Britvic PLC — Governance Information 2022

Dec 8, 2022

RULES OF THE BRITVIC SHARE INCENTIVE PLAN

Readopted by the Company in general meeting on [DATE] 2023

Expiry of shareholder authority: [DATE] 2033

1	Definitions and interpretation1
2	Purpose of the Plan 5
3	Establishment of Plan Trust5
4	Timing of operation of the Plan 5
5	Eligibility of individuals6
6	Participation on same terms6
7	Participation in more than one connected share incentive plan in a tax year7
8	Part A: Partnership shares 7
9	Part B: Matching shares 10
10	Part C: Free shares 12
11	Part D: Dividend shares 14
12	General: Company reconstructions 16
13	Fractional entitlements 17
14	Rights issues 17
15	Scrip dividends 18
16	Transfer expenses 18
17	Withdrawal of Plan Shares upon ceasing to be in Relevant Employment 19
18	Rights attaching to Plan Shares 19
19	Voting rights attaching to Plan Shares 19
20	Transfer of Plan Shares 19
21	General 20
22	Notices 20
23	Disputes 21
24	Governing law 21

1 Definitions and interpretation

1.1 The following words and expressions have the following meanings:

Accumulation Period in relation to Partnership Shares, the period during which the Trustee accumulates a Qualifying Employee's Partnership Share Money before acquiring Partnership Shares or repaying it to the employee

Acquisition Date

• (a) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 52(5) of Schedule 2
• (b) in relation to Partnership Shares, where there is no Accumulation Period, the meaning given by paragraph 50(4) of Schedule 2 and
• (c) in relation to Dividend Shares, the meaning given by paragraph 66(4) of Schedule 2

Associated Company the same meaning as in paragraph 94 of Schedule 2

Award Date in relation to Free Shares or Matching Shares, the date on which such Shares are awarded

Award

• (a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares in accordance with the Plan and
• (b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan

Award Maximum the meaning given to that term in Rule 8.8

Board the board of directors of the Company

Capital Receipt the same meaning as in section 502 of ITEPA

Company Britvic plc (company number 05604923 whose registered office is at Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ)

Connected Company the same meaning as in paragraph 18(3) of Schedule 2

Control the same meaning as in section 719 of ITEPA

CTA 2010 the Corporation Tax Act 2010

Dealing Day any day on which the London Stock Exchange is open for business

Deed the trust deed relating to the Plan [originally dated 18 June 2003, as amended and restated on [DATE] and made between (1) the Company and (2) the Trustee]

Dividend Shares Shares acquired on behalf of a Participant from reinvestment of dividends under Part D of the Plan and which are subject to the Plan

Employees' Share Scheme the same meaning as in section 1166 of the Companies Act 2006

Free Share Agreement an agreement governing the Award of Free Shares the terms of which are determined by the Company

Free Shares Shares awarded under Part C of the Plan which are subject to the Plan

Group Plan the Plan as established by the Company and extending to its Subsidiaries and Jointly Owned Companies which are Participating Companies

Holding Period

• (a) in relation to Free Shares, the period specified by the Company pursuant to Rule 10.14
• (b) in relation to Matching Shares, the period specified by the Company pursuant to Rule 9.6 and
• (c) in relation to Dividend Shares, the period of three (3) years from the Acquisition Date specified in Rule 11.9

Initial Market Value the Market Value of a Share on an Award Date and where the Share is subject to a restriction or risk of forfeiture, the Market Value will be determined without reference to that restriction or risk

ITA 2007 the Income Tax Act 2007

ITEPA the Income Tax (Earnings and Pensions) Act 2003

ITTOIA 2005 the Income Tax (Trading and Other Income) Act 2005

Jointly Owned Company

• (a) any company of which 50% of its issued share capital is owned by the Company and/or any Subsidiary of the Company and 50% of its issued share capital is owned by another person and
• (b) any company under the Control of any such company

London Stock Exchange the London Stock Exchange plc or any successor body carrying on the business of the London Stock Exchange

Market Value

• (a) on any day when the Shares are admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange either:
  • (i) if all of the Shares to be awarded on an Award Date or Acquisition Date (as the case may be) are purchased:
    • (A) in a single transaction, the actual amount paid by the Trustee for such Shares or
    • (B) in multiple transactions either on a single date or over a period of up to five days, the average of the prices paid by the Trustee for such Shares or
• (ii) the lower of the two prices shown in the Daily Official List of the London Stock Exchange as the closing price for the Shares on that day plus half the difference between these prices (or if the Exchange is closed on that day, the value on the latest previous day that the Exchange was open) or the average of such values over the [five] (5) immediately preceding Dealing Days, except where, in consequence of special circumstances, the closing price is not by itself a proper measure of the market value of the Shares
• (b) on any day when the Shares are not so admitted, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Plan with HM Revenue & Customs Shares and Assets Valuation on or before that day

Matching Shares Shares awarded under Part B of the Plan and which are subject to the Plan

NICs Primary Class 1 National Insurance contributions

Participant an individual who has received under the Plan an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired

Participating Companies the Company and such of its Subsidiaries and any Jointly Owned Companies that have executed deeds of adherence to the Plan under clause 13 of the Deed

Partnership Shares Shares awarded under Part A of the Plan and which are subject to the Plan

Partnership Share Agreement an agreement governing the Award of Partnership Shares and (if applicable) Matching Shares, the terms of which are determined by the Company

Partnership Share Money money deducted from a Qualifying Employee's Salary pursuant to a Partnership Share Agreement and held by the Trustee to acquire Partnership Shares or to be returned to such a person

Performance Allowances the criteria for an Award of Free Shares where:

• (a) whether Shares are awarded or
• (b) the number or value of Shares awarded

is conditional on performance targets being met

Permitted Cessation ceasing to be in Relevant Employment because of:

• (a) injury or disability
• (b) redundancy within the meaning of the Employment Rights Act 1996
• (c) a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006
• (d) a change of Control or other circumstances ending the status of the Participant's employer as an Associated Company
• (e) retirement or

(f) death

Plan the Britvic Share Incentive Plan

Plan Shares

• (a) Partnership Shares, Matching Shares or Free Shares awarded to Participants
• (b) Dividend Shares acquired on behalf of Participants and
• (c) shares in relation to which paragraph 87(2) (company reconstructions: new shares) of Schedule 2 applies that remain subject to the Plan

Plan Termination Notice a notice issued under paragraph 89 of Schedule 2

Qualifying Company the same meaning as in paragraph 17 of Schedule 2

Qualifying Corporate Bond the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992

Qualifying Employee an employee who must be invited to participate in an Award in accordance with Rule 5.3 and any employee who the Company has invited to participate in accordance with Rule 5.4

Qualifying Period the period (if any) of employment determined by the Company with respect to an Award, being a period starting not earlier than:

• (a) in the case of Free Shares, 18 months before the Award is made
• (b) in the case of Partnership Shares and Matching Shares where there is an Accumulation Period, 6 months before the start of the Accumulation Period relating to the Award and
• (c) in the case of Partnership Shares and Matching Shares where there is no Accumulation Period, 18 months before the deduction of Partnership Share Money relating to the Award

Relevant Employment employment by the Company or any Associated Company

Rules the rules of the Plan as amended from time to time

Salary the same meaning as in paragraph 43(4) of Schedule 2

Schedule 2 Schedule 2 to ITEPA

Schedule 2 SIP a share incentive plan in relation to which the requirements of Parts 2 to 9 of Schedule 2 are (and are being) met

Shares ordinary shares in the capital of the Company which comply with the conditions set out in Part 4 of Schedule 2

Subsidiary any company which is for the time being under the Control of the Company

Tax Year a year beginning on 6 April and ending on the following 5 April

Trustee the trustee or trustees of the Plan from time to time

Trust Fund all assets transferred to the Trustee to be held on the terms of the Deed and the assets from time to time representing such assets, including any accumulations of income

Trust Period the period of 76 years after the 18 June 2003 and

Variation in relation to the equity share capital of the Company, a capitalisation issue, an offer or invitation made by way of rights, a subdivision, a consolidation, a reduction or any other variation of capital

• 1.2 References to any Act, or Part, Chapter, or section (including but not limited to ITTOIA 2005, ITA 2007 and ITEPA) will include any statutory modification, amendment or re-enactment of that Act, for the time being in force.
• 1.3 Words of the feminine gender will include the masculine and vice versa and words in the singular will include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

2 Purpose of the Plan

The purpose of the Plan is to enable employees of Participating Companies to acquire Shares in the Company in accordance with Schedule 2 which give them a continuing stake in the Company. The Plan will not provide benefits to employees otherwise than in accordance with Schedule 2 and will not provide cash to employees as an alternative to shares. The Company may from time to time determine which (if any) of Parts A, B, C and D of the Plan will have effect.

3 Establishment of Plan Trust

• 3.1 The Company has established a trust which is constituted under the laws of England and Wales for the purposes of:
  • (a) in the case of Free Shares and Matching Shares, acquiring Shares and awarding them to Qualifying Employees in accordance with the Plan;
  • (b) in the case of Partnership Shares, holding Partnership Share Money and applying it in acquiring Shares on behalf of Qualifying Employees in accordance with the Plan;
  • (c) in the case of Dividend Shares, acquiring such Shares in accordance with the Plan; and
  • (d) holding in accordance with the Plan all such Shares so awarded or acquired.
• 3.2 References in the Rules and the Deed to the Trustee acquiring Partnership Shares or Dividend Shares on behalf of a Qualifying Employee or Participant include the appropriation of Shares already held by the Trustee for that purpose.

4 Timing of operation of the Plan

• 4.1 Subject to Rules 4.2 and 4.3 below, the Company may operate the Plan at any time.
• 4.2 Free Shares may only be awarded within the period of 42 days commencing on any of the following:
  • (a) the day on which the Plan is approved by the Company in general meeting;
• (b) the day after the announcement of the Company's results on the London Stock Exchange for any period;
• (c) any day on which the directors of the Company resolve that exceptional circumstances exist which justify the making of an Award;
• (d) any day on which changes to the legislation affecting Schedule 2 SIPs are announced, effected or made; and
• (e) where the award of Free Shares is subject to restrictions imposed by statute, order, regulation or any dealing code adopted by the Company, the day following the lifting of such restrictions.
• 4.3 No invitations to participate in Awards under the Plan may be issued on or after the 10th anniversary of the date of readoption of the Plan by the Company in general meeting.

5 Eligibility of individuals

• 5.1 Individuals are eligible to participate in an Award only if:
  • (a) they are employees of a Participating Company;
  • (b) they are eligible at the appropriate time set out in paragraph 14 of Schedule 2;
  • (c) they do not fail to be eligible under Rule 5.2; and
  • (d) they have been employees of a Qualifying Company at all times during any Qualifying Period that the Company determines for that Award.
• 5.2 Individuals are not eligible to participate in an Award of Shares in any Tax Year if in that Tax Year they are to receive at the same time an award under another Schedule 2 SIP established by the Company or a Connected Company, or if they would have received such an award but for their failure to meet a performance target.

Employees who must be invited to participate in Awards

5.3 Individuals will be eligible to receive an Award of Shares under the Plan if they meet the requirements in Rule 5.1 and are UK resident taxpayers (within the meaning of paragraph 8(2) of Schedule 2). In this case they will be invited to participate in any Awards of Free Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan.

Employees who may be invited to participate in Awards

5.4 The Company may also invite any employee who is not a UK resident taxpayer who meets the requirements in Rule 5.1 to participate in any Award or acquisition of Dividend Shares, as set out in the Plan.

6 Participation on same terms

• 6.1 Every Qualifying Employee will be invited to participate in an Award on the same terms. All who do participate in an Award will do so on the same terms.
• 6.2 The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked.

6.3 The Company may make an Award of Free Shares to Qualifying Employees by reference to their performance as set out in Rule 10.5.

7 Participation in more than one connected share incentive plan in a tax year

• 7.1 Where a Qualifying Employee participates in an Award of Shares under the Plan in the same Tax Year in which they have already participated in an award of shares under one or more other Schedule 2 SIPs established by the Company or a Connected Company:
  • (a) paragraph 35 of Schedule 2 (maximum annual award of free shares); and
  • (b) paragraph 46 of Schedule 2 (maximum amount of partnership share money deductions),

will apply as if the Plan and the other plans were a single plan.

8 Part A: Partnership shares

• 8.1 The Company may at any time decide to give Qualifying Employees the opportunity to acquire Partnership Shares in accordance with this Part A, in which case it will invite every Qualifying Employee to enter into a Partnership Share Agreement.
• 8.2 Other than a provision which is in accordance with paragraph 43(2B) and 43(2C) of Schedule 2, Partnership Shares will not be subject to any provision under which they may be forfeited and a Participant may withdraw some or all of his Partnership Shares from the Plan at any time.

Maximum amount of deductions

• 8.3 A Partnership Share Agreement will state the maximum amount of Partnership Share Money (or percentage of Salary) that may be deducted from an employee's Salary in any Tax Year and the intervals (if any) at which the deductions are to be made, but so that the maximum cannot exceed either:
  • (a) £1,800 in any Tax Year; or
  • (b) 10% of the total of the payments of Salary made to such employee over that Tax Year,

or such other limits as are specified in Schedule 2 from time to time.

• 8.4 The maximum amount of deductions must be the same in all Partnership Share Agreements entered into in response to invitations issued on the same occasion.
• 8.5 Any amount deducted in excess of that allowed by Rule 8.3 will be paid over to the employee, subject to deduction of both income tax under PAYE and NICs, as soon as practicable.

Minimum amount of deductions

• 8.6 The minimum amount to be deducted under the Partnership Share Agreement on any occasion:
  • (a) will be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion; and
  • (b) will not be greater than £10 or such other limit as specified in Schedule 2 from time to time.

Notice of possible effect of deductions on benefit entitlement

8.7 Every Partnership Share Agreement will contain a notice under paragraph 48 of Schedule 2.

Restriction imposed on number of Shares awarded

• 8.8 The Company may specify the maximum number of Shares to be included in an Award of Partnership Shares (Award Maximum).
• 8.9 The Partnership Share Agreement will contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award.
• 8.10 The notification of any restriction in Rule 8.9 above will be given:
  • (a) if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and
  • (b) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award.

Plan with no Accumulation Period

8.11 The Trustee will acquire Shares on behalf of the Qualifying Employee on the Acquisition Date using the Partnership Share Money. The number of Shares awarded to each employee will be determined in accordance with the Market Value of the Shares on that date.

Plan with Accumulation Period

• 8.12 If there is an Accumulation Period, the Trustee will acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money deducted during the Accumulation Period.
• 8.13 The number of Shares acquired on behalf of each Participant will be determined by reference to:
  • (a) the Market Value of the Shares at the beginning of the Accumulation Period;
  • (b) the Market Value of the Shares on the Acquisition Date; or
  • (c) the lower of the amounts under Rules 8.13(a) and 8.13(b).

The method of valuing the Shares for the purpose of this Rule 8.13 will be specified in the Partnership Share Agreement.

• 8.14 If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement will have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.
• 8.15 In any case where Partnership Share Money is deducted in an Accumulation Period and either:
  • (a) the Participant ceases to be in Relevant Employment during the Accumulation Period; or

(b) the Accumulation Period comes to an end on the occurrence of an event specified in the Partnership Share Agreement (if any),

the Partnership Share Money deducted in that Accumulation Period must be paid over to the Participant (subject to the deduction of both income tax under PAYE and NICs) as soon as practicable.

Surplus Partnership Share Money

• 8.16 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustee:
  • (a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; or
  • (b) in any other case, will be paid over to the Participant, subject to deduction of both income tax under PAYE and NICs, as soon as practicable.

Scaling down

• 8.17 If the Company receives applications for Partnership Shares exceeding the Award Maximum determined in accordance with Rule 8.8 then the following steps will be taken in sequence until the excess is eliminated:
  • (a) the excess of the monthly deduction chosen by each applicant over £10 or, if less, the minimum amount to be deducted under the Partnership Share Agreement (Minimum Monthly Amount) will be reduced pro rata;
  • (b) all monthly deductions will be reduced to the Minimum Monthly Amount; and
  • (c) applications will be selected by lot, each based on a monthly deduction of the Minimum Monthly Amount.

Each application will be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares will be notified of the change.

Withdrawal from Partnership Share Agreement

8.18 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice will take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of an employee will be paid over to that employee as soon as practicable subject to deduction of income tax under PAYE and NICs.

Stopping and restarting deductions by the Participant

• 8.19 A Participant may at any time after entering into a Partnership Share Agreement give notice in writing to the Company to stop deductions from the Participant's Salary under the Partnership Share Agreement.
• 8.20 A Participant who has stopped deductions from his Salary under a Partnership Share Agreement may subsequently give notice in writing to the Company to re-start deductions from his Salary under that Partnership Share Agreement. However:
  • (a) any deductions that have been missed may not be made up; and
• (b) where the deductions are made during an Accumulation Period, a Participant may not restart deductions more than once in that Accumulation Period.
• 8.21 Unless a later date is specified in any notice given under:
  • (a) Rule 8.19, the Company must give effect to that notice within 30 days of receiving it;
  • (b) Rule 8.20, the Company must restart deductions under the Partnership Share Agreement no later than the date of the first deduction due under the Partnership Share Agreement more than 30 days after receipt of the notice.

Repayment of Partnership Share Money on loss of Schedule 2 SIP status or Termination

8.22 If the Plan is no longer to be a Schedule 2 SIP by virtue of paragraphs 81H or 81I of Schedule 2 or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees will be repaid to them as soon as practicable, subject to deduction of income tax under PAYE and NICs.

9 Part B: Matching shares

9.1 If the Plan is operated to provide Matching Shares, the Partnership Share Agreement will set out the basis on which a Participant is entitled to Matching Shares in accordance with this Part B of the Rules.

General requirements for Matching Shares

• 9.2 Matching Shares will:
  • (a) be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;
  • (b) subject to Rule 9.4, be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and
  • (c) be awarded to all Participants on exactly the same basis.

Ratio of Matching Shares to Partnership Shares

• 9.3 The Partnership Share Agreement will specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio will not exceed 2:1 or such other limit as is specified in Schedule 2 from time to time. The Company may vary the ratio before Partnership Shares are awarded. Employees will be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement.
• 9.4 If the Partnership Shares on that day are not sufficient to produce a Matching Share, the match will be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be awarded.

Forfeiture of Matching Shares

• 9.5 The Partnership Share Agreement will state the extent (if any) to which the Matching Shares will be forfeited. The Partnership Share Agreement may provide that Matching Shares will be forfeited if the Participant:
  • (a) ceases to be in Relevant Employment, other than in the event of a Permitted Cessation;
• (b) withdraws the Matching Shares from the Plan; or
• (c) withdraws the associated Partnership Shares from the Plan,

in each case within such period stated in the Partnership Share Agreement (not to exceed three (3) years) after the relevant Matching Shares were awarded. If Matching Shares are forfeited, a Participant will cease to be beneficially entitled to those Shares.

Holding Period for Matching Shares

• 9.6 The Company will, in relation to each Award of Matching Shares, specify a Holding Period throughout which a Participant will be bound by the terms of the Partnership Share Agreement:
  • (a) to permit the relevant Matching Shares to remain in the hands of the Trustee; and
  • (b) not to assign, charge or otherwise dispose of the Participant's beneficial interest in any of the Matching Shares during the Holding Period.
• 9.7 The Holding Period will, in relation to each Award of Matching Shares, be a specified period of not less than three (3) years nor more than five (5) years, beginning with the Award Date and will be the same for all Participants who receive an Award at the same time. The Holding Period will not be increased in respect of Matching Shares already awarded under the Plan.
• 9.8 A Participant may during the Holding Period direct the Trustee:
  • (a) to accept an offer for any of their Matching Shares if the acceptance or agreement will result in a new holding being equated with those original Shares for the purposes of capital gains tax;
  • (b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Matching Shares if the offer forms part of such a general offer as mentioned in Rule 9.8(c);
  • (c) to accept an offer of cash, with or without other assets, for their Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to the holders of shares in the same company (whether such offer is made to different shareholders by different means or not), and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company, within the meaning of section 450 and 451 of CTA 2010;
  • (d) to agree to a transaction affecting their Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;
    • (i) all of the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or
    • (ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan which is a Schedule 2 SIP; or
  • (e) if there is a takeover offer (within the meaning of section 974 of the Companies Act 2006), to exercise any right arising under section 983 of the Companies Act 2006 to

require an offeror to acquire their Matching Shares or such of them as are of a particular class.

10 Part C: Free shares

• 10.1 If the Plan is operated to provide Free Shares in accordance with this Part C, the Company will invite every Qualifying Employee to enter into a Free Share Agreement by the date specified by the Company.
• 10.2 The Trustee, acting with the prior written consent of the Company, will award Free Shares in accordance with this Part C.
• 10.3 The number of Free Shares to be awarded by the Trustee to each Qualifying Employee on an Award Date will be determined by the Company in accordance with this Rule 10.

Maximum Annual Award

10.4 The Initial Market Value of the Shares awarded to a Qualifying Employee in any Tax Year will not exceed £3,600 or such other limit as specified in Schedule 2 from time to time.

Allocation of Free Shares by reference to performance

• 10.5 The Company may stipulate that the number of Free Shares (if any) to be awarded to each Qualifying Employee on a given Award Date will be determined by reference to Performance Allowances.
• 10.6 If Performance Allowances are used for an Award, they will apply to all Qualifying Employees in relation to that Award Date.
• 10.7 Performance Allowances must comply with the following requirements:
  • (a) performance measures used must be based on business results or such other objective criteria as the Company will determine over such period as the Company will specify and must be fair and objective measures of the performance of the unit to which they are or may be applied;
  • (b) performance targets must be set for performance units of one or more employees; and
  • (c) for the purposes of an Award of Free Shares an employee must not be a member of more than one performance unit.
• 10.8 Where the Company decides to use Performance Allowances it will, as soon as reasonably practicable:
  • (a) notify each employee participating in the Award of the performance targets and measures which, under the Plan, will be used to determine the number or value of Free Shares awarded to him; and
  • (b) notify all Qualifying Employees, in general terms, of the performance targets and measures to be used to determine the number or value of Free Shares to be awarded to each Participant in the Award.
• 10.9 Where the Company decides to use Performance Allowances, it will determine the number of Free Shares (if any) to be awarded to each Qualifying Employee by reference to performance

using Method 1 or Method 2 as set out in Rules 10.10 and 10.11 respectively. The same method will be used for all Qualifying Employees for each Award.

Performance Allowances: Method 1

• 10.10 Under Method 1:
  • (a) at least 20% of Free Shares awarded in any performance period will be awarded without reference to performance;
  • (b) the remaining Free Shares will be awarded by reference to performance; and
  • (c) the highest Award made to an individual by reference to performance in any period will be no more than four times the highest Award to an individual without reference to performance.
• 10.11 If this Method 1 is used:
  • (a) the Free Shares awarded without reference to performance (Rule 10.10(a) above) must be awarded on the same terms as required by Rule 6; and
  • (b) the Free Shares awarded by reference to performance (Rule 10.10(b) above) need not be awarded on the same terms as required by Rule 6.

Performance Allowances: Method 2

• 10.12 Under Method 2:
  • (a) some or all Free Shares will be awarded by reference to performance;
  • (b) the Award of Free Shares to Qualifying Employees who are members of the same performance unit must be made on the same terms, as required by Rule 6; and
  • (c) Free Shares awarded for each performance unit will be treated as separate Awards.

Forfeiture of Free Shares

• 10.13 The Free Share Agreement will state the extent (if any) to which the Free Shares will be forfeited. If Free Shares are forfeited, a Participant will cease to be beneficially entitled to those Shares. The Free Share Agreement may provide that Free Shares will be forfeited if the Participant:
  • (a) ceases to be in Relevant Employment, other than in the event of a Permitted Cessation; or
  • (b) withdraws the Free Shares from the Plan,

in each case within such period stated in the Free Share Agreement (not to exceed three (3) years) after the relevant Free Shares were awarded.

Holding Period for Free Shares

• 10.14 The Company will, in relation to each Award Date, specify a Holding Period throughout which a Participant will be bound by the terms of the Free Share Agreement:
  • (a) to permit the relevant Free Shares to remain in the hands of the Trustee; and
• (b) not to assign, charge or otherwise dispose of the Participant's beneficial interest in any of the Free Shares during the Holding Period.
• 10.15 The Holding Period will, in relation to each Award of Free Shares, be a specified period of not less than three (3) years nor more than five (5) years, beginning with the Award Date and will be the same for all Participants who receive an Award at the same time. The Holding Period will not be increased in respect of Free Shares already awarded under the Plan.
• 10.16 A Participant may during the Holding Period direct the Trustee:
  • (a) to accept an offer for any of their Free Shares if the acceptance or agreement will result in a new holding being equated with those shares for the purposes of capital gains tax;
  • (b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Free Shares if the offer forms part of such a general offer as is mentioned in Rule 10.16(c);
  • (c) to accept an offer of cash, with or without other assets, for their Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their shares, or to holders of shares in the same company (whether such offer is made to different shareholders by different means or not), and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company, within the meaning of section 450 and 451 of CTA 2010;
  • (d) to agree to a transaction affecting their Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;
    • (i) all of the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or
    • (ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan which is a Schedule 2 SIP; or
  • (e) if there is a takeover offer (within the meaning of section 974 of the Companies Act 2006), to exercise any right arising under section 983 of the Companies Act 2006 to require an offeror to acquire their Free Shares or such of them as are of a particular class.

11 Part D: Dividend shares

Reinvestment of cash dividends

• 11.1 The Free Share Agreement or Partnership Share Agreement, as appropriate, will set out the rights and obligations of Participants receiving Dividend Shares under the Plan.
• 11.2 The Company may direct that some or all of the cash dividends in respect of Plan Shares held on behalf of Participants may be applied in acquiring further Plan Shares on their behalf. The Company's direction will set out the amount of cash dividends to be so applied or how that amount will be determined.
• 11.3 Dividend Shares will be Shares:
• (a) of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and
• (b) which are not subject to any provision for forfeiture.
• 11.4 The Company may decide to:
  • (a) apply all Participants' dividends, up to any amount specified pursuant to Rule 11.2, to acquire Dividend Shares;
  • (b) to pay all dividends in cash to all Participants; or
  • (c) to offer Participants the choice of receiving cash dividends or Dividend Shares in accordance with Rules 11.4(a) or 11.4(b) above.
• 11.5 The Company may modify or revoke any direction for reinvestment of cash dividends.
• 11.6 The Trustee will apply all the cash dividend to acquire Shares on behalf of the Participant on the Acquisition Date. The number of Dividend Shares acquired on behalf of each Participant will be determined by reference to the Market Value of the Shares on the Acquisition Date. The Trustee will treat Participants fairly and equally in exercising its powers in relation to the acquisition of Dividend Shares.

Certain amounts not reinvested to be carried forward

• 11.7 Any amount that is not reinvested in Dividend Shares because the amount of the cash dividend is insufficient to acquire a Share may be retained by the Trustee and carried forward to be added to the amount of the next cash dividend to be reinvested.
• 11.8 If:
  • (a) the Participant ceases to be in Relevant Employment; or
  • (b) a Plan Termination Notice is issued,

the amount so retained under Rule 11.7 will be repaid to the Participant as soon as practicable. On making such a payment, the Participant will be provided with the information specified in paragraph 80(4) of Schedule 2.

Holding Period for Dividend Shares

• 11.9 The Dividend Shares will be subject to a Holding Period of three (3) years, beginning with the Acquisition Date, throughout which a Participant will be bound:
  • (a) to permit the relevant Dividend Shares to remain in the hands of the Trustee; and
  • (b) not to assign, charge or otherwise dispose of the Participant's beneficial interest in any of the Dividend Shares during the Holding Period.
• 11.10 A Participant may during the Holding Period direct the Trustee:
  • (a) to accept an offer for any of their Dividend Shares if the acceptance or agreement will result in a new holding being equated with those shares for the purposes of capital gains tax;
• (b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Dividend Shares if the offer forms part of such a general offer as is mentioned in Rule 11.10(c);
• (c) to accept an offer of cash, with or without other assets, for their Dividend Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their shares or to holders of shares in the same company (whether such offer is made to different shareholders by different means or not), and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company, within the meaning of section 450 and 451 of CTA 2010;
• (d) to agree to a transaction affecting their Dividend Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;
  • (i) all of the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or
  • (ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan which is a Schedule 2 SIP; or
• (e) if there is a takeover offer (within the meaning of section 974 of the Companies Act 2006), to exercise any right arising under section 983 of the Companies Act 2006 to require an offeror to acquire their Dividend Shares or such of them as are of a particular class.
• 11.11 Where a Participant is charged to tax in the event of their Dividend Shares ceasing to be subject to the Plan, they will be provided with the information specified in paragraph 80 of Schedule 2.

12 General: Company reconstructions

• 12.1 The following provisions of this Rule 12 apply if there occurs in relation to any of a Participant's Plan Shares (referred to in this Rule as the Original Holding):
  • (a) a transaction which results in a new holding (referred to in this Rule as the New Holding) being equated with the Original Holding for the purposes of capital gains tax; or
  • (b) a transaction which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond.
• 12.2 If an issue of shares of any of the following description (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those shares will be treated for the purposes of this Rule as not forming part of the New Holding:
  • (a) redeemable shares or securities issued as mentioned in section 1000(1) of CTA 2010;
  • (b) share capital issued in circumstances such that section 1022(3) of CTA 2010 applies; or
  • (c) share capital to which section 410 of ITTOIA 2005 applies that is issued in a case where section 410(2) or (3) of ITTOIA 2005 applies.
• 12.3 In this Rule:

Corresponding Shares in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New Shares otherwise represent; and

New Shares means shares comprised in the New Holding which were issued in respect of, or otherwise represent, shares comprised in the Original Holding.

• 12.4 Subject to the following provisions of this Rule, references in this Plan to a Participant's Plan Shares will be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares.
• 12.5 For the purposes of the Plan:
  • (a) a company reconstruction will be treated as not involving a disposal of Shares comprised in the Original Holding; and
  • (b) the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the Participant will be that on which Corresponding Shares were so appropriated or acquired.
• 12.6 In the context of a New Holding, any reference in this Rule to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter 2 of Part IV of the Taxation of Chargeable Gains Act 1992.

13 Fractional entitlements

• 13.1 Where the Trustee receives additional rights or securities in respect of Plan Shares under a capitalisation or rights issue or similar offer or invitation, or New Shares (as defined in Rule 12.3), the Trustee will allocate those rights or securities or New Shares to the Participants concerned on a proportionate basis. If that allocation gives rise to a fraction of a security or of a transferable unit of a security (in this Rule a unit), the Trustee will round the allocation down to the next whole unit and aggregate the fractions not allocated. The Trustee will use its best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from them any expenses of sale and any taxation which may be payable in respect of them) proportionately among the Participants whose allocation was rounded down, but so that any sum of less than £3 otherwise distributable to a particular Participant may be retained by the Trustee and used for the purposes of the Plan.
• 13.2 If the Trustee receives New Shares (as defined in Rule 12.3) which form part of a Participant's Plan Shares, the Trustee will allocate the New Shares to the Participant by reference to the relative times of award or acquisition of the Participant's Plan Shares to which they relate.]

14 Rights issues

• 14.1 Whenever there are any rights arising under a rights issue (within the meaning given in paragraph 99(1) of Schedule 2), each Participant will be notified by the Trustee of the rights relating to his Plan Shares. Each Participant may direct the Trustee, and the Trustee will then be permitted:
  • (a) subject to the provision by the Participant of any necessary funds, to take up or sell all or any of the rights or allow them to lapse; and/or
  • (b) to sell rights nil paid to the extent necessary to enable the Trustee to subscribe in full for the balance of any unsold rights.
• 14.2 The Participant's instructions may be of particular or of general application and relate to Plan Shares awarded before and after the date of the rights issue. Such instructions may also be given through a provision in the Partnership Share Agreement or Free Share Agreement.
• 14.3 The Trustee will act on any instruction received by it not less than five (5) Dealing Days before the expiry of the period allowed for the exercise of any rights. If any Participant has not given instructions to the Trustee with regard to those rights by that time and, if appropriate, provided any funds necessary, the Trustee will be deemed to have been instructed in accordance with Rule 14.1(b) above. The Trustee will deal with any Capital Receipt received in consequence of the non-exercise or sale of any rights in accordance with the Deed.
• 14.4 Provided that similar rights to take up shares, securities or other rights are conferred in respect of all ordinary shares in the Company, any shares or securities allotted under Rule 14.1(b) will be treated as:
  • (a) Plan Shares identical to the shares in respect of which the rights were conferred; and
  • (b) as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those shares.
• 14.5 Any shares and securities allotted as the result of taking up a rights issue where the funds to exercise those rights were obtained otherwise than by virtue of the Trustee disposing of rights in accordance with Rule 14.1(b) will not form part of that Participant's Plan Shares and will be held by the Trustee as bare trustee for the Participant.

15 Scrip dividends

• 15.1 Subject to Part D (Dividend Shares), this Rule applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive Shares, credited as fully paid in whole or in part, instead of a cash dividend (a Scrip Offer), and, under the Scrip Offer the Participant has elected to receive Shares. A Participant's election for a Scrip Offer may be of particular or of general application and relate to Plan Shares awarded before and after the date of the relevant dividend. The Trustee will not be obliged to notify Participants of their right to elect for Shares under a Scrip Offer and, in the absence of any election, the Participant will be deemed to have elected for cash.
• 15.2 Any Shares taken up by the Trustee on behalf of any Participant under a Scrip Offer will not form part of the Participant's Plan Shares to which they relate and will belong to the Participant. The Trustee will take all reasonable steps to ensure that the Participant (or the Participant's nominee) receives the Shares as soon as practicable.

16 Transfer expenses

• 16.1 Any expenses (including stamp duty) involved in a transfer of Shares by the Trustee will be payable:
  • (a) in the case of a transfer into the name of the Participant (or the Participant's nominee), by the Trustee (and reimbursed by the Company); and
  • (b) in any other case, by the transferee.

17 Withdrawal of Plan Shares upon ceasing to be in Relevant Employment

• 17.1 If a Participant ceases to be in Relevant Employment then, subject to Rule 17.2, his Shares will automatically cease to be subject to the Plan on the date of cessation and the Trustee will transfer the Participant's Plan Shares to the Participant or as he may direct (or, if the Participant has died, to the personal representatives) as soon as reasonably practicable.
• 17.2 If a Participant ceases to be in Relevant Employment before the expiry of the relevant period specified for an Award pursuant to Rules 9.5 or 10.13 (if any) in circumstances other than a Permitted Cessation, then his beneficial interest in all of the Free Shares or Matching Shares subject to that Award will be transferred to and become vested in the Trustee for no consideration.
• 17.3 If a Participant ceases to be in Relevant Employment during the acquisition period relating to an award of Partnership Shares, he will, for the purposes paragraph 97 of Schedule 2, be treated as ceasing to be in Relevant Employment immediately after the award of Partnership Shares (acquisition period having the meaning given to it in paragraph 97(3) of Schedule 2).

18 Rights attaching to Plan Shares

Where the Trustee awards or acquires Plan Shares a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Award Date or Acquisition Date and a proportion of which do not, the Shares to be awarded to each Qualifying Employee will, so far as practicable, be in the same proportions of Shares with and without the rights.

19 Voting rights attaching to Plan Shares

• 19.1 In relation to any matter on which the Trustee has a right or opportunity as a member of the Company to vote or to exercise any other rights, the Trustee may, but will not be obliged to, seek irrevocable directions from each Participant as to the manner in which the Trustee should exercise such rights in respect of a Participant's Plan Shares.
• 19.2 The Trustee will comply with such directions and, if before such time as may be specified in writing by the Trustee, the Trustee does not receive directions in respect of the exercise or voting or other rights attaching to any Plan Shares, then except as otherwise provided in Rule 19.3 the Trustee will refrain from exercising any such rights.
• 19.3 The Trustee will not be entitled to vote on a show of hands on a particular resolution in respect of Plan Shares held on behalf of Participants unless directions are received from those Participants who have given directions in respect of that resolution are identical.
• 19.4 The Trustee will not be under any obligation to call for a poll, and in the event of a poll, the Trustee will in relation to Plan Shares vote only in accordance with the directions of Participants.

20 Transfer of Plan Shares

Subject to the terms of the Deed, the Trustee will, as soon as it practicable after it is required to under the Plan, transfer the legal title to any Plan Shares it holds on behalf of a Participant into the name of the Participant (or as the Participant may direct).

21 General

• 21.1 The granting of an Award will not form part of any Participant's entitlement to remuneration or benefits pursuant to his contract of employment with any Participating Company and the existence of a contract of employment between any person and any present or past Participating Company will not give such person any right to have an Award granted to him in respect of any number of Shares.
• 21.2 Except as otherwise provided for in this Rule 21, the rights and obligations of any Participant under the terms of his office or employment with any Participating Company will not be affected by his participation in this Plan. In particular, no benefits under this Plan will be pensionable.
• 21.3 A Participant will have no rights to seek equitable relief or to receive compensation or damages for any loss or potential loss which the Participant may suffer in connection with any Award or any rights or entitlements under the Plan which loss of potential loss arises in consequence of the loss or termination of his office or employment with any Participating Company for any reason whatsoever and however that termination may be occasioned (including, without limitation, wrongful or unfair dismissal).
• 21.4 The benefit of Rules 21.1 to 21.3 is given for the Company, for itself and as trustee and agent of all other Participating Companies. The Company will hold the benefit of these Rules on trust and as agent for each of them and many assign the benefit of this Rule 21.4 to any of them.
• 21.5 Any Shares acquired pursuant to Awards will be subject to the articles of association of the Company from time to time.
• 21.6 The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of other provisions of the Plan.
• 21.7 This Plan confers no benefit, right or expectation on a person who is not eligible to be granted Awards. No third party has any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Plan. Any other right or remedy which a third party may have is unaffected by this Rule.
• 21.8 The Company and any of its Subsidiaries may collect, hold, process and transfer the Participant's personal information including, sensitive personal data, as set out in the applicable data protection privacy notice. The Company and any of its Subsidiaries may transfer personal data and sensitive personal data outside the European Economic Area in accordance with the applicable data protection privacy notice.

22 Notices

• 22.1 Any notice or other communication in connection with the Plan to be given to the Trustee, the Company or a Participating Company must be given in writing at the address, e-mail address or fax number notified from time to time by the Trustee, the Company or the Participating Company, and will be effective upon receipt.
• 22.2 Any notice or other communication in connection with the Plan to be given to a Qualifying Employee or Participant may be:
  • (a) delivered personally;
  • (b) sent by post to the individual's home address according to the current records of the relevant Participating Company or to the address of the place of business at which the

individual performs the whole or substantially the whole of the duties of the individual's office or employment;

• (c) sent by fax, email or any other form of electronic transfer to any fax number, e-mail address or other contact number or address that according to the current records of the relevant Participating Company is used by that individual or to the individual's workplace fax number, email address or other contact number or address; or
• (d) delivered to the individual by uploading a copy of the notice or other communication to the relevant company's internal intranet side and notifying the individual of this fact in any of the methods outlined in Rules 22.2(a) to 22.2(c) above.
• 22.3 Any notice under Rule 22.2 will be given:
  • (a) if delivered, at the time of delivery;
  • (b) if posted, at 10.00 am on the second business day after it was put into the post; or
  • (c) if sent by fax, email or any other form of electronic transfer, at the time of despatch.

In proving service of notice it will be sufficient to prove that delivery was made or that the envelope containing it was properly addressed, prepaid and posted or that the fax message, email or other form of electronic transfer was properly addressed and despatched, as appropriate.

23 Disputes

The decision of the Company on any dispute or question affecting any Qualifying Employee or Participant under the Plan will be final and conclusive.

24 Governing law

The Plan and any dispute or claim arising out of, or in connection with, it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Plan, its subject matter or formation.

Draft 3: 11 Sep 22

Dated 2023

BRITVIC PLC

EQUINITI SHARE PLAN TRUSTEES LIMITED

TRUST DEED relating to the Britvic Share Incentive Plan

1	Definitions and interpretation1
2	Amendment and restatement and status 1
3	Declaration of trust 1
4	Number and qualification of Trustees2
5	Residence of Trustees2
6	Change of Trustee2
7	Information3
8	Investment and dealing with Trust assets 3
9	Loans to the Trustee4
10	Trustee's obligations under the Plan4
11	Personal interest of Trustee 6
12	Trustee meetings6
13	Subsidiary companies and Jointly Owned Companies 7
14	Expenses of the Plan7
15	Trustee's liability and indemnity 7
16	Covenant by the Participating Companies 7
17	Acceptance of gifts 7
18	Trustee's lien 7
19	The limit for Shares issued under the Plan 8
20	Amendments to the Plan 8
21	Termination of the Plan 9
22	Governing law9
23	Counterparts9
Schedule 1

Deed of adherence 11
----------------------

This Deed is made on 2023

Between

• (1) BRITVIC PLC, a company registered in England and Wales under number 05604923 (the Company) whose registered office is at Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ;
• (2) EQUINITI SHARE PLAN TRUSTEES LIMITED, a company registered in England and Wales under number 03925002 whose registered office is Aspect House, Spencer Road, Lancing, BN99 6DA (the Trustee).

Whereas:

• (A) The Company operates a share incentive plan known as the Britvic Share Incentive Plan (the Plan) which satisfies the requirements of Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003. The Plan was last readopted by the Company by way of a shareholder resolution dated 19 March 2013. The Company wishes to adopt a new Trust Deed and Rules of the Plan, to replace the original trust deed and rules dated 18 June 2003 (as amended and restated on 16 December 2013) (Original Trust Deed and Rules).
• (B) The new Trust Deed and Rules were approved by a resolution of the Board passed on [DATE] and the readopted Plan was approved by the Company's shareholders by way of ordinary resolution on [DATE OF AGM].
• (C) This Deed (included the attached Rules) amends and restates the Original Trust Deed and Rules.

Now This Deed Witnesses as follows:

1 Definitions and interpretation

• 1.1 The words and expressions used in this Deed that have capital letters have the meanings set out in Rule 1.1 of the Plan.
• 1.2 Rules 1.2 and 1.3 of the Plan will apply equally to this Deed.

2 Amendment and restatement and status

• 2.1 The Trustee and the Company hereby amend and restate the terms of the Original Trust Deed so that, with immediate effect, the terms of the Original Trust Deed and Rules will be amended and restated as set out in this Deed.
• 2.2 The Plan consists of this Deed and the attached Rules. The Company will from time to time determine which of Parts A to D of the Rules will have effect. Where the Company determines that Part A will have effect it will also specify whether there is to be an Accumulation Period of up to twelve (12) months, which will apply equally to all Qualifying Employees in the Plan.

3 Declaration of trust

3.1 The Company and the Trustee have agreed that all money, Shares and other assets which are issued to or transferred to the Trustee are to be held on the trusts declared by this Deed, and subject to the terms of the Rules. When money, Shares or assets are transferred to the Trustee by the Company with the intention of being held as part of the Plan they will be held upon the trusts and provisions of this Deed and the Rules.

• 3.2 The Trustee will hold the Trust Fund upon the following trusts namely:
  • (a) as to Shares which have not been awarded to Participants (Unawarded Shares) upon trust during the Trust Period to allocate those Shares in accordance with the terms of this Deed and the Rules;
  • (b) as to Shares which have been awarded to a Participant (Plan Shares) upon trust for the benefit of that Participant on the terms and conditions set out in the Rules;
  • (c) as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with the Rules; and
  • (d) as to money and other assets (Surplus Assets) upon trust to use them to purchase further Shares to be held on the trusts declared in clause 3.2(a) above, at such time during the Trust Period and on such terms as the Trustee in its absolute discretion thinks fit, or to pay the Trustee's expenses in administering the Plan.
• 3.3 The income of Unawarded Shares and Surplus Assets will be accumulated by the Trustee and added to, and held upon the trusts applying to, Surplus Assets.
• 3.4 The income of Plan Shares and Partnership Share Money will be dealt with in accordance with the Rules.
• 3.5 The perpetuity period in respect of the trusts and powers declared by this Deed and the Rules will be the period of 80 years from 18 June 2003 (being the date of the Original Trust Deed and Rules). The Trustee may not award Shares more than 76 years after 18 June 2003.

4 Number and qualification of Trustees

• 4.1 Unless a corporate Trustee is appointed, there must always be at least two (2) Trustees. Where there is no corporate Trustee, and the number of Trustees falls below two (2), the continuing Trustee has the power to act only to achieve the appointment of a new Trustee or Trustees.
• 4.2 No Trustee will be appointed unless he or she is an employee, director or company secretary of either the Company or any Participating Company, a professional adviser or a corporate trustee.

5 Residence of Trustees

Any Trustee, whether it be a corporate Trustee or individuals, must be resident in the United Kingdom.

6 Change of Trustee

• 6.1 The Company may at any time in writing:
  • (a) appoint a new (or additional) Trustee (to the exclusion of the Trustee's statutory power of appointment); and
  • (b) remove a Trustee from office, without assigning any reason for its removal which (in the absence of a date specified in the notice) will take effect immediately.
• 6.2 The powers of appointment and removal of Trustees will be vested in the Trustee if the Company ceases to exist otherwise than in consequence of a Company Reconstruction (as defined in Rule 12) or takeover, in which case the successor company (or, if more than one, the successor company that the Company nominates) will have such powers.
• 6.3 Any Trustee may retire on one (1) month's notice given in writing to the Company (or another period agreed with the Company), provided that there will be at least two (2) Trustees or a corporate Trustee immediately after the retirement.
• 6.4 Immediately on removal or retirement, a Trustee will:
  • (a) execute all such transfers or other documents, and do all such acts or things, as may be necessary to transfer all trust property held by it to the continuing Trustee (or as it may direct); and
  • (b) deliver all documents in its possession relating to the Plan as the Company may direct.

7 Information

The Trustee will be entitled, in the absence of manifest error, to rely without further enquiry on:

• 7.1 information supplied by any Participating Company or former Participating Company for the purposes of the Plan (including in respect of the eligibility of any person to become or remain a Participant in the Plan, and in respect of whether a Participant falls within a category specified in section 498(2) of ITEPA); and
• 7.2 any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or by any Participant.

8 Investment and dealing with Trust assets

Dealing with Trust assets

• 8.1 Save as otherwise provided for by the Plan the Trustee will not sell or otherwise dispose of Plan Shares.
• 8.2 The Trustee will obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares. In the absence of any such direction, or provision by the Plan, the Trustee will take no action.
• 8.3 The Company and Participating Companies will, as soon as practicable after deduction from Salary, pass the Partnership Share Money to the Trustee who will put the money into an account with:
  • (a) a person falling within section 991(2)(b) of ITA 2007;
  • (b) a building society; or
  • (c) a firm falling within section 991(2)(c) of ITA 2007,

until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted.

The Trustee will pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been deducted.

• 8.4 The Trustee may either retain or sell Unawarded Shares at its absolute discretion. The proceeds of any sale of Unawarded Shares will form part of Surplus Assets. The Trustee will not exercise any voting rights attaching to Unawarded Shares.
• 8.5 The Trustee will waive any dividends payable on any Unawarded Shares for the time being comprised in the Trust Fund.

Trustee's power of investment

• 8.6 The Trustee will have all the powers of investment of a beneficial owner in relation to Surplus Assets and any interest or profit derived in respect of such Surplus Assets will accumulate and be treated as Surplus Assets.
• 8.7 The Trustee will not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments, which results from the retention of Plan Shares or Unawarded Shares.

Trustee's power of delegation

• 8.8 The Trustee may, in the performance of its duties under the Plan, employ and pay any appropriate person, appoint any person as its agent to transact all or any business, and act on the advice or opinion of any professional or business person, and will not be responsible for anything done or omitted or suffered in good faith in reliance on that advice or opinion.
• 8.9 The Trustee may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this clause 8 will divest the Trustee of its responsibilities under this Deed or under Schedule 2.
• 8.10 The Trustee may allow any Shares to be registered in the name of an appointed nominee provided that such Shares will be registered in a designated account. Such registration will not divest the Trustee of its responsibilities under this Deed or Schedule 2.
• 8.11 The Trustee may at any time, and will if the Company so directs, revoke any delegation made under this clause 8 or require any Plan assets held by another person to be returned to the Trustee, or both.

9 Loans to the Trustee

• 9.1 The Trustee will have the power to borrow money for the purpose of:
  • (a) acquiring Shares; and
  • (b) paying any other expenses properly incurred by the Trustee in administering the Plan.

10 Trustee's obligations under the Plan

Notice of Award of Free Shares and Matching Shares

• 10.1 As soon as practicable after Free Shares and Matching Shares have been awarded to a Participant, the Trustee will give the Participant a notice stating:
  • (a) the number and description of those Shares;
• (b) their Initial Market Value on the date of Award; and
• (c) the Holding Period applicable to them.

Notice of Award of Partnership Shares

• 10.2 As soon as practicable after any Partnership Shares have been acquired for a Participant, the Trustee will give the Participant a notice stating:
  • (a) the number and description of those Shares;
  • (b) the amount of money applied by the Trustee in acquiring those Shares on behalf of the Participant; and
  • (c) their Market Value at the Acquisition Date.

Notice of acquisition of Dividend Shares

• 10.3 As soon as practicable after Dividend Shares have been acquired on behalf of a Participant, the Trustee will give the Participant a notice stating:
  • (a) the number and description of those Shares;
  • (b) their Market Value on the Acquisition Date;
  • (c) the Holding Period applicable to them; and
  • (d) any amount not reinvested and carried forward for acquisition of further Dividend Shares.

Notice of any foreign tax deducted before dividend paid

10.4 Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustee will give the Participant notice of the amount of any foreign tax deducted from the dividend before it is paid.

Restrictions during the Holding Period

• 10.5 Unless the Participant has at that time ceased to be in Relevant Employment, during the Holding Period the Trustee will not dispose of any Free Shares, Matching Shares or Dividend Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of Schedule 2:
  • (a) paragraph 37 (holding period: power to direct Trustee to accept general offers etc.);
  • (b) paragraph 77 (power of Trustee to raise funds to subscribe for rights issue);
  • (c) paragraph 79 (meeting by Trustee of PAYE obligations); and
  • (d) paragraph 90(5) (termination of plan: early removal of shares with participant's consent).

PAYE Liability etc.

• 10.6 The Trustee may dispose of a Participant's Shares or accept a sum from the Participant in order to meet any PAYE liability (including NICs) arising in the circumstances provided in sections 510 to 512 of ITEPA and the Trustee may pay to the employer a sum equal to that liability.
• 10.7 The Trustee may dispose of a Participant's Plan Shares under clause 10.6 by itself acquiring some or all of those Shares for the purposes of the Plan.
• 10.8 Where the Trustee receives a sum of money which constitutes a Capital Receipt in respect of which a Participant is chargeable to income tax pursuant to Chapter 6 of Part 7 of ITEPA, the Trustee will pay to the employer a sum equal to that on which income tax is so payable.
• 10.9 The Trustee will maintain the records necessary to enable it to carry out its PAYE obligations, and the PAYE obligations of the employer company so far as they relate to the Plan.
• 10.10 Where the Participant becomes liable to income tax under ITEPA or Chapters 3 or 4 of Part 4 of ITIOIA 2005, the Trustee will inform the Participant of any facts that are relevant in determining such tax liability.

Money's worth received by Trustee

• 10.11 The Trustee will pay over to the Participant as soon as is practicable any money or money's worth received by it in respect of or by reference to any of the Participant's shares other than new shares acquired in circumstances set out in paragraph 86 of Schedule 2 (company reconstructions), subject to:
  • (a) the provisions of Part 8 of Schedule 2 (dividend reinvestment); and
  • (b) the Trustee's PAYE obligations.

Duty to monitor participants in connected schemes

10.12 The Trustee must maintain records of Participants who have participated in one or more other approved Share Incentive Plan (within the meaning of Schedule 2) established by the Company or a Connected Company.

11 Personal interest of Trustee

The Trustee and any directors, officers or employees of a corporate Trustee, will not be liable to account for any benefit accruing to them by virtue of their:

• 11.1 participation in the Plan as a Qualifying Employee;
• 11.2 ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating Company; and
• 11.3 being a director or employee of any Participating Company, being a creditor, or being in any other contractual relationship with any such company.

12 Trustee meetings

The Trustee will hold meetings and make any regulations it considers appropriate for the administration of the Plan.

13 Subsidiary companies and Jointly Owned Companies

• 13.1 The Plan may, with the agreement of the Company, be extended to any Subsidiary or any Jointly Owned Company by executing a deed of adherence (substantially in the form of the schedule to this Deed) under which that company agrees to be bound by the Deed and Rules.
• 13.2 A company will cease to be a Participating Company at any time when:
  • (a) it ceases to be a Subsidiary or a Jointly Owned Company; or
  • (b) a notice is served by the Company on the Trustee that the Plan is no longer to extend to that company.

14 Expenses of the Plan

The Participating Companies will meet the costs of the preparation and administration of this Plan.

15 Trustee's liability and indemnity

• 15.1 The Participating Companies will jointly and severally indemnify the Trustee against any expenses and liabilities which are incurred through acting as a Trustee of the Plan and which cannot be recovered from the Trust Fund. This does not apply to expenses and liabilities which are incurred through fraud or wilful wrongdoing or negligence.
• 15.2 No Trustee will be personally liable for any breach of trust (other than through fraud or wilful wrongdoing) over and above the extent to which the Trustee is indemnified by the Participating Companies in accordance with clause 15.1 above.
• 15.3 The Trustee will not be liable or responsible for any loss, liability or increased liability of a Participant arising out of the failure of the Participant to give a direction to the Trustee or to give a direction within a particular time or, if the Participant has directed the Trustee to use its discretion, arising out of the bona fide exercise by the Trustee of that discretion.
• 15.4 A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the Company. A firm or company in which a Trustee is interested or by which he is employed may also charge for services rendered on this basis.

16 Covenant by the Participating Companies

The Participating Companies hereby jointly and severally covenant with the Trustee that they will pay to the Trustee all sums which they are required to pay under the Rules and will at all times comply with the Rules.

17 Acceptance of gifts

The Trustee may accept gifts of money, Shares and other assets which will be held upon the trusts declared by clause 3.2.

18 Trustee's lien

The Trustee's lien over the Trust Fund in respect of liabilities incurred by it in the performance of its duties (including the repayment of borrowed money and tax liabilities) will be enforceable subject to the following restrictions:

• 18.1 the Trustee will not be entitled to resort to Partnership Share Money for the satisfaction of any of its liabilities; and
• 18.2 the Trustee will not be entitled to resort to Plan Shares for the satisfaction of its liabilities except to the extent that this is permitted by the Plan.

19 The limit for Shares issued under the Plan

• 19.1 The number of Shares that the Trustee may subscribe for under the Plan on any day, when aggregated with the number of Shares allocated under the Plan and any other Employees' Share Scheme of the Company in the previous ten (10) years, cannot exceed ten (10) per cent. of the issued ordinary share capital of the Company immediately before that day.
• 19.2 The references in this clause 19 to the allocation of Shares mean, in the case of any share option plan, the placing of unissued or treasury Shares under option and, in relation to any other Employees' Share Scheme, the issue and allotment of Shares or the transfer of treasury Shares. For the purpose of the limit in this clause 19, Shares, where the right to acquire such Shares was released, cancelled or lapsed without being exercised, will be ignored. Shares allocated as Partnership Shares under the Plan will be ignored for the purposes of the limit in Rule 19.1.
• 19.3 Where Shares issued in connection with the Plan or any other Employees' Share Scheme of the Company are to be taken into account for the purposes of any of the limits in this clause 19 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, the number of Shares which will be taken into account for the purposes of the limit may be adjusted in the manner the Company considers appropriate to take account of the Variation.

20 Amendments to the Plan

The Company may, with the Trustee's written consent, from time to time amend the Plan provided that no purported amendment will be effective:

• 20.1 if it would adversely prejudice to a material extent the rights attaching to any Plan Shares awarded to or acquired by Participants, unless it is made:
  • (a) with the written consent of Participants who hold Awards in respect of 75 per cent. of all the Plan Shares held by the Trustee; or
  • (b) by a resolution of a meeting of Participants passed by not less than 75 per cent. of the Participants who attend and vote either in person or by proxy,

and for these purposes, the provisions of the articles of association of the Company and of the Companies Act 2006 relating to shareholder meetings will apply with the necessary changes;

• 20.2 if it would cause the Plan to cease to be an Employees' Share Scheme;
• 20.3 if it would offend the rule against perpetuities;
• 20.4 in the case of an amendment to the advantage of Participants or Qualifying Employees to the provisions in the Plan relating to:
  • (a) who can be a Participant or Qualifying Employee;
  • (b) the number of Shares that the Trustee can acquire under the Plan;
• (c) the maximum entitlement for any Participant;
• (d) the basis for determining a Participant's entitlement to, and the terms of, the securities, cash or any other benefit to be provided and for the adjustment thereof (if any) in the event of a Variation; or
• (e) the terms of this clause 20.4,

unless the amendment has been approved by ordinary resolution of the Company in general meeting, except minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or Qualifying Employees or any Participating Company.

20.5 The Company can adopt additional parts of the Plan applicable in any jurisdiction under which participation may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which apply to a Participant, any Participating Company or Associated Company. Any additional parts must conform to the basic principles of the Plan and must not enlarge to the benefit of Participants any limits in the Plan. Any additional part will not form part of the Plan for the purposes of Schedule 2.

21 Termination of the Plan

• 21.1 The Plan will terminate:
  • (a) in accordance with a Plan Termination Notice issued by the Company to the Trustee under paragraph 89 of Schedule 2, or
  • (b) if earlier, on the expiry of the Trust Period.
• 21.2 The Company will immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustee and each individual who has Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the Plan Termination Notice was issued.
• 21.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period paragraph 90 of Schedule 2 will have effect.
• 21.4 Any Shares or other assets which remain undisposed of after the requirements of paragraph 90 of Schedule 2 have been complied with will be held by the Trustee upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the Trustee will in its absolute discretion think appropriate.

22 Governing law

The trusts hereby created are established under the laws of England and Wales and subject as hereinafter provided the rights of the individuals entitled to benefit from this Deed and the rights powers and duties of the Trustee under this Deed and the construction of every provision of this Deed will be determined according to the laws of England and Wales.

23 Counterparts

This Deed may be executed in any number of counterparts, and by the parties on separate counterparts, but will not be effective until each party has executed at least one counterpart. Each counterpart will constitute an original of this Deed but all of the counterparts will together constitute but one and the same instrument.

In Witness of which this Deed has been executed and delivered as a deed by the parties on the date which first appears on page 1.

Executed as a deed by Britvic plc acting by two directors or by a director and its secretary	) ) ) ) )	Director Director/Secretary
Executed as a deed by Equiniti Share Plan Trustees Limited acting by two directors or by a director and its secretary	) ) ) ) )	Director Director/Secretary

Schedule 1

Deed of adherence

This Deed is made this on

Between

• (1) BRITVIC PLC (registered number 05604923) (the Company);
• (2) [INSERT NAME OF TRUSTEE] (registered number [insert company number]) (the Trustee); and
• (3) [INSERT NAME OF NEW PARTICIPATING COMPANY] (registered number [insert company number])

and is supplemental to the Amended and Restated Trust Deed and Rules (the Trust Deed) of the Britvic Share Incentive Plan (the Plan) executed by the Company and the Trustee on the [insert date on which the Trust Deed was executed].

Whereas:

• (A) [insert name of new Participating Company] was incorporated on the [insert date] and on [date] became a Subsidiary of the Company;
• (B) [insert name of new Participating Company] wishes to become a Participating Company under, and to invite its Qualifying Employees to participate in, the Plan.

Now This Deed Witnesses as follows:

• 1 Terms and expressions used in this Deed will, unless the context otherwise requires, have the same meaning as in the Trust Deed.
• 2 [insert name of new Participating Company] agrees to become a Participating Company and to be bound by the terms of the Trust Deed.

In Witness of which this Deed has been executed and delivered as a deed by the parties on the date written above.

Executed as a deed by [Name of New Participating Company] acting by two directors or by a director and its secretary	Director	Director/Secretary
Executed as a deed by Britvic plc acting by two directors or by a director and its secretary	Director	Director/Secretary
Executed as a deed by [Name of Trustee] acting by two directors or by a director and its secretary	Director	Director/Secretary