Britvic PLC — AGM Information 2020

Dec 9, 2020

The Annual General Meeting (the 'AGM' or the 'Meeting') of Britvic plc (the 'Company') will be held at 11.00am on Thursday, 28 January 2021 at Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire, HP2 4TZ as a closed meeting due to the ongoing restrictions and limitations on public gatherings imposed by the UK Government. Shareholders are encouraged to vote by appointing the Chair as proxy and will be unable to attend in person. Any shareholders attempting to attend in person will be refused entry.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This document is formal notification to you that company reports are now available online. The reports available online contain the information you need for a full understanding of the proposals to be put to the Meeting. Shareholders should review the documents before voting. The AGM notice can be accessed at www.britvic.com/agm and the 2020 Annual Report at www.britvic.com/annualreport

Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 23 will be proposed as special resolutions.

How to vote

If you would like to submit your form of proxy electronically via the internet, go to www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown below will be required to complete the procedure.

If you prefer to return the Form of Proxy by post, please use the enclosed pre-paid envelope, or send to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is not required if posted in Great Britain, the Channel Islands or Northern Ireland.

To use the CREST service, members should transmit a CREST proxy instruction, using the procedures described in the CREST manual (available at www.euroclear.com). The participant ID of Equiniti (the Company's Registrar) is RA19.

All votes must be received no later than 11.00am on Tuesday, 26 January 2021.

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Britvic plc AGM Proxy Form

2021 Annual General Meeting of Britvic plc (the 'AGM' or the 'Meeting') to be held at 11.00am on Thursday, 28 January 2021

Voting ID Task ID Shareholder Reference Number

I/We HEREBY APPOINT the Chairman of the Meeting to be my/our proxy to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Meeting to be held at 11.00am on Thursday, 28 January 2021 and at any adjournment thereof. I/we request my/our proxy to vote in the manner indicated below:

16 Authority to Audit Committee to fix the remuneration of the auditors

17 Authority to make political donations and

incur political expenditure

AGMs) on 14 clear days' notice

	RESOLUTIONS:	FOR		AGAINST WITHHELD RESOLUTIONS:	FOR	AGAINST WITHHELD
1	Receive the Annual Report and Accounts for the year ended 30 September 2020			13 Re-election of Ian McHoul as a Director
2	Declare a final dividend of 21.6p per share			14 Re-election of Euan Sutherland as a Director

3	Consider and approve the Directors'

• Remuneration Policy 15 Re-appointment of Ernst & Young LLP as auditors
• 4 Consider and approve the Directors' Remuneration Report for the year ended 30 September 2020
• 5 Consider and approve amendments to the Performance Share Plan rules
• 6 Consider and approve amendments to the Executive Share Option Plan rules ¹⁸ Authority to Directors to allot shares
• 7 Re-election of John Daly as a Director 19 Authority to disapply pre-emption rights
• 8 Re-election of Simon Litherland as a Director 20 Additional authority to disapply pre-emption rights
• 9 Re-election of Joanne Wilson as a Director 21 Authority to Company to purchase own shares
• ¹⁰ Re-election of Suniti Chauhan as a Director 22 Authority to hold general meetings (other than
• 11 Re-election of Sue Clark as a Director 23 Distributable reserves amendment
• 12 Re-election of William Eccleshare as a Director

I/we would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he/she sees fit or abstain in relation to any business of the meeting.

Date Signature

In the case of a corporation, this form must be executed under its common seal, or signed by a duly authorised official, whose capacity should be stated in accordance with Section 44 of the Companies Act 2006.

Impact of COVID-19 restrictions

As noted overleaf, the Company's AGM will be held as a closed meeting due to the ongoing restrictions and limitations on public gatherings imposed by the UK Government. Shareholders are strongly encouraged to vote by appointing the Chair as proxy and will be unable to attend in person. Any shareholders attempting to attend in person will be refused entry. The Board will monitor the situation with particular regard to any changes to the UK Government restrictions and guidance and other factors relating to the health and safety of shareholders and the Board. The Board will consider opening up the AGM if it believes it appropriate to do so having regard to such factors. Any such changes will be communicated to shareholders in advance through the Company's website at www.britvic.com/agm and, where appropriate, by RIS announcement.

Right to ask questions

As shareholders are unable to attend this year's AGM, they will not have the opportunity to ask questions at the meeting. Instead, shareholders will have the opportunity to ask questions relating to the business of the AGM by submitting questions in advance of the AGM by emailing investors@britvic.com by 6.30pm on Tuesday, 26 January 2021. Questions will then be addressed and answered in the manner considered most appropriate by the Company given the nature of the question, which is expected to be either by reply email or via a statement on the Company's website.

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Notes

• 1. The meeting is being held as a closed meeting which means shareholders will not be permitted to attend. Any shareholders attempting to attend will be refused entry. Further information can be found in the Notice of Meeting.
• 1. We recommend that you appoint the Chairman of the Meeting to be your proxy at the AGM, rather than a named person, as they will not be permitted to attend the meeting. To appoint the Chairman as your proxy in respect of all your shares, fill in any voting instructions and sign and date the proxy form.
• 1. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the Meeting.
• 1. The 'Withheld' option on the proxy form is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• 1. If the proxy form is signed by someone else on your behalf, their authority to sign, such as a power of attorney, must be returned with the proxy form. A corporation must seal the proxy form or have it signed by an officer or attorney or other person authorised to sign whose capacity should be stated in accordance with Section 44 of the Companies Act 2006.
• 1. In the case of joint holders, only one holder need sign this proxy form, but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
• 1. You can register your vote electronically via the Sharevote website: sharevote.co.uk. To vote, you will need to enter the series of numbers quoted on this proxy form and follow the instructions on the website.
• 1. CREST members should refer to the Notice of Meeting for instructions regarding CREST electronic voting.
• 1. To be valid, voting instructions must reach the Company's Registrar, Equiniti, by no later than 11.00am on Tuesday, 26 January 2021.