Britvic PLC — Proxy Solicitation & Information Statement 2023

Dec 5, 2023

BRITVIC

ATTENDANCE FORM

The Annual General Meeting (AGM or the Meeting) of Britvic plc (the Company) will be held at 11.00am on Thursday 25 January 2024 at the offices of Linklaters LLP (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 reports before voting.

The AGM Notice can be accessed at britvic.com/agm and the 2023 Annual Report at britvic.com/annualreport.

Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 20 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 Proxy Voting Form electronically via the internet, go to 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. Alternatively, you can register for an online share account at shareview.co.uk.

☑ If you prefer to return the Proxy Voting Form 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. We encourage you to post early to allow time for delivery.

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

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform – please go to www.proxymity.io.

All votes must be received no later than 11.00am on Tuesday 23 January 2024.

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Britvic plc AGM Proxy Voting Form

2024 Annual General Meeting of Britvic plc (AGM or the Meeting) to be held at 11.00am on Thursday 25 January 2024

I/We HEREBY APPOINT the Chair 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 Thursday 25 January 2024 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.

☐ Shareholder Reference Number
☐ Voting ID
☐ Task ID

Resolutions:

1. Receive the Annual Report for the year ended 30 September 2023
2. Declare a final dividend of 22.6p per share
3. Consider and approve the Directors' remuneration report for the year ended 30 September 2023
4. Election of Ian Durant as a Director
5. Election of Rebecca Napier 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 Emer Finnan as a Director
9. Re-election of Hounalda Lasry as a Director
10. Re-election of Simon Litherland as a Director

For	Against	Withheld
11. Re-election of Euan Sutherland as a Director	☐	☐
12. Reappointment of Deloitte LLP as auditor	☐	☐
13. Authority to Audit Committee to fix the remuneration of the auditor	☐	☐
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 specified capital investment	☐	☐
18. Authority to Company to purchase its own shares	☐	☐
19. Adopt revised articles of association	☐	☐
20. Authority to hold general meetings (other than AGMs) on 14 clear days' notice	☐	☐

☐ For
☐ Against
☐ Withheld

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 they see 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 AGM 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 AGM. Shareholders wishing to bring a guest must make a request to the Company in advance by contacting British's Registrar on +44 (0)371 384 2550.

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 has 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 (a) proxy(ies), who need not be (a) member(s), 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 Voting 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, (an) additional Proxy Voting Form(s) may be obtained by contacting the Registrar's helpline on +44 (0)371 384 2550* 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 Voting Form should be initialled by you.

3. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please insert their name and delete 'the Chair of the Meeting or'. If you leave this space blank, the Chair of the Meeting will be appointed your proxy. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Where you appoint as your proxy someone other than the Chair, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chair and give them the relevant instructions directly.

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 their discretion as to how they vote or whether they abstain 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 Voting 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 Voting Form, this will not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so. If you have appointed a proxy and attend the Meeting in person and vote, your proxy appointment will automatically be terminated. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change or revoke your proxy appointment, see the notes to the Notice of Meeting.

7. If the Proxy Voting 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 Voting Form. A corporation must seal the Proxy Voting 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 Voting 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, the Proxy Voting Form must reach the Company's Registrar, Equiniti, by no later than 11.00am on Tuesday 23 January 2024.

10. Lines are open Monday to Friday 8.30am to 5.30pm (excluding public holidays in England and Wales). For deaf and speech impaired customers, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information.