2015. Of this amount, £17,235,230 (representing approximately 33% of the company's issued ordinary share capital as at 24 November 2015) can only be allotted pursuant to a rights issue. The power will last until the conclusion of the next AGM in 2017 or, if earlier, on 26 March 2017.

The directors have no present intention of undertaking a rights issue or to allot new shares other than in connection with executive or employee share schemes. However, the directors consider it appropriate to maintain the flexibility that this authority provides to be in a position to respond to market developments and to enable allotments to take place to finance business opportunities should they arise.

As at the date of this letter the company does not hold any ordinary shares in the capital of the company in treasury.

Resolution 16 – Amendment to the rules of the Britvic plc 2015 Performance Share Plan

At the last AGM of the Company held on 27 January 2015, shareholders approved the adoption of the Britvic plc 2015 Performance Share Plan (PSP). The PSP contains specific schedules for awards to be granted to participants resident in certain overseas jurisdictions, including France. The PSP complied with certain provisions of French tax legislation, which enabled awards granted under it to take advantage of certain tax and social security reliefs for both the Company and the participants. The legislation was changed in August 2015 and now provides for additional tax and social security reliefs. However, the new law requires companies to obtain shareholder approval after 7 August 2015 in order to be able to take advantage of these changes. In light of these changes, the Remuneration Committee considers it appropriate to amend the rules of the PSP applying to participants resident in France and obtain shareholders' approval to the amended rules, provided always that any awards granted under the French schedule will continue to be subject to both the individual limits and the overall limits that apply to the PSP.

The amended rules of the PSP will be available for inspection during normal business hours on Monday to Friday (excluding bank holidays) at the Company's registered office of Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ and at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London, EC1Y 4AG from the date of this document until the close of the AGM and at the place of the AGM for at least 15 minutes before the AGM and during the AGM.

Resolutions 17, 18 and 19 are special resolutions and will be passed if, on a show of hands, at least 75% of the votes cast by those entitled to vote are in favour or if, on a poll, members representing not less than 75% of the total voting rights of entitled members vote in favour.

Resolution 17 – Disapplication of statutory pre-emption rights

Resolution 17 will give the directors authority to allot shares in the capital of the company pursuant to the authority granted under Resolution 15 above for cash without complying with the pre-emption rights set out in the Companies Act 2006 in certain circumstances. In the light of the IMA guidelines described in relation to Resolution 15 above, this authority will permit the directors to allot:

• (a) shares up to a nominal amount of £34,470,460 (representing 66% of the company's issued share capital as at 24 November 2015) on an offer to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the directors may only allot shares up to a nominal amount of £17,235,230 representing 33% of the company's issued share capital as at 24 November 2015) (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit); and
• (b) shares up to a maximum nominal value of £2,611,399 (representing approximately 5% of the issued ordinary share capital of the company as at 24 November 2015) otherwise than in connection with an offer to existing shareholders.

The directors have no present intention of exercising this authority but consider the authority to be appropriate to allow the company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

The directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. The Principles provide that companies should not issue shares for cash representing more than 7.5% of the company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.

The authority contained in Resolution 17 will expire upon the expiry of the general authority contained in Resolution 15 at the end of the next AGM of the company or, if earlier, on 26 March 2017.

Resolution 18 – Authority to purchase own shares

Resolution 18 gives the company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. In accordance with investor guidelines, the authority limits the number of shares that could be purchased to a maximum of 26,113,985 (representing approximately 10% of the company's issued ordinary share capital as at 24 November 2015) and sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM of the company to be held in 2017 or on 26 March 2017, whichever is the earlier.

The directors have no present intention of exercising the authority to purchase the company's ordinary shares but will keep the matter under review, taking into account the financial resources of the company, the company's share price and future funding opportunities. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

If Resolution 18 is passed at the AGM, it is the company's current intention to cancel all of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the company's capital requirements and prevailing market conditions, the directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so.

As at 24 November 2015 there were outstanding awards under the company's long-term incentive schemes in respect of 4,824,667 ordinary shares in the capital of the company representing 2.2% of the company's issued ordinary share capital. If the authority to purchase the company's ordinary shares were exercised in full, these awards would represent 2.5% of the company's issued ordinary share capital.

Resolution 19 – Notice period for general meetings

Resolution 19 is a resolution to allow the company to hold general meetings (other than AGMs) on 14 days' notice.

Before the introduction of the Companies (Shareholders' Rights) Regulations 2009 ("the Regulations") on 3 August 2009, the minimum notice period permitted by the Companies Act 2006 for general meetings (other than public company AGMs) was 14 days. One of the amendments made to the Companies Act 2006 by the Regulations was to increase the minimum notice period for general meetings of listed companies to 21 days, but with an ability for companies to reduce this period back to 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the company offers a facility for shareholders to vote by electronic means. Please refer to note 2 of the Notice of AGM for details of the company's arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.

Your board is therefore proposing Resolution 19 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the company other than AGMs. The approval will be effective until the end of the company's next AGM or 26 March 2017, whichever is the earlier, when it is intended that the approval be renewed. The board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive.

Action required

Following this letter is the formal notice of AGM including resolutions relating to the matters discussed above, together with a Form of Proxy and an Attendance Card. Whether or not you intend to be present at the AGM, you are requested to complete, sign and return the Form of Proxy or, alternatively, submit an electronic proxy appointment instruction as soon as possible and, in any event, so as to be received by the company's Registrar at the relevant address set out in the notes to the notice of AGM by no later than 11.00am on 25 January 2016. Completion and return of the Form of Proxy or submission of an electronic instruction will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Recommendation

Your directors consider the above proposals will promote the success of the company and be in the best interests of the company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully

Gerald Corbett Chairman

Adoption of Financial Reporting Standard 101 – Reduced Disclosure Framework (FRS 101): Notification

Following publication of FRS 100 'Application of Financial Reporting Requirements' by the Financial Reporting Council, Britvic plc, the parent company, is required to change its accounting framework for its individual financial statements, which is currently UK GAAP, for the financial year commencing 3 October 2016.

The Board considers that it is in the best interests of the Company to adopt FRS 101 for financial years beginning on and after 3 October 2016. This permits specified exemptions from disclosure. No disclosures in the current UK GAAP financial statements would be omitted on adoption of FRS 101 and the Company's accounts will still be prepared to meet the requirements of the Companies Act 2006.

A shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in the Company may serve objections to the use of the disclosure exemptions of FRS 101 by writing to the Company at its registered office not later than 29 February 2016

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting of the company will be held Nomura, One Angel Lane, London EC4R 3AB on Wednesday, 27 January 2016 at 11.00am to consider the following:

Ordinary resolutions

• 1. THAT the company's accounts and the reports of the directors and auditors for the 52 weeks ended 27 September 2015 be received.
• 2. THAT a final dividend of 16.3p per share be declared.
• 3. THAT the directors' remuneration report (other than the part containing the directors' remuneration policy) for the 52 weeks ended 27 September 2015 be approved.
• 4. THAT John Daly be elected as a director.
• 5. THAT Mathew Dunn be elected as a director.
• 6. THAT Joanne Averiss be re-elected as a director.
• 7. THAT Gerald Corbett be re-elected as a director.
• 8. THAT Ben Gordon be re-elected as a director.
• 9. THAT Bob Ivell be re-elected as a director.
• 10. THAT Simon Litherland be re-elected as a director.
• 11. THAT Ian McHoul be re-elected as a director
• 12. THAT Ernst & Young LLP be re-appointed as auditors of the company to hold office until the conclusion of the next general meeting at which accounts are laid before the company.
• 13. THAT the directors be authorised to fix the remuneration of the company's auditors.
• 14. 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 2017 or 26 March 2017, 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.

• 15. 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 £17,235,230; and
• (b) up to a further aggregate nominal amount of £17,235,230, 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 Annual General Meeting of the company or, if earlier, on 26 March 2017, 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.
• 16. THAT the amendment to the rules of the Britvic plc 2015 Performance Share Plan (PSP), more particularly described in the shareholder circular dated 23 December 2015 and the rules of which (as proposed to be amended by this Resolution) are produced to the meeting and signed by the Chairman of the meeting for the purposes of identification, be approved and adopted and the Directors be authorised to make such modifications to the PSP as they may consider appropriate and to do all such other acts and things as they may consider appropriate to carry such amendments into effect.

4 Britvic plc

SPECIAL RESOLUTIONS

• 17. 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 15 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 £2,611,399 and shall expire upon the expiry of the general authority conferred by Resolution 15 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.
• 18 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 26,113,985;
• (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 2017 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.
• 19. 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 2017, whichever is the earlier.

By order of the board

Clare Thomas Company Secretary Britvic plc

23 December 2015

Registered Office: Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ

Registered in England and in Wales, Company No. 5604923

Notes to the Notice of Annual General Meeting

1. Copies of 2015 Annual Report

The audited accounts, strategic report, directors' report, directors' remuneration report and the auditors' report for Britvic plc for 2015 are called the 2015 Annual Report. The 2015 Annual Report was sent to shareholders on 23 December 2015. Shareholders who have elected not to receive the 2015 Annual Report may obtain copies by writing to the Company Secretary, Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead HP2 4TZ (e-mail: company.secretariat@britvic.com). Shareholders who wish to receive the printed statutory reports and accounts (free of charge) in future years should write to the company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, quoting reference 2956.

2. Entitlement to attend and vote and to appoint proxies

To be entitled to attend and vote in respect of the number of shares registered in their name, shareholders must be entered on the Register of Members of the company as at 6.00pm on 25 January 2016, or, if the AGM is adjourned, on the Register of Members at 6.00pm two business days prior to the date of any adjourned AGM. Changes to entries on the Register of Members after 6.00pm on 25 January 2016, or, if this AGM is adjourned, changes to entries on the Register of Members after 6.00pm two business days prior to the date of any adjourned AGM, will be disregarded in determining the rights of any person to attend or vote at the AGM.

A registered shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy or proxies (who need not be a member of the company) to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. The appointment of a proxy will not prevent a member from subsequently attending and voting at the AGM in person.

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the company in accordance with Section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

If you are such a Nominated Person, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.

A proxy may be appointed by any of the following methods:

• Completing the enclosed Form of Proxy and returning it to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
• Submitting an electronic proxy appointment by logging onto Equiniti's website www.sharevote.co.uk Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with the Registrars' on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and clicking on the link to vote. Instructions are given on the website; or
• If you are a member of CREST, by using the CREST electronic appointment service explained below.

IMPORTANT: In any case, to be valid your electronic proxy appointment instructions or Form of Proxy must be received by the company's Registrars, Equiniti, no later than 11.00am on 25 January 2016.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedure described in the CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (RA19) by 11.00am on 25 January 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instruction to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

3. Corporate Representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Any such representative should bring to the meeting written evidence of his appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment.

4. Issued Share Capital

As at 24 November 2015, the company's issued share capital consisted of 261,139,852 ordinary shares, carrying one vote each. Therefore, the total number of exercisable voting rights in the company as at 24 November 2015 was 261,139,852.

5. Audit statements

Shareholders should also note that it is possible that, pursuant to requests made under Section 527 of the Companies Act 2006, the company may be required to publish on a website a statement setting out any matter relating to the audit of the company's statutory reports and accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM. The company may not require the shareholders requesting such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the company is required to place a statement under Section 527 of the Companies Act 2006, it must forward the statement to the company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the company has been required under Section 527 of the Companies Act 2006 to publish on a website.

6. Right to ask questions

Any member attending the meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

7. Information available on website

A copy of this Notice of AGM and other information required by Section 311A of the Companies Act 2006, can be found at www. britvic.com You may not use any electronic address provided either in this Notice of AGM or any related documents (including the Form of Proxy) to communicate with the company for any purpose other than those expressly stated.

APPENDIX 1

Biographies of Directors standing for election and re-election

Joanne Averiss

Non-Executive Director

Joanne Averiss was appointed a Non-Executive Director on 18 November 2005 and is the Pepsi Group Nominee Director. She has been a member of the Pepsi Group legal department since 1990, holding a series of positions in the UK and the US and is currently Senior Vice President Law, General Counsel Europe and Sub Saharan Africa with legal responsibility for all of the Pepsi Group's business units within Europe and Sub Saharan Africa. Joanne is also a Trustee and Chair of the Mesen Educational Trust.

Gerald Corbett

Chairman

Gerald Corbett has been Chairman of the company since 24 November 2005. He chairs the Britvic Nomination Committee and is a member of the Britvic Remuneration Committee. Gerald is also Chairman of Betfair Group plc and of the investment and stockbroking business, Numis Corporation plc. On 1 October, he became Chairman of the Marylebone Cricket Club (MCC). Over a long business career, Gerald has been a director of 12 public companies, six of which he has chaired. His most recent roles were as Chairman of Moneysupermarket.com Group plc between 2007-2014 and of SSL International plc between 2005-2010. His executive career included Group Finance Director roles with Redland plc and Grand Metropolitan plc, and he was Chief Executive of Railtrack between 1997-2000.

Mathew Dunn

Chief Financial Officer

Mathew Dunn joined the business in September 2015 and succeeded John Gibney as Chief Financial Officer following the announcement of the company's Preliminary Results on 25 November 2015. Mathew's appointment to the board also became effective from this date. He is responsible for Finance, Legal, Estates, Risk Management, Procurement and Quality, Safety and Environment. Prior to joining Britvic, Mathew was at SABMiller PLC where he was CFO of South African Breweries Ltd, based in South Africa since 2014. Mathew first joined SABMiller in 2002 where he held various financial planning and management, as well as leadership positions before joining EMI Music Ltd as CFO of their Global Catalogue division in 2009. He returned to SABMiller in 2010 as CFO, Asia (based in China) a role which he held until his 2014 move to South Africa.

John Daly

Independent Non-Executive Director

John Daly was appointed a Non-Executive Director on 27 January 2015. He is a member of the Audit, Remuneration and Nomination Committees. He is also currently a Non-Executive Director of Wolseley plc, a position he has held since May 2014 and where he serves on all of the Board Committees. In June 2015, John joined the board of G4S PLC as a Non-Executive Director. Formerly, John held various executive leadership positions over the course of 20 years at British American Tobacco plc ('BAT'). His most recent positions at BAT were Chief Operating Officer (from 2010 to 2014) and Regional Director for Asia Pacific, based in Hong Kong (from 2004 to 2010). John remains a Director of Reynolds American Inc., a US public company owned 42% by BAT. Prior to his time with BAT, John held various sales and marketing positions with Johnson & Johnson, Bristol-Myers Squibb, Pennwalt Corporation and Schering-Plough.

John Daly will succeed Bob Ivell as Senior Independent Director and Remuneration Committee Chairman from the conclusion of the AGM.

Ben Gordon Independent Non-Executive Director

Ben Gordon was appointed a Non-Executive Director on 15 April 2008. He is a member of the Audit, Nomination and Remuneration Committees. He is also currently a Non-Executive Director of St. Ives plc and Chairman of Powerleague Group Limited. In September 2014, Ben became a Trustee of the Canal & River Trust. Formerly, Ben was the Chief Executive of Mothercare plc and former Senior Vice President and Managing Director of Disney Store, Europe and Asia Pacific. He has also held senior management positions with WHSmith group in the UK and the USA and L'Oreal S.A. in France and in the UK. Ben has an MBA from INSEAD and is a Member of the Institution of Civil Engineers.

Bob Ivell

Senior Independent Director

Bob Ivell was appointed a Non-Executive Director on 24 November 2005 and is the company's Senior Independent Director. He chairs the Remuneration Committee and is a member of the Audit and Nomination Committees. He is currently non-executive chairman of Mitchells & Butlers plc, Carpetright plc and a Non-Executive director of Charles Wells Limited. He was previously chairman of David Lloyd Leisure Limited, Park Resorts Group Limited, Next Generation Clubs Pacific, Senior Independent Director of AGA Rangemaster Group plc and a Non-Executive Director of The Restaurant Group plc. He has over 30 years' experience in the food and beverage industry, holding executive roles with Regent Inns plc, Scottish & Newcastle plc and Whitbread plc.

Bob steps down as Senior Independent Director and Remuneration Committee Chairman – handing over both roles to John Daly – from the conclusion of the AGM but will remain on the board.

Simon Litherland

Chief Executive Officer

Simon Litherland was appointed Chief Executive Officer in February 2013 and is responsible for overseeing the delivery of the company's business strategy. He joined Britvic in September 2011, initially as Managing Director of Britvic GB. Prior to this, he had a career spanning 20 years with Diageo. His last role was MD of Diageo Great Britain, having previously run Diageo's businesses in South Africa, Ireland and Central and Eastern Europe. During his time at Diageo, Simon was responsible for an extensive portfolio of brands including Guinness, Johnnie Walker, Baileys, Smirnoff and Captain Morgan. In his earlier career he held a variety of International Finance Director roles in Diageo, IDV and Grand Metropolitan. In February 2015, Simon joined the board of ISBA (the Voice of British Advertisers) as President and Chairman of their Council. Simon qualified as a Chartered Accountant with Deloittes in South Africa and has a business degree at the University of Cape Town.

Ian McHoul

Independent Non-Executive Director

Ian McHoul was appointed a Non-Executive Director on 10 March 2014 and is the Chairman of the Audit Committee. He is also a member of the Nomination and Remuneration Committees. Ian is currently the Chief Financial Officer of Amec Foster Wheeler plc, a position he has held since 2008. Prior to this, Ian was Finance Director of Scottish & Newcastle plc and Finance and Strategy Director of the Inntrepreneur Pub Group Ltd, and he spent 10 years with Foster's Brewing Group in a variety of roles. Ian was a Non-Executive Director and Chairman of the Audit Committee of Premier Foods plc between 2004 and 2013, the last year of which he was also the Senior Independent Director.