THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT, TOGETHER WITH THE REST OF THIS DOCUMENT, COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH THE COMPANIES ACT 2006. This document relates to an offer which, if implemented, will result in the cancellation of the listing of Britvic Shares on the Official List and of trading of Britvic Shares on the London Stock Exchange's main market for listed securities. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell, have sold or otherwise transferred all of your Britvic Shares, please send this document and the accompanying Forms of Proxy at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Britvic Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed in, forwarded to or transmitted in or into any Restricted Jurisdiction or any jurisdiction where offering the New A.G. Barr Shares or making them available for subscription or purchase would breach any applicable law.

The enclosed Forms of Proxy are personalised. If you have recently purchased or been transferred Britvic Shares, you should contact Britvic's Registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, on the telephone number set out on page 8 of this document, to obtain replacements of these documents.

Recommended All-Share Merger

of

BRITVIC PLC

(incorporated and registered in England and Wales with registered number 5604923)

and

A.G. BARR P.L.C.

(incorporated and registered in Scotland with registered number SC005653)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

You should carefully read the whole of this document (including any documents incorporated into it by reference) and the accompanying Forms of Proxy. Your attention is drawn, in particular, to the letter from the Chairman of Britvic in Part I of this document which contains the unanimous recommendation of the Britvic Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. A letter from Citigroup Global Markets explaining the Merger in greater detail and the action to be taken by you appears in Part II of this document.

Notices of the Court Meeting and the General Meeting, both to be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on 8 January 2013, are set out at Parts IX and X of this document respectively. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

The action to be taken in respect of the Shareholder Meetings is set out on pages 7 and 8 of this document. Britvic Shareholders will find enclosed with this document a BLUE Form of Proxy for use in connection with the Court Meeting and a YELLOW Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend the Shareholder Meetings in person, please complete and sign both the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to Britvic's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received at least 48 hours before the time appointed for the relevant Shareholder Meeting. A pre-paid envelope is provided for this purpose for use in the UK only.

If the BLUE Form of Proxy for the Court Meeting is not returned by the specified time, it may be handed to Britvic's Registrars, Equiniti, or the Chairman of the Court Meeting before the start of the Court Meeting. However, in the case of the General Meeting, unless the YELLOW Form of Proxy is returned by the specified time, it will be invalid.

If you hold your Britvic Shares in uncertificated form (i.e. in CREST) you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participation ID RA19) must be received by Britvic's Registrars, Equiniti, at least 48 hours before the time appointed for the relevant Shareholder Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The completion and return of a Form of Proxy or the appointment of a proxy or proxies through CREST will not prevent you from attending and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if you so wish and are so entitled.

As an alternative to completing and returning the Forms of Proxy, you may submit your Forms of Proxy electronically at www.sharevote.co.uk. For security purposes, you will need the Voting ID, Task ID and shareholder reference number which are given on your Forms of Proxy. Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Forms of Proxy at www.shareview.co.uk. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Shareholder Meeting.

Important Notices

Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as joint financial adviser and joint broker for Britvic and for no one else in connection with the Merger and this document and will not be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the Merger or the contents of this document or any transaction, arrangement or matter referred to in this document.

Nomura International plc, which conducts its UK investment banking business as Nomura, is authorised and regulated in the United Kingdom by the FSA, is acting as joint broker and joint financial adviser to Britvic and for no one else in connection with the Merger and this document. Nomura will not be responsible to anyone other than Britvic for providing the protection afforded to its clients or for providing advice in connection with the Merger or the contents of this document or any transaction, arrangement or matter referred to in this document.

N.M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for A.G. Barr and for no one else in connection with the Merger and this document and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the Merger or the contents of this document or any transaction, arrangement or matter referred to in this document.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting as corporate broker to A.G. Barr and for no-one else in connection with the matters set out in this document and will not be responsible to anyone other than A.G. Barr for providing the protections afforded to its clients or for providing advice in connection with the matters set out in this document.

You should read the rest of this document and consult an independent financial adviser. If you have any further questions, including in relation to the completion and return of the Forms of Proxy or submitting your votes or proxies electronically or via CREST, please call the Shareholder Helpline on 0871 384 2909 (from within the UK) or on +44 121 415 0196 (if calling from outside the UK). Calls to the 0871 384 2909 number are charged at 8 pence per minute from a BT landline. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Merger, nor give financial, tax, investment or legal advice.

Applications will be made by A.G. Barr to the UK Listing Authority for all the New A.G. Barr Shares to be admitted to the Official List and to the London Stock Exchange for the New A.G. Barr Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. On the basis of current expectations as to the timing of regulatory approvals and Court availability, it is expected that Admission will become effective and unconditional dealings in the New A.G. Barr Shares on the London Stock Exchange's main market will commence on 31 January 2013. Britvic Shareholders are also advised to read the accompanying A.G. Barr Prospectus which contains information relating to the New A.G. Barr Shares.

The contents of this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this document, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy any New A.G. Barr Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Britvic, A.G. Barr or any of their respective directors, officers, agents and advisers. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of the New A.G. Barr Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Neither Britvic, A.G. Barr nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Britvic or A.G. Barr, except where otherwise stated.

No person has been authorised to make any representations on behalf of Britvic or A.G. Barr concerning the Merger or the Scheme which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been so authorised.

Overseas Shareholders

The release, publication or distribution of this document in certain jurisdictions may be restricted by law and the availability of the Merger to Britvic Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. This document does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Unless otherwise determined by Britvic or A.G. Barr or required by the Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

US investors

The New A.G. Barr Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New A.G. Barr Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New A.G. Barr Shares are being offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Britvic Shareholders who are or will be affiliates of Britvic or A.G. Barr prior to, or of the Combined Entity after, the Effective Date will be subject to certain US transfer restrictions relating to the New A.G. Barr Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the New A.G. Barr Shares and the distribution of this document, see paragraph 21 of Part II of this document. Holders of Britvic ADSs should refer to paragraph 20 of Part II of this document.

None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This document (including the information incorporated by reference into this document) contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forwardlooking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of A.G. Barr's or Britvic's operations and potential synergies resulting from the Merger; and (iii) the effects of global economic conditions on A.G. Barr's or Britvic's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of A.G. Barr, Britvic or the Combined Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of A.G. Barr, Britvic or the Combined Group to differ materially from the expectations of A.G. Barr, Britvic or the Combined Group, as applicable, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulations, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not A.G. Barr combines with Britvic), interest rate and currency fluctuations, the failure to satisfy any conditions for the Merger (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the Combined Group to realise successfully any anticipated synergy benefits when the Merger is implemented, the inability of the Combined Group to integrate successfully A.G. Barr's and Britvic's operations and programmes when the Merger is implemented, or the Combined Group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Merger when the Merger is implemented. Such forward-looking statements should therefore be construed in light of such factors.

Neither A.G. Barr nor Britvic, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forwardlooking statements in this document (including the information incorporated by reference into this document) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FSA), neither A.G. Barr nor Britvic is under any obligation and Britvic and A.G. Barr each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement in this document or incorporated by reference into this document be interpreted to mean that earnings or earnings per ordinary share for Britvic or A.G. Barr, as appropriate, for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per ordinary share for Britvic or A.G. Barr, as appropriate.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Britvic or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an "Opening Position Disclosure" following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Britvic and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Britvic or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a "Dealing Disclosure".

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Britvic or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Britvic or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Britvic and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Britvic or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by Britvic and by any offeror and Dealing Disclosures must also be made by Britvic, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication and availability of this document

A copy of this document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Britvic's website at http://ir.britvic.com and A.G. Barr's website at www.agbarr.co.uk by no later than noon (London time) on the date following the publication of this document. For the avoidance of doubt, save as expressly referred to herein, the contents of those websites are not incorporated into and do not form part of this document.

Electronic communications

You may request a hard copy of this document, free of charge, by contacting the Company Secretary of Britvic at [email protected] (or on +44 (0) 1442 284411, or at Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ). You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

Date: 5 December 2012

	Page
ACTION TO BE TAKEN	7
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	9
PART I LETTER FROM THE CHAIRMAN OF BRITVIC PLC	10
PART II EXPLANATORY STATEMENT	19
PART III THE SCHEME OF ARRANGEMENT	34
PART IV CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER	39
PART V FINANCIAL INFORMATION ON BRITVIC AND A.G. BARR	47
PART VI UNITED KINGDOM AND UNITED STATES OF AMERICA TAXATION	50
PART VII ADDITIONAL INFORMATION	56
PART VIII DEFINITIONS	77
PART IX NOTICE OF COURT MEETING	83
PART X NOTICE OF GENERAL MEETING	85
APPENDIX EMPLOYEE REPRESENTATIVES' OPINIONS ON THE EFFECTS OF THE MERGER
ON EMPLOYMENT	89

ACTION TO BE TAKEN

Voting at the Shareholder Meetings

The Scheme will require approval at the meeting of Britvic Shareholders convened by order of the Court to be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ. The Court Meeting will start at 10.00 a.m. on 8 January 2013. Implementation of the Scheme also requires approval of Britvic Shareholders at the General Meeting to be held at the same venue at 10.15 a.m. on 8 January 2013 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Shareholder Meetings are set out at Parts IX and X of this document.

Please check that you have received the following with this document:

a BLUE Form of Proxy for use in respect of the Court Meeting on 8 January 2013;
a YELLOW Form of Proxy for use in respect of the General Meeting on 8 January 2013; and
a pre-paid envelope for use in the UK only.

If you have not received all of these documents, please contact Britvic's Registrars, Equiniti, on the Shareholder Helpline referred to below.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion. You are therefore strongly encouraged to complete, sign and return both your Forms of Proxy in accordance with the instructions thereon, or to appoint a proxy electronically or through CREST, as soon as possible.

The Forms of Proxy must be received by Britvic's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than the following times and dates:

BLUE Forms of Proxy for the Court Meeting by 10.00 a.m. on 6 January 2013; and
YELLOW Forms of Proxy for the General Meeting by 10.15 a.m. on 6 January 2013.

Alternatively, BLUE Forms of Proxy (but NOT YELLOW Forms of Proxy) may be handed to Britvic's Registrars, Equiniti, or the Chairman of the Court Meeting before the start of the Court Meeting on 8 January 2013 and will still be valid. In the case of the General Meeting, unless the YELLOW Form of Proxy is returned by the time and date mentioned above, it will be invalid.

As an alternative to completing and returning the Forms of Proxy, you may submit your Forms of Proxy electronically at www.sharevote.co.uk. For security purposes, you will need the Voting ID, Task ID and shareholder reference number which are given on your Forms of Proxy. Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Shareholder Meeting.

The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Court Meeting, the General Meeting or any adjournment thereof, if you so wish and are so entitled.

Multiple proxy voting instructions

As a registered Britvic Shareholder, you are entitled to appoint a proxy in respect of some or all of your Britvic Shares. You are also entitled to appoint more than one proxy. A space has been included on the Forms of Proxy to allow you to specify the number of Britvic Shares in respect of which that proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, photocopy the Forms of Proxy or please contact Britvic's Registrars by telephone on 0871 384 2909 (from within the UK) or on +44 121 415 0196 (from outside the UK) for further Forms of Proxy. Calls to the 0871 384 2909 number are charged at 8 pence per minute from a BT landline. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Please note that calls may be monitored or recorded and the Registrars cannot provide advice on the merits of the Scheme or the Merger, nor give any financial, tax, investment or legal advice.

Britvic Shareholders holding shares through CREST

Britvic Shareholders who hold Britvic Shares through CREST and who wish to appoint a proxy or proxies for the Shareholder Meetings or any adjournment(s) by using the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Britvic's Registrars (ID is RA19) at least 48 hours before the Court Meeting or General Meeting, as applicable (or, in the case of an adjournment of either Shareholder Meeting, at least 48 hours before such Shareholder Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Britvic's Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

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

Britvic may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Uncertificated Securities Regulations 2001.

Shareholder Helpline

0871 384 2909

(+44 121 415 0196 if calling from outside the UK)

If you have not received all of the relevant documents or have any questions relating to this document, either of the Shareholder Meetings, the completion and return of the Forms of Proxy or submitting your votes or proxies electronically or through CREST, please call the Shareholder Helpline between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays).

Calls to the 0871 384 2909 number are charged at 8 pence per minute from a BT landline. Other network providers' costs may vary. Calls to the Shareholder Helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Merger nor give any financial, tax, investment or legal advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date(1)
Latest time for lodging BLUE Forms of Proxy for the Court Meeting	10.00 a.m. on 6 January 2013(2)
Latest time for lodging YELLOW Forms of Proxy for the General Meeting	10.15 a.m. on 6 January 2013(3)
Voting Record Time	6.00 p.m. on 6 January 2013(4)
A.G. Barr General Meeting	10.00 a.m. on 8 January 2013
Britvic Court Meeting	10.00 a.m. on 8 January 2013
Britvic General Meeting	10.15 a.m. on 8 January 2013(5)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Britvic Shares	29 January 2013(6)
Scheme Record Time	6.00 p.m. on 29 January 2013(6)
Suspension of listing of, and dealings in, Britvic Shares	By 8.00 a.m. on 30 January 2013(6)
Court Hearing to sanction the Scheme and confirm the Reduction of Capital	30 January 2013(6)
Effective Date	30 January 2013(6)(7)
New A.G. Barr Shares listed and crediting of New A.G. Barr Shares to CREST accounts (and cancellation of listing of Britvic Shares)	By 8.00 a.m. on 31 January 2013(6)(7)
Commencement of dealings in the New A.G. Barr Shares on the London Stock Exchange	31 January 2013(6)(7)
Long Stop Date	30 June 2013(8)

Notes:

(1) All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on Britvic's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Britvic Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.
(2) The BLUE Form of Proxy for the Court Meeting may, alternatively, be handed to Britvic's Registrars, Equiniti, or the Chairman of the Court Meeting, at the start of the Court Meeting (or any adjournment thereof). However, if possible, Britvic Shareholders are requested to lodge the BLUE Forms of Proxy at least 48 hours before the time appointed for the Court Meeting.
(3) The YELLOW Form of Proxy for the General Meeting must be lodged with Britvic's Registrars, Equiniti, by no later than 10.15 a.m. on 6 January 2013 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the YELLOW Form of Proxy is not returned by such time, it will be invalid.
(4) If either Shareholder Meeting is adjourned, the Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m. on the date which is two days before the date set for the adjourned Shareholder Meeting.
(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(6) These times and dates are indicative only and will depend, amongst other things, on the dates upon which the Conditions are satisfied or (where permitted) waived.
(7) These times and dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme and confirms the associated Reduction of Capital.
(8) This is the latest date by which the Merger may become effective unless Britvic and A.G. Barr agree, and (if required) the Court and the Panel allow, a later date.

PART I

LETTER FROM THE CHAIRMAN OF BRITVIC PLC

(Registered in England and Wales with company number 5604923)

Gerald Corbett – Independent Non-Executive Chairman Britvic plc Paul Moody – Chief Executive Breakspear Park John Gibney – Group Finance Director Breakspear Way Joanne Averiss – Non-Executive Director Hemel Hempstead Ben Gordon – Independent Non-Executive Director Hertfordshire HP2 4TZ Bob Ivell – Senior Independent Non-Executive Director United Kingdom Michael Shallow – Independent Non-Executive Director

Directors: Registered office:

5 December 2012

To all Britvic Shareholders and persons with information rights in Britvic

RECOMMENDED ALL-SHARE MERGER OF BRITVIC PLC AND A.G. BARR P.L.C.

1 Introduction

On 14 November 2012, the boards of Britvic and A.G. Barr announced that they had reached agreement on the terms of a recommended all-share merger of Britvic with A.G. Barr to be implemented by way of a Court-sanctioned scheme of arrangement of Britvic under Part 26 of the Companies Act.

I am writing to you to set out a summary of the terms of the Merger and to explain why your Board considers the terms of the Merger to be fair and reasonable and why it unanimously recommends that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the General Meeting, both of which will be held on 8 January 2013 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

This letter also explains the actions you are now asked to take. Further details of the Scheme are set out in the Explanatory Statement in Part II of this document.

2 Summary of the terms of the Scheme

Under the terms of the Merger which is subject to the Conditions and further terms set out in Part IV of this document, if the Merger becomes Effective, Britvic Shareholders will receive:

For each Britvic Share 0.816 New A.G. Barr Shares

On the basis of A.G. Barr's closing share price of 472.50 pence on 3 December 2012 (being the latest practicable date prior to the publication of this document), the Merger values each Britvic Share at 385.56 pence and the entire issued share capital of Britvic at approximately £935 million.

As at the Effective Date, based on the merger ratio of 0.816 New A.G. Barr Shares for every Britvic Share held:

existing A.G. Barr Shareholders are expected to hold approximately 37 per cent. of the Combined Entity; and
existing Britvic Shareholders are expected to hold approximately 63 per cent. of the Combined Entity.

The Merger represents a reverse takeover for A.G. Barr under the Listing Rules, and as such will be conditional, amongst other things, on approval of the A.G. Barr Shareholders and Admission of the New A.G. Barr Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities.

The New A.G. Barr Shares will be issued credited as fully paid up and will rank pari passu in all respects with the existing A.G. Barr Shares. The New A.G. Barr Shares will be issued on the Scheme becoming effective to Britvic Shareholders on the register at the Scheme Record Time. Fractions of New A.G. Barr Shares will not be allotted or issued pursuant to the Scheme directly to Britvic Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale shall be paid to such holders in due proportions.

The Scheme requires that Britvic Shareholders vote in favour of the Scheme at the Court Meeting to be held at 10.00 a.m. on 8 January 2013 and in favour of the Special Resolution at the General Meeting to be held at 10.15 a.m. on 8 January 2013 (or as soon thereafter as the Court Meeting has concluded or been adjourned). The Scheme also requires the sanction of the Court. The Scheme will become effective upon the delivery of the Court Order (and the Statement of Capital) to the Registrar of Companies (or, if the Court so orders, upon registration by the Registrar of Companies of the Court Order and the Statement of Capital). Further details of the Court Meeting, the General Meeting and the Court process are set out in paragraph 13 of this letter and in paragraph 11 of Part II of this document.

Subject to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective on 30 January 2013. If the Scheme becomes effective, it will be binding on all Britvic Shareholders irrespective of whether or not they attended or voted at the Shareholder Meetings (and, if they attended and voted, whether or not they voted in favour).

The Scheme is described in further detail in paragraph 11 of Part II of this document.

3 Background to and reasons for recommending the Merger

The Merger will create one of the leading soft drinks companies in Europe, with annual sales of over £1.5 billion, a portfolio of strong brands and significant prospects for future growth. The combination has compelling commercial and industrial logic given the high level of complementarity between the two businesses in terms of brands, sales channel presence and geographic presence within the United Kingdom.

The boards of Britvic and A.G. Barr believe that the Combined Group will be a stronger soft drinks platform than each of the two companies separately and, therefore, the Merger is an opportunity for both companies and their respective shareholders to benefit from the resulting improvement in the Combined Group's ability to compete successfully in the long term. Underpinning the commercial and industrial logic is the potential to achieve significant synergies. The Combined Group will also benefit from the collective talent of the respective management teams who will seek to ensure the successful integration of the two businesses and focus on delivering the business strategy for the Combined Group.

Attractive portfolio of strong and differentiated brands provides platform for growth

The boards of Britvic and A.G. Barr believe that the Combined Group will possess an attractive portfolio of strong and differentiated brands. The Combined Group's brand portfolio will be well represented in key sub-segments of the soft drinks market.

Britvic's portfolio of owned international brands, such as Robinsons, Robinsons Fruit Shoot and Teisseire, alongside strong national brands such as J2O, Tango, juicy drench, Britvic, R Whites, Fruité, Moulin de Valdonne, Ballygowan, Club and MiWadi, will be combined with A.G. Barr's brands and complementary portfolio, including its unique brand IRN-BRU, and its Rubicon, KA, Barr and Strathmore brands.

Britvic enjoys a strong relationship with the Pepsi Group and the Pepsi Group is supportive of a combination of Britvic and A.G. Barr. Britvic has exclusive bottling and distribution agreements with the Pepsi Group in Great Britain for a number of Pepsi Group brands including Pepsi, 7UP, Gatorade, Mountain Dew and SoBe and for Pepsi, 7UP and Mountain Dew in Ireland. The Combined Group is committed to maintaining and developing its successful relationship with the Pepsi Group. Conditional on the Merger becoming Effective, the Pepsi Group and Britvic have agreed certain variations to the contractual terms of the Pepsi Group's exclusive bottling and distribution agreements with Britvic (to reflect the operations of the Combined Group following the Merger) and, on the basis of these revised terms, the Pepsi Group has agreed not to exercise any rights of termination it may have as a consequence of the Merger under these agreements. Citigroup Global Markets considers these arrangements fair and reasonable.

The Combined Group's franchised brand portfolio is further complemented by A.G. Barr's licensed brands including Orangina and Rockstar and by Britvic's exclusive agreement with Pepsi Lipton International Limited for Lipton Ice Tea. These agreements provide further important brands to the portfolio of the Combined Group.

The complementary nature of the respective brands of Britvic and A.G. Barr will enable the Combined Group to offer consumers a wider choice of products and brands and to cater for a broader set of preferences and purchasing occasions. As such, the boards of Britvic and A.G. Barr believe that the Combined Group can become a more attractive supplier to its customers across all channels which will create benefits in terms of enhanced brand representation.

The Merger will also bring together significant expertise in soft drinks innovation, as demonstrated by the respective track records of both Britvic and A.G. Barr of successful new product launches, new flavour introductions, new packaging formats and enhancements alongside innovative and differentiated marketing campaigns.

The Combined Group expects to continue to invest significantly in its brand portfolio, both owned and franchised/licensed, building brand equity for the long term for the benefit of consumers, customers, brand partners and shareholders.

Complementary channel and geographic presence

Based on the complementary channel and geographic presence of Britvic and A.G. Barr, the Combined Group will be well positioned to extend its offering to both customers and consumers.

The Combined Group will be able to utilise its enhanced sales and distribution network and, in particular, Britvic's focus on the national grocery chains and its contracts with licensed on-trade outlets as well as A.G. Barr's Direct Store Delivery model that supplies small retail convenience stores.

The Combined Group's brand portfolio will benefit from enhanced routes to market and is expected to drive opportunities for further revenue growth. Internationally, the Combined Group will enjoy significant presence in France and Ireland, and growing distribution of proprietary brands in markets such as the USA, Australia, the Netherlands and Russia.

Financial strength

Following the completion of the Merger, the Combined Group will have a robust long term capital structure further underpinned by the prospects for delivery of synergies and organic cash generation.

Necessary approvals have been obtained to keep in place all of Britvic's existing committed sources of financing, including Britvic's £400 million revolving credit bank facility (which matures in 2016) and Britvic's £491 million US private placement notes (which mature between 2014 and 2022), providing a strong capital base for the Combined Group.

The Combined Group's sources of funding will provide appropriate financial and strategic flexibility going forward and enable it to maintain levels of strategic investment in marketing, innovation and capital expenditure and provide flexibility for organic growth initiatives and potential future acquisition opportunities.

4 Strategy of the Combined Group

Following the Merger, the Combined Group will aim to deliver strong revenue and profit growth supported by attractive cash returns. The boards of Britvic and A.G. Barr believe that the breadth and balance of the Combined Group's portfolio of brands, its longstanding customer relationships and its operational scale will provide a strong platform for growth in the soft drinks markets in which the Combined Group operates. In addition, its consumer insight, proven innovation and brand development expertise means that the Combined Group will be well positioned to identify and capitalise on consumer and customer trends, underpinning its growth potential.

The Combined Group's strategy will focus on creating value by driving both the availability of its brands and operational efficiency. The Combined Group will seek to:

grow and develop its core brands;
deliver sustainable profitable growth in its established markets and internationally through franchised brands;
energise and enable its people in a performance driven culture; and
act responsibly, building the respect and the trust of all its stakeholders.

The Combined Group has also identified immediate business priorities, which provide a focus on integration, delivery of the synergies and business optimisation whilst also growing underlying business performance. With a stronger balance sheet, the Combined Group will be better positioned to pursue joint ventures and acquisitions over the medium term.

5 Synergies and integration

Following preliminary analysis undertaken by the boards of Britvic and A.G. Barr, opportunities for significant cost and net revenue synergies have been identified which underpin the industrial logic and shareholder value creation opportunity of the Merger. The boards of Britvic and A.G. Barr believe that the Combined Group will be able to achieve recurring annual cost synergies of approximately £35 million and the Merger will provide an opportunity to achieve a contribution of at least £5 million from annual net revenue synergies. The boards of Britvic and A.G. Barr expect to build up synergies progressively, minimising risk, in order to achieve aggregate, full run rate synergies of £40 million in 2016.1 The synergies identified reflect both the beneficial elements and costs and could not be achieved independently.

Overhead cost savings are expected to arise from the elimination of corporate overheads (including administrative costs, support functions, governance and head office costs in HR, finance and IT) where there is duplication. There are also expected to be savings on procurement costs coming from greater scale in direct procurement of key overlapping raw materials, as well as in indirect procurement such as media, trade marketing and third party external production.

The Merger offers the opportunity to optimise the combined operational footprint, increasing manufacturing capacity utilisation and thereby enabling better use of fixed production costs. It is expected that the Combined Group will be able to benefit from a reconfiguration of the supply chain resulting in improved line efficiencies and a reduction in headcount and the number of factories. Furthermore, it is likely that the new facility that A.G. Barr is in the process of constructing in Milton Keynes will provide additional capacity which will offer greater operational flexibility for the Combined Group.

In addition to these cost synergies, the boards of Britvic and A.G. Barr believe that the Merger will provide an opportunity to achieve recurring net revenue synergies through utilising the combined distribution channels, brand portfolios and geographic presence of the Combined Group, which will drive enhanced market access for the Combined Group's products and enable cross-selling opportunities.

The boards of Britvic and A.G. Barr expect £3 million of savings will be realised in the first 12 months after completion of the Merger, rising to approximately £16 million in the second year after completion of the Merger and approximately £30 million in the third year after completion of the Merger, with the full run rate cost and net revenue synergies of £40 million being realised in 2016.1

It is expected that realisation of these synergies will result in one-off exceptional costs of approximately £40 million, of which £11 million would be incurred in the first 12 months after completion of the Merger and approximately £29 million in the second year after completion of the Merger. It is also expected that to achieve the synergies, capital expenditure of approximately £8 million will be incurred in the first 12 months after completion of the Merger. In addition, there may be a requirement for a non-cash write off of certain assets following the review of the combined operational footprint but as yet these have not been identified.

The realisation of cost synergies will involve a reduction of headcount and places of business where there is opportunity to achieve efficiencies and rationalise the Combined Group's manufacturing footprint. The directors of Britvic and A.G. Barr believe the net reduction in Combined Group headcount is likely to be in the range of 8 to 12 per cent. The number of employees and locations affected will depend on the outcome of the integration planning and these changes will only come into effect as synergies are realised over the three years post completion.

¹ These statements are not intended as a profit forecast and should not be interpreted to mean that earnings per A.G. Barr or Britvic ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per A.G. Barr or Britvic ordinary share.

Alex Short (A.G. Barr CFO) will be appointed as Integration Director and will oversee the integration process. It is envisaged that the Combined Group will establish a full integration team, bringing together the best relevant capability of both businesses, to ensure that the synergies of the Merger are maximised. The boards are confident that the integration of Britvic and A.G. Barr can be achieved without undue disruption to the underlying operations of each business.

As at the date of this document, an outline integration plan is being developed. The output of that plan will be an agreed definition of integration scope, quantified objectives, proposed organisation structures and processes to be reviewed and subsequently implemented, together with an overall integration programme and stakeholder communication timetable.

As soon as practicable following the Effective Date, the Combined Group will aim to have fully validated its initial synergy assumptions, agreed the target operating model of the Combined Group and completed a detailed integration plan across the Combined Group's business. Britvic and A.G. Barr also aim to have completed the principal elements of the restructuring of the Combined Group which will include all senior management appointments, reporting structures and operational and executive authority limits, and changes to key Combined Group policies and processes. The latter will include financial reporting, planning and budgetary processes, compensation, treasury and liquidity management policies, sustainability practices, and reviewing the scope of internal audit and risk registers.

6 Management, employees and locations of business

It is proposed that the board of the Combined Entity will be reconstituted immediately following the Merger becoming Effective so as to comprise 10 directors, including eight non-executive directors. As from the Effective Date, Gerald Corbett (Britvic) will be non-executive Chairman, Ronald Hanna (A.G. Barr) will be non-executive Deputy Chairman and Senior Independent Director, and Robin Barr (A.G. Barr), Martin Griffiths (A.G. Barr), John Nicolson (A.G. Barr), Joanne Averiss (Britvic), Ben Gordon (Britvic) and Bob Ivell (Britvic) will be non-executive directors. The executive directors will comprise Roger White (A.G. Barr) as Chief Executive Officer and John Gibney (Britvic) as Chief Financial Officer.

Alex Short, Jonathan Kemp and Andrew Memmott will step down from the board of A.G. Barr upon the Scheme becoming effective. Each of the A.G. Barr Directors stepping down from the board of A.G. Barr is fully supportive of the rationale for the Merger and of its terms and conditions.

Paul Moody and Michael Shallow will step down from the board of Britvic upon the Scheme becoming effective and will not join the board of the Combined Entity. Each of the Britvic Directors stepping down from the board of Britvic is fully supportive of the rationale for the Merger and of its terms and conditions.

Paul Moody has led the Britvic business from October 2003, initially as Managing Director and subsequently upon IPO in December 2005 as Chief Executive. The Britvic Directors wish to recognise the outstanding achievements Paul Moody has delivered as Chief Executive of the Britvic Group. Paul Moody will leave the Britvic business in a strong position to take advantage of the next phase of its development as it merges with A.G. Barr.

The boards of both Britvic and A.G. Barr also thank Paul Moody for his unerring support over the last few months in helping to progress the proposed Merger, which will create a combined business with a strong brand portfolio and significant prospects for future growth.

Britvic and A.G. Barr attach great importance to the skills and experience of the existing management and employees of Britvic and A.G. Barr and believe that they will benefit from greater opportunities within the Combined Group.

The Executive Committee of the Combined Group will be drawn from the management teams of both companies, based on merit.

The senior management structure of the Combined Group will be constructed to ensure that the Combined Group benefits from the best skills and experience of both companies.

The boards of Britvic and A.G. Barr recognise that in order to achieve the expected benefits of the Merger, operational and administrative restructuring will be required following completion of the Merger.

It is envisaged that the Combined Entity's legal headquarters and registered office will be located at A.G. Barr's existing head office in Cumbernauld. The operational headquarters of the Combined Group will be located at Britvic's existing head office in Hemel Hempstead.

Following preliminary analysis undertaken by the boards of Britvic and A.G. Barr, it is envisaged that areas of overlapping corporate, commercial, operational and support functions will be identified as part of the integration review and decisions taken to implement rationalisation, which will involve some headcount reduction, although specific roles have not yet been identified.

The integration review will build on the synergy work carried out to date and will consider the Combined Group's manufacturing footprint. This process will produce a detailed integration plan for agreement by the board of the Combined Entity which will involve a reduction of headcount and places of business where there is opportunity to achieve efficiencies and rationalise the Combined Group's manufacturing footprint. The directors of Britvic and A.G. Barr believe the net reduction in Combined Group headcount is likely to be in the range of 8 to 12 per cent. The number of employees and locations affected will depend on the outcome of the integration planning and these changes will only come into effect as synergies are realised over the three years post completion.

It is likely that the Combined Group will accelerate the fitting out and commissioning of the new plant at Milton Keynes which was to be undertaken by A.G. Barr, but the exact details will be confirmed in light of the conclusions of the broader integration review.

A.G. Barr has given assurances to the Britvic Directors that, following completion of the Merger, it is intended that the existing employment rights of Britvic's employees will be fully safeguarded.

As at 3 December 2012 (being the latest practicable date prior to the publication of this document), Britvic had received the Employee Representatives' Opinions from various Britvic Group employee representatives, as set out in the Appendix to this document.

7 Irrevocable undertakings

The Announcement noted that A.G. Barr had received irrevocable undertakings from those of the Britvic Directors and certain members of their families who hold or are beneficially entitled to Britvic Shares to vote in favour of the Scheme in respect of 980,959 Britvic Shares, representing, in aggregate, approximately 0.40 per cent. of Britvic's share capital in issue on 13 November 2012 (being the latest practicable date prior to the publication of the Announcement). This did not take into account the Britvic Shares held by the Britvic Directors under the Britvic Performance Share Plan or options over Britvic Shares held under the Britvic Executive Share Option Plan that are not HMRC approved. Consequently, the numbers of Britvic Shares and options over Britvic Shares covered by the irrevocable undertakings which A.G. Barr has received from Britvic Directors and their families is 1,580,021 Britvic Shares and options over 3,805,468 Britvic Shares which, if the options were exercised in full, would represent 5,385,489 Britvic Shares in total, representing, in aggregate, approximately 2.22 per cent. of Britvic's share capital in issue on 3 December 2012 (being the latest practicable date prior to the publication of this document) and the numbers of Britvic Shares and options over Britvic Shares covered by the irrevocable undertakings which A.G. Barr received from Britvic Directors alone is 1,042,284 Britvic Shares and options over 3,805,468 Britvic Shares which, if the options were exercised in full, would represent 4,847,752 Britvic Shares in total, representing, in aggregate, approximately 2.00 per cent. of Britvic's share capital in issue on 3 December 2012 (being the latest practicable date prior to the publication of this document).

In aggregate, A.G. Barr has received irrevocable undertakings from those of the Britvic Directors and certain members of their families who hold or are beneficially entitled to Britvic Shares to vote in favour of the Scheme in respect of 5,385,489 Britvic Shares, representing, in aggregate, approximately 2.22 per cent. of Britvic's share capital in issue on 3 December 2012 (being the latest practicable date prior to the publication of this document).

In aggregate, Britvic has received irrevocable undertakings from those of the A.G. Barr Directors, certain members of their families and related trusts, who hold or are beneficially entitled to A.G. Barr Shares to vote in favour of the resolution to be proposed at the A.G. Barr General Meeting to approve the Merger and the related resolutions in respect of 23,281,320 A.G. Barr Shares, representing, in aggregate, approximately 19.94 per cent. of A.G. Barr's share capital in issue on 3 December 2012 (being the latest practicable date prior to the publication of this document).

8 Britvic Share Schemes

The Scheme will extend to any Britvic Shares that are unconditionally allotted or issued pursuant to the exercise of options or vesting of awards under the Britvic Share Schemes, in each case on or prior to the Scheme Record Time.

Appropriate proposals will be made to participants in the Britvic Share Schemes. In summary, Britvic and A.G. Barr have agreed that:

(a) all outstanding options granted under the Britvic Executive Share Option Plan and all outstanding awards granted under the Britvic Performance Share Plan will, to the extent not already exercisable or unvested, become exercisable or vest on sanction of the Scheme. The extent to which such options and awards may be exercised or vest will depend upon the extent to which the performance conditions have been satisfied at that time, and the proportion of any performance period which has elapsed since grant. It is currently expected that the performance conditions will not be satisfied and therefore all options and awards will lapse on the sanction of the Scheme. Options granted under the Britvic Executive Share Option Plan which are already exercisable will continue to be exercisable for six months following sanction of the Scheme, after which they will lapse; and
(b) Britvic Shares held on behalf of participants in the Britvic Share Incentive Plan will be exchanged for New A.G. Barr Shares in accordance with the Merger ratio, and will continue to be held on the terms of the Britvic Share Incentive Plan.

It is intended that shareholder approval will be sought at the A.G. Barr General Meeting for the vesting of outstanding awards granted under the current A.G. Barr Long Term Incentive Plan on a time pro rated basis, subject to applicable performance conditions being met. A.G. Barr has agreed that shareholder approval of a new long term incentive plan will also be sought at the A.G. Barr General Meeting. Selected employees of the Britvic Group will be eligible to participate in the new long term incentive plan. In addition, employees of the Britvic Group will be eligible to participate in the A.G. Barr All-Employee Share Ownership Plan and any future launches under the A.G. Barr Savings Related Share Option Scheme on similar terms as A.G. Barr employees. Details of the A.G. Barr share plans are set out in the A.G. Barr Prospectus. Details of the new long term incentive plan are set out in Part II of this document and the A.G. Barr Prospectus.

9 Britvic ADSs

Holders of Britvic American depositary shares should refer to paragraph 20 of Part II of this document.

10 Taxation

Your attention is drawn to Part VI of this document. If you are in any doubt about your tax position, or are subject to taxation in any jurisdiction other than the UK and the US, you are strongly advised to consult an appropriate professional independent tax adviser.

11 US and other Overseas Shareholders

US shareholders and other Overseas Shareholders should refer to paragraph 21 of Part II of this document.

12 Shareholder Meetings

The Scheme requires the approval of Britvic Shareholders by the passing of a resolution at the Court Meeting to be held on 8 January 2013. The resolution must be approved by a majority in number of those Britvic Shareholders who are present and vote, either in person or by proxy, and who represent not less than 75 per cent. in value of the Britvic Shares voted by such Britvic Shareholders.

Implementation of the Scheme will also require the passing of the Special Resolution (requiring the approval of Britvic Shareholders representing at least 75 per cent. of the votes cast either in person or by proxy) at the General Meeting, which will be held immediately after the Court Meeting.

Following the Shareholder Meetings, the Scheme and the related Reduction of Capital must be sanctioned and confirmed by the Court and will only become effective upon delivery of the Court Order to the Registrar of Companies (or, if the Court so orders, upon registration by the Registrar of Companies of the

Court Order and the Statement of Capital). Upon the Scheme becoming effective, it will be binding on all Britvic Shareholders irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

Your attention is drawn to paragraph 11 of Part II of this document which contains further information with respect to the Shareholder Meetings.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion. You are therefore strongly urged to complete, sign and return the Forms of Proxy as soon as possible.

13 Action to be taken

Notices convening the Court Meeting and the General Meeting are set out in Parts IX and X, respectively, of this document. You will find accompanying this document a BLUE Form of Proxy for use at the Court Meeting and a YELLOW Form of Proxy for use at the General Meeting.

Whether or not you intend to be present at either Shareholder Meeting, you are requested to complete, sign and return both the accompanying Form of Proxy for the Court Meeting (BLUE) and the accompanying Form of Proxy for the General Meeting (YELLOW) in accordance with the instructions printed on the respective forms.

If you hold your Britvic Shares in uncertificated form, you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the notes to the Notices of the Court Meeting and the General Meeting set out in Parts IX and X respectively of this document).

You may appoint a proxy electronically by logging on to the website of at www.sharevote.co.uk and entering the Voting ID, Task ID and shareholder reference number shown on your Forms of Proxy. Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Shareholder Meeting. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy.

If you have any further questions about this document, the Court Meeting, the General Meeting, or the Merger, including in relation to the completion and return of the Forms of Proxy or submitting your votes or proxies electronically or through CREST, please call the Shareholder Helpline on 0871 384 2909 (from within the UK) or on +44 121 415 0196 (if calling from outside the UK). Calls to the 0871 384 2909 number are charged at 8 pence per minute from a BT landline. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Merger, nor give any financial, tax, investment or legal advice.

Your attention is drawn to pages 7 and 8 of this document which set out in detail the action you should take in relation to the Merger and the Scheme.

14 Further information

The terms of the Scheme are set out in full in Part III of this document. You should carefully read the remainder of this document, including the letter from Citigroup Global Markets set out in Part II of this document, being the explanatory statement made in compliance with section 897 of the Companies Act.

Your attention is also drawn to the accompanying A.G. Barr Prospectus which contains certain financial information on Britvic and A.G. Barr and further information on the New A.G. Barr Shares. Britvic Shareholders should read the whole of this document and the A.G. Barr Prospectus and not just rely on the summary information contained in this letter.

15 Recommendation

The Britvic Directors, who have been so advised by Citigroup Global Markets, consider the terms of the Merger to be fair and reasonable. In providing its advice, Citigroup Global Markets has taken into account the commercial assessments of the Britvic Directors.

Accordingly, the Britvic Directors unanimously recommend Britvic Shareholders to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as the Britvic Directors who hold or are beneficially entitled to Britvic Shares have irrevocably undertaken to do in respect of their own Britvic Shares, representing in aggregate approximately 2.00 per cent. of Britvic's share capital in issue on 3 December 2012 (being the latest practicable date prior to the publication of this document).

Yours faithfully,

Gerald Corbett

Chairman

Britvic plc

PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act)

Citigroup Global Markets Limited 33 Canada Square Canary Wharf London E14 5LB

5 December 2012

To all Britvic Shareholders and persons with information rights in Britvic

RECOMMENDED ALL-SHARE MERGER OF BRITVIC PLC AND A.G. BARR P.L.C.

1 Introduction

We have been authorised by the Britvic Directors to write to you to explain the terms of the Merger and to provide you with other relevant information.

Your attention is drawn to the letter from the Chairman of Britvic set out in Part I of this document which forms part of this Explanatory Statement. That letter contains, inter alia, the unanimous recommendation by the Britvic Directors to Britvic Shareholders to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting, each to be held on 8 January 2013.

The Britvic Directors, who have been so advised by Citigroup Global Markets, consider the terms of the Merger to be fair and reasonable. In providing advice to the Britvic Directors, Citigroup Global Markets has taken into account the commercial assessments of the Britvic Directors. In addition, the Britvic Directors consider the terms of the Merger to be in the best interests of Britvic Shareholders as a whole.

If you wish to vote in favour of the Scheme and the Special Resolution, please take the actions described on pages 7 and 8 (inclusive) of this document within the time frames stipulated.

This Explanatory Statement contains a summary of the terms of the Merger, which is to be implemented by way of the Scheme. The terms of the Scheme are set out in full in Part III of this document. Your attention is also drawn to the other parts of this document, which are deemed to form part of this Explanatory Statement, including the letter from the Chairman of Britvic in Part I, the Conditions and certain further terms in Part IV of this document and the additional information in Part VII.

2 Summary of the terms of the Merger

Under the terms of the Scheme, which is set out in Part III of this document and which is subject to the Conditions and further terms set out in Part IV of this document, if the Scheme becomes effective, Britvic Shareholders will receive:

For each Britvic Share 0.816 New A.G. Barr Shares

Following the Effective Date, based on the merger ratio of 0.816 New A.G. Barr Shares for every Britvic Share held:

• existing A.G. Barr Shareholders will hold approximately 37 per cent. of the Combined Entity; and

• existing Britvic Shareholders will hold approximately 63 per cent. of the Combined Entity.

The implementation of the Merger is subject to the Conditions, which are summarised in paragraph 12 of this Part II and set out in full in Part IV of this document. The Scheme can only become effective in accordance with its terms if all the Conditions to the Merger have been satisfied or, where relevant, waived.

The Scheme will require the approval of the Britvic Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting. The Scheme also requires the sanction of the Court. The Scheme will become effective upon the delivery of the Court Order and the Statement of Capital to the Registrar of Companies (or, if the Court so orders, upon registration by the Registrar of Companies of the Court Order and the Statement of Capital).

Subject to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective on 30 January 2013. Upon the Scheme becoming effective, it will be binding on all Britvic Shareholders irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

The Scheme is described in further detail in paragraph 11 of this Part II.

3 Irrevocable Undertakings

4 Information relating to Britvic

Britvic is one of Europe's leading soft drinks companies, with a broad portfolio of leading brands such as Robinsons, J2O, Fruit Shoot, R Whites, Britvic, Purdeys, juicy drench, drench, Pennine Spring and Tango in GB, MiWadi, Club, Cidona and Ballygowan in Ireland, and Teisseire Pressade, Fruité and Moulin de Valdonne in France. Britvic also has exclusive bottling agreements with the Pepsi Group in the UK and Ireland to manufacture and distribute global brands such as Pepsi, Pepsi Max, 7UP and Mountain Dew. Collectively Britvic employs approximately 3,300 people.

The Britvic Group's revenue for the 52 weeks ended 30 September 2012 was £1256.4 million and it had an operating profit pre-exceptional and other items of £112.7 million and profit before tax pre-exceptional and other items of £84.4 million (as extracted without material adjustment from Britvic's unaudited Preliminary Results). The Preliminary Results also state that the Britvic Group had gross assets of £1025.8 million as at 30 September 2012.

Britvic Shares are traded on the London Stock Exchange and the company is a member of the FTSE 250 index.

Current trading

Britvic released its Preliminary Results for the 52 weeks ended 30 September 2012 on 27 November 2012, which included the following statement:

"Britvic has delivered some notable successes in the last twelve months. Our GB carbonates brands, and Pepsi in particular, significantly outperformed the market in this Olympic year, Robinsons squash returned to its two year historic high share of the market, our syrups brands in France increased volume and value share, and the expansion of our US franchise business developed in line with our stated plan." In other respects, this has been a difficult year for the group and the progress that we made was more than offset by the impact of the Fruit Shoot product recall. Additionally, the negative macro-economic trends, leading to weak consumer confidence and the cold, wet summer endured across most of our markets, weighed heavily on the soft drinks market and Britvic within it.

The Fruit Shoot product recall was regrettable, but necessary in order to protect the safety of our consumers. The business responded quickly and efficiently to manage the situation and refocused our priorities as required over the balance of the year."

Since 27 November 2012, Britvic's trading has progressed in line with its expectations.

5 Information relating to A.G. Barr

A.G. Barr is one of the leading soft drinks businesses in the UK. Established in 1875, A.G. Barr has been in the business of producing, marketing and selling soft drinks for over 100 years, primarily in the UK but with a growing level of international sales. A.G. Barr has developed a balanced portfolio of proprietary carbonated and still brands, including IRN-BRU, Barr range, Rubicon, KA, Barr's Originals, Strathmore, Tizer, D'N'B, St Clements, Simply, Sun Exotic and Findlays. A.G. Barr is also the franchisee of the Orangina Schweppes Group in the UK, where A.G. Barr manufactures and sells Orangina products under licence. A.G. Barr also has a franchise arrangement with Rockstar, Inc. to sell and distribute Rockstar energy drinks throughout the UK and Ireland. The A.G. Barr Group employs approximately 980 people.

For the 52 weeks ended 28 January 2012, A.G. Barr's revenue was £223 million (2011: £209 million) and it made profit before tax of £35 million (2011: £30 million) and profit before tax and exceptional items of £34 million (2011: £30 million) (as extracted without material adjustment from the audited restated historical financial information of A.G. Barr in Part V of the accompanying A.G. Barr Prospectus). For the six months ended 28 July 2012, A.G. Barr's revenue was £122 million (2011: £117 million) and it made profit before tax and exceptional items of £15 million (2011: £16 million) (as extracted without material adjustment from the unaudited restated historical financial information of A.G. Barr in Part VI of the accompanying A.G. Barr Prospectus).

A.G. Barr Shares are traded on the London Stock Exchange and the company is a member of the FTSE 250 index.

Current trading

On 24 September 2012, A.G. Barr announced that:

"We expect trading to remain challenging over the coming months and we have put in place cost control measures and a robust trading programme for the balance of our financial year. Assuming there is no further deterioration in the market, we remain confident about our prospects."

Since 24 September 2012, A.G. Barr's trading has progressed in line with its expectations.

6 New A.G. Barr Shares

The New A.G. Barr Shares will be listed on the premium listing segment of the Official List, will be admitted to trading on the London Stock Exchange's main market and will be issued free from all liens, charges, encumbrances and other third party rights and/or interests. On the basis of current expectations as to the timing of regulatory approvals, it is expected that the New A.G. Barr Shares will be issued, Admission will become effective and dealings for normal settlement in the New A.G. Barr Shares will commence on 31 January 2013.

The New A.G. Barr Shares will be issued credited as fully paid up and will rank pari passu in all respects with the existing A.G. Barr Shares, including the right to receive dividends and other distributions declared, made or paid on A.G. Barr Shares by reference to a record date falling after the Effective Date which will exclude the second interim dividend of A.G. Barr referred to in paragraph 7 below. The New A.G. Barr Shares will be issued upon the Scheme becoming effective to Britvic Shareholders on the register at the Scheme Record Time, and will be capable of being held in certificated or uncertificated form. Fractions of New A.G. Barr Shares will not be allotted or issued pursuant to the Scheme directly to Britvic Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale shall be paid to such holders in due proportions.

7 Dividends and dividend policy

In recognition of distributable profits earned in the period to completion of the Merger, it is expected that A.G. Barr Shareholders and Britvic Shareholders will be paid dividends under their respective existing dividend policies in relation to the period up to the Effective Date, as set out below:

A.G. Barr

The A.G. Barr Directors intend to declare a second interim dividend for the year ending 26 January 2013 of 7.4 pence per share to be paid on 18 January 2013 to A.G. Barr Shareholders on the register on 4 January 2013, in lieu of the final dividend for the financial year ending 26 January 2013. Together with the interim dividend of 2.6 pence per share paid to A.G. Barr Shareholders on 19 October 2012, this gives a total dividend for the year ending 26 January 2013 of 10.0 pence per share, an increase of approximately 7.5 per cent. on the dividend paid for the year ended 28 January 2012.

Britvic

The Britvic Directors have proposed a second interim dividend in lieu of the final dividend for the financial year ended 30 September 2012 of 12.4 pence per share. Together with the interim dividend of 5.3 pence per share paid to Britvic Shareholders on 13 July 2012, this gives a total dividend of 17.7 pence per share for the financial year ended 30 September 2012, consistent with the prior financial year. The second interim dividend will be paid on 18 January 2013 to Britvic Shareholders on the register on 7 December 2012. Britvic Shareholders on the register on 7 December 2012 will be entitled to elect to reinvest the second interim dividend in accordance with Britvic's existing dividend reinvestment plan option (the "DRIP Option").

Additionally, the Britvic Directors have proposed a special interim dividend of 10.0 pence per share, conditional upon the Merger becoming Effective, in lieu of the dividend in relation to the period from 1 October 2012 until the Effective Date, and in recognition of the Combined Group's dividend policy. This will be paid after the Effective Date to Britvic Shareholders on the register at the Scheme Record Time. The special dividend will extend to any Britvic Shares that are unconditionally allotted or issued pursuant to the exercise of options or the vesting of awards granted under the Britvic Share Schemes, in each case on or prior to the Scheme Record Time. Together with the interim dividends of 17.7 pence per share, this gives a total dividend for the period (expected to be around 16 months, from 1 October 2011 until the Effective Date) of 27.7 pence per share. The DRIP Option will not be available for the payment of the special dividend.

Dividend policy

Following completion of the Merger, it is expected that the Combined Entity will adopt a progressive dividend policy with a dividend cover ratio of between 2.0 to 2.5 times calculated on an adjusted earnings per share basis.

Assuming that the Combined Entity operates with a January financial year end, it is expected that interim dividends for the period to July will be declared in September and paid in October and final dividends for the period to January will be declared in March and paid in June of the following year. Assuming that the Merger will be completed in February 2013, as currently anticipated, an interim dividend would (subject to the usual considerations), therefore, be declared in September 2013.

The board of directors of the Combined Entity will decide the absolute level of interim and final dividends to be paid for the year to January 2014 at the relevant time in light of the performance and cashflow of the Combined Group and the rate at which synergies are being realised.

8 Accounting considerations

The Combined Entity will adopt Britvic's accounting policies. The A.G. Barr financial year ends at the end of January and the Britvic financial year ends at the end of September. The Combined Entity will look at the merits of adopting each of these year ends but its intention is to retain a January financial year end. For accounting purposes it is expected that A.G. Barr will be merged into Britvic's balance sheet. A.G. Barr's assets and liabilities will be fair valued at the acquisition resulting in the valuation of A.G. Barr's brands being included on the Combined Group's balance sheet. Intangibles arising will include goodwill and brands.

9 Financial effects of the Merger

On a pro forma basis and assuming completion of the Merger had occurred on 28 July 2012, the Combined Group would have had net assets of £584.3 million at that date (based on the net assets of Britvic as at 30 September 2012 and A.G. Barr as at 28 July 2012).

The realisation of the expected synergies should create significant value for the shareholders of both Britvic and A.G. Barr.

10 The Britvic Directors and the effect of the Scheme on their interests

The Britvic Shares held by the Britvic Directors will be subject to the Scheme. Information on the Britvic Shares held by the Britvic Directors is provided in paragraph 4 of Part VII of this document.

Particulars of the service contracts and letters of appointment of the Britvic Directors are set out in paragraph 6 of Part VII of this document.

The effect of the Scheme on options and awards held by Britvic Directors in common with those held by other participants in the Britvic Share Schemes, is described in paragraph 19 of this Part II.

Save as set out above, the effect of the Scheme on the interests of the Britvic Directors does not differ from its effect on the like interest of any other Britvic Shareholder.

11 Description of the Scheme and the Shareholder Meetings

11.1 The Scheme

The Merger will be implemented by means of a Court-sanctioned scheme of arrangement between Britvic and the holders of Scheme Shares under Part 26 of the Companies Act. The terms of the Scheme are set out in full in Part III of this document.

The purpose of the Scheme is to provide for A.G. Barr to become the owner of the entire issued and to be issued ordinary share capital of Britvic. This is to be achieved by the cancellation of the Britvic Shares held by Britvic Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of New Britvic Shares as is equal to the number of Britvic Shares cancelled, and issuing those New Britvic Shares to A.G. Barr. In consideration of this, A.G. Barr will issue New A.G. Barr Shares to Britvic Shareholders who hold Britvic Shares at the Scheme Record Time.

It is intended that one Deferred Share will be issued to A.G. Barr prior to the Scheme Record Time and this Deferred Share will not be subject to the Scheme, so that there is no requirement for an independent valuation of the Britvic Shares under the Companies Act.

In order for the Scheme to become effective:

(i) the Scheme must be approved at the Court Meeting by a majority in number of those Britvic Shareholders who are present and vote, either in person or by proxy, and who represent not less than 75 per cent. in value of the Britvic Shares voted by such Britvic Shareholders;
(ii) the Special Resolution must be approved at the General Meeting by Britvic Shareholders representing at least 75 per cent. of the votes cast (either in person or by proxy). The General Meeting will be held on the same day as the Court Meeting;
(iii) the Court must sanction the Scheme and confirm the Reduction of Capital at the Court Hearing and issue the Court Order; and
(iv) a copy of the Court Order (and the Statement of Capital) must be delivered to the Registrar of Companies.

The Scheme can only become effective in accordance with its terms if all the Conditions to the Merger have been satisfied or, where relevant, waived. The Scheme will become effective on delivery of a copy of the Court Order and Statement of Capital to the Registrar of Companies (or, if the Court so orders, upon registration by the Registrar of Companies of the Court Order and Statement of Capital).

All Britvic Shareholders are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Once the Scheme becomes effective, it will be binding on Britvic and all Britvic Shareholders, including those who did not attend the Shareholder Meetings or vote to approve the Scheme, or who voted against the Scheme at the Shareholder Meetings.

11.2 The Shareholder Meetings

Before the Court is asked to sanction the Scheme, the Scheme will require the approval of Britvic Shareholders at the Court Meeting and the passing of the Special Resolution by Britvic Shareholders at the General Meeting.

Notices of the Court Meeting and the General Meeting are set out in Parts IX and X of this document respectively.

All holders of Britvic Shares whose names appear on the register of members of Britvic at 6.00 p.m. on 6 January 2013 or, if either Shareholder Meeting is adjourned, only those Britvic Shareholders on the register of members at 6.00 p.m. two days before the date set for the adjourned Shareholder Meeting(s) shall be entitled to attend and vote at the relevant meeting in respect of the number of Britvic Shares registered in their name at the relevant time.

The Court Meeting and General Meeting will be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ.

11.2.1 Court Meeting

The Court Meeting, which has been convened for 10.00 a.m. on 8 January 2013 is being held at the direction of the Court to seek the approval of Britvic Shareholders for the Scheme.

At the Court Meeting, voting will be by way of poll and each Britvic Shareholder present (in person or by proxy) will be entitled to one vote for each Britvic Share held. In order for the resolution to be passed, it must be approved by a majority in number of those Britvic Shareholders who are present and vote, either in person or by proxy, and who represent 75 per cent. or more in value of all the Britvic Shares voted by such Britvic Shareholders.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion. You are therefore strongly urged to sign and return your Forms of Proxy as soon as possible.

You will find the Notice of the Court Meeting in Part IX of this document.

11.2.2 The General Meeting

The General Meeting has been convened for 10.15 a.m. on 8 January 2013, or as soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if thought fit, pass the Special Resolution (which requires votes in favour representing at least 75 per cent. of the votes cast either in person or by proxy) to:

(i) authorise the Britvic Directors to effect the Scheme;
(ii) approve the Reduction of Capital, being the cancellation of the Britvic Shares in accordance with the Scheme;
(iii) approve the subsequent issue of New Britvic Shares to A.G. Barr (and/or its nominee(s)) in accordance with the Scheme;
(iv) give authority to the Britvic Directors pursuant to section 551 of the Companies Act to allot the New Britvic Shares to A.G. Barr;
(v) approve certain amendments to the Britvic Articles (as described below); and
(vi) authorise the Britvic Directors to allot a Deferred Share, for the reasons set out in paragraph 11.1 above, for cash.

Amendments to the Britvic Articles

It is proposed that the Britvic Articles be amended to ensure that:

(i) any Britvic Shares which are issued after the Articles are amended and before the Scheme Record Time (other than to A.G. Barr and/or its nominees) will be issued subject to the terms of the Scheme and the holders of such shares will be bound by the terms of the Scheme; and
(ii) subject to the Scheme becoming effective, any Britvic Shares issued on or after the Effective Date (other than to A.G. Barr and/or its nominees) will be compulsorily acquired by A.G. Barr.

It is also proposed that the Britvic Articles be amended to include the rights attaching to the Deferred Share.

The proposed amendments to the Britvic Articles referred to above are set out in the Notice of General Meeting in Part X of this document.

11.2.3 Entitlement to vote at the Shareholder Meetings

Each holder of Britvic Shares who is entered in Britvic's register of members at the Voting Record Time (expected to be 6.00 p.m. on 6 January 2013) will be entitled to attend and vote at the Court Meeting and the General Meeting. If either Shareholder Meeting is adjourned, only those Britvic Shareholders on the register of members at 6.00 p.m. two days before the date set for the adjourned Shareholder Meeting(s) will be entitled to attend and vote.

Each Britvic Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a shareholder of Britvic. A BLUE Form of Proxy for the Court Meeting and a YELLOW Form of Proxy for the General Meeting, are enclosed. To be valid, those Forms of Proxy must be duly completed and signed and must be received by Britvic's Registrars, Equiniti, by 10.00 a.m. (for the Court Meeting) and 10.15 a.m. (for the General Meeting), both times on 6 January 2013 (or, in the case of an adjournment of either Shareholder Meeting, not later than 48 hours before the time and date set for the adjourned Shareholder Meeting).

As an alternative to completing and returning the Forms of Proxy, you may submit your Forms of Proxy electronically at www.sharevote.co.uk. For security purposes, you will need the Voting ID, Task ID and shareholder reference number which are given on your Forms of Proxy. Alternatively if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Meeting.

In the case of the Court Meeting only, the BLUE Form of Proxy can also be handed to Britvic's Registrars, Equiniti, or the Chairman of the meeting before the start of the meeting.

If you propose to attend the Shareholder Meetings, please detach and bring with you the attendance slip to assist your admission.

Britvic Shareholders who return completed Forms of Proxy may still attend the Shareholder Meetings and vote in person if they wish. In the event of a poll on which a Britvic Shareholder votes in person, his/her proxy votes lodged with Britvic will be excluded.

Britvic Shareholders are entitled to appoint a proxy in respect of some or all of their Britvic Shares. Britvic Shareholders are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy to allow Britvic Shareholders to specify the number of Britvic Shares in respect of which that proxy is appointed. Britvic Shareholders who return a Form of Proxy duly executed but leave this space blank will be deemed to have appointed a proxy in respect of all of their Britvic Shares.

Britvic Shareholders who wish to appoint more than one proxy in respect of their shareholding should photocopy the Forms of Proxy or contact Britvic's Registrars, Equiniti, for further Forms of Proxy.

If you hold your Britvic Shares in uncertificated form (i.e. in CREST) you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID RA19) must be received by Britvic's Registrars, Equiniti, not later than 10.00 a.m. on 6 January 2013 (in the case of the Court Meeting) and by 10.15 a.m. on 6 January 2013 (in the case of the General Meeting) or, in the case of an adjournment of either Shareholder Meeting, not later than 48 hours before the time and date set for the adjourned Shareholder Meeting.

The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent a Britvic Shareholder from attending and voting in person at either Shareholder Meeting or any adjournment thereof, if a Britvic Shareholder so wishes and is so entitled.

Further information on the action to be taken is set out on pages 7 and 8 of this document.

11.3 Sanction of the Scheme by the Court

The Scheme also requires the sanction of the Court and the Reduction of Capital must be confirmed by the Court. The Court Hearing to sanction the Scheme and to confirm the Reduction of Capital is expected to be held on 30 January 2013. A.G. Barr will undertake to the Court to do all that it needs to do for the purpose of giving effect to the Scheme.

The Scheme will become effective on delivery of a copy of the Court Order and the Statement of Capital to the Registrar of Companies (or, if the Court so orders, upon registration by the Registrar of Companies of the Court Order and the Statement of Capital).

If the Scheme becomes effective, it will be binding on all Britvic Shareholders irrespective of whether or not they attended the Shareholder Meetings or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting. If the Scheme is not implemented by the Long Stop Date (or such later date (if any) as Britvic and A.G. Barr may, with the consent of the Panel, agree and the Court may allow), the Scheme will not be implemented and the Merger will not proceed.

11.4 Modifications to the Scheme

The Scheme contains a provision for Britvic and A.G. Barr to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Britvic Shareholders unless Britvic Shareholders were informed of such modification, addition or condition and given the opportunity to vote on that basis. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Britvic Shareholders should be held in these circumstances.

12 Conditions to the Merger

The Conditions to the Merger are set out in full in Part IV of this document. In summary, the Merger is conditional on:

12.1 a resolution to approve the Scheme being passed by a majority in number of those Britvic Shareholders who are present and vote at the Court Meeting, either in person or by proxy, and who represent 75 per cent. or more in value of the Britvic Shares voted by those Britvic Shareholders;
12.2 the Special Resolution necessary to implement the Scheme and to approve the related Reduction of Capital being passed by the requisite majority of Britvic Shareholders at the Britvic General Meeting;
12.3 the Scheme being sanctioned (with or without modification, on terms agreed by Britvic and A.G. Barr) and the related Reduction of Capital being confirmed by the Court;
12.4 a copy of the Court Order (together with the Statement of Capital) being delivered to the Registrar of Companies and, if so ordered by the Court, the Court Order being registered by the Registrar of Companies together with the Statement of Capital;
12.5 the OFT indicating, either unconditionally or subject to the giving of undertakings reasonably satisfactory to Britvic and A.G. Barr, that it does not intend to refer the Merger or any part of it to the Competition Commission;
12.6 the resolution to be proposed at the A.G. Barr General Meeting to approve the transaction as a "reverse takeover" under the Listing Rules, to grant authority to the A.G. Barr Directors to allot the New A.G. Barr Shares, and to increase the existing borrowing limits set in A.G. Barr's articles of association being passed by the requisite majority of A.G. Barr Shareholders (but, for the avoidance of doubt, not the other resolutions to be proposed at the A.G. Barr General Meeting which shall not be conditions to the Merger);
12.7 the UK Listing Authority having acknowledged to A.G. Barr or its agent (and such acknowledgement not having been withdrawn) that the application for the Admission of the New A.G. Barr Shares to the premium segment of the Official List has been approved and (subject to satisfaction of any conditions to which such approval is expressed) will become effective as soon as a dealing notice has been issued by the UK Listing Authority and any listing conditions have been satisfied, and the London Stock Exchange having acknowledged to A.G. Barr or its agent (and such acknowledgement not having been withdrawn) that the New A.G. Barr Shares will be admitted to trading; and
12.8 the other Conditions set out in Part IV of this document which are not otherwise summarised in this paragraph 12 being satisfied, or if capable of waiver, waived.

The Conditions relating to the approval of the Scheme by the Britvic Shareholders, the passing of the Special Resolution necessary to implement the Scheme at the General Meeting, the sanction of the Scheme, confirmation of the Reduction of Capital by the Court, filing of the Court Order at Companies House, approval of A.G. Barr Shareholders and approval by the UK Listing Authority of the application for admission to listing, are not capable of being waived in whole or in part.

13 Antitrust approval

The Merger is subject to the UK merger control process. Britvic and A.G. Barr have made a notification to the OFT by way of informal submission. This notification has commenced a review process during which the OFT aims to adhere to a 40 working day administrative timetable for consideration of the Merger. At the end of the OFT review period the OFT may approve the Merger unconditionally or subject to undertakings in lieu of reference, or may refer the Merger or any matter arising from it to the Competition Commission.

The Merger will automatically lapse if the Merger or any matter arising from it is referred by the OFT to the Competition Commission prior to the Court Meeting. The Merger will also lapse if the relevant Condition is invoked as a result of the Merger or as a result of OFT clearance being subject to conditions which are not reasonably satisfactory to Britvic or A.G. Barr.

14 A.G. Barr shareholder approval

In view of the size of the transaction, the Merger constitutes a "reverse takeover" (as defined in the Listing Rules) for A.G. Barr. Accordingly, A.G. Barr will be required to seek the approval of A.G. Barr Shareholders for the Merger at the A.G. Barr General Meeting. A.G. Barr is sending to A.G. Barr Shareholders a circular summarising the background to and reasons for the Merger (which includes a notice convening the A.G. Barr General Meeting). The Merger is conditional on, amongst other things, the resolution to approve the Merger as a "reverse takeover", to grant authority to the A.G. Barr Directors to allot the New A.G. Barr Shares and to increase the borrowing limits set out in A.G. Barr's articles of association being passed by the requisite majority of A.G. Barr Shareholders at the A.G. Barr General Meeting (but not, for the avoidance of doubt, the other resolutions to be proposed at the A.G. Barr General Meeting which shall not be conditions to the Merger).

The A.G. Barr Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable and in the best interests of A.G. Barr Shareholders. In providing its advice, Rothschild has taken into account the commercial assessments of the A.G. Barr Directors of the Merger. Accordingly, the A.G. Barr Directors intend unanimously to recommend A.G. Barr Shareholders to vote in favour of the resolution to be proposed at the A.G. Barr General Meeting to approve the Merger and the related resolutions.

The A.G. Barr Circular containing the notice of the A.G. Barr General Meeting is being sent to A.G. Barr Shareholders at the same time as this document is being posted to Britvic Shareholders. It is expected that the A.G. Barr General Meeting will be held on 8 January 2013.

15 Cancellation of listing of Britvic Shares and re-registration

Prior to the Scheme becoming effective, applications will be made to the UK Listing Authority for the cancellation of the listing of Britvic Shares on the Official List and to the London Stock Exchange for the cancellation of trading of Britvic Shares on the London Stock Exchange's main market for listed securities, with effect as of or shortly following the Effective Date.

On the basis of the indicative timetable set out on page 9 of this document, the last day of dealings in, and registrations of transfers of, Britvic Shares is expected to be 29 January 2013, following which the Britvic Shares will be temporarily suspended from the Official List and from trading on the London Stock Exchange's main market for listed securities. No transfers of Britvic Shares will be registered after that date.

On the Effective Date, Britvic will become a wholly owned subsidiary of A.G. Barr and share certificates in respect of Britvic Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Britvic Shares held within the CREST system will be cancelled. It is expected that on or shortly after the Effective Date, Britvic will be re-registered as a private company under the relevant provisions of the Companies Act.

16 Settlement

Subject to the Scheme becoming effective, settlement of the consideration to which any holder of Britvic Shares is entitled under the Scheme will be effected in the manner set out below.

16.1 Consideration where Britvic Shares are held in uncertificated form (i.e. in CREST)

Where, on the Effective Date, a Britvic Shareholder holds Britvic Shares in uncertificated form, the New A.G. Barr Shares to which the Britvic Shareholder is entitled will be issued in uncertificated form through CREST. A.G. Barr will procure that Euroclear is instructed to credit the relevant Britvic Shareholder's appropriate stock account in CREST with the applicable number of New A.G. Barr Shares.

As from the Scheme Record Time, each holding of Britvic Shares credited to any stock account in CREST will be disabled and all Britvic Shares will be removed from CREST in due course.

Notwithstanding the above, A.G. Barr reserves the right to settle all or part of such consideration in the manner set out in paragraph 16.2 below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph 16.1.

16.2 Consideration where Britvic Shares are held in certificated form

Where, on the Effective Date, a Britvic Shareholder holds Britvic Shares in certificated form, the New A.G. Barr Shares to which the Britvic Shareholder is entitled will be issued in certificated form.

Definitive certificates for the New A.G. Barr Shares will be despatched by first class post within 14 days after the Effective Date.

On the Effective Date, share certificates in respect of Britvic Shares will cease to be valid and should be destroyed.

16.3 General

Fractions of New A.G. Barr Shares will not be allotted or issued pursuant to the Scheme directly to Britvic Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale shall be paid to such holders in due proportions.

All documents sent to Britvic Shareholders in accordance with this paragraph 16.3 will be sent at the risk of the person entitled thereto.

In relation to New A.G. Barr Shares to be issued in certificated form, temporary documents of title will not be issued pending the despatch by post of definitive certificates for such New A.G. Barr Shares as referred to in paragraph 16.2 above. Pending the issue of definitive certificates for such New A.G. Barr Shares, former Britvic Shareholders wishing to register transfers of such New A.G. Barr Shares may certify their share transfer forms against the register of members of A.G. Barr by contacting A.G. Barr's Registrars, Equiniti, on +44 (0) 871 384 2909 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to this number are charged at 8 pence per minute from a BT landline. Other network providers' costs may vary. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. On the registration of any such transfers, the transferee will receive a share certificate in respect of the New A.G. Barr Shares which are the subject of the relevant transfer.

Save with the consent of the Panel, settlement of the consideration to which any Britvic Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms set out in this Part II without regard to any lien, right of set off, counterclaim or analogous right to which A.G. Barr may otherwise be, or claim to be, entitled against any Britvic Shareholder.

17 Offer – related arrangements

Confidentiality Agreement

A.G. Barr and Britvic have entered into a mutual confidentiality agreement dated 24 August 2012 (the "Confidentiality Agreement") pursuant to which each of A.G. Barr and Britvic has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until completion of the Merger.

Co-operation Agreement

A.G. Barr and Britvic have entered into a co-operation agreement dated 14 November 2012 (the "Co-operation Agreement") pursuant to which each of A.G. Barr and Britvic has agreed to use all reasonable endeavours to obtain confirmation from the OFT, as soon as reasonably practicable and in any event before the Long Stop Date, indicating, either unconditionally or subject to the giving of undertakings reasonably satisfactory to A.G. Barr and Britvic, that it does not intend to refer the Merger or any part of it to the Competition Commission. A.G. Barr and Britvic have also agreed to provide each other with such information and assistance as they may reasonably require for the purposes of obtaining all regulatory and other clearances in relation to the Merger, provided that such assistance will not require the Britvic Directors to maintain their recommendation of the Merger or to adjourn or seek to adjourn any shareholder meeting or court hearing in connection with the Scheme or require Britvic or A.G. Barr to make any change to the timetable for implementing the Merger. The Co-operation Agreement also sets out certain agreements reached between A.G. Barr and Britvic in relation to the treatment of the Britvic Share Schemes, certain share schemes operated by A.G. Barr and the continuation of the enhanced early retirement facility currently offered under the Britvic pension plan until 6 April 2016. The Co-operation Agreement will terminate if the Scheme (or the Merger Offer if A.G. Barr elects, subject to consent from the Panel and Britvic's written consent, to implement the Merger by way of a contractual takeover offer) is withdrawn or lapses, if the Britvic Directors withdraw their recommendation of the Scheme (or the Merger Offer, as the case may be) or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between A.G. Barr and Britvic.

18 Taxation

Britvic Shareholders should read Part VI of this document which contains a general description of the UK and US tax consequences of the Merger. If they are in any doubt as to their tax position, they should contact their professional adviser immediately.

Britvic Shareholders who are or may be subject to tax outside the UK or US should consult an appropriate independent professional adviser as to the tax consequences of the Scheme.

19 Share Schemes

19.1 Britvic Share Schemes

Appropriate proposals will be made to participants in the Britvic Share Schemes. In summary, A.G. Barr and Britvic have agreed that:

(i) all outstanding options granted under the Britvic Executive Share Option Plan and all outstanding awards granted under the Britvic Performance Share Plan will, to the extent not already exercisable or unvested, become exercisable or vest on sanction of the Scheme. The extent to which such options and awards may be exercised or vest will depend upon the extent to which the performance conditions have been satisfied, and the proportion of any performance period which has elapsed since grant. It is currently expected that the performance conditions will not be satisfied and therefore all options and all awards will lapse on the sanction of the Scheme. Options granted under the Britvic Executive Share Option Plan which are already exercisable will continue to be exercisable for six months following sanction of the Scheme, after which they will lapse; and
(ii) Britvic Shares held on behalf of participants in the Britvic Share Incentive Plan will be exchanged for New A.G. Barr Shares in accordance with the Merger ratio, and will continue to be held on the terms of the Britvic Share Incentive Plan.

19.2 Existing A.G. Barr share plans

Awards under the A.G. Barr Long Term Incentive Plan will, subject to A.G. Barr Shareholder approval at the A.G. Barr General Meeting, vest upon the Scheme becoming effective, subject to the applicable performance conditions having being satisfied and to the application of time pro rating.

Shares held under the A.G. Barr All-Employee Share Ownership Plan and options granted under the A.G. Barr Savings Related Share Option Scheme will continue on their existing terms.

Qualifying employees of the Britvic Group may participate in the A.G. Barr All-Employee Share Ownership Plan and any future launches under the A.G. Barr Savings Related Share Option Scheme on similar terms as A.G. Barr employees.

19.3 New A.G. Barr long term incentive plan

A.G. Barr Shareholder approval of a new long term incentive plan ("New LTIP") will be sought at the A.G. Barr General Meeting. The rules of the New LTIP will be substantially similar to the existing Britvic Performance Share Plan, and is described fully in the A.G. Barr Prospectus. It is proposed that awards will be granted under the New LTIP following completion of the Merger, subject to applicable dealing restrictions, as follows:

(i) selected A.G. Barr and Britvic employees will receive two awards of shares in the Combined Entity, an ordinary course award and a transitional award. For Roger White (as CEO of the Combined Group) and John Gibney (as CFO of the Combined Group), each award will be over shares with a face value of 150 per cent. of his basic salary. For other participants, award levels will be determined, by reference to band, in due course by the Remuneration Committee of the Combined Group;
(ii) vesting of both awards will be subject to performance conditions (based on a combination of a total shareholder return ("TSR") target (33.33 per cent.) and an earnings per share ("EPS") target (66.67 per cent.)) and continued employment; and
(iii) the ordinary course award will vest after three years and the transitional award will vest as to 66.67 per cent. after two years and as to 33.33 per cent. after one year.

20 Britvic ADSs

The Scheme will not be extended to holders of American depositary shares representing Britvic Shares ("Britvic ADSs"). Therefore, if the Scheme becomes effective, The Bank of New York Mellon, as depositary for the Britvic ADS program (the "Britvic Depositary"), will sell the New A.G. Barr Shares it receives pursuant to the Scheme as agent for and on behalf of Britvic ADS holders, will call for surrender of the Britvic ADSs and, upon those surrenders, will deliver the proceeds of that sale, net of applicable fees, expenses, taxes and governmental charges, to the Britvic ADS holders entitled to them in accordance with the terms of the deposit agreement governing the Britvic ADSs (the "Deposit Agreement"). Thereafter, the Britvic ADS program will be terminated.

Britvic ADS holders will not be entitled to vote directly on the Scheme and the Merger. However, Britvic ADS holders have the right to instruct the Britvic Depositary how to vote the Britvic Shares underlying the Britvic ADSs with respect to the Scheme and the Merger, subject to and in accordance with the terms of the Deposit Agreement, but the Britvic Depositary will not send voting cards or otherwise solicit those instructions from Britvic ADS holders.

If you hold Britvic ADSs and wish to vote directly on the Scheme and the Merger or to receive New A.G. Barr Shares in the Scheme, you must surrender your Britvic ADSs to the Britvic Depositary, pay the Britvic Depositary's fees and charges in accordance with the Deposit Agreement and become a holder of Britvic Shares prior to the Voting Record Time or Scheme Record Time, as applicable, and in each case subject to and in accordance with the terms of the Deposit Agreement. Britvic ADS holders that wish to vote directly on the Scheme and the Merger or to receive New A.G. Barr Shares in the Scheme should take care to surrender their Britvic ADSs in time to permit processing to be completed by the Britvic Depositary and its English custodian prior to the Voting Record Time or the Scheme Record Time, as applicable. If you hold Britvic ADSs through a broker or other securities intermediary, you should contact that intermediary to determine the date by which you must instruct that intermediary to act in order that the necessary processing can be completed in time.

21 United States and other Overseas Shareholders

US shareholders

The New A.G. Barr Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The New A.G. Barr Shares are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

The New A.G. Barr Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under the US securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of Britvic or A.G. Barr prior to, or of the Combined Entity after, the Effective Date may not resell the New A.G. Barr Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Britvic Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New A.G. Barr Shares received under the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Britvic will advise the Court through counsel that its sanctioning of the Scheme will be relied upon by A.G. Barr as an approval of the Scheme following a hearing on its fairness to Britvic shareholders, at which hearing all Britvic Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Britvic Shareholders.

Overseas Shareholders

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Merger or the Scheme. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of New A.G. Barr Shares pursuant to the Merger, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

This document has been prepared for the purposes of complying with English law, the Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Merger in their particular circumstances.

If, in respect of any Overseas Shareholder, A.G. Barr is advised that the allotment and/or issue of any New A.G. Barr Shares would or may infringe the laws of any jurisdiction outside the United Kingdom, or would or may require A.G. Barr to comply with any governmental or other consent or any registration, filing or other formality with which A.G. Barr is unable to comply or compliance with which A.G. Barr regards as unduly onerous, the Scheme provides that A.G. Barr may, in its sole discretion, either:

(i) determine that such New A.G. Barr Shares shall be sold, in which event the New A.G. Barr Shares shall be issued to such holder and A.G. Barr shall appoint a person to procure that any shares in respect of which A.G. Barr has made such determination shall, as soon as practicable following the Effective Date, be sold; or
(ii) determine that such New A.G. Barr Shares shall not be issued to such Overseas Shareholder but shall instead be issued to a nominee for such holder appointed by A.G. Barr on terms that the nominee shall, as soon as practicable following the Effective Date, sell the New A.G. Barr Shares so issued.

Any such sale shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to the relevant Overseas Shareholder by sending a cheque or creating an assured payment obligation in accordance with the terms of the Scheme. Any remittance of the net proceeds of the sale referred to shall be at the risk of the relevant Overseas Shareholder.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS DOCUMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Merger in their particular circumstances.

22 Further information

Your attention is drawn to the Chairman's Letter in Part I of this document and the full text of the Scheme which is set out in Part III of this document. Your attention is also drawn to the further information contained in this document which forms part of this Explanatory Statement and the Employee Representatives' Opinions from various Britvic Group employee representatives, as set out in the Appendix to this document.

23 Action to be taken

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion. Please refer to pages 7 and 8 of this document for details of the steps that you will need (and are encouraged) to take in connection with this document and the Merger.

For and on behalf of

Citigroup Global Markets Limited

PART III

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT

No. 9053 of 2012

IN THE MATTER OF BRITVIC PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006)

BETWEEN

BRITVIC PLC

AND

THE HOLDERS OF ITS SCHEME SHARES (as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

"Act"	the Companies Act 2006 (as amended)
"A.G. Barr"	A.G. BARR p.l.c., incorporated in Scotland with registered number SC005653
"A.G. Barr Shares"	ordinary shares of 41⁄6 pence each in the capital of A.G. Barr
"business day"	a day on which London Stock Exchange plc is open for the transaction of business
"certificated" or "in certificated form"	not in uncertificated form (that is, not in CREST)
"Company"	Britvic plc, incorporated in England and Wales with registered number 5604923
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting of the holders of Scheme Shares convened by order of the Court pursuant to section 896 of the Act to consider and, if thought fit, approve this Scheme, including any adjournment thereof
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (as amended)
"Effective Date"	the date on which this Scheme becomes effective in accordance with Clause 8

"Euroclear"	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738
"holder"	includes a person entitled by transmission
"members"	members of the Company on the register of members at any relevant date
"Ordinary Shares"		ordinary shares of 20 pence each in the capital of the Company
"Reduction of Capital"		the reduction of capital provided for in Clause 1.1
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Scheme"	this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and A.G. Barr
"Scheme Record Time"	6.00 p.m. on the business day immediately prior to the date of the hearing to sanction this Scheme and confirm the Reduction of Capital
"Scheme Shares"	(i)	the Ordinary Shares in issue at the date of this Scheme;
	(ii)	any Ordinary Shares issued after the date of this Scheme and before the Voting Record Time; and
	(iii)	any Ordinary Shares issued at or after the Voting Record Time and before the Scheme Record Time on terms that the holder thereof shall be bound by this Scheme, or in respect of which the original or any subsequent holders thereof shall have agreed in writing to be bound by this Scheme
"Statement of Capital"	the statement of capital scheduled to the order of the Court sanctioning this Scheme and confirming the Reduction of Capital, and approved by the Court
"uncertificated" or "in uncertificated form"	recorded on the relevant register as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
"Voting Record Time"	6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting

and references to Clauses are to clauses of this Scheme, references to a number shall include zero, and references to time are to London time.

(B) The issued share capital of the Company as at the close of business on 3 December 2012 (being the latest practicable date prior to the publication of this Scheme) was £48,492,192 divided into 242,460,960 Ordinary Shares of 20 pence each, all of which were credited as fully paid and none of which were held in treasury. It is proposed that a deferred share of 1 pence be issued to A.G. Barr for cash before the Scheme Record Time.
(C) A.G. Barr has agreed to appear by Counsel at the hearing to sanction this Scheme and to submit to be bound by and to undertake to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

THE SCHEME

1 Cancellation of the Scheme Shares

1.1 The capital of the Company shall be reduced by cancelling and extinguishing the Scheme Shares.
1.2 Subject to and forthwith upon the said Reduction of Capital taking effect, the reserve arising in the books of account of the Company as a result of the Reduction of Capital shall be capitalised and applied in

paying up in full at par such number of new Ordinary Shares as shall be equal to the number of Scheme Shares cancelled pursuant to Clause 1.1, which shall be allotted and issued credited as fully paid to A.G. Barr and/or its nominee(s).

2 Consideration for the cancellation of the Scheme Shares

2.1 In consideration for the cancellation of the Scheme Shares and the allotment and issue of the new Ordinary Shares as provided in Clause 1, A.G. Barr shall (subject to the remaining provisions of this Clause 2 and to Clause 4) allot and issue to the holders of Scheme Shares (as appearing in the register of members of the Company at the Scheme Record Time):

For each Scheme Share 0.816 A.G. Barr Shares

2.2 Fractions of A.G. Barr Shares shall not be allotted or issued directly to holders of Scheme Shares pursuant to this Scheme, and all fractional entitlements shall instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date, and the net proceeds of sale shall be paid to such holders in due proportions.
2.3 The A.G. Barr Shares issued pursuant to Clause 2.1 shall be issued credited as fully paid, shall rank equally in all respects with all other fully paid A.G. Barr Shares in issue on the Effective Date and shall be entitled to all dividends and other distributions declared, paid or made by A.G. Barr by reference to a record date on or after the Effective Date, which for the avoidance of doubt shall exclude the second interim dividend for the year ending 26 January 2013 to be paid by A.G. Barr on 18 January 2013.

3 Dividends

Holders of Scheme Shares on the register of the Company on 7 December 2012 shall be entitled to the second interim dividend of 12.4 pence per share for the financial year ended 30 September 2012 to be paid on 18 January 2013, and holders of Scheme Shares on the register of members at the Scheme Record Time shall be entitled to the special interim dividend of 10 pence per share to be paid after the Effective Date subject to the Scheme becoming effective.

4 Overseas shareholders

4.1 The provisions of Clause 2 shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in respect of any holder of Scheme Shares with a registered address in a jurisdiction outside the United Kingdom or whom A.G. Barr reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom, A.G. Barr is advised that the allotment and/or issue of A.G. Barr Shares pursuant to Clause 2 would or may infringe the laws of such jurisdiction or would or may require A.G. Barr to comply with any governmental or other consent or any registration, filing or other formality with which A.G. Barr is unable to comply or compliance with which A.G. Barr regards as unduly onerous, A.G. Barr may, in its sole discretion, either:
4.1.1 determine that such A.G. Barr Shares shall be sold, in which event the A.G. Barr Shares shall be issued to such holder and A.G. Barr shall appoint a person to act pursuant to this Clause 4.1.1 and such person shall be authorised on behalf of such holder to procure that any shares in respect of which A.G. Barr has made such determination shall, as soon as practicable following the Effective Date, be sold; or
4.1.2 determine that such A.G. Barr Shares shall not be issued to such holder but shall instead be issued to a nominee for such holder appointed by A.G. Barr on terms that the nominee shall, as soon as practicable following the Effective Date, sell the A.G. Barr Shares so issued.
4.2 Any sale under Clause 4.1 shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to such holder by sending a cheque or creating an assured payment obligation in accordance with the provisions of Clause 5.1.
4.3 To give effect to any sale under Clause 4.1, the person appointed by A.G. Barr in accordance with Clause 4.1.1 shall be authorised as attorney on behalf of the holder concerned, and the nominee appointed by A.G. Barr in accordance with Clause 4.1.2 shall be authorised, to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer and to give such instructions and to do all other

things which he may consider necessary or expedient in connection with such sale. In the absence of bad faith or wilful default, none of the Company, A.G. Barr or the person or nominee so appointed shall have any liability for any loss or damage arising as a result of the timing or terms of such sale.

5 Settlement of Consideration

5.1 As soon as practicable after the Effective Date, and in any event no later than 14 days after the Effective Date, A.G. Barr shall:
5.1.1 allot and issue the A.G. Barr Shares which it is required to allot and issue to holders of Scheme Shares pursuant to this Scheme, and:
- (a) in the case of Scheme Shares which at the Scheme Record Time are in certificated form, procure the despatch of certificates for such A.G. Barr Shares to the persons entitled thereto in accordance with the provisions of Clause 5.2; or
- (b) in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form, procure that Euroclear is instructed to credit the appropriate stock account in CREST of the relevant holder with such holder's entitlement to such A.G. Barr Shares, provided that A.G. Barr reserves the right to settle all or part of such consideration in the manner set out in Clause 5.1.1(a) if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this Clause 5.1.1(b);
5.1.2 in the case of A.G. Barr Shares sold pursuant to Clause 4.1 in relation to Scheme Shares which at the Scheme Record Time are in certificated form, procure the despatch to the persons entitled thereto in accordance with the provisions of Clause 5.2 of cheques for the sums payable to them respectively in accordance with Clause 4; and
5.1.3 in the case of A.G. Barr Shares sold pursuant to Clause 4.1 in relation to Scheme Shares which at the Scheme Record Time are in uncertificated form, procure that Euroclear is instructed to create an assured payment obligation in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively in accordance with Clause 4, provided that A.G. Barr reserves the right to make payment of the said sums by cheque as set out in Clause 5.1.2 if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this Clause 5.1.3.
5.2 All deliveries of share certificates or cheques pursuant to this Scheme shall be effected by sending the same by first class post in prepaid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in such register in respect of such joint holding at the Scheme Record Time, and none of the Company, A.G. Barr nor any person or nominee appointed by A.G. Barr in accordance with Clause 4.1 nor their respective agents shall be responsible for any loss or delay in the transmission or delivery of any share certificates or cheques sent in accordance with this Clause 5.2 which shall be sent at the risk of the persons entitled thereto.
5.3 All cheques shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, A.G. Barr reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company in respect of such joint holding at the Scheme Record Time), and the encashment of any such cheque or the creation of any such assured payment obligation as is referred to in Clause 5.1.3 shall be a complete discharge to A.G. Barr for the moneys represented thereby.
5.4 The provisions of this Clause 5 shall be subject to any condition or prohibition imposed by law.

6 Share certificates and cancellation of entitlements

With effect from the Effective Date:

6.1 all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares shall be bound at the request of the Company to deliver up their share certificate(s) to the Company or to any person appointed by the Company to receive the same for cancellation or to destroy the same;
6.2 Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form; and

6.3 appropriate entries shall be made in the register of members of the Company to reflect the cancellation of the Scheme Shares.

7 Mandates and other instructions

All mandates and other instructions to the Company in force at the Scheme Record Time relating to Scheme Shares shall, unless and until revoked or amended, be deemed as from the Effective Date to be valid and effective mandates and instructions to A.G. Barr in relation to the A.G. Barr Shares issued in respect thereof.

8 Effective Date

8.1 This Scheme shall become effective as soon as a copy of the order of the Court sanctioning this Scheme under section 899 of the Act and confirming under section 648 of the Act the Reduction of Capital, together with the Statement of Capital, shall have been delivered to the Registrar of Companies and, if so ordered by the Court, the order of the Court sanctioning this Scheme and confirming the Reduction of Capital and the Statement of Capital shall have been registered by the Registrar of Companies.
8.2 Unless this Scheme shall have become effective on or before 30 June 2013, or such later date, if any, as the Company and A.G. Barr may agree and the Court may allow, this Scheme shall never become effective.

9 Modification

The Company and A.G. Barr may jointly consent on behalf of all concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose.

Dated 5 December 2012

PART IV

CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER

A. CONDITIONS TO THE SCHEME AND THE MERGER

1. The Merger is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than 30 June 2013 or such later date (if any) as Britvic and A.G. Barr may agree and (if required) the Court and the Panel may allow.
1. The Scheme is subject to the following conditions:
2.1 its approval by a majority in number of the Britvic Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Britvic Shares voted by those Britvic Shareholders;
2.2 the resolution required to approve and implement the Scheme and the Reduction of Capital being duly passed by the requisite majority of Britvic Shareholders at the General Meeting; and
2.3 the sanction of the Scheme (with or without modification but subject to any modification being on terms acceptable to Britvic and A.G. Barr) and the confirmation of the Reduction of Capital by the Court and (a) the delivery of a copy of the Court Order and the Statement of Capital to the Registrar of Companies and (b) if so ordered by the Court, the registration of the Court Order and the Statement of Capital.
1. In addition, subject as stated in Part B below and to the requirements of the Panel, the Merger is conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Approval of A.G. Barr Shareholders

(a) the resolutions of A.G. Barr Shareholders required to: (i) approve, effect and implement the Merger, (ii) confer authorities for the issue and allotment of the New A.G. Barr Shares to be issued in connection with the Merger, and (iii) increase the borrowing limits set out in A.G. Barr's articles of association (as such resolutions may be set out in the A.G. Barr Circular) (but excluding, for the avoidance of doubt, the other resolutions to be proposed at the A.G. Barr General Meeting (which shall not be conditions to the Merger)), being duly passed at the A.G. Barr General Meeting (or at any adjournment thereof) in each case by the requisite majority of A.G. Barr Shareholders;

Admission of the New A.G. Barr Shares

(b) the UK Listing Authority having acknowledged to A.G. Barr or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New A.G. Barr Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the UK Listing Authority and any listing conditions having been satisfied and the London Stock Exchange having acknowledged to A.G. Barr or its agent (and such acknowledgement not having been withdrawn) that the New A.G. Barr Shares will be admitted to trading on the main market of the London Stock Exchange;

UK merger control

(c) the OFT indicating, either unconditionally or subject to the giving of undertakings reasonably satisfactory to Britvic and A.G. Barr, that it does not intend to refer the Merger or any part of it to the Competition Commission;

Notifications, waiting periods and authorisations

(d) other than in relation to the matters referred to in Conditions 3(a) to (c), all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Merger having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Merger and all Authorisations deemed necessary or reasonably appropriate by Britvic and A.G. Barr in any jurisdiction for or in respect of the Merger and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Britvic or any other member of the Wider Britvic Group by any member of the Wider A.G. Barr Group having been obtained in terms and in a form reasonably satisfactory to Britvic and A.G. Barr from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Britvic Group or the Wider A.G. Barr Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Britvic Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Merger becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(e) other than in relation to the matters referred to in Conditions 3(b) and (c), no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and, in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Merger):
(i) require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the Wider A.G. Barr Group or by any member of the Wider Britvic Group of all or any material part of their respective businesses, assets or property or of any Britvic Shares or other securities in Britvic or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider A.G. Barr Group or the Wider Britvic Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Britvic Group or any asset owned by any Third Party (other than in the implementation of the Merger);
(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider A.G. Barr Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Britvic or on the ability of any member of the Wider Britvic Group or any member of the Wider A.G. Barr Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Britvic Group to an extent which is material in the context of the Wider Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole;
(iv) otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the Wider Britvic Group or any member of the Wider A.G. Barr Group to an extent which is material in the context of the Wider Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole;
(v) result in any member of the Wider Britvic Group or any member of the Wider A.G. Barr Group ceasing to be able to carry on business under any name under which it presently carries on business;
(vi) make the Merger or its implementation, or the acquisition or proposed acquisition of any shares or other securities in or control of Britvic by any member of the Wider A.G. Barr Group, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or

otherwise, directly or indirectly, prevent or prohibit, restrict, restrain, or delay the same or otherwise interfere with the Merger or its implementation, or impose material additional conditions or obligations with respect to, or otherwise impede, interfere or require amendment of the Merger or the acquisition or proposed acquisition of any shares or other securities in or control of Britvic by any member of the Wider A.G. Barr Group to an extent which is material in the context of the Merger;

(vii) require, prevent or materially delay a divestiture by any member of the Wider A.G. Barr Group of any shares or other securities (or the equivalent) in any member of the Wider Britvic Group or any member of the Wider A.G. Barr Group to an extent which is material in the context of the Wider Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole; or
(viii) impose any limitation on the ability of any member of the Wider A.G. Barr Group or any member of the Wider Britvic Group to conduct or integrate all or any part of its business with all or any part of the business of any other member of the Wider A.G. Barr Group and/or the Wider Britvic Group to an extent which is material in the context of the Wider Britvic Group or Wider A.G. Barr Group (as the case may be) taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Merger having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Britvic Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject or any event or circumstance which, as a consequence of the Merger or because of a change in the control of Britvic or any other member of the Wider Britvic Group, could or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the Wider Britvic Group taken as a whole):
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Britvic Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Britvic Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Britvic Group therein being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;
(iv) any liability of any member of the Wider Britvic Group to make any severance, termination, bonus or other payment to any of its directors or other officers;
(v) the rights, liabilities, obligations, interests or business of any member of the Wider Britvic Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the Wider Britvic Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(vi) any member of the Wider Britvic Group ceasing to be able to carry on business under any name under which it presently carries on business;
(vii) the value of, or the financial or trading position or prospects of, any member of the Wider Britvic Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Britvic Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Britvic Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be expected to result in any of the events or circumstances as are referred to in Conditions 3(f)(i) to (viii) (in each case to an extent which is material in the context of the Wider Britvic Group taken as a whole);

Certain events occurring since 2 October 2011

(g) except as Disclosed, no member of the Wider Britvic Group having since 2 October 2011:
(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Britvic Shares out of treasury (except, where relevant, as between Britvic and wholly owned subsidiaries of Britvic or between the wholly owned subsidiaries of Britvic and except for the issue or transfer out of treasury of Britvic Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Britvic Share Schemes);
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than the second interim dividend in relation to the financial year ended 30 September 2012 of 12.4 pence per share and the special interim dividend of 10 pence per share in relation to the period from 1 October 2012 to the Effective Date or dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Britvic to Britvic or any of its wholly owned subsidiaries;
(iii) other than pursuant to the Merger (and except for transactions between Britvic and its wholly owned subsidiaries or between the wholly owned subsidiaries of Britvic and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Britvic Group taken as a whole;
(iv) (except for transactions between Britvic and its wholly owned subsidiaries or between the wholly owned subsidiaries of Britvic) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which in any case is material in the context of the Wider Britvic Group taken as a whole;
(v) (except for transactions between Britvic and its wholly owned subsidiaries or between the wholly owned subsidiaries of Britvic) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any case is material in the context of the Wider Britvic Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the Wider Britvic Group and which in any case is material in the context of the Wider Britvic Group taken as a whole;
(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Britvic Group, save as agreed by A.G. Barr;
(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Britvic Group, save as agreed by A.G. Barr;
(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in condition (i) above, made any other change to any part of its share capital, save as agreed by A.G. Barr;
(x) waived, compromised or settled any claim (other than in the ordinary course of business) which is material in the context of the Wider Britvic Group taken as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Britvic Group and any other person in a manner which would have a material adverse effect on the financial position of the Wider Britvic Group taken as a whole;
(xii) other than pursuant to the Merger and as envisaged in accordance with the terms of the Scheme, made any alteration to its memorandum or articles of association or other incorporation documents in each case which is material in the context of the Merger;
(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case which is material in the context of the Wider Britvic Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case which is material in the context of the Wider Britvic Group taken as a whole;
(xv) (other than in respect of a member of the Wider Britvic Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case which is material in the context of the Wider Britvic Group taken as a whole;
(xvi) (except for transactions between Britvic and its wholly owned subsidiaries or between the wholly owned subsidiaries of Britvic) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case which is material in the context of the Wider Britvic Group taken as a whole;
(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case which is material in the context of the Wider Britvic Group taken as a whole;
(xviii) entered into any licence or other disposal of intellectual property rights of any member of the Wider Britvic Group which are material in the context of the Wider Britvic Group and outside the normal course of business; or

(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

(h) except as Disclosed, since 2 October 2011 there having been:
(i) no adverse change and no circumstance having arisen which would or might be reasonably expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Britvic Group which in any case is material in the context of the Wider Britvic Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with regard to intellectual property rights owned or used by the Wider Britvic Group) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Britvic Group or to which any member of the Wider Britvic Group is or may become a party (whether as claimant, defendant or otherwise), in each case which might reasonably be expected to have a material adverse effect on the Wider Britvic Group taken as a whole or in the context of the Merger;
(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Britvic Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Britvic Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Britvic Group taken as a whole or in the context of the Merger;
(iv) no contingent or other liability having arisen or become apparent to A.G. Barr or increased other than in the ordinary course of business which would or might reasonably be expected to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Britvic Group to an extent which is material in the context of the Wider Britvic Group taken as a whole or in the context of the Merger; and
(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Britvic Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Britvic Group taken as a whole or in the context of the Merger;

No discovery of certain matters regarding information, liabilities and environmental issues

(i) except as Disclosed, A.G. Barr not having discovered:
(i) that any financial, business or other information concerning the Wider Britvic Group publicly announced prior to the date of this document or disclosed at any time to any member of the Wider A.G. Barr Group or to any of their advisers by or on behalf of any member of the Wider Britvic Group prior to the date of this document is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which in any such case is material in the context of the Wider Britvic Group taken as a whole;
(ii) that any member of the Wider Britvic Group or any partnership, company or other entity in which any member of the Wider Britvic Group has a significant economic interest and which is not a subsidiary undertaking of Britvic is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Britvic Group taken as a whole or in the context of the Merger;
(iii) that any past or present member of the Wider Britvic Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal,

discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Britvic Group which in any case is material in the context of the Wider Britvic Group taken as a whole;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Britvic Group which in any case is material in the context of the Wider Britvic Group taken as a whole;
(v) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Britvic Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which in any case is material in the context of the Wider Britvic Group taken as a whole;
(vi) that circumstances exist (whether as a result of making the Merger or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Britvic Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Britvic Group (or on its behalf) or by any person for which a member of the Wider Britvic Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which in any case is material in the context of the Wider Britvic Group taken as a whole; or
(vii) that circumstances exist whereby a person or class of persons have or is reasonably likely to have any legitimate claim or claims in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Wider Britvic Group which in each case is material in the context of the Wider Britvic Group taken as a whole.

B. CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER

Subject to the requirements of the Panel and, in the case of Condition 3(c), Britvic's prior written consent, A.G. Barr reserves the right to waive, in whole or in part, all or any of the above Conditions 3(c) to (i) (inclusive).

The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by A.G. Barr to be or remain satisfied by no later than the date referred to in Condition 1 (or such later date as Britvic and A.G. Barr may agree and (if required) the Panel and the Court may allow).

If A.G. Barr is required by the Panel to make an offer for Britvic Shares under the provisions of Rule 9 of the Code, A.G. Barr may make such alterations to any of the above Conditions and terms of the Merger as are necessary to comply with the provisions of that Rule.

A.G. Barr is under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(c) to (i) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Merger may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

A.G. Barr reserves the right to elect, with the consent of the Panel and with Britvic's prior written consent (such consent, for the avoidance of doubt, to also be required in the case of any offer to be made by A.G. Barr in the event Condition 3(c) is not satisfied), to implement the Merger by way of a Merger Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments (including, without limitation, an acceptance condition set at 90 per cent. (or such lesser percentage being more than 50 per cent. as A.G. Barr may decide) of the shares to which the Merger Offer relates and of the voting rights carried by those shares), so far as applicable, as those which would apply to the Scheme.

The Merger will lapse and the Scheme will not proceed if the OFT refers the Merger or any part of it to the Competition Commission before the date of the Court Meeting. In such event, neither A.G. Barr, Britvic, nor Britvic Shareholders will be bound by any term of the Scheme.

The availability of the Merger to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Merger is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5 of the Code, A.G. Barr may not invoke a condition to the Merger so as to cause the Merger not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to A.G. Barr in the context of the Merger. The conditions contained in paragraphs 1, 2 and 3(a), (b) and (c) of Part A are not subject to this provision of the Code.

If the Scheme becomes effective, the New Britvic Shares to be issued pursuant to the Scheme will be acquired by A.G. Barr fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date. Under the terms of the Merger, each Britvic Shareholder will forgo all rights to any future dividend or undeclared dividends or other return of capital of Britvic (other than the second interim dividend in relation to the financial year ended 30 September 2012 of 12.4 pence per share and the special interim dividend of 10 pence per share in relation to the period from 1 October 2012 to the Effective Date).

The Merger and the Scheme are governed by the law of England and Wales and are subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this document. The Scheme is subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FSA and the UK Listing Authority.

PART V

FINANCIAL INFORMATION ON BRITVIC AND A.G. BARR

Part A: Financial information relating to Britvic

The following sets out financial information in respect of the Britvic Group as required by Rule 24.3 of the Code. The documents referred to below, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this document by reference pursuant to Rule 24.15 of the Code:

Financial information	Reference
Audited consolidated accounts for the last two financial years	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2011.aspx
	Click on the 'pdf' link in the row titled "2011 Annual Report" under the "Reports" heading. The audited consolidated accounts of the Britvic Group for the financial year ended 2 October 2011 are set out on pages 54 to 113 (both inclusive) in the 2011 Annual Report.
	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2010.aspx
	Click on the 'pdf' link in the row titled "2010 Annual Report" under the "Reports" heading. The audited consolidated accounts of the Britvic Group for the financial year ended 3 October 2010 are set out on pages 50 to 105 (both inclusive) in the 2010 Annual Report.
Q1 Interim Management Statement dated 25 January	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2012.aspx
2012	The Q1 Interim Management Statement dated 25 January 2012 is available from the Britvic Group's website (at the website referred to above) by clicking the 'pdf' link in the row titled "Q1 Interim Management Statement" under the "Financial News" heading.
2012 Interim Results dated 24 May 2012	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2012.aspx
	The 2012 Interim Results dated 24 May 2012 for the 28 weeks ended 15 April 2012 is available from the Britvic Group's website (at the website referred to above) by clicking the 'pdf' link in the row titled "2012 Interim Results" under the "Financial News" heading.
Q3 Interim Management Statement dated 19 July 2012	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2012.aspx
	The Q3 Interim Management Statement dated 19 July 2012 is available from the Britvic Group's website (at the website referred to above) by clicking the 'pdf' link in the row titled "Q3 Interim Management Statement" under the "Financial News" heading.
Trading Update dated 18 October 2012	http://www.britvic.com/results-and-presentations/results-and-presentations/ 2012.aspx
	The Trading Update dated 18 October 2012 is available from the Britvic Group's website (at the website referred to above) by clicking the 'pdf' link in the row titled "52-week Trading Update" under the "Financial News" heading.

Financial information Reference

2012

Unaudited Preliminary Results for the 52 weeks ended 30 September 2012, published on 27 November

http://www.britvic.com/results-and-presentations/results-and-presentations/ 2012.aspx

The Unaudited Preliminary Results for the 52 weeks ended 30 September 2012, published on 27 November 2012 is available from the Britvic Group's website (at the website referred to above) by clicking the 'pdf' link in the row titled "27 November 2012 Preliminary Results" under the "Financial News" heading.

Part B: Britvic ratings information

There are no current ratings and outlooks publicly accorded to Britvic.

Part C: Financial information relating to A.G. Barr

The following sets out the financial information in respect of the A.G. Barr Group required by Rule 24.3 of the Code. The documents referred to below are incorporated into this document by reference pursuant to Rule 24.15 of the Code:

Financial information	Reference
Audited consolidated accounts for the last two financial years	http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/investors corporate_reports
	Click on the link titled "Annual Report and Accounts January 2012" under the "Corporate Reports" heading. The audited consolidated accounts of the A.G. Barr Group for the financial year ended 28 January 2012 are set out on pages 60 to 103 (both inclusive) in the 2012 Annual Report.
	Click on the link titled "Annual Report and Accounts January 2011" under the "Corporate Reports" heading. The audited consolidated accounts of the A.G. Barr Group for the financial year ended 29 January 2011 are set out on pages 66 to 111 (both inclusive) in the 2011 Annual Report.
Interim Management Statement dated 21 May 2012	http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/ investors!OpenDocument
	The Interim Management Statement dated 21 May 2012 is available from the A.G. Barr Group's website (at the website referred to above) by clicking the link titled "Annual General Meeting and Interim Management Statement 2012".
Pre-Close Trading Update dated 27 July 2012	http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/ investors!OpenDocument
	The Pre-Close Trading Update dated 27 July 2012 is available from the A.G. Barr Group's website (at the website referred to above) by clicking the link titled "Pre-Close Trading Update July 2012".
Interim Results dated 24 September 2012	http://www.agbarr.co.uk/agbarr/newsite/ces_general.nsf/wpg/ investors!OpenDocument
	The Interim Results dated 24 September 2012 for the six months ended 28 July 2012 is available from the A.G. Barr Group's website (at the website referred to above) by clicking the link titled "Interim results for the six months ended 28 July 2012".

Part D : A.G. Barr ratings information

There are no current ratings and outlooks publicly accorded to A.G. Barr.

No incorporation of website information

Save as expressly referred to herein, neither the content of Britvic's or A.G. Barr's websites, nor the content of any website accessible from hyperlinks on Britvic's or A.G. Barr's website, is incorporated into, or forms part of, this document.

Availability of documents

You may request a hard copy of this document, free of charge, by contacting the Company Secretary of Britvic at [email protected] (or on +44 (0) 1442 284411, or at Britvic plc, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ) or the Company Secretary of A.G. Barr at [email protected] (or on +44 (0) 1236 852400 or at A.G. Barr, Westfield House, 4 Mollins Road, Cumbernauld G68 9HD).

You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

PART VI

UNITED KINGDOM AND UNITED STATES OF AMERICA TAXATION

PART A: United Kingdom Taxation

The comments set out below are based on current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs practice (which may not be binding on HM Revenue & Customs) as at the date of this document, both of which are subject to change, possibly with retrospective effect. They are intended as a general guide and apply only to Britvic Shareholders who have been issued shares pursuant to the Scheme, who are resident and in the case of an individual, ordinarily resident and domiciled, for tax purposes in the United Kingdom (except insofar as express reference is made to the treatment of non-United Kingdom residents), who hold Britvic Shares and New A.G. Barr Shares as an investment and who are the absolute beneficial owners thereof. The discussion does not address all possible tax consequences relating to an investment in the shares. Certain categories of shareholders, such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organisations, persons connected with Britvic, A.G. Barr or members of either of their groups, persons holding shares as part of hedging or conversion transactions, shareholders who are not domiciled or not ordinarily resident in the United Kingdom, shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment, and shareholders who are, are to become or have been officers or employees of Britvic or A.G. Barr or members of either of their groups, may be subject to special rules and this summary does not apply to such shareholders. In addition, the summary below does not apply to any shareholders who, either alone or together with one or more associated persons, control, directly or indirectly, at least 10 per cent. of the voting rights of any class of share capital in Britvic or A.G. Barr.

Shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own professional advisers immediately.

United Kingdom tax consequences of the Scheme

UK tax consequences of the cancellation of the Britvic Shares and issue of the New A.G. Barr Shares

For the purposes of UK capital gains tax and corporation tax on chargeable gains ("CGT"), the cancellation of the Britvic Shares and the issue of New A.G. Barr Shares should be treated as a scheme of reconstruction. A Britvic Shareholder who does not hold (either alone or together with persons connected with him) more than five per cent. of, or of any class of, shares in or debentures of Britvic, should obtain "rollover" relief in respect of the cancellation of his Britvic Shares and the issue to him of New A.G. Barr Shares, and for the purposes of CGT, he should not be treated as having made a disposal of his Britvic Shares. Instead, the New A.G. Barr Shares will be treated as the same asset as those Britvic Shares in respect of which he received the New A.G. Barr Shares, acquired at the same time and for the same consideration as those shares.

Any Britvic Shareholder who holds (either alone or together with persons connected with him) more than five per cent. of, or any class of, shares in or debentures of Britvic is advised that HMRC has granted clearance under Section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the cancellation of the Britvic Shares and the issue of the New A.G. Barr Shares and accordingly, any such shareholder should be treated in the manner described in the preceding paragraph.

If a Britvic Shareholder receives cash in respect of the sale of any fractional entitlement to New A.G. Barr Shares, this should, except to the extent referred to in the next paragraph, be treated as a disposal, or part disposal, of his Britvic Shares which may, depending on the shareholder's individual circumstances (including the availability of exemptions or allowable losses), give rise to a liability to UK tax on capital gains.

If the amount of cash received is small in comparison with the value of his Britvic Shares the Britvic Shareholder should not generally be treated by HMRC as having made a part disposal of his Britvic Shares. Instead the cash should generally be treated as a deduction from the base cost of his Britvic Shares rather than as the proceeds of disposal.

Under current HMRC practice, any cash payment of £3,000 or less or which is 5 per cent. or less of the market value of a Britvic Shareholder's holding of Britvic Shares should generally be treated as small for these purposes.

Any chargeable gain on a part disposal of a holding of Britvic Shares should be computed on the basis of an appointment of the allowable cost of the holding by reference to the market value of the holding at the time of disposal.

UK stamp duty and stamp duty reserve tax ("SDRT") consequences of the Scheme

No UK stamp duty or SDRT will be payable by the Britvic Shareholders as a result of the cancellation of the Britvic Shares and the issue of the New A.G. Barr Shares.

United Kingdom tax consequences in respect of New A.G. Barr Shares

UK Taxation of Dividends on New A.G. Barr Shares

A.G. Barr will not be required to withhold amounts on account of United Kingdom tax at source when paying a dividend on New A.G. Barr Shares.

A United Kingdom resident individual A.G. Barr Shareholder who receives a dividend from A.G. Barr in respect of New A.G. Barr Shares will be entitled to a tax credit which may be set off against the shareholder's total income tax liability. The tax credit will be equal to 10 per cent. of the aggregate of the dividend and the tax credit (the "gross dividend"), which is also equal to one-ninth of the cash dividend received. Such an individual shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the rate of 10 per cent. of the gross dividend, so that the tax credit will satisfy in full such shareholder's liability to income tax on the dividend. In the case of such an individual shareholder who is liable to income tax at the higher rate, the tax credit will be set against but not fully match the shareholder's tax liability on the gross dividend and such shareholder will have to account for additional income tax equal to 22.5 per cent. of the gross dividend (which is also equal to 25 per cent. of the cash dividend received) to the extent that the gross dividend, when treated as the top slice of the shareholder's income, falls above the threshold for higher rate income tax. In the case of such an individual shareholder who is subject to income tax at the additional rate, the tax credit will also be set against, but not fully match, the shareholder's liability on the gross dividend and such shareholder will have to account for additional income tax equal to 32.5 per cent. (or 27.5 per cent. with effect from 6 April 2013) of the gross dividend (which is also equal to approximately 36.1 per cent. (or approximately 30.6 per cent. with effect from 6 April 2013) of the cash dividend received) to the extent that the gross dividend, when treated as the top slice of the shareholder's income, falls above the threshold for additional rate income tax.

A United Kingdom resident individual A.G. Barr Shareholder who is not liable to income tax in respect of the gross dividend and other United Kingdom resident taxpayers who are not liable to United Kingdom tax on dividends, including pension funds and charities, will not be entitled to claim repayment of the tax credit attaching to dividends paid by A.G. Barr.

A.G. Barr Shareholders who are within the charge to corporation tax will be subject to corporation tax on dividends paid by A.G. Barr, unless (subject to special rules for such shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. Each shareholder's position will depend on its own individual circumstances, although it would normally be expected that the dividends paid by A.G. Barr would fall within an exempt class. Such shareholders will not be able to claim repayment of tax credits attaching to dividends.

Non-United Kingdom resident A.G. Barr Shareholders will not generally be able to claim repayment from HM Revenue & Customs of any part of the tax credit attaching to dividends paid by A.G. Barr. A shareholder resident outside the United Kingdom may also be subject to foreign taxation on dividend income under local law. A.G. Barr Shareholders who are not resident for tax purposes in the United Kingdom should obtain their own tax advice concerning tax liabilities on dividends received from A.G. Barr.

Taxation of Capital Gains on New A.G. Barr Shares

A.G. Barr Shareholders who are resident or, in the case of individuals, ordinarily resident in the United Kingdom, or who cease to be resident or ordinarily resident in the United Kingdom for a period of less than five years of assessment, may depending on their circumstances (including the availability of exemptions or reliefs), be liable to United Kingdom taxation on chargeable gains in respect of gains arising from a sale or other disposal of New A.G. Barr Shares.

Inheritance Tax in respect of New A.G. Barr Shares

New A.G. Barr Shares will be assets situated in the United Kingdom for the purposes of United Kingdom inheritance tax. A gift of such assets by, or the death of, an A.G. Barr Shareholder may (subject to certain exemptions and reliefs) give rise to a liability to United Kingdom inheritance tax, even if the holder is neither domiciled in the United Kingdom nor deemed to be domiciled there (under certain rules relating to long residence or previous domicile). Generally, United Kingdom inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to death of the donor. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold New A.G. Barr Shares bringing them within the charge to inheritance tax. A.G. Barr Shareholders should consult an appropriate professional adviser if they make a gift of any kind or intend to hold any New A.G. Barr Shares through such a company or trust arrangement. They should also seek professional advice in a situation where there is potential for a double charge to United Kingdom inheritance tax and an equivalent tax in another country or if they are in any doubt about their United Kingdom inheritance tax position.

Stamp Duty and Stamp Duty Reserve Tax ("SDRT") in respect of New A.G. Barr Shares

The statements in this section are intended as a general guide to the current United Kingdom stamp duty and SDRT position in respect of New A.G. Barr Shares. Investors should note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

General

Except in relation to depositary receipt systems and clearance services (to which the special rules outlined below apply), no stamp duty or SDRT will arise on the issue of shares in registered form by A.G. Barr.

An agreement to transfer New A.G. Barr Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable by the purchaser.

Transfers of New A.G. Barr Shares will generally be subject to stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty.

If a duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is generally repayable, normally with interest, and otherwise the SDRT charge is cancelled.

CREST

Paperless transfers of New A.G. Barr Shares within the CREST system will generally be liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of shares into CREST will not generally be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration.

Depositary Receipt Systems and Clearance Services

Following the ECJ decision in C-569/07 HSBC Holdings Plc, Vidacos Nominees Limited v The Commissioners of Her Majesty's Revenue & Customs and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners of Her Majesty's Revenue & Customs, HM Revenue & Customs has confirmed that 1.5 per cent. SDRT is no longer payable when new shares are issued to a clearance service or depositary receipt system.

Where New A.G. Barr Shares are transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration given or, in certain circumstances, the value of the shares.

There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HM Revenue & Customs. In these circumstances, SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will arise on any transfer of New A.G. Barr Shares into such an account and on subsequent agreements to transfer such shares within such account.

Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

Part B: United States Taxation

Certain US federal income taxation considerations

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY BRITVIC IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY BRITVIC OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The following is a summary of certain US federal income taxation considerations relevant to the Merger and the ownership and disposition of New A.G. Barr Shares. It addresses only US Holders (as defined below) that exchange Britvic Shares in the Merger, hold all shares as capital assets and use the US dollar as their functional currency. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, a particular US Holder, and does not address US federal non-income tax laws or any state, local, foreign or other tax laws. This summary also does not address investors that own (or are deemed to own) 10 per cent. or more of the total voting power of the stock of Britvic or that will own (or will be deemed to own) 5 per cent. or more of the total voting power or total value of the stock of A.G. Barr, nor does it discuss all of the tax considerations that may be relevant to certain types of holders subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, regulated investment companies, investors liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers, traders in securities that elect mark-to-market treatment, investors that hold Britvic Shares as part of straddles, hedging transactions, conversion, or other integrated transactions for US federal income tax purposes).

As used herein, the term "US Holder" means a beneficial owner of Britvic Shares that is, for US federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created or organised under the laws of the United States or any State thereof, (iii) an estate, the income of which is subject to US federal income tax without regard to its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds Britvic Shares will depend on the status of the partner and the activities of the partnership. Holders that are entities treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the tax consequences to their partners of the Merger and ownership and disposition of New A.G. Barr Shares by the partnership.

The summary assumes that neither Britvic nor A.G. Barr is a passive foreign investment company (a "PFIC") for US federal income tax purposes. A company's possible status as a PFIC must be determined annually and therefore may be subject to change. If Britvic or A.G. Barr were to be a PFIC in any year, materially adverse consequences could result for US Holders.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all of which are subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER AND OWNERSHIP OF AND DISPOSITION OF NEW A.G. BARR SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF US FEDERAL NON-INCOME TAX LAWS AND STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Merger

Britvic expects that the Merger will be treated as a tax-free reorganisation for US federal income tax purposes under section 368(a) of the US Internal Revenue Code. However, no ruling has been sought from US tax authorities about the proper US tax treatment of the Merger.

Assuming the Merger is a tax-free reorganisation, a US Holder will recognise no gain or loss on the exchange of Britvic Shares for New A.G. Barr Shares (including any fractional entitlement to New A.G. Barr Shares). A US Holder's aggregate adjusted tax basis in New A.G. Barr Shares will equal its aggregate adjusted tax basis in the Britvic Shares exchanged, and its holding period in the New A.G. Barr Shares (including any fractional entitlement to New A.G. Barr Shares) will include the holding period of the Britvic Shares exchanged. If a US Holder acquired different blocks of Britvic Shares at different times or at different prices, the US holder's adjusted tax basis and holding period in the New A.G. Barr Shares (including any fractional entitlement to New A.G. Barr Shares) will be determined separately for each block of shares.

A US Holder that receives cash in respect of the sale of any fractional entitlement to New A.G. Barr Shares generally will recognise capital gain or loss equal to the difference between the amount realised and its adjusted tax basis allocated to such fractional entitlement to New A.G. Barr Shares. Any gain would be long-term gain if the US Holder's holding period in such entitlement to New A.G. Barr Shares is more than one year. Any loss would be long-term loss if the US Holder's holding period in such entitlement to New A.G. Barr Shares is more than one year or to the extent the US Holder previously received qualified dividends in excess of 10 per cent. of the US Holder's adjusted tax basis in the Britvic Shares. Any gain or loss generally would be treated as arising from US sources. Deductions for capital losses are subject to limitations. A US Holder may be required to attach to its US federal income tax return for the year in which it receives New A.G. Barr Shares a statement regarding application of the tax-free reorganisation requirements (including information about the Britvic Shares it exchanged and the New A.G. Barr Shares it received) and to retain records regarding the Merger.

If the Merger were not a tax-free reorganisation, a US Holder receiving New A.G. Barr Shares in exchange for Britvic Shares would recognise gain or loss equal to the difference between the fair market value of the New A.G. Barr Shares and its adjusted tax basis in the Britvic Shares exchanged. Any gain would be long-term gain if the US Holder held the Britvic Shares for more than one year. Any loss would be long-term loss if the US Holder held the Britvic Shares for more than one year or to the extent the US Holder previously received qualified dividends in excess of 10 per cent. of the US Holder's adjusted tax basis in the Britvic Shares. Any gain or loss generally would be treated as arising from US sources. Deductions for capital losses are subject to limitations. The holder would have a tax basis in the New A.G. Barr Shares equal to their fair market value and a holding period beginning on the day after the New A.G. Barr Shares were acquired.

Dividends

US Holders generally must include dividends paid on New A.G. Barr Shares in their gross income as ordinary income from foreign sources.

Dividends paid in a currency other than US dollars will be includable in income in a US dollar equivalent amount based on the exchange rate in effect on the date of receipt whether or not the payment is converted into US dollars at that time. A US Holder's tax basis in the non-US currency will equal the US dollar amount included in income. Any gain or loss on a subsequent conversion of the non-US currency into US dollars for a different amount generally will be US source ordinary income or loss.

Dispositions

The sale or other taxable disposition of New A.G. Barr Shares will result in a capital gain or loss in an amount equal to the difference between the amount realised on such disposition and the US Holder's adjusted tax basis in such New A.G. Barr Shares. Any gain would be long-term gain if the US Holder's holding period for the New A.G. Barr Shares is more than one year. Any loss would be long-term loss if the US Holder's holding period for the New A.G. Barr Shares is more than one year or (assuming the Merger is a tax-free reorganisation) to the extent the US Holder previously received qualified dividends in excess of 10 per cent. of the US Holder's adjusted tax basis in the Britvic Shares. Any gain or loss generally would be treated as arising from US sources. Deductions for capital losses are subject to limitations.

The amount realised on a sale or other disposition of New A.G. Barr Shares for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of New A.G. Barr Shares traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Backup Withholding and Information Reporting

Payments of dividends on, and the proceeds of sale or other disposition (including exchange) of New A.G. Barr Shares, as well as other proceeds with respect to New Britvic Shares, by a US paying agent or other US intermediary will be reported to the Internal Revenue Service and to the US Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Certain US Holders are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Foreign Financial Asset Reporting

The holding of certain foreign financial assets by US Holders may be subject to reporting requirements if the aggregate value of all of these assets exceeds \$50,000 at the end of the taxable year or \$75,000 at any time during the taxable year. The thresholds are higher for individuals living outside of the United States and married couples filing jointly. The New A.G. Barr Shares are expected to constitute foreign financial assets subject to these requirements unless the New A.G. Barr Shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). US Holders should consult their tax advisers regarding the application of these requirements.

PART VII

ADDITIONAL INFORMATION

1 Responsibility statements

1.1 The Britvic Directors, whose names are set out in paragraph 2.1 of this Part VII, each accept responsibility for the information contained in this document other than the information for which responsibility is taken by the A.G. Barr Directors pursuant to paragraph 1.2 of this Part VII and the information contained in the Employee Representatives' Opinions set out in the Appendix to this document. To the best of the knowledge and belief of the Britvic Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.2 The A.G. Barr Directors, whose names are set out in paragraph 2.3 of this Part VII, each accept responsibility for the information contained in this document relating to A.G. Barr, the A.G. Barr Group and the A.G. Barr Directors and their immediate families, related trusts and companies and persons acting, or presumed to be acting, in concert with A.G. Barr. To the best of the knowledge and belief of the A.G. Barr Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Directors and registered offices

2.1 The Britvic Directors and their principal functions are as follows:

Director	Current Position
Gerald Corbett	Independent Non-Executive Chairman
Paul Moody	Chief Executive
John Gibney	Group Finance Director
Joanne Averiss	Non-Executive Director
Ben Gordon	Independent Non-Executive Director
Bob Ivell	Senior Independent Non-Executive Director
Michael Shallow	Independent Non-Executive Director

2.2 The registered office of Britvic, whose registered number is 5604923, and the business address of each of the Britvic Directors, is Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ.

The Company Secretary of Britvic is Clare Thomas.

2.3 The A.G. Barr Directors and their principal functions are as follows:

Director	Current Position
Ronald G. Hanna	Non-Executive Chairman
Roger A. White	Chief Executive
Alex B.C. Short	Group Finance Director
Andrew L. Memmott	Operations Director
Jonathan D. Kemp	Commercial Director
W. Robin G. Barr	Non-Executive Director
Martin A Griffiths	Independent Non-Executive Director

2.4 The registered office of A.G. Barr, whose registered number is SC005653, and the business address of each of the A.G. Barr Directors, is Westfield House, 4 Mollins Road, Cumbernauld G68 9HD.

The Company Secretary of A.G. Barr is Julie A. Barr.

3 Market quotations

Set out below are the closing middle market quotations of the Britvic Shares and A.G. Barr Shares as derived from the Daily Official List on:

3.1 the first Business Day of each of the six months immediately prior to the date of this document;
3.2 4 September 2012 (being the last Business Day before the commencement of the Offer Period); and

3.3 3 December 2012 (being the latest practicable date prior to the publication of this document):

Date	Britvic Shares	A.G. Barr Shares
2 July 2012	334.5	405
1 August 2012	305.3	420.1
3 September 2012	322.3	415
4 September 2012	328.6	415.6
1 October 2012	369.1	448.5
1 November 2012	365	438.2
3 December 2012	399	472.5

4 Interests and dealings

4.1 For the purposes of this paragraph 4:
(i) "acting in concert" with Britvic or A.G. Barr, as the case may be, means any person acting or deemed to be acting in concert with Britvic or A.G. Barr, as the case may be, for the purposes of the Code;
(ii) "A.G. Barr relevant securities" means relevant securities of A.G. Barr (such term having the meaning given in the Code in relation to an offeror), including A.G. Barr Shares and securities carrying conversion or subscription rights into A.G. Barr Shares;
(iii) "arrangement" includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing;
(iv) "Britvic relevant securities" means relevant securities of Britvic (such term having the meaning given in the Code in relation to an offeree), including Britvic Shares and securities of Britvic carrying conversion or subscription rights into Britvic Shares;
(v) "connected adviser" has the meaning given in the Code;
(vi) "dealing" or "dealt" has the meaning given in the Code;
(vii) "derivative" has the meaning given in the Code;
(viii) "disclosure period" means the period commencing on 5 September 2011 (being the date 12 months prior to the Offer Period) and ending on 30 November 2012;
(ix) "a person has an interest" or is "interested" in relevant securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities and in particular includes if a person:
- (a) owns them;
- (b) has the right (whether conditional or absolute) to exercise, or direct the exercise of the voting rights attaching to relevant securities or has general control of them;
- (c) by virtue of any agreement to purchase, option or derivative;
- (d) has the right or option to acquire relevant securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
- (e) is party to any derivative whose value is determined by reference to their price and which results, or may result, in his having a long position in them; and
(x) "short position" means any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative.

4.2 Interests in Britvic relevant securities

As at the close of business on 3 December 2012 (being the latest practicable date prior to the publication of this document):

4.2.1 A.G. Barr and the A.G. Barr Directors (including members of their immediate families, close relatives and related trusts) were not interested in and did not have a right to subscribe for any Britvic relevant securities.
4.2.2 the following persons acting, or presumed to be acting, in concert with A.G. Barr had an interest in or a right to subscribe for certain Britvic relevant securities as follows:

Name	Number of Britvic relevant securities
Valerie Barr	6,400

4.2.3 the following Britvic Directors (including members of their immediate families, close relatives and related trusts) had an interest in or a right to subscribe for certain Britvic relevant securities as follows:

Name	Number of Britvic relevant securities
Gerald Corbett(1)	103,695
Paul Moody(2)(3)	445,128
John Gibney(4)	373,522
Joanne Averiss	14,696
Ben Gordon	11,393
Robert Ivell	10,870
Michael Shallow	21,739

(1) These Britvic Shares are held beneficially by Virginia Corbett, Gerald Corbett's wife.

(2) Of these Britvic Shares, 434,042 are held by Susan Moody, Paul Moody's wife.

(3) Of these Britvic Shares, 11,086 shares are held on behalf of Paul Moody by the Trustee of the Britvic Share Incentive Plan, which is an all-employee tax approved share scheme open to employees in Great Britain.
(4) Of these Britvic Shares, 11,086 shares are held on behalf of John Gibney by the Trustee of the Britvic Share Incentive Plan, which is an all-employee tax approved share scheme open to employees in Great Britain.
4.2.4 the following awards and options over Britvic relevant securities had been granted to Britvic Directors under the Britvic Share Schemes:

Name	Description of award	Option exercise price (pence)	Number of Britvic relevant securities
Paul Moody	Britvic Executive Share Option Plan	245	273,005
	Britvic Executive Share Option Plan	245	338,776
	Britvic Executive Share Option Plan	347	246,369
	Britvic Executive Share Option Plan	221	530,189
	Britvic Executive Share Option Plan	387	372,326
	Britvic Executive Share Option Plan	465	310,111
	Britvic Executive Share Option Plan	332	452,368
	Britvic Performance Share Plan	–	124,110
	Britvic Performance Share Plan	–	103,370
	Britvic Performance Share Plan	–	150,790
John Gibney	Britvic Executive Share Option Plan	245	124,366
	Britvic Executive Share Option Plan	245	162,245
	Britvic Executive Share Option Plan	347	119,135
	Britvic Executive Share Option Plan	221	284,879
	Britvic Executive Share Option Plan	387	200,065
	Britvic Executive Share Option Plan	465	166,634
	Britvic Executive Share Option Plan	332	240,502
	Britvic Performance Share Plan	–	80,026
	Britvic Performance Share Plan	–	66,654
	Britvic Performance Share Plan	–	96,200

4.2.5 the following persons acting, or presumed to be acting, in concert with Britvic had an interest in, or a right to subscribe for, certain Britvic relevant securities as follows:

Name	Number of Britvic relevant securities
Nomura Asset Management Co., Ltd.	1,150

4.3 Dealings in Britvic relevant securities

During the disclosure period:

4.3.1 A.G. Barr and the A.G. Barr Directors (including members of their immediate families, close relatives and related trusts) have not dealt in the Britvic relevant securities.
4.3.2 the following persons acting, or presumed to be acting, in concert with A.G. Barr dealt in Britvic relevant securities:

Name	Transaction period	Transaction	Number of Britvic relevant securities	Price per security (£)
NCB	5 September 2012 to	Acquisition	313,958	Highest: 3.63
Stockbrokers Limited	30 November 2012			Lowest: 3.57
NCB	5 September 2012 to	Disposal	200,000	Highest: 3.70
Stockbrokers Limited	30 November 2012			Lowest: 3.62
NCB	6 June 2012 to	Disposal	205,919	Highest: 2.59
Stockbrokers Limited	4 September 2012			Lowest: 2.54
NCB	5 September 2011 to	Acquisition	21,239	Highest: 3.16
Stockbrokers	5 June 2012			Lowest: 3.10
Limited
NCB	5 September 2011 to	Disposal	735,633	Highest: 3.77
Stockbrokers	5 June 2012			Lowest: 3.02
Limited

4.3.3 Britvic has not redeemed nor purchased any Britvic relevant securities.

Between the commencement of the Offer Period and 30 November 2012 (being the latest practicable date prior to the publication of this document):

4.3.4 the following Britvic Directors (including members of their immediate families, close relatives and related trusts) have dealt in Britvic relevant securities:

Name	Transaction period	Transaction	Number of Britvic relevant securities	Price per security (£)
Paul Moody	5 September 2012 to	Acquisition	133	Highest: 388
	30 November 2012			Lowest: 396
John Gibney	5 September 2012 to	Acquisition	133	Highest: 388
	30 November 2012			Lowest: 396

(1) Purchase in connection with Britvic's All Employee Share Incentive Plan (94 shares purchased and 39 matching shares allocated).
4.3.5 no persons acting, or presumed to be acting, in concert with Britvic have dealt in Britvic relevant securities.
4.4 Interests in A.G. Barr relevant securities

As at the close of business on 3 December 2012 (being the latest practicable date prior to the publication of this document):

4.4.1 Britvic and the Britvic Directors (including members of their immediate families, close relatives and related trusts) were not interested in and did not have a right to subscribe for any A.G. Barr relevant securities.
4.4.2 no persons acting, or presumed to be acting, in concert with Britvic had an interest in or a right to subscribe for any A.G. Barr relevant securities.

4.4.3 the following A.G. Barr Directors (including members of their immediate families, close relatives and related trusts) had an interest in or a right to subscribe for certain A.G. Barr relevant securities as follows:

Name	Number of A.G. Barr relevant securities
Ronald G. Hanna	150,000
Roger A. White(1)	349,343
Alex B.C. Short(2)(3)	56,992
Jonathan D. Kemp(4)	135,396
Andrew L. Memmott(5)	83,484
W. Robin G. Barr(6)	7,516,326
Martin A. Griffiths	5,400

(1) Of these A.G. Barr Shares, 325,944 (representing 0.28 per cent. of the issued share capital of A.G. Barr as at 3 December 2012) are held by Carol White, Roger A. White's wife.
(2) Of these A.G. Barr Shares, 52,311 (representing 0.04 per cent. of the issued share capital of A.G. Barr as at 3 December 2012) are held by Ellen Short, Alex B.C. Short's wife.
(3) In addition to those A.G. Barr Shares beneficially held, Alex B.C. Short, in his capacity as a director of Robert Barr Limited (a wholly owned subsidiary of A.G. Barr which acts as the trustee of certain A.G. Barr share benefit plans) has a non-beneficial interest in 1,445,465 A.G. Barr Shares (representing 1.24 per cent. of the issued share capital of A.G. Barr).
(4) Of these A.G. Barr Shares, 125,616 (representing 0.11 per cent. of the issued share capital of A.G. Barr as at 3 December 2012) are held by Melanie S. Kemp, Jonathan D. Kemp's wife.
(5) Of these A.G. Barr Shares, 66,606 (representing 0.06 per cent. of the issued share capital of A.G. Barr as at 3 December 2012) are held by Susan Memmott, Andrew L. Memmott's wife.
(6) Of these A.G. Barr Shares, 1,482,450 (representing 1.27 per cent. of the issued share capital of A.G. Barr as at 3 December 2012) are held by Heather J. Barr, W. Robin G. Barr's wife. The interests in A.G. Barr Shares of certain of W. Robin G. Barr's immediate family members, close relatives and related trusts, are set out in paragraph 4.4.5 below but are not aggregated with his holding in this paragraph 4.4.3.
4.4.4 the following awards and options over A.G. Barr relevant securities had been granted to A.G. Barr Directors under the A.G. Barr Share Schemes:

Name	Description of award	Number of A.G. Barr relevant securities
Roger A. White	A.G. Barr Long Term Incentive Plan	281,562
	A.G. Barr Savings Related Share	4,113
	Option Scheme
Alex B.C. Short	A.G. Barr Long Term Incentive Plan	174,591
	A.G. Barr Savings Related Share	2,937
	Option Scheme
Jonathan D. Kemp	A.G. Barr Long Term Incentive Plan	155,487
	A.G. Barr Savings Related Share	4,896
	Option Scheme
Andrew L. Memmott	A.G. Barr Long Term Incentive Plan	137,763
	A.G. Barr Savings Related Share	4,113
	Option Scheme

4.4.5 the following persons acting, or presumed to be acting, in concert with A.G. Barr had an interest in or a right to subscribe for certain A.G. Barr relevant securities as follows:

Name	Number of A.G. Barr relevant securities
Carol White(1)	325,944
Ellen Short(2)	52,311
Melanie S. Kemp(3)	125,616
Susan Memmott(4)	66,606
Heather J. Barr(5)	1,482,450
Caroline J. Muir(6)	1,614,504
Julie A. Barr(6)	1,649,986
Patrick G. Barr(6)	1,677,648
Robert Barr's Charitable Trust(6)	5,400,000
Robert Barr 1985 Trust(6)	72,900
Mrs D K Barr Testamentary Trust(6)	1,080,600
W.R.G. Barr Trust for Children(6)	83,940
W. Robin G. Barr Family Trust(6)	456,510
Mrs Heather J. Barr Discretionary Trust(6)	761,100
Robert Barr's Trust(6)	2,247,858
W. Brian Morrison 1994 Trust for Jamie(6)	25,800

Name	Number of A.G. Barr relevant securities
W. Brian Morrison Absolute Trust for
Jamie(6)	64,200
Andrew A. Barr(6)	227,898
Robert N. Barr(6)	510,000
Jennifer L. Barr(6)	1,740,000
W.G. Barr Trust(6)	1,560,000
Mrs Agnes Barr(6)	900
Castlehill Holdings Limited(6)	2,328,384
1285057 Alberta Limited(6)	86,688
Courtney P. Garwasiuk(6)	6,000
Ms Gabrielle E. Garwasiuk(6)	6,000
Jennifer D. Garwasiuk(6)	6,000
Ms H. Garwasiuk(6)	155,310
Kathrine Garwasiuk(6)	124,188
Mr Christopher G. Kuharchuk(6)	6,000
Miss Kathrine D. Kuharchuk(6)	6,000

(1) Carol White is the wife of Roger A. White and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Roger A. White (as set out in paragraph 4.4.3 above).
(2) Ellen Short is the wife of Alex B.C. Short and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Alex B.C. Short (as set out in paragraph 4.4.3 above).
(3) Melanie S. Kemp is the wife of Jonathan D. Kemp and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Jonathan D. Kemp (as set out in paragraph 4.4.3 above).
(4) Susan Memmott is the wife of Andrew L. Memmott and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by Andrew L. Memmott (as set out in paragraph 4.4.3 above).
(5) Heather J. Barr is the wife of W. Robin G. Barr and A.G. Barr Shares registered in her name are included in the number of A.G. Barr Shares held beneficially by W. Robin G. Barr (as set out in paragraph 4.4.3 above).
(6) An immediate family member of W. Robin G. Barr, close relative or a related trust of W. Robin G. Barr whose holding of A.G. Barr Shares is not included in the number of A.G. Barr Shares held beneficially by W. Robin G. Barr in paragraph 4.4.3 above.

4.5 Dealings in A.G. Barr relevant securities

During the disclosure period:

4.5.1 the following A.G. Barr Directors (including members of their immediate families, close relatives and related trusts) have dealt in A.G. Barr relevant securities:1

Name	Transaction period	Transaction	Number of A.G. Barr relevant securities	Price per security (£)
Roger A. White	5 September 2012 to 30 November 2012	Acquisition	72	Highest: 4.798 Lowest: 4.500
	5 August 2012 to 4 September 2012	Acquisition	37	4.500
	5 July 2012 to 4 August 2012	Acquisition	39	4.25
	5 June 2012 to 4 July 2012	Acquisition	896	Highest: 3.57 Lowest: 3.5344
	5 March 2012 to 4 June 2012	Acquisition	132	Highest: 3.9343 Lowest: 3.625
	5 December 2011 to 4 March 2012	Acquisition	123	Highest: 4.2033 Lowest: 3.9973
	5 September 2011 to 4 December 2011	Acquisition	123	Highest: 4.0633 Lowest: 3.7593

¹ The number of A.G. Barr relevant securities and the price per security in respect of the period from 5 September 2011 to 27 May 2012 have been restated to take into account the share subdivision that was effected on 28 May 2012 pursuant to a resolution passed at the annual general meeting of A.G. Barr held on 21 May 2012.

Name	Transaction period	Transaction	Number of A.G. Barr relevant securities	Price per security (£)
Alex B.C. Short2	5 September 2012 to 30 November 2012	Acquisition	72	Highest: 4.798 Lowest: 4.50
	5 August 2012 to 4 September 2012	Acquisition	37	4.50
	5 July 2012 to 4 August 2012	Acquisition	39	4.25
	5 June 2012 to 4 July 2012	Acquisition	896	Highest: 3.57 Lowest: 3.5344
	5 March 2012 to 4 June 2012	Acquisition	132	Highest: 3.9341 Lowest: 3.625
	5 December 2011 to 4 March 2012	Acquisition	120	Highest: 4.2033 Lowest: 3.9966
	5 September 2011 to 4 December 2011	Acquisition	69,024	Highest: 4.0633 Lowest: 3.7593
	5 September 2011 to 4 December 2011	Disposal3	68,895	3.83
Jonathan D. Kemp	5 September 2012 to 30 November 2012	Acquisition	72	Highest: 4.798 Lowest: 4.50
	5 August 2012 to 4 September 2012	Acquisition	37	4.50
	5 July 2012 to 4 August 2012	Acquisition	39	4.25
	5 June 2012 to 4 July 2012	Acquisition	894	Highest: 3.57 Lowest: 3.5344
	5 March 2012 to 4 June 2012	Disposal4	8,400	Highest: 4.14 Lowest: 4.075
	5 March 2012 to 4 June 2012	Acquisition	132	Highest: 3.9341 Lowest: 3.625
	5 December 2011 to 4 March 2012	Acquisition	126	Highest: 4.2033 Lowest: 3.9966
	5 September 2011 to 4 December 2011	Acquisition	123	Highest: 4.0633 Lowest: 3.7593
Andrew L. Memmott	5 September 2012 to 30 November 2012	Acquisition	72	Highest: 4.798 Lowest: 4.500
	5 August 2012 to 4 September 2012	Acquisition	38	4.500
	5 July 2012 to 4 August 2012	Acquisition	38	4.25
	5 June 2012 to 4 July 2012	Acquisition	1,495	Highest: 3.57 Lowest: 1.708
	5 March 2012 to 4 June 2012	Acquisition	132	Highest: 3.9343 Lowest: 3.625
	5 December 2011 to 4 March 2012	Acquisition	81	Highest: 4.2033 Lowest: 3.9973
	5 September 2011 to 4 December 2011	Acquisition	171	Highest: 4.0766 Lowest: 3.7566

² Alex B.C. Short is a director of Robert Barr Limited, a wholly owned subsidiary of A.G. Barr which acts as the trustee of certain A.G. Barr share benefit plans. Robert Barr Limited (in its capacity as trustee) has dealt in A.G. Barr Shares during the disclosure period although such dealings are not disclosed in this table in respect of Alex B.C. Short.

³ On 4 October 2011, Alex B.C. Short acquired 68,895 A.G. Barr Shares pursuant to the A.G. Barr Long Term Incentive Plan. He subsequently disposed of 35,826 A.G. Barr Shares to satisfy his PAYE liability and transferred 33,069 A.G. Barr Shares to his wife, Ellen Short, a person presumed to be acting in concert with A.G. Barr.

⁴ Melanie S. Kemp, Jonathan D. Kemp's wife, a person presumed to be acting in concert with A.G. Barr, disposed of 4,200 A.G. Barr Shares on 27 March 2012.

Name	Date of transaction	Nature of transaction	Number of A.G. Barr relevant securities	Price per security (£)
Julie A. Barr	5 September 2012 to 30 November 2012	Acquisition	72	Highest: 4.798 Lowest: 4.500
	5 August 2012 to 4 September 2012	Acquisition	36	4.50
	5 July 2012 to 4 August 2012	Acquisition	40	4.25
	5 June 2012 to 4 July 2012	Acquisition	865	Highest: 3.57 Lowest: 3.5344
	5 March 2012 to 4 June 2012	Acquisition	132	Highest: 3.9341 Lowest: 3.625
	5 December 2011 to 4 March 2012	Acquisition	120	Highest: 4.2033 Lowest: 3.9973
	5 September 2011 to 4 December 2011	Acquisition	129	Highest: 4.0633 Lowest: 3.7591

4.5.2 Julie Barr, a person presumed to be acting in concert with A.G. Barr, has dealt in the following A.G. Barr relevant securities:

4.5.3 Save as disclosed in paragraphs 4.5.1 and 4.5.2 above, no person acting, or presumed to be acting, in concert with A.G. Barr has dealt in A.G. Barr relevant securities during the disclosure period.

Between the commencement of the Offer Period and 30 November 2012 (being the latest practicable date prior to the publication of this document):

4.5.4 the Britvic Directors (including members of their immediate families, close relatives and related trusts) have not dealt in A.G. Barr relevant securities.
4.5.5 no persons acting, or presumed to be acting, in concert with Britvic have dealt in A.G. Barr relevant securities.

4.6 General

Save as disclosed in this paragraph 4, as at 3 December 2012,

4.6.1 none of:
(i) A.G. Barr;
(ii) the A.G. Barr Directors or their respective related parties;
(iii) any person acting in concert with A.G. Barr;
(iv) the Britvic Directors or their respective related parties;
(v) any person acting in concert with Britvic,

had an interest in, a right to subscribe in respect of, or any short position in relation to Britvic relevant securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligations or right to require another person to purchase or take delivery, nor had any of the persons referred to in paragraphs (i) to (iii) above dealt in any Britvic relevant securities during the disclosure period, nor had any of the persons referred to in paragraphs (iv) and (v) above dealt in any Britvic relevant securities during the period from the commencement of the Offer Period up until 30 November 2012 (the latest practicable date prior to the publication of this document).

4.6.2 none of:
(i) Britvic; or
(ii) the Britvic Directors or their respective related parties,

had an interest in, a right to subscribe in respect of, or any short position in relation to A.G. Barr relevant securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligations or right to require another person to purchase or take delivery, nor had any of the foregoing dealt in any A.G. Barr relevant securities between the start of the Offer Period and 3 December 2012 (being the latest practicable date prior to the publication of this document):

(iii) none of Britvic or any person acting in concert with Britvic has any arrangement.
(iv) save for the irrevocable undertakings described in paragraph 9 below, none of A.G. Barr or any person acting in concert with A.G. Barr has any arrangement.
(v) none of Britvic or any person acting in concert with Britvic has borrowed or lent any Britvic relevant securities (including for these purposes any financial collateral arrangements) between the start of the Offer Period and 3 December 2012 (being the latest practicable date prior to the publication of this document), save for any borrowed shares which have been either on-lent or sold.
(vi) none of A.G. Barr or any person acting in concert with A.G. Barr has borrowed or lent any Britvic relevant securities (including for these purposes any financial collateral arrangements) during the disclosure period, save for any borrowed shares which have been either on-lent or sold.
(vii) none of Britvic or any person acting in concert with Britvic has borrowed or lent any A.G. Barr relevant securities (including for these purposes any financial collateral arrangements) between the start of the Offer Period and 3 December 2012 (being the latest practicable date prior to the publication of this document), save for any borrowed shares which have been either on-lent or sold.
(vii) none of A.G. Barr or any person acting in concert with A.G. Barr has borrowed or lent any A.G. Barr relevant securities (including for these purposes any financial collateral arrangements) during the disclosure period, save for any borrowed shares which have been either on-lent or sold.

5 A.G. Barr Directors' emoluments

If the Merger becomes Effective, Roger White will continue as Chief Executive Officer of the Combined Entity. No service agreement has yet been agreed, but the following key terms have been agreed in principle:

(i) his annual salary will increase to £530,000 per annum;
(ii) he will be entitled to participate in a short term bonus arrangement which may deliver a maximum cash bonus equal to 125 per cent. of his basic salary;
(iii) he will be entitled to transitional and ordinary course awards under the New LTIP as set out in paragraph 19.3 of Part II of this document;
(iv) he will cease to be entitled to receive a liquidated damages payment upon the termination of his employment in certain circumstances as currently set out in his service contract; and
(v) his pension entitlement will remain as it is under his current service agreement.

6 Service contracts and letters of appointment of Britvic Directors

The terms of the current Service Agreements of Britvic's executive directors provide as follows:

6.1 Paul Moody, Chief Executive
6.1.1 Paul Moody is employed under an employment agreement dated 24 November 2005. The agreement is terminable on 52 weeks' written notice by Britvic and 26 weeks' written notice by Paul Moody. The agreement provides for automatic termination upon Paul Moody's 60th birthday. He is currently 55.
6.1.2 Paul Moody's salary was increased from £500,000 to £510,000 from 1 January 2012.
6.1.3 Paul Moody is entitled to participate in Britvic's discretionary short term incentive schemes, longterm incentive and share schemes.
6.1.4 Paul Moody is entitled to a company car or cash alternative in accordance with Britvic's car policy.
6.1.5 Paul Moody is subject to post-termination restrictive covenants summarised as follows:
(i) For 12 months after termination of employment Paul Moody will not be engaged in:
- (a) the business of the Pepsi Group (but is not prevented from holding up to 1 per cent. of voting shares in the Pepsi Group or being engaged, concerned or interested in any division of the Pepsi Group which is not engaged in the manufacture, distribution or retailing of non-alcoholic beverages);
- (b) the business of any Relevant Customer (as defined in the employment agreement); or
- (c) the business of, or providing advice to, any competitor; and
(ii) For six months after termination of employment Paul Moody will not:
- (a) solicit any Relevant Customer (as defined in the employment agreement) in competition with Britvic;
- (b) deal with any Relevant Customer (as defined in the employment agreement) in competition with Britvic; or
- (c) solicit any Key Person (as defined in the employment agreement) or induce such to leave the employment of Britvic.
6.2 John Gibney, Chief Financial Officer
6.2.1 John Gibney is employed under an employment agreement dated 24 November 2005. The agreement is terminable on 52 weeks' written notice by Britvic and 26 weeks' written notice by John Gibney. The agreement provides for automatic termination upon John Gibney's 60th birthday. He is currently 52.
6.2.2 John Gibney's salary was increased from £318,990 to £325,370 from 1 January 2012.
6.2.3 John Gibney is entitled to participate in Britvic's discretionary short term incentive schemes, longterm incentive and share schemes. The provisions of the schemes and any 2011/12 awards are set out below.
6.2.4 John Gibney is entitled to a company car or cash alternative in accordance with Britvic's car policy.
6.2.5 John Gibney is subject to the same post-termination restrictive covenants as Paul Moody as set out in paragraph 6.1.5 above.
6.3 The Chairman and the Britvic Non-Executive Directors

The Chairman and the Non-Executive Directors do not have service contracts but instead have letters of appointment for a three-year term, subject to annual re-election by Britvic's shareholders in accordance with the Code. Particulars of the letters are below:

Non-Executive Director	Effective date of contract2	Unexpired term (approx.)	Notice period from Company	Notice period from Director
Gerald Corbett	14 December 2011	24 months	12 months	12 months
Joanne Averiss	14 December 2011	24 months	3 months	3 months
Ben Gordon	15 April 2011	16 months	3 months	3 months
Bob Ivell	14 December 2011	24 months	3 months	3 months
Michael Shallow	14 December 2011	24 months	3 months	3 months

Remuneration of Non-Executive Directors consists solely of fees. Non-Executive Director's fees are reviewed by the board annually and they do not participate in any of the Britvic Group's pension schemes or in any of the Britvic Group's bonus, share option or other incentive schemes.

6.3.1 Gerald Corbett, Independent Non-Executive Chairman
(i) Gerald Corbett is paid an annual fee of £228,225 from 1 January 2012.
(ii) Gerald Corbett is engaged to work for around 60 days per year.

² The Non-Executive Directors' letters of appointment have been extended for a further three-year term to 14 December 2014 with the exception of Ben Gordon whose letter of appointment has been extended for a further three-year term to 14 April 2014.

(iii) Gerald Corbett is subject to post termination restrictive covenants summarised as follows:
(a) for six months after the termination of the contract he will not carry on or be interested in a Competing Business (as defined in the letter of appointment); and
(b) for six months after the termination of the contract he will not work in any capacity for or provide advice to a Competing Business (as defined in the letter of appointment).
6.3.2 Joanne Averiss, Non-Executive Director

Joanne Averiss is paid an annual fee of £48,960 from 1 January 2012.

6.3.3 Ben Gordon, Independent Non-Executive Director

Ben Gordon is paid an annual fee of £48,960 from 1 January 2012.

6.3.4 Bob Ivell, Senior Independent, Non-Executive Director Bob Ivell is paid an annual fee of £64,960 from 1 January 2012.
6.3.5 Michael Shallow, Independent Non-Executive Director

Michael Shallow is paid an annual fee of £56,960 from 1 January 2012. Michael Shallow will be stepping down as a Non-Executive Director of Britvic with effect from completion of the Merger. In accordance with his appointment letter he will be paid in lieu of three months' notice.

6.4 Summary of Exit Terms for Paul Moody

With effect from completion of the Merger, Paul Moody will be retiring from his employment with Britvic and stepping down from the Board of Britvic on terms communicated to him by the Remuneration Committee by letter dated 17 October 2012 (the "Exit Letter"). The Exit Letter provides that:

6.4.1 Paul Moody will not receive any payment in lieu of notice or any ex gratia payment upon his retirement or any short term incentive payment for the performance year 2012/13;
6.4.2 Paul Moody will retire under Britvic's discretionary enhanced early retirement facility ("EERF") in line with Britvic's usual policy and practice in relation to early retirement from active service for all employees that participated in the defined benefit section of the pension plan prior to its closure in 2011;
6.4.3 the cost of Paul Moody's retirement under the EERF is expected to be approximately £1,100,000 but no specific additional contribution will be required in relation to this retirement;
6.4.4 Paul Moody's pension under the Britvic pension plan is expected to be approximately £90,000 per year;
6.4.5 Paul Moody's pension entitlement under the Britvic Executive Top Up Scheme pursuant to a trust deed and rules dated 15 April 2003, as amended ("BETUS") will be paid as a one-off retirement lump sum of £2,850,000 (less any witholdings Britvic is required to make) in lieu of any future BETUS pension entitlement. This amount has been calculated at a discount to Britvic's accounting liabilities after taking into account employer's national insurance;
6.4.6 Paul Moody's rights under the Britvic Executive Share Option Plan and the Britvic Performance Share Plan will be determined in accordance with the terms of the relevant schemes;
6.4.7 Paul Moody has agreed to enter into a waiver agreement, waiving his contractual and statutory rights in relation to his employment with Britvic, with no additional payment being made to him; and
6.4.8 Paul Moody will also enter into a consultancy agreement for a fixed term of six months from completion of the merger, details of which are provided in paragraph 6.5 of this Part VII.
6.5 Summary of Paul Moody Consultancy Agreement

Paul Moody has agreed to enter into a consultancy agreement with Britvic through a personal services company, pursuant to which he will provide his services to support the CEO and the Board of the Combined Group, on the following key terms:

6.5.1 the Consultancy Agreement will commence on completion of the merger and will continue for a fixed term of six months after completion of the merger, subject to earlier termination in limited circumstances (such as breach of contract or insolvency);

6.5.2 Paul Moody will be required to work up to five days a week in providing his services, the purpose and duties of which will be consistent with the object of supporting the new CEO and the Board of the Combined Group with the process of integration;
6.5.3 the consultancy fee will be £350,000 plus VAT for the six month fixed term, payable in monthly instalments against invoices.
6.5.4 the personal services company will be responsible for all necessary tax deductions and will indemnify Britvic accordingly.
6.5.5 Paul Moody will be required to enter into confidentiality, intellectual property and restrictive covenant terms to protect Britvic's business.
6.6 Summary of Britvic Directors' terms on appointment as directors of the Combined Entity
6.6.1 John Gibney to be appointed Chief Financial Officer

The parties are in an advanced stage of discussions with John Gibney who is to become Chief Financial Officer of the Combined Entity following the Merger becoming Effective. No service agreement has yet been agreed, but the following key terms have been agreed in principle:

(i) annual salary of £345,000 per annum;
(ii) participation in a short term bonus arrangement which will deliver a maximum cash bonus equal to 125 per cent. of base salary;
(iii) transitional and ordinary course awards under the New LTIP as set out in paragraph 19.3 of Part II of this document;
(iv) pension entitlement to remain as under current service agreement; and
(v) notice period will be 26 weeks from John Gibney and 52 weeks from the Combined Entity.
6.6.2 Non-Executive Director Terms

Gerald Corbett is to be appointed Non-Executive Chairman and Joanne Averiss, Ben Gordon, Bob Ivell and John Nicolson are to be appointed as non-executive directors of the Combined Entity following the Merger becoming Effective. Non-Executive appointment letters have not been finalised, but the current proposed fee levels are:

(i) the chairman will receive a fee of £230,000 per annum;
(ii) the deputy chairman will receive a fee of £115,000 per annum;
(iii) all other non-executive directors will receive a fee of £50,000; and
(iv) the chairmen of each of the committees will receive an additional fee of £8,000 per annum for each role held.

7 Material contracts

7.1 Confidentiality Agreement

Britvic and A.G. Barr have entered into a mutual confidentiality agreement dated 24 August 2012 (the "Confidentiality Agreement") pursuant to which each of Britvic and A.G. Barr has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until completion of the Merger.

7.2 Co-operation Agreement

Britvic and A.G. Barr have entered into a co-operation agreement dated 14 November 2012 (the "Co-operation Agreement") pursuant to which each of Britvic and A.G. Barr has agreed to use all reasonable endeavours to obtain confirmation from the OFT, as soon as reasonably practicable and in any event before the Long Stop Date, indicating, either unconditionally or subject to the giving of undertakings reasonably satisfactory to Britvic and A.G. Barr, that it does not intend to refer the Merger or any part of it to the Competition Commission. Britvic and A.G. Barr have also agreed to provide each other with such information and assistance as they may reasonably require for the purposes of obtaining all regulatory and other clearances in relation to the Merger, provided that such assistance will not require the Britvic Directors to maintain their recommendation of the Merger or to adjourn or seek to adjourn any shareholder meeting or court hearing in connection with the Scheme or require Britvic or A.G. Barr to make any change to the timetable for implementing the Merger. The Co-operation Agreement also sets out certain agreements reached between Britvic and A.G. Barr in relation to the treatment of the Britvic Share Schemes, certain share schemes operated by A.G. Barr and the continuation of the enhanced early retirement facility currently offered under the Britvic Pension Plan until 6 April 2016. The Co-operation Agreement will terminate if the Scheme (or the Merger Offer if A.G. Barr elects, subject to consent from the Panel and Britvic's written consent, to implement the Merger by way of a contractual takeover offer) is withdrawn or lapses, if the Britvic Directors withdraw their recommendation of the Scheme (or the Merger Offer, as the case may be) or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Britvic and A.G. Barr.

7.3 Britvic's material contracts

The following contracts (not being contracts entered in the ordinary course of business) have been entered into by Britvic and members of the Britvic Group since 5 September 2010 (being the date two years prior to the commencement of the Offer Period) and which are, or may be, material:

7.3.1 The £400 million multi-currency revolving loan facility

Britvic Group entered into a £400,000,000 multicurrency revolving loan facility dated 22 March 2011 with various lenders (the "2011 Facility Agreement", and the facility granted thereunder, the "2011 Facility").

The 2011 Facility is a revolving loan facility, under which the lenders make cash advances to the Britvic Group in Sterling, Euro or US dollars. The 2011 Facility is a five year facility, terminating on 22 March 2016.

Advances under the 2011 Facility have been used to finance the prepayment and cancellation of Britvic's existing facilities and can also finance the general corporate purposes of the Britvic Group.

Advances under the 2011 Facility will bear interest at a rate per annum equal to the aggregate of (i) the applicable margin, (ii) the London inter-bank offered rate (or, in the case of Euro advances, the European inter-bank offered rate), and (iii) the cost to the lenders of complying with certain regulatory costs which are passed on to borrowers. The applicable margin varies according to the ratio of Britvic's consolidated net borrowings to consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) (tested at the end of each financial quarter), in a range from 1.15 per cent. per annum to 2.10 per cent. per annum. Commitment fees are payable on undrawn amounts of the 2011 Facility, at a rate per annum equal to 40 per cent. of the applicable margin.

If there is a change of control in Britvic, individual lenders may, if they so require, notify Britvic that their participation in the 2011 Facility be cancelled and prepaid.

Certain other terms and conditions usual for facilities of this type apply to the 2011 Facility, including conditions precedent, prepayment provisions, representations and warranties, covenants (including financial covenants for Britvic to maintain, being (i) a ratio of consolidated net borrowings to consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) of not more than 3.5:1 and (ii) a ratio of consolidated EBITDA (as more particularly defined in the 2011 Facility Agreement) to consolidated net interest payable of not less than 3:1, tested in each case on a semi-annual basis), indemnities and provisions to protect the margin of lenders.

The 2011 Facility Agreement also includes customary events of default upon the occurrence of which the lenders may cancel their lending commitments and demand repayment of advances.

7.3.2 The 2010 US Private Placement Notes

On 17 December 2010, Britvic issued US\$163 million and £7.5 million of Senior Notes in the United States Private Placement ("USPP") market (the "2010 Notes"). The 2010 Notes are additional borrowings to the 2007 and 2009 Notes. The proceeds from the 2010 Notes were principally used to repay amounts drawn on the Britvic Group's existing borrowings. Issue costs incurred in the period relate to the issue of the 2010 Notes and the refinancing of the Britvic Group facilities.

Britvic makes semi-annual interest payments in Pound Sterling in respect of Series A and in US dollars in respect of Series B, C and D, with the first payment being made on 17 June 2011. The 2010 Notes are unsecured and rank pari passu in right of repayment with other senior unsecured indebtedness of Britvic.

In order to manage foreign exchange risk, interest rate risk and to ensure an appropriate mix of sterling and euro funding, the Britvic Group has entered into a number of cross currency interest rate swaps. The 2010 Notes were swapped into a mix of fixed and floating rate sterling and euro liabilities through a series of US dollar to sterling and sterling to euro swap instruments. These cross currency interest rate swap contracts have the same duration and other critical terms as the relevant borrowings they hedge and are designated as part of effective hedge relationships.

As detailed in the above, the 2010 USPP cross currency swaps converted an amount of US dollar borrowings into a £35.6 million floating rate sterling liability. To mitigate exposure in a proportion of this liability, £20 million of three-year interest rate swaps were transacted with an effective date of December 2011.

7.3.3 Britvic Pension Plan – Pension Funding Partnership

As a result of the latest formal actuarial valuation of the Britvic Pension Plan ("BPP") for contribution purposes as at 31 March 2010, a proposal was set out under which a monetary contribution would be made to enable the trustee of the BPP (the "Trustee") to enter into a Pension Funding Partnership ("PFP") structure under which the Trustee would receive a fixed annual payment for a 15 year period together with a final payment at the end the structure, the amount of which would be dependent on BPP's funding position at the time.

A first tranche of the PFP structure was completed on 29 September 2011. Under this first tranche, a Scottish limited partnership, Britvic Scottish Limited Partnership ("Britvic SLP"), was established. The Trustee acquired a partnership interest in Britvic SLP, which, in turn, acquired a partnership interest in a second Scottish partnership, Britvic Property Partnership ("Britvic PP"). Properties with a market value of £28.6 million were transferred to Britvic PP and leased back to Britvic Soft Drinks Limited. The properties held by Britvic PP generate a return which is distributed up to Britvic SLP, and then distributed from Britvic SLP to the Trustee.

On 25 January 2012, the Britvic Group entered into a second tranche of the PFP structure. The second tranche involved the sale and license back of certain group brands to a new limited liability partnership, Britvic Brands LLP ("Britvic LLP"). Britvic SLP acquired a membership interest in Britvic LLP (in addition to the investment in Britvic PP it obtained from the first tranche).

Following implementation of both tranches, the Trustee will receive approximately £5 million per annum for the 15 year term from its partnership interest in Britvic SLP. Britvic SLP will fund these payments from its partnership and membership interests in Britvic PP and Britvic LLP respectively. At the end of the 15 year term, the partnership capital allocated to the Trustee in Britvic SLP will be adjusted to match any funding deficit of the BPP at that time, up to a maximum value of £105 million. At that point the Britvic Group may be required to transfer this amount in cash to the Trustee.

Britvic SLP, Britvic PP and Britvic LLP are consolidated by the Britvic Group. The investment held by the Trustee in Britvic SLP does not represent a plan asset for accounting purposes and is therefore not included in the fair value of plan assets. The share of profits of Britvic SLP received by the Trustee are accounted for by Britvic Group as contributions when paid. The properties transferred to Britvic PP continue to be included within the group's property, plant and equipment on the balance sheet. The Britvic Group retains operational flexibility over the transferred properties and brands, including the ability to substitute properties held by Britvic PP and brands held by Britvic LLP with other similar assets.

7.3.4 Pepsi Group exclusive bottling appointments (GB EBAs)

The Britvic Group has a long-standing business relationship with the Pepsi Group and has distributed the Pepsi brand since 1987. The Britvic Group has the exclusive right to package, sell and distribute Pepsi and 7UP carbonated soft drink beverages (among others) in certain jurisdictions under arrangements with the Pepsi Group.

The Pepsi Group arrangements for the Pepsi and 7UP brands in Great Britain, the Isle of Man and Gibraltar (unless and until it becomes a Spanish possession) (together, the "Territory") are contained within a series of four interlinked agreements comprising two exclusive bottling appointments (the "GB EBAs"), a concentrate price and marketing agreement (the "Business Development Agreement") and a co-operative advertising and marketing agreement (the "Co-op Agreement"). On 10 March 2004, the Pepsi Group and certain members of the Britvic Group agreed to extend the relationship on substantially similar financial (and other) terms by entering into a new set of agreements.

The revised GB EBAs each have a new term which runs until 31 December 2023. Thereafter the terms shall be automatically extended by additional terms of five years each provided neither party has issued two years advance notice of termination in advance of the then current expiry date. The GB EBAs set out a series of obligations relating to the acquisition of concentrate and the bottling and distribution of the products. The GB EBAs also provide the Britvic Group with a right of first refusal in relation to the packaging and distribution within the Territory of any new carbonated soft drink developed by the Pepsi Group. Conditional upon the Merger becoming Effective, the Pepsi Group and Britvic have agreed certain variations to the terms of the GB EBA.

The Business Development Agreement (formerly known as the Franchise Performance Agreement) has a three-year term, but one-year extensions are negotiated on a rolling annual basis (signed in 1 January 2011 with the initial term expiring 31 December 2013) during the term of the GB EBA. The agreement provides the framework for the parties to agree their short-term operating strategy and business targets. It also contains a series of investment and sales targets for each year of the term, which the Britvic Group must use its reasonable endeavours to meet, including a requirement to install a specified quantity of branded vending and dispense equipment and performance targets as to market share and sales growth. The Britvic Group must also use its best endeavours to maintain distribution of all pack formats at certain specified levels. The agreement also sets out the required annual expenditure of both the Britvic Group and the Pepsi Group in relation to the advertising and promotion to support the brands (which is split on an equal basis) and in respect of promotional discounts and customer account development. The agreement also provides the mechanism for establishing the concentrate price for each year of the term.

The Co-op Agreement is a one-year agreement renewed annually which provides a detailed breakdown of the advertising and promotional expenditure agreed under the Business Development Agreement.

In the event that the Business Development Agreement and Co-op Agreement are not renewed whilst the GB EBAs remain in place, the GB EBAs set out the basis for establishing the concentrate price year-on-year and the required on-going advertising and promotional spend of the Britvic Group and the Pepsi Group.

The GB EBAs entitle the Pepsi Group to terminate the arrangements in a range of circumstances, including for failure to use best endeavours to maintain distribution levels, for failure to use reasonable endeavours to achieve performance targets, or for a breach of a material term or condition of the Business Development Agreement. Each GB EBA may also be terminated in the event that:

(i) Britvic sells the Robinsons brand or a brand which provides 35 per cent. or more of the Britvic Group's total GB EBA Brand Contribution;
(ii) any third party acquires a 40 per cent. stake in Britvic Soft Drinks Limited (including indirectly through the acquisition of Ordinary Shares in Britvic); or
(iii) there is a change of control of Britvic.

In the event that either GB EBA is terminated by reason of Britvic terminating the agreement without cause, or Britvic disposing of the Robinsons brand, there is provision for the payment of substantial liquidated damages to the Pepsi Group, calculated by reference to the amount spent on concentrate by the Britvic Group with the Pepsi Group, and the amount contributed by the relevant member of the Pepsi Group to advertising and marketing in the 18-month period prior to termination. Each GB EBA is interconditional.

7.4 A.G. Barr's material contracts

The following contracts (not being contracts entered in the ordinary course of business) have been entered into by A.G. Barr and members of the A.G. Barr Group since 5 September 2010 (being the date two years prior to the commencement of the Offer Period) and which are or may be material:

7.4.1 RBS Facilities

On 25 March 2011, A.G. Barr entered into a supplemental facility agreement (the "Supplemental Facility Agreement") relating to a term loan and revolving credit facility agreement with The Royal Bank of Scotland plc ("RBS") entered into on 4 August 2008 (the "Original Facility Agreement"). Under the terms of the Supplemental Facility Agreement it was agreed to amend and restate the Original Facility Agreement (as amended and restated, the "Amended and Restated Facility Agreement"). Under the terms of the Amended and Restated Facility Agreement, RBS agreed to provide A.G. Barr with a revolving credit facility of £10 million ("Facility A") and a term loan facility of up to £25 million ("Facility B"). Facility A was used for the payment of the purchase price for Groupe Rubicon Limited under the Rubicon Acquisition Agreement, payment of the related acquisition costs and also for the general corporate purposes of A.G. Barr. An amount drawn under Facility A is to be repaid on the last day of the interest period relating to that advance. Facility A expires on 25 March 2014. As at 3 December 2012 no sums were drawn pursuant to Facility A. Facility B was made available to be used for the payment of the purchase price for the Rubicon Acquisition under the Rubicon Acquisition Agreement and the related acquisition costs. Facility B is to be repaid in bi-annual instalments, the last of which is payable on 31 July 2013. As at 3 December 2012, £10 million remains outstanding pursuant to Facility B. Facility A incurs interest at a rate of LIBOR plus a margin of between 1.15 per cent. and 2.25 per cent. per annum (depending on the ratio of net debt to EBITDA) and Facility B incurs interest at a rate of 0.65 per cent. per annum plus, in each case, where appropriate, any applicable mandatory costs. The Supplemental Facility Agreement permits voluntary prepayments and voluntary cancellation of undrawn amounts (subject to payment of any applicable break costs). It also contains Standard representations, undertakings and events of default as well as financial and general covenants which A.G. Barr must observe. The facilities are secured by a first ranking bond and floating charge granted by A.G. Barr and a debenture granted by Rubicon Drinks Limited in favour of RBS.

On 25 March 2011, A.G. Barr entered into an overdraft facility agreement (the "Overdraft Facility Agreement") with RBS. Under the terms of the Overdraft Facility Agreement, RBS agreed to provide A.G. Barr, Barr Leasing Limited and Rubicon Drinks Limited with an (overdraft facility for working capital purposes with a net limit of £5 million and a gross limit of £10 million which can be utilised in Sterling, Euro and US dollars (the "Overdraft Facility"). As at 3 December 2012 no sums in any currency had been drawn pursuant to the Overdraft Facility. The Overdraft Facility incurs interest at 0 per cent. per annum on the aggregate Sterling debit balances equal to the aggregate Sterling credit balances of eligible Sterling accounts, 2 per cent. per annum over base rate on the aggregate of any remaining debit balances on such Sterling accounts and 2 per cent. per annum over the relevant currency lending rate for any Euro or US dollar sums drawn under the Overdraft Facility.

7.4.2 HSBC Facility Agreement

On 26 July 2012, A.G. Barr entered into a revolving credit facility agreement (the "Revolving Credit Facility Agreement") with HSBC Bank plc ("HSBC"). Under the terms of the Revolving Credit Facility Agreement, HSBC agreed to provide A.G. Barr with a revolving credit facility of £15 million (the "HSBC Facility") to be used towards the acquisition and development of a production facility and warehouse at Milton Keynes (the "MK Property"). The HSBC Facility is to be repaid on the last day of the interest period relating to the relevant advance, with no sums being able to be drawn or outstanding on or after 30 June 2015. As at 3 December 2012, £10 million had been drawn down pursuant to the HSBC Facility. The HSBC Facility incurs interest at a rate which is made up of LIBOR plus a margin of between 1 per cent. and 2 per cent. per annum (depending on the ratio of net debt to EBITDA) plus, where appropriate, any applicable mandatory costs. The Revolving Credit Facility Agreement permits voluntary prepayments and voluntary cancellation of undrawn amounts (subject to payment of any applicable break costs). It also contains standard representations, undertakings and events of default as well as financial and general covenants which A.G. Barr must observe. The HSBC Facility is secured by a legal mortgage over the MK Property, a bond and floating charge granted by A.G. Barr and a debenture granted by Rubicon Drinks Limited in favour of HSBC which will rank in accordance with an intercreditor agreement entered into between RBS, HSBC and A.G. Barr.

7.4.3 Rockstar, Inc.

With effect from 1 August 2009, A.G. Barr entered into a sales and distribution agreement with Rockstar, Inc. ("Rockstar") (as amended by letter of amendment dated 6 December 2011 and minute of amendment dated 20 and 27 June 2012) (the "Rockstar Agreement"). Pursuant to the terms of the Rockstar Agreement, A.G. Barr has the exclusive right to manufacture, market and distribute Rockstar soft drink products (the "Rockstar Products") under the Rockstar trade marks in the UK, the Republic of Ireland, the Isle of Man and the Channel Islands (together, the "Territory") in consideration of A.G. Barr paying a monthly fee to Rockstar calculated on a shared contribution basis.

The Rockstar Agreement expires on 31 July 2024 although the parties may agree to extend the term of the agreement for a further 10 years.

Each year the parties agree a rolling annual business plan which sets out certain targets to be met by A.G. Barr.

The Rockstar Agreement may be terminated immediately by either party in various circumstances including (i) if either party suffers certain insolvency events; or (ii) the continuation of the agreement conflicts with any law. The Rockstar Agreement may also be terminated, on the expiry of six months' notice, following a material breach of the agreement (a "Material Breach") by either party.

Rockstar may terminate the Rockstar Agreement without cause at any time upon two months' notice. A.G. Barr may terminate the agreement with immediate effect if (i) Rockstar transfers or disposes of its business, assets or undertaking to an EU based competitor of A.G. Barr without A.G. Barr's consent; or (ii) an EU based competitor of A.G. Barr becomes the effective controller of Rockstar.

In the event that either Rockstar terminates the agreement without cause or A.G. Barr terminates the agreement due to a Material Breach or with immediate effect (in the case of a sale of the Rockstar business or on the occurrence of a change of control of Rockstar), Rockstar is required to pay A.G. Barr a compensation payment calculated on the basis of a formula set out in the agreement.

7.4.4 Orangina

On 1 January 2009, A.G. Barr entered into a licensor agreement (the "Orangina Agreement") with Schweppes International Limited (the "Orangina Schweppes Group"). Under the terms of the Orangina Agreement, A.G. Barr has the exclusive right to manufacture, sell and distribute certain Orangina products (the "Orangina Products") in the UK, Gibraltar, the Isle of Man and the Channel Islands (together, the "Territory"). A.G. Barr pays Orangina Schweppes Group for certain raw materials and products in respect of the Orangina Products and certain expenses in relation to Orangina Products are shared by A.G. Barr and Orangina Schweppes Group.

The Orangina Agreement expires on 31 December 2014, unless the parties agree to extend its term.

A.G. Barr is required to use its reasonable endeavours throughout the Territory to increase the sales volumes and category shares of Orangina Products, in accordance with an agreed annual business plan.

The Orangina Agreement entitles both A.G. Barr and Orangina Schweppes Group to terminate the agreement at any time in various circumstances, including if (i) either party commits a material breach of the Orangina Agreement which is not rectified within 30 days of written notice thereof; (ii) either party suffers certain insolvency events; or (iii) any government or agency having jurisdiction requires an alteration of the agreement which is of fundamental detriment to one of the parties or its ability to perform its obligations.

In addition, Orangina Schweppes Group is entitled to terminate the Orangina Agreement by giving three months' written notice in certain circumstances, including (i) if A.G. Barr fails to achieve a specified amount of sales and/or net sales revenue; (ii) if the manufacture or sale of any of the Orangina Products is discontinued for a continuous period of more than four weeks without cause or for a cause within A.G. Barr's reasonable control; or (iii) if A.G. Barr transfers or disposes of its business or assets without prior consent being sought from Orangina Schweppes Group.

8 A.G. Barr pre close trading update

On 27 July 2012, A.G. Barr released a pre close trading update which included the following statement:

"Despite the significant impact of unprecedented weather on the market in the early summer, we have delivered solid growth as our brands have responded extremely positively to continued development and investment. Assuming there will be no further deterioration in the market place we anticipate further growth and margin improvements in the second half. We plan to maintain our long term agenda of investing in brands and developing the infrastructure and organisation capable of delivering future growth."

This statement was not intended to be a profit forecast, nor should it be interpreted to mean that the future earnings of A.G. Barr will necessarily match or exceed the historical earnings of A.G. Barr. In particular, the reference to "future growth" was intended to convey the A.G. Barr Board's confidence in its ability to improve the efficiency of its existing distribution channels and increase the number of distribution points which, together with the A.G. Barr Board's confidence in the forthcoming promotional plans and the strength of A.G. Barr's brands, would be expected to lead to an increase in revenues. The reference to "margin improvements" was intended to convey the A.G. Barr Board's expectation that recent input cost pressures would begin to ease in the second half with the weakening of the Euro relative to Sterling, which would be expected to lead to an improvement in gross margins.

9 Irrevocable undertakings

10 Significant change

10.1 Save as disclosed in this document and Britvic's Trading Update, there have been no significant changes in the financial or trading position of Britvic since the preliminary unaudited consolidated financial results for the 52 weeks ended 30 September 2012 published on 27 November 2012.
10.2 Save as disclosed in this document and in the A.G. Barr Prospectus, there have been no significant changes in the financial or trading position of A.G. Barr since the publication of its interim results dated 24 September 2012 for the six months ended 28 July 2012.

11 Sources and bases of information

11.1 For the purposes of the financial comparisons contained in this document, no account has been taken of any liability to taxation or the treatment of fractions under the Merger.
11.2 Unless otherwise stated, the financial information on A.G. Barr contained in this document is extracted or derived (without material adjustment) from the audited consolidated annual report and accounts for the A.G. Barr Group for the year ended 28 January 2012.
11.3 Unless otherwise stated, the financial information on Britvic contained in this document is extracted or derived (without material adjustment) from the audited consolidated annual report and accounts for the Britvic Group for the year ended 2 October 2011.
11.4 The market prices of the A.G. Barr Shares and the Britvic Shares are the closing middle market quotations as derived from the Daily Official List.
11.5 As at the close of business on 3 December 2012 (being the latest practicable date prior to the date of this document) there were 116,768,778 A.G. Barr Shares in issue. The International Securities Identification Number for A.G. Barr Shares is GB00B6XZKY75.
11.6 As at the close of business on 3 December 2012 (being the last practicable date prior to the date of this document) there were 242,460,960 Britvic Shares in issue. The International Securities Identification Number for Britvic Shares is GB00B0N8QD54.
11.7 The value of 385.56 pence per Britvic Share implied by the terms of the Merger is calculated based on the exchange ratio of 0.816 New A.G. Barr Shares for each Britvic Share held and the closing price per A.G. Barr Share of 472.50 pence on 3 December 2012 (being the last practicable date prior to the date of this document).
11.8 The value of £935 million for Britvic's issued share capital implied by the terms of the Merger is calculated on the basis of the value placed on each Britvic Share referred to in paragraph 11.7 above multiplied by the number of Britvic Shares referred to in paragraph 11.6 above.
11.9 Synergy numbers are unaudited and are based on analysis by A.G. Barr's and Britvic's management and on A.G. Barr's and Britvic's internal records.

12 General

12.1 Citigroup Global Markets has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
12.2 Nomura has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
12.3 Rothschild has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
12.4 Investec has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
12.5 There is no agreement, arrangement or understanding whereby the beneficial ownership of any of the New Britvic Shares to be issued to A.G. Barr pursuant to the Scheme will be transferred to any other person, save that A.G. Barr reserves the right to transfer any such New Britvic Shares to any other member of the A.G. Barr Group or any nominee.
12.6 There are no agreements of the kind referred to in Note 11 on the definition of acting in concert in the Code which exist between A.G. Barr, or any person acting in concert with A.G. Barr, and any other person.
12.7 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between A.G. Barr or any person acting in concert with A.G. Barr for the purposes of the Merger and any of the directors, recent directors, shareholders or recent shareholders of Britvic, or any person interested or recently interested in Britvic Shares, having any connection with or dependence upon, or which is conditional on the outcome of the Merger.
12.8 Save as disclosed in this document, no proposal exists in connection with the Merger that any payment or other benefit shall be made or given by A.G. Barr to any Britvic Director as compensation for loss of office or as consideration for, or in connection with, his or her retirement from office.
12.9 Settlement of the consideration to which each Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien or right of set-off, counterclaim or other analogous right to which A.G. Barr may otherwise be or claim to be, entitled against any such Scheme Shareholder.

13 Other information

13.1 As at 3 December 2012 (being the latest practicable date prior to the publication of this document), Britvic held no Britvic Shares as treasury shares.
13.2 There has been no material change in the information contained in the Announcement.

14 Persons acting in concert

14.1 The persons who, for the purposes of the Code, are acting in concert with Britvic include Citigroup Global Markets of 33 Canada Square, Canary Wharf, London E14 5LB (financial adviser and broker) and Nomura of 1 Angel Lane, London EC4R 3AB (financial adviser and broker).
14.2 The persons who, for the purposes of the Code, are acting in concert with A.G. Barr include Rothschild of New Court, St Swithin's Lane, London EC4N 84L (financial adviser) and Investec of 2 Gresham Street, London EC2V 7QP (broker).

15 Fees and expenses

15.1 The estimated aggregate fees and expenses expected to be incurred by Britvic in connection with the Merger amount to between £7,975,000 and £14,000,000 (excluding any applicable VAT), which includes fees and expenses expected to be incurred in relation to the following categories:
(i) financial and corporate broking advice: between £1,625,000 and £7,000,000;(1)
(ii) legal advice: £3,250,000;(2)
(iii) accounting advice: £1,000,000;(2)
(iv) public relations advice: between £200,000 and £250,000;(1)
(v) other professional services: between £300,000 and £500,000;(1)(2) and
(vi) other costs and expenses: between £1,600,000 and £2,000,000.(1)(3)
15.2 The estimated aggregate fees and expenses expected to be incurred by A.G. Barr in connection with the Merger amount to between £2,070,000 and £8,120,000 (excluding any applicable VAT), which includes fees and expenses expected to be incurred in relation to the following categories:
(i) financial and corporate broking advice: between £0 and £5,000,000;(1)
(ii) legal advice: between £700,000 and £1,750,000;(1)
(iii) accounting advice: £425,000;
(iv) public relations advice: £125,000;
(v) other professional services: £200,000; and
(vi) other costs and expenses: £620,000.

⁽¹⁾ The variable component of these fees will be dependent upon the successful completion of the Merger.

⁽²⁾ These services are charged by reference to hourly or daily rates. Amounts included here reflect the time incurred up to the latest practicable date prior to the publication of this document and an estimate of further time required.

⁽³⁾ £200,000 of this fee estimate is for services that are charged by reference to hourly or daily rates and is therefore variable. The £200,000 estimate included here reflects the time incurred up to the latest practicable date prior to publication of this document and an estimate of further time required.

16 Documents available for inspection

Copies of the following documents will be made available for viewing on Britvic's website at http://ir.britvic.com and on A.G. Barr's website at www.agbarr.co.uk until the Effective Date:

16.1 the memorandum and articles of association of Britvic;
16.2 the Britvic Articles as proposed to be amended by the Special Resolution set out in the Notice of the General Meeting set out in Part X of this document;
16.3 the audited consolidated accounts of Britvic for 2010 (set out on pages 50 to 105 inclusive in the 2011 Annual Report);
16.4 the audited consolidated accounts of Britvic for 2011 (set out on pages 54 to 113 inclusive in the 2011 Annual Report);
16.5 the Q1 Interim Management Statement of Britvic dated 25 January 2012;
16.6 the 2012 Interim results of Britvic dated 24 May 2012;
16.7 the Q3 Interim Management Statement of Britvic dated 19 July 2012;
16.8 the Trading Update of Britvic dated 18 October 2012;
16.9 the unaudited Preliminary Results of Britvic for the 52 weeks ended 30 September 2012 dated 27 November 2012;
16.10 the audited consolidated accounts of Britvic for 2011 (set out on pages 54 to 113 inclusive in the 2011 Annual Report);
16.11 the audited consolidated accounts of A.G. Barr for January 2012 (set out on pages 60 to 103 inclusive in the 2011 Annual Report);
16.12 the audited consolidated accounts of A.G. Barr for January 2011 (set out on pages 66 to 111 inclusive in the 2011 Annual Report);
16.13 the Interim Management statement of A.G. Barr dated 21 May 2012;
16.14 the Pre-Closing Trading Update of A.G. Barr dated 27 July 2012;
16.15 the Interim Results of A.G. Barr for the six months ended 28 July 2012 dated 24 September 2012;
16.16 the Confidentiality Agreement described in paragraph 7.1 of this Part VII;
16.17 the Co-operation Agreement as described in paragraph 7.2 of this Part VII;
16.18 this document and the accompanying Forms of Proxy;
16.19 the irrevocable undertakings referred to in paragraph 9 of this Part VII;
16.20 the written consents referred to in paragraph 12 of this Part VII;
16.21 full lists of dealings where the Panel has given consent to the aggregation of dealings set out in paragraph 4 of this Part VII; and
16.22 the A.G. Barr Prospectus.

17 Employee Representatives' Opinions

As at 3 December 2012 (being the latest practicable date prior to the publication of this document), Britvic had received the Employee Representatives' Opinions from various Britvic employee representatives, as set out in the Appendix to this document.

PART VIII

DEFINITIONS

The following definitions apply throughout this document, unless otherwise stated:

\$, US\$ or US dollars	the lawful currency of the United States
£, Sterling, Pound Sterling or pence	the lawful currency of the United Kingdom
Admission	the New A.G. Barr Shares being admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities
A.G. Barr	A.G. BARR p.l.c.
A.G. Barr All-Employee Share Ownership Plan	A.G. Barr's All-Employee Share Ownership Plan approved at its annual general meeting held on 21 May 2001 and re-approved at its annual general meeting held on 21 May 2012
A.G. Barr Board	the board of directors of A.G. Barr
A.G. Barr Circular	the circular sent to A.G. Barr Shareholders in connection with the Merger dated on or around the date of this document
A.G. Barr Directors	the directors of A.G. Barr, whose names appear in paragraph 2.3 of Part VII of this document
A.G. Barr General Meeting	the general meeting of A.G. Barr to be convened in connection with the Merger, notice of which is set out in the A.G. Barr Circular (including any adjournment thereof)
A.G. Barr Group	A.G. Barr, its subsidiaries and subsidiary undertakings from time to time (excluding, for the avoidance of doubt, the Britvic Group)
A.G. Barr Long Term Incentive Plan	A.G. Barr's Long Term Incentive Plan 2003 adopted on 19 May 2003 and as subsequently amended
A.G. Barr Prospectus	the prospectus dated the date of this document relating to A.G. Barr and the Admission of the New A.G. Barr Shares
A.G. Barr Savings Related Share Option Scheme	A.G. Barr's 2005 Share Savings Scheme adopted on 24 May 2005 and as subsequently amended
A.G. Barr Shareholders	holders of A.G. Barr Shares
A.G. Barr Shares	fully paid-up ordinary shares of 41⁄6 pence each in the capital of A.G. Barr
Announcement	the joint announcement made by Britvic and A.G. Barr dated 14 November 2012 in relation to the Merger made pursuant to Rule 2.7 of the Code
Articles or Britvic Articles	the articles of association of Britvic
Authorisations	material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals

BLUE Form of Proxy	the BLUE form of proxy for use by Britvic Shareholders in relation to the Court Meeting
Britvic	Britvic plc
Britvic ADSs	American Depositary Shares representing Britvic Shares
Britvic Directors	the directors of Britvic, whose names appear in paragraph 2.1 of Part VII of this document
Britvic Executive Share Option Plan	the rules of the Britvic Executive Share Option Plan adopted on 9 December 2005
Britvic Group	Britvic, its subsidiaries and subsidiary undertakings, from time to time
Britvic Performance Share Plan	the rules of the Britvic Performance Share Plan adopted on 9 December 2005
Britvic Share Incentive Plan	the trust deed and rules of the Britvic Share Incentive Plan adopted on 25 April 2003
Britvic Share Schemes	the Britvic Performance Share Plan, the Britvic Executive Share Option Plan and the Britvic Share Incentive Plan, each as amended from time to time
Britvic Shareholders	holders of Britvic Shares
Britvic Shares	fully paid-up ordinary shares of 20 pence each in the capital of Britvic
Business Day	a day on which the London Stock Exchange is open for business
Citigroup Global Markets	Citigroup Global Markets Limited of 33 Canada Square, Canary Wharf, London E14 5LB
Code	the City Code on Takeovers and Mergers published by the Panel
Combined Entity	the ultimate parent company of the Combined Group, which upon the Merger becoming Effective, will be A.G. Barr (proposed to be renamed Barr Britvic Soft Drinks plc)
Combined Group	the combined group following the Merger, comprising the A.G. Barr Group and the Britvic Group
Companies Act	the UK Companies Act 2006, as amended from time to time
Competition Commission	the independent public body which conducts second phase in-depth inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time)
Conditions	the conditions to the implementation of the Merger (including the Scheme) as set out in Part IV of this document
Confidentiality Agreement	the mutual confidentiality agreement entered into by Britvic and A.G. Barr dated 24 August 2012
Co-operation Agreement	the co-operation agreement entered into by Britvic and A.G. Barr dated 14 November 2012

Court	the High Court of Justice in England and Wales
Court Hearing	the hearing by the Court to sanction the Scheme and confirm the Reduction of Capital
Court Meeting	the meeting of the Britvic Shareholders convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of approving the Scheme, including any adjournment thereof, notice of which is set out in Part IX of this document
Court Order	the order of the Court sanctioning the Scheme and confirming the Reduction of Capital
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (as amended)
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms)
Daily Official List	the daily official list of the London Stock Exchange
Dealing Disclosure	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
Deferred Share	the deferred share of one pence in the capital of Britvic
Disclosed	(i) disclosed in the annual report and accounts for Britvic for the period ended 2 October 2011, (ii) Publicly Announced, (iii) disclosed in the Announcement, or (iv) fairly disclosed to A.G. Barr, its officers or employees, or its financial, legal or accounting advisers (specifically in their capacity as A.G. Barr's advisers in relation to the Merger) by or on behalf of Britvic prior to the date of the Announcement
Effective	in the context of the Merger:
	(i) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
	(ii) if the Merger is implemented by way of a Merger Offer, such Merger Offer having been declared and become unconditional in all respects in accordance with the requirements of the Code
Effective Date	the date upon which the Scheme becomes effective
Employee Representatives' Opinions	the opinions (and the unofficial translation of the French language opinion) received as at 3 December 2012 (being the latest practicable date prior to the publication of this document) from Britvic Group employee representatives on the effects of the Merger on employment in accordance with Rule 25.9 of the Code, as set out in the Appendix to this document
Euro	the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended

Euroclear	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738
Forms of Proxy	the BLUE Form of Proxy and the YELLOW Form of Proxy
FSA	the Financial Services Authority
FSMA	the Financial Services and Markets Act 2000, as amended from time to time
GB	Great Britain
General Meeting	the general meeting of Britvic convened in connection with the Scheme and the Reduction of Capital, including any adjournment thereof, notice of which is set out in Part X of this document
HMRC	HM Revenue & Customs
Investec	Investec Bank plc of 2 Gresham Street, London EC2V 7QP
Ireland	the Republic of Ireland and Northern Ireland
Listing Rules	the rules and regulations made by the UK Listing Authority under Part VI of FSMA and contained in the UK Listing Authority's publication of the same name (as amended from time to time)
London Stock Exchange	London Stock Exchange plc
Long Stop Date	30 June 2013 (or such later date as Britvic and A.G. Barr may agree)
Merger	the acquisition of the entire issued and to be issued share capital of Britvic by A.G. Barr to be implemented by way of the Scheme or (should A.G. Barr so elect, subject to the consent of the Panel and Britvic's prior written consent) by way of a Merger Offer
Merger Offer	the implementation of the Merger by means of a takeover offer under section 974 of the Companies Act, rather than by means of the Scheme
New A.G. Barr Shares	the new A.G. Barr Shares to be issued to Britvic Shareholders pursuant to the Merger
New Britvic Shares	the new ordinary shares of 20 pence each in the capital of Britvic to be issued in accordance with Clause 1.2 of the Scheme
Nomura	Nomura International plc of 1 Angel Lane, London EC4R 3AB
Offer Period	the offer period commencing on 5 September 2012
Official List	the official list of the UK Listing Authority
OFT	the Office of Fair Trading of the United Kingdom (or any successor authority or authorities carrying out consumer credit regulatory and/or competition law and merger control enforcement functions in the United Kingdom from time to time)
Opening Position Disclosure	an announcement pursuant to Rule 8 of the Code containing details of certain persons' interests in relevant securities of a party to an offer
Overseas Shareholders	Britvic Shareholders who have a registered address in a jurisdiction outside the United Kingdom, or whom A.G. Barr reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom

Panel	the Panel on Takeovers and Mergers
Pepsi Group	PepsiCo Inc., a corporation organised under the laws of the State of North Carolina, with a registered business address of 700 Anderson Hill Road, Purchase, New York, or any wholly-owned (direct or indirect) subsidiary of such corporation
Preliminary Results	the preliminary unaudited consolidated financial results for Britvic for the 52 weeks ended 30 September 2012 published on 27 November 2012 and incorporated by reference into this document
Publicly Announced	specifically disclosed in any public announcement by Britvic to any Regulatory Information Service, including, but not limited to, the Q1 interim management statement dated 25 January 2012, the 2012 interim results dated 24 May 2012, the Q3 interim management statement dated 19 July 2012, the trading update dated 18 October 2012 and the Preliminary Results dated 27 November 2012
Reduction of Capital	the proposed reduction of Britvic's share capital under Chapter 10 of Part 17 of the Companies Act, pursuant to the Scheme
Registrars, Equiniti or Britvic's Registrars	Equiniti Limited (incorporated under the laws of England and Wales under the Companies Act 1985 with registered number 06226088), whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
Registrar of Companies	the Registrar of Companies in England and Wales
Regulatory Information Service	any of the services authorised from time to time by the FSA for the purposes of disseminating regulatory announcements
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Merger is sent or made available to Britvic Shareholders in that jurisdiction (in accordance with Rule 30.3 of the Code)
Rothschild	N.M. Rothschild & Sons Limited of New Court, St Swithin's Lane, London EC4N 8AL
Rubicon Acquisition	the acquisition of Groupe Rubicon Limited by A.G. Barr in August 2008
Rubicon Acquisition Agreement	the share purchase agreement dated 4 August 2008 between A.G. Barr and Diamonair Limited, Tsavolite Limited, Goshenite Limited, Zeolite Limited and others in relation to the Rubicon Acquisition
Scheme	the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Britvic and the Britvic Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Britvic and A.G. Barr, set out in Part III of this document
Scheme Record Time	6.00 p.m. on the Business Day immediately prior to the date of the Court Hearing
Scheme Shares	Britvic Shares:
	(i) in issue as at the date of this document;
	(ii) (if any) issued after the date of this document and prior to the Voting Record Time; and

	(iii) (if any) issued at or after the Voting Record Time and on or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme or, in respect of which the original or any subsequent holders thereof shall have agreed in writing to be bound by the Scheme
Shareholder Meetings	the Court Meeting and the General Meeting, and Shareholder Meeting means either one of them
Special Resolution	the special resolution to be proposed by Britvic at the General Meeting in connection with, among other things, the approval of the Scheme and confirmation of the Reduction of Capital, the alteration of Britvic's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Britvic Shares
Statement of Capital	the statement of capital (approved by the Court) showing, with respect to Britvic's share capital as altered by the Court Order, the information required by section 649 of the Companies Act
Third Party	a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction
UK Listing Authority	the FSA acting in its capacity as the competent authority for listing under FSMA
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States of America, United States, USA or US	the United States of America, its territories and possessions, any State of the United States and the District of Columbia
US Securities Act	the US Securities Act of 1933 and the rules and regulations promulgated thereunder (as amended)
Voting Record Time	6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date set for the adjourned Court Meeting
Wider A.G. Barr Group	A.G. Barr and its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which A.G. Barr and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent
Wider Britvic Group	Britvic and its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Britvic and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent
YELLOW Form of Proxy	the YELLOW form of proxy for use by Britvic Shareholders in relation to the General Meeting

PART IX

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT REGISTRAR NICHOLLS

No. 9053 of 2012

IN THE MATTER OF BRITVIC PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 3 December 2012 made in the above matters the Court has directed a meeting to be convened of the holders of the Scheme Shares (as defined in the scheme of arrangement hereinafter mentioned) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between Britvic plc (the "Company") and the holders of the Scheme Shares, and that such meeting shall be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on 8 January 2013 at 10.00 a.m., at which place and time all holders of the Scheme Shares are requested to attend.

A copy of the said scheme of arrangement and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares entitled to attend and vote at the meeting may vote in person at the said meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A BLUE form of proxy for use in connection with the meeting is enclosed with this notice.

Completion and return of the BLUE form of proxy shall not prevent a holder of Scheme Shares from attending and voting at the meeting or any adjournment thereof.

Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their shares. Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the BLUE form of proxy to allow holders of Scheme Shares to specify the number of shares in respect of which that proxy is appointed. Holders of Scheme Shares who return the BLUE form of proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their Scheme Shares.

Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA for further BLUE forms of proxy or photocopy the form of proxy as required. Such holders should also read the information regarding the appointment of multiple proxies set out on the BLUE form of proxy.

It is requested that BLUE forms of proxy, and any power of attorney or other authority under which they are executed, (or a duly certified copy of any such power of attorney) be lodged with the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time appointed for the meeting, but if forms are not so lodged, they may be handed to the Chairman or the Company's Registrars, Equiniti, at the start of the meeting.

Holders of Scheme Shares entitled to attend and vote at the meeting may appoint a proxy electronically by logging on to www.sharevote.co.uk and entering the Voting ID, Task ID and shareholder reference number shown on their form of proxy. Alternatively if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

Holders of Scheme Shares entitled to attend and vote at the meeting who hold their shares through CREST may appoint a proxy using the CREST electronic proxy appointment service.

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on the day which is two business days before the date of the meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time shall be disregarded.

By the said Order, the Court has appointed Gerald Michael Nolan Corbett or, failing him, Robert Ivell or, failing him, Joseph Benjamin Gordon to act as Chairman of the said meeting and has directed the Chairman to report the result thereof to the Court.

The said scheme of arrangement shall be subject to the subsequent sanction of the Court.

Dated 5 December 2012

LINKLATERS LLP One Silk Street London EC2Y 8HQ Solicitors for the Company

PART X

NOTICE OF GENERAL MEETING

Britvic plc (the "Company")

(Registered in England and Wales No. 5604923)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company shall be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on 8 January 2013 at 10.15 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this Notice forms part) has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution which shall be proposed as a special resolution:

SPECIAL RESOLUTION

THAT:

(1) for the purpose of giving effect to the scheme of arrangement dated 5 December 2012 between the Company and the holders of its Scheme Shares (as defined in the said scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and A.G. BARR p.l.c. ("A.G. Barr") and approved or imposed by the Court (the "Scheme"):
(a) the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
(b) the issued share capital of the Company be reduced by cancelling and extinguishing all the Scheme Shares (as defined in the Scheme);
(c) subject to and forthwith upon the reduction of capital referred to in paragraph (b) above taking effect and notwithstanding anything to the contrary in the articles of association of the Company:
- (i) the reserve arising in the books of account of the Company as a result of the said reduction of capital be capitalised and applied in paying up in full at par such number of new Ordinary Shares of 20 pence each as shall be equal to the aggregate number of Scheme Shares cancelled pursuant to paragraph (b) above, such Ordinary Shares to be allotted and issued credited as fully paid to A.G. Barr and/or its nominee(s); and
- (ii) the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the new Ordinary Shares referred to in paragraph (c)(i) above, provided that (1) the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the said new Ordinary Shares created pursuant to paragraph (c)(i) above, (2) this authority shall expire on the fifth anniversary of the date of this resolution, and (3) this authority shall be in addition and without prejudice to any other authority under the said section 551 previously granted and in force on the date on which this special resolution is passed; and
(2) with effect from the passing of this special resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 141:

"141 SCHEME OF ARRANGEMENT

(A) In this Article 141, the "Scheme" means the scheme of arrangement dated 5 December 2012 between the Company and the holders of its Scheme Shares (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and A.G. BARR p.l.c ("A.G. Barr") and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.
(B) Notwithstanding any other provision of these Articles, if the Company issues any Ordinary Shares (other than to A.G. Barr or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holders of such shares shall be bound by the Scheme accordingly.
(C) Subject to the Scheme becoming effective, if any Ordinary Shares are issued to any person (a "New Member") (other than under the Scheme or to A.G. Barr or its nominee(s)) on or after the Effective Date (the "Post-Scheme Shares"), they shall be immediately transferred to A.G. Barr (or as it may direct), provided that such transfer shall not take place on the Effective Date, in consideration of (subject as hereinafter provided) the allotment and issue or transfer to the New Member of such number of A.G. Barr Shares (the "Consideration Shares") as that New Member would have been entitled to had each Post-Scheme Share been a Scheme Share, provided that if, in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom A.G. Barr reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom the Company is advised that the allotment and/or issue or transfer of Consideration Shares pursuant to this Article would or may infringe the laws of such jurisdiction outside the United Kingdom or would or may require A.G. Barr to comply with any governmental or other consent or any registration, filing or other formality with which A.G. Barr is unable to comply or compliance with which A.G. Barr regards as unduly onerous, the Company may, in its sole discretion, determine that such Consideration Shares shall be sold, in which event the Company shall appoint a person to act pursuant to this Article and such person shall be authorised on behalf of such holder to procure that any shares in respect of which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold, and provided that any New Member may, prior to the issue of any Post-Scheme Shares to him or her pursuant to the exercise of an HM Revenue & Customs option under the Britvic Executive Share Option Plan (as governed by the rules adopted on 9 December 2005), give not less than five business days' written notice to the Company in such manner as the Directors shall prescribe of his or her intention to transfer some or all of such Post-Scheme Shares to his or her spouse or civil partner. Any such New Member may, if such notice has been validly given, on such Post-Scheme Shares being issued to him or her, immediately transfer to his or her spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares shall then be transferred from that spouse or civil partner to A.G. Barr (or as it may direct) pursuant to this Article as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to a New Member's spouse or civil partner takes place in accordance with this Article, references to "New Member" in this Article shall be taken as referring to the spouse or civil partner of the New Member. If notice has been validly given pursuant to this Article but the New Member does not immediately transfer to his or her spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such shares shall be transferred to A.G. Barr (or as it may direct) pursuant to this Article.
(D) The Consideration Shares allotted and issued or transferred to a New Member pursuant to paragraph (C) of this Article shall be credited as fully paid and shall rank pari passu in all respects with all other A.G. Barr Shares in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment) and shall be subject to the Articles of Association of A.G. Barr.
(E) The number of Consideration Shares to be allotted and issued or transferred to a New Member pursuant to paragraph (C) of this Article may be adjusted by the Directors, in such manner as the auditors of the Company may determine, on any reorganisation of or material alteration to the share capital of either the Company or A.G. Barr effected after the close of business on the Effective Date.
(F) No fraction of a Consideration Share shall be allotted or issued or transferred to a New Member pursuant to this Article, and the entitlement of each New Member who would otherwise have been entitled to a fraction of a Consideration Share shall be rounded down to the nearest whole number of Consideration Shares.
(G) To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney for the New Member to transfer the Post-Scheme Shares to A.G. Barr and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in A.G. Barr or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as A.G. Barr may direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of A.G. Barr) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by A.G. Barr. The attorney shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any

subsequent holder) in favour of A.G. Barr or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register A.G. Barr and/or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. A.G. Barr shall allot and issue or transfer the Consideration Shares to the New Member within five business days of the issue of the Post-Scheme Shares to the New Member.

(H) Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date"; and
(3) with effect from the passing of this special resolution:
(a) the articles of association of the Company be altered to include the rights attaching to a Deferred Share of 1 pence, by the adoption and inclusion of the following new Article 142:

"142 The Deferred Share of 1 pence shall have all the rights of an ordinary share, save that:

(i) the holder of the Deferred Share shall not be entitled to receive a dividend or other distribution or to have any other right to participate in the profits of the Company;
(ii) the holder of the Deferred Share shall have no right to attend or vote at any general meeting of the Company; and
(iii) on a return of capital or winding-up of the Company, the holder of the Deferred Share shall be entitled, subject to the payment to the holders of all other classes of shares of the amount paid up or credited as paid up on such shares, to repayment of the amount paid up or credited as paid up on the Deferred Share, but shall have no further or other right to participate in the assets of the Company.";
(b) the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the said Deferred Share provided that (1) this authority shall expire on the fifth anniversary of the date of this resolution and (2) this authority shall be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and
(c) pursuant to and during the period of the said authority the Directors be empowered to allot the said Deferred Share wholly for cash as if section 561(1) of the said Act did not apply to any such allotment.

By order of the Board

Clare Thomas Company Secretary Registered office Breakspear Park Breakspear Way Hemel Hempstead Hertfordshire HP2 4TZ England, United Kingdom

Notes

1. Pursuant to Part 13 of the Companies Act and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at 6.00 p.m. on 6 January 2013 (or, in the case of an adjourned meeting, at 6.00 p.m. on the day which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at that time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
1. If you wish to attend the General Meeting in person, please bring the accompanying admission card and present this to Britvic's Registrars, Equiniti, upon arrival. A member present in person or by proxy shall on a poll have one vote for every Britvic Share of which he is the holder.
1. A member who is entitled to attend, speak and vote at the General Meeting may appoint a proxy to attend, speak and vote instead of him. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A member wishing to exercise this right should read the information regarding the appointment of multiple proxies set out on pages 7 and 8 of the document of which this Notice forms part and contact Equiniti on 0871 384 2909 or on +44 121 415 0196 if telephoning from outside the UK. Calls to the 0871 384 2909 number will be charged at 8 pence per minute from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0196 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. A proxy need not be a member of the Company but must attend the General Meeting in order to represent you. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. Appointing a proxy will not prevent a

member from attending in person and voting at the General Meeting (although voting in person at the General Meeting will terminate the proxy appointment). A YELLOW Form of Proxy is enclosed. The notes to the YELLOW Form of Proxy include instructions on how to appoint the chairman of the General Meeting or another person as a proxy. You can only appoint a proxy using the procedures set out in these Notes and in the notes to the YELLOW Form of Proxy.

1. To be valid, a YELLOW Form of Proxy, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company's registrar, Equiniti of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10.15 a.m. on 6 January 2013 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).
1. As an alternative to completing and returning the YELLOW Form of Proxy, you may submit your proxy electronically not later than 48 hours before the time appointed for the meeting (or, as the case may be, any adjourned meeting) by visiting the website of the Company's registrar at www.sharevote.co.uk. For security purposes, members will need the Voting ID, Task ID and shareholder reference number shown on the YELLOW Form of Proxy. Alternatively if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. For further information, see the instructions printed on the YELLOW Form of Proxy.
1. Britvic Shareholders who hold Britvic Shares through CREST and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournments thereof by using the procedures described in the CREST Manual which is available at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by no later than 10.15 a.m. on 6 January 2013 (or, in the case of an adjournment, not later than 48 hours before the time appointed for the holding of the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors or voting service provider, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
1. You may not use any electronic address provided either in this Notice of General Meeting or in any related documents (including the document of which this Notice forms part and the YELLOW Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
1. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.
1. The following information is available at http://ir.britvic.com: (1) The matters set out in this Notice of General Meeting; (2) the total numbers of shares in the Company, and shares in each class, in respect of which members are entitled to exercise voting rights at the General Meeting; (3) the totals of the voting rights that members are entitled to exercise at the General Meeting, in respect of the shares of each class; and (4) members' statements, members' resolutions and members' matters of business received by the Company after the first date on which Notice of General Meeting was given.
1. If you are a person who has been nominated by a member to enjoy information rights in accordance with section 146 of the Companies Act, Notes 3 to 6 above do not apply to you (as the rights described in those Notes can only be exercised by members of the Company) but you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the General Meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
1. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 7 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provision of the Companies Act.
1. Members attending the General Meeting have the right to ask, and, subject to the provisions of the Companies Act, the Company must cause to be answered, any questions relating to the business being dealt with at the General Meeting.
1. As at 3 December 2012, the Company's issued share capital comprised 242,460,960 Ordinary Shares of 20 pence nominal value each. Each ordinary share carries the right to one vote at a general meeting of the Company. Accordingly, the total number of voting rights in the Company as at 3 December 2012 is 242,460,960.

APPENDIX

EMPLOYEE REPRESENTATIVES' OPINIONS ON THE EFFECTS OF THE MERGER ON EMPLOYMENT

Opinion of the Britvic Group Employee Forum (European Works Council) on the proposed "reverse merger" between AG Barr PLC and Britvic PLC

Rule 25.1 of The City Code on Takeovers and Mergers (the "Code") states:

The board of the offeree company must, normally within 14 days of the publication of the offer document, send a circular to the offeree company's shareholders and persons with information rights, in accordance with rule 30.1 and must, at the same time, make it readily available to its employee representatives or, where there are no employee representatives, to the employees themselves.

Rule 25.9 of the Code states:

The board of the offeree company must append to its circular a separate opinion from its employee representatives on the effects of the offer on employment, provided such opinion is received in good time before publication of that circular. Where the opinion of the employee representatives is not received in good time before publication of the offeree board circular, the offeree company must promptly publish the employee representatives' opinion on a website and announce via a RIS that it has been so published, provided that it is received no later than 14 days after the date on which the offer becomes or is declared wholly unconditional.

Rule 19.1 of the Code states:

Each document or advertisement published, or statement made, during the course of an offer must be prepared with the highest standards of care and accuracy and the information given must be adequately and fairly presented. This applies whether it is published by the party directly or by an adviser on its behalf.

The Britvic Group Employee Forum ("BGEF") is a European Works Council (EWC) set up in accordance with EU Directive 2009/38/EC and transposed into UK law under the Transnational Information and Consultation of Employees Regulations 1999 as amended ("TICE"). The BGEF is an appropriate employee representative body in accordance with Rule 25.9 of the Code and as such is entitled to give a written Opinion on the proposed merger. Britvic management met with the BGEF on Monday 19 November 2012 and provided to the BGEF the information it had circulated to shareholders in the offer documentation and invited the BGEF to if it so wished provide an opinion(s) on the effect of the offer on employment. In drafting this opinion the BGEF was assisted by Mr Vincent Toman, a Barrister and senior associate at Lewis Silkin LLP. Mr Toman is the Head of the Collective Employment Law Group at Lewis Silkin LLP.

The BGEF welcomes this opportunity to provide its opinion(s). Due to the Country specific issues raised during the BGEF's meeting on Wednesday 28 November 2012 it was agreed to provide a joint Opinion from the BGEF as well as three separate Country centric Opinions from the United Kingdom, Ireland and France.

The BGEF has, in reviewing the various documents provided to it, considered AG Barr PLC's and Britvic PLC's obligations to disclose information under Rule 19.1 of the Code. The BGEF has reviewed this information in light of the requirement that if a party to an offer makes a statement in any document, announcement or other information published in relation to an offer relating to any particular course of action it intends to take, or not take, after the end of the offer period, that party will be regarded as being committed to that course of action for a period of 12 months from the date on which the offer period ends, or such other period of time as is specified in the statement, unless there has been a material change of circumstances.

BGEF Joint Opinion

1. The BGEF as a body is unable to comment on the merits of the proposed merger due to the lack of detailed information relating to the proposed areas of saving envisaged by the merger. In particular the BGEF notes that at page 17 of the Recommend All-Share Merger document dated 14 November 2012 there is a reference to an "integration review" which will "build on the synergy work carried out to date". The BGEF and therefore the shareholders have not been provided with this information. If this had been provided the BGEF would have been in a position to comment upon the merits of the Merger. However, the BGEF recognise that both companies are operating in a tough and uncertain competitive environment.
1. The BGEF notes with concern the proposed loss of around 500 jobs, representing between 8% to 12% of the combined workforce following the merger. With the information available to the BGEF it is not in a position to comment whether such a loss of employment is avoidable. The BGEF will engage with the new incoming management team to ensure where possible all efforts are made to avoid job losses including working to increase growth within the new merged business.
1. The BGEF notes that the offer document refers in various places to "synergy savings", which are estimated in one place as amounting to up to £5 million a year, and in another place that these savings taking into account £35 million of synergy savings of the Combined Group will achieve savings of £40 million up until 2016. There is a separate note that in the first year AG Barr PLC estimates exceptional costs of around £40 million (page 14). No further information is given to support or explain these estimates or costs. The BGEF therefore does not have adequate information to comment on the estimates or their basis. The BGEF further notes there is a lack of explanation within the offer document as to how the savings are to be achieved, and a lack of reconciliation between the estimated costs and savings.
1. If and when the two companies do come together and if the new merged business proposes to implement any decisions which could result in possible collective redundancies or the sale of parts of the new merged business the BGEF expects to be fully informed and consulted in accordance with the requirements under TICE which will allow it to undertake a more in-depth assessment of the new business' proposals, if any, than is possible within the information restrictions imposed by the Code. The BGEF will during any information and consultation procedure endeavour to persuade the new business to cancel or reduce the job losses envisaged in the documentation provided. If such job losses are not avoidable the BGEF will work with local employee representative bodies to ensure any process is fair and complies with national laws.

United Kingdom Opinion

In addition to the BGEF Joint Opinion the UK employee representatives had the following Opinion:

1. The UK members recognise that there was inevitability that Britvic was vulnerable to a takeover and have cautious optimism about the proposed merger.
1. The feedback from UK employees is that there is significant anxiety amongst the workforce on a personal level about how the merger will impact upon them and that the documentation disclosed does not alleviate those concerns.
1. The BGEF expects to be fully informed on any proposals which may affect employees' pensions, terms and conditions, possible redundancies and any sale of parts of the new merged business under the Transfer of Undertakings (Protection of Employment) Regulations 2006.

Irish Employee Representatives' Opinion

1. They welcome and embrace the entity in extending the advantages Ireland has within the group such as those associated with BWB. They also welcome the possible innovations that may be introduced to ensure that the current difficulties with its distribution procedures are resolved, and look forward to the possible expansion of the R&D area of the business.
1. That the proposed merger is another restructuring of the Irish business and should not be allowed to add to the continuing loss of identity, and possible loss of volumes of product throughput. There is concern and Ireland needs to be viewed as a distinct market with unique challenges and should not simply be seen as an extension of a new UK centric business.
1. Like the UK employee representatives they expect to be fully informed and consulted with on any proposals affecting the Irish business.
1. There is real concern that the levels of funding achieved in respect of the Irish Pension Scheme may be reversed by the proposed merger.

Avis des représentants du personnel français sur le projet de fusion d'AG BARR et de BRITVIC

Les représentants du personnel marquent leur désaccord à la fusion en raison de :

1. Un risque important sur l'emploi, il est annoncé une réduction de la masse salariale de 8 à 12% alors que les deux groupes présentaient des performances correctes jusqu'en 2011,
1. Cette réduction va se traduire par des licenciements dans un environnement social difficile sur l'ensemble des zones sur lesquelles sont présents les deux groupes,
1. Une inquiétude quant à l'avenir des sites industriels, le dimensionnement des fonctions commerciales et des fonctions support actuelles des groupes, et sur l'impact sur les activités en France,
1. Les organisations seront fortement perturbées et davantage mobilisées par les restructurations internes que par la défense des positions sur des marchés de plus en plus concurrentiels,
1. S'il a été indiqué que les gammes sont complémentaires, des tris de portefeuille seront nécessairement réalisés, face à des moyens différenciés voire limités qui seront consacrés à certaines des marques du portefeuille,
1. Les informations présentées par les deux groupes ne parlent que d'économies et de synergies, et peu d'investissements et de projets de développement.

Ils seront également très vigilants quant aux différentes phases de cette fusion et du calendrier d'intégration qui sera mis en œuvre et demanderont également des présentations précises sur les projets et les axes de développement de ce nouvel ensemble.

Monsieur Didier Creton – société Teisseire

Monsieur Jean-Marc Mora – société Teisseire

Monsieur Stéphane Lagneau – société Fruité

Unofficial Translation to English

Opinion of Employee Representatives of the French Business Unit on the proposed merger between AG BARR and BRITVIC.

The Employee Representatives wish to express their disagreement with the merger due to the following aspects:

1. A significant threat to employment: a headcount reduction of 8 to 12 % has been announced although the two companies had been recording satisfactory performances up until 2011.
1. This reduction will result in redundancies in a difficult social environment in all the areas in which the two companies operate.
1. Concerns surrounding the future of the industrial sites, the downsizing of the current commercial and support functions of the companies and the impact on their activities in France.
1. The organisations will be significantly disrupted and involved more with internal restructuring than with defending their positions in increasingly competitive markets.
1. Although it has been stated that the brand portfolios are complementary, portfolios will inevitably be reassessed with differentiated or even limited resources dedicated to certain brands in the portfolio.
1. The information presented by the two companies refers solely to cost savings and synergies and little is said about investments and development projects.

Furthermore, they will be extremely attentive to the different phases of this merger and to the integration timetable to be implemented and will request specific presentations on the projects and the development priorities set out by this new Group.

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Printed by RR Donnelley 421964

AI assistant

Britvic PLC — M&A Activity 2012

4843_rns_2012-12-05_ee064387-e57a-436f-8e7d-04925083c8ac.pdf

Recommended All-Share Merger

of

BRITVIC PLC

and

A.G. BARR P.L.C.

Important Notices

Overseas Shareholders

US investors

Forward-looking statements

Dealing disclosure requirements

Publication and availability of this document

Electronic communications

TABLE OF CONTENTS

ACTION TO BE TAKEN

Voting at the Shareholder Meetings

The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Court Meeting, the General Meeting or any adjournment thereof, if you so wish and are so entitled.

Multiple proxy voting instructions

Britvic Shareholders holding shares through CREST

Shareholder Helpline

0871 384 2909

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART I

LETTER FROM THE CHAIRMAN OF BRITVIC PLC

RECOMMENDED ALL-SHARE MERGER OF BRITVIC PLC AND A.G. BARR P.L.C.

1 Introduction

2 Summary of the terms of the Scheme

For each Britvic Share 0.816 New A.G. Barr Shares

3 Background to and reasons for recommending the Merger

Attractive portfolio of strong and differentiated brands provides platform for growth

Complementary channel and geographic presence

Financial strength

4 Strategy of the Combined Group

5 Synergies and integration

6 Management, employees and locations of business

7 Irrevocable undertakings

8 Britvic Share Schemes

9 Britvic ADSs

10 Taxation

11 US and other Overseas Shareholders

12 Shareholder Meetings

13 Action to be taken

14 Further information

15 Recommendation

PART II

EXPLANATORY STATEMENT

RECOMMENDED ALL-SHARE MERGER OF BRITVIC PLC AND A.G. BARR P.L.C.

1 Introduction

2 Summary of the terms of the Merger

For each Britvic Share 0.816 New A.G. Barr Shares

3 Irrevocable Undertakings

4 Information relating to Britvic

Current trading

5 Information relating to A.G. Barr

Current trading

6 New A.G. Barr Shares

7 Dividends and dividend policy

A.G. Barr

Britvic

Dividend policy

8 Accounting considerations

9 Financial effects of the Merger

10 The Britvic Directors and the effect of the Scheme on their interests

11 Description of the Scheme and the Shareholder Meetings

11.1 The Scheme

11.2 The Shareholder Meetings

11.2.1 Court Meeting

11.2.2 The General Meeting

Amendments to the Britvic Articles

11.2.3 Entitlement to vote at the Shareholder Meetings

If you propose to attend the Shareholder Meetings, please detach and bring with you the attendance slip to assist your admission.

11.3 Sanction of the Scheme by the Court

11.4 Modifications to the Scheme

12 Conditions to the Merger

13 Antitrust approval

14 A.G. Barr shareholder approval

15 Cancellation of listing of Britvic Shares and re-registration

16 Settlement

Britvic PLC M&A Activity 2012