Britvic PLC — Proxy Solicitation & Information Statement 2019

Dec 10, 2019

BRITVIC plc

ATTENDANCE FORM

The Annual General Meeting (the "Meeting") of Britvic plc (the "Company") will be held at 11.00am on Friday, 31 January 2020 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (please see map overleaf). If you wish to attend, please bring the top portion of this form with you to show as evidence of your right to be admitted.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This document is formal notification to you that company reports are now available online. The reports available online contain the information you need for a full understanding of the proposals to be put to the Meeting. Shareholders should review the documents before voting or attending the Meeting. The AGM notice can be accessed at www.britvic.com/agm and the 2019 Annual Report at www.britvic.com/annualreport

Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 19 will be proposed as special resolutions. The Board considers that all the proposed resolutions are in the best interests of the Company and its shareholders as a whole and recommend that you vote 'FOR' all the resolutions.

How to vote

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

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

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

All votes must be received no later than 11.00am on Wednesday, 29 January 2020.

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Britvic plc AGM Proxy Form

2020 Annual General Meeting of Britvic plc (the "AGM" or the "Meeting") to be held at 11.00am on Friday, 31 January 2020

Voting ID

Task ID

Shareholder Reference Number

I/We HEREBY APPOINT the Chairman of the Meeting or

to be my/our proxy to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Meeting to be held at 11.00am on Friday, 31 January 2020 and at any adjournment thereof. I/we request my/our proxy to vote in the manner indicated below:

☐ Please tick here if this proxy appointment is one of multiple appointments being made.

• For the appointment of more than one proxy, please refer to explanatory Note 2.

RESOLUTIONS:	FOR	AGAINST	WITHHELD
1 Receive the Annual Report for 52 weeks ended 29 September 2019	☐	☐	☐
2 Declare a final dividend of 21.7p per share	☐	☐	☐
3 Consider and approve the directors' remuneration report for 52 weeks ended 29 September 2019	☐	☐	☐
4 Re-election of John Daly as a director	☐	☐	☐
5 Re-election of Suniti Chauhan as a director	☐	☐	☐
6 Re-election of Sue Clark as a director	☐	☐	☐
7 Re-election of William Eccleshare as a director	☐	☐	☐
8 Re-election of Simon Litherland as a director	☐	☐	☐
9 Re-election of Ian McHoul as a director	☐	☐	☐
10 Re-election of Euan Sutherland as a director	☐	☐	☐
RESOLUTIONS:	FOR	AGAINST	WITHHELD
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11 Election of Joanne Wilson as a director	☐	☐	☐
12 Re-appointment of Ernst & Young LLP as auditors	☐	☐	☐
13 Authority to Audit Committee to fix the remuneration of the auditors	☐	☐	☐
14 Authority to make political donations and incur political expenditure	☐	☐	☐
15 Authority to directors to allot shares	☐	☐	☐
16 Authority to directors to issue shares for cash	☐	☐	☐
17 Authority to issue shares for cash in relation to an acquisition or other capital investment	☐	☐	☐
18 Authority to Company to purchase own shares	☐	☐	☐
19 Authority to hold general meetings (other than AGMs) on 14 clear days' notice	☐	☐	☐

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

Date

Signature

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

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Getting to the AGM

The map below shows the location of Linklaters LLP, One Silk Street, London EC2Y 8HQ, where the Meeting will be held. The Meeting is a private meeting of shareholders and their representatives. Only shareholders, properly appointed proxies, corporate representatives and invited company guests are permitted to attend the Meeting. Shareholders wishing to bring a guest must make a request to the Company in advance by contacting the Company's Registrar, Equiniti, on 0371 384 2550* (overseas +44 121 415 7019).

Transport

By Tube – Linklaters' offices are located in central London, within easy walking distance of the underground stations Moorgate (4 minutes), Barbican (5 minutes) and St. Paul's (8 minutes).

By Rail – Moorgate railway station is the nearest mainline train station (3 minutes) and Liverpool Street and Old Street railway stations (8 minutes) are easily accessible.

By Car – There is a public car park in the immediate vicinity, located at The Barbican Centre (2 minutes).

Disabled Access – Linklaters' offices are accessible to wheelchair users, with the entire building being wheelchair friendly. Blue badge parking directly outside of the building is not available but Linklaters have five bookable parking spaces underneath the building with assistance on arrival for wheelchair users. Please contact Linklaters on 020 7456 2000 for further information and booking. For the hard of hearing, there are induction loops with signage at the main reception.

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Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint one or more proxies, who need not be members, to attend, speak and vote on their behalf. If you wish to restrict the rights of your proxies, please cross out either the words "speak" or "vote" as you feel appropriate where indicated by an asterisk. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Registrars' helpline on 0371 384 2550* (UK caller) or +44 (0)121 415 7019 (non-UK caller), or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Any alterations to a proxy form should be initialled by you.

3. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please insert his/her name and delete 'the Chairman of the Meeting or'.

4. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the Meeting.

5. The 'Withheld' option on the proxy form is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

6. If you complete and return the proxy form, this will not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so.

7. If the proxy form is signed by someone else on your behalf, their authority to sign, such as a power of attorney, must be returned with the proxy form. A corporation must seal the proxy form or have it signed by an officer or attorney or other person authorised to sign whose capacity should be stated in accordance with Section 44 of the Companies Act 2006.

8. In the case of joint holders, only one holder need sign this proxy form, but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

9. To be valid, voting instructions must reach the Company's Registrar, Equiniti, by no later than 11.00 am on Wednesday, 29 January 2020.

10. For those with hearing difficulties, a text phone is available on 0371 384 2255 for UK callers with compatible equipment.