Britvic PLC — Proxy Solicitation & Information Statement 2011

Nov 29, 2011

BRITVIC plc

(Incorporated and registered in England and Wales under number 5604923)

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to any action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountantor other independent financial advisor authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Britvic plc, please send this document, together with the accompanying Form of Proxy and Attendance Card, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

29 November 2011

Dear Shareholder

Annual General Meeting 2012

To the holders of ordinary shares in Britvic plc (the 'company')

The Annual General Meeting ('AGM') of the company is to be held on Wednesday, 25 January 2012 at 11.00am at Nomura, One Angel Lane, London EC4R 3AB. As you will see from the Notice of Meeting which follows this letter, there are a number of items of business to be considered and I am writing to you to explain their purpose.

Resolutions 1 to 14 are ordinary resolutions and will be passed if more than 50 per cent of votes cast are in favour.

Resolution 1

To receive and adopt the company's accounts and the reports of the directors and auditors for the 52 weeks ended 2 October 2011 ('Report and Accounts'). Shareholders will have the opportunity to put any questions to the directors before the resolution is proposed to the meeting.

Resolution 2

To approve a final dividend of 12.6 pence per share to be paid to the holders of ordinary shares on the Register of Members of the company at the close of business on 9 December 2011.

Subject to confirmation by shareholders at the AGM, the dividend will be paid on 10 February 2012.

Resolution 3

To re-elect Joanne Averiss as a director of the company.

Resolution 4

To re-elect Gerald Corbett as a director of the company.

Resolution 5

To re-elect John Gibney as a director of the company.

Resolution 6

To re-elect Ben Gordon as a director of the company.

Resolution 7

To re-elect Bob Ivell as a director of the company.

Resolution 8

To re-elect Paul Moody as a director of the company.

Britvic plc

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Britvic plc

Resolution 9

To re-elect Michael Shallow as a director of the company.

Biographical details of all the directors seeking re-election can be found on page 35 of the Report and Accounts and in the Appendix to this document.

Resolutions 10 and 11

To re-appoint Ernst & Young LLP as auditors of the company and to authorise the directors to fix their remuneration.

Resolution 12

In accordance with Section 439 of the Companies Act 2006, the board submits the Directors' Remuneration Report for the 52 weeks ended 2 October 2011 to a vote of the shareholders. Shareholders should note that this vote is advisory only.

Resolution 13 – Political donations

It remains the policy of the company not to make political donations or incur political expenditure as those expressions are normally understood. However, the directors consider that it is in the best interests of shareholders for the company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Companies Act 2006, which defines political donations and expenditure widely, the directors are seeking shareholders' authority for the company and its subsidiaries to make political donations and to incur political expenditure during the period from the date of the AGM to the conclusion of next year's AGM or 24 March 2013, whichever is earlier, up to a maximum aggregate amount of £50,000.

Resolutions 14 – Authority to allot shares

The purpose of Resolution 14 is to renew the directors' power to allot shares.

The authority in paragraph (a) will allow the directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £16,000,000, which is equivalent to approximately 33% of the total issued ordinary share capital of the company, exclusive of treasury shares, as at 29 November 2011.

The authority in paragraph (b) will allow the directors to allot new shares and other relevant securities only in connection with a rights issue up to a further nominal value of £16,000,000, which is equivalent to the balance between the total authorised share capital less the sum of the total issued share capital at 29 November 2011 and the number of shares over which authority is sought in paragraph (a). This is in line with corporate governance guidelines.

At 29 November 2011, the company did not hold any shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with executive or employee share schemes. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. If the resolution is passed the authority will expire on the earlier of 24 March 2013 and the end of the annual general meeting in 2013.

Resolutions 15, 16 and 17 are special resolutions and will be passed if at least 75% of the votes cast are in favour.

Resolution 15

If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an executive or employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.

The purpose of paragraph (a) of Resolution 15 is to authorise the directors to allot new shares pursuant to the authority given by paragraph (a) of Resolution 14, or sell treasury shares, for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of £2,414,000, equivalent to five per cent of the total issued ordinary share capital of the company as at 29 November 2011 in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The purpose of paragraph (b) of Resolution 15 is to authorise the directors to allot new shares pursuant to the authority given by paragraph (b) of Resolution 14, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.

The board considers the authority in Resolution 15 to be appropriate in order to allow the company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.

The board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the company within a rolling three-year period without prior consultation with shareholders.

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Britvic plc 3

Resolution 16 – Authority to purchase own shares

Resolution 16 will be proposed as a special resolution to give the company the authority to purchase its own issued ordinary shares of 20 pence each at a price of not less than 20 pence per ordinary share and not more than (i) 5% above the average closing price of the company's ordinary shares for the five business days on the London Stock Exchange prior to the date of purchase and (ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange.

This authority is sought in respect of up to 10% of the company's current issued ordinary share capital and will expire at the conclusion of the next AGM of the company to be held in 2013, or 24 March 2013, whichever is the earlier. Purchases will only be made if the board believes that they would be in the best long-term interest of shareholders, increasing both earnings per share and total shareholder value. Whilst the directors currently have no intention to exercise this authority, they wish to retain the flexibility provided by Resolution 16. Any ordinary shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled or sold for cash.

As at 29 November 2011 there were 8,283,368 options over ordinary shares in the capital of the company which represent 3.4% of the company's issued ordinary share capital at that date. If the authority to purchase the company's ordinary shares was exercised in full, these options would represent 3.8% of the company's issued ordinary share capital.

Resolution 17 – Notice period for general meetings

Resolution 17 will be proposed as a special resolution to approve the holding of general meetings, other than AGMs, on 14 days' notice. Although the company's Articles of Association currently permit this, regulations came into force on 3 August 2009 implementing the Shareholder Rights Directive in the UK, which require the passing of an annual shareholder special resolution to authorise such notice. Without the passing of Resolution 17, the minimum notice period under the regulations, as currently drafted, would be 21 days.

Action required

Following this letter is a Notice of Meeting including resolutions relating to the matters discussed above (the 'Resolutions'), together with a Form of Proxy and an Attendance Card. You are requested to complete, sign and return the Form of Proxy whether or not you intend to be present at the AGM as soon as possible and, in any event, so as to reach the company's Registrar by 11.00am on 23 January 2012. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Recommendation

Your directors consider the above proposals to be in the best interests of the company and its shareholders and recommend shareholders vote in favour of the Resolutions to be proposed at the AGM.

The directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings.

Yours faithfully

Gerald Corbett
Chairman

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Notice Of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Britvic plc will be held at Nomura, One Angel Lane, London EC4R 3AB on Wednesday, 25 January 2012 at 11.00am to consider the following:

1. THAT the company's accounts and the reports of the directors and auditors for the 52 weeks ended 2 October 2011 be received and adopted.
2. THAT a final dividend of 12.6 pence per share be declared.
3. THAT Joanne Averiss, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
4. THAT Gerald Corbett, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
5. THAT John Gibney, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
6. THAT Ben Gordon, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
7. THAT Bob Ivell, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
8. THAT Paul Moody, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
9. THAT Michael Shallow, who retires by rotation in accordance with the company's Articles of Association, be re-elected as a director of the company.
10. THAT Ernst & Young LLP be re-appointed as auditors of the company, to hold office until the conclusion of the next general meeting at which accounts are laid before the company.
11. THAT the directors be authorised to fix the remuneration of the company's auditors.
12. THAT the directors' Remuneration Report for the 52 weeks ended 2 October 2011 be approved.
13. THAT the company and those companies which are subsidiaries of the company at any time during the period for which this resolution has effect be authorised for the purposes of part 14 of the Companies Act 2006 (the '2006 Act'), during the period from the date of the passing of this resolution and expiring at the conclusion of the company's AGM in 2013 or 24 March 2013, whichever is earlier (both dates inclusive):
    (i) to make political donations to political parties, and / or independent election candidates;
    (ii) to make political donations to political organisations other than political parties; and
    (iii) to incur political expenditure,
    up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (i) to (iii) shall be limited to £25,000;
    all existing authorisations and approvals relating to political donations or expenditure under part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.
14. THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the 2006 Act in substitution for any existing power to exercise all the powers of the company to allot shares or grant rights to subscribe for or to convert any security into shares:
    (a) up to an aggregate nominal amount of £16,000,000; and
    (b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to a further nominal amount of £16,000,000 in connection with an offer by way of rights issue,
    and such authority shall expire at the conclusion of the next AGM of the company or 24 March 2013, whichever is the earlier (both dates inclusive), but so that this authority shall allow the company to make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this resolution, 'rights issue' means an offer to:
(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,
to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

Britvic plc

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Britvic plc 5

Special resolutions:

1. THAT subject to the passing of Resolution 14 above, the directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:

(a) pursuant to the authority given by paragraph (a) of Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case:

(i) in connection with a pre-emptive offer; and

(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £2,414,000; and

(b) pursuant to the authority given by paragraph (b) of Resolution 14 above in connection with a rights issue,

as if Section 561(1) of the 2006 Act did not apply to any such allotment such power to expire at the end of the next AGM or on 24 March 2013, whichever is the earlier (both dates inclusive) but so that the company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this Resolution:

(a) 'rights issue' has the same meaning as in Resolution 14 above;

(b) 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the directors to holders (other than the company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(c) references to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the company, the nominal amount of such shares which may be allotted pursuant to such rights.

1. THAT the company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of ordinary shares of 20 pence each in the capital of the company ('ordinary shares') in such manner and upon such terms as the Directors of the company may determine, provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 24,140,005;

(b) the minimum price (exclusive of expenses) which may be paid for any ordinary share is an amount equal to 20 pence;

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 5 per cent. above the average closing price of such ordinary shares for the five business days on the London Stock Exchange prior to the date of purchase; and (ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading Systems (SETS); and

(d) this authority shall take effect on the date of the passing of this Resolution and unless previously revoked, renewed or varied, shall expire on 24 March 2013, or at the conclusion of the next AGM of the company held after the passing of this Resolution, whichever is the earlier (both dates inclusive), but so that this authority shall allow the company to purchase ordinary shares after such expiry under any agreement made before the expiry of such authority, as if the authority hereby conferred had not expired.

1. THAT the company be and is hereby generally and unconditionally authorised to hold general meetings (other than AGMs) on 14 days' notice from the date of the passing of this resolution and expiring at the conclusion of the next AGM of the company or 24 March 2013, whichever is the earlier.

By order of the board

Emma Thomas
Company Secretary
Britvic plc

Registered Office:
Britvic House,
Broomfield Road,
Chelmsford,
Essex, CM1 1TU
29 November 2011

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6 Britvic plc

Notes to the Notice of Annual General Meeting

1. Copies of Annual Report and Directors' Remuneration Report

The statutory Reports and Accounts for Britvic plc for 2011 are called the 2011 Annual Report. The 2011 Directors' Remuneration Report is contained in the 2011 Annual Report. The first and twelfth items of business at the AGM relate to the approval of the statutory Reports and Accounts for 2011 and the 2011 Directors' Remuneration Report. Shareholders who have not elected to receive the statutory Reports and Accounts for 2011 may obtain copies by writing to the Company Secretary, Britvic plc, Britvic House, Broomfield Road, Chelmsford, Essex CM1 1TU (e-mail: company.secretariat@britvic.co.uk). Shareholders who wish to receive the printed statutory Reports and Accounts (free of charge) in future years should write to the company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, quoting reference 2956.

2. Entitlement to attend and vote and to appoint proxies

Registered holders of fully paid shares or their duly appointed representatives are entitled to attend and vote at the AGM (the 'Meeting'). To be entitled to attend and vote in respect of the number of shares registered in their name, shareholders must be entered on the Register of Members of the company as at 6.00pm on 23 January 2012, or, if this Meeting is adjourned, on the Register of Members at 6.00 pm two days prior to the date of any adjourned meeting. Changes to entries on the Register of Members after 6.00pm on 23 January 2012, or, if this Meeting is adjourned, changes to entries on the Register of Members after 6.00pm two days prior to the date of any adjourned meeting, will be disregarded in determining the rights of any person to attend or vote at the Meeting.

A registered shareholder entitled to vote at the Meeting is entitled to appoint a proxy or proxies (who need not be a member of the company) to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the company in accordance with Section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

If you are such a Nominated Person, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.

A proxy may be appointed by any of the following methods:

• Completing and returning the enclosed Form of Proxy;
• Electronic proxy appointment by logging onto the Registrars', Equiniti, website www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with the Registrars' on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and clicking on the link to vote under your Britvic Plc details. Instructions are given on the website;

or

• If you are a member of CREST, by using the CREST electronic appointment service.

Important: In any case your instructions or Form of Proxy must be received by the Company's Registrars no later than 11.00am on 23 January 2012.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedure described in the CREST Manual (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(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 using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited'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 instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (RA19) by 11.00am on 23 January 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instruction to proxies appointed through CREST should be communicated to the appointee through other means.

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CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & Ireland Limited 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 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 providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.

Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Issued share capital

As at 29 November 2011 the company's issued share capital consisted of 241,400,052 ordinary shares, carrying one vote each. Therefore, the total number of exercisable voting rights in the company as at 29 November 2011 is 241,400,052.

Shareholders should also note that it is possible that, pursuant to requests made under section 527 of the Companies Act 2006, the company may be required to publish on a website a statement setting out any matter relating to the audit of the company's Report and Accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM. The company may not require the shareholders requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the company is required to place a statement under section 527 of the Companies Act 2006, it must forward the statement to the company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the company has been required under section 527 of the Companies Act 2006 to publish on a website.

Any member attending the meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

A copy of this Notice and other information required by section 311A of the Companies Act 2006, can be found at www.britvic.com. You may not use any electronic address provided either in this Notice or any related documents (including the Form of Proxy) to communicate with the company for any purpose other than those expressly stated.

3. Documents available for inspection

Copies of the following documents will be available for inspection at the registered office of the company during normal business hours, Monday to Friday (public holidays excepted), from the date of this Notice, and at the place of the Meeting for 15 minutes prior to and during the Meeting until its conclusion:

(a) copies of the service contracts between the company and the Executive Directors; and
(b) copies of letters of appointment between the company and the Non-Executive Directors.

Britvic plc

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8 Britvic plc

Appendix 1

Biographies of Directors seeking re-election

Joanne Averiss

Non-Executive Director

Joanne Averiss was appointed a Non-Executive Director on 18 November 2005 and is the PepsiCo Nominee Director. Joanne has been a member of the PepsiCo legal department since 1990, holding a series of positions in the UK and the US and most recently acting as the Head of Legal (UK and Europe) for PepsiCo International's food and snack beverages division. She is also a Trustee and Chair of the Mesen Educational Trust.

Gerald Corbett

Non-Executive Chairman

Gerald Corbett has been Non-Executive Chairman of the company since 24 November 2005. He chairs the Nomination Committee and is a member of the Remuneration Committee. Gerald is also Chairman of Moneysupermarket.com Group plc and of the Royal National Institute of the Deaf; Non-Executive Director of Numis Corporation plc and of Towry Holdings Limited. He was a Non-Executive Director of Greencore Group plc from 2004 until February 2010, the Chairman of SSL International plc from 2005 until October 2010 and of the Woolworths Group plc from 2001 to 2007, Chief Executive of Railtrack plc from 1997 to 2000, Group Finance Director of Grand Metropolitan plc from 1994 to 1997 and was Group Finance Director of Redland plc between 1987 and 1994. He was a Non-Executive Director of the property group MEPC plc from 1995 to 1998 and Burmah Castrol plc from 1998 to 2000 and the High Sheriff of Hertfordshire between April 2010-11.

John Gibney

Group Finance Director

John Gibney was appointed Finance Director in 1999 and is responsible for finance, IT, legal, estates, risk management and business transformation. Prior to joining Britvic, he was Senior Corporate Finance & Planning Manager for Bass PLC, and prior to that role, Finance Director and subsequently Deputy Managing Director of Gala Clubs.

Ben Gordon

Independent Non-Executive Director

Ben Gordon was appointed a Non-Executive Director on 15 April 2008 and is a member of the Britvic Audit, Nomination and Remuneration Committees. He was formerly the Chief Executive of Mothercare plc and Senior Vice President and Managing Director, Disney Store, Europe and Asia Pacific. Ben has also held senior management positions with WHSmith group in the UK and the USA, and L'Oreal S.A. in France and in the UK. Ben has an MBA from INSEAD.

Bob Ivell

Senior Independent (Non-Executive) Director

Bob Ivell was appointed a Non-Executive Director on 24 November 2005 and is the company's Senior Independent Director. He chairs the Remuneration Committee and is a member of the Audit and Nomination Committees. Bob is currently the Chairman of David Lloyd Leisure and the Executive Chairman of Mitchells and Butler plc. During the 1980s Bob was the Managing Director of Beefeater. He was also on the board of Scottish & Newcastle plc as Chairman of the Retail Division between 1999 and 2004 and was Executive Chairman of Regent Inns PLC between 2004 and 2008.

Paul Moody

Chief Executive

Paul Moody became Chief Executive upon the company's flotation in December 2005 and is responsible for the day-to-day running of the business. Prior to that he had held a number of senior roles including Managing Director and Chief Operating Officer. He joined Britvic in 1996 as Director of Sales for grocery multiples (supermarkets) having previously worked for Golden Wonder and Pedigree Pet Foods. Paul is also currently a Non-Executive Director of Johnson Service Group PLC, Chairman of business4Life, and Immediate Past President and a Director of The British Soft Drinks Association Limited.

Michael Shallow

Independent Non-Executive Director

Michael Shallow was appointed a Non-Executive Director on 24 November 2005 and chairs the Audit Committee. He is also a member of the Nomination and Remuneration Committees. In addition, Michael is a Non-Executive Director of Domino's Pizza UK & IRL plc and served as Non-Executive Director of Spice plc from 2006 until its acquisition by Cinven in December 2010. Michael was Finance Director of Greene King plc from 1991 to 2005 and, prior to that was an associate partner with Accenture.