Britvic PLC — AGM Information 2017

Jan 31, 2017

BRITVIC plc

("the Company")

SPECIAL BUSINESS

The following Ordinary and Special Resolutions were passed as special business on a poll at the Annual General Meeting of the Company held at RSA House, Durham House Street (off The Strand), London WC2N 6HG on 31st January 2017:

ORDINARY RESOLUTIONS

Resolution 15 – Political donations and expenditure

• 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 annual general meeting in 2018 or on 30 March 2018, 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 – General authority to allot shares

• 1. THAT the directors be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to exercise all the Company's powers 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 £17,352,991; and
• (b) up to a further aggregate nominal amount of £34,705,983, 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.

This authority shall expire at the conclusion of the Company's annual general meeting in 2018 or on 30 March 2018 whichever is earlier, 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.

SPECIAL RESOLUTIONS

Resolution 17 – Disapplication of pre-emption rights

• 1. THAT, subject to the passing of Resolution 16 in this notice of AGM, 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 in this notice of AGM 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 in this notice of AGM 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 £2,629,241,

and shall expire on the revocation or expiry (unless renewed) of the general authority conferred by Resolution 16 in this notice of AGM, 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 18 – Authority to directors to issue shares for cash

• 1. THAT, subject to the passing of Resolution 16 in this notice of AGM and in addition to the power contained in Resolution 17 set out in this notice of AGM, 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 in this notice of AGM 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 is:
• (a) limited to the allotment of equity securities up to an aggregate nominal amount of £2,629,241; and
• (b) used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a

kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of AGM,

and shall expire on the revocation or expiry (unless renewed) of the general authority conferred by Resolution 16 in this notice of AGM, 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 19 – Company's authority to purchase its 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 26,292,411;
• (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 Company's next annual general meeting or, if earlier, on 30 March 2018 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 20 – Notice of General Meeting

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 Company's next annual general meeting or on 30 March 2018, whichever is the earlier.

Clare Thomas Company Secretary Britvic plc

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

January 2017