Britvic PLC — AGM Information 2019

Jan 31, 2019

BRITVIC plc

("the Company")

The following resolutions which, in accordance with Listing Rule 9.6.2, do not constitute ordinary business at an annual general meeting were passed on a poll at the Annual General Meeting of the Company held at Linklaters LLP, One Silk Street, London EC2Y 8HQ at 11a.m. on 31 January 2019:

ORDINARY RESOLUTIONS

Resolution 15 – Political donations and expenditure

THAT the Company, and all 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, for the period from the date of the passing of this resolution and expiring at the conclusion of the Company's next annual general meeting or at the close of business on 29 March 2020, whichever is earlier:

• (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.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. 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.

Words and expressions defined for the purposes of Part 14 of the Companies Act 2006 shall have the same meaning in this resolution.

Resolution 16 - General authority to allot shares

THAT the directors be and are hereby 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 £17,474,612; and
• (b) up to a further aggregate nominal amount of £17,474,612, 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 next annual general meeting or at the close of business on 29 March 2020, 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.

SPECIAL RESOLUTIONS

Resolution 4 – Articles of Association

THAT, the Articles of Association set out in the document presented to the annual general meeting and signed for the purposes of identification by the Chairman, be and are hereby adopted as the new Articles of Association of the Company to the exclusion of, and in substitution for, the existing Articles of Association of the Company.

Resolutions 17 and 18 – Disapplication of pre-emption rights

• 1. THAT, following the passing of Resolution 16, the directors be and they are hereby authorised, pursuant to Sections 570 and 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, 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 of equity securities or sale of treasury shares (otherwise than pursuant to subparagraph (a) of this Resolution 17 to any person or persons of equity securities up to an aggregate nominal amount of £2,647,669.

This authority shall expire on the revocation or expiry (unless renewed) of the general authority conferred by Resolution 16, 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.

• 1. THAT, following the passing of Resolution 16 and in addition to the power contained in Resolution 17, the directors be and are hereby authorised pursuant to Sections 570 and 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 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 £2,647,669; 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,

and this authority shall continue for the same period as the authority conferred by Resolution 16, provided that the Company 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

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 with a nominal value of £0.20 each in the Company on such terms and in such manner as the directors may from time to time determine, provided that:

• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 26,476,685;
• (b) the minimum price (exclusive of expenses) which may be paid for any such share is its nominal value;
• (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"); and
• (d) the authority 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 at the close of business on 29 March 2020 unless previously renewed, varied or revoked by the Company in general meeting provided that if the Company has agreed before this date to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, where these purchases will or may be executed wholly or partly after the expiry of such authority, the Company may complete such purchases.

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 at the close of business on 29 March 2020, whichever is earlier.

Jonathan Adelman Company Secretary Britvic plc

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

31 January 2019