C&C Group Plc — Capital/Financing Update 2021

May 26, 2021

THIS PROSPECTUS AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, (being, if you are resident in the United Kingdom, an adviser who is duly authorised under the Financial Services and Markets Act 2000 (the "FSMA"), or if you are resident in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended), or if you are resident in a territory outside of the United Kingdom or Ireland, another appropriately authorised independent financial adviser).

This document comprises a prospectus (the "Prospectus") relating to C&C Group plc (the "Company") in connection with the 6 for 23 rights issue of 81,287,315 New Ordinary Shares at 186 pence per New Ordinary Share to raise gross proceeds of approximately £151 million. This Prospectus has been prepared in accordance with the Prospectus Regulation Rules of the United Kingdom Financial Conduct Authority (the "FCA") made under section 73A of the FSMA (the "Prospectus Regulation Rules"). This Prospectus also comprises a prospectus for the purposes of Article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") and has been prepared in accordance with Chapter 1 of Part 23 of the Companies Act 2014 of Ireland (as amended), the European Union (Prospectus) Regulations 2019 of Ireland (the "Irish Prospectus Regulations"), Part 4 of the Central Bank (Investment Market Conduct) Rules 2019, Commission Delegated Regulation (EU) 2019/979 and Commission Delegated Regulation (EU) 2019/980 (together being the "EU Prospectus Regulations").

This document has been approved by and filed with (i) the FCA in accordance with Section 85 of the FSMA and (ii) the Central Bank of Ireland as competent authority in the European Union under the EU Prospectus Regulation, and will be made available to the public in the United Kingdom and Ireland in accordance with Rule 3.2 of the Prospectus Regulation Rules and Article 21 of the EU Prospectus Regulation by the same being made available, free of charge, at www.candcgroupplc.com/investors. The Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). The FCA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. The Prospectus has also been approved by and filed with the Central Bank of Ireland as competent authority under the EU Prospectus Regulation. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation. Such approval by the FCA and by the Central Bank of Ireland should not be considered as an endorsement of the Company or the quality of the New Ordinary Shares, the Nil Paid Rights and/or, the Fully Paid Rights that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Ordinary Shares, the Nil Paid Rights and/or, the Fully Paid Rights. This Prospectus has not been and will not be submitted for approval to any other supervisory authority other than the FCA and the Central Bank of Ireland, nor will it be passported into any jurisdiction. Therefore, no steps may be taken that would constitute or result in an offer of securities to the public of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights outside the UK and Ireland.

The Company and the directors of the Company (together, the "Directors"), whose names appear in the section of this Prospectus headed "Directors, Company Secretary, Registered Office and Advisers", accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts, and the Prospectus makes no omission likely to affect its import.

C&C GROUP PLC

(incorporated and registered in Ireland with registered number 383466)

6 for 23 Rights Issue of 81,287,315 New Ordinary Shares at 186 pence per New Ordinary Share

Barclays Davy HSBC

Co-ordinator and Joint Bookrunner Co-ordinator and Joint Bookrunner and Joint Bookrunner

Joint Sponsor, Joint Global Joint Sponsor, Joint Global Joint Global Co-ordinator

Numis

Joint Bookrunner

If you sell or transfer or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 27 May 2021 (the "Ex-Rights Date") please send this Prospectus, together with any Provisional Allotment Letter, duly renounced, if and when received, 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 except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you sell or have sold or otherwise transferred all or some of your Belgian law rights (other than ex-rights) held in book entry form in Euroclear Bank before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear Bank which, on settlement, will transfer the appropriate number of Nil Paid Rights (in book entry form) to the purchaser or transferee. If you sell or have sold or otherwise transferred all or some of your CDIs (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate number of Nil Paid Rights (in CDI form) to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part III (Terms and Conditions of the Rights Issue) of this Prospectus and in the Provisional Allotment Letter, if and when received.

Your attention is drawn to Part I (Letter from the Non-Executive Chair of C&C Group plc) which is set out on pages 44 to 61 of this Prospectus. You should read the whole of this Prospectus, the Provisional Allotment Letter and the documents (or parts thereof) incorporated herein by reference. Shareholders and any other persons contemplating a purchase of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares should review the risk factors set out on pages 8 to 30 of this Prospectus for a discussion of certain factors that should be considered when deciding on what action to take in relation to the Rights Issue and deciding whether or not to purchase the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares.

The latest time and date for acceptance and payment in full for the New Ordinary Shares by holders of the Nil Paid Rights is expected to be 11.00 a.m. on 18 June 2021 (in the event of acceptance or instruction by return of a Provisional Allotment Letter). The procedures for delivery of the Nil Paid Rights, acceptance and payment are set out in Part III (Terms and Conditions of the Rights Issue) of this Prospectus and, for Qualifying Certificated Shareholders only, also in the Provisional Allotment Letter which is being despatched on 26 May 2021. Qualifying CDI Holders and Qualifying Euroclear Shareholders should refer to paragraphs 2.3 and 2.4 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus. If you have questions on the procedure for application and payment you should contact your relevant Admitted Institution or the Receiving Agent. The Receiving Agent cannot provide advice on the merits of the proposals or give any financial, legal or tax advice. Further information is set out in "Where to find help" on page vii.

The Existing Ordinary Shares are admitted to the premium listing segment of the Official List of the FCA and admitted to trading on the London Stock Exchange's main market for listed securities. Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange will commence at 8.00 a.m. (London time) on 27 May 2021. No application has been, or is currently intended to be, made for the New Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. The New Ordinary Shares will, when fully paid, rank pari passu in all respect with the Existing Ordinary Shares.

It is expected that Qualifying Certificated Shareholders will be sent a Provisional Allotment Letter on 26 May 2021. Euroclear Bank will be instructed to credit the appropriate accounts maintained by the relevant Admitted Institutions with the Euroclear Subscription Rights as soon as practicable after 8.00 a.m. on 27 May 2021. Qualifying CDI Holders will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on as soon as practicable after 8.00 a.m. on 27 May 2021. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear UK as soon as practicable after Admission.

Barclays Bank PLC ("Barclays"), J & E Davy ("Davy") and HSBC Bank plc ("HSBC") are acting as joint global coordinators, joint bookrunners and underwriters, and Numis Securities Limited ("Numis", and together with Barclays, Davy and HSBC, the "Underwriters") is acting as joint bookrunner and underwriter, for the Rights Issue, in each case pursuant to an underwriting agreement between the Company and the Underwriters entered into on 26 May 2021 (the "Underwriting Agreement"). In addition, pursuant to the Underwriting Agreement, Barclays and Davy are acting as joint sponsors ("Sponsors") under the Listing Rules with respect to the applications for Admission. The Sponsors' respective responsibilities to the FCA pursuant to the Listing Rules are owed solely to the FCA. For the avoidance of doubt, nothing in this document seeks to restrict or exclude the responsibilities and liabilities, if any, which may be imposed on the Sponsors by the FSMA or the regulatory regime established thereunder.

The Underwriters and their respective affiliates may, acting as investors for their own account, in accordance with applicable legal and regulatory provisions, and subject to the provisions of the Underwriting Agreement, subscribe for, purchase or take up a portion of, or otherwise engage in transactions in relation to, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares and/or related instruments as a principal position and, in that capacity, may retain, subscribe for, purchase, sell, offer to sell, contract to sell, transfer, dispose or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Rights Issue or otherwise, in each case whether for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in this Prospectus to Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, sold, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, purchase, acquisition, placing or dealing by, the Underwriters or either of them and any of their affiliates acting as investors for their own account. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold, sell, offer to sell, contract to sell, transfer or otherwise dispose of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares. Except as required by applicable law or regulation, none of the Underwriters or their respective affiliates propose to make any public disclosure in relation to any such transactions.

In the event that the Underwriters subscribe for New Ordinary Shares which are not taken up by Qualifying Shareholders, the Underwriters may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

In the ordinary course of their various business activities, the Underwriters and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.

In addition, certain of the Underwriters or their affiliates are, or may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Company's credit facilities and other credit arrangements. In their capacity as lenders, such lenders may, in the future, seek a reduction of a loan commitment to the Company, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. In addition, certain of the Underwriters or their affiliates that have a lending relationship with the Company may routinely hedge their credit exposure to the Company consistent with their customary risk management policies. A typical hedging strategy would include these Underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the New Ordinary Shares.

The distribution of this Prospectus and/or any Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into a jurisdiction other than the United Kingdom and Ireland may be restricted by law and therefore persons into whose possession this Prospectus and/or any related documents comes should inform themselves about and observe any such restrictions. In particular, this Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in, into or from any of the Excluded Territories or into any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or by the Underwriters that would permit an offer of the New Ordinary Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Provisional Allotment Letters, the Nil Paid Rights or the Fully Paid Rights in any jurisdiction where action for that purpose is required, other than in the United Kingdom or Ireland. All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this Prospectus or any Form, if and when received, or other document to a jurisdiction outside the UK, should read paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus. Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom and Ireland should consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Ordinary Shares. If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately. No person receiving a copy of this Prospectus and/or a Provisional Allotment Letter and/or receiving a credit of CDI Rights to a stock account in CREST and/or receiving a credit of Euroclear Subscription Rights to a Euroclear Bank account with a bank or other financial institution in any territory other than the UK and Ireland may treat the same as constituting an invitation or offer to such person nor should such person in any event use the Provisional Allotment Letter or deal with CDI Rights in CREST or Euroclear Subscription Rights in Euroclear Bank unless, in the relevant territory, such an invitation or offer could lawfully be made to such person or the Provisional Allotment Letter could lawfully be used or dealt with without contravention of any registration or other legal requirements. In such circumstances, this Prospectus and the Provisional Allotment Letter are to be treated as sent for information only and should not be copied or redistributed.

Barclays and HSBC are authorised by the United Kingdom Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, Davy is authorised and regulated in Ireland by the Central Bank of Ireland and is authorised by and subject to limited regulation by the FCA in the United Kingdom. Numis is authorised and regulated by the FCA in the United Kingdom. Barclays, Davy, HSBC and Numis are acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to herein.

The Underwriters and certain of their respective affiliates have from time to time engaged in, are currently engaged in, and may in future engage in, various commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with the Company. They have received and will receive customary fees and commissions for these transactions and services.

Investors should only rely on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and the documents (or parts thereof) incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors or any of the Underwriters. In particular, the contents of the Company's website do not form part of this Prospectus and investors should not rely on them. Neither the delivery of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company and its subsidiaries and subsidiary undertakings from time to time (together, the "Group") since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Underwriters nor any of their respective affiliates, or the directors, officers, employees or advisers of any of them, accept any responsibility whatsoever for, or make any representation or warranty, express or implied, for or in respect of the contents of this Prospectus, including its accuracy, completeness, verification or sufficiency or regarding the legality of an investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares by an offeree or purchaser thereof under the laws applicable to such offeree or purchaser or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Ordinary Shares or the Rights Issue, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Underwriters and each of their respective affiliates accordingly disclaims to the fullest extent permitted by applicable law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Prospectus or any such statement.

None of the Company or the Underwriters, or any of their respective representatives, is making any representation to any offeree or purchaser of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares regarding the legality of an investment in the Nil Paid Rights, the Fully Paid Rights, or the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the investment, legal, tax, business, financial and related aspects of a purchase of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares. The investors acknowledge that they have not relied on the Underwriters or any person affiliated with the Underwriters in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights, and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Nil Paid Rights, the Fully Paid Rights, and the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares have been subject to a product approval process, which has determined that the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares and determining appropriate distribution channels.

Notice to Overseas Shareholders

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States, or any relevant laws of any of the Excluded Territories, and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within the United States (except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States), or any of the Excluded Territories (except pursuant to applicable exemptions). There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares in the United States or any of the Excluded Territories.

None of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Ordinary Shares, this Prospectus nor any other offering document has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Rights Issue or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. For the avoidance of doubt, holders of ADSs will not be permitted to receive Provisional Allotment Letters, exercise their Nil Paid Rights or Fully Paid Rights or subscribe for New Ordinary Shares. Any entitlement under the Rights Issue in respect of the Ordinary Shares represented by ADSs will be governed by the terms of the Deposit Agreement and, as such, it is expected that they will, to the extent practicable, be sold by the Depositary, being Deutsche Bank Trust Company Americas, and the proceeds, if any, of that sale would be distributed to holders of ADSs. Distribution of such proceeds would be net of any distribution fees payable to the Depositary and other charges or expenses incurred by the Depositary, taxes and any other governmental charge.

EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS OR INVESTORS IN THE EXCLUDED TERRITORIES. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, taken up, exercised, renounced, resold, transferred or delivered, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption.

The Underwriters may arrange for any New Ordinary Shares not taken up in the Rights Issue to be offered and sold only (i) outside the United States in accordance with Regulation S under the US Securities Act or (ii) inside the United States to persons reasonably believed to be "qualified institutional buyers" ("QIB") within the meaning of Rule 144A under the US Securities Act in reliance on an exemption from the registration requirements of the US Securities Act. Prospective investors are hereby notified that such sellers of the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares may be relying on the exemption from the registration requirements of the US Securities Act provided by Rule 144A.

In addition, until 40 days after Admission, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act, if such offer, sale or transfer is made otherwise than in accordance with Rule 144A under the US Securities Act.

Subject to certain exceptions, neither this Prospectus nor any accompanying documents nor any Provisional Allotment Letter will be posted to any person with a registered address in the United States or in any of the Excluded Territories. All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this Prospectus or any Form, if and when received, or other document to a jurisdiction outside the UK, should read paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus. Overseas Shareholders should also refer to the "Important Information" section of this Prospectus.

The Company is not subject to the periodic reporting requirements of the US Securities Exchange Act. In order to permit compliance with Rule 144A under the US Securities Act in connection with resales of the New Ordinary Shares, the Company agrees to furnish upon the request of any holder or beneficial owner of a share, or any prospective purchaser of a share designated by a holder or beneficial owner, the information specified in, and meeting the requirements of Rule 144A(d)(4) under the US Securities Act if at the time of such request it is neither subject to section 13 or section 15(d) of the US Securities Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

General Notice

The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are not transferable, except in accordance with, and the distribution of this Prospectus is subject to, the restrictions set out in paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents or use of any information contained in this Prospectus for any purpose other than considering an investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares is prohibited. By accepting delivery of this Prospectus, each offeree of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares agrees to the foregoing.

Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.

Save as set out in paragraph 2.3 of Part XI (Additional Information), the contents of the websites of the Group do not form part of this Prospectus. Capitalised terms have the meanings ascribed to them in Part XII (Definitions) of this Prospectus.

Dated: 26 May 2021

WHERE TO FIND HELP

If you have any questions relating to the Rights Issue, and/or the completion and return of the Provisional Allotment Letter, please contact Link Registrars Limited ("Link") in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank or public holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

In addition, see Part II (Questions and Answers on the Rights Issue) of this Prospectus for further information.

CONTENTS

SUMMARY	Page INFORMATION 1
RISK FACTORS	8
EXPECTED	TIMETABLE OF PRINCIPAL EVENTS31
RIGHTS	ISSUE STATISTICS 33
IMPORTANT	INFORMATION34
DIRECTORS,	COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS42
PART	ILETTER FROM THE NON-EXECUTIVE CHAIR OF C&C GROUP	PLC44
PART	IIQUESTIONS AND ANSWERS ON THE RIGHTS ISSUE 62
PART III	TERMS AND CONDITIONS OF THE RIGHTS ISSUE 73
PART IV	BUSINESS103
PART	VINDUSTRY125
PART VI	HISTORICAL FINANCIAL INFORMATION135
PART	VIISELECTED FINANCIAL INFORMATION137
PART	VIIIOPERATING AND FINANCIAL REVIEW148
PART IX	CAPITALISATION AND INDEBTEDNESS 176
PART	XTAXATION178
PART XI	ADDITIONAL INFORMATION 190
PART	XIIDEFINITIONS244

SUMMARY INFORMATION

INTRODUCTION AND WARNINGS

Name and ISIN of the securities

Name: C&C Group plc. Ordinary Shares: ISIN IE00B010DT83. Nil Paid Rights: ISIN IE000S7FCWV7. Fully Paid Rights: ISIN IE000DJJV366.

Identity and contact details of the issuer

C&C Group plc (the "Company"). Registered office: Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland. Telephone: +353 1 506 3900. LEI:635400LNUHA2LDXXV850.

Identity and contact details of the competent authority

This document (the "Prospectus") has been approved in the United Kingdom by the United Kingdom Financial Conduct Authority with its head office at 12 Endeavour Square, London E20 1JN, United Kingdom and telephone number: +44 (0) 20 7066 1000. This Prospectus has been approved in Ireland by the Central Bank of Ireland with its headquarters at New Wapping Street, North Wall Quay, Dublin 1, D01 F7X3, Ireland and telephone number: +353 (0) 1 224 5800.

Date of approval of this Prospectus

This Prospectus was approved as a prospectus by each of the United Kingdom Financial Conduct Authority and the Central Bank of Ireland on 26 May 2021.

Warnings

The summary should be read as an introduction to this Prospectus. Any decision to invest in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares should be based on a consideration of this Prospectus as a whole by the investor. The investor could lose all or part of any invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares.

KEY INFORMATION ON THE ISSUER

Who is the issuer of the securities?

Domicile and legal form, LEI, applicable legislation and country of incorporation

The Company is incorporated under the laws of Ireland as a public company limited by shares with its registered office, and domicile, in Ireland. The Company was incorporated on 19 March 2004 with registered number 383466. The principal legislation under which the Company operates is the Companies Act 2014 (the "Companies Act") and regulations made thereunder. The Company's LEI is 635400LNUHA2LDXXV850.

Principal activities

C&C is a vertically integrated, market-leading, premium drinks company which owns, manufactures, markets and distributes a unique portfolio of branded beer, cider, wine, spirits and soft drinks in its core markets of the UK and Ireland. C&C distributes its products through a network of Group-owned distribution businesses and the Group benefits from having two large manufacturing centres located in close proximity to its key markets.

C&C benefits from a strong portfolio of core brands including: Bulmers, the leading Irish cider brand; Tennent's, the leading Scottish beer brand; and Magners, a premium international cider brand; and also offers a range of super-premium and craft ciders and beers that it owns or to which it has exclusive distribution rights, such as Heverlee, Five Lamps, Menabrea and Orchard Pig, which appeal to the growing market for diverse and niche products, various AB InBev brands including Budweiser, Stella Artois and Beck's as well as wine and spirit brands and soft drinks. Through its ownership of Matthew Clark and Bibendum, along with its unique combination of product range, number of customers and delivery reach, the Group is the number one independent "final-mile" drinks distributor to the UK and Irish hospitality sectors (Source: Group data). In addition, through the Group's joint venture in Admiral Taverns, a tenanted pub company, the Group co-owns approximately 1,000 pubs across England and Wales.

The Group owns and operates manufacturing facilities in County Tipperary, Ireland and Glasgow, Scotland where it produces its owned brand products in addition to contract manufacturing third-party drinks brands.

Major Shareholders

As at 24 May 2021 (being the latest practicable date prior to publication of this Prospectus), in so far as it has been notified to the Company pursuant to the Companies Act, the following persons are directly or indirectly interested in 3 per cent. or more of the total voting rights in respect of the Company's issued share capital (based on the issued ordinary share capital of the Company as at such date).

As at the Latest Immediately following Practicable Date completion of the Rights Issue(1) ––––––––––––––––––––––––––––––––––––––––––––––––––––
Number ofPer cent. ofNumber of Per cent. of OrdinaryOrdinaryOrdinaryOrdinary Name Shares Shares SharesShares ––––––––––––––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––––––––––––––
Artemis Investment Management LLP 46,564,845 14.94			58,712,195	14.94
Fidelity Management & Research Co.	LLC 26,823,505 8.61		33,820,941	8.61
Investec Asset Management Limited 15,391,039		4.94	19,406,092	4.94
BlackRock, Inc. . 14,829,887		4.76	18,698,553	4.76
FIL Investment Advisors (UK) Ltd. 13,051,606 4.19			16,456,372	4.19
Silchester International Investors . 12,341,061		3.96	15,560,468	3.96

(1)Assuming that such persons are entitled to participate in the Rights Issue in respect of all of the Ordinary Shares in which they have a notifiable interest as set out against their names in the left hand column of this table and they take up their entitlements in full.

Key managing directors

The Executive Directors of the Company are David Forde (Group Chief Executive Officer), Patrick McMahon (Group Chief Financial Officer) and Andrea Pozzi (Group Chief Operating Officer).

Statutory auditors

The Company's statutory auditor is Ernst & Young Chartered Accountants, whose registered address is at Harcourt Building, Harcourt Street, Dublin 2.

What is the key financial information regarding the issuer?

The tables below set out selected financial information for the Group as at and for the financial years ended 28 February 2019, 29 February 2020 and 28 February 2021 and which has been extracted without material adjustment from the 2019 Annual Report, 2020 Annual Report and 2021 Annual Report.

Key financial information from the income statement

Financial year ended ––––––––––––––––––––––––––––––––––––––––
28 February29 February28 February 202120202019 ––––––––––––––––––––––––––––––––––––
Revenue (€ millions) 1,022.8		2,145.5	1,997.3
Net revenue (€ millions) 736.9		1,719.3	1,574.9
Group operating (loss)/profit before exceptional items
(€ millions) (59.6)120.8			104.5
Group operating (loss)/profit including exceptional items
(€ millions) (84.8)29.8			96.7
(Loss)/profit before tax (€ millions) (121.3)11.6			81.8
Group (loss)/profit for the financial year attributable to equity
holders of the parent (€ millions) (104.5)9.1			72.3
Year-on-year revenue growth (per cent.) (52.3)7.4			–
Operating margin before exceptional items (per cent.) (8.1)7.0			6.6
Basic (loss)/earnings per share (€ cent) (33.8)2.9			23.4

Key financial information from the balance sheet

As at ––––––––––––––––––––––––––––––––––––––––
28 February29 February28 February 202120202019
––––––––––––––––––––––––––––––––––––		(€ millions)
Total Assets . 1,335.6		1,441.9	1,429.4
Total Equity . 446.1		555.4	598.0
Net debt . 441.9		326.9	301.6

Key financial information from the cash flow statement

Financial year ended ––––––––––––––––––––––––––––––––––––––––
28 February29 February 28 February 202120202019
––––––––––––––––––––––––––––––––––––		(€ millions)
Net cash (outflow)/inflow from operating activities (94.6)165.0			113.0
Net cash outflow from investing activities . (9.2)		(25.5)	(22.0)
Net cash inflow/(outflow) from financing activities 86.4(159.5)			(93.1)

Other financial measures

As at and for the financial year ended ––––––––––––––––––––––––––––––––––––––––
28 February29 February28 February 202120202019 ––––––––––––––––––––––––––––––––––––
Adjusted EBITDA (€ millions) (28.8)153.6			120.0
Net debt (excluding leases) (€ millions) 362.3		233.6	301.6
Liquidity (€ millions) 314.6		335.3	322.9
Adjusted diluted (loss)/earnings per share (€ cent) (22.9)29.6			26.6
Free cash flow (excluding exceptional cash outflow)
(€ millions) (91.2)155.1			96.9
Free cash flow (excluding exceptional cash outflow)
conversion ratio (per cent.) – 101.0			80.8
Leverage Ratio (multiple) – 1.77x			2.51x
Interest Cover Ratio (multiple) (2.18x)8.85x 8.28x
Dividend per share (€ cent) – 5.5			15.3
Dividend payout ratio (per cent.) – 18.6			57.6

Audit reports on the Historical Financial Information

There are no qualifications in the audit reports covering the historical financial information of the Group for the years ended 28 February 2021, 29 February 2020 and 28 February 2019.

What are the key risks that are specific to the issuer?

• •As a result of the adverse effect that the COVID-19 pandemic has had on its business, the Group has needed to obtain covenant waivers under its financing documents, certain of which are conditional on completion of a Minimum Equity Raise. If a Minimum Equity Raise is not completed by 31 July 2021, then certain covenant waivers will not become effective and, subject to any mitigating actions that might be available to the Group, this may have a material adverse effect on the Group's liquidity position, business, results of operation and/or financial condition.
• •Developments relating to the outbreak of COVID-19 have had and continue to have an adverse effect on the Group's on-trade business, results of operation and financial condition.
• •The Group operates in a highly competitive industry and competitive pressures or consolidation within the beverage industry could have a material adverse effect on its business.
• •Failure to sustain high levels of consumer awareness and strong brand and corporate images could impact demand for the Group's brands, particularly in light of the COVID-19 pandemic and its impacts on on-trade outlets.
• •The Group is subject to increasingly stringent health, safety and environmental regulations, which could result in increased costs and fines, as well as the potential for damage to the Group's reputation.
• •The Group operates in a highly regulated industry, and changes in the legal and regulatory environment could increase the Group's costs and liabilities or limit its business activities.
• •Inconsistent quality or contamination of the Group's products, including raw materials from suppliers, could harm the integrity of, or customer support for, the Group's brands and adversely affect the sales of those brands.
• •Demand for the Group's products may be adversely affected by many factors, including changes in consumer preferences and tastes, as well as social views on alcohol consumption.
• •The Group's revenue is subject to seasonal fluctuations in consumer demand.
• •The Group may experience the loss of a production or storage facility or the failure of key IT infrastructure, including as a result of cyber-attacks, leading to operations disruption or breach of data protection regulation which could adversely impact the Group's reputation and financial results.
• •Failure to implement sustainability policies or comply with regulations to address climate change could significantly impact the Group's reputation and future growth.

KEY INFORMATION ON THE SECURITIES

What are the main features of the securities?

Type, class and ISIN

The New Ordinary Shares will be fully paid ordinary shares with a nominal value of €0.01 each in the capital of the Company and will be traded on the main market for listed securities of the London Stock Exchange under the ticker symbol "CCR". On Admission, the New Ordinary Shares will be registered with an ISIN of IE00B010DT83 and a SEDOL of B010DT8. The ISIN for the Nil Paid Rights will be IE000S7FCWV7 and the SEDOL will be BNNTQC8. The ISIN for the Fully Paid Rights will be IE000DJJV366 and the SEDOL will be BNNTQD9.

Currency, denomination, par value, number of securities and term of the Ordinary Shares

The Existing Ordinary Shares are denominated in euro and are quoted and traded in pence sterling on the London Stock Exchange and the New Ordinary Shares will be traded and quoted in the same way. The issued and fully paid share capital of the Company as at 24 May 2021 (being the latest practicable date prior to publication of this document) was 320,626,375 Existing Ordinary Shares, each with a nominal value of €0.01 each (and each being fully paid or credited as fully paid). The Existing Ordinary Shares in issue are, and the New Ordinary Shares will be, in registered form, and may be held either in certificated form or in book-entry form through the Euroclear System.

Rights attached to the Ordinary Shares

Each New Ordinary Share will, upon Admission, rank pari passu in all respects with each other and with each Existing Ordinary Share and they will form a single class for all purposes. The Ordinary Shares rank equally for voting purposes and have the following rights attaching to them: (i) each Ordinary Share carries the right to attend and vote at any general meeting of the Company and on a show of hands each Shareholder has one vote and on a poll each Shareholder has one vote per Ordinary Share held; (ii) each Ordinary Share ranks equally for any dividend declared; (iii) each Ordinary Share ranks equally for any distributions made on a winding up; (iv) each Ordinary Share ranks equally in the right to receive a relative proportion of shares in case of a capitalisation of reserves; and (v) Ordinary Shares carry the pre-emptive right to subscribe for new shares issued by the Company, save to the extent (if any) it is dis-applied pursuant to any resolution(s) passed by the requisite majority of Shareholders at a general meeting in accordance with the Company's Articles of Association and the Companies Act.

Rank of securities in the issuers' capital structure in the event of insolvency

The Ordinary Shares do not carry any rights as respects to capital to participate in a distribution (including on a winding-up) other than those that exist as a matter of law.

Restrictions on free transferability of the securities

In general, there are no restrictions on the transfer of Ordinary Shares (including New Ordinary Shares), save that, under the Articles of Association, the Directors may decline to register (a) a transfer of Ordinary Shares or to recognise an instrument of transfer in respect of Ordinary Shares in the circumstances permitted by the Companies Act; and (b) any instrument of transfer of any shares unless (i) it is lodged at the registered office of the Company or at such other place as the Directors may appoint and is accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the Directors may reasonably require to prove the title of the transferor and the due execution of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so, (ii) it is in respect of one class of share only and (iii) it is in favour of not more than four persons jointly; (c) a transfer of any Ordinary Share which is not fully paid; and (d) a transfer of any Ordinary Share in certain circumstances where the Directors have given notice to a Shareholder under the Articles of Association requiring such Shareholder to notify the Company of his or her interest in the Ordinary Shares and is in default for a prescribed period in supplying such information to the Company.

If the Directors refuse to register a transfer of shares then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

There are no agreements to which Shareholders are a party that are known to the Company that may result in the restrictions on the transferability of Ordinary Shares (including New Ordinary Shares).

Dividend policy

As first announced on 30 April 2020, the Board has suspended dividend payments as part of the Group's liquidity actions in response to the COVID-19 pandemic. The Company recognises the importance of dividends, and although it has no fixed dividend policy, is determined to resume returning capital to Shareholders as soon as the operating environment and resulting financial and cash flow performance of the Group permits.

However, given the ongoing uncertainty resulting from the COVID-19 pandemic, it is not possible to provide accurate guidance as to when the Company will be able to resume returning capital to Shareholders. Currently, covenant terms for the Company's Revolving Credit Facility and US Private Placement Notes impose restrictions on the payment of dividends for the duration of the relevant waiver period, which runs until the Company shows compliance with its original leverage and interest cover covenants. In the case of the US Private Placement Notes, the relevant waiver period runs until the Company shows compliance with its original leverage and interest cover covenants for (x) if the Minimum Equity Raise has occurred by 31 July 2021, the 12-month period ending 28 February 2023 (or such subsequent half year date if compliance is not shown at such time) or (y) if the Minimum Equity Raise has not occurred by 31 July 2021, the 12 month period ending 31 August 2022 (or such subsequent half year date if compliance is not shown at such time). The waiver period can be ended earlier by the Company if it can show that, with respect to the Revolving Credit Facility, it was in compliance with its original covenants for the relevant period and, with respect to the US Private Placement Notes in the event the Minimum Equity Raise has occurred by 31 July 2021, for the period ending 31 August 2022 it was in compliance with adjusted leverage and interest cover covenants and no default then existed.

Where will the securities be traded?

Application will be made to the FCA for the New Ordinary Shares (nil paid and fully paid) to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. Following the United Kingdom's exit from the European Union, the London Stock Exchange is no longer considered an EEA Regulated Market for the purposes of the EU Prospectus Regulation.

What are the key risks that are specific to the securities?

• •The value of an investment in the Nil Paid Rights, Fully Paid Rights or the New Ordinary Shares may go down as well as up and any fluctuations may be material.
• •An active trading market in the Nil Paid Rights or the Fully Paid Rights may not develop.
• •Shareholders who do not (or are not permitted to) acquire their full entitlement to New Ordinary Shares in the Rights Issue will experience dilution in their ownership of the Company.
• •If there is a substantial decline in the price of the Ordinary Shares, the Nil Paid Rights may become worthless.

KEY INFORMATION ON THE RIGHTS ISSUE AND ADMISSION

Under which conditions and timetable can I invest in this security?

The Rights Issue will result in 81,287,315 New Ordinary Shares being issued in aggregate to Qualifying Shareholders (other than, subject to certain very limited exceptions, shareholders with a registered address or which are resident or located in the United States or any of Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction where the extension and availability of the Rights Issue (and any other transaction contemplated in relation to it) would breach any applicable laws or regulations or would result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous (the "Excluded Territories")). The Rights Issue is made on the basis of 6 New Ordinary Shares for every 23 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. Qualifying Shareholders with fewer than 4 Existing Ordinary Shares at the close of business on the Record Date will not be entitled to subscribe for any New Ordinary Shares under the terms of the Rights Issue. Entitlements to New Ordinary Shares will be rounded down to the next lowest whole number (or to zero in the case of Qualifying Shareholders holding fewer than 4 Existing Ordinary Shares at the close of business on the Record Date) and fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders. Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in the New Ordinary Shares, nil paid. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company. Qualifying CDI Holders should note that Euroclear UK does not distribute fractional entitlements in CREST. Qualifying Euroclear Shareholders should note that Euroclear Bank distributes fractions to the holders of the largest fractional entitlements until all fractions are distributed but that their entitlement to fractions will depend upon the procedures of their respective Admitted Institutions.

The Rights Issue Price of 186 pence per New Ordinary Share represents a 38.9 per cent. discount to the Closing Price of 304.6 pence per Existing Ordinary Share on 25 May 2021, being the last Business Day before the announcement of the Rights Issue. Additionally, it represents an approximately 33.6 per cent. discount to the Theoretical Ex-Rights Price of 280.1 pence per New Ordinary Share calculated by reference to that Closing Price.

Qualifying Shareholders who do not take up any of their rights to subscribe for the New Ordinary Shares will be diluted by 20.7 per cent. following the Rights Issue (assuming no options granted under the C&C Group Employee Share Plans are exercised between the Latest Practicable Date and the date of completion of the Rights Issue).

The Rights Issue will result in 81,287,315 New Ordinary Shares being issued in aggregate (representing approximately 26.1 per cent. of the existing issued share capital of the Company and 20.7 per cent. of the enlarged issued share capital of the Company immediately following Admission of the New Ordinary Shares).

The Rights Issue is conditional, inter alia, upon (a) the Underwriting Agreement becoming unconditional; and (b) Admission becoming effective.

It is expected that admission of the New Ordinary Shares (nil paid) will become effective and that dealings in the New Ordinary Shares (nil paid) will commence at 8.00 a.m. on 27 May 2021.

The latest time and date for acceptance and payment in full under the Rights Issue is expected to be no later than 11.00 a.m. on 18 June 2021.

The aggregate costs and expenses of the Rights Issue and Admission (including the listing fees of the FCA and the London Stock Exchange, professional fees and expenses and the costs of printing and distribution of documents), payable by the Company are estimated to be £7.5 million. There are no commissions, fees or expenses to be charged to investors by the Company in connection with the Rights Issue.

Why is the prospectus being produced?

Use and estimated net amount of the proceeds

The net proceeds of the Rights Issue of approximately £143.5 million will be used to reduce the Group's leverage and provide sufficient liquidity to manage near-term trading uncertainty whilst ensuring that it is in a position to execute its long-term strategy by further strengthening its brands and optimising its distribution system as the hospitality sector emerges from the COVID-19 pandemic.

Underwriting arrangements

The Rights Issue is fully underwritten by the Underwriters pursuant to the terms and subject to the conditions of the Underwriting Agreement.

Material conflict of interest

There are no conflicting interests of any natural or legal person involved in the Rights Issue known to the Company that are material to the Rights Issue.

RISK FACTORS

Any investment in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights is speculative and subject to a number of risks. Shareholders and prospective investors should consider carefully the factors and risks associated with any investment in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights, the Group's business and the industry in which it operates, together with all other information contained in this Prospectus and all of the information incorporated by reference into this Prospectus, including, in particular, the risk factors described below. Following the occurrence of any of the risks described below, the value of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights could decline and investors could lose all or part of their investment.

Prospective investors should note that the risks relating to the Group, the drinks industry and the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights summarised in the section of this Prospectus headed "Summary" are the risks that the Directors and the Group believe to be the most specific to the Group and material to an assessment by a prospective investor of whether to make an investment in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus headed "Summary" but also, among other things, the risks and uncertainties described below.

The risk factors described below are not an exhaustive list or explanation of all risks which investors may face when making an investment in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights and should be used as guidance only. Additional risks relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on C&C Group plc's business, financial condition, results of operations, cash flows and/or prospects and, if any such risk should occur, the price of the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the New Ordinary Shares, the Nil Paid Rights and/or the Fully Paid Rights is suitable for them in light of all the information in this Prospectus and their personal circumstances.

The risk factors are presented in categories which are numbered 1. to 7. below, with the most material risk factors appearing first in each numbered category.

1. RISKS RELATING TO THE COVID-19 PANDEMIC

1.1 As a result of the adverse effect that the COVID-19 pandemic has had on its business, the Group has needed to obtain covenant waivers under its financing documents, certain of which are conditional on completion of a Minimum Equity Raise. If a Minimum Equity Raise is not completed by 31 July 2021, then certain covenant waivers will not become effective and, subject to any mitigating actions that might be available to the Group, this may have a material adverse effect on the Group's liquidity position, business, results of operation and/or financial condition.

As at 21 May 2021, the Group had £254.9 million and €175.3 million in borrowings outstanding under its borrowing arrangements, including (i) the US Private Placement Notes, which have maturities between 26 March 2030 and 26 March 2032 and (ii) the Facilities Agreement, comprising (a) the Revolving Credit Facility, under which £196.9 million and €16.85 million had been utilised by the Company as at 21 May 2021 and (b) the Term Loan Facility of €150.0 million of which €82.5 million was outstanding as at 21 May 2021 (collectively, the "Existing Facilities").

Pursuant to the Existing Facilities, the Group is subject to financial covenants that require the Group to satisfy a ratio of Adjusted EBITDA (excluding leases) to consolidated net interest expense of the Group (the "Interest Cover Ratio") and a ratio of net debt (excluding leases) to Adjusted EBITDA (excluding leases) of the Group (the "Leverage Ratio"), each calculated by reference to the consolidated financial statements of the Group for a period of 12 months ending on 28/29 February and 31 August of each year. The Interest Cover Ratio and Leverage Ratio are tested each year at the Group's financial half-year end on 31 August and at its financial year-end on 28/29 February and the Group must certify compliance with the covenants in connection with the delivery of its interim report within 60 days of the end of the financial half-year and the delivery of its annual report within 120 days of the financial year-end. Given the anticipated impact the COVID-19 pandemic would have on financial covenants tests, in 2020 and 2021 the Group negotiated waivers of the Interest Cover Ratio and the Leverage Ratio covenants for the Existing Facilities, which resulted in the temporary waiver of those covenants until and including 28 February 2022, and the imposition of monthly tests for minimum liquidity and maximum gross debt. In addition, the Group agreed, subject to the completion of a Minimum Equity Raise by 31 July 2021, amendments to its Existing Facilities, whereby the Interest Cover Ratio and Leverage Ratio covenants will be loosened from their original levels for the 12-month period ending 31 August 2022, before reverting back to their original levels for the 12 month period ending 28 February 2023 and thereafter (the "Conditional Covenant Waivers"). Because the Conditional Covenant Waivers granted by the noteholders and lenders under the Existing Facilities are conditional upon the completion of a Minimum Equity Raise by 31 July 2021, the Directors have concluded, for a number of reasons, including those described below, that it is in the Group's best interest to proceed with the Rights Issue. There are risks, however, that may prevent the Rights Issue proceeding in line with the expected timetable or at all.

Should any condition to the Rights Issue not be satisfied, waived or fulfilled, the Rights Issue will not proceed, the Company will not receive the net proceeds of the Rights Issue and it is unlikely that an alternative Minimum Equity Raise would be completed by 31 July 2021. In such circumstances, the Conditional Covenant Waivers would not become effective and the Group expects that it would breach the Interest Cover Ratio and Leverage Ratio covenants at their original levels when they are next tested for the 12-month period ending 31 August 2022 and may breach the minimum monthly liquidity tests when tested at 30 September 2022. In such circumstances, the Group would seek to renegotiate the terms of its Existing Facilities with the lenders and noteholders under those facilities, such that the relevant financial covenants would be waived prior to testing, and/or otherwise seek further amendments and/or standstills, and/or would seek to secure new financing from other lenders. There can, however, be no certainty that such negotiations or attempts to secure new financing would be successful. Even if such attempts were successful, any such alternative waivers may be limited in duration and would likely result in significant cost to the Group in the form of additional fees payable, including make-whole payments for refinanced indebtedness, amendment fees, increased interest payments or additional restrictions on its business, which could hinder the Group's ability to execute its strategy and significantly constrain future growth. The Group would also consider other equity raising options, including a smaller scale pre-emptive equity offering or an offering on a non-preemptive basis, which would result in the dilution of non-participating shareholders' interests.

In the event that a Minimum Equity Raise is not completed by 31 July 2021 and the Group is unsuccessful in renegotiating the terms of its Existing Facilities with the lenders and noteholders under those facilities to waive the relevant financial covenants prior to testing, and/or in securing new financing from other lenders, and in the absence of any alternative equity fundraising, the existence of the potential covenant breaches at 31 August 2022 and 30 September 2022 may lead the Directors, in their going concern assessment for the Company's half-yearly report and accounts for the period ending 31 August 2021, to conclude that a material uncertainty exists related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern.

If a Minimum Equity Raise is not completed by 31 July 2021, and the Conditional Covenant Waivers do not become effective, and no other equity raise were to be undertaken by the Company and/or not in a sufficient amount, the Group would be required to seek to take one or more mitigating actions designed to avoid breaching the relevant financial covenants when they are next tested at the Group's financial half-year end on 31 August 2022 and at its financial year-end on 28 February 2023. Such mitigating actions may limit the balance sheet flexibility and operational strength of the Group which would restrict the ability of management to pursue its strategy, including by:

• preventing or significantly curtailing the Group's ability to invest in and grow its portfolio of leading local brands, ciders and premium beers;

• placing the Group at a competitive disadvantage compared to its competitors, that may be less leveraged or restricted by financial covenants, by limiting capital expenditure and weakening its position as the preeminent brand-led, "final-mile" drinks distribution business, which may impact its ability for further customer acquisition and market share growth;
• pursuing the disposal of one or more non-core assets in order to improve medium-term liquidity (with any such disposal likely to be at a discount to the market valuation or on terms which are not as favourable as might otherwise be achievable); and
• preventing the Group from paying dividends or making other distributions in the longer term.

If the Group were unable to avoid a breach of the relevant financial covenants when tested, or if it breaches covenants in any debt financing agreement, it could be in default under such agreement. Such a default may adversely affect the Group's credit ratings, potentially increase its debt servicing costs, would limit the Group's ability to obtain additional financing and would allow creditors under the Existing Facilities to accelerate the related indebtedness. If such a repayment demand were to be made and a cross-default were to occur, the Group does not expect that it would have access to funds immediately available to repay such amounts at that time, absent mitigating actions (including, the entry into of new financing arrangements, if available). In this circumstance, there is a risk that insolvency proceedings could be initiated against the Group which could result in Shareholders losing all or a substantial amount of their investment.

If the Rights Issue does not proceed and an alternative Minimum Equity Raise is not completed by 31 July 2021, and the Conditional Covenant Waivers do not become effective, there can be no assurance that the mitigating actions referenced above would be capable of implementation in the time available and/or would ultimately be successful. An inability to comply with its financial covenants over the longer term or to maintain sufficient liquidity could have a material adverse effect on the Group's business, results of operations and financial condition.

1.2 Developments relating to the outbreak of COVID-19 have had and continue to have an adverse effect on the Group's on-trade business, results of operation and financial condition.

In December 2019, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China, and has since spread globally, including in the UK and Ireland, where the Group's operations are primarily concentrated, and has adversely affected global and regional business, operations and financial conditions. On 11 March 2020, the World Health Organisation declared the COVID-19 outbreak a pandemic. In response to the outbreak, governmental authorities in various jurisdictions, including those in which the Group operates, implemented a variety of measures in an attempt to contain the spread of the virus, such as travel bans and restrictions, curfews, quarantines, lockdowns and the mandatory closure of certain businesses, including those operating in the hospitality industry.

The COVID-19 pandemic has created a challenging operating environment for the Group, with unprecedented levels of disruption across the Group's key markets. The UK and Irish governments subsequently passed temporary legislation including the closure of on-trade channels such as pubs, bars, restaurants and clubs and social distancing measures restricting social gatherings, conferences and similar events which have had a compounding negative impact on sales. The prolonged impact of the pandemic presents a material risk to the overall viability of the hospitality industry in the near term which will have a consequential impact on the Group's business and financial condition. The impact of the pandemic, including these closures and restrictions, have led to a decrease in the Group's ontrade activities and has negatively impacted the Group's balance sheet. There is a significant risk that the adverse effect of the pandemic on the Group's on-trade business will continue until such time as the pandemic is adequately contained. The Group experienced a net revenue decline of 75.5 per cent. on a constant currency basis in its on-trade channel in the financial year ended 28 February 2021 as compared to the financial year ended 29 February 2020. For each month the on-trade channel is subject to closure under lockdowns, the Group experiences an average cash burn pre-working capital movements of approximately €10 million.

There remains significant economic uncertainty worldwide, despite the increasing availability of several vaccines. Measures to limit the spread of the virus are highly varied and localised, and the risk of subsequent waves and new, more aggressive and transmittable strains of COVID-19 remains significant. The precise longer-term efficacy of vaccinations also remains unknown. As a result, the Group is unable to accurately predict with reasonable certainty the long-term economic and social impacts of the virus in key markets or on its business and operations. While business closures, quarantines and lockdowns are intended to be temporary, there can be no certainty as to when or to what extent the applicable government measures will be lifted and whether they will be reintroduced after they have been lifted. The UK and Irish governments, after alleviating some restrictions during the 2020 Christmas period, once again implemented lockdowns and closures on the hospitality sector in January 2021 in light of increasing case numbers and emerging new variants of COVID-19. The UK partially re-opened from its most recent lockdown period on 12 April 2021 and restrictions were further lifted in the UK from 17 May 2021. The Irish government has announced plans for reopening in the coming months. The Group is prudently planning for a gradual recovery scenario with the roll out of vaccine programmes in core markets and unrestricted trading recommences, while allowing for the potential risk of further outbreaks of COVID-19 later in the year as restrictions are further relaxed; however, the Group cannot estimate the duration of business disruptions and the related financial impact.

The impact of the COVID-19 pandemic and related response measures worldwide has had and may continue to have an adverse effect on global economic conditions, as well as the Group's business, result of operations, cash flows and financial condition, with recovery expected to be dependent on the success of public health measures, the impact of economic policies, the pace at which lockdown measures are eased and sustained and the rate at which customers choose to return to hospitality venues and resume travel.

1.3 The Group's business may be adversely impacted by economic or social or political instability and/or uncertainty, in particular relating to the COVID-19 pandemic.

The Group exports its brands to over 40 countries worldwide, and it may be adversely affected by unfavourable economic or political conditions globally and/or in any of the countries where it has distribution networks or production facilities. In particular, the Group's business is dependent on general economic conditions in its most important markets, which include the UK, Ireland and the European Union. Economic uncertainty due to the COVID-19 pandemic in these regions directly affects consumer confidence, consumer spending and demand for the Group's products.

A significant deterioration in economic conditions globally or in any of the Group's important markets (including as a result of the COVID-19 pandemic), including economic slowdowns, local or global recessions or depressions, increased unemployment levels, inflationary pressures, increased tax rates and/or disruptions to credit and capital markets, could lead to decreased consumer confidence and consumer spending more generally, which in turn could reduce consumer demand for the Group's products. Such deterioration could have a similar impact on the Group's suppliers, distributors and financial counterparties, who may experience cash flow problems, increased credit defaults or other financial issues as a result of adverse economic conditions, which could lead to customer destocking of Group products as well as an increase in bad debt expense. See risk factor 1.4 (COVID-19 may have an impact on the viability of a certain cohort of the Group's on-trade customers) below. As a result, a global economic decline could have a material adverse effect on the Group's business and financial results.

Political and/or social unrest due to government responses to the COVID-19 pandemic, the UK's departure from the European Union, or any other geo-political event can directly impact consumer confidence and demand. Politically motivated violence and terrorist threats and/or acts, including those which target on-trade establishments, could occur in the Group's core markets and impact operations. Any event which negatively influences travel to and within the UK and Ireland, including geo-political events, actual or threatened acts of terrorism or war, pandemics (including COVID-19 and any associated national or international travel restrictions), travel-related accidents, or travelrelated industrial action could disproportionately harm the Group's distribution network. Should political uncertainty increase, this will adversely impact the Group's business, results of operations or financial condition.

1.4 COVID-19 may have an impact on the viability of a certain cohort of the Group's on-trade customers.

The Group is the number one independent "final-mile" drinks distributor to the UK and Ireland hospitality sectors (Source: Group data) with a unique combination of product range, number of customers and delivery reach through its distribution platforms including Matthew Clark and Bibendum and distributes products to on-trade channels such as pubs, bars, restaurants and hotels, which have been severely affected by the COVID-19 pandemic and related government imposed measures to control the spread of the virus.

The pandemic could result in long-term changes in consumer behaviour and preferences that could require new strategies to remain competitive as consumer avoidance of establishments such as restaurants and bars may persist even after government restrictions permit the opening of bars, pubs and other on-trade establishments. As consumers may be hesitant to return to these establishments and the number of visitors to such establishments may be restricted and potentially not recover to pre-COVID-19 numbers immediately or at all, the Group may be adversely affected and experience a detrimental impact as a result of measures that were introduced.

While current restrictive measures are in place in an attempt to contain the virus and possibly after such measures are lifted, the Group may be unable to access supplier credit or receive payments from its customers due to the ongoing economic impacts of the pandemic. Customers may experience cash flow problems due to reduced trade, increased credit defaults and other financial issues which could have a material adverse effect on the Group's business, results of operations or financial condition.

1.5 The Group's operations may be adversely affected by supply chain disruptions, including disruptions caused by the COVID-19 pandemic.

The continuance of COVID-19 and measures introduced to contain the pandemic may create disruptions at all stages of the supply chain, from acquiring raw materials and production to transport through distribution channels. The Group exports its brands to over 40 countries internationally, including in continental Europe, Asia and Australia. The operations of the Group's suppliers and thirdparty brand partners have also been impacted by the COVID-19 pandemic, which has increased the risk that the Group's service providers and other suppliers may experience significant business interruption, delays or disruptions, such as a temporary suspension of operations, a lack of availability of labour to support their operations or longer-term problems in maintaining supply. Supply chain disruptions or labour shortages due to COVID-19 may be exacerbated in emerging market economies that the Group directly or indirectly relies on for supplies where access to vaccines is delayed and public health infrastructure is limited. Disruptions in the Group's supply chains and routes to market, or those of the Group's suppliers, brand partners, distributors or customers could result in further increases in the Group's cost of production and distribution and have a material adverse effect on the Group's business, results of operations or financial condition. See risk factor 2.3 (Inconsistent quality or contamination of the Group's products, including raw materials from suppliers, could harm the integrity of, or customer support for, the Group's brands and adversely affect the sales of those brands) and risk factor 4.3 (The Group's operating results may be adversely affected by disruption to its production and storage facilities) for further information.

2. RISKS RELATING TO THE GROUP AND ITS INDUSTRY

2.1 The Group is subject to increasingly stringent health, safety and environmental regulations, which could result in increased costs and fines, as well as the potential for damage to the Group's reputation.

As a supplier of drink products for human consumption, the Group is subject to health, safety and environmental regulations, including regulations promulgated and enforced by the UK, Irish and European local and national authorities. These directives and regulations relate to sanitation, alcoholic beverage control, the remediation of water supply and use, water discharges, air emissions, waste management, noise pollution, and workplace and product health and safety. The Group is also subject to stringent production, health, quality and labelling regulations. In addition, the Group is subject to regulations relating to asbestos in the workplace. Health, safety and environmental legislation in the UK, Ireland, Europe and elsewhere has tended to become broader and stricter over time, and enforcement has tended to increase over time.

Any failure to comply with health and safety or environmental regulations may lead to increased costs and fines, as well as damage to the Group's reputation. If health, safety and environmental laws and regulations are gradually changed in the future, the extent and timing of investments required to maintain compliance may differ from the Group's internal planning and may limit the availability of funding for other investments or reduce the Group's profitability if it is not possible for the Group to integrate the additional costs into the price of its products.

The quality and safety of the Group's products is of critical importance and COVID-19 presents additional risk to the safe production of the Group's products. Regulatory restrictions, combined with the implementation of heightened safety protocols, such as increased sanitation measures, additional safety equipment and restrictions on access, across the Group's offices and production sites has led to reductions in levels of activity at certain of the Group's production facilities. At this time, only essential employees are attending their normal place of work while all those who can work from home are doing so. Work-related travel has been suspended unless business critical and visitors are no longer allowed at production sites. Staff are also not permitted to move between production facilities to minimise exposure risk. All of the foregoing has further led to reductions in levels of activity at certain of the Group's production facilities.

Although the Group conducts daily audits of its operations to ensure compliance with safety protocols, and all of its facilities have been accredited as COVID-19 secure, the rapidly changing public health situation, including the emergence and spread of new COVID-19 variants, may make the current production processes untenable or require incremental investment. A virus outbreak among employees in any of the Group's production facilities would severely disrupt the Group's productivity and could lead to increased health and safety inspections, fines and reputational damage related to the safety of the Group's production facilities. This coupled with wider disruptions in supply chains and routes to market, or those of the Group's suppliers or customers could result in further increases in the Group's cost of production and distribution thereby impacting profitability which could have a material adverse effect on the Group's business, results of operations or financial condition.

Although the Directors believe that the Group conducts its operations in a way that reduces health, safety and environmental risks and has in place appropriate systems for identifying and managing potential liabilities, there can be no assurance that the Group has identified and is addressing all sources of health, safety and environmental risks, or that such risks, if they result in losses, will be insured in part or at all.

There can be no assurance that the Group will not incur health, safety and environmental losses or that any losses incurred will not have a material adverse effect on the Group's business, results of operations or financial condition. In addition, future changes in health, safety and environmental laws or regulations could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.2 The Group operates in a highly competitive industry and competitive pressures or consolidation within the beverage industry could have a material adverse effect on its business.

The Group faces substantial competition from several international companies as well as regional and local companies (including craft breweries) in the countries in which it operates and competes with other drinks companies across a wide range of consumer drinking occasions. Within a number of categories, the alcoholic beverage industry has been experiencing continuing consolidation among major global producers, as evidenced by business combinations of substantial value carried out by significant competitors in recent years. Consolidation is also taking place among the Group's customers in many countries. In addition, new competing brands may be launched and competitors may increase their marketing or change their pricing policies. Failure to respond to competition could have an adverse impact on sales, profits and cash flow within the Group. These trends may lead to stronger competitors, increased competitive pressure from customers, negative impacts on the Group's distribution network (including sub-optimal routes to customers and consumers), changes in pricing policies, aggressive marketing tactics by the Group's competitors and/or a decline in the Group's market share in any of these categories. Adverse developments in economic conditions or declines in demand or consumer spending, including due to the COVID-19 pandemic, may also result in intensified competition for market share, with potentially adverse effects on sales volumes and prices. Failure to respond to competition including with respect to product development and marketing could have a negative impact on sales, profits and cashflow within the Group and have a material adverse effect on the Group's business, results of operations or financial condition.

2.3 Inconsistent quality or contamination of the Group's products, including raw materials from suppliers, could harm the integrity of, or customer support for, the Group's brands and adversely affect the sales of those brands.

The Group's portfolio of core brands includes: Bulmers, the leading Irish cider brand; Tennent's, the leading Scottish beer brand; Magners, a premium international cider brand; as well as a range of super-premium and craft ciders and beers that it owns or to which it has exclusive distribution rights, such as Heverlee, Five Lamps, Menabrea and Orchard Pig. The success of these brands and those which the Group distributes depends upon the positive image that consumers have of those brands. Any contamination or quality issues with these brands could affect demand for those products and affect future distribution agreements with third-party brands and any of the foregoing could have a material adverse effect on the Group's business, results of operations or financial condition. A lack of consistency in the quality of products or contamination of the Group's products, whether occurring accidentally or through deliberate third-party action, could harm the integrity of, or consumer support for, those brands and adversely affect their sales. Further, inconsistent quality or contamination of products similar to the Group's products or in the same categories as the Group's products could, by association or by confusion with the Group's products, harm the Group's brand image and reputation, adversely affecting sales.

The Group may be subject to civil or criminal liability if contaminants in raw materials, mislabelling of raw materials or defects in the fermentation or bottling process lead to low beverage quality or illness or injury to consumers or if the products do not comply with applicable food safety regulations. In addition, the Group may voluntarily recall or withhold from sale, or be required to recall or withhold from sale, products in the event of contamination or damage. A significant product liability judgment or a widespread product recall could negatively impact the reputation of the affected product or all of the Group's brands for a period of time depending on product availability, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, resulting negative publicity could adversely affect the Group's reputation and brand image.

2.4 Demand for the Group's products may be adversely affected by many factors, including changes in consumer preferences and tastes, as well as social views on alcohol consumption.

To remain competitive, the Group must continue to appeal and adapt to consumer preferences effectively in relation to, among other factors, products, pricing, quality and reliability. Consumer preferences on a global, regional and/or local scale may shift due to a variety of factors, including changes in demographics, evolving social trends (including any shifts in consumer tastes towards athome consumption, small-batch craft beverages, lower or zero alcohol beverages or other alternative products), changes in travel, holiday or leisure activity patterns, weather conditions, public health regulations and/or health and wellness concerns (including as a result of the COVID-19 pandemic), any or all of which may reduce consumers' willingness to purchase alcoholic beverage products from producers such as the Group or at all. The Group's ability to continue to appeal and adapt to consumer preferences is inherently uncertain, and where it is unable to do so, this may reduce the overall market and/or the Group's market share and reduce margins.

In addition, the social acceptability of the Group's products may decline due to negative publicity surrounding, and/or public concerns about, alcohol consumption. Such anti-alcohol publicity or sentiment could also result in further regulatory action, litigation or customer complaints against companies in the alcoholic drinks industry. It is impossible to predict the efficacy of such initiatives and whether increased public health scrutiny will shift consumer preferences away from such drinks. Any of the above changes in consumer preferences could have a material adverse effect on the Group's business, results of operations or financial condition.

As a member of Drinkaware, a resource to help people make better choices about alcohol consumption, C&C is actively involved in and committed to understanding the steps it can take as a producer of alcoholic drinks to reduce alcohol misuse.

2.5 The Group's net revenue is subject to seasonal fluctuations in consumer demand.

The Group's business is affected by holiday and seasonal consumer buying patterns, as well as any price increases or decreases and changes to excise and duty rates. The Group typically generates a large amount of its net revenue and cash during the fourth quarter of each calendar year as customers and distributors increase stock for the Christmas and New Year season (November and December), and the Group's sales are generally lower in the early months of the calendar year. If a major unexpected adverse event occurred during this period, such as a natural disaster, pandemic or economic or political crisis, this may result in a significant reduction in net revenue. Similarly, changes in temperature, such as warm weather in the summer or extremely cold temperatures in the winter, or the occurrence or cancellation of large sporting and music events can result in temporary changes in consumer preferences and impact demand for the types of alcoholic beverages the Group produces and distributes. Any of the aforementioned events could result in a disproportionate deterioration in end-of-year earnings which could have a material adverse effect on the Group's business, results of operations or financial condition.

2.6 The Group is subject to changes in the on-trade channels in the UK and Ireland.

The Group sells the majority of its products through the on-trade channels in the UK and Ireland, which are highly competitive, driven by consumer tastes and sentiment, customer buying power, consolidation and vertical integration of distribution channels. As the COVID-19 pandemic has demonstrated, these markets are sensitive to regulatory and legislative changes within the UK and Ireland which impact the functioning of on-trade establishments. Hospitality sales and profitability have historically shown a strong correlation with gross domestic product, economic confidence and consumer discretionary spending. Consumer discretionary spending is impacted by general economic conditions and the political climate, including economic performance, interest rates, currency exchange rates, political uncertainty, inflation, unemployment levels, availability of customer and supplier credit, taxation rates, stock market performance and consumer confidence. As a result, any events which materially impact travel to and within the UK and Ireland, including geo-political events, actual or threatened acts of terrorism or war, pandemics (including COVID-19 and any associated national or international travel restrictions), travel-related accidents, travel-related industrial action, increased transportation and fuel costs, business and consumer confidence, increased transport-related taxes and natural disasters, could indirectly harm the Group as its on-trade establishments and distribution partners would be directly impacted by such events. Any event which severely impairs the viability of on-trade channels would have a negative impact on the Group's business, results of operation or financial condition.

2.7 The Group is subject to changes in the off-trade channels in the UK and Ireland.

The Group conducts a proportion of its business through the off-trade channels in the UK and Ireland, which are subject to disruption by forces including consumer demand, continual product innovation, regulatory requirements and new technologies. One of the most significant forces impacting the offtrade channel is market consolidation and related disintermediation of the supply chain where the nature of the intermediaries between those who produce goods, those who sell them and ultimately those who buy and consume them are evolving. In its role as a wholesaler, the Group is challenged by the emergence of shifts in how customers transact and changes to how its supply chain partners in the off-trade conduct their business or adopt technology.

The traditional demarcation lines between manufacturers, wholesalers and retailers are eroding and the current era has been one of market consolidation and large mergers and acquisitions among retailers. For example, in 2018 Tesco strengthened its position in the grocery retail sector by diversifying its portfolio into the supply chain and acquiring links with independently owned convenience stores through its merger with Booker. In 2019, the UK Competition and Markets Authority blocked the planned merger of Sainsbury's and Asda which would have given the two supermarket chains control of approximately 40 per cent. of the UK grocery market. Larger mergers such as these could lead to the creation of buying groups or duty rates could increase thereby making products in the off-trade more expensive for consumers and squeezing margins for wholesalers such as C&C. The Group expects continuing consolidation between the leading grocery chains and acquisitions of medium-sized convenience retailers by their larger competitors. In addition, emerging craft producers may choose to focus on direct-to-consumer sales, which could shut off wholesalers if effectively scaled. Any event which severely impairs the revenue or profitability of off-trade channels would have a negative impact on the Group's business, results of operation or financial condition.

2.8 Failure to sustain high levels of consumer awareness and strong brand and corporate images could impact demand for the Group's brands, particularly in light of the COVID-19 pandemic and its impacts on on-trade outlets.

The Group faces considerable risk if it is unable to uphold high levels of consumer awareness, affiliation, sponsorship and purchase intent for its brands. Maintaining and enhancing brand image and reputation through the creation of strong brand identities is crucial for sustaining and driving revenue and profit growth. It is also an important credential as the Group extends its brands into new categories and geographies. The closure of on-trade outlets and the Group's reductions in marketing and brand advertising due to COVID-19 may impact the strength of the Group's brand. See risk factor 1.2 (Developments relating to the outbreak of COVID-19 have had and continue to have an adverse effect on the Group's business, results of operation or financial condition). In addition, negative publicity for one or more of the brands that C&C distributes could cause these products to be unavailable for a period, which could impact the functioning of the Group's distribution networks or reflect poorly on the Group's capabilities or reputation as a distributor.

The Group's reputation may suffer if it is perceived to fail to appropriately restrict access to its online content or if it breaches any marketing regulation, code or policy. In addition, the growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Adverse publicity in the mainstream media or on social media, whether or not justified, may harm the Group's reputation and cause consumers and customers to purchase products offered by its competitors instead of by the Group. For example, in March 2020 Magners was the sponsor of the Cheltenham Gold Cup, which was one of the final mass gatherings in the UK before the country was placed in lockdown as a result of the COVID-19 pandemic and became a popular target for social media criticism for the event organisers and sponsors, resulting in reputational harm that is not possible to quantify. Furthermore, negative posts or comments about the Group, its brands, its distribution networks or its products on social or digital media, whether or not valid, could seriously damage the Group's brands and reputation and have a material adverse effect on the Group's business, prospects, results of operations and financial condition.

2.9 The Group may not be able to derive the expected benefits from its business strategies particularly in relation to organic growth, acquisitions and investments in joint ventures.

The Group's strategy is to deliver earnings growth and this is principally achieved through investment in, and organic growth of, the Group's existing portfolio, brand-led distribution in its core markets and strategic capital allocation through selective acquisitions and partnerships.

The Group has historically grown organically by seeking to improve its price/mix and volumes. In recent years, volume growth has remained low in the UK and Ireland, as volumes sold in certain categories, such as beer and cider, which are the Group's key products and represent the majority of alcoholic drink volumes in the UK and Irish markets, are growing more slowly than, and losing market share to, other products, such as spirits and ready-to-drink beverages, where the Group has a lesser presence. (Source: Euromonitor). The outbreak of COVID-19 has had a profound impact on the global alcoholic drinks industry, including the UK and Irish markets. It is expected that the UK and Irish alcoholic drinks markets will see a gradual recovery following a marked decline in 2020, but slow or declining volumes may continue to impair the ability of the Group to grow organically.

The Group also has a history of growing through acquisitions which involve numerous risks and uncertainties, particularly if such acquisitions are significant. If one or more future acquisitions are completed, the operating results and financial condition of the enlarged Group may be affected by a number of factors, including, for example, the failure of the acquired businesses to achieve the financial results projected in the near or long term; the assumption of unknown liabilities; the difficulties of imposing adequate financial and operating controls on the acquired companies and their management; preparing and consolidating financial statements of acquired companies in a timely manner; integrating the acquired companies into the Group; the diversion of management and other employees' time and attention from other business concerns; cultural differences; and the failure to achieve the strategic objectives of these acquisitions, such as cost savings and synergies.

The Group may also choose to penetrate new markets by entering into additional joint ventures, which may involve the same or similar risks and uncertainties that are involved in acquisitions. The Group will not be able to exercise full control over joint ventures, and would therefore be reliant, to an extent, on its joint venture partner. The Group entered into a joint venture in tenanted pub group Admiral Taverns in 2017, the performance of which has been affected by government measures to curb the spread of COVID-19. See risk factor 1.2 (Developments relating to the outbreak of COVID-19 have had and continue to have an adverse effect on the Group's on-trade business, results of operation and financial condition).

The Group's growth strategies may also result in cash expenditures, which could be funded through the issuance of equity securities (as consideration or otherwise), debt securities or through the incurrence of other indebtedness. Acquisitions may also give rise to amortisation expenses related to intangible assets. Incurrence of additional debt, amortisation expenses or acquisition-related impairments could reduce the Group's profitability and any of the aforementioned occurrences could adversely affect the Group's business, results of operations or financial condition.

3. RISKS RELATING TO THE LEGAL AND REGULATORY ENVIRONMENT IN WHICH THE GROUP OPERATES

3.1 The Group operates in a highly regulated industry, and changes in the legal and regulatory environment could increase the Group's costs and liabilities or limit its business activities.

The majority of countries in which the Group operates regulate the distribution of alcohol products. The Group's operations are subject to extensive regulation, including stringent production, distribution, importation, marketing, advertising, food safety laws, sales, pricing, labelling, packaging, product liability, environmental, health and safety, antitrust, labour, pensions, compliance and control systems, laws and regulations in its production facilities and distribution channels. The Group may be subject to claims that it has not complied with laws and regulations, which could result in fines and penalties, prosecution, reputational damage, or loss of operating licences and the suspension of trade. There can be no assurance that the Group will not incur material costs or liabilities in connection with its compliance with current applicable regulatory requirements or that such regulations will not interfere with, restrict or affect its businesses.

The Group is also routinely subject to new or modified laws and regulations with which it must comply in order to avoid claims, fines and other penalties. Changes in any such applicable laws, regulations or governmental or regulatory policies and/or practices could affect the Group's business practices and cause the Group to incur material additional costs or liabilities that could adversely affect its business and may have an adverse effect on the Group's business, results of operations or financial condition.

3.2 The Group may be adversely affected by changes in government regulations affecting alcohol pricing, sponsorship or advertising.

Changing laws and regulation may impact the Group's ability to distribute, market or sell certain products or could cause the Group to incur additional costs or liabilities that could adversely affect its business. The topic of alcohol and health is under scrutiny in the Group's core markets. This may prompt regulators to take further measures limiting the Group's freedom to operate, such as restrictions and/or bans on advertising, promotion activities, and marketing, including in relation to certain events or towards certain groups, sponsorships, availability of products, including health warnings on labels and restrictions limiting when retail outlets can sell or serve alcohol. Governmental bodies may increase or vary taxes and duties across different retail platforms or impose minimum unit pricing, place restrictions on importation and distribution of alcoholic drinks, or impose other restrictions on the locations or occasions where alcoholic beverages are sold which could impair the sales of the Group's products. For example, MUP was implemented in Scotland on 1 May 2018 and the Welsh government announced that minimum pricing had been introduced on 2 March 2020. The Public Health (Alcohol) Act 2018 was approved in the Republic of Ireland in 2018, but MUP has not yet been implemented. Other alcohol-related public health changes have already come into place in Ireland, however, such as a ban on purchasing alcohol with supermarket vouchers and regulations prohibiting a number of multi-buy schemes. MUP had previously been planned to become effective in Northern Ireland and the Republic of Ireland simultaneously; however, the Irish Minister of State with responsibility for Public Health, Well Being and National Drugs Strategy is targeting for MUP to be implemented in the Republic of Ireland by the end of 2021, while the Northern Ireland health minister has stated that MUP is not expected to be introduced until 2023 at the earliest. MUP may ultimately also come under review in England. MUP or other laws restricting the advertising and sale of alcohol in the Group's countries of operations could lead to lower overall consumption or cause consumers to switch to different product categories. Such restrictive measures and potential change in consumption trends could lead to a decrease in brand equity and sales of the Group's products and affect the Group's commercial freedom to operate, any of which, in turn, could have an adverse effect on the Group's business, financial condition or results of operations.

3.3 The UK's departure from the European Union may contribute to a sustained period of economic and regulatory uncertainty and exchange rate fluctuations which could adversely impact the Group's business and financial results.

On 31 January 2020, the UK formally left the European Union ("Brexit"). The Group is headquartered in Dublin, Ireland and owns and operates manufacturing facilities in County Tipperary, Ireland and Glasgow, Scotland, and disruptions in trade between the UK and Ireland as a consequence of Brexit could adversely impact the Group's logistics, operations and profitability. Although the potential impact of Brexit on the Group's business cannot be fully assessed for some time, it is likely that the transition process will continue to result in a sustained period of economic and regulatory uncertainty and complexity. In addition, regulatory regimes applicable to the Group may be affected by Brexit, including certain employment regulations, the right of EU citizens to work in the United Kingdom, tariffs, procurement and taxation.

On 30 December 2020, the UK and the European Union signed a trade and cooperation agreement (the "Trade and Cooperation Agreement"), which entered into force on 1 May 2021, having been provisionally applied since 1 January 2021, and provides for, among other things, zero-rate tariffs and zero quotas on the movement of goods between the UK and the European Union. The long-term effects of Brexit will depend on the implementation of the Trade and Cooperation Agreement and any future agreements (or lack thereof) between the UK and the European Union and, in particular, any potential changes in the arrangements for the UK to retain access to European Union markets. Brexit could result in adverse economic effects across the UK, Ireland and other EU markets, which could have a material adverse effect on the Group's business, results of operations, financial condition and prospects. See also risk factor 6.2 (The Group is exposed to foreign currency exchange rate risk that could affect operating results and comparability of results between financial reporting periods). The Group could also be subject to changes in laws and regulations following Brexit in a wide range of areas such as intellectual property rights, employment (including restrictions on mobility), environment, supply chain logistics, data protection and health and safety.

The end of the Brexit transition period could also have further implications for the constitutional makeup of the UK as a result of renewed discussions surrounding devolved governments in Scotland and Northern Ireland and/or possible independence for Scotland following the outcome of trade arrangements after Brexit. This could result in a further period of political uncertainty in the UK and could otherwise adversely affect the Group's business and financial results, particularly since the Group has substantial operations and production facilities in Scotland.

3.4 The Group is subject to sudden legal and regulatory changes in the countries where it exports its products, particularly in emerging markets.

The Group exports its brands to over 40 countries globally, including to emerging market economies in Eastern Europe and East and South Asia. Political, economic and legal systems and conditions in emerging market economies are generally less predictable than in countries with more developed institutional structures. Risks associated with doing business in emerging markets include reduced intellectual property protection, uncertainty in enforcing contracts, challenges in obtaining legal redress, particularly against the state or state-owned entities, exchange rate controls, changes in tax regimes, implementation of restrictions on imports, difficulty in adequately establishing, staffing and managing operations and increased risks associated with inflation, recession and currency and interest rate fluctuations. While the majority of the Group's business is in the UK and Ireland, the Group seeks to increase its market share and penetration in emerging markets, which may cause the relevance of the aforementioned risks to increase. Any of the foregoing could have a material adverse effect on the Group's business, results of operations and financial condition.

3.5 Changes in taxation rates and obligations, changes in tax law interpretation and/or tax enforcement actions could adversely affect the Group.

The Group may be adversely affected by changes in rates of corporation tax and government regulations or interpretations of these regulations, including the availability of deferrals, changes in excise duty or taxation on cider and beer in the UK, Ireland and other territories as well as challenges by Her Majesty's Revenue and Customs ("HMRC") regarding transfer pricing arrangements, among others. C&C is an Irish-registered company subject to a statutory corporate tax rate in Ireland that is significantly lower than tax rates in many other European countries and the UK. The Group's effective tax rate is subject to a number of factors, such as local and international tax reform including the OECD's Base Erosion and Profit Shifting project "BEPS", EU directives and initiatives and the consequences of Brexit. In any given financial year, the effective tax rate reflects a variety of factors that may not be present in subsequent financial years and may be affected by changes in profit mix, challenges brought by tax authorities, amendments in tax law, guidance and related interpretations. The Group is reliant on its continuing Irish tax residency for its future tax planning.

UK and Irish regulators from time to time consider increasing excise taxes on the production or sale of alcoholic beverages at varying rates across different products, profits from such beverages, sales, salaries, royalties, interests and/or dividends. Such tax increases are frequently performed by legislative authorities in times of slow or negative economic growth as a means to raise revenue. Tax increases are also used by legislative authorities as a means to deter consumption of alcoholic beverages. Tax authorities across the globe are increasing scrutiny on the pricing of transactions between group companies and in the UK, HMRC has adopted a more rigorous and aggressive approach to levying penalties for taxpayers with incorrect transfer pricing arrangements. It is therefore essential that the Group ensures its transfer pricing outcomes are consistent with reality and applicable guidelines as the penalties associated with incorrect arrangements can be substantial. Changes in or lack of compliance with the latest interpretations of the aforementioned regulations and duties could have an adverse effect on the Group's business, results of operations or financial condition.

3.6 The Group may not be able to protect its intellectual property rights.

The Group owns and licenses trademarks (for, among other things, its product and brand names and packaging) and other intellectual property rights that are important to its business, brands and competitive position. The Group cannot ensure that third parties will not infringe on or misappropriate these rights by, for example, imitating the Group's products, asserting rights in, or ownership of, the Group's trademarks or other intellectual property rights or in trademarks that are similar to trademarks that the Group owns and licenses. In addition, the Group may fail to discover infringement of its intellectual property, and/or any steps taken or that will be taken by it may not be sufficient to protect its intellectual property rights or prevent others from seeking to invalidate its trademarks or block sales of its products by alleging a breach of their trademarks and intellectual property. Applications filed by the Group in respect of new trademarks or patents may not be granted. A failure by the Group to protect its intellectual property rights or the infringement of its intellectual property by third parties could erode brand value and have a material adverse effect on the Group's business, results of operations or financial condition.

3.7 Any breach of the Group's global policies, or a failure by the Group to comply with anti-bribery and corruption laws, competition law, and trade restrictions could have a material adverse effect on the Group's reputation and financial results.

The Group distributes and markets its products on a global scale, including in certain countries that, as a result of political and economic instability, lack well-developed legal systems and/or have potentially corrupt business environments, and therefore could have a higher level of corruption risk for the Group than other countries. As the Group seeks to increase its market share in these countries, any such corruption-related risk further increases for the Group. There is also increasing scrutiny and enforcement by regulators in many jurisdictions of anti-corruption laws, including the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Criminal Justice (Corruption Offences) Act 2018 in Ireland and other jurisdictions' equivalent local laws. If the Group or any of its associates fail to comply with anti-bribery and corruption laws (including antibribery laws), or with existing or new economic sanctions or trade restrictions imposed by the United States, the European Union, the UK or other national or international authorities that are applicable to the Group or its associates, the Group may be exposed to the costs associated with investigating potential misconduct as well as potential legal liability and/or reputational damage which could have an adverse effect on the Group's business, results of operations or financial condition.

4. OPERATIONAL RISKS

4.1 The Group's success depends on retaining key personnel and attracting highly skilled individuals, including in new acquisitions, and the inability to retain these personnel could adversely impact financial results.

The Group's future success depends substantially on the continued service and performance of its executive directors and senior management for the running of its daily operations as well as for the planning and execution of its strategy. In addition, retaining key transitional personnel is critical to the successful integration of the Group's acquisitions. There is strong competition worldwide for experienced senior management and personnel in the food and beverage and distribution sectors. Due to the COVID-19 pandemic, the Group implemented temporary Group-wide salary reductions, including reductions in Board remuneration and at its peak, throughout the financial year ended 28 February 2021, 67 per cent. of total headcount were temporarily furloughed. The Group has availed itself of government support schemes for the payment of wages of furloughed employees, such as the UK's Job Retention Scheme and the Pandemic Unemployment Payment scheme in Ireland, but extended furloughs may have a sustained negative impact on employee morale or cause some employees to seek alternative work. If the Group loses the services of members of its executives or other key management personnel, it may have difficulty, and incur additional costs in replacing them. If the Group is unable to find suitable replacements in a timely manner, its ability to realise its strategic objectives could be impaired, which could have a material adverse effect on the Group's business, results of operations or financial condition.

4.2 The Group may be impacted by volatility in the costs and supply of raw material inputs which cannot be managed through the Group's hedging policy.

The Group is exposed to the risk of changes in commodity prices for materials which are used to produce and distribute its owned and third-party brands. Changes in the price of commodities due to a variety of factors outside the Group's control, such as global supply and demand, fuel and transportation costs, weather conditions, crop failures and governmental controls, may result in increases in the cost of raw and packaging materials for the Group's products. For example, poor harvests of any raw materials used in the production of the Group's products, such as apples (which are predominantly sourced in Ireland) and barley (which is predominantly sourced in Scotland), will likely increase input costs. Reduced supply of raw materials may interrupt the supply of the Group's products, adversely impacting its results and reputation. The Group seeks to minimise these input risks through long-term or fixed price supply agreements, but it does not seek to hedge its exposure to commodity prices by entering into derivative financial instruments. If the Group is unable to manage the prices and availability of its raw materials effectively, this could have a material adverse effect on the Group's prospects, results of operations and financial condition.

4.3 The Group's operating results may be adversely affected by disruption to its production, distribution and storage facilities.

The Group is a vertically integrated route-to-market business which manufactures and distributes both owned and third-party brands. As such, the Group owns and/or operates over 30 production, distribution and storage facilities throughout the UK and Ireland. The Group distributes its own products itself or through third-party owned distribution facilities in England. If there was a technical failure, or a fire, explosion, flood or other significant event at the Group's or a third-party production or distribution facility, this could result in significant damage to the facilities, plant or equipment, their surroundings and/or the local environment and/or injury or loss of life. Temporary or permanent loss of any of the Group's production sites or distribution depots for its owned or third-party brands would have an immediate adverse effect on the Group's profitability and operations.

Furthermore, a significant portion of the Group's production takes place at the Group's Clonmel plant in Ireland and its Wellpark Brewery in Glasgow. If disruptions were to take place at either of these key sites, this could have a negative impact on the Group's operations. The occurrence of any of the foregoing could lead to a loss of production capacity or slowdown in distribution, resulting in regulatory action or legal liability, and/or damage the Group's reputation and have a material adverse effect on the Group's business, results of operations or financial condition.

4.4 The Group relies on key third-party suppliers for the delivery of outsourced services to the Group.

The Group depends on the provision of services by third parties including delivery services, information technology, web hosting and cloud-based services, human resource operations, technical support and insurance products. As a result, the Group's operations are subject to a number of risks, some of which are outside of its control, including failure of a supplier or vendor to provide the required level of service, comply with the terms of an agreement with the Group; interruption of operations or increased costs in the event that a supplier or vendor ceases its business due to insolvency or other unforeseen circumstances; failure of a supplier or vendor to comply with applicable legal and regulatory requirements or the Group's policies; and difficulty in managing the workforce, labour unrest or other employment issues. This in turn, may affect the Group's relationship with its customers and damage its reputation. In addition, the Group may incur liability to third parties as a result of the actions of its supplier or vendor. Outsourced services may cease to be provided, for example due to a contract period expiring or a contract being terminated, and there can be no guarantee that the chosen suppliers or vendors will be able to provide the functions for which they have been contracted. Although the Group may replace suppliers or vendors or decide to perform functions itself, the Group cannot ensure that such substitution can be accomplished in a timely fashion or without significant costs or disruption to its operations. Any failure of counterparties to deliver the contracted services could have a material adverse effect on the Group's business, results of operations or financial condition.

4.5 The Group has extensive contracts to produce and distribute third-party brands, and failure to maintain or renegotiate distribution, supply, manufacturing or licence agreements on favourable terms could impact profit margins.

Operating under the Matthew Clark, Bibendum, Tennent's and Bulmers Ireland brands, the Group supplies over 34,000 pubs, bars, restaurants and hotels, and is a key route-to-market for major international beverage companies, in addition to smaller local and regional players. The Group is reliant on the performance of distribution and logistics partners for the dissemination of its products in the UK and in international markets. The Group has contracts in place to distribute a wide range of third-party brands. For example, in January 2021 the Group entered into a partnership with UK craft beer producer Innis & Gunn to sell and distribute its products across the on-trade channels in the UK and Ireland. These agreements with third parties account for the majority of the Group's third-party income, however they may fail to bring expected benefits to the Group. Should the Group lose these distribution contracts and fail to replace them with alternatives, this loss could result in significant loss of revenue as well as a loss of margin within the Group's commercial business units. The Group also has contracts in place to produce and/or package third-party brands. The loss of these contracts could further impact earnings and profitability. Any material impairments to distribution, supply, manufacturing or licence agreements could adversely affect the Group's business, results of operations or financial condition.

4.6 The Group may experience the loss of a production or storage facility or the failure of key IT infrastructure, including as a result of cyber-attacks, leading to operations disruption or breach of data protection regulation which could adversely impact the Group's reputation and financial results.

Circumstances such as the prolonged loss of a production or storage facility or disruptions to its supply chains or critical IT systems may interrupt the supply of the Group's products. The Group has multiple production facilities, fire safety standards, security and disaster recovery protocols, and maintains business interruption and other insurances, but the prolonged loss of the use of production or storage facilities for any reason, including fire or another natural disaster, could impair the Group's operations, including its ability to produce its products and/or supply the products to its customers.

The Group's production and distribution channels are reliant on IT infrastructure to facilitate its ability to monitor and control its stock levels, assets and operations, adjust to changing market conditions and customer needs. Any significant disruptions or failure in these systems to operate as expected could, depending on the magnitude of the problem, adversely affect proper functioning of the Group's business, including by limiting its capacity to effectively monitor and control its assets and operations, its ability to provide expected service levels to customers and its delivery capabilities in a timely manner. In April 2021, the Group's wholly-owned subsidiary, Matthew Clark Bibendum Limited ("MCB"), was the subject of a cyber-security incident, which impacted both Matthew Clark and Bibendum. MCB responded quickly, enacting its cybersecurity response plan and taking steps to protect its IT systems. Additionally, the Group engaged a leading forensic information technology firm and legal counsel to assist the Group in investigating the incident and restoring the IT systems as quickly and as safely as possible. As part of the cybersecurity response plan, the Group contacted all stakeholders on the actions the Group had taken and notified the relevant authorities, including the Information Commissioner's Office. This incident did not affect the IT systems of the wider C&C Group, which continued to operate as normal. The recent incident affecting Matthew Clark and Bibendum IT systems has emphasised the need for continued focus on information security. The Group has commenced a detailed review of its information security and cyber preparedness policies and processes.

COVID-19 also poses specific IT risks including the potential for key personnel to contract the virus or for the Group's IT support services to be unable to discharge their obligations due to the impact of the virus on their own operations. The integration of new technologies, including third-party technology, is of importance to the Group's strategy going forward, as well as its ability to cope with operational changes due to the COVID-19 pandemic. A failure to integrate new technology or provide adequate IT functionality could affect the proper functioning of the Group's business or require additional capital expenditures. In addition, the Group's information technology systems may be subject to damage and/or interruption from power outages; computer, network and telecommunications failure; computer viruses; security breaches and usage errors by its employees. The Group is exposed to the risk of external parties gaining access to Group systems to deliberately disrupt business, steal information or commit fraud and increased levels of cybercrime represent a threat to the Group's businesses and may lead to business disruption or loss of data. An internal or external security attack could lead to a potential loss of confidential information and disruption to the Group's transactions with customers and suppliers.

4.7 Direct privacy breaches or any failure to protect confidential information could harm the Group's reputation and expose it to litigation.

The Group is subject to a number of laws relating to privacy and data protection, including, in particular, the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the GDPR as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and relevant statutory instruments, the United Kingdom's Data Protection Act 2018, similar laws in Ireland and the EU Privacy and Electronic Communications Regulations. Such laws govern the Group's ability to collect, use and transfer personal data, including relating to its customers and business partners, as well as any such data relating to its employees and others. The Group routinely transmits and receives personal, confidential and proprietary information (such as debit and/or credit card details of its customers) by electronic means and therefore relies on the secure processing, storage and transmission of such information in line with regulatory requirements. Therefore, the Group is exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, damaged or processed in breach of privacy or data protection laws which could lead to the imposition of fines or regulatory action, together with associated negative publicity. The Group's MCB subsidiary became aware in April 2021 that it was the subject of a cyber-security incident. As of the date of this Prospectus, the incident remains under investigation by the Group with the support of a leading forensic information technology firm and legal counsel. Breaches of the GDPR can result in fines of up to 4 per cent. of annual global turnover.

Any perceived or actual failure by the Group, including its third-party service providers, to protect confidential data or any material non-compliance with privacy or data protection or other consumer protection laws or regulations may harm its reputation and credibility, adversely affect revenue, reduce its ability to attract and retain customers, result in litigation or other actions being brought against the Group and the imposition of significant fines and, as a result, could have a material adverse effect on the Group's business, results of operations or financial condition.

4.8 The Group may be subject to stringent labour laws, and any work stoppages, other industrial action or increased labour costs may affect operations and profitability.

In the UK and Ireland, some of the Group's employees are members of trade unions. The Group may be required to consult with and seek the consent, advice or opinion of the representatives of these trade unions about specific matters materially affecting employees' rights and obligations. The terms and conditions of any agreements with trade unions could increase the Group's costs or otherwise affect its ability to implement future operational changes to enhance its efficiency and performance. Any work stoppage, trade union dispute or other industrial action could significantly affect the Group's productivity and operations. The Group is subject to applicable legislative requirements in the jurisdictions in which it operates, including rights on termination of employment. These regulations, laws or requirements could increase the Group's costs or limit the Group's flexibility to change production arrangements, which could have a material adverse effect on the Group's prospects and results of operations. Such laws also provide for periodic inspections by the authorities, and any findings of violations of applicable regulations may result in administrative, civil and criminal penalties.

In addition, wage rates for a certain number of the Group's employees are at, or slightly above, the National Living Wage in the UK. Any future increase in the National Living Wage would increase the Group's operating and employment costs. As the National Living Wage increases, the Group may be required to increase not only the wage rates of its National Living Wage employees but also the wages paid to the employees at wage rates that are above the National Living Wage.

As at 28 February 2021, approximately 80 per cent. of the Group's employees were located in the UK, some of whom were non-UK EU citizens. Regulatory regimes applicable to the Group including certain employment regulations and the right of EU citizens to work in the UK may be affected by Brexit resulting in the need to find new staff at a potentially higher cost. See risk factor 3.3 (The UK's departure from the European Union may contribute to a sustained period of economic and regulatory uncertainty and exchange rate fluctuations which could adversely impact the Group's business and financial results) above for more information. Increases in labour costs as a result of any of the foregoing factors could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

5. ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

5.1 Failure to implement sustainability policies or comply with regulations to address climate change could significantly impact the Group's reputation and future growth.

The Group has an extensive ESG strategy in place for evaluating risks associated with its sources of raw materials, such as aquifers, orchards and maltings, but it is impossible to predict the continued availability and security of the sources of the Group's raw materials and all weather changes and potential regulatory measures that the Group will be subject to in the future.

C&C is reliant on a steady supply of raw materials, energy and water to produce its beverages. There is a risk that input costs may be subject to volatility and inflation due to economic uncertainty, and significant changes in the availability or price of raw materials, commodities, energy and water may result in a shortage of those resources or increased costs. The continued supply of raw materials may be affected by seasonal weather patterns or by unexpected natural disasters and the Group's financial condition is exposed to fluctuations in the prices and availability of these raw and packaging materials as well as the continuity of its water supply.

The weather-related effects of climate change or the regulatory measures designed to address climate change may affect the Group's supply or costs in obtaining raw materials. In the event that weather patterns and climate change, or legal, regulatory or market measures enacted to address such climate change or other environmental concerns, have a negative effect on agricultural productivity in the various regions from which the Group procures its raw materials, the Group may be subject to decreased availability or increased prices for a number of raw materials that are necessary in the production of the Group's or its partners' products, including apples, hops and barley.

Water, which is a main ingredient in substantially all of the Group's products and consumed within its agricultural supply chain, is also a limited resource in many parts of the world. As demand for water continues to increase, and as water becomes scarcer and the quality of available water deteriorates, the Group may be affected by increased production costs (including as a result of increases in certain water-related taxes or related regulations) or capacity constraints, which in turn could adversely affect the Group's business and financial results.

The Group is required to report greenhouse gas emissions, energy usage data and related environmental information from its facilities in Ireland and the UK to a variety of entities, including complying with the European Union Emissions Trading Scheme. If the Group is unable to accurately measure and disclose such data in a timely manner, it could be subject to penalties in such jurisdictions. In addition, increased governmental or public pressure for further reductions in greenhouse gas emissions and/or to address any other perceived environmental issues could damage the Group's reputation and cause it to incur increased costs for energy, transportation and raw materials, as well as potentially require the Group to make additional investments in facilities and equipment, thus adversely impacting the Group's business, results of operations or financial condition.

5.2 The Group may be affected by litigation directed at companies operating in the alcoholic beverages industry.

C&C and other companies operating in the alcoholic beverage industry are or may be, from time to time, exposed to class action or other private or governmental litigation and claims relating to product liability, alcohol marketing, advertising or distribution practices, alcohol abuse problems or other health consequences arising from the excessive consumption of or other misuse of alcohol, including underage drinking. Any such litigation or other actions may be expensive to defend and result in damages, penalties or fines as well as reputational damage to the Group or its brands, and/or impact the ability of management to focus on other business matters, and may adversely affect the Group's business, results of operations or financial condition.

5.3 The Group's failure to continue to evolve its workplace culture, diversity and inclusion could impact its reputation and delivery of its strategy.

The cultural behaviours and personal interactions with others exhibited by the Group's management team and other key representatives (as manifested through day-to-day decision-making, attitudes and conduct) may not be aligned with the long-term interests of shareholders, the board's risk appetites, compliance with laws and regulations and/or the core values most accepted and rewarded by the marketplace. The Group has established an ESG committee and is working to increase diversity at the Board level, but there is no guarantee that these efforts will succeed in the long term. If the Group fails to maintain an inclusive workplace culture, it may be unable to retain or recruit talented employees and managers, which could negatively affect the Group's financial results and delivery of its business strategy.

6. FINANCIAL AND INDEBTEDNESS RISKS

6.1 The Group is reliant on the continuing availability of financing arrangements that allow it to maintain its commercial and financial flexibility and could be subject to unexpected needs for liquidity in the longer term, which could be exacerbated by factors beyond its control, including adverse capital and credit market conditions.

C&C focuses upon cash generation to manage debt levels, ensuring target debt and servicing levels are maintained and capital allocation strategies are followed. A reduction in trading as well as the Group's reduced ability to access supplier credit due to the COVID-19 pandemic and the unwinding of the Group's on-trade debtor securitisation facility have severely curtailed the Group's cash generation. It is the Group's policy to ensure that a structure of medium- and long-term debt funding is in place to provide it with the financial capacity to deliver on its strategic objectives. The Group manages its borrowing capability through a combination of committed bank loan facility agreements, term loans, receivables financing arrangements and privately placed debt. The Group is likely to seek to refinance its debt in the longer term, with the next significant refinancing event expected to take place in or around 2023 relating to the Revolving Credit Facility, but there is no guarantee that it will be able to do so on terms which it finds acceptable or that those terms will not limit its commercial and financial flexibility.

The Group may need to raise additional funds for its future capital needs in the longer term, including its investment in Admiral Taverns, or to refinance its current funding through public or private financing, strategic relationships or other arrangements. There can be no assurance that the funding, if needed, will be available on attractive terms, or at all. Furthermore, any additional financing arrangements may be dilutive to shareholders, and debt financing, if available, may involve restrictive debt-related covenants. In addition, debt financing, refinancing or additional equity funding may be materially more expensive due to the lack of liquidity in the market and the general lack of confidence in the equity markets. The Group's failure to raise capital when needed in the longer term could have an adverse effect on its business, financial condition and/or results of operations. Although the Group works to appropriately manage its cash position by diversifying its fundraising measures and expanding its fundraising sources, there are times it may be difficult for the Group to secure the funds required or the Group may be forced to procure funds when interest rates are significantly higher than ordinary rates in normal circumstances due to turmoil in financial markets or changes in the market environment.

COVID-19 may also impact the Group's ability to access supplier credit adding to the existing generally weaker credit environment. Suppliers may implement stricter credit terms that may be less favourable to the Group and could therefore have a negative impact on the Group's business. There is also a risk of a loss when a customer and/or counterparty defaults on its payment obligations to the Group, such as loans to customers and advances to customers. Such a default could cause a significant loss which could potentially adversely affect the Group's financial results and have a material adverse effect on the Group's business, results of operations or financial condition. If, in the longer term, the Group is not able to generate sufficient cash for balancing debt levels or access capital markets, this may affect its ability to maintain its financial flexibility.

6.2 The Group is exposed to foreign currency exchange rate risk that could affect operating results and comparability of results between financial reporting periods.

C&C's extensive operations in the UK and Ireland make the Group vulnerable to fluctuations in exchange rates, particularly between euro and pounds sterling. The Group's reporting currency is euro, but the majority of earnings and cash-flows are in pounds sterling, and the Group primarily pays its suppliers in pounds sterling. In addition, the Group transacts in foreign currencies and consolidates the results of non-euro reporting foreign operations. Economic uncertainty related to COVID-19 and the exit of the UK from the European Union has caused continuous movement in exchange rates. In particular, although the Group is receiving reduced cash flow in pounds sterling, it is still required to make payments in sterling and thus the Group's foreign currency hedging policy has been adversely affected by the economic decline resulting from the COVID-19 pandemic. See risk factor 1.3 (The Group's business may be adversely impacted by economic or political instability and/or uncertainty, in particular relating to the COVID-19 pandemic) and 3.3 (The UK's departure from the European Union may contribute to a sustained period of economic and regulatory uncertainty and exchange rate fluctuations which could adversely impact the Group's business and financial results). Fluctuations in value between euro and other currencies, particularly pounds sterling, may impact the Group's revenue, costs, operating profits and balance sheet which may have a material adverse effect on the Group's business, results of operations or financial condition.

6.3 The Group may be adversely impacted by fluctuations in interest rates, mainly through increased interest expense.

The Group finances a portion of its operations through interest bearing loans and may conduct additional debt financing through bank loans or issuance of corporate bonds. A portion of its shortterm borrowings from third parties carries floating interest rates, which fluctuate based on market interest rates. The Group has a range of credit management controls which are regularly monitored by management to minimise adverse effects from interest rate fluctuations, but if interest rates increase, the applicable interest rate on the Group's borrowings with floating interest rates will increase. In addition, despite a significant portion of the Group's long-term borrowings having fixed interest rates, increases in market interest rates will increase the Group's interest expense to the extent it refinances such debt or increases the amount of such debt to fund its operations or finance capital expenditures which could have a material adverse effect on the Group's business, results of operations or financial condition.

6.4 Goodwill, other intangible assets and equity accounted investments represent a significant portion of the Group's assets, and any impairment of these assets could negatively impact its results of operations and financial condition.

The Group holds significant amounts of goodwill, intangible assets and equity accounted investments on its balance sheet, and there is a risk that internal impairment testing could fail to ensure that goodwill, other intangible assets and equity accounted investments, including brands, are carried at their recoverable amounts. In line with the requirements of IAS 36 (Impairment of Assets), management tests goodwill balances annually for impairment, and also tests intangible assets and equity accounted investments where there are indicators of impairment. For example, in the 2021 financial year, management recorded an impairment of €8.9 million with respect to its carrying value of its investment in Admiral Taverns and in the 2020 financial year, management recorded an impairment of €34.1 million in the Group's North America reporting division in respect of intangible assets, namely the Group's Woodchuck suite of brands. Although the Group's audit team has taken steps to address this risk, concluding that all disclosures materially comply with the applicable requirements of IAS 36, there is no guarantee that additional brand or goodwill impairment will not occur in the future. The Group's brands are considered at risk of future impairment in the event of significant unfavourable changes in the forecasted cash flows (including prolonged weakening of economic conditions, the economic effects of COVID-19 or significant unfavourable changes in tax, environmental or other regulations, including interpretations thereof). Any future impairment of the Group's goodwill, intangible assets and equity accounted investments could negatively impact the Group's business, results of operation or financial condition.

6.5 The Group is subject to changes in accounting policies, which could have a material impact on its results of operation.

As required by EU law and by the terms of its financing documents, the Group's financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), and as applied in accordance with the Irish Companies Act 2014, applicable Irish law and the Listing Rules of the FCA. The Group first adopted IFRS 16 from 1 March 2019. As of the date of this Prospectus, there have been no material changes to the income statement or existing banking covenants as a result of adopting IFRS 16 or any other new IFRS standards, but there is no way to fully predict how changes in accounting policy may affect future banking agreements or financial statements which could subsequently have a material adverse effect on the Group's business, results of operations or financial condition.

7. RISKS RELATING TO THE RIGHTS ISSUE AND THE NEW ORDINARY SHARES

7.1 The value of an investment in the Nil Paid Rights, Fully Paid Rights or the New Ordinary Shares may go down as well as up and any fluctuations may be material.

C&C Group plc's share price has fluctuated and may continue to fluctuate. The market price of the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares could also be subject to significant fluctuations due to a change in sentiment in the market regarding these securities. The factors which may affect C&C Group plc's share price, and the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, include (but are not limited to):

• fluctuations in the trading volume of Ordinary Shares, Fully Paid Rights or Nil Paid Rights resulting in changes in the market price without any apparent correlation to the earnings or results of the Group;
• the Group's expected and actual performance and the performance of the industries and markets in which it operates;
• speculation regarding mergers or acquisitions involving, and/or major divestments by, the Group or its competitors;
• future issues of Ordinary Shares, or large purchases or sales of Ordinary Shares in the market; and
• announcements of changes in C&C Group plc's credit rating.

Furthermore, C&C Group plc's share price, and the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, may fall in response to market appraisal of its current strategy or if the Group's operating results and/or prospects from time to time are below the prior expectations of market analysts and investors. In addition, stock markets have from time to time experienced significant price and volume fluctuations that have affected the market price of securities and which may be unrelated to the Group's operating performance and prospects.

Any of these events could result in a decline in the market price of the Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares. Should that occur, Shareholders who take up their rights under the Rights Issue will suffer an immediate unrealised loss as a result.

7.2 An active trading market in the Nil Paid Rights or the Fully Paid Rights may not develop.

An active trading market in the Nil Paid Rights or the Fully Paid Rights may not develop on the London Stock Exchange during the trading period. In addition, because the trading price of the Nil Paid Rights and the Fully Paid Rights depends on the trading price of the Ordinary Shares, the prices of the Nil Paid Rights and the Fully Paid Rights may be volatile and subject to the same risks as noted in the risk factor directly above and elsewhere herein. The existing volatility of the Ordinary Shares may also magnify the volatility of the Nil Paid Rights and the Fully Paid Rights.

There is no guarantee that an active trading market in the Ordinary Shares will be maintained after Admission.

7.3 Shareholders who do not (or are not permitted to) acquire their full entitlement to New Ordinary Shares in the Rights Issue will experience dilution in their ownership of the Company.

If any Shareholder does not take up the offer of New Ordinary Shares under the Rights Issue, either because the Shareholder is in the United States or another jurisdiction where their participation is restricted for legal, regulatory or other reasons or because the Shareholder does not respond by 11.00 a.m. on 18 June 2021, the expected latest time and date for acceptance and payment in full for that Shareholder's provisional allotment of the New Ordinary Shares, and that Shareholder's Nil Paid Rights to subscribe for the New Ordinary Shares lapse, the Shareholders' proportionate ownership and voting interests in the Company will be reduced and the percentage that their Shares will represent of the total share capital of the Company will be reduced accordingly. If a Shareholder does not take up any of their entitlement to New Ordinary Shares, their proportionate shareholding will be diluted by 20.7 per cent. In addition, if Shareholders do not (or are not permitted under the terms of the Rights Issue to) apply for a material amount of their rights, the share price of the Company might be negatively affected. Even if a Shareholder elects to sell his or her unexercised Nil Paid Rights, or such Nil Paid Rights are sold on his or her behalf, the consideration he or she receives may not be sufficient to compensate him or her fully for the dilution of his or her percentage ownership of the Company's share capital that may be caused as a result of the Rights Issue.

7.4 If there is a substantial decline in the price of the Ordinary Shares, the Nil Paid Rights may become worthless.

The public trading market price of the Ordinary Shares may decline below the Issue Price for the New Ordinary Shares. Should that occur after Shareholders exercise their rights in the Rights Issue, Shareholders will suffer an immediate unrealised loss as a result. Following the exercise of rights, such Shareholders may be unable to sell New Ordinary Shares at a price equal to or greater than the Issue Price for these shares.

Shareholders who decide not to exercise their Nil Paid Rights may also sell or transfer their Nil Paid Rights. If the public trading market price of the Ordinary Shares declines below the Issue Price for the New Ordinary Shares, investors who have acquired any such Nil Paid Rights in the secondary market will suffer a loss as a result.

7.5 Any future issues of Ordinary Shares and/or sales of Ordinary Shares by major Shareholders may further dilute the holdings of current Shareholders and could adversely affect the market price of the Ordinary Shares.

Other than the issue of shares under the Rights Issue, the Company has no current plans for an offering of Ordinary Shares. However, it is possible that the Company may decide to offer additional Ordinary Shares in the future either to raise capital or for other purposes. If Shareholders do not take up such offer of shares or are not eligible to participate in such offering, their proportionate ownership and voting interests in the Company would be reduced and the percentage that their Ordinary Shares would represent of the total share capital of the Company would be reduced accordingly. Furthermore, if the Company's major Shareholders sell substantial amounts of the Shares in the public market, the market price of the Ordinary Shares could fall. The perception among investors that these sales could or will occur could also produce this effect. An additional offering, or significant sales of Ordinary Shares by major Shareholders, could have a material adverse effect on the market price of the Ordinary Shares.

7.6 Investors will need to adhere to deadlines set by their custodians, Euroclear Bank and Euroclear UK for acceptance and payment under the rights issue, as well as by the issuer.

The latest time for acceptance by Shareholders under the Rights Issue is 11.00 a.m. on 18 June 2021. Different deadlines and procedures for applications will, however, apply for persons holding Ordinary Shares through the Euroclear System or (via a holding of CDIs) the CREST system. Such persons will need to comply with the acceptance and payment deadlines imposed by their respective custodian, stockbroker or other intermediary, as well as those imposed by Euroclear Bank and Euroclear UK. These deadlines will be earlier than that prescribed by the Company. All persons affected are recommended to consult with their custodian, stockbroker or other intermediary at the earliest opportunity. Shareholders' failure to comply with such acceptance and payment deadlines will result in their being unable to participate in the Rights Issue.

7.7 Shareholders located outside the UK and Ireland and holders of ADSs may not be permitted to take up their entitlements under the Rights Issue.

Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by Shareholders resident in such jurisdictions in the Rights Issue. In particular, neither the Nil Paid Rights, the Fully Paid Rights nor the New Ordinary Shares will be registered under the US Securities Act and therefore Shareholders located in the United States may not be permitted to take up their entitlements under the Rights Issue unless an exemption from the registration requirements of the US Securities Act is available. Qualifying Shareholders with a registered address in, or who are a resident in or are citizens of, countries other than the UK and Ireland should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or the New Ordinary Shares.

In particular, holders of ADSs will not be permitted to receive Provisional Allotment Letters, exercise their Nil Paid Rights or Fully Paid Rights and subscribe for New Ordinary Shares. Any entitlement under the Rights Issue in respect of the Ordinary Shares represented by ADSs will be governed by the terms of the Deposit Agreement and, as such, it is expected that they will, to the extent practicable, be sold by the Depositary, being Deutsche Bank Trust Company Americas, and the proceeds, if any, of that sale would be distributed to holders of ADSs. Distribution of such proceeds would be net of any distribution fees payable to the Depositary and other charges or expenses incurred by the Depositary, taxes and any other governmental charge. Securities laws of certain other jurisdictions may restrict the Company's ability to allow participation by Shareholders in such jurisdictions in any future issue of Ordinary Shares carried out by the Company.

If rights to New Ordinary Shares are not validly taken up, in accordance with the procedure laid down in this Prospectus for acceptance, instruction and payment, then that provisional allotment will be deemed to have been declined and will lapse. The Underwriters will use reasonable endeavours to procure, by not later than 4.30 p.m. on 23 June 2021, subscribers for all (or as many as possible) of those New Ordinary Shares not taken up at a price per New Ordinary Share which is at least equal to the aggregate of the Issue Price and the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax). If a Shareholder is not able to take up Nil Paid Rights granted in respect of Existing Ordinary Shares under the Rights Issue, then it will, therefore, suffer dilution, as described above. In addition, such a Shareholder may not receive the economic benefit of such Nil Paid Rights as there is no assurance that the procedure in respect of Nil Paid Rights not taken up will be successful either in selling the Nil Paid Rights or in respect of the prices obtained.

7.8 A Shareholder or an investor whose principal currency is not pounds sterling is exposed to foreign currency risk.

The Ordinary Shares are denominated in euro and are quoted and traded in pounds sterling on the London Stock Exchange and the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares will be traded and quoted in the same way. An investment in Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares by an investor whose principal currency is not pounds sterling exposes the investor to foreign currency risk. Any depreciation of pounds sterling in relation to such foreign currency would reduce the value of the investment in Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares or any dividends in foreign currency terms, and any appreciation of pounds sterling against such other currency would increase the value in foreign currency terms.

7.9 The level of any dividend paid in respect of the Ordinary Shares is subject to a number of factors.

The level of any dividend paid in respect of the Ordinary Shares is within the discretion of the Board and is subject to a number of factors, including the business and financial condition (including any continued impact COVID-19 may have on this), earnings, cash flow of, and other factors affecting, the Group, as well as the availability of retained earnings and of funds from which dividends can be legally paid. Any reduction in dividends paid on the Ordinary Shares from those historically paid, or the failure to pay dividends in any financial year, could adversely affect the market price of New Ordinary Shares.

7.10 The ability of non-Irish Shareholders to bring actions or enforce judgments against the Company or the Directors may be limited.

The ability of a non-Irish Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in Ireland. The rights of Shareholders are governed by Irish law and by the Company's Articles of Association. These rights differ from the rights of shareholders in typical US corporations and some other non-Irish corporations. In particular, Irish law significantly limits the circumstances under which shareholders of Irish companies may bring derivative actions. Under Irish law, in most cases, only the Company can be the proper claimant for purposes of bringing proceedings in respect of wrongful acts committed against it. In addition, Irish law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders in a US corporation. A non-Irish Shareholder may not be able to enforce a judgment against some or all of the Directors. The Directors are residents of Ireland, the UK, Italy and the United States. Consequently, it may not be possible for a non-Irish Shareholder to effect service of process upon the Directors within the non-Irish Shareholder's country of residence or to enforce against the Directors judgments of courts of the non-Irish Shareholder's country of residence based on civil liabilities under that country's securities laws. A non-Irish Shareholder may not be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than Ireland against the Company and/or Directors who are residents of Ireland or countries other than those in which judgment is made. In addition, Irish or other courts may not impose civil liability on the Directors in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in Ireland or other countries.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates (other than the Record Date) in the table below is indicative only and may be subject to change. (1), (2), (3), (4), (6)

Record Date for entitlement under the Rights Issue for Qualifying Shareholders, Qualifying Euroclear Shareholders and Qualifying CDI Holders Close	of business on 24 May 2021
Announcement of Rights Issue 26	May 2021
Prospectus and 2021 Annual Report published	26 May 2021
Despatch of Provisional Allotment Letters (to Qualifying Certificated Shareholders only) 26	May 2021
Dealings in New Ordinary Shares, nil paid, commence
on the London Stock Exchange8.00	a.m. on 27 May 2021
Existing Ordinary Shares marked "Ex-Rights" by the London Stock Exchange8.00	a.m. on 27 May 2021
Nil Paid Rights and Fully Paid Rights enabled by Euroclear Bank 8.00	As soon as practicable after a.m. on 27 May 2021
Euroclear Subscription Rights (representing, Nil Paid Rights) credited to accounts of Admitted Institutions in Euroclear Bank (Qualifying Euroclear Shareholders only) 8.00	As soon as practicable after a.m. on 27 May 2021
CDI Rights (representing Nil Paid Rights) credited to stock accounts in CREST (Qualifying CDI Holders only)8.00	As soon as practicable after a.m. on 27 May 2021
CDI Rights (representing Nil Paid Rights and Fully Paid Rights) enabled in CREST8.00	As soon as practicable after a.m. on 27 May 2021
Nil paid trading period on the London Stock Exchange ends	Close of business on 11 June 2021
Latest time and date for acceptance and payment by settlement in CREST (Qualifying CDI Holders only)12.00	Noon on 15 June 2021
Latest time and date for depositing Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter into Euroclear Bank3.00	p.m. on 15 June 2021
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid 3.00	p.m. on 16 June 2021
Latest time and date for receipt of an acceptance and payment in full by Euroclear Bank from Admitted Institutions (Qualifying Euroclear Holders only)10.00	a.m. on 18 June 2021(5)
Latest time and date for receipt of an acceptance, payment in full and registration of renunciation of Provisional Allotment Letters (Qualifying Shareholders only)11.00	a.m. on 18 June 2021
Results of Rights Issue to be announced through a Regulatory Information Service by	8.00 a.m. on 21 June 2021
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange 8.00	a.m. on 21 June 2021
Euroclear Shares credited to accounts of Admitted Institutions in	As soon as practicable
Euroclear Bank (Qualifying Euroclear Shareholders only)after	8.00 a.m. on 21 June 2021
CDIs credited to CREST stock accounts (Qualifying CDI Holders only)after	As soon as practicable 8.00 a.m. on 21 June 2021
Despatch of definitive share certificates for the New Ordinary Shares in certificated form (to Qualifying Certificated Shareholders only) and premium payments (if applicable) in respect of Nil Paid Rights not taken upby	2 July 2021

• (1) The ability to participate in the Rights Issue is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in jurisdictions outside the UK and Ireland, details of which are set out in Part III (Terms and Conditions of the Rights Issue) of this Prospectus.
• (2) The times and dates set out in the expected timetable of principal events above and mentioned throughout this Prospectus are indicative only and may be adjusted by the Company (with the agreement of, in certain circumstances, the Underwriters), in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.
• (3) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Existing Ordinary Shares through a Euroclear Bank Admitted Institution, in CDI form or through another nominee, that person may set an earlier date for application and payment than the dates noted above.
• (4) The Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be converted into book-entry form, that is, deposited into the Euroclear System. Similarly, Nil Paid Rights or Fully Paid Rights held through the Euroclear System may be converted into certificated form, that is, withdrawn from the Euroclear System. Holders of Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter are urged to contact their broker and/or custodian if they wish to deposit (mark up) Nil Paid Rights or Fully Paid Rights into the Euroclear System (and to arrange for the issue of CDI Rights in respect of such Nil Paid Rights and Fully Paid Rights) or to withdraw (mark down) Nil Paid Rights or Fully Paid Rights from the Euroclear System and for advice on timing. Any such mark up or mark down will entail interaction with a broker and/or custodian and may involve certain costs being incurred and/or a delay in execution which may differ from the comparable process applicable in respect of the ordinary procedure for dematerialisation of certificated shares in UK companies into CREST.
• (5) Qualifying Euroclear Shareholders who wish to subscribe for New Ordinary Shares under the Rights Issue must instruct their Admitted Institution with respect to subscription and payment in accordance with the procedures of that Admitted Institution. The deadlines and procedures of those Admitted Institutions will apply. The Admitted Institutions through which subscription is made will be responsible for passing on the monies and the Euroclear Subscription Rights as received from holders of Euroclear Subscription Rights to Euroclear Bank by Euroclear Bank's deadline.
• (6) References to times in this Prospectus are to London/Dublin times unless otherwise stated.

RIGHTS ISSUE STATISTICS

Issue Price per New Ordinary Share186	pence
Basis of Rights Issue6	New Ordinary Shares for every 23 Existing Ordinary Shares
Number of Existing Ordinary Shares in issue at the date of this Prospectus (excluding Treasury Shares)(1) 311,601,375
Number of New Ordinary Shares to be issued by the Company pursuant to the Rights Issue 81,287,315
Number of Ordinary Shares in issue immediately following completion of the Rights Issue (excluding Treasury	Shares)(1)392,888,690
New Ordinary Shares as a percentage of the enlarged issued share capital of the Company immediately following completion of the Rights Issue (excluding Treasury Shares)(1)20.7	per cent.
Estimated net proceeds receivable by the Company	£143.5 million
Estimated expenses of the Rights Issue£7.5	million

(1) On the assumption that no further Ordinary Shares are issued as a result of the exercise of any options pursuant to C&C Group Employee Share Plans between the date of this Prospectus and closing of the Rights Issue (other than pursuant to the Rights Issue).

IMPORTANT INFORMATION

Notice to All Investors

This document comprises a prospectus for the purposes of Article 6 of the UK Prospectus Regulation and amendments thereto and Article 6 of the EU Prospectus Regulation and is issued in compliance with the Listing Rules.

The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor must rely on its own examination, analysis and enquiry of the Company and the terms of the Rights Issue. None of the Company, the Directors, the Underwriters nor any of their respective representatives is making any representation to any offeree of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares regarding the legality of an investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares by such offeree. Each prospective investor should consult his or her own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, any of the Underwriters or any of their affiliates or representatives that any recipient of this Prospectus should subscribe for or purchase any New Ordinary Shares, Nil Paid Rights and/or Fully Paid Rights.

Investors should rely solely on the information contained in this Prospectus and the information incorporated by reference into this Prospectus (and any supplementary prospectus produced to supplement the information contained in this Prospectus) when making a decision as to whether to acquire New Ordinary Shares, Nil Paid Rights and/or Fully Paid Rights. No person has been authorised to give any information or make any representations in connection with the Rights Issue or this Prospectus other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors or the Underwriters. None of the Company, the Directors or the Underwriters, or any of their respective representatives, is making any representation to any Shareholder or purchaser of the New Ordinary Shares, Existing Ordinary Shares, Nil Paid Rights and/or Fully Paid Rights regarding the legality of an investment by such Shareholder or purchaser under the laws applicable to such Shareholder or purchaser.

Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to Article 23 of the UK Prospectus Regulation, Article 23 of the EU Prospectus Regulation and Rule 3.4.1 of the Prospectus Regulation Rules, neither the delivery of this Prospectus nor any issue or sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Company and its subsidiaries taken as a whole since the date of this Prospectus or that the information contained herein is correct as at any time subsequent to its date. The Company will update the information provided in this Prospectus by means of a supplement hereto if required by law or regulation pursuant to Article 23 of the UK Prospectus Regulation, Article 23 of the EU Prospectus Regulation and Rule 3.4.1 of the Prospectus Regulation Rules. The Prospectus and any supplement thereto will be subject to approval by the FCA and the Central Bank and will be made public in accordance with the Prospectus Regulation Rules and the EU Prospectus Regulations.

None of the Underwriters nor any of their respective affiliates, directors, officers, employees or advisers accept any responsibility whatsoever for, or make any representation or warranty, express or implied, as to the contents of this Prospectus, including as to the accuracy, completeness, verification or sufficiency of the information set forth in this Prospectus or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Group, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Rights Issue and/or Admission, and nothing in this Prospectus should be relied upon as a promise of representation in this respect, whether as to the past or the future. Each of the Underwriters and their respective affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Prospectus or any such statement.

Prospective investors also acknowledge that: (i) they have not relied on the Underwriters or any person affiliated with either of the Underwriters in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; (ii) they have relied only on the information contained in this Prospectus and the information incorporated by reference into this Prospectus; and (iii) no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the New Ordinary Shares, Nil Paid Rights and/or Fully Paid Rights (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Underwriters. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.

Presentation of Financial Information

Historical financial information

The Group's audited consolidated financial statements as of and for the three years ended 28 February 2021, 29 February 2020 and 28 February 2019 and referred to in Part VI (Historical Financial Information) and which are incorporated by reference into this Prospectus as set out therein, has been prepared in accordance with International Financial Reporting Standards as adopted in the European Union ("IFRS").

Certain non-IFRS measures

This Prospectus contains certain alternative performance measures and key performance indicators that are not defined or recognised under IFRS. There are no generally accepted accounting principles governing the calculation of these measures and the criteria upon which these measures are based require a level of judgement and can vary from company to company. These alternative performance measures and key performance indicators referred to in Part VII (Selected Financial Information) include net revenue, Adjusted EBITDA, Adjusted EBITDA (excluding leases), operating (loss)/profit before exceptional items, operating margin, exceptional items, adjusted diluted (loss)/earnings per share, free cash flow, free cash flow (excluding exceptional cash outflow), free cash flow conversion ratio, free cash flow (excluding exceptional cash outflow) conversion ratio, net debt, net debt (excluding leases), net debt/Adjusted EBITDA, net debt (excluding leases)/Adjusted EBITDA (excluding leases) and certain financial measures presented on a constant currency basis.

Even though the non-IFRS measures are used by the Group's management to assess ongoing operating performance and these types of measures are commonly used by investors, they have important limitations as analytical tools. Such measures should not be considered in isolation or as a substitute or alternative to the Group income statement or other primary financial information referred to in Part VI (Historical Financial Information) and incorporated by reference into this Prospectus. Because these measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, they may not be comparable with other similarly titled measures of performance of other companies.

For a reconciliation of the non-IFRS measures to the Group's financial statements, see Part VII (Selected Financial Information).

Forward-looking statements

This Prospectus may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group.

The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward- looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "projected", "intend", "plan", "goal", "believe", "achieve" or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Group's future financial position, income growth, assets, impairments, charges, business strategy, capital and leverage ratios, payment of dividends (including dividend pay-out ratios), projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and circumstances that may or may not occur in the future, forward-looking statements are not guarantees of future performance. The Group's actual performance, financial condition, results of operations, cash flows and prospects may differ materially from the forward-looking statements contained in this Prospectus and any documents incorporated herein by reference. In addition, even if the Group's actual performance, financial condition, results of operations, cash flows and prospects are consistent with the forward- looking statements contained in this Prospectus and any documents incorporated herein by reference, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include but are not limited to, the impact of the COVID-19 pandemic on the Group's business; UK domestic, US, Irish, Eurozone and global macroeconomic and business conditions, including severe disruptions thereto caused by the spread of the COVID-19 pandemic; legal, political and economic uncertainty surrounding the exit of the UK from the European Union; competition in the Group's industry; changes in consumer preferences and perceptions; changes in government regulation and legislation; volatility in capital markets, particularly as it may affect the timing and cost of planned capital raisings, including the Rights Issue; and other factors discussed under "Risk Factors", a number of which are beyond the Group's control. As a result of these uncertain events and circumstances, the Group's actual future results may differ materially from the plans, goals and expectations set forth in such forwardlooking statements. The list above is not exhaustive and there are other factors that may cause the Company's actual results to differ materially from the forward-looking statements contained in this Prospectus. Investors are also advised to read carefully the risks set out in the section of this Prospectus headed "Risk Factors" for a discussion of certain factors that should be considered when deciding what action to take in relation to the Rights Issue.

Forward-looking statements speak only as of the date they are made and it should not be assumed that they have been revised or updated in the light of new information or future events. Except as required by the FCA, the London Stock Exchange, the UK Prospectus Regulation, the EU Prospectus Regulations, the Listing Rules, the Disclosure Guidance and Transparency Rules, or any other applicable law, the Company, the Underwriters and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or otherwise. Nothing in this section should be interpreted as qualifying the statement as to the working capital position of the Group in paragraph 19 of Part XI (Additional Information) of this Prospectus.

Nothing in this Prospectus is intended, or is to be construed, as a profit forecast or estimate or to be interpreted to mean that earnings per Share or overall earnings for the current or future financial years will necessarily match or exceed the historical published earnings per Share or overall earnings.

Notice to all overseas investors

All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this Prospectus or any Form, if and when received, or other document to a jurisdiction outside the UK and Ireland, should read paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

Member States of the European Economic Area (other than Ireland)

In relation to each member state of the European Economic Area, other than Ireland (each a "Relevant Member State"), an offer to the public of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights may not be made in that Relevant Member State pursuant to the Rights Issue prior to the publication of a prospectus in relation to the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the first Relevant Member State, all in accordance with the EU Prospectus Regulation, except that an offer to the public in that Relevant Member State of such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares may be made at any time under the following exemptions under the EU Prospectus Regulation:

• to any legal entity which is a "qualified investor" as defined under the EU Prospectus Regulation;
• to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or
• in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights shall result in a requirement for the Company or the Underwriters to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation and each person who initially acquires any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Company or the Underwriters that it is a qualified investor within the meaning of Article 2(e) of the EU Prospectus Regulation.

For the purposes of this provision, the expression an offer to the public in relation to any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Rights Issue and any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to be offered so as to enable an investor to decide to purchase or subscribe for any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights and the expression EU Prospectus Regulation means Regulation (EU) 2017/1129.

In the case of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights being offered to a financial intermediary as that term is used in Article 5(1) of the EU Prospectus Regulation, such financial intermediary will also be deemed to have represented, warranted and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation and (a) the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights acquired by it have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, or in circumstances in which the prior consent of the Underwriters has been obtained to each such proposed offer or resale; or (b) where New Ordinary Shares, or Nil Paid Rights or Fully Paid Rights have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to it is not treated under the EU Prospectus Regulation as having been made to such persons. The Company and the Underwriters and each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgements and agreement.

United States

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within the United States (except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States), or any of the Excluded Territories (except pursuant to applicable exemptions). There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares in the United States.

None of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Ordinary Shares, this Prospectus or any other offering document has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Rights Issue or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Except as otherwise provided for herein, this Prospectus does not constitute an offer of Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares to any Shareholder with a registered address in, or who is resident in, the United States or any of the Excluded Territories. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such offer or solicitation is unlawful.

The Underwriters may arrange for any New Ordinary Shares not taken up in the Rights Issue to be offered and sold only (i) outside the United States in accordance with Regulation S under the US Securities Act or (ii) inside the United States to persons reasonably believed to be QIBs within the meaning of Rule 144A under the US Securities Act in reliance on Rule 144A or another exemption from the registration requirements of the US Securities Act. Prospective investors are hereby notified that such sellers of the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares may be relying on the exemption from the registration requirements of the US Securities Act provided by Rule 144A.

In addition, until 40 days after Admission, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act, if such offer or sale is made otherwise than in accordance with Rule 144A under the US Securities Act.

The Company is not subject to the periodic reporting requirements of the US Securities Exchange Act. In order to permit compliance with Rule 144A under the US Securities Act in connection with resales of the New Ordinary Shares, the Company agrees to furnish upon the request of any holder or beneficial owner of a share, or any prospective purchaser of a share designated by a holder or beneficial owner, the information specified in, and meeting the requirements of Rule 144A(d)(4) under the US Securities Act if at the time of such request it is not subject to section 13 or section 15(d) of the US Securities Exchange Act and it is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

No representation has been, or will be, made by the Company or the Underwriters as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer, pledge or transfer of the New Ordinary Shares.

Any Provisional Allotment Letter postmarked from the United States will not be valid unless it contains a duly executed investor letter in the appropriate forms. Any Provisional Allotment Letter in which the exercising holder requests New Ordinary Shares to be issued in registered form and which gives an address in the United States will not be valid unless it contains a duly executed investor letter.

The payment paid in respect of Provisional Allotment Letters that do not meet the foregoing criteria will be returned without interest.

Any person in the United States who obtains a copy of this document and who is not a QIB will not be able to purchase, or subscribe for, Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares and should disregard this document.

The financial information included in this Prospectus has been prepared in accordance with accounting standards applicable in the UK and Ireland and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

All Qualifying Shareholders with a registered address in the United States or any of the Excluded Territories and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this Prospectus or any Provisional Allotment Letter to any jurisdiction outside the United Kingdom or Ireland should read paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

Australia

This Prospectus does not constitute a prospectus, product disclosure statement or any other form of formal "disclosure document" under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia (the "Corporations Act 2001 (Cth)") and has not been and will not be lodged or registered with the Australian Securities and Investments Commission ("ASIC") or the Australian Securities Exchange ("ASX") or any other regulatory body or agency in Australia. Accordingly, this Prospectus is not required to, nor does it contain all of the information a prospective investor would expect to be contained in an offering document or which he/she/it may require in order to make an informed investment decision regarding, or about the rights attaching to, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offered under this Prospectus. The offer to which this Prospectus relates is being made in Australia in reliance on ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 issued by ASIC. This Prospectus only constitutes an offer in Australia for sale of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares to persons who are recorded as members of the Company on the register at the close of business on the Record Date.

As any offer for the issue of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares under this Prospectus will be made without disclosure in Australia under Part 6D.2, the offer of those Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares for resale in Australia within 12 months of their sale may, under section 707(3) of the Corporations Act 2001 (Cth), require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act 2001 (Cth) apply to that resale.

This Prospectus is intended to provide general information only and has been prepared by the Company without taking into account any particular person's objectives, financial situation or needs. Recipients should, before acting on this information, consider the appropriateness of this information having regard to their personal objectives, financial situation or needs. Recipients should review and consider the contents of this Prospectus and obtain financial advice (or other appropriate professional advice) specific to their situation before making any decision to accept the offer of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares. This Prospectus was prepared under the law and operating rules of a foreign market. The Company is not subject to the continuous disclosure requirements of the Corporations Act 2001 (Cth).

Canada

The Nil Paid Rights, Fully Paid Rights and New Ordinary Shares may be offered, sold, taken up, exercised, renounced, resold, transferred or delivered to residents of Canada acquiring or deemed to be acquiring, the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any sale or resale of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Any person in Canada wishing to acquire the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must execute and deliver to the Company an investment letter in the form required by the Company to the effect that such person is an accredited investor and permitted client and satisfies certain other requirements ("Canadian Investor Representation Letter"). Acquirors of New Ordinary Shares disposed by the Underwriters will not be required to provide a Canadian Investor Representation Letter. The requirement to deliver a Canadian Investor Representation Letter does not apply to an investment manager outside Canada that has full discretion to trade securities for the account of a client in Canada.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of New Ordinary Shares by the Underwriters.

Currency Presentation

Unless otherwise indicated, all references in this Prospectus to "sterling", "pounds sterling", "GBP", "£", or "pence" are to the lawful currency of the United Kingdom. All references to the "euro", "Euro", "€" "cent" or are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. The Company prepares its financial statements in euro. All references to "US dollars" or "US\$" are to the lawful currency of the United States.

Rounding

Certain data in this Prospectus, including financial, statistical, and operating information have been rounded. As a result of the rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

Market, Economic and Industry Data

Unless the source is otherwise stated, the market, economic and industry data in this Prospectus constitute the Directors' estimates, using underlying data from, among others, independent third parties. The Company obtained market data and certain industry forecasts used in this Prospectus from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications.

The Company confirms that all such third-party data contained in this Prospectus has been accurately reproduced and, so far as the Company is aware and able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Where third-party information has been used in this Prospectus, the source of such information has been identified.

In light of the profound impact of the COVID-19 pandemic on the global alcoholic drinks market, including in the UK and Ireland market and on the Group's business, this Prospectus includes certain industry and market information as of dates prior to the onset of the COVID-19 pandemic in order to illustrate the underlying market trends in the UK and Ireland alcoholic drinks market and the Group's business.

Service of process and enforcement of civil liabilities

The Company has been incorporated under Irish law. Service of process upon the Directors and officers of the Company, the majority of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, since all of the directly owned assets of the Company are outside the United States, any judgment obtained in the United States against it may not be collectible within the United States. There is doubt as to the enforceability of certain civil liabilities under the US federal securities laws in original actions in Irish courts, and, subject to certain exceptions and time limitations, Irish courts will treat a final and conclusive judgment of a US court for a liquidated amount as a debt enforceable by fresh proceedings in the Irish courts.

Definitions

Certain terms used in this Prospectus, including all capitalised terms and certain technical and other items, are defined and explained in Part XII (Definitions).

Information not contained in this Prospectus

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor any acquisition or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this Prospectus or that the information contained in this Prospectus is correct as at any time subsequent to its date.

No incorporation of website information

Without prejudice to the sections of the documents incorporated by reference into this Prospectus, which will be made available on the Company's website, information contained in or otherwise accessible through the website of the Company is not a part of this Prospectus, and prospective investors should not rely on it.

Use of BULMERS trademark

C&C Group plc and its subsidiaries, including Bulmers Limited of Clonmel, Ireland are not connected with HP Bulmer Holdings Plc or its subsidiaries, including HP Bulmer Ltd of Hereford, UK. C&C Group plc owns the trademark BULMERS in respect of cider products for the territory of the Republic of Ireland only. HP Bulmer is the owner of the trademark BULMERS in respect of cider products for most of the rest of the world. BULMERS Original Vintage Cider produced by Bulmers Ltd of Clonmel, Ireland is sold outside the Republic of Ireland under the name MAGNERS Original Irish Cider.

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Stewart Gilliland (Non-Executive Chair) David Forde (Group Chief Executive Officer) Patrick McMahon (Group Chief Financial Officer) Andrea Pozzi (Group Chief Operating Officer) Vineet Bhalla (Independent Non-Executive Director) Jill Caseberry (Independent Non-Executive Director) Jim Clerkin (Independent Non-Executive Director) Vincent Crowley (Senior Independent Non-Executive Director) Emer Finnan (Independent Non-Executive Director) Helen Pitcher OBE (Independent Non-Executive Director) Jim Thompson (Independent Non-Executive Director)
Company Secretary	Mark Chilton
Registered office	Bulmers House Keeper Road Crumlin Dublin 12 D12 K702 Ireland
Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner	Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner	J & E Davy Davy House 49 Dawson Street Dublin 2 Ireland
Joint Global Co-ordinator and Joint Bookrunner	HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
Joint Bookrunner	Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT United Kingdom
Legal Adviser to the Company as to English and United States law	Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom
Legal Adviser to the Company as to Irish law	McCann FitzGerald Riverside One Sir John Rogerson's Quay Dublin 2 D02 X576 Ireland

Legal Adviser to the Sponsors and	White & Case LLP
the Underwriters as to English and	5 Old Broad Street
United States law	London EC2N 1DW
	United Kingdom
Auditors and Reporting Accountants	Ernst & Young Chartered Accountants Harcourt Building Harcourt Street Dublin 2 Ireland
Registrar and Receiving Agent	Link Registrars Limited 2 Grand Canal Square Dublin 2 D02 A342 Ireland

PART I

LETTER FROM THE NON-EXECUTIVE CHAIR OF C&C GROUP PLC

C&C GROUP PLC

(incorporated and registered in Ireland with registered number 383466)

Stewart Gilliland (Non-Executive Chair) Bulmers House David Forde (Group Chief Executive Officer) Keeper Road Patrick McMahon (Group Chief Financial Officer) Crumlin Andrea Pozzi (Group Chief Operating Officer) Dublin D12 K702 Vineet Bhalla (Independent Non-Executive Director) Ireland Jill Caseberry (Independent Non-Executive Director) Jim Clerkin (Independent Non-Executive Director) Vincent Crowley (Senior Independent Non-Executive Director) Emer Finnan (Independent Non-Executive Director) Helen Pitcher OBE (Independent Non-Executive Director) Jim Thompson (Independent Non-Executive Director)

Directors Registered Office

26 May 2021

Dear Shareholder

6 for 23 Rights Issue of 81,287,315 New Ordinary Shares at 186 pence per New Ordinary Share

1. INTRODUCTION

Alongside the publication of its results for the year ended 28 February 2021, C&C has today announced its intention to raise gross proceeds of approximately £151 million by way of a fully underwritten Rights Issue at a price of 186 pence per New Ordinary Share.

The COVID-19 pandemic has created one of the most challenging operating environments for the Group in its long history, with unprecedented levels of disruption across the Group's key markets. The duration of the pandemic's impact has been greater than initially expected. With approximately 80 per cent. of the Group's pre-COVID-19 net revenue derived from the on-trade, the prolonged and continued impact of lockdowns and on-trade restrictions has been considerable. However, in these unpredictable conditions, the Group has been able to demonstrate its resilience, strength and agility. Since the pandemic emerged in early 2020, the Group has adapted quickly and taken significant, prudent actions to protect the business and its liquidity position. These actions are reflected in the financial results of the Group for the year ended 28 February 2021. Although the Group continues to face uncertainty from the enduring prevalence of the pandemic and must manage the operational challenges this presents, it remains focused on positioning the business for the future.

The Board has therefore taken the decision, in the best interests of the Group and all of its stakeholders, to launch the Rights Issue. The Rights Issue is intended, alongside the other actions the Group has already implemented, to reduce leverage and provide sufficient liquidity to manage near-term trading uncertainty, providing the Group with the capital structure to support the business during further potential disruptions from COVID-19 and to deliver on its strategy once unrestricted trading resumes. Furthermore, the Board believes that following the Rights Issue, the Group will be positioned to emerge from the pandemic in a position of strength and deliver on its ambition to be the preeminent brand-led number one independent "final-mile" drinks distributor across its core markets and to generate long-term sustainable value for Shareholders.

The strategy through which the Group aims to deliver on this ambition is clear and remains unchanged: to invest in and grow its portfolio of leading local brands, ciders and premium beers; to strengthen its position as the number one "final-mile" drinks distribution business in the UK and Ireland; whilst continuing to allocate capital efficiently to enhance growth and Shareholder returns. The strength of the Group's brand-led distribution model and the important role the Group occupies in the infrastructure of the UK and Ireland drinks distribution markets was evident with a return to profitability and underlying cash generation once on-trade restrictions were eased in its core markets between July and September 2020. However, despite the on-trade restrictions, the Group's core brands performed strongly in the off-trade with all of them increasing volume shares in the financial year ended 28 February 2021. The on-trade in the UK partially re-opened from its most recent lockdown period on 12 April 2021 and preliminary indications are that trading since that date has been relatively robust with respect to outdoor dining and takeaway drinks services, providing encouraging signs for the hospitality sector. Restrictions were further partially lifted in parts of the UK from 17 May 2021, with indoor hospitality services permitted. The Irish government has announced plans for outdoor dining and drinking to recommence in early June and has indicated that indoor dining and drinking could return in July.

The Board considered various alternative methods of optimising the Group's capital structure and has concluded that the most appropriate course is to raise equity. In order to determine the appropriate quantum of equity to raise, the Board has considered a number of different scenarios and assumptions and the impact these may have on the Group's financial position. These included the impact of ongoing restrictions, the likelihood of any further waves of lockdown and/or other restrictions imposed by government or other authorities which negatively impact the industry in which the Group operates, the unwinding of temporary working capital supports, including deferred duty and VAT payments and the potential economic impact on demand through the recovery. Taking these into consideration, the Board believes that a Rights Issue to raise gross proceeds of approximately £151 million will provide the Group with the capital structure to both support the business during further potential disruptions from COVID-19 and to deliver on its strategy once unrestricted trading resumes.

The Board has carefully considered the best time to launch the Rights Issue and the risks associated with delaying this action. The impact of the pandemic on the Group's balance sheet is most severe whilst pubs, bars, restaurants and hotels across the Group's core markets in the UK and Ireland remain closed or are operating with significantly reduced capacity as a result of restrictions imposed by governments and relevant authorities to control the spread of COVID-19. Since the emergence of COVID-19 in the UK and Ireland in early 2020, the Group has taken significant, prudent action to protect the business including, inter alia, securing the completion of its first issuance of US Private Placement Notes, entering into extended repayment plans with tax authorities and key suppliers, reducing capital expenditure and discretionary spending, reducing employees' salaries including senior management and the Board, suspending dividend payments, securing covenant waivers from its lenders and re-phasing term loan repayments, completing noncore asset disposals, placing at its peak, throughout the financial year ended 28 February 2021, 67 per cent. of its employees on furlough for an extended period and delivering a permanent cost reduction programme that will enhance margins post recovery. Notwithstanding these actions however, and given the risks associated with delaying the Rights Issue on the Company's financial position and the general risk of economic and market conditions worsening if the COVID-19 pandemic negatively evolves further or protracted periods of lockdown are imposed, the Board believes that the most prudent and sensible approach, in order to support the balance sheet and to position the Group to emerge from this pandemic in the best position possible, is to launch the Rights Issue now.

The Group retains sufficient liquidity with cash of approximately €50.3 million as at 21 May 2021 and access to the €450 million Revolving Credit Facility, of which €246.2 million was drawn as at 21 May 2021 (28 February 2021: €243.1 million). The Group had net debt (including leases) of €494.3 million as at 21 May 2021 (28 February 2021: €441.9 million). The Board believes this liquidity position will continue to support the business during further disruption from the COVID-19 pandemic, aided by the deferral of certain excise duty and VAT payments agreed with the UK and Irish governments and waivers of, and amendments to, the existing financial covenants obtained from the lenders under the Revolving Credit Facility and the holders of the US Private Placement Notes.

In addition, the Group has agreed, subject to and conditional on the completion of a Minimum Equity Raise by 31 July 2021, amendments to the terms of its indebtedness, whereby the applicable Interest Cover Ratio and Leverage Ratio covenants under the Existing Facilities will be loosened from their original levels for the 12-month period ending 31 August 2022, before reverting back to their original levels for the 12-month period ending 28 February 2023 and thereafter. Because these Conditional Covenant Waivers granted by the noteholders and lenders under the Group's Existing Facilities are conditional upon completion of a Minimum Equity Raise by 31 July 2021, the Directors have concluded that it is in the Group's best interest to proceed with the Rights Issue. Absent the Rights Issue, the Group's leverage may be materially elevated for a number of years and this may impact the Group's financial flexibility and limit its ability to pursue its strategy through that period, which the Board does not believe would be in the best interests of the Group or its Shareholders.

The Rights Issue is conditional upon, amongst other things, Admission of the New Ordinary Shares and the Underwriting Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

The purpose of the remainder of this letter and this Prospectus is to: (i) set out in further detail the background to, and reasons for, the Rights Issue; (ii) summarise the key terms and conditions of the Rights Issue; and (iii) explain why the Board considers the Rights Issue to be in the best interests of the Company, its Shareholders and all of its stakeholders.

2. BACKGROUND TO AND REASONS FOR THE RIGHTS ISSUE

2.1 Context and the period prior to the COVID-19 pandemic

The Group is a leading, vertically integrated premium drinks company which manufactures, markets and distributes branded beer, cider, wine, spirits, and soft drinks across the UK and Ireland. The Group's portfolio of core brands includes: Bulmers, the leading Irish cider brand; Tennent's, the leading Scottish beer brand; Magners, the premium international cider brand; and the Group also has a range of super-premium and craft ciders and beers that it owns or to which it has exclusive distribution rights, such as Heverlee, Five Lamps, Menabrea and Orchard Pig.

C&C exports its Magners and Tennent's brands to over 40 countries worldwide. The Group also has owned brand and contract manufacturing/packing operations in County Tipperary, Ireland and Glasgow, Scotland. Through its ownership of Matthew Clark and Bibendum, along with its unique combination of product range, number of customers and delivery reach, the Group is the number one independent "final-mile" drinks distributor to the UK and Irish hospitality sectors1. Operating under the Matthew Clark, Bibendum, Tennent's and Bulmers Ireland brands, the Group supplies over 34,000 pubs, bars, restaurants and hotels, and is a key route-to-market for major international beverage companies, in addition to smaller local and regional players. C&C also has a joint venture in Admiral Taverns, the tenanted pub group which owns approximately 1,000 pubs across England & Wales.

The Board believes that the Group's results for the financial year ended 29 February 2020 reflected the progress being achieved by the Group through the execution of its long-term strategy prior to the emergence of the COVID-19 pandemic. These results included net revenue growth and operating profit growth of 7.8 per cent. and 10.0 per cent., respectively, compared to the prior financial year (pre-exceptional items), excluding IFRS 16 Leases and on a constant currency basis. The Board was pleased with the continued optimisation of the brand-led distribution model, which saw Matthew Clark deliver operating margins of 3.2 per cent. in the second half of the year as integration into the wider Group continued following its acquisition in April 2018. An operating margin in excess of 3 per cent. for the combined Matthew Clark and Bibendum division remains a medium-term target for the Group. The results also demonstrated the continued strong cash flow generation capabilities of the Group, with free cash flow (pre-exceptional items and excluding IFRS 16 leases) of €136.5 million for the financial year ended 29 February 2020, representing a free cash flow conversion ratio (preexceptional items and IFRS 16 leases) of 103.5 per cent. of Adjusted EBITDA, ahead of the Group's stated medium-term target of 65-75 per cent. This contributed to a Leverage Ratio of 1.77x as at

¹ Source: Group data

29 February 2020, compared to 2.51x as at 28 February 2019, and in line with the Group's prudent medium-term leverage target of less than 2.0x. For further information on the Group's APMs, see Part VII (Selected Financial Information—Other Financial and Operating Data).

2.2 The impact of the COVID-19 pandemic on the Group

Since its emergence in early 2020, the COVID-19 pandemic and associated government policy responses have had a very significant impact on the Group's business and the hospitality sector more generally. The duration of the pandemic's impact on the hospitality sector has been much longer than initially expected.

The COVID-19 pandemic has resulted in the UK and Irish governments and other authorities relevant to the Group's operations implementing numerous measures in an attempt to contain the virus, such as travel bans and restrictions, quarantines, lockdowns and the mandatory closure of certain businesses, including those operating in the hospitality industry. These actions have had a significant impact on many of the Group's outcomes, particularly in the on-trade where many of the Group's customers have been subject to restrictions and closures for prolonged periods since March 2020. Despite these closures, underlying consumer demand continues to appear strong, as evidenced when restrictions have been eased in core markets, most prominently from July to September 2020 when the Group's sales rapidly improved and monthly management accounts indicated the Group was profitable for the period of the re-opening. The on-trade in the UK partially re-opened from its most recent lockdown period on 12 April 2021 and preliminary indications are that trading since that date has been relatively robust with respect to outdoor dining and takeaway drinks services, providing encouraging signs for the hospitality sector. Restrictions were further partially lifted in parts of the UK from 17 May 2021, with indoor hospitality services permitted. The Irish government has announced plans for outdoor dining and drinking to recommence in early June and has indicated that indoor dining and drinking could return in July. The Board believes that while some further rationalisation of on-trade outlets should be expected, opportunities to gain market share will exist for the Group during the recovery phase as the competitive landscape evolves.

For the financial year ended 29 February 2020, approximately 80 per cent. of the Group's net revenue was derived from the on-trade channel demonstrating its importance to the financial performance of the Group. The Group has experienced a rapid shift in consumers' consumption dynamics towards the off-trade channel since the onset of the COVID-19 pandemic, and while the Group's core brands have managed to increase market share in the off-trade channel (Group net revenue grew by 14.2 per cent. in the off-trade in the financial year ended 28 February 2021 compared to the prior financial year), this shift has only partially offset the declines experienced in the core and more profitable branded ontrade channel (Group net revenue declined by 75.5 per cent. in the on-trade in the financial year ended 28 February 2021 compared to the prior financial year). These exceptionally challenging and unprecedented market conditions, particularly in the on-trade channel, have therefore resulted in a significant decline in the Group's overall net revenue, profitability and cash flow since 29 February 2020. For each month the on-trade channel is subject to closure under lockdowns, despite continued growth in the off-trade channel, the Group experiences an average cash burn pre-working capital movements of approximately €10 million. In addition to these operating losses, the repayment of deferred tax payables, repayments of agreed supplier deferrals and the unwinding of the Group's on-trade debtor securitisation facility over the period of prolonged lockdown result in significant cash outflow pressure as a direct consequence of prolonged implementation of trading restrictions.

In the Group's Great Britain division, net revenue for the financial year ended 28 February 2021 fell by 36.4 per cent. (on a constant currency basis) to €206.8 million with volumes 23.6 per cent. lower and price/mix down 12.8 per cent. Operating profits declined 119.2 per cent. (on a constant currency basis and pre-exceptional items) to an operating loss of €8.4 million. While the performance of the Group's core brands in the off-trade channel was strong, with both Tennent's and Magners increasing their market shares in the Scottish lager and Great Britain apple cider markets, respectively, this was not enough to offset the significant declines experienced in the on-trade.

In the Group's Ireland division, net revenue for the financial year ended 28 February 2021 fell by 26.6 per cent. (on a constant currency basis) to €166.1 million with volumes 11.2 per cent. lower and price/mix down 15.4 per cent. Operating profits declined 112.2 per cent. (on a constant currency basis and pre-exceptional items) to an operating loss of €4.9 million. Again, the Group was encouraged by the strong off-trade performance of its core brand, Bulmers, in the Irish long alcoholic drinks ("LAD") market, where volumes increased 37.7 per cent. during the year, but this was unable to fully offset the declines in the on-trade channel. During the financial year ended 28 February 2021, the Group was awarded the exclusive distribution rights to the Budweiser brand owned by AB InBev, the third largest lager brand in Ireland2, further strengthening the Group's position in both the on- and offtrade.

In the Group's Matthew Clark and Bibendum division, the Group was pleased to keep its distribution network operational during the period from 29 February 2020, albeit with reduced headcount. Trading has been significantly impacted in this division with approximately 90 per cent. of net revenue derived from the on-trade which has been closed for significant periods. In the latest market data to the end of March 2021, 6.8 per cent. of the pre-COVID-19 outlet base have yet to return to trading3 with the Group's internal COVID-19 risk analysis indicating that 9.8 per cent. of the remaining outlets are at risk of closure. As a result, net revenue for Matthew Clark and Bibendum was down 69.0 per cent. (on a constant currency basis) between the financial years ended 29 February 2020 and 28 February 2021, principally driven by reduced volumes, resulting in an operating loss of €44.5 million. Bibendum's off-trade net revenue grew by 19.3 per cent. to €91.0 million; however, this was not enough to offset declines experienced in the on-trade.

As demonstrated above, the COVID-19 pandemic has created exceptional challenges for the Group's business and the hospitality sector more generally and the Board expects they will continue to impact the Group's operations for some time. Both the UK and Irish governments, after alleviating some restrictions applying to licenced premises during the 2020 Christmas period, once again implemented total lockdowns and closures on the hospitality sector in January 2021 in light of increasing case numbers and emerging new variants of COVID-19. These restrictions have in part remained in place, with the on-trade channel in the UK having only recently been allowed to partially reopen and the ontrade channel in Ireland still effectively closed as at the date of this Prospectus. The Group is prudently planning for a gradual recovery scenario with the roll out of vaccine programmes in core markets and unrestricted trading recommences, while allowing for the potential risk of further outbreaks of COVID-19 later in the year as restrictions are further relaxed; however, the Group cannot estimate the duration of business disruptions and the related financial impact.

2.3 The Group's response to the COVID-19 pandemic

Since the emergence of the COVID-19 pandemic in early 2020, the Group has moved quickly to take decisive action, focusing on factors within its control with the aim of navigating the pandemic as safely as possible and positioning its business as well as possible for a future normalisation. Throughout this time, the Board's primary concern has been the welfare and health and safety of the Group's employees, their families and the communities in which the Group operates. To that end, the Group has followed the advice from the respective governments and relevant authorities and sought to comply with applicable regulations at all times and will continue to do so to protect its people and operations.

The Group has also taken a series of proactive steps to mitigate, where possible, the negative financial and operational impacts of the COVID-19 pandemic, including:

• issuing approximately €140 million equivalent of US Private Placement Notes in March 2020 to diversify, strengthen and extend the maturity of the Group's capital structure and sources of debt finance;

² Source: NielsenIQ, MAT to February 2020

³ Source: Group data

• maintaining constructive dialogue with its lenders under the Revolving Credit Facility and the Term Loan Facility, and the holders of its US Private Placement Notes, throughout the period, and negotiating waivers and amendments to certain of the financial covenant tests under the Existing Facilities. For further details on these covenant waivers and amendments, see paragraph 2.4 (Amendments to the Group's Existing Facilities) below and section 16 (Material Contracts) of Part XI (Additional Information);
• reducing discretionary expenditure, placing a significant number of employees on a temporary furlough and reducing salaries across the Group, including senior management and the Board, in the first half of the financial year ended 28 February 2021;
• postponing the majority of non-committed capital expenditure;
• re-deployment of resources to capture growth opportunities in the off-trade channel;
• rationalising the Group structure, reflecting the Group's focus on its core brand-led distribution model, through the disposal of certain non-core assets, including the disposal of the Tipperary Water Cooler business in October 2020 for an initial consideration of €7.4 million (€0.2 million of which is deferred) and the disposal of the Vermont Hard Cider Company in April 2021 for total consideration of US\$20.0 million, of which US\$4.8 million is deferred;
• implementing various working capital initiatives, including the negotiation of temporary extensions to supplier payment terms;
• continuing to progress with restructuring and optimisation workstreams across the Group, including the integration of the Group's distribution platforms in Scotland and England. These workstreams are expected to deliver annualised cost savings of €18 million by the end of the financial year ending 28 February 2022 and will enhance margins post recovery; and
• pausing the payment of dividends.

Alongside the actions taken by the Group, various government support initiatives have also helped to mitigate the impact of the pandemic on the Group. Since the onset of the pandemic, the Group has:

• availed itself of €26.1 million (as at 28 February 2021) under government support schemes for the payment of wages of employees who have been placed on temporary furlough, such as the UK's Job Retention Scheme and the Pandemic Unemployment Payment Scheme in Ireland; and
• engaged with the UK and Irish tax authorities to secure deferrals on certain tax payments due, and as at 28 February 2021 this amounted to €77.4 million. It is expected that €38.6 million will be paid in the first six months of financial year 2022, with a further €30.3 million in the second half of the financial year 2022 and the balance of €8.5 million in the first six months of the financial year 2023.

As a result of these actions, the Group has reduced its level of operational expenditure (which includes raw materials and costs of goods sold and bought for resale), with operating costs (before exceptional items) amounting to €796.5 million for the financial year ended 28 February 2021, a 48.9 per cent. reduction (on a constant currency basis) on the prior financial year (2020: €1,559.8 million). These actions are in addition to previously implemented initiatives to reduce the Group's cost base, including restructuring of the employee base at Matthew Clark and Bibendum following the acquisition of that business in April 2018. In conjunction with the working capital initiatives referenced above, to offset cash outflows primarily relating to the Group's debtor securitisation facility, the Group's focus on the management of costs during this exceptionally challenging trading period resulted in free cash flow (excluding exceptional cash outflow) being limited to €91.2 million in the financial year ended 28 February 2021.

Liquidity management has been a central focus of the Group since the emergence of the COVID-19 pandemic. The Group retains sufficient liquidity with cash of approximately €50.3 million as at 21 May 2021 and access to the €450 million Revolving Credit Facility, of which €246.2 million was drawn as at 21 May 2021 (28 February 2021: €243.1 million). The Group had net debt (including leases) of €494.3 million as at 21 May 2021 (28 February 2021: €441.9 million).

2.4 Amendments to the Group's Existing Facilities

C&C has reached a comprehensive arrangement with the holders of its US Private Placement Notes and the lenders under its Revolving Credit Facility and Term Loan Facility, in order to address the continuing difficulties in trading conditions arising from COVID-19. Given the anticipated impact the COVID-19 pandemic would have on financial covenants tests, in 2020 and 2021 the Group negotiated waivers of the Interest Cover Ratio and the Leverage Ratio covenants for the Existing Facilities, which resulted in the temporary waiver of those covenants until and including 28 February 2022, and the imposition of monthly tests for minimum liquidity and maximum gross debt.

In addition, the Group has negotiated the Conditional Covenant Waivers, pursuant to which the Interest Cover Ratio and Leverage Ratio covenants will be loosened from their original levels for the 12-month period ending 31 August 2022, before reverting back to their original levels for the 12-month period ending 28 February 2023 and thereafter. If a Minimum Equity Raise is completed by 31 July 2021 and the Conditional Covenant Waivers come into effect, the covenants will be tested at the levels and for the 12-month periods ending as of the applicable testing dates set forth below. The Group must certify its compliance with the applicable covenants to the holders of its US Private Placement Notes and the lenders under its Revolving Credit Facility and Term Loan Facility when it delivers its financial reports within 60 days following its August fiscal half year-end and within 120 days of its February fiscal year-end.

	31 August 2021 ––––––––––	28 February 2022 ––––––––––	31 August 2022 ––––––––––	28 February 2023 and thereafter ––––––––––
Leverage Ratio	N/A	N/A	≤ 4.5:1	≤ 3.5:1
Interest Cover Ratio	N/A	N/A	≥ 2.5:1	≥ 3.5:1

The Conditional Covenant Waivers are conditional upon completion of a Minimum Equity Raise by 31 July 2021. As a result, if the Rights Issue were not to proceed, the Conditional Covenant Waivers would lapse. If the Rights Issue does not proceed and an alternative Minimum Equity Raise is not completed by 31 July 2021, and the Conditional Covenant Waivers do not become effective, the applicable covenant testing levels will be as set forth below.

	31 August 2021 ––––––––––	28 February 2022 ––––––––––	31 August 2022 ––––––––––	28 February 2023 and thereafter ––––––––––
Leverage Ratio	N/A	N/A	≤ 3.5:1	≤ 3.5:1
Interest Cover Ratio	N/A	N/A	≥ 3.5:1	≥ 3.5:1

As part of the agreement reached to waive the debt covenants, a minimum liquidity requirement and a gross debt restriction have been put in place. Where a Minimum Equity Raise is not completed by 31 July 2021, the minimum liquidity requirement and a gross debt restriction will remain in place until the Group is able to show compliance with its original debt covenant levels at the 31 August 2022 or any subsequent test date, and, with respect to the minimum liquidity requirement, the Group must maintain liquidity of at least €150 million each month (except for July 2021 and December 2021 when the minimum amount of liquidity is €120 million, June 2022 when the minimum amount of liquidity is €80 million and July 2022 when the minimum amount of liquidity is €100 million).

If a Minimum Equity Raise is completed by 31 July 2021, the minimum liquidity requirement and a gross debt restriction will remain in place until the Group is able to show compliance with its original debt covenant levels at the 28 February 2023 or any subsequent test date, and, with respect to the minimum liquidity requirement, the Group must maintain liquidity of at least €150 million each month. A monthly gross debt cap of €750 million applied in the financial year ended 28 February 2021 and will continue during the financial year ending 28 February 2022 but will reduce to €700 million following a Minimum Equity Raise. The minimum liquidity requirement and gross debt restriction can be lifted earlier in certain circumstances.

For further details on the Conditional Covenant Waivers, see section 16 (Material Contracts) of Part XI (Additional Information).

2.5 Rationale for the Rights Issue

The Rights Issue is intended, alongside the other actions the Group has already implemented, to reduce leverage and provide sufficient liquidity to manage near-term trading uncertainty, providing the Group with the capital structure to support the business during further potential disruptions from COVID-19 and to deliver on its strategy once unrestricted trading resumes. In addition, the Conditional Covenant Waivers, described above, are conditional upon completion of a Minimum Equity Raise by 31 July 2021.

The Board has considered a number of different scenarios and assumptions and the impact these might have on the Group's financial position in deciding on the appropriate quantum. These included the potential duration of any future lockdowns, the impact of ongoing restrictions, the unwinding of temporary working capital supports from government and tax authorities, potential economic impact on demand through the recovery and the likelihood of any further waves of lockdown. Taking these into consideration, the Board believes that a Rights Issue to raise gross proceeds of approximately £151 million will not only reduce the Group's leverage but allow it to continue to deliver upon its strategy.

Efficient capital allocation is a central pillar of the Group's strategy. The Board continues to believe that financial strength and balance sheet flexibility is a source of competitive advantage for the Group in the long term and is of the view that a Leverage Ratio below 2.0x is appropriate for the Group once unrestricted trading resumes.

The COVID-19 pandemic will result in continued uncertainty for the Group in the short term. However, the Board maintains a long-term strategic focus and believes the decisive actions taken to date, in conjunction with the Rights Issue, will ensure that the Group emerges from the COVID-19 pandemic in the best possible position to capitalise on the opportunities that are likely to present themselves as a direct consequence of the pandemic, such as market share growth opportunities in the on-trade. The Board believes these opportunities will arise as a result of changes in the competitive landscape, primarily for distribution businesses.

3. C&C'S STRENGTHS

C&C plays an important role in the infrastructure of the UK and Irish drinks market. It is a leading, vertically integrated company which manufactures, markets and distributes branded drinks across the UK and Ireland.

The core strengths of the business are embedded within the brand-led, number one "final-mile" drinks distributor model which comprises the Group's core brands, a portfolio of super-premium and craft brands, and a critical distribution infrastructure providing route-to-market for international brand owners, in addition to smaller local and regional brand owners. The Group believes that this allows it to provide one of the largest portfolios of products to customers in the on-trade and off-trade channels.

3.1 Experienced management team

C&C benefits from an experienced management team and increasingly engaged employees throughout the Group. This team has demonstrated the ability to respond to rapidly changing market conditions and has a proven track record of delivering strong operational and financial performance.

During the exceptionally challenging trading conditions presented by the COVID-19 pandemic, the management team has maintained the Group's key focus of continuing to deliver high levels of service; the distribution network has remained operational since the emergence of COVID-19, allowing the business to react more quickly to the re-opening of the on-trade following the first national lockdown and ensuring that stock is in place as demand dictates. During the re-opening of the on-trade in the Group's core markets between July and September 2020, the Group's sales rapidly improved and monthly management accounts indicated that the Group was profitable for the period of the re-opening. The on-trade in the UK partially re-opened from its most recent lockdown period on 12 April 2021 and preliminary indications are that trading since that date has been relatively robust with respect to outdoor dining and takeaway drinks services, providing encouraging signs for the hospitality sector.

Customer service and satisfaction remain a priority core focus. During the COVID-19 pandemic, the Group has maintained high service levels, as reflected in its net promoter scores and "on-time, in-full" deliveries, and despite the global supply chain challenges presented by the pandemic, it has minimised product range issues. While the Group has experienced a rapid shift in consumers' consumption dynamics towards the off-trade channel since the onset of the COVID-19 pandemic, the Group's brand strength was reflected by its increased market share in the off-trade channel (Group net revenue grew by 14.2 per cent. in the off-trade in the financial year ended 28 February 2021 compared to the prior financial year).

3.2 Core brands

C&C's core brands have historically delivered resilient revenues, better margins and are strongly cash generative.

• Tennent's Lager is the number one beer in Scotland in both the on- and off-trade channels, and just prior to the COVID-19 pandemic the brand enjoyed a 52.5 per cent. volume share of lager in the on-trade4 and 25.4 per cent. in the off-trade5. Strong off-trade demand throughout the pandemic has further cemented the brand's position with off-trade volume share increasing to 26.5 per cent. ⁶ The Group continues to innovate the brand in line with changing consumer preferences with the development of Tennent's Light and Zero. Tennent's Lager boasts a long history, with origins dating back to Glasgow in 1885. Purchased alongside the Wellpark Brewery in Glasgow and brand distribution rights including Stella Artois and Beck's from AB InBev in 2009, the brand also successfully provided the Group with a platform for developing Magners in Scotland, demonstrating the Group's strength in leveraging new routes to market for its existing brands. Tennent's leading position has also allowed the Group to benefit from the implementation of minimum unit pricing (MUP) in Scotland, profitably taking share from less-recognised value brands while supporting margins in the off-trade.
• Bulmers is the number one cider brand in Ireland with 80 years of heritage and provenance that resonates with Irish consumers7. Just prior to the outbreak of the COVID-19 pandemic the brand held a 57.5 per cent. volume share of cider8. Bulmers is available in more than 95 per cent. of Irish pubs9 and is the fourth largest brand by volume in the broader long alcoholic drink (LAD) market, behind only Guinness (stout), Heineken (lager) and Coors (lager)10. Strong offtrade demand throughout the pandemic has bolstered the brand's position with off-trade cider volume share increasing in the year from 46.8 per cent. ¹¹ to 50.5 per cent. ¹² To cater to new consumer preferences, the brand has also evolved to include a variety of options. In addition to Bulmers Original, the range includes Bulmers Light, Bulmers 0.0% and Bulmers Rose.

⁴ Source: CGA, MAT to week ending 21 March 2020

⁵ Source: IRI, Beer Category, Volume Sales, Client defined price benchmark, MAT to week ended 23 February 2020, Total Scotland

⁶ Source: IRI, Beer Category, Volume Sales, Client defined price benchmark, MAT to week ended 21 February 2021, Total Scotland

⁷ Source: NielsenIQ, MAT to February 2020

⁸ Source: NielsenIQ, MAT to February 2020

⁹ Source: NielsenIQ, MAT to February 2020

¹⁰ Source: NielsenIQ, MAT to February 2020

¹¹ Source: NielsenIQ, MAT to February 2020

¹² Source: NielsenIQ, MAT to February 2021

• Magners is the number three apple cider brand in the UK13, and a globally recognised brand, exported to more than 40 countries. The cider market in Great Britain experienced a challenging year as a result of the COVID-19 pandemic, and largely due to declines in the ontrade channel. Magners experienced volume share growth of 0.4 per cent. in the off-trade channel with volumes up 29.2 per cent. against Great Britain's total off-trade cider volume growth of 21.2 per cent. ¹⁴ The Magners range includes Magners Original, Magners Original Draught, Magners 0.0%, Magners Rose, Magners Dark Fruit and Magners Classic Pear.

C&C's International division manages the sale and distribution of the Group's owned brand products, principally Magners and Tennent's, outside of the UK and Ireland. The Group exports its brands to over 40 countries globally, notably in continental Europe, Asia, Australia and North America. The Group operates mainly through local distributors in these markets and regions.

3.3 Super premium and craft brands

C&C owns or has exclusive distribution rights to a growing portfolio of super-premium and craft beer and cider brands which serve consumer's increasing demand for diversity, "newness" and taste. These brands include Heverlee, Menabrea, Five Lamps and Orchard Pig. C&C has continually sought to refresh its portfolio of super-premium and craft brands, most recently announcing a new long-term "partnership for equity" deal with Innis & Gunn, the number one craft beer in Scotland and a top three craft beer in the UK. With the investment in Innis & Gunn in January 2021, the Group received an equity stake of 8 per cent., along with a long-term incentive scheme which will make a number of additional shares available to the Group. In addition, C&C will support the production of Innis & Gunn craft beers at the Group's Wellpark Brewery in Glasgow and will exclusively sell and distribute Innis & Gunn's award-winning range of beers across the on-trade in the UK and Ireland. In addition to super-premium and craft, C&C's complete range of brands also includes niche and speciality brands as well as premium agency brands such as Stella Artois, Beck's, Budweiser and Corona.

3.4 Distribution

C&C has significant size, scale and distribution reach across the on-trade channels in the UK and Ireland with the ability to reach 99 per cent. of the UK population the next day through its Matthew Clark network. C&C is the number one "final-mile" independent drinks distributor to the UK and Irish hospitality sectors and is a key route-to-market partner for both local and international beverage brand owners. The strength of the Group's service offering and scale has driven significant distribution deals in the financial year ended 28 February 2021. In Ireland, the Group has strengthened its partnership with Budweiser Brewing Group UK&I, a part of AB InBev, whereby the Group has taken responsibility for the sale and distribution of AB InBev's complete Budweiser beer brand portfolio across the Island of Ireland. C&C has been working with Budweiser through AB InBev since 2009 and has been responsible for brewing and distributing a selection of the brewer's brands in Scotland, Northern Ireland and the Republic of Ireland. In the UK, C&C was chosen as the exclusive distributor of Tito's Handmade Vodka, the number one selling spirit brand in the United States, and Innis & Gunn, Scotland's number one craft beer.

Operating under the Matthew Clark, Bibendum, Tennent's and Bulmers Ireland brands, the Group supplies approximately 13,000 SKUs to over 34,000 pubs, bars, restaurants and hotels ensuring a comprehensive portfolio. With a complete distribution platform, C&C acts as an important partner to on-trade customers due to its ability to deliver product expertise and insight into evolving consumer tastes. The national distribution networks and economies of scale also provide substantial coverage, service and value to the benefit of the Group's on-trade customers.

C&C provides suppliers with high-frequency data driven knowledge of local and regional markets. Using data collected across approximately 900,000 orders per year, the Group is able to tailor its

¹³ Sources: CGA, MAT to week ending 21 March 2020 and IRI, Cider Category, Volume Sales, MAT to week ended 21 February 2021, Total GB

¹⁴ Source: IRI, Cider Category, Volume Sales, MAT to week ended 21 February 2021, Total GB

marketing strategies for its owned brand products and provide valuable insight to its suppliers from across the on-trade channels. C&C also lends capital to its customers in Ireland and Scotland.

C&C is a major distributor to the UK and Ireland off-trade channels selling a range of owned and agency brands primarily across beers, ciders and wines.

3.5 Joint ventures and partnerships

The Group has an investment in Admiral Taverns, the tenanted pub group which owns approximately 1,000 pubs across England and Wales, having originally invested in the joint venture in September 2017. C&C (the owner of 48.85 per cent. of the joint venture) and its joint venture partner, Proprium Capital Partners (the owner of 49.05 per cent. of the joint venture), a real estate firm with US\$2.0 billion of assets under management, collectively own 97.9 per cent. of Admiral Taverns, with the balance held by the management of Admiral Taverns. The investment in Admiral Taverns provides the Group's brands with improved distribution in a well-established pub network across the UK and an opportunity to enhance on-trade penetration further over time.

3.6 Cost base agility

The Group's ability to scale the cost base of its operations to address profitable market opportunities, whilst maintaining its customer-centric focus has been a feature of its business for many years. In the last quarter of the financial year ended 28 February 2021, the Group again implemented cost reduction programmes across the business and began the process of consolidating its distribution network in England and Scotland and right-sizing its headcount across all functions. These initiatives are expected to deliver annualised cost savings of €18 million by the end of the financial year ending 28 February 2022.

3.7 Environmental, social and governance ("ESG") credentials

The Group recognises its responsibility to society and the importance of its ESG strategy and commitments and the increasing important role that this plays in the decision making of the Group's stakeholders. This year, the Group started to trial electric vehicles and vehicles using alternative fuel types. In October 2019, the Group announced a £7.0 million investment in packaging equipment at Wellpark Brewery which will help to facilitate the move out of single use plastic from the packaging of its canned products at the site during 2021. In addition, the Group has invested in a carbon capture facility at Wellpark, which will allow the brewery to store and utilise over 4,000 tonnes of CO2 per year. These initiatives are part of the 'Because Life is Bigger than Beer' initiatives and the sustainability pledges that have been made as part of the campaign.

The Group has already significantly reduced its carbon emissions and carbon dioxide consumption. Based on the Group's calculation of the amount of carbon sequestered in the orchards in Ireland from which it sources its apples (which is calculated assuming an apple yield of 15 tonnes per acre and sequestration of 11 tonnes of CO2 per hectare), the sequestration more than offsets the Group's scope 1 emissions at its plant in Clonmel, Ireland. In addition, all of the scope 2 emissions are certified by the site's energy provider as being 100 per cent. from renewal sources. The combination of sequestration for scope 1 emissions and reliance on renewable energy for scope 2 emissions makes the Group's Clonmel plant effectively carbon neutral.

C&C was included in the Financial Times' inaugural listing of Europe's Climate Leaders which was published on 18 May 2021. The list included 300 companies found to have achieved the greatest reduction in their greenhouse gas emissions intensity between 2014 and 2019. Emissions intensity was defined as tonnes of emissions of CO2 equivalent per €1 million of revenue.

Although the COVID-19 pandemic has impacted on the Group's plans around water optimisation and usage, it continues to strive to deliver improvements in its water usage. For the financial year ended 28 February 2021, total water usage for the Group was 3.27 hectolitres of water per hectolitre of product, which continues to be better than the average of the large global brewers, which is estimated to be 3.3 hectolitres of water per hectolitre of product produced (including 3.5 for Heineken and 3.4 for Molson Coors according to their public announcements), while electricity and gas efficiency has also improved at the Group's primary manufacturing facilities.

C&C has been a long-time advocate of the responsible consumption of its products. The Group has supported the introduction of MUP in Scotland since the initiative's introduction in 2018 and through its association with Drinkaware, has also supported the moderate consumption of its products to ensure they are enjoyed safely by its consumers. Recognising the evolving trends around moderation and reduced consumption, the Group has introduced low and no alcohol variants of its core brands such as Tennent's Light, Tennent's Zero and its own hard seltzer brands in Ireland and Scotland.

In 2020, the Group established an ESG Committee tasked with progressing its sustainability agenda. Drawing on resources and employees from a range of departments, the Group's overall objective is to operate as efficiently and sustainably as possible by focusing efforts across six key pillars, which support the UN Sustainable Development Goals. These six pillars aim to reduce the Group's consumption of the planet's valuable resources and promote a positive impact with regards to the Group's customers and products (see section 14 (Environment, Social and Governance) of Part IV (Business)) for further information on the Group's ESG policy).

4. C&C'S STRATEGY

During the past year, the Group has developed and implemented its strategy in pursuit of becoming the preeminent brand-led drinks distribution platform serving the UK and Ireland drinks market. The Group has a track record of cash generation and as markets normalise and the Group's trading returns to growth, the Directors believe that this should ensure that the business has the financial footing and balance sheet to deliver on its strategy, which will be key to a rapid return to shareholder value creation.

The primary pillars of the Group's strategy are:

• Brand strength invest and grow the portfolio of leading local brands, ciders and premium beers;
• System strength to position the Group as the UK and Ireland's most efficient and effective drinks distribution system;
• Environmental, social and governance to deliver on its structured programme of continuous improvement; and
• Efficient capital allocation to ensure the efficient allocation of capital to enhance growth and Shareholder returns.

4.1 Brand strength

The Group's strategy is to deliver earnings growth and this is principally achieved through investment in, and organic growth of the Group's existing portfolio, brand-led distribution in its core markets and strategic capital allocation through selected acquisitions and partnerships. C&C will continue to build the value of key brands over the long term in both the on-trade and off-trade channels. The development and evolution of the Group's portfolio is important and the Group intends to leverage key brand strength, owned route-to-market capabilities and market position. Through the recovery phase following COVID-19, C&C intends to specifically focus and invest in growing its share of cider and premium beer. In addition, C&C intends to enhance its wider portfolio with new agencies or equity for growth brands such as the recently signed partnership with Innis & Gunn in January 2021.

With the investment in Innis & Gunn, the Group received an equity stake of 8 per cent. and entered into a long-term incentive scheme which will make a number of additional shares available to the Group based on performance targets. The Group also partners with other drinks producers and acts as an exclusive distributor for certain domestic and international brands, which it refers to as "agency" brands. The Group aims to increase its agency brand share and proactively targets new agencies.

4.2 System strength

The Group has continued to focus on strengthening its distribution business through recent restructuring and optimisation of its distribution network, enabling the Group to become a comprehensive "one-stop-shop" for licensed premises owners. The strength of the Group's final-mile distribution is reflected through new exclusive distribution deals, including with Budweiser in Ireland; Tito's Handmade Vodka in the UK; and Innis & Gunn.

In addition, following the acquisition of the Matthew Clark and Bibendum businesses in April 2018 the Group has sought to optimise its distribution networks to drive ongoing efficiencies and enhance future margins. The Group is consolidating its network of depots in England and moving all of its distribution in-house. In addition, in May 2021 the Group opened a new 50,000 square foot depot in Edinburgh, which will result in the subsequent closure of four depots in the distribution network in Scotland.

Ongoing refinements to the distribution operating model will continue to improve the operating leverage characteristics of the business and should position the Group well when unrestricted trading resumes. The partial re-opening of the on-trade channel in the UK and Ireland from July through September 2020 demonstrated the underlying strength of the business model as the Group returned to profitable trading and underlying cash generation during this period. In the Matthew Clark business, new account openings increased year-on-year from July to September 2020 by 66 per cent.

The Board believes strategic drivers of growth across distribution in the Group are further customer acquisitions, growing its share of customer outlets and re-enforced supplier relationships in a post COVID-19 environment. The Board believes that the competitive landscape will evolve as a direct consequence of the pandemic and customers should be attracted to C&C on the basis of its stability, range, customer service, data and insight. The Group will continue to drive the adoption of technology to improve its end-to-end service with the aim of delivering efficiencies, more effective business processes and a competitive marginal cost to serve.

4.3 Environmental, social and governance

The Group recognises its responsibility to society and the importance of its ESG strategy and commitments and the increasingly important role that this plays in the decision making of the Group's stakeholders. The Group has a structured programme of continuous improvement to ensure that it is able to deliver on its sustainability objectives. The Group has made good progress delivering on its sustainability objectives which has included trialling electric vehicles, optimising the distribution network in order to reduce fleet mileage, the introduction of no and low alcohol variants and putting in place health and well-being support systems for its employees. Lastly, the Group has formed an ESG board committee and formally launched its ESG strategy.

4.4 Efficient capital allocation driving efficiency across the Group

The Group is operationally levered and will continue to aim to drive efficiencies to ensure a lean cost base and agile operating model across the Group. C&C has taken a number of steps in recent years in order to achieve this. For example, following the acquisition of the Matthew Clark and Bibendum businesses the Group integrated the businesses into the wider Group and removed any unnecessary duplications of functions, costs and platforms.

The Group will also seek to continue to strengthen its key capabilities across digital, brand management, procurement and technology. The Group has invested in technology and will continue to do so as the markets in which it operates evolve, with COVID-19 accelerating some online and ecommerce trends. The Group anticipates that by the end of the financial year ending 28 February 2022 on-trade online orders will make up approximately 70 per cent. of the revenue for the business in Scotland.

The Board continues to believe that financial strength and balance sheet flexibility is a source of competitive advantage for the Group in the long term and is of the view that a Leverage Ratio of less than 2.0x is appropriate for the Group once unrestricted trading resumes.

5. USE OF PROCEEDS

The net proceeds of the Rights Issue of approximately £143.5 million will be used to reduce the Group's leverage and provide sufficient liquidity to manage near-term trading uncertainty whilst ensuring that it is in a position to execute its long-term strategy by further strengthening its brands and optimising its distribution system as the hospitality sector emerges from the COVID-19 pandemic.

6. CURRENT TRADING AND PROSPECTS

With outdoor as well as restricted indoor hospitality once again reopened in parts of the UK, the Group has been able to respond quickly to rapidly evolving demand with UK on-trade outlets traded with for the week ended 16 May 2021 at 65 per cent. compared to the corresponding week in 2019. In addition, Irish hospitality is due to reopen from early June.

As part of consolidating its distribution network, the Group successfully moved all of its English distribution in-house. In addition, a new 50,000 square foot depot in Edinburgh was opened in May 2021 and resulted in the subsequent closure of four depots in the existing Scotland network.

With approximately 80 per cent. of the Group's pre-COVID-19 net revenue derived from the hospitality sector, the pandemic has had an unprecedented impact on the Group. As the hospitality sector recovers from COVID-19, the Group will continue to be flexible in its approach and work with its customers who will face challenges as trade reopens and support them through collaboration with its suppliers and partners. The Group's business model was proven during the year ended 28 February 2021 as, during the periods of ontrade restrictions easing, the Group returned to profitable trading and cash generation. C&C's brand strength was demonstrated by its core brands growing off-trade share, and the Group intends to build on this as the hospitality sector reopens, targeting cider share growth and building its market share in premium beer which it continues to see as a significant market opportunity. Development and evolution of the Group's branded portfolio will remain key for growth and will be enhanced by developing the wider portfolio with new agencies or equity for growth brands. Further, C&C intends to continue to optimise its systems through cost streamlining, infrastructure consolidation and the adoption of technology and efficiencies across the Group.

The Group is cautiously optimistic about trade recovering in the coming financial year and expects to continue to play an important role in the UK and Ireland drinks market with its brand and distribution assets appreciated by consumers, customers and brand owners alike.

Following the Rights Issue and once unrestricted trading resumes, the Directors believe that a long-term Leverage Ratio of below 2.0x is appropriate for the Group, coupled with a medium-term targeted free cash flow conversion rate of 65-75 per cent. and a steady state target of mid to high single digit earnings per share growth.

7. DIVIDEND POLICY

As first announced on 30 April 2020, the Board has suspended dividend payments as part of the Group's liquidity actions in response to the COVID-19 pandemic. The Company recognises the importance of dividends, and although it has no fixed dividend policy, is determined to resume returning capital to Shareholders as soon as the operating environment and resulting financial and cash flow performance of the Group permits.

However, given the ongoing uncertainty resulting from the COVID-19 pandemic, it is not possible to provide accurate guidance as to when the Company will be able to resume returning capital to Shareholders. Currently, covenant terms for the Company's Revolving Credit Facility and US Private Placement Notes impose restrictions on the payment of dividends for the duration of the relevant waiver period, which runs until the Company shows compliance with its original leverage and interest cover covenants. In the case of the US Private Placement Notes, the relevant waiver period runs until the Company shows compliance with its original leverage and interest cover covenants for (x) if the Minimum Equity Raise has occurred by 31 July 2021, the 12-month period ending 28 February 2023 (or such subsequent half year date if compliance is not shown at such time) or (y) if the Minimum Equity Raise has not occurred by 31 July 2021, the 12 month period ending 31 August 2022 (or such subsequent half year date if compliance is not shown at such time). The waiver period can be ended earlier by the Company if it can show that, with respect to the Revolving Credit Facility, it was in compliance with its original covenants for the relevant period and, with respect to the US Private Placement Notes in the event the Minimum Equity Raise has occurred by 31 July 2021, for the period ending 31 August 2022 it was in compliance with adjusted leverage and interest cover covenants and no default then existed.

8. WORKING CAPITAL STATEMENT

In the opinion of the Company, taking into account the net proceeds of the Rights Issue and the debt facilities available to the Group, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months following the date of this Prospectus.

8.1 Assumptions in respect of the impact of COVID-19

In making the above working capital statement, the Company, as required by the ESMA Recommendations (as defined below), with respect to the approval of this Prospectus by the FCA, and the ESMA Guidelines (as defined below), with respect to the approval of this Prospectus by the Central Bank of Ireland, has assessed whether there is sufficient headroom to cover a reasonable worst-case scenario. COVID-19 has resulted in increased levels of uncertainty for the Company, with a range of possible scenarios and consequential financial impacts. For the purposes of this working capital statement, the Company has formed its view of a reasonable worst-case scenario using the following COVID-19-specific assumptions, which the working capital statement is therefore dependent upon:

• re-opening of on-trade premises in England, Scotland and Ireland on the following phased basis:
  • In England, on-trade premises re-opened with restrictions in April 2021, with the Group initially achieving on-trade revenues 75 per cent. below pre-COVID-19 levels (which represents the performance in April 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 40 per cent. of pre-COVID-19 levels;
  • In Scotland, on-trade premises re-opened in May 2021, with the Group initially achieving on-trade revenues 64 per cent. below pre-COVID-19 levels (which represents the performance in May 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 39 per cent. of pre-COVID-19 levels; and
  • In Ireland, on-trade premises re-open in June 2021, with the Group initially achieving on-trade revenues 74 per cent. below pre-COVID-19 levels (which represents the performance in June 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 38 per cent. of pre-COVID-19 levels;
• furlough and similar labour and fixed cost support schemes remain in place for the current duration of the announced schemes in the UK and Ireland;
• a constrained trade credit environment in the financial year to 28 February 2022 with customers requiring extended support approximately 10.5 per cent. above pre-COVID-19

levels and creditors reducing their terms by approximately 10.5 per cent. below pre-COVID-19 levels; and

• on-trade volumes in all territories remaining 20 per cent. below pre-COVID-19 levels in the year to 28 February 2023.
• 8.2 The working capital statement in this Prospectus, as approved by the FCA in accordance with Section 85 of the FSMA, has been prepared in accordance with the ESMA update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (the "ESMA Recommendations") and the technical supplement to the FCA Statement of Policy published on 8 April 2020 relating to the COVID-19 pandemic.
• 8.3 The working capital statement in this Prospectus, as approved by the Central Bank of Ireland as competent authority in the European Union under the EU Prospectus Regulation, has been prepared in accordance with the ESMA guidelines on disclosure under the EU Prospectus Regulation requirements (the "ESMA Guidelines").

9. PRINCIPAL TERMS OF THE RIGHTS ISSUE

The Company is offering 81,287,315 New Ordinary Shares by way of the Rights Issue at 186 pence per New Ordinary Share. The New Ordinary Shares are being offered to Qualifying Shareholders. The Rights Issue is expected to raise gross proceeds of approximately £151 million.

The Issue Price represents a discount of approximately:

• 38.9 per cent. to the Closing Price of 304.6 pence on 25 May 2021 (being the last Business Day prior to the date of this letter); and
• 33.6 per cent. to the Theoretical Ex-Rights Price of 280.1 pence, based on the Closing Price on 25 May 2021.

The Rights Issue will be made on the basis of:

6 New Ordinary Shares for every 23 Existing Ordinary Shares

held by Shareholders at close of business on the Record Date (being 24 May 2021).

The Rights Issue is fully underwritten by the Underwriters pursuant to the Underwriting Agreement, the principal terms and conditions of which are summarised in paragraph 16.1 of Part XI (Additional Information) of this Prospectus, together with the details of the Underwriters of the Rights Issue.

The Rights Issue will result in 81,287,315 New Ordinary Shares being issued (representing approximately 26.1 per cent. of the existing issued share capital and 20.7 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue).

The Rights Issue is conditional, amongst other things, upon Admission becoming effective by no later than 8.00 a.m. (London/Dublin time) on 27 May 2021 or such later time and/or date (not later than 3 June 2021) as the Company and the Joint Global Co-ordinators (acting for themselves and on behalf of the other Underwriter) may agree.

Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange will commence at 8.00 a.m. (London time) on 27 May 2021.

The New Ordinary Shares will rank equally with other Ordinary Shares in all respects, including the right to receive other dividends and distributions (if any) made, paid or declared after the date of issue.

Entitlements to New Ordinary Shares will be rounded down to the next lowest whole number (or to zero in the case of Qualifying Shareholders holding fewer than 4 Existing Ordinary Shares at the close of business on the Record Date) and fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders. Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in the New Ordinary Shares, nil paid. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company. Qualifying CDI Holders should note that Euroclear UK does not distribute fractional entitlements in CREST. Qualifying Euroclear Shareholders should note that Euroclear Bank distributes fractions to the holders of the largest fractional entitlements until all fractions are distributed but that their entitlement to fractions will depend upon the procedures of their respective Admitted Institutions.

10. C&C GROUP EMPLOYEE SHARE PLANS

Under the rules of each of the C&C Group Employee Share Plans, the options and awards granted under the C&C Group Employee Share Plans may be adjusted in such a way as the Remuneration Committee considers appropriate to compensate option and award holders for any effect the Rights Issue will have on those options and awards). Participants in the C&C Profit Sharing Scheme will be able to participate in the Rights Issue in accordance with the rules of the plan.

Participants in the C&C Group Employee Share Plans will be contacted separately with further information on how their options and awards may be affected by the Rights Issue.

11. OVERSEAS SHAREHOLDERS

The attention of Overseas Shareholders who have registered addresses outside the UK or Ireland, or who are citizens of or resident or located in countries other than the UK or Ireland, is drawn to the information in paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

12. TAXATION

Information about certain taxation in the UK, Ireland and the United States in relation to the Rights Issue is set out in Part X (Taxation) of this Prospectus. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than those noted above, you should consult your own independent tax adviser without delay.

13. FURTHER INFORMATION

Your attention is also drawn in connection with the Rights Issue to the further information contained in Part II (Questions and Answers on the Rights Issue). Your attention is also drawn to the further information set out in Part III (Terms and Conditions of the Rights Issue). This letter is not, and does not purport to be, a summary of this Prospectus and therefore should not be regarded as a substitute for reading this Prospectus. You should read the whole of this Prospectus, the documents incorporated herein by reference and the Provisional Allotment Letter (if applicable) and not rely solely on the information set out in this Part I (Letter from the Non-Executive Chair of C&C Group plc) of this Prospectus.

14. RISK FACTORS

This Prospectus contains a detailed discussion of risks associated with an investment in the Group and the Rights Issue. You should consider fully and carefully these risk factors, as set out in the section headed "Risk Factors" on pages 8 to 30 of this Prospectus.

15. ACTION TO BE TAKEN

The latest time for acceptance by Shareholders under the Rights Issue is 11.00 a.m. on 18 June 2021. The procedure for acceptance and payment is set out in paragraph 2.2 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus. Further details also appear in the Provisional Allotment Letter which will be sent to all Qualifying Certificated Shareholders (other than, subject to certain exceptions, those Qualifying Certificated Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories).

For Qualifying Certificated Shareholders who validly take up their rights, the New Ordinary Shares will be issued in certificated form and will be represented by definitive share certificates, which are expected to be sent to the registered address of the person(s) entitled to them by no later than 2 July 2021 (or such later date as may be notified by the Company through an announcement or publication of a supplementary prospectus).

For Qualifying Euroclear Shareholders and Qualifying CDI Holders who validly take up their rights, it is expected that the stock accounts of the Qualifying Euroclear Shareholders and Qualifying CDI Holders will be credited with their entitlements to New Ordinary Shares as soon as practicable after 8.00 a.m. on 21 June 2021 (or such later date as may be notified by the Company through an announcement or publication of a supplementary prospectus).

Qualifying Euroclear Shareholders should refer to their Admitted Institution and Qualifying CDI Holders who are CREST sponsored members should refer to their CREST sponsor, regarding the action to be taken in connection with this Prospectus and the Rights Issue.

If you are in any doubt as to the action you should take, you are recommended to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, (being, if you are resident in the United Kingdom, an adviser who is duly authorised under FSMA, or if you are resident in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended), or if you are resident in a territory outside of the United Kingdom or Ireland, another appropriately authorised independent financial adviser).

16. DIRECTORS' INTENTIONS REGARDING THEIR RIGHTS

The Directors are fully supportive of the Rights Issue. Each Director who is a Shareholder and is able to participate in the Rights Issue has confirmed his or her intention to take up in full the New Ordinary Shares to which he or she is entitled under the Rights Issue. In addition, the Directors may decide to acquire additional rights to New Ordinary Shares in the Rights Issue.

Yours sincerely

Stewart Gilliland Non-Executive Chair

PART II

QUESTIONS AND ANSWERS ON THE RIGHTS ISSUE

The questions and answers set out in this Part II (Questions and Answers on the Rights Issue) are intended to be generic guidance only and, as such, you should also read Part III (Terms and Conditions of the Rights Issue) of this Prospectus for full details of what action you should take. If you are in any doubt as to the action you should take, you are recommended to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser (being, if you are resident in the United Kingdom, an adviser who is duly authorised under the Financial Services and Markets Act 2000 (the "FSMA"), or if you are resident in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended), or if you are resident in a territory outside of the United Kingdom or Ireland, another appropriately authorised independent financial adviser). If you are an Overseas Shareholder, you should read question 5.7 of this Part II (Questions and Answers on the Rights Issue) and you should take professional advice as to whether you are eligible and/or need to observe any formalities to enable you to take up your Rights.

Following Migration in March of this year, Ordinary Shares can be held in certificated form (that is, represented by a share certificate) or indirectly through the Euroclear System or through CREST in CDI form. Holders of interests in Ordinary Shares in book-entry form through the Euroclear System or of CDIs through CREST are not Shareholders but are entitled to participate in the Rights Issue subject to the terms and conditions as set out in this Prospectus. Accordingly, these questions and answers are split into five sections:

• Section 1 (General);
• Section 2 (Ordinary Shares in certificated form) answers questions you may have in respect of the procedures for Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form;
• Section 3 (Ordinary Shares in the Euroclear System) answers questions you may have in respect of the equivalent procedures for Qualifying Euroclear Shareholders who hold interests in Existing Ordinary Shares through the Euroclear System;
• Section 4 (CDIs in CREST) answers questions you may have in respect of the equivalent procedures for Qualifying CDI Holders who hold interests in Existing Ordinary Shares in CDI form; and
• Section 5 (Further procedures for Ordinary Shares whether in certificated form, in the Euroclear System or in CREST in CDI form) answers some detailed questions about your rights and the actions you may need to take and is applicable to Ordinary Shares whether held in certificated form or in book-entry form through CREST and/or the Euroclear System.

If you do not know whether your Ordinary Shares are in certificated form or held through CREST and/or the Euroclear System, please contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding public holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

1. GENERAL

1.1 What is a rights issue?

A rights issue is one way for companies to raise money. Companies do this by issuing shares for cash and giving their existing shareholders a right to buy these shares in proportion to their existing shareholdings.

For example, a 1 for 4 rights issue generally means that a shareholder is entitled to buy one new ordinary share for every four currently held. This Rights Issue is a 6 for 23 rights issue; that is, an offer of 6 New Ordinary Shares for every 23 Existing Ordinary Shares held by Qualifying Shareholders at the close of business on 24 May 2021 (the "Record Date").

New ordinary shares are typically offered in a rights issue at a discount to the current share price. In this Rights Issue, the Issue Price of 186 pence per New Ordinary Share represents a 38.9 per cent. discount to the Closing Price of 304.6 pence per Existing Ordinary Share on 25 May 2021 (being the last Business Day prior to the publication of this Prospectus) and a 33.6 per cent. discount to the Theoretical Ex-Rights Price of 280.1 pence per Ordinary Share calculated by reference to the Closing Price on 25 May 2021.

If you do not want to buy the New Ordinary Shares to which you are entitled (if any), you can instead sell your rights to those shares and receive the net proceeds in cash. This is referred to as dealing "nil paid".

1.2 Where will the securities be traded?

Application will be made to the FCA for the New Ordinary Shares (nil paid and fully paid) to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

2. ORDINARY SHARES IN CERTIFICATED FORM

2.1 How do I know if I am eligible to participate in the Rights Issue?

If you receive a Provisional Allotment Letter then you should be eligible to participate in the Rights Issue (as long as you have not sold all of your Existing Ordinary Shares before 8.00 a.m. on 27 May 2021 (the time when the Existing Ordinary Shares are expected to be marked "ex-rights" by the London Stock Exchange), in which case you will need to follow the instructions on page 66 of this Prospectus).

However, if you receive a Provisional Allotment Letter and you have a registered address in, or are a resident, citizen or national of, a country other than the United Kingdom or Ireland you must satisfy yourself as to the full observance of the applicable laws of such territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. Receipt of this Prospectus or a Provisional Allotment Letter does not constitute an offer in those jurisdictions in which it would be illegal to make an offer. Overseas Shareholders should refer to paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus for further details.

If you do not receive a Provisional Allotment Letter, and you do not hold your shares in CREST and/or the Euroclear System, this probably means you are not eligible to subscribe for any New Ordinary Shares. However, see question 2.3 below.

2.2 What are my options and what should I do with the Provisional Allotment Letter?

If you hold your Existing Ordinary Shares in certificated form and do not have a registered address, nor are you resident or located, in the United States or any of the Excluded Territories, you will be sent a Provisional Allotment Letter. The Provisional Allotment Letter will show:

• (a) In Box 1: how many Ordinary Shares you held at the close of business on the Record Date;
• (b) In Box 2: how many New Ordinary Shares you are entitled to buy pursuant to the Rights Issue; and

(c) In Box 3: how much you need to pay if you want to take up your rights in full.

(i) If you want to take up your rights in full

If you want to take up in full your rights to subscribe for the New Ordinary Shares to which you are entitled, all you need to do is send the Provisional Allotment Letter, together with your cheque or banker's draft for the full amount in pound sterling shown in Box 3, payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only", for the full amount payable on acceptance in accordance with the instructions printed on the Provisional Allotment Letter, by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland so as to arrive before 11.00 a.m. on 18 June 2021. You can use the reply-paid envelope which will be provided with the Provisional Allotment Letter. Please allow sufficient time for delivery. The paragraph titled "Procedure for acceptance, instruction and payment" of paragraph 2.2 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus sets out full instructions on how to accept and pay for your New Ordinary Shares. These instructions are also set out in the Provisional Allotment Letter. You will be required to pay in full for all the rights you take up. A definitive share certificate will be sent to you for the New Ordinary Shares you subscribe for and it is expected that such certificate(s) will be despatched to you by 2 July 2021.

Your Provisional Allotment Letter will not be returned to you unless you specifically request so by completing Box 4E on the Provisional Allotment Letter. You will only need your Provisional Allotment Letter to be returned to you if you want to deal in your Fully Paid Rights.

(ii) If you do not want to take up your rights at all

If you do not want to take up or sell any of your rights, you do not need to do anything. If you do not return your Provisional Allotment Letter together with payment for the New Ordinary Shares to which you are entitled by 11.00 a.m. on 18 June 2021, the Company has made arrangements under which the Underwriters will try to find investors to take up your rights by 4.30 p.m. on the third dealing day after the last date for acceptance of the Rights Issue. If the Underwriters find investors and are able to achieve a premium over the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), Shareholders will be sent a cheque for the amount of that aggregate premium above the Issue Price less related expenses (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), so long as the amount in question is at least £5.00. Cheques are expected to be despatched by 2 July 2021 and will be sent to your address as it appears on the Company's register of members (or to the first named holder if you hold Existing Ordinary Shares jointly).

Alternatively, if you want to sell or transfer all of your Nil Paid Rights, see paragraph 2.2(c)(iv) below; or if you want to sell or transfer part of your Nil Paid Rights, see paragraph 2.2(c)(iii) below.

(iii) If you want to take up some but not all of your rights

If you want to take up some but not all of your rights and wish to sell some or all of those you do not want to take up, you should split Provisional Allotment Letters by completing Form X on page 4 of the Provisional Allotment Letter and then return it by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland, so as to be received by 3.00 p.m. on 16 June 2021, the last time and date for splitting Provisional Allotment Letters, together with your cheque or banker's draft for the amount relating to the Nil Paid Rights you wish to take up, payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only", a covering letter stating the number of split Provisional Allotment Letters required and the number of Nil Paid Rights or Fully Paid Rights to be comprised in each split Provisional Allotment Letter. You can use the reply-paid envelope which will be provided with the Provisional Allotment Letter. You should liaise with your selling stockbroker as to the latest time they will accept split Provisional Allotment Letters for depositing into Euroclear Bank. Please allow sufficient time for delivery.

Alternatively, if you want only to take up some of your rights (and do not wish to sell some or all of those you do not want to take up), you should complete Form X on page 4 of the Provisional Allotment Letter and return it by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland, together with a covering letter confirming the number of New Ordinary Shares you wish to take up and a cheque or banker's draft for the appropriate amount. In this case the Provisional Allotment Letter and cheque must be received by Link by 11.00 a.m. on 18 June 2021, being the last time and date for acceptance and payment. You can use the reply-paid envelope which will be provided with the Provisional Allotment Letter. Please allow sufficient time for delivery. Further details relating to payment and acceptance are set out in the paragraph titled "Procedure for acceptance, instruction and payment" of paragraph 2.2 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

(iv) If you want to sell all of your rights

If you want to sell all of your rights you should complete and sign Form X on page 4 of the Provisional Allotment Letter (if it is not already marked "Original Duly Renounced") and pass the entire letter to your stockbroker, bank manager or other appropriate financial adviser or to the transferee (provided they do not have a registered address, nor are they resident or located, in the United States or any of the Excluded Territories).

Please note that your ability to sell your rights is dependent on the demand for such rights and that the price for the Nil Paid Rights may fluctuate. The latest date for selling all of your rights Nil Paid is 11 June 2021. Please ensure, however, that you allow enough time so as to enable the person acquiring your rights to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 18 June 2021.

2.3 What if I do not receive a Provisional Allotment Letter?

If you do not receive a Provisional Allotment Letter and you do not hold your Ordinary Shares through CREST and/or the Euroclear System, this probably means that you are not eligible to participate in the Rights Issue. Some Qualifying Shareholders, however, will not receive a Provisional Allotment Letter but may still be able to participate in the Rights Issue, namely:

• (a) Qualifying Euroclear Shareholders and Qualifying CDI Holders who held their Existing Ordinary Shares in book-entry form on 24 May 2021 and who have converted them to certificated form;
• (b) Qualifying Certificated Shareholders who bought Ordinary Shares before 8.00 a.m. on 27 May 2021 but were not registered as the holders of those Ordinary Shares at the close of business on 24 May 2021 (please see question 2.7 below); and
• (c) certain Overseas Shareholders who can demonstrate to the satisfaction of the Company that the offer under the Rights Issue can lawfully be made to them without contravention of any relevant legal or regulatory requirements (please see question 5.8 below).

If you do not receive a Provisional Allotment Letter on or about 27 May 2021 but think you should have received one, please contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

2.4 If I buy Ordinary Shares before 8.00 a.m. on 27 May 2021 (the date the Ordinary Shares start trading ex-rights) will I be eligible to participate in the Rights Issue?

If you buy Ordinary Shares before 8.00 a.m. on 27 May 2021 (the date the Ordinary Shares start trading ex-rights (that is, without the right to participate in the Rights Issue, referred to as the Ex-Rights Date)) but are not registered as the holder of those Ordinary Shares on the Record Date you may still be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement.

You will not be entitled to Nil Paid Rights in respect of any Ordinary Shares acquired on or after the Ex-Rights Date.

2.5 What should I do if I sell or have sold or transferred all or some of the Ordinary Shares shown in Box 1 of the Provisional Allotment Letter before the Ex-Rights Date?

If you sell or have sold or transferred all of your Ordinary Shares before the Ex-Rights Date but were registered as the holder of those Ordinary Shares on the Record Date, you should complete Form X on page 4 of the Provisional Allotment Letter and send the entire Provisional Allotment Letter together with this Prospectus to the stockbroker, bank or other appropriate financial adviser through whom you made the sale or transfer (provided they do not have a registered address, nor are they resident or located, in the United States or any of the Excluded Territories).

If you sell or have sold or transferred only some of your holding of Ordinary Shares before the Ex-Rights Date, you will need to complete Form X on page 4 of the Provisional Allotment Letter and consult the stockbroker, bank or other appropriate financial adviser through whom you made the sale or transfer before taking any action with regard to the balance of rights due to you.

2.6 How many New Ordinary Shares will I be entitled to subscribe for?

You will be entitled to 6 New Ordinary Shares for every 23 Existing Ordinary Shares held on the Record Date (rounding down to the nearest whole number). Box 2 on page 1 of the Provisional Allotment Letter will show the number of New Ordinary Shares you will be entitled to subscribe for. All Qualifying Certificated Shareholders (other than certain Overseas Shareholders) will be sent a Provisional Allotment Letter.

2.7 What should I do if I think my holding of Ordinary Shares (as shown in Box 1 on page 1 of the Provisional Allotment Letter) is incorrect?

If you are concerned about the figure in Box 1, please contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

2.8 If I take up my rights, when will I receive my New Ordinary Share certificate?

If you take up your rights under the Rights Issue, share certificates for the New Ordinary Shares are expected to be posted by 2 July 2021.

2.9 Can I take up my rights in Euro?

No euro payment option is available. Payment for the rights must be made by cheque or banker's draft for the full amount in pound sterling shown in Box 3, payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only", in accordance with the instructions printed on the Provisional Allotment Letter.

3. ORDINARY SHARES HELD THROUGH THE EUROCLEAR SYSTEM

3.1 How do I know if I am eligible to participate in the Rights Issue?

Holders of interests in Ordinary Shares in book-entry form through the Euroclear System are not Shareholders but are entitled to participate in the Rights Issue subject to the terms and conditions as set out in this Prospectus. Euroclear Nominees Limited will hold legal title to the Nil Paid Rights issued to it for the benefit of the Qualifying Euroclear Shareholders and holders of Euroclear Subscription Rights in accordance with the Euroclear Terms and Conditions and applicable Belgian law.

For all enquiries in connection with the procedure for subscription and payment by Qualifying Euroclear Shareholders or holders of Euroclear Subscription Rights, such persons should refer to their respective Admitted Institution.

Euroclear Bank will credit the accounts of its Admitted Institutions with the relevant number of Euroclear Subscription Rights, reflecting the Nil Paid Rights, as soon as practicable after 8.00 a.m. on 27 May 2021, and the Admitted Institutions will credit the appropriate securities accounts of the Qualifying Euroclear Shareholders.

Qualifying Euroclear Shareholders should be informed by the Admitted Institution through which they hold their Euronext Shares of the number of New Ordinary Shares for which they are entitled to subscribe under the Rights Issue. Qualifying Euroclear Shareholders should contact their Admitted Institution if they have received no information in relation to their entitlements. Overseas Shareholders should refer to paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

3.2 How do I take up my rights in the Euroclear System?

If you are a Qualifying Euroclear Shareholder and wish to subscribe for New Ordinary Shares under the Rights Issue, you must instruct your Admitted Institution with respect to subscription and payment in accordance with the procedures of that Admitted Institution, which will be responsible for instructing the Receiving Agent accordingly. You should refer to paragraph 2.3 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus for details on how to take up and pay for your rights.

3.3 How many New Ordinary Shares am I entitled to subscribe for?

To establish the entitlements of Qualifying Euroclear Shareholders to New Ordinary Shares, tradable and transferable Euroclear Subscription Rights will be used within the Euroclear System, under which each Qualifying Euroclear Shareholder will receive the right to subscribe for 6 New Ordinary Shares for every 23 Euroclear Shares held at the close of business on 24 May 2021.

Qualifying Euroclear Shareholders should be informed by the Admitted Institution through which they hold their Euronext Shares of the number of New Ordinary Shares for which they are entitled to subscribe under the Rights Issue shortly after 27 May 2021.

Euroclear Participants should note that no offer of or invitation to subscribe for New Ordinary Shares is being made into the United States or any of the Excluded Territories. Accordingly, persons in any such territory whose stock account is credited with Euroclear Subscription Rights should not, in connection with the Rights Issue, seek to take up the rights referred to in this Prospectus or transfer the Euroclear Subscription Rights unless the Company and the Underwriters determine that such actions would not violate applicable legal or regulatory requirements. Further details are provided in paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

3.4 What should I do if I think my holding of Ordinary Shares is incorrect?

For all enquiries in connection with the procedure for subscription and payment by Qualifying Euroclear Shareholders or holders of Euroclear Subscription Rights, you should refer to your Admitted Institution.

3.5 If I take up my rights, when will New Ordinary Shares be credited to my stock account(s)?

Delivery of the interests in the New Ordinary Shares to subscribing holders of Euroclear Subscription Rights will take place through the book-entry facilities of Euroclear Bank in accordance with the provisions of applicable Belgian law and the procedures determined by Euroclear Bank and its Admitted Institutions from time to time. The timing of the crediting of the interests in and corresponding to the New Ordinary Shares to the securities accounts of holders of Euroclear Subscription Rights may vary depending on the securities account systems of the relevant Admitted Institutions and, if applicable, other banks or financial institutions.

All questions concerning the timelines, validity and form of instruction and payment to the Admitted Institution of a holder of Euroclear Subscription Rights in relation to the subscription of New Ordinary Shares will be determined by such Admitted Institution in accordance with its usual terms of business or as it otherwise notifies such holder of Euroclear Subscription Rights.

4. CDIs IN CREST

4.1 How do I know if I am eligible to participate in the Rights Issue?

If you are a Qualifying CDI Holder (save as mentioned below), your CREST stock account will be credited with your entitlement to Nil Paid Rights (in CDI form) on 27 May 2021. The stock account to be credited will be the account under the participant ID and member account ID that apply to your CDIs on the Record Date. The Nil Paid Rights are expected to be enabled as soon as practicable after 8.00 a.m. on 27 May 2021. If you are a CREST sponsored member, you should consult your CREST sponsor if you wish to check that your account has been credited with your entitlement to Nil Paid Rights. Overseas Shareholders should refer to paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

4.2 How do I take up my rights using CREST?

If you are a Qualifying CDI Holder, you should refer to paragraph 2.3 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus for details on how to take up and pay for your rights.

Euroclear UK will issue a "corporate actions bulletin" detailing the deadlines to be met and procedures to be followed by CREST members who wish to take up all or some of their entitlements in respect of Nil Paid Rights in CREST. CREST members who wish to take up their entitlements in respect of or otherwise to transfer CDI Rights (representing Nil Paid Rights or Fully Paid Rights) held by them in CREST should refer to the "corporate actions bulletin" and the CREST International Manual for further information on the CREST procedures referred to below.

If you have further questions, particularly of a technical nature regarding acceptance through CREST, you should contact the CREST Service Desk.

4.3 If I buy or have bought Ordinary Shares being delivered in the form of CDIs before 8.00 a.m. on 27 May 2021 (the date that the Ordinary Shares start trading ex-rights) will I be eligible to participate in the Rights Issue?

If you buy Ordinary Shares before 8.00 a.m. on 27 May 2021 but are not registered as the holder of CDIs representing those Ordinary Shares on the Record Date, you may still be eligible to participate in the Rights Issue. Euroclear UK will raise claims in the normal manner in respect of your purchase and your Nil Paid Rights will be credited to your stock account(s) on settlement of those claims.

You will not be entitled to Nil Paid Rights in respect of any further Ordinary Shares acquired on or after the Ex-Rights Date.

4.4 What should I do if I sell or transfer all or some of my Ordinary Shares held in the form of CDIs before 8.00 a.m. on 27 May 2021 (the Ex-Rights Date)?

You do not have to take any action except, where you sell or transfer all of your CDIs before the Ex-Rights Date, to send this Prospectus to the purchaser or transferee or to the stockbroker, bank or other financial adviser through whom you made the sale or transfer (provided they do not have a registered address, nor are they resident or located, in the United States or any of the Excluded Territories). A claim transaction in respect of that sale or transfer will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee.

4.5 How many New Ordinary Shares am I entitled to subscribe for?

It is expected that each CDI Holder will receive a credit to his/her stock account in CREST of his entitlement to Nil Paid Rights (in the form of CDI Rights) on 27 May 2021. It is expected that such rights will be enabled as soon as practicable after 8.00 a.m. on 27 May 2021. The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the CDIs held at the close of business on the Record Date by the Qualifying CDI Holder in respect of which the Nil Paid Rights are provisionally allotted. Qualifying CDI Holders will be entitled to subscribe for 6 New Ordinary Shares for every 23 Existing Ordinary Shares you hold through CDIs at the close of business on 24 May 2021, the Record Date (rounding down to the nearest whole number). You can also view the claim transactions in respect of purchases/sales effected after this date, but before the Ex-Rights Date. If you are a CREST sponsored member, you should consult your CREST sponsor.

CDI Holders should note that no offer of or invitation to subscribe for New Ordinary Shares is being made into the United States or any of the Excluded Territories. Accordingly, persons in any such territory whose stock account is credited with CDI Rights should not, in connection with the Rights Issue, seek to take up the rights referred to in this Prospectus or transfer the CDI Rights unless the Company and the Underwriters determine that such actions would not violate applicable legal or regulatory requirements. Further details are provided in paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

4.6 What should I do if I think my holding of CDIs is incorrect?

If you bought or sold CDIs before 24 May 2021, your transaction may not be entered on the CREST register before the Record Date and you should consult the stockbroker, bank or other appropriate financial adviser through whom you made the sale, purchase or transfer before taking any other action. If you are concerned about the number of Nil Paid Rights with which your stock account has been credited, please contact Euroclear UK directly.

4.7 If I take up my rights, when will New Ordinary Shares be credited to my CREST stock account(s)?

If you take up your rights under the Rights Issue, it is expected that New Ordinary Shares in the form of CDIs will be credited to the CREST stock account in which you hold your Fully Paid Rights on 21 June 2021.

5. FURTHER PROCEDURES FOR ORDINARY SHARES WHETHER IN CERTIFICATED FORM, IN THE EUROCLEAR SYSTEM OR IN CREST IN CDI FORM

5.1 Will I be taxed if I take up or sell my rights or if my rights are sold on my behalf?

If you are resident in the United Kingdom or Ireland for tax purposes, you should not have to pay UK or Irish tax when you fully take up your right to receive New Ordinary Shares, although the Rights Issue may affect the amount of UK or Irish tax you may pay when you sell your Ordinary Shares. However, you may be subject to tax on chargeable gains on any proceeds you receive from the sale of your rights.

Further information for certain Qualifying Shareholders is contained in Part X (Taxation) of this Prospectus. Qualifying Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult their professional advisers as soon as possible. Please note that Link are unable to advise on any taxation issues.

5.2 I understand that there is a period when there is trading in the Nil Paid Rights. What does this mean?

If you do not want to buy the New Ordinary Shares being offered to you under the Rights Issue and you are a Qualifying Shareholder, you can (provided that, subject to certain exceptions, you do not have a registered address, nor are you resident or located, in the United States or any of the Excluded Territories) instead sell or transfer your Nil Paid Rights and receive the net proceeds of the sale or transfer in cash. This is referred to as dealing "nil paid". During the nil paid trading period (between 8.00 a.m. on 27 May 2021 and close of business on 11 June 2021), subject to demand and market conditions, persons can buy and sell the Nil Paid Rights. Please note that your ability to sell your rights is dependent on demand for such rights and that the price of the Nil Paid Rights may fluctuate.

If you wish to sell or transfer all or some of your Nil Paid Rights and you hold your Ordinary Shares in certificated form, you will need to complete Form X, the form of renunciation, on page 4 of the Provisional Allotment Letter and send it to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, to be forwarded to the purchaser or transferee.

If you buy Nil Paid Rights, you are buying an entitlement to take up the New Ordinary Shares, subject to your paying for them in accordance with the terms of the Rights Issue. Any seller of Nil Paid Rights who holds his Ordinary Shares in certificated form will need to forward to you his/her Provisional Allotment Letter (with Form X completed) for you to complete and return, with your cheque, by 11.00 a.m. on 18 June 2021, in accordance with the instructions in the Provisional Allotment Letter.

Qualifying Euroclear Shareholders can transfer Euroclear Subscription Rights (representing Nil Paid Rights) by means of the Euroclear System. Please consult your Admitted Institution.

Qualifying CDI Holders who are CREST members or CREST sponsored members can transfer Nil Paid Rights, in the form of CDI Rights, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST. Please consult your CREST sponsor or stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, for details.

The nil paid trading period on the London Stock Exchange will end at close of business on 11 June 2021, and please note that the latest time and date for acceptance and payment by settlement in CREST will be 12.00 Noon on 15 June 2021, three business days before the latest date for acceptance and payment in the Euroclear System. CDI Rights held in CREST may be converted into Euroclear Subscription Rights. The latest time and date for receipt of an acceptance and payment in full by Euroclear Bank from Admitted Institutions will be 10.00 a.m. on 18 June 2021. Please consult your CREST sponsor or stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, for details.

5.3 What if I want to sell the New Ordinary Shares for which I have paid?

If you are a Qualifying Certificated Shareholder, provided the New Ordinary Shares have been paid for and you have requested the return of the receipted Provisional Allotment Letter, you can transfer the Fully Paid Rights by completing Form X, the form of renunciation, on page 4 of the receipted Provisional Allotment Letter in accordance with the instructions set out on pages 2 and 3 of the Provisional Allotment Letter until 11.00 a.m. on 18 June 2021.

After that time, you will be able to sell your New Ordinary Shares in the normal way. However, the share certificate relating to your New Ordinary Shares is expected to be despatched to you only by 2 July 2021 by ordinary letter post at the risk of the shareholder. Pending despatch of such share certificate, valid instruments of transfer will be certified by Link against the register.

If you hold your New Ordinary Share and/or rights through the Euroclear System, you may transfer them by means of the Euroclear System. Please consult your Admitted Institution.

If you hold your New Ordinary Shares and/or rights in CDI form in CREST, you may transfer them in the same manner as any other security that is admitted to CREST. Please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, for details.

5.4 What if I do nothing?

If you do not want to take up any of your rights, you do not need to do anything. If you do not take up your rights, the number of Ordinary Shares you hold in the Company will stay the same, but the proportion you hold of the total number of Ordinary Shares in the Company will be lower than that held currently. If you are a Qualifying Certificated Shareholder and do not return your Provisional Allotment Letter and payment for the New Ordinary Shares to which you are entitled, by 11.00 a.m. on 18 June 2021, the Company has made arrangements, pursuant to the terms of the Underwriting Agreement, under which the Underwriters will try to find investors to take up your rights by 4.30 p.m. on the third dealing day after the last date for acceptance of the Rights Issue. If the Underwriters find investors and are able to achieve a premium over the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), you will be sent a cheque for the amount of that aggregate premium above the Issue Price less related expenses (including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), so long as the amount in question is at least £5.00. Consequently, if the Underwriters are unable to find investors to take up your rights at premium above the Issue Price by 4.30 p.m. on the third dealing day after the last date for acceptance of the Rights Issue you will not receive any proceeds from the sale of your rights. Cheques for the amount (if any) due to you are expected to be despatched by 2 July 2021 by ordinary letter post and will be sent to your address as it appears on the Company's register of members (or to the first named holder if you hold Existing Ordinary Shares jointly) at the risk of the shareholder.

5.5 Do I need to comply with the Anti-Money Laundering Legislation and Money Laundering Regulations (as set out in the paragraphs titled "Anti-Money Laundering Legislation" in paragraphs 2.2 and 2.3 respectively of Part III (Terms and Conditions of the Rights Issue) of this Prospectus)?

If you are a Qualifying Certificated Shareholder, you do not need to follow these procedures if the value of the New Ordinary Shares you are subscribing for is less than €15,000 (approximately £13,000) or if you pay for them by a cheque drawn on an account in your own name and that account is one which is held with an EU or UK regulated bank or building society. If you are a Qualifying Euroclear Shareholder or Qualifying CDI Holder, you will not generally need to comply with Anti-Money Laundering Legislation, as applicable unless you apply to take up all or some of your entitlement to Nil Paid Rights as agent for one or more persons and you are not an EU or UK regulated financial institution.

Qualifying Certificated Shareholders and Qualifying Euroclear Shareholders and Qualifying CDI Holders should refer to the paragraphs titled "Anti-Money Laundering Legislation" in in paragraphs 2.2 and 2.3 respectively of Part III (Terms and Conditions of the Rights Issue) of this Prospectus for a fuller description of the requirements of the Anti-Money Laundering Legislation.

5.6 What if I hold options and awards under the C&C Employee Share Plans?

The options and awards granted under the C&C Group Employee Share Plans may be adjusted in such a way as the Remuneration Committee considers appropriate to compensate option and award holders for any effect the Rights Issue will have on those options and awards (as permitted by the rules of the relevant C&C Group Employee Share Plans). Participants in the C&C Profit Sharing Scheme will be able to participate in the Rights Issue in accordance with the rules of the plan.

Participants in the C&C Group Employee Share Plans will be contacted separately with further information on how their options and awards may be affected by the Rights Issue.

5.7 What should I do if I live outside Ireland or the United Kingdom?

Your ability to take up rights to New Ordinary Shares may be affected by the laws of the country in which you live and you should take professional advice about any formalities you need to observe. Shareholders resident outside Ireland or the United Kingdom, particularly those resident in the Excluded Territories should refer to paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus.

5.8 What do I do if I have any further queries about the Rights Issue or the action I should take?

If you have any other questions, please contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

Your attention is drawn to the terms and conditions of the Rights Issue in Part III (Terms and Conditions of the Rights Issue) of this Prospectus and (in the case of Qualifying Certificated Shareholders) in the Provisional Allotment Letter.

PART III

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

1. INTRODUCTION

Subject to the fulfilment of the terms and conditions referred to below, the Company is proposing to raise gross proceeds of approximately £151 million by way of a rights issue of 81,287,315 New Ordinary Shares. The New Ordinary Shares will be offered to Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories) by way of rights at 186 pence per New Ordinary Share, payable in full on acceptance by Qualifying Shareholders, on the basis of:

6 New Ordinary Shares for every 23 Existing Ordinary Shares

held on the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) subject to the terms and conditions as set out in this Prospectus and, in the case of Qualifying Certificated Shareholders, the Provisional Allotment Letter.

The Issue Price of 186 pence per New Ordinary Share represents a discount of approximately:

• 38.9 per cent. to the Closing Price of 304.6 pence on 25 May 2021 (being the last Business Day prior to the publication of this Prospectus); and
• 33.6 per cent. to the Theoretical Ex-Rights Price of 280.1 pence based on the Closing Price on 25 May 2021.

The net proceeds of the Rights Issue of approximately £143.5 million will be used to reduce the Group's leverage and provide sufficient liquidity to manage near-term trading uncertainty whilst ensuring that it is in a position to execute its long-term strategy by further strengthening its brands and optimising its distribution system as the hospitality sector emerges from the COVID-19 pandemic.

Times and dates referred to in this Part III (Terms and Conditions of the Rights Issue) have been included on the basis of the expected timetable for the Rights Issue set out on page 31 of this Prospectus.

Qualifying Shareholders who do not take up any rights to New Ordinary Shares will, subject to fractions, have their proportionate shareholdings in the Company diluted by approximately 20.7 per cent. Those Qualifying Shareholders who take up their rights in full will have the same proportionate voting and distribution rights as held by them at the close of business on the Record Date.

The Nil Paid Rights (also described as New Ordinary Shares, nil paid) are entitlements to subscribe for the New Ordinary Shares subject to payment of the Issue Price. The Fully Paid Rights are entitlements to receive the New Ordinary Shares, for which a subscription and payment has already been made.

Holdings of Existing Ordinary Shares in certificated and book-entry form via Euroclear Bank and (in CDI form) through CREST will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Entitlements to New Ordinary Shares will be rounded down to the next lowest whole number (or to zero in the case of Qualifying Shareholders holding fewer than 4 Existing Ordinary Shares at the close of business on the Record Date) and fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders. Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in the New Ordinary Shares, nil paid. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company. Qualifying CDI Holders should note that Euroclear UK does not distribute fractional entitlements in CREST. Qualifying Euroclear Shareholders should note that Euroclear Bank distributes fractions to the holders of the largest fractional entitlements until all fractions are distributed but that their entitlement to fractions will depend upon the procedures of their respective Admitted Institutions.

The Existing Ordinary Shares are admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. Applications will be made to the FCA and to the London Stock Exchange for the Nil Paid Rights and Fully Paid Rights and for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective on 27 May 2021 and that dealings in the Nil Paid Rights will commence on the London Stock Exchange at 8.00 a.m. on that date. The New Ordinary Shares and the Existing Ordinary Shares are in registered form and can be held in certificated form or in book-entry form via Euroclear Bank and (in CDI form) through CREST.

The Existing Ordinary Shares are already enabled for holding and transfer through the Euroclear System. No further application is required for the New Ordinary Shares to be held and transferred through the Euroclear System and all of the New Ordinary Shares when issued and fully paid may be held and transferred by means of the Euroclear System.

CDIs representing the Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is required for CDIs representing the New Ordinary Shares and all of the New Ordinary Shares when issued and fully paid may be held and transferred by means of CREST in CDI form.

The Nil Paid Rights and the Fully Paid Rights (in the form of Euroclear Subscription Rights) will be enabled for holding and transfer through the Euroclear System and (in the form of CDI Rights) will be admitted to CREST.

The ISIN for the New Ordinary Shares will be the same as that of the Existing Ordinary Shares, being IE00B010DT83. The ISIN code for the Nil Paid Rights is IE000S7FCWV7 and for the Fully Paid Rights is IE000DJJV366. The New Ordinary Shares will be traded on the London Stock Exchange and settled in the form of CDIs in CREST.

None of the New Ordinary Shares are being made available to the public other than pursuant to the Rights Issue.

The Rights Issue has been fully underwritten by the Underwriters and is conditional upon, amongst other things:

• (a) the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and
• (b) Admission becoming effective by not later than 8.00 a.m. (London/Dublin time) on 27 May 2021 or such later time and/or date (not later than 3 June 2021) as the Company and the Joint Global Co-ordinators (acting for themselves and on behalf of the other Underwriter) may agree.

The Underwriting Agreement is conditional upon certain matters being satisfied or not breached prior to Admission and may be terminated by any Joint Global Co-ordinator prior to Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. The Underwriters may arrange sub-underwriting for some, or none, of the New Ordinary Shares. The Underwriting Agreement is not capable of termination following Admission (including in respect of any statutory withdrawal rights). A summary of certain terms and conditions of the Underwriting Agreement is contained in paragraph 16.1 of Part XI (Additional Information).

The Underwriters and their respective affiliates may, in accordance with applicable legal and regulatory provisions and subject to the provisions of the Underwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in this Prospectus to Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their affiliates. Except as required by applicable law or regulation, none of the Underwriters propose to make any public disclosure in relation to such transactions. In addition certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. None of the Underwriters intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Company will not proceed with the Rights Issue if the Underwriting Agreement is terminated at any time prior to Admission and commencement of dealings in the New Ordinary Shares (nil paid).

Subject, inter alia, to the conditions referred to in paragraphs (a) to (b) above being satisfied and save as provided in paragraph 2.8 of this Part III (Terms and Conditions of the Rights Issue) below, it is expected that:

• (i) Provisional Allotment Letters will be despatched to Qualifying Certificated Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with a registered address, or who are resident or located, in the United States or any of the Excluded Territories or who are otherwise located in the United States, or any agent or intermediary of those Qualifying Shareholders) on 26 May 2021;
• (ii) Admission of the New Ordinary Shares, nil paid, will become effective at 8.00 a.m. on 27 May 2021;
• (iii) the Receiving Agent will instruct Euroclear Bank to credit the appropriate accounts maintained by the relevant Admitted Institutions with the Nil Paid Rights (in the form of Euroclear Subscription Rights) as soon as practicable after 8.00 a.m. on 27 May 2021;
• (iv) the Euroclear Subscription Rights will be enabled for settlement by Euroclear Bank as soon as practicable after 8.00 a.m. on 27 May 2021;
• (v) the appropriate stock accounts of CDI Holders will be credited with such Holders' entitlements to Nil Paid Rights (in the form of CDI Rights) as soon as practicable after 8.00 a.m. on 27 May 2021;
• (vi) the Nil Paid Rights and the Fully Paid Rights (in the form of CDI Rights) will be enabled for settlement in CREST by Euroclear UK as soon as practicable after 8.00 a.m. on 27 May 2021;
• (vii) New Euroclear Shares will be credited to the appropriate stock accounts in Euroclear Bank of the relevant Qualifying Euroclear Shareholders (or their renouncees) who validly take up their rights as soon as practicable after 8.00 a.m. on 21 June 2021;
• (viii) New CDIs will be credited to the appropriate stock accounts of the relevant Qualifying CDI Holders (or their renouncees) who validly take up their rights as soon as practicable after 8.00 a.m. on 21 June 2021;
• (ix) New Ordinary Shares will be credited to the accounts of Qualifying Certificated Shareholders (or their renouncees) who validly take up their rights on 21 June 2021 and share certificates for the New Ordinary Shares will be despatched by no later than 2 July 2021; and
• (x) any premium over the aggregate of the Issue Price and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax) due in respect of rights not taken up shall be paid to persons entitled by no later than 2 July 2021.

The attention of Overseas Shareholders or any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this Prospectus or any Provisional Allotment Letter (duly renounced), if and when received, or other document into a jurisdiction other than Ireland or the UK is drawn to paragraph 2.8 below.

Subject to certain exceptions, the offer of New Ordinary Shares will not be made into the United States or any of the Excluded Territories. Subject to the provisions of paragraph 2.8 below, Shareholders with a registered address, or who are resident or located, in the United States or any Excluded Territory are not being sent the Provisional Allotment Letter.

This Prospectus constitutes the offer of New Ordinary Shares to all Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories). This offer is being made to such Qualifying Shareholders on the terms and conditions set out in this Prospectus (and, in the case of Qualifying Certificated Shareholders, the Provisional Allotment Letter) at the time when, in the case of Qualifying Certificated Shareholders, the Provisional Allotment Letters are despatched as described in paragraph (i) above, and in the case of Qualifying Euroclear Shareholders and Qualifying CDI Holders, the Nil Paid Rights are enabled for settlement as described in paragraph (iv) or (as the case may be) (v) above (such Shareholders'stock accounts having been credited as described in paragraph (iii) or (as the case may be) (vi) above).

The offer of New Ordinary Shares and the Rights Issue are not being made by means of this Prospectus into the United States or any of the Excluded Territories.

Qualifying Shareholders, Qualifying Euroclear Shareholders and Qualifying CDI Holders taking up their Rights by completing a Provisional Allotment Letter or by acceptance and payment through the Euroclear System or by sending an instruction to Euroclear UK will be deemed to have given the representations and warranties set out in the paragraph 2.8 below under the heading titled "Representations and warranties relating to Overseas Shareholders" of this Part III (Terms and Conditions of the Rights Issue), unless such requirement is waived by the Company.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid by reference to a record date after the date of their issue. There will be no restrictions on the free transferability of the New Ordinary Shares save as provided in the Articles of Association. The rights attaching to the New Ordinary Shares are governed by the Articles of Association, a summary of which is set out in paragraph 6.1 of Part XI (Additional Information) of this Prospectus.

All documents, including the Provisional Allotment Letters and cheques and certificates posted to, by or from Qualifying Shareholders and/or their transferees or renouncees (or their agents, as appropriate) will be posted at their own risk.

2. ACTION TO BE TAKEN

2.1 General

The action to be taken depends on whether you are:

• (a) a Qualifying Certificated Shareholder; or
• (b) a Qualifying Euroclear Shareholder; or
• (c) a Qualifying CDI Holder.

If you are a Shareholder and do not have a registered address, nor are you resident or located, in the United States or any of the Excluded Territories (subject to certain limited exceptions), please refer to paragraph 2.2 and paragraphs 2.5 to 2.11 below.

If you are a Euroclear Participant and do not have a registered address, nor are you resident or located, in the United States or any of the Excluded Territories (subject to certain limited exceptions), please refer to paragraph 2.3 and paragraphs 2.5 to 2.11 below and to your Admitted Institution for further information on the procedures referred to below.

If you are a CDI Holder and do not have a registered address, nor are you resident or located, in the United States or any of the Excluded Territories (subject to certain limited exceptions), please refer to paragraphs 2.4 to 2.11 below and to the CREST International Manual for further information on the CREST procedures referred to below.

If you are a Shareholder, Euroclear Participant or CDI Holder and have a registered address, or are resident or located, in the United States or any of the Excluded Territories, please refer to paragraph 2.8 below.

Qualifying Euroclear Shareholders should refer to their Admitted Institutions, as only their Admitted Institutions will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of Qualifying Euroclear Shareholders.

CREST sponsored members should refer to their CREST sponsors, as only their CREST sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the CDI Rights of CREST sponsored members.

If you have any questions relating to the Rights Issue, and the completion and return of the Provisional Allotment Letter, please contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside Ireland will be charged at the applicable international rate. The helpline is open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

2.2 Action to be taken by Qualifying Certificated Shareholders

General

Provisional Allotment Letters are expected to be despatched to Qualifying Certificated Shareholders (other than, subject to certain limited exceptions, Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories) on 26 May 2021. Each Provisional Allotment Letter will set out:

• (a) in Box 1, the holding at the close of business on the Record Date of Existing Ordinary Shares on which a Qualifying Certificated Shareholders' entitlement to New Ordinary Shares has been based;
• (b) in Box 2, the aggregate number of New Ordinary Shares which have been provisionally allotted to that Qualifying Certificated Shareholder;
• (c) in Box 3, the amount payable by a Qualifying Certificated Shareholder at the Issue Price to take up his entitlement in full;
• (d) the procedures to be followed if a Qualifying Certificated Shareholder wishes to dispose of all or part of his entitlement or a Qualifying Certificated Shareholder wishes to convert all or part of his entitlement into book-entry form; and
• (e) any instructions regarding acceptance, instruction and payment, consolidation, splitting and registration of renunciation (where applicable).

Assuming that dealings in Nil Paid Rights commence on 27 May 2021, the latest time and date for acceptance, instruction and payment by completion and return of a Provisional Allotment Letter will be 11.00 a.m. on Friday, 18 June 2021.

If the Provisional Allotment Letters are not despatched on 26 May 2021 or if the timetable for the Rights Issue is otherwise amended, the expected timetable set out on page 31 of this Prospectus will be adjusted accordingly and the revised dates will be announced through a Regulatory Information Service. All references to times and/or dates in this Part III (Terms and Conditions of the Rights Issue) should be read as being adjusted accordingly.

Procedure for acceptance, instruction and payment

• (a) Qualifying Certificated Shareholders who wish to take up their entitlement in full
  • Qualifying Certificated Shareholders who wish to take up all of their entitlement must complete (as appropriate) and return the Provisional Allotment Letter, together with a cheque or banker's draft in pound sterling, made payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only", for the full amount payable on acceptance, in accordance with the instructions printed on the Provisional Allotment Letter, by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland, so as to arrive as soon as possible and in any event so as to be received by not later than 11.00 a.m. on Friday, 18 June 2021. A reply-paid envelope will be enclosed with the Provisional Allotment Letter for this purpose. If you post your Provisional Allotment Letter within Ireland, it is recommended that you allow at least four days for delivery. Payments via CHAPS, BACS or electronic transfer will not be accepted.
• (b) Qualifying Certificated Shareholders who wish to take up some (but not all) of their entitlement Qualifying Certificated Shareholders who wish to take up some (but not all) of their entitlement, with or without selling or transferring the remainder, should return by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland, so as to arrive as soon as possible and in any event so as to be received by not later than 3.00 p.m. on 16 June 2021 (the last date and time for splitting the Provisional Allotment Letters), the following:
  • (i) the Provisional Allotment Letter duly completed, including by signing and dating Form X, in accordance with the instructions printed thereon;
  • (ii) a cheque or banker's draft in pound sterling, made payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only", for the amount payable for the number of Nil Paid Rights such Qualifying Certificated Shareholder wishes to take up; and
  • (iii) a covering letter, signed by the Qualifying Certificated Shareholder(s), stating the number of New Ordinary Shares to be taken up (and, if such Shareholder wishes to sell or transfer the remaining, the number of split Provisional Allotment Letters required for the Nil Paid Rights not being taken up and the number of Nil Paid Rights to be comprised in each such split Provisional Allotment Letter).

In this case, the split Provisional Allotment Letters (representing the Nil Paid Rights the Qualifying Certificated Shareholder does not wish to take up) will be required in order to sell those rights not being taken up. You should liaise with your stockbroker should they have an earlier cut-off for receipt of renounced provisional allotment letters for sale of Nil Paid Rights.

(c) Company's discretion as to validity of acceptances and instructions

If payment is not received in full by 11.00 a.m. on 18 June 2021, the provisional allotment will (unless the Company has exercised its right to treat as valid an acceptance or instruction as set out below) be deemed to have been declined and will lapse. The Company (in its absolute discretion) may elect, but shall not be obliged, to treat as valid any Provisional Allotment Letter and accompanying remittance for the full amount due which is not received prior to 11.00 a.m. on 18 June 2021.

The Company (in its absolute discretion) may elect, but shall not be obliged to treat as a valid acceptance or instruction, the receipt of appropriate remittance by 11.00 a.m. on 18 June 2021, from an authorised person (as defined in FSMA or MiFIR) specifying the number of New Ordinary Shares to be subscribed for and containing an undertaking by that person to lodge the Provisional Allotment Letter, duly completed, in due course.

The Company may (in its absolute discretion) also treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if it is not completed in accordance with the relevant instructions or is not accompanied by a valid power of attorney where required.

The Company reserves the right to treat a Provisional Allotment Letter as invalid if the Company determines (in its sole discretion) that the Provisional Allotment Letter: (i) is illegible, incomplete, or unexecuted; (ii) has not been completed in accordance with the relevant instructions; or (iii) is not accompanied by a valid power of attorney where required. The Company's decision shall be final and binding in all respects.

The Company reserves the right to treat as invalid any acceptance or instruction or purported acceptance or instruction in relation to the New Ordinary Shares that appears to the Company to have been executed in, despatched from, or that provided an address in, the United States or any Excluded Territory.

The provisions of this paragraph (c) and any other terms of the Rights Issue relating to Qualifying Certificated Shareholders may be waived, varied or modified as regards specific Qualifying Certificated Shareholder(s) or on a general basis by the Company.

A Qualifying Certificated Shareholder who makes a valid acceptance or instruction (as applicable) and payment in accordance with this paragraph 2.2 is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them (if they are a Qualifying Certificated Shareholder) on the terms and conditions set out in this Prospectus and subject to the Articles of Association.

(d) Payments

All payments must be in pounds sterling and made by cheque or banker's draft made payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only". Cheques or banker's drafts in pounds sterling must be drawn on a bank or building society or branch of a bank or building society in the UK or Channel Islands or Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right- hand corner. Payments via CHAPS, BACS or electronic transfer will not be accepted.

Cheques must be drawn on the personal account to which the Qualifying Certificated Shareholder (or his nominee) has sole or joint title to the funds. Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the name of the account holder and the building society cheque or banker's draft has been stamped with the building society or bank branch stamp. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted. Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow value to be obtained for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. It is a term of the Rights Issue that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. Return of a completed Provisional Allotment Letter will constitute a warranty that the cheque will be honoured on first presentation. All documents, cheques and banker's drafts sent through the post will be sent at the risk of the sender.

If the New Ordinary Shares have already been allotted to a Qualifying Certificated Shareholder prior to any payment not being so honoured upon first presentation or such acceptance or instruction (as applicable) being treated as invalid, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such New Ordinary Shares on behalf of such Qualifying Certificated Shareholder and hold the proceeds of sale (net of the Company's reasonable estimate of any loss it has suffered as a result of the same and of the expenses of the sale, including, without limitation, any stamp duty or SDRT payable on the transfer of such New Ordinary Shares, and of all amounts payable by such Qualifying Certificated Shareholder pursuant to the terms of the Rights Issue in respect of the subscription of such New Ordinary Shares) on behalf of such Qualifying Certificated Shareholder. None of the Company, the Underwriters or any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Certificated Shareholder as a result.

Anti-Money Laundering Legislation

It is a term of the Rights Issue that, to ensure compliance with the Anti-Money Laundering Legislation, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf a Provisional Allotment Letter is lodged with payment (which requirements are referred to below as the "verification of identity requirements"). If an application is made by an Irish or UK regulated broker or intermediary acting as agent and which is itself subject to the Anti-Money Laundering Legislation, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Provisional Allotment Letter. The person(s) who, by lodging a Provisional Allotment Letter with payment and in accordance with the other terms as described above (the "acceptor"), accept(s) directly or indirectly, such number of New Ordinary Shares as referred therein (for the purposes of this paragraph "Anti-Money Laundering Legislation" the "relevant shares") (being the provisional allottee or, in the case of renunciation, the person named in such Provisional Allotment Letter) shall thereby be deemed to agree to provide the Receiving Agent and/or the Company with such information and other evidence as they or either of them may require to satisfy the verification of identity requirements and agree for the Receiving Agent to make a search using a credit reference agency for the purpose of confirming such identity where deemed necessary. A record of the search will be retained.

If the Receiving Agent determines that the verification of identity requirements applies to an acceptor, and acceptance or an instruction and the verification of identity requirements have not been satisfied (which the Receiving Agent shall in its absolute discretion determine) by 11.00 a.m. on 18 June 2021, the Company may, in its absolute discretion, and without prejudice to any other rights of the Company, treat the acceptance or instruction as invalid, in which event the application monies will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn, or may confirm the allotment of the relevant shares but (notwithstanding any other term of the Rights Issue) such shares will not be issued to the relevant acceptor or registered in his name until the verification of identity requirements have been satisfied (which the Receiving Agent shall in its absolute discretion determine). If the acceptance or instruction is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is despatched to the acceptor, as the Company may in its absolute discretion allow, the Company will be entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to sell the relevant shares. Any proceeds of sale (net of expenses) of the relevant shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by the Company on trust for the acceptor, subject to the requirements of the Anti-Money Laundering Legislation. The Receiving Agent is entitled in its absolute discretion to determine whether the verification of identity requirements apply to any acceptor and whether such requirements have been satisfied. None of the Company, the Underwriters or the Receiving Agent will be liable to any person for any loss suffered or incurred as a result of the exercise of any such discretion or as a result of any sale of relevant shares.

Return of a Provisional Allotment Letter with the appropriate remittance will constitute a warranty from the acceptor that the Anti-Money Laundering Legislation will not be breached by acceptance of such remittance and an undertaking to provide promptly to the Receiving

Agent such information as may be specified by the Receiving Agent as being required for the purpose of the Anti-Money Laundering Legislation. If the verification of identity requirements applies, failure to provide the necessary evidence of identity may result in your acceptance or instruction (as applicable) being treated as invalid or in delays in the despatch of share certificates and other documents relating to the Rights Issue (as applicable).

The verification of identity requirements will not usually apply:

• (a) if the acceptor is an organisation required to comply with the Fourth Money Laundering Directive 2015/849/EU and the Fifth Money Laundering Directive 2018/843/EU; or
• (b) if the acceptor is a regulated Irish or UK broker or intermediary acting as agent and is itself subject to the Anti-Money Laundering Legislation; or
• (c) if the acceptor (not being an acceptor who delivers his acceptance in person) makes payment by way of a cheque drawn on an account in the name of such acceptor; or
• (d) if the aggregate subscription price is less than €15,000 (approximately £13,000).

Where the verification of identity requirements applies, please note the following as this will assist in satisfying the requirements. Satisfaction of the verification of identity requirements may be facilitated in the following ways:

• (a) if payment is made by cheque or banker's draft in pounds sterling drawn on a branch in the UK, Channel Islands or Isle of Man, of a bank or building society and bears a UK bank sort code number in the top right-hand corner, the following applies. Cheques should be made payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only". Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the name of the account holder and the building society cheque or banker's draft has been stamped with the building society or bank branch stamp. The account name should be the same as that shown on the application;
• (b) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisation of the kind referred to in (a) above or which is subject to AML regulation in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, China, Hong Kong, Iceland, India, Israel, Japan, the Republic of Korea, Luxemburg, Malaysia, Mexico, New Zealand, Norway, the Russian Federation, Saudi Arabia, Singapore, South Africa, Switzerland, Turkey, the United States of America and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE), the agent should provide written confirmation with the Provisional Allotment Letter that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will on demand make such evidence available to the Receiving Agent or the relevant authority; or
• (c) if a Provisional Allotment Letter is lodged by hand by the acceptor in person, he/she should ensure that he/she has with him evidence of identity bearing his/her photograph (for example, his passport) and evidence of his/her address (for example, a recent bank statement).

In order to confirm the acceptability of any written assurance referred to in (b) above or any other case, the acceptor should contact Link in Ireland on +353 1 553 0050. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside Ireland will be charged at the applicable international rate. The helplines are open from 9.00 a.m. to 5.00 p.m. (Dublin time), Monday to Friday, excluding bank holidays in Ireland. 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 helpline cannot provide advice on the merits of the Rights Issue nor give financial, tax, investment or legal advice.

Dealings in Nil Paid Rights

Dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8.00 a.m. on 27 May 2021 and to end at close of business on 11 June 2021.

A transfer of Nil Paid Rights can be made by renunciation of the Provisional Allotment Letter in accordance with the instructions printed thereon and delivery of the letter to the transferee or to a stockbroker, bank or other appropriate financial adviser. The latest time and date for registration of renunciation of Provisional Allotment Letters, nil paid, is expected to be 11.00 a.m. on 18 June 2021.

Dealings in Fully Paid Rights

After acceptance and payment in full in accordance with the provisions set out in this Prospectus and the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant Provisional Allotment Letter and delivering it, by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland, or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland by not later than 11.00 a.m. on Friday, 18 June 2021. To do this, Qualifying Certificated Shareholders will need to have their fully paid Provisional Allotment Letters returned to them after acceptance has been effected by the Receiving Agent. Fully paid Provisional Allotment Letters will only be returned to Shareholders if their return is requested by ticking Box E on page 4 of the Provisional Allotment Letter. From Monday, 21 June 2021, the New Ordinary Shares will be in registered form and transferable in the usual way (see the paragraph below titled "Issue of New Ordinary Shares in definitive form" of this Part III (Terms and Conditions of the Rights Issue) below).

Renunciation and splitting of Provisional Allotment Letters

Qualifying Certificated Shareholders who wish to transfer all of their Nil Paid Rights or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on the Provisional Allotment Letter (if it is not already marked "Original Duly Renounced") and passing the entire Provisional Allotment Letter to their stockbroker or bank or other appropriate financial adviser or to the transferee. Once a Provisional Allotment Letter has been renounced, the letter will become a negotiable instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in the Provisional Allotment Letter may be transferred by delivery of the Provisional Allotment Letter to the transferee.

The latest time and date for registration of renunciation of Provisional Allotment Letters, fully paid, is 11.00 a.m. on Friday 18 June 2021.

If a holder of a Provisional Allotment Letter wishes to take up some (but not all) of his/her entitlement and wishes to sell or transfer the remainder, or wishes to transfer all the Nil Paid Rights or (if appropriate) Fully Paid Rights but to different persons, he/she must have the Provisional Allotment Letter split. To split a Provisional Allotment Letter, it must be delivered by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland, or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland by not later than 3.00 p.m. on 16 June 2021, with Form X on page 4 of the Provisional Allotment Letter duly completed and signed and (if applicable) a cheque for the entitlements he/she wishes to take up.

The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each split Provisional Allotment Letter should be stated in an accompanying letter. Form X on split Provisional Allotment Letters will be marked "Original Duly Renounced" before issue. The aggregate number of Nil Paid Rights or (as appropriate) Fully Paid Rights comprised in the split Provisional Allotment Letters must equal the number of New Ordinary Shares set out in Box 2 of the original Provisional Allotment Letter (less the number of New Ordinary Shares representing rights that the holder wishes to take up if taking up his entitlement in part). The original Provisional Allotment Letter would then be spilt and cancelled for split Provisional Allotment Letters. The split Provisional Allotment Letter(s) (representing the New Ordinary Shares the Shareholder does not wish to take up) will be required in order to sell those rights not being taken up.

Alternatively, Qualifying Certificated Shareholders who wish to take up some of their rights, without selling or transferring the remainder, should refer to sub-paragraph (b) of the paragraph titled "Procedure for acceptance, instruction and payment" of this Part III (Terms and Conditions of the Rights Issue).

The Company reserves the right to refuse to register any renunciation in favour of any person in respect of which the Company believes such renunciation may violate applicable legal or regulatory requirements, including (without limitation) any renunciation in the name of any person with an address outside Ireland or the UK.

Registration in names of Qualifying Certificated Shareholders

A Qualifying Certificated Shareholder who wishes to have all the New Ordinary Shares to which he/she is entitled registered in his/her name must accept and make payment for such allotment in accordance with the provisions set out in this Prospectus and the Provisional Allotment Letter but need take no further action. A share certificate in respect of the New Ordinary Shares subscribed for is expected to be sent to such Qualifying Certificated Shareholder by no later than 2 July 2021.

Registration in names of persons other than Qualifying Certificated Shareholders originally entitled

In order to register Fully Paid Rights in certificated form in the name of someone other than the Qualifying Certificated Shareholder(s) originally entitled, the renouncee or his/her agent(s) must complete Form Y on the Provisional Allotment Letter (unless the renouncee is a participant in Euroclear Bank who wishes to hold such New Ordinary Shares in book-entry form, in which case Form X and the Euroclear Bank Stock Deposit Form must be completed (see the paragraph below titled "Deposit of Nil Paid Rights or Fully Paid Rights into Euroclear Bank" of this Part III (Terms and Conditions of the Rights Issue) below)) and deliver the Provisional Allotment Letter, when fully paid, by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland, or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland by not later than the latest time for registration of renunciations, which is 11.00 a.m. on Friday, 18 June 2021. Registration cannot be effected unless and until the New Ordinary Shares comprised in a Provisional Allotment Letter are fully paid.

The New Ordinary Shares comprised in several renounced Provisional Allotment Letters may be registered in the name of one holder (or joint holders) if Form Y on the Provisional Allotment Letter is completed on one Provisional Allotment Letter (the "Principal Letter") and all the Provisional Allotment Letters are delivered in one batch. Details of each Provisional Allotment Letter (including the Principal Letter), the number of New Ordinary Shares represented by each Provisional Allotment Letter, the allotment number of Provisional Allotment Letters to be consolidated and the total number of New Ordinary Shares represented by all the Provisional Allotment Letters to be consolidated should be listed in a covering letter accompanying the Provisional Allotment Letter and the allotment number of the Principal Letter should be entered in the space provided on each of the other Provisional Allotment Letters.

Deposit of Nil Paid Rights or Fully Paid Rights into Euroclear Bank and CREST

The Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be converted into book-entry form, that is, deposited into the Euroclear System (whether such conversion arises as a result of a renunciation of those rights or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held through the Euroclear System may be converted into certificated form, that is, withdrawn from the Euroclear System. Holders of Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter are urged to contact their broker and/or custodian if they wish to deposit Nil Paid Rights or Fully Paid Rights into the Euroclear System (and to arrange for the issue of CDI Rights in respect of such Nil Paid Rights and Fully Paid Rights). Any such dematerialisation will entail interaction with a broker and/or custodian and may involve certain costs being incurred and/or a delay in execution which may differ from the comparable process applicable to domestic securities in respect of the ordinary procedure for dematerialisation of certificated shares into CREST.

Issue of New Ordinary Shares in definitive form

Definitive share certificates in respect of the New Ordinary Shares to be held in certificated form are expected to be despatched by post by 2 July 2021 at the risk of the persons entitled thereto to Qualifying Certificated Shareholders(or their transferees who hold Fully Paid Rights in certificated form), or in the case of joint holdings, to the first-named Shareholders, at their registered address (unless valid address details have been completed on the Provisional Allotment Letter). After despatch of the definitive share certificates, Provisional Allotment Letters will cease to be valid for any purpose whatsoever. Pending despatch of definitive share certificates, instruments of transfer of the New Ordinary Shares will be certified by the Registrar against the register.

2.3 Action to be taken by Qualifying Euroclear Shareholders or holders of Euroclear Subscription Rights in relation to Euroclear Subscription Rights

General

Holders of interests in Ordinary Shares in book-entry form through the Euroclear System are not Shareholders but are entitled to participate in the Rights Issue subject to the terms and conditions as set out in this Prospectus. For all enquiries in connection with the procedure for subscription and payment by Qualifying Euroclear Shareholders or holders of Euroclear Subscription Rights, such persons should refer to their respective Admitted Institution.

Procedure for acceptance and payment by Qualifying Euroclear Shareholders

Following Migration, Euroclear Nominees Limited holds legal title to all Shares that are held through the Euroclear System (including those Shares held in CDI form through the CREST System) on behalf of Euroclear Bank as operator of the Euroclear System.

Euroclear Nominees Limited will hold legal title to the Nil Paid Rights issued to it, for the benefit of the Qualifying Euroclear Shareholders and holders of Euroclear Subscription Rights in accordance with the Euroclear Terms and Conditions and applicable Belgian law.

Euroclear Bank will credit the accounts of its Admitted Institutions with the relevant number of Euroclear Subscription Rights, reflecting the Nil Paid Rights, as soon as practicable after 8.00 a.m. on 27 May 2021, and the Admitted Institutions will credit the appropriate securities accounts of the Qualifying Euroclear Shareholders. Euroclear Nominees Limited will be, as a registered member of the Company, invited to take up its entitlement in respect of the Nil Paid Rights held by it. In order to enable Euroclear Nominees Limited to take up such entitlement by making an instruction in accordance with the wishes of holders of Euroclear Subscription Rights the following procedure for taking up entitlements will apply for holders of Euroclear Subscription Rights. The terms of the Rights Issue apply mutatis mutandis to this subscription process.

To establish the entitlements of Qualifying Euroclear Shareholders to New Ordinary Shares, tradable and transferable Euroclear Subscription Rights will be used within the Euroclear System, under which each Qualifying Euroclear Shareholders will receive the right to subscribe for 6 New Ordinary Shares for every 23 Euroclear Shares (rounded down) held at the close of business on 24 May 2021. Qualifying Euroclear Shareholders should note that Euroclear Bank distributes fractions to the holders of the largest fractional entitlements until all fractions are distributed but that their entitlement to fractions will depend upon the procedures of their respective Admitted Institutions.

Qualifying Euroclear Shareholders should be informed by the Admitted Institution through which they hold their Euroclear Shares of the number of New Ordinary Shares for which they are entitled to subscribe under the Rights Issue. Any such subscription will be conditional on the Rights Issue becoming unconditional. Qualifying Euroclear Shareholders should contact their Admitted Institution if they have received no information in relation to their entitlements. If a holder of Euroclear Subscription Rights wishes to subscribe for New Ordinary Shares under the Rights Issue, it must instruct its Admitted Institution with respect to subscription and payment in accordance with the procedures of that Admitted Institution, which will be responsible for instructing Euroclear Bank accordingly.

Acceptances of the offer of New Ordinary Shares must be received by Euroclear Bank as soon as possible but in any event no later than 10.00 a.m. on 18 June 2021. Subscriptions under the Rights Issue are irrevocable and will not be acknowledged or confirmed.

Payment for New Ordinary Shares and delivery of the relevant Euroclear Subscription Rights must be received by Euroclear Bank from an Admitted Institution by no later than 10.00 a.m. on 18 June 2021.

The Admitted Institution through which subscription is made will be responsible for passing on the monies and the Euroclear Subscription Rights as received from holders of Euroclear Subscription Rights to Euroclear Bank, who will, in turn be responsible for paying to the Company on behalf of Euroclear Nominees Limited, the aggregate amount (in pounds sterling) equal to the product of the number of New Ordinary Shares subscribed for and the Issue Price.

By accepting the offer of New Ordinary Shares and making a subscription under the Rights Issue, you as a holder of Euroclear Subscription Rights:

• (a) agree that all acceptances, instructions and contracts resulting therefrom under the Rights Issue shall be governed by, and construed in accordance with, English law, provided that if and to the extent that (i) the provisions of the Euroclear Terms and Conditions and applicable Belgian law or the procedures determined by Euroclear Bank from time to time otherwise require and/or (ii) the applicable procedures of the financial institution through which you hold your Euronext Shares apply, the same shall be governed by the laws of Belgium (or, in respect of the procedures referred to in (ii), any other applicable law);
• (b) confirm that, by making such acceptance or instruction, you are not relying on any information or representation other than such as may be contained in this Prospectus and you, accordingly, agree that no person responsible solely or jointly for this Prospectus or any part of it, or any person involved in its preparation, shall have any liability for any representation or information not so contained; and
• (c) confirm that you are a holder of one or more Euroclear Subscription Rights, and are acting in accordance with relevant securities laws.

Delivery of the interests in the New Ordinary Shares to subscribing holders of Euroclear Subscription Rights will take place through the book-entry facilities of Euroclear Bank in accordance with the provisions of applicable Belgian law and the procedures determined by Euroclear Bank and its Admitted Institutions from time to time. The timing of the crediting of the interests in and corresponding to the New Ordinary Shares to the securities accounts of holders of Euroclear Subscription Rights may vary depending on the securities account systems of the relevant Admitted Institutions and, if applicable, other banks or financial institutions. All questions concerning the timelines, validity and form of instruction and payment to the Admitted Institution of a holder of Euroclear Subscription Rights in relation to the subscription of New Ordinary Shares will be determined by such Admitted Institution in accordance with its usual terms of business or as it otherwise notifies such holder of Euroclear Subscription Rights.

Any Qualifying Euroclear Shareholder or holder of Euroclear Subscription Rights who does not wish to subscribe for any of the New Ordinary Shares to which he/she is entitled under the Rights Issue should not make a subscription.

The Company reserves the right to treat an acceptance as valid and binding on the person(s) by whom or on whose behalf it is made, even if it is not made in accordance with the relevant instructions and is not accompanied by the required payment or verification of identity satisfactory to the Company to ensure that the Anti-Money Laundering Legislation would not be breached by acceptance of the payment submitted in connection with the subscription.

Money Laundering Rules

If one or more subscription(s) in respect of New Ordinary Shares pursuant to the Rights Issue with an aggregate subscription price of €15,000 (approximately £13,000) or more is lodged by hand by the applicant in person or if an application in respect of such New Ordinary Shares is lodged by hand by the applicant in person and the accompanying payment is not the applicant's own cheque (or a bankers draft bearing details of his personal account on the reverse), he/she should ensure that he/she has with him/her evidence of identity bearing his/her photograph (for example his passport) and evidence of his address.

Transfers of Euroclear Subscription Rights (nil paid and fully paid) in Euroclear Bank

Transfers of Euroclear Subscription Rights will take place through the book-entry facilities of Euroclear Bank in accordance with the provisions of applicable Belgian law and the procedures determined by Euroclear Bank and its Admitted Institutions from time to time. The timing of the crediting of the Euroclear Subscription Rights to the securities accounts of any person acquiring Euroclear Subscription Rights may vary depending on the securities account systems of the respective Admitted Institution and, if applicable, other banks or financial institutions.

It is expected that on 21 June 2021, after the Admitted Institutions have made their subscriptions on behalf of the relevant holders of Euroclear Subscription Rights, the Receiving Agent will allot the relevant number of New Ordinary Shares to Euroclear Bank for crediting to the stock accounts of the appropriate Admitted Institutions. Subsequently, the Admitted Institutions will credit the securities accounts of the subscribing holders of Euroclear Subscription Rights with the allotted number of New Ordinary Shares.

2.4 Action to be taken by Qualifying CDI Holders in relation to Nil Paid Rights and Fully Paid Rights in CREST

General

Holders of CDIs through CREST are not Shareholders but are entitled to participate in the Rights Issue subject to the terms and conditions as set out in this Prospectus.

Euroclear Nominees Limited is the registered shareholder of the New Ordinary Shares to which CDI Holders are entitled.

Euroclear Nominees Limited holds legal title to all Shares that are held through the Euroclear System, on behalf of Euroclear Bank as operator of the Euroclear System. For those Shares represented by CDIs, Euroclear Bank has credited its interest in such Shares to the account of the CREST Nominee, CIN (Belgium) Limited. The CREST Nominee holds its interest in such Shares as nominee and for the benefit of the CREST Depository, with the CREST Depository, in turn, holding its interest in such Shares on trust and for the benefit of the holders of the CDIs.

Euroclear Nominees Limited will hold legal title to the Nil Paid Rights issued to it. It is expected that such rights will be credited by Euroclear Bank to the account of the CREST Nominee for the benefit of the CREST Depository on trust and for the benefit of the holders of the CDIs.

The Nil Paid Rights are expected to commence trading on the London Stock Exchange on 27 May 2021.

Allocation of CDI Rights

It is expected that each CDI Holder will receive a credit to his stock account in CREST of his entitlement to Nil Paid Rights (in the form of CDI Rights) on 27 May 2021. It is expected that such rights will be enabled as soon as practicable after 8.00 a.m. on 27 May 2021. The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the CDIs held at the close of business on the Record Date by the CDI Holder in respect of which the Nil Paid Rights are provisionally allotted.

The maximum number of New Ordinary Shares that a Qualifying CDI Holder may take up is that which has been provisionally allotted to that Qualifying CDI Holder and for which he/she receives a credit of entitlement into his stock account in CREST. The minimum number of New Ordinary Shares a Qualifying CDI Holder may take up is one.

The CDI Rights representing Nil Paid Rights will constitute a separate security for the purposes of CREST and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST.

Euroclear UK will issue a "corporate actions bulletin" detailing the deadlines to be met and procedures to be followed by CREST members who wish to take up all or some of their entitlements in respect of Nil Paid Rights in CREST. CREST members who wish to take up their entitlements in respect of or otherwise to transfer CDI Rights (representing Nil Paid Rights or Fully Paid Rights) held by them in CREST should refer to the "corporate actions bulletin" and the CREST International Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member, you should consult your CREST sponsor if you wish to take up your entitlement as only your CREST sponsor will be able to take the necessary action to take up your entitlements or otherwise to deal with your CDI Rights.

Representations, warranties and undertakings of CREST members

By accepting the offer of New Ordinary Shares by instruction in CREST and making a subscription under the Rights Issue, you as a holder of CDI Rights:

• (a) agree that all acceptances, instructions and contracts resulting therefrom under the Rights Issue shall be governed by, and construed in accordance with, English law, provided that if and to the extent that the provisions of the Euroclear Terms and Conditions and applicable Belgian law or the procedures determined by Euroclear Bank from time to time otherwise require, the same shall be governed by the laws of Belgium (or, in respect of the procedures referred to in (ii), any other applicable law);
• (b) confirm that, by making such acceptance or instruction, you are not relying on any information or representation other than such as may be contained in this Prospectus and you, accordingly, agree that no person responsible solely or jointly for this Prospectus or any part of it, or any person involved in its preparation, shall have any liability for any representation or information not so contained;
• (c) confirm that you are a holder of one or more CDI Rights and are acting in accordance with relevant securities laws; and
• (d) represent, warrant and undertake to the Company and the Underwriters that you have taken (or procured to be taken), and will take (or will procure to be taken), whatever action is required to be taken by you or by your CREST sponsor (as appropriate) to ensure that the instruction concerned is capable of settlement by 12.00 Noon on 15 June 2021 and remains capable of settlement at all times until 12.00 Noon on 15 June 2021 (or such later time and/or date as the Company may determine). In particular, you, as CDI Rights Holder represent, warrant and undertake that, at 12.00 Noon on 15 June 2021 and at all times thereafter until 12.00 Noon on 15 June 2021 (or until such later time and date as the Company may determine), there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the instruction to settle. CDI Rights Holders who are CREST sponsored members should contact their CREST sponsor if they are in any doubt. In addition, such CREST

sponsored member taking up entitlements makes the representations and gives the warranties set out in this paragraph.

CREST procedures and timings

CDI Rights Holders and CREST sponsors (on behalf of CDI Rights Holders who are CREST sponsored members) should note that Euroclear UK does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of an instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CDI Rights Holder concerned to take (or, if the CDI Rights Holder is a CREST sponsored member, to procure that his CREST sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 12.00 Noon on 15 June 2021. In connection with this, CDI Rights Holders and (where applicable) CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company, Euroclear UK and/or Euroclear Bank reserves the right to treat an acceptance as valid and binding on the person(s) by whom or on whose behalf it is made, even if it is not made in accordance with the procedures set out, and referred to, in this paragraph 2.4 and/or is not accompanied by the required payment or verification of identity satisfactory to the Company to ensure that the Anti-Money Laundering Legislation would not be breached by acceptance of the payment submitted in connection with the subscription.

CREST member's undertaking to pay

A CDI Rights Holder who makes a valid acceptance in accordance with the procedures set out, and referred to, in this paragraph 2.4 undertakes to pay to CREST International Nominees Limited for the account of Euroclear Bank, or procure the payment to CREST International Nominees Limited for the account of Euroclear Bank of, the amount payable in pounds sterling on acceptance in accordance with the above procedures or in such other manner as CREST International Nominees Limited or Euroclear Bank may require (it being acknowledged that, where payment is made by means of the CREST real-time gross settlement ("RTGS") payment mechanism (as defined in the CREST Manual), the creation of an RTGS payment obligation in pounds sterling in favour of CREST International Nominees Limited in accordance with the RTGS payment mechanism shall, to the extent of the obligation so created, discharge in full the obligation of the CDI Rights Holder to pay the amount payable on acceptance) and requests that the New CDIs to which he/she will become entitled be issued to him on the terms set out in this Prospectus.

Anti-Money Laundering Legislation

Submission of a CREST instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to Euroclear UK and/or Euroclear Bank any information it may specify as being required for the purposes of the verification of the identity requirements in the Anti-Money Laundering Legislation or FSMA. Pending the provision of such information and other evidence as Euroclear UK and/or Euroclear Bank may require to satisfy the verification of identity requirements, Euroclear UK and/or Euroclear Bank, may take, or omit to take, such action as it may determine to prevent or delay settlement of the instruction. If such information and other evidence of identity has not been provided within a reasonable time, then Euroclear UK and/or Euroclear Bank will not permit the instruction concerned to proceed to settlement but without prejudice to the right of the Company and/or the Underwriters to take proceedings to recover any loss suffered by any of them as a result of failure by the applicant to provide such information and other evidence.

Dealings in Nil Paid Rights

Assuming the Rights Issue becomes unconditional, dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence as soon as practicable after 8.00 a.m. on 27 May 2021. A transfer (in whole or in part) of Nil Paid Rights (in the form of CDI Rights) can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights in the form of CDI Rights are expected to be disabled in CREST after the close of CREST business on 15 June 2021. However, it is expected that CREST will continue to facilitate settlement for crossborder settlement transfers from CREST into the Euroclear System up until the 10.00 a.m. on 18 June 2021.

Dealings in Fully Paid Rights

After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this Prospectus, the Fully Paid Rights (in the form of CDI Rights) may be transferred by means of CREST in the same manner as any other security that is admitted to CREST. The last time for settlement of any transfer of Fully Paid Rights (in the form of CDI Rights) in CREST is expected to be 11.00 a.m. on 18 June 2021. The Fully Paid Rights (in the form of CDI Rights) are expected to be disabled in CREST after the close of CREST business on 18 June 2021. From 21 June 2021, the New Ordinary Shares will be registered in the name(s) of the person(s) entitled to them in the Company's register of members and will be transferable in the usual way (including in CDI form).

Withdrawal of CDI Rights from CREST

CDI Rights held in CREST may be converted into Euroclear Subscription Rights and thereafter into registered form, that is, withdrawn from Euroclear Bank.

It is not possible to directly rematerialise CDI Rights into certificated form. To effect the cancellation of CDI Rights in the CREST System and receive Euroclear Subscription Rights, the Qualifying CDI Holder must be a participant in the Euroclear System (or must appoint a participant to hold the Euroclear Subscription Rights on its behalf) and must input a cross-border delivery instruction in favour of the Euroclear System participant, who should separately input a matching cross-border receipt instruction to ensure receipt of the Euroclear Subscription Rights. In order to give this instruction, a CDI Rights Holder should contact his/her broker or agent with whom he/she has made arrangements with respect to the holding of CDIs or (where relevant) should himself/herself arrange to give the necessary instruction in accordance with the CREST International Manual. Euroclear Bank enables participants in the Euroclear System to withdraw securities from their account in Euroclear Bank into a direct name on register (mark-down).

In connection with this, CDI Rights Holders and (where applicable) CREST sponsors are referred in particular to those sections of the CREST International Manual and of the Euroclear Bank Terms and Conditions concerning practical limitations of the CREST and Euroclear Systems and timings.

Issue of New CDIs in CREST

CDI Rights representing Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 18 June 2021 (the latest date for settlement of transfers of CDI Rights representing Fully Paid Rights in CREST). New CDIs will be issued in uncertificated form to those persons registered as holding CDI Rights representing Fully Paid Rights in CREST no later than close of business, the Business Day after the date on which the Fully Paid Rights are disabled. Euroclear UK is expected to credit the appropriate stock accounts of those persons (under the same participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Ordinary Shares to take effect as soon as practicable after 8.00 a.m. on 21 June 2021.

2.5 Procedure in respect of rights not taken up and withdrawal

Procedure in respect of rights not taken up

If rights to New Ordinary Shares are not validly taken up, in accordance with the procedure laid down in this Prospectus for acceptance, instruction and payment, then that provisional allotment will be deemed to have been declined and will lapse. The Underwriters will use reasonable endeavours to procure, by not later than 4.30 p.m. on 23 June 2021, subscribers for all (or as many as possible) of those New Ordinary Shares not taken up at a price per New Ordinary Share which is at least equal to the aggregate of the Issue Price and the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax).

Notwithstanding the above, the Underwriters may cease to endeavour to procure any such subscribers if, in their opinion, it is unlikely that any such subscribers can be procured at such a price and by such a time. If and to the extent that subscribers for New Ordinary Shares cannot be procured on the basis outlined above, the Underwriters will subscribe for the relevant New Ordinary Shares as principals under the terms of the Underwriting Agreement or by sub-underwriters procured by the Underwriters, in each case at the Issue Price.

Any premium over the aggregate of the Issue Price and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax) (subject as provided in the paragraph titled "Procedure in respect of rights not taken up" in this paragraph 2.5):

• (a) shall, where the Nil Paid Rights were, at the time they lapsed, represented by a Provisional Allotment Letter, be paid to the person whose name and address appeared on the Provisional Allotment Letter;
• (b) shall, where the premium is paid to Euroclear Bank as registered holder of lapsed Nil Paid Rights, be distributed by Euroclear Bank to the relevant Admitted Institutions, who will, in turn, credit the relevant premiums to the accounts of the holders of lapsed Euroclear Subscription Rights entitled thereto (including, where the Nil Paid Rights were, at the time they lapsed, in CDI form, to the person registered as the holder of those CDI Rights at the time of their disablement in CREST); and
• (c) shall, to the extent not provided for above, where an entitlement to New Ordinary Shares was not taken up by an Overseas Shareholder with an address in the United States or any Excluded Territory, be paid to that Overseas Shareholder.

New Ordinary Shares for which subscribers are procured on this basis will be re-allotted to the subscribers and the aggregate of any premiums (being the amount paid by the subscribers after deducting the Issue Price and the expenses of procuring the subscribers, including any applicable brokerage and commissions and amounts in respect of value added tax), if any, will be paid (without interest) to those persons entitled (as referred to in paragraphs (a) to (b) above) pro rata to the relevant lapsed provisional allotments, save that amounts of less than £5.00 per holding will not be so paid but will be aggregated and will ultimately accrue for the benefit of the Company (separate procedures for the payment or retention of de minimis amounts may apply with respect to holdings through the Euroclear System or CREST). Cheques for the amounts due to certificated shareholders (if any) will be sent by post, at the risk of the person(s) entitled, to their registered addresses (payable to the firstnamed holder in the case of joint holders). Settlement of any premium due to Euroclear Nominees Limited will be made by CHAPS.

Any transactions undertaken pursuant to the paragraph titled "Procedure in respect of rights not taken up" in this paragraph 2.5 or paragraph 2.8 below shall be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional allotments or other entitlements and none of the Company or the Underwriters or any other person procuring subscribers shall be responsible, or have any liability whatsoever for any loss or damage (whether actual or alleged) arising from the terms or timing of any such subscription, any decision not to endeavour to procure subscribers or the failure to procure subscribers on the basis so described.

The Underwriters will be entitled to retain any brokerage fees, commissions or other benefits received in connection with these arrangements.

It is a term of the Rights Issue that all New Ordinary Shares validly taken up by subscribers under the Rights Issue may be allotted to such subscribers in the event that not all of the New Ordinary Shares offered for subscription under the Rights Issue are taken up.

Withdrawal rights

Shareholders who have the right to withdraw their acceptances under Article 23(2) of the UK Prospectus Regulation and/or Article 23(2) of the EU Prospectus Regulation after a supplementary prospectus (if any) has been published and who wish to exercise such right of withdrawal must, in the case of Qualifying Shareholders, do so by lodging a written notice of withdrawal which must include the full name and address of the person wishing to exercise such statutory withdrawal, and such person's Shareholder Investor Code (IVC), so as to be received by the Receiving Agent by post to Link Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland, or by hand (during normal business hours only) to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland or, where the Shareholder has registered an email address with the Registrar, by email to CAGSupport@linkgroup.ie no later than three Business Days after the date on which the supplementary prospectus was published, withdrawal being effective upon receipt of the written notice of withdrawal. Shareholders may register an email address with the Registrar via the Registrar's website at www.candcshares.ie. Qualifying Euroclear Shareholders and Qualifying CDI Holders who wish to exercise a right of withdrawal should consult with their Admitted Institution, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for issuing withdrawal instructions through the Euroclear System and/or CREST. Notices of withdrawal, on behalf of such Qualifying Euroclear Shareholders and Qualifying CDI Holders, must be lodged by Euroclear Nominees Limited, on behalf of such Qualifying Euroclear Shareholders and Qualifying CDI Holders, by electronic instruction to the Receiving Agent no later than three Business Days after the date on which the supplementary prospectus was published, withdrawal being effective upon receipt of Euroclear Bank's notice of withdrawal. Notice of withdrawal given by any other means or which is deposited with or received by the Receiving Agent after the expiry of such period will not constitute a valid withdrawal. Furthermore, the Company will not permit the exercise of withdrawal rights after payment by the relevant Shareholder of its subscription amount in full and the allotment of the New Ordinary Shares to such Shareholder becoming unconditional. In such circumstances, Shareholders are advised to consult their professional advisers.

Provisional allotments of entitlements to New Ordinary Shares which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements to New Ordinary Shares will be subject to the provisions of the paragraph titled "Procedure in respect of rights not taken up" above in this paragraph 2.5 shall be paid as if the entitlement had not been validly taken up.

2.6 Share Plans

The options and awards granted under the C&C Group Employee Share Plans may be adjusted in such a way as the Remuneration Committee considers appropriate to compensate option and award holders for any effect the Rights Issue will have on those options and awards as permitted by the rules of the plan.

Participants in the C&C Group Employee Share Plans will be contacted separately with further information on how their options and awards may be affected by the Rights Issue.

2.7 Taxation

Information about certain taxation in the UK, Ireland and the United States in relation to the Rights Issue is set out in Part X (Taxation) of this Prospectus. The information contained in Part X (Taxation) is intended only as a general guide to the current tax position in the UK, Ireland and the United States and Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances. Shareholders who are in any doubt as to their tax position or who are subject to tax in any other jurisdiction should consult an appropriate professional adviser immediately.

2.8 Overseas Shareholders

No offer of or invitation to subscribe for New Ordinary Shares is being made by virtue of this Prospectus or the Provisional Allotment Letters into the United States or any of the Excluded Territories. Qualifying Shareholders in jurisdictions other than the United States or the Excluded Territories may, subject to the laws of their relevant jurisdiction, accept their rights under the Rights Issue in accordance with the instructions set out in this Prospectus and, in the case of Qualifying Certificated Shareholders only, the Provisional Allotment Letters. Provisional Allotment Letters will be posted to Qualifying Certificated Shareholders other than, subject to certain limited exceptions, Qualifying Certificated Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories.

Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom and Ireland should consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Ordinary Shares. If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately.

General

The making or acceptance of the offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons who have registered addresses in, or who are resident in, or citizens of, countries other than the UK and Ireland may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlement.

It is the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the UK and Ireland wishing to take up rights to New Ordinary Shares or otherwise participate in the Rights Issue to satisfy himself/herself as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The comments set out in this paragraph 2.8 are intended as a general guide only and any Overseas Shareholder who is in doubt as to his position should consult his professional adviser without delay.

Having considered the circumstances, the Directors have formed the view that it is necessary or expedient to restrict the ability of persons with registered addresses, or who are resident or located, in the United States and the Excluded Territories, to take up rights to New Ordinary Shares or otherwise participate in the Rights Issue due to the time and costs involved in the registration of this Prospectus and/or compliance with the relevant local legal or regulatory requirements in those jurisdictions.

Receipt of this Prospectus and/or a Provisional Allotment Letter, the crediting of CDI Rights to a stock account in CREST or the crediting of Euroclear Subscription Rights to an account of an Admitted Institution in Euroclear Bank will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus and/or a Provisional Allotment Letter must be treated as sent for information only and should not be copied or redistributed or acted upon.

New Ordinary Shares will be provisionally allotted (nil paid) to all Shareholders on the register at the close of business on the Record Date. However, Provisional Allotment Letters will not be sent to Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories or their agents or intermediaries, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

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No person receiving a copy of this Prospectus and/or a Provisional Allotment Letter and/or receiving a credit of CDI Rights to a stock account in CREST and/or receiving a credit of Euroclear Subscription Rights to a Euroclear Bank account with a bank or other financial institution in any territory other than the UK and Ireland may treat the same as constituting an invitation or offer to him nor should he/she in any event use the Provisional Allotment Letter or deal with CDI Rights in CREST or Euroclear Subscription Rights in Euroclear Bank unless, in the relevant territory, such an invitation or offer could lawfully be made to him/her or the Provisional Allotment Letter could lawfully be used or dealt with without contravention of any registration or other legal requirements. In such circumstances, this Prospectus and the Provisional Allotment Letter are to be treated as sent for information only and should not be copied or redistributed.

Accordingly, persons (including, without limitation, custodians, nominees and trustees) receiving a copy of this Prospectus and/or a Provisional Allotment Letter or whose stock account is credited with CDI Rights or Euroclear Subscription Rights should not, in connection with the Rights Issue, distribute or send the same or transfer CDI Rights or Euroclear Subscription Rights in or into any jurisdiction where to do so would or might contravene local security laws or regulations. If a Provisional Allotment Letter or a credit of CDI Rights or Euroclear Subscription Rights is received by any person in any such territory, or by his/her agent or nominee, he/she must not seek to take up the rights referred to in the Provisional Allotment Letter or in this Prospectus or renounce the Provisional Allotment Letter or transfer the CDI Rights or Euroclear Subscription Rights unless the Company and the Underwriters determine that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, nominees and trustees) who does forward this Prospectus or a Provisional Allotment Letter, or transfer CDI Rights or Euroclear Subscription Rights into any such territories (whether pursuant to a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this paragraph 2.8.

The Company reserves the right to treat as invalid and will not be bound to allot or issue any New Ordinary Shares in respect of any acceptance or instruction or purported acceptance or instruction which:

• (i) appears to the Company or its agents to have been executed, effected or despatched from the United States or an Excluded Territory; or
• (ii) in the case of a Provisional Allotment Letter, provides an address for delivery of the share certificates or other statements of entitlement or advice in the United States or an Excluded Territory or any other jurisdiction outside the UK and Ireland in which it would be unlawful to deliver such certificates, statements or advice or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or
• (iii) in the case of a credit in CREST, to a CREST member or CREST sponsored member whose registered address is in the United States or an Excluded Territory or any other jurisdiction outside the UK and Ireland in which it would be unlawful to make such a credit or if the Company or its agents believe that making such credit may violate applicable legal or regulatory requirements; or
• (iv) in the case of a credit in the Euroclear System, to an Admitted Institution whose registered address is in the United States or an Excluded Territory or any other jurisdiction outside the UK and Ireland in which it would be unlawful to make such a credit or if the Company or its agents believe that making such credit may violate applicable legal or regulatory requirements.

Save as provided in this paragraph 2.8, rights to New Ordinary Shares to which Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories would otherwise be entitled will be aggregated with entitlements to Nil Paid Rights which have not been taken up by other Shareholders and, if possible, sold as described in paragraph 2.5 above. The net premium realised from such sales (after deduction of the Issue Price and expenses) will be paid to the relevant Shareholders pro-rated to their holdings of Existing Ordinary Shares at the close of business on the Record Date as soon as practicable after receipt, except that individual amounts of less than £5.00 per holding will not be distributed but will ultimately accrue for the benefit of the Company (separate procedures for the payment or retention of de minimis amounts may apply with respect to holdings through the Euroclear System or CREST). Holdings of Existing Ordinary Shares in certificated and book-entry form via Euroclear Bank and (in CDI form) through CREST will be treated as separate holdings for these purposes. None of the Company, the Underwriters or any other person shall be responsible or have any liability whatsoever for any loss, damage, liability or cost (actual or alleged) arising from the terms or the procedure of the acquisition or the procuring of it or any failure to procure subscribers.

Despite any other provision of this Prospectus or a Provisional Allotment Letter, the Company reserves the right to permit any Shareholder to participate in the Rights Issue on the terms and conditions set out in this Prospectus as if it were a Qualifying Shareholder if the Company in its sole and absolute discretion is satisfied that the transaction in question is exempt from or not subject to the legislation or regulations giving rise to the restrictions in question. If the Company is so satisfied, the Company will arrange for the relevant Overseas Shareholder to be sent a Provisional Allotment Letter if it is a Qualifying Certificated Shareholder.

These Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described above.

The attention of Overseas Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories is also drawn to the paragraphs titled "Offering restrictions relating to the United States" to "Excluded Territories" below of this paragraph 2.8.

Overseas Shareholders should note that all subscription monies must be paid in pounds sterling by cheque or banker's draft and should be drawn on a bank in the UK, made payable to "Link Registrars Limited Re: C&C Group RI a/c" and crossed "A/C payee only".

Offering restrictions relating to the United States

Subject to certain exceptions, this Prospectus and the Provisional Allotment Letters are intended for use only in connection with offers and sales of New Ordinary Shares outside the United States and are not to be sent or given to any person with a registered address, or who is resident or located, in the United States.

The New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been and will not be registered under the US Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares being offered outside the United States are being offered in reliance on Regulation S.

Subject to certain exceptions, the offer of New Ordinary Shares is not being made in the United States and neither this Prospectus nor the Provisional Allotment Letters constitutes or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to any Qualifying Shareholder with a registered address in or that is known to be resident or located in the United States.

The New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Subject to certain limited exceptions, envelopes containing Provisional Allotment Letters should not be postmarked in the United States or otherwise despatched from the United States, and all persons subscribing for or acquiring New Ordinary Shares and wishing to hold such shares in certificated form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the United States.

Subject to certain limited exceptions, any person who subscribes for or acquires New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, will be deemed to have declared, warranted and agreed, by accessing this Prospectus or accepting delivery of the Provisional Allotment Letter and delivery of the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights or CDI Rights, that it is not, and that at the time of subscribing for or acquiring the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights it will not be, in the United States or acting on behalf of, or for the account or benefit of a person on a non-discretionary basis in the United States or any state of the United States.

The Company and the Underwriters reserve the right to treat as invalid any Provisional Allotment Letter that (i) appears to the Company, the Underwriters or their respective agents to have been executed in or despatched from the United States, (ii) that does not include the relevant warranty set out in the Provisional Allotment Letter headed "Overseas Shareholders" to the effect that the person accepting and/or renouncing the Provisional Allotment Letter does not have a registered address and is not resident or located in the United States and is not subscribing for or acquiring Nil Paid Rights, Fully Paid Rights or New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, or (iii) where the Company and the Underwriters believe acceptance of such Provisional Allotment Letter may infringe applicable legal or regulatory requirements, and the Company and the Underwriters shall not be bound to allot (on a non-provisional basis) or issue any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in respect of any such Provisional Allotment Letter. In addition, the Company and the Underwriters reserve the right to reject any CREST instruction in respect of Nil Paid Rights sent by or on behalf of any CREST member with a registered address in or resident or located in the United States.

Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Nil Paid Rights and Provisional Allotment Letters to, and the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares, may be offered to and acquired by, a limited number of Shareholders in the United States reasonably believed to be QIBs, in offerings exempt from the registration requirements of the US Securities Act.

A QIB will be permitted to take up its entitlements to New Ordinary Shares under the Rights Issue only if the QIB executes a representation letter (a "QIB Representation Letter") in the form provided by Link upon request and delivers it to Link, with a copy to the Company and the Underwriters. The QIB Representation Letter will require each such QIB to represent and agree that, amongst other things, (i) it is a QIB, and (ii) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the New Ordinary Shares in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with applicable securities laws. The QIB Representation Letter contains additional written representations, agreements and acknowledgements relating to the transfer restrictions applicable to the New Ordinary Shares. Any such QIBs who hold Ordinary Shares through a bank, a broker or other financial intermediary should procure that the relevant bank, broker or financial intermediary submits a QIB Representation Letter on their behalf. The Company has the discretion to refuse to accept any Provisional Allotment Letter that is incomplete, unexecuted or not accompanied by an executed QIB Representation Letter or any other required additional documentation.

Any person with a registered address, or who is resident or located, in the United States who obtains a copy of this Prospectus and/or a Provisional Allotment Letter and who is not a QIB is required to disregard them and may not take up its entitlements to New Ordinary Shares under the Rights Issue and/or acquire any New Ordinary Shares offered hereby.

In addition, until 40 days after Admission, an offer, sale or transfer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the US Securities Act, if such offer or sale is made otherwise than in accordance with Rule 144A under the US Securities Act.

No representation has been, or will be, made by the Company or any of the Underwriters as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer, resale, pledge or transfer of the New Ordinary Shares.

US transfer restrictions in respect of shares not taken up in the Rights Issue

Any person with a registered address, or who is resident or located, in the United States that subscribes for any New Ordinary Shares that were not taken up in the Rights Issue must meet certain requirements and will be deemed to have represented, acknowledged and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an investment decision and to have further represented, acknowledged and agreed as follows (terms defined in Rule 144A or Regulation S shall have the same meaning in this section):

• (a) It is a QIB and, if it is subscribing for or acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB.
• (b) It is aware, and each beneficial owner of the New Ordinary Shares has been advised, that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act, and that the offer and sale to it (or such beneficial owner) is being made in a transaction not involving a public offering that is exempt from registration under the US Securities Act.
• (c) It is acquiring the New Ordinary Shares for its own account or for the account of a QIB as to which it has full investment discretion (and it has full power and authority to make, and does make, the acknowledgments, representations and agreements herein on behalf of each owner of such account), in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the United States securities laws) thereof.
• (d) It has made its own assessment concerning the relevant tax, legal and other economic considerations relevant to its investment in the New Ordinary Shares. It will base its investment decision solely on this Prospectus, including the information incorporated by reference herein. It acknowledges that none of the Company, any of its affiliates or any other person (including any of the Underwriters or any of their respective affiliates) has made any representations, express or implied, to it with respect to the Company, the Rights Issue, the New Ordinary Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company, the Rights Issue or the New Ordinary Shares, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in this Prospectus. It acknowledges and agrees that it will not hold the Underwriters or any of their affiliates or any person acting on their behalf responsible or liable for any misstatements in or omissions from any publicly available information relating to the Company. It acknowledges that it has not relied on any investigation that the Underwriters or any person acting on their behalf may or may not have conducted, nor any information contained in any research reports prepared by the Underwriters or any of their respective affiliates, and it has relied solely on its own judgment, examination and due diligence of the Company, and the terms of the transaction, including the merits and risks involved, and not upon any view expressed by or information provided by, or on behalf of, the Underwriters or any of their affiliates. It acknowledges that it has read and agreed to the matters set forth under this paragraph 2.8 of this Part III (Terms and Conditions of the Rights Issue).
• (e) It is aware that the New Ordinary Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act.
• (f) It is aware that the New Ordinary Shares may not be deposited, and it agrees that it shall not deposit any New Ordinary Shares, into any unrestricted depositary facility and that the New Ordinary Shares may not settle or trade, and it agrees that it shall not settle or trade such New Ordinary Shares, through the facilities of The Depository Trust Company or any other US exchange or clearing system, unless at the time of deposit, settlement or trading such New Ordinary Shares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act.
• (g) It will not reoffer, resell, pledge or otherwise transfer the New Ordinary Shares except (i) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to another QIB in compliance with Rule 144A; or (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 or any other exemption from the registration requirements of the US Securities Act, subject to its delivery to the Company of an opinion of counsel (and of such other evidence that the Company may reasonably require) that such transfer or sale is in compliance with the US Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States. It understands that no representation has been made as to the availability of Rule 144 of the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the offer, resale, pledge or transfer of the securities. It will notify any person to whom it subsequently reoffers, resells, pledges or otherwise transfers the New Ordinary Shares of the foregoing restrictions on transfer.
• (h) It understands, and each beneficial owner understands, that the Company does not intend to file a registration statement in respect of the New Ordinary Shares.
• (i) It is an institution, and it, and each other QIB, if any, for whose account it is acquiring the New Ordinary Shares, in the normal course of business invests in or purchases securities similar to the New Ordinary Shares, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the New Ordinary Shares, and has the financial stability to bear the economic risk of such investment in the New Ordinary Shares and adequate means for providing for current needs and possible contingencies. It agrees that it will not look to any of the Underwriters or any of their affiliates for all or part of any loss it may suffer.
• (j) It is not acquiring the New Ordinary Shares as a result of any general solicitation or general advertising (within the meaning of Regulation D under the US Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over the radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or directed selling efforts (as that term is defined in Regulation S).
• (k) It acknowledges that, to the extent any New Ordinary Shares are delivered in certificated form, the certificate delivered in respect of such New Ordinary Shares will bear a legend substantially to the following effect for so long as the securities are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN AND IN COMPLIANCE WITH RULE 144A; OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144 OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, SUBJECT TO DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (AND OF SUCH OTHER EVIDENCE THAT THE COMPANY MAY REASONABLY REQUIRE) THAT SUCH TRANSFER OR SALE IS IN COMPLIANCE WITH THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT FOR RESALES OF THE SHARES REPRESENTED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

• (l) It acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described in this section and that the Company may make notations on its records or give instructions to any transfer agent of the New Ordinary Shares in order to implement such restrictions.
• (m) It acknowledges and agrees that the Company, its affiliates, the Underwriters, their respective affiliates, the Registrar and others will rely upon the truth and accuracy of the foregoing warranties, acknowledgements, representations and agreements. It agrees that if any of the representations, warranties, agreements and acknowledgements deemed to be made cease to be accurate, it shall promptly notify the Company and the Underwriters.

Prospective purchasers are hereby notified that sellers of the New Ordinary Shares may be relying on the exemption from the registration requirements of the US Securities Act provided by Rule 144A.

Excluded Territories

Due to restrictions under the securities laws of the Excluded Territories, and subject to certain exceptions, no Provisional Allotment Letters will be sent to persons with registered addresses, or who are resident or located, in the Excluded Territories The Company reserves the right to treat as invalid and will not be bound to allot or issue any New Ordinary Shares in respect of any acceptance or instruction or purported acceptance or instruction which appears to the Company or its agents to have been executed, effected or despatched from the United States or an Excluded Territory. The Nil Paid Rights to which such persons are entitled will be sold if possible in accordance with the provisions of paragraph 2.5 above. Subject to certain exceptions, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the CDI Rights, the Euroclear Subscription Rights and the New Ordinary Shares may not be transferred or sold to, or renounced or delivered in, the Excluded Territories. No offer of New Ordinary Shares is being made by virtue of this Prospectus or the Provisional Allotment Letters into the Excluded Territories

Any person with a registered address, or who is resident or located, in any of the Excluded Territories who obtains a copy of this document or a Provisional Allotment Letter and/or who receives a credit of CDI Rights to a stock account in CREST and/or receives a credit of Euroclear Subscription Rights to a Euroclear Bank account is required to disregard them, except with the consent of the Company.

Australia

This Prospectus does not constitute a prospectus, product disclosure statement or any other form of formal "disclosure document" under Part 6D.2 of the Corporations Act 2001 (Cth) and has not been and will not be lodged or registered with ASIC, the ASX or any other regulatory body or agency in Australia. Accordingly, this Prospectus is not required to, nor does it contain all of the information a prospective investor would expect to be contained in an offering document or which he/she/it may require in order to make an informed investment decision regarding, or about the rights attaching to, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offered under this Prospectus. The offer to which this Prospectus relates is being made in Australia in reliance on ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 issued by ASIC. This Prospectus only constitutes an offer in Australia for sale of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares to persons who are Qualifying Shareholders.

As any offer for the issue of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares under this Prospectus will be made without disclosure in Australia under Part 6D.2, the offer of those Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares for resale in Australia within 12 months of their sale may, under section 707(3) of the Corporations Act 2001 (Cth), require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act 2001 (Cth) apply to that resale.

This Prospectus is intended to provide general information only and has been prepared by the Company without taking into account any particular person's objectives, financial situation or needs.

Recipients should, before acting on this information, consider the appropriateness of this information having regard to their personal objectives, financial situation or needs. Recipients should review and consider the contents of this Prospectus and obtain financial advice (or other appropriate professional advice) specific to their situation before making any decision to accept the offer of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares. This Prospectus was prepared under the law and operating rules of a foreign market. The Company is not subject to the continuous disclosure requirements of the Corporations Act 2001 (Cth).

Canada

The Nil Paid Rights, Fully Paid Rights and New Ordinary Shares may be offered, sold, taken up, exercised, renounced, resold, transferred or delivered to residents of Canada acquiring, or deemed to be acquiring, the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any sale or resale of the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Any person in Canada wishing to acquire the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares must execute and deliver to the Company a Canadian Investor Representation Letter. Acquirors of New Ordinary Shares disposed by the Underwriters will not be required to provide a Canadian Investor Representation Letter. The requirement to deliver a Canadian Investor Representation Letter does not apply to an investment manager outside Canada that has full discretion to trade securities for the account of a client in Canada.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of New Ordinary Shares by the Underwriters.

Overseas territories other than the United States and the Excluded Territories

Provisional Allotment Letters will be posted to Shareholders (other than, subject to certain exceptions, Shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories), CDI Rights will be credited to the CREST stock accounts of CDI Holders, and Euroclear Subscription Rights will be credited to Euroclear Bank securities accounts of Euroclear Participants. Such persons in territories other than the United States or the other Excluded Territories may, subject to the laws of the relevant jurisdictions, participate in the Rights Issue in accordance with the instructions set out in this Prospectus and, if relevant, the applicable Provisional Allotment Letter. In cases where Overseas Shareholders do not take up Nil Paid Rights, their entitlements will be sold if possible in accordance with the provisions of paragraph 2.5 above.

Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK and Ireland should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlement.

Hong Kong

This Prospectus has not been delivered for registration to the Registrar of Companies in Hong Kong and its contents have not been reviewed or authorised by any regulatory authority in Hong Kong. Accordingly: (i) the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be offered or sold in Hong Kong by means of any document other than (a) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder; or (b) in other circumstances which do not result in this document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong); and (ii) no person may issue, or have in its possession for the purpose of issue, whether in Hong Kong or elsewhere, any invitation, advertisement or other document relating to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder.

The content of this Prospectus has not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Rights Issue. If you are in any doubt about any content of this Prospectus, you should obtain independent professional advice.

Representations and warranties relating to Overseas Shareholders

(a) Qualifying Certificated Shareholders

Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration of the New Ordinary Shares comprised therein represents and warrants to the Company and each of the Underwriters that, except where proof has been provided to the Company's satisfaction that such person's use of the Provisional Allotment Letter or the effecting of the instruction will not result in the contravention of any applicable legal or regulatory requirement in any jurisdiction, (i) such person is not accepting and/or renouncing the Provisional Allotment Letter, requesting registration of the relevant New Ordinary Shares or giving such instruction, from within the United States or any of the Excluded Territories; (ii) such person is not in any territory in which it is unlawful to make or accept an offer to subscribe for New Ordinary Shares or to use the Provisional Allotment Letter in any manner in which such person has used or will use it or to give such instructions; (iii) such person is not acting on a non-discretionary basis for, or on behalf of, or for the account or benefit of, a person resident or located within the United States or any Excluded Territory or any territory referred to in (ii) above at the time the instruction to accept, renounce or deal was given; and (iv) such person is not acquiring Nil Paid Rights, Fully Paid Rights or New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into the United States or any Excluded Territory or any territory referred to in (ii) above. The Company may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter if it (x) appears to the Company to have been executed in or despatched from the United States or any Excluded Territory or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement; (y) provides an address in the United States or any Excluded Territory (or any jurisdiction outside the UK and Ireland in which it would be unlawful to deliver share certificates or sales advice); or (z) purports to exclude the warranty required by this sub-paragraph (a) of the paragraph titled "Representations and warranties relating to Overseas Shareholders" of this paragraph 2.8.

(b) Qualifying Euroclear Shareholders

A holder of Euroclear Subscription Rights who makes a valid acceptance in accordance with the procedures set out in this Part III (Terms and Conditions of the Rights Issue) represents and warrants to the Company and each of the Underwriters that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction, (i) he/she is not within the United States or any of the Excluded Territories; (ii) he/she is not in any territory in which it is unlawful to make or accept an offer to subscribe for New Ordinary Shares; (iii) he/she is not accepting on a non-discretionary basis for, or on behalf of, or for the account or benefit of, a person resident or located within the United States or any Excluded Territory or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) he/she is not acquiring Nil Paid Rights (including Euroclear Subscription Rights), Fully Paid Rights or New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into the United States or any Excluded Territory.

(c) Qualifying CDI Holders

A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part III (Terms and Conditions of the Rights Issue) represents and warrants to the Company and each of the Underwriters that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction, (i) he/she is not within the United States or any of the Excluded Territories; (ii) he/she is not in any territory in which it is unlawful to make or accept an offer to subscribe for New Ordinary Shares; (iii) he/she is not accepting on a non-discretionary basis for, or on behalf of, or for the account or benefit of, a person resident or located within the United States or any Excluded Territory or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) he/she is not acquiring Nil Paid Rights, Fully Paid Rights or New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into the United States or any Excluded Territory.

The provisions of this paragraph 2.8 (Representations and warranties relating to Overseas Shareholders) and any other terms of the Rights Issue relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders(s) or on a general basis by the Company and the Underwriters in their absolute discretion. Subject to this, the provisions of this paragraph 2.8 (Representations and warranties relating to Overseas Shareholders) supersede any terms of the Rights Issue inconsistent herewith. References in this paragraph 2.8 (Representations and warranties relating to Overseas Shareholders) to Shareholders shall include references to the person or persons executing a Provisional Allotment Letter and, in the event of more than one person executing a Provisional Allotment Letter, the provisions of this paragraph 2.8 (Representations and warranties relating to Overseas Shareholders) shall apply to them jointly and to each of them.

2.9 Times and dates

The Company shall (in its absolute discretion) be entitled to amend the dates that the Provisional Allotment Letters are despatched or dealings in Nil Paid Rights commence or amend or extend the latest date for acceptance or instruction under the Rights Issue and all related dates set out in this Prospectus and in such circumstances shall notify the FCA, and make an announcement on a Regulatory Information Service approved by the FCA. In the event that such an announcement is made, Qualifying Shareholders may not receive any further written communication in respect of such amendment or extension of the dates included in this Prospectus.

If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Rights Issue specified in this Prospectus (or such later date as may be agreed between the Company and the Underwriters), the latest date for acceptance or instruction under the Rights Issue shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

2.10 Governing law

The terms and conditions of the Rights Issue as set out in this Prospectus and the Provisional Allotment Letters and any non-contractual obligations arising out of or in relation to the Rights Issue shall be governed by, and construed in accordance with, English law.

2.11 Jurisdiction

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this Prospectus or the Provisional Allotment Letters (including any dispute relating to any non-contractual obligations arising out of or in connection with them). By accepting rights under the Rights Issue in accordance with the instructions set out in this Prospectus and (in the case of Qualifying Certificated Shareholders only) the Provisional Allotment Letter, Shareholders and any other person who participates in the Rights Issue irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART IV

BUSINESS

1. OVERVIEW

C&C is a leading, vertically integrated premium drinks company which manufactures, markets and distributes branded beer, cider, wine, spirits and soft drinks across the UK and Ireland. The Group's history can be traced back to the mid-19th century and today includes a portfolio of internationally renowned brands and a powerful route-to-market through the largest "final-mile" drinks distribution network in the UK and Irish hospitality sectors (Source: Group data).

C&C benefits from a strong portfolio of core brands including: Bulmers, the leading Irish cider brand; Tennent's, the leading Scottish beer brand; and Magners, a premium international cider brand; and also offers a range of super-premium and craft ciders and beers that it owns or to which it has exclusive distribution rights, such as Heverlee, Five Lamps, Menabrea and Orchard Pig, which appeal to the growing market for diverse and niche products, various Budweiser Brewing Group brands including Budweiser, Stella Artois and Beck's as well as wine and spirit brands and soft drinks.

In addition, through its ownership of Matthew Clark and Bibendum, and with its unique combination of product range, number of customers and delivery reach, the Group is the number one independent "finalmile" drinks distributor to the UK and Irish hospitality sectors (Source: Group data), which represented 76.8 per cent. of the Group's net revenue for the financial year ended 29 February 2020. The Group supplies approximately 13,000 SKUs to over 34,000 pubs, bars, restaurants and hotels, and is a key route-to-market for both major local and international beverage companies. As a comprehensive "one-stop-shop" and an important partner for on-trade customers, the Group has also built strong relationships and partnerships with international beverage companies, including Budweiser Brewing Group, Diageo, Coca-Cola and Pernod Ricard, and has exclusive distribution rights over a number of third-party brands, such as Tsingtao and Menabrea. C&C exports its Magners and Tennent's brands to over 40 countries worldwide.

The Group is also exposed to the off-trade channel (19.7 per cent. of net revenue for the financial year ended 29 February 2020) capturing supermarkets, convenience stores and other wine and beer retailers.

The Group owns and operates manufacturing facilities in County Tipperary, Ireland and Glasgow, Scotland where it produces its owned brand products in addition to contract manufacturing third-party drinks brands. Further, the Group has a joint venture in Admiral Taverns, a tenanted pub company which owns approximately 1,000 pubs across England and Wales. C&C is headquartered in Dublin, is listed on the London Stock Exchange and is a constituent of the FTSE 250 index.

For the financial year ended 28 February 2021, the Group's revenue was €1,022.8 million (financial year ended 29 February 2020: €2,145.5 million), its net revenue was €736.9 million (financial year ended 29 February 2020: €1,719.3 million) and its Adjusted EBITDA loss was €28.8 million (financial year ended 29 February 2020: €153.6 million profit).

2. THE GROUP'S STRENGTHS

C&C plays an important role in the infrastructure of the UK and Irish drinks market. It is a leading, vertically integrated company which manufactures, markets and distributes branded drinks across the UK and Ireland.

The core strengths of the business are embedded within the brand-led, number one "final-mile" drinks distributor model which comprises the Group's core brands, a portfolio of super-premium and craft brands, and a critical distribution infrastructure providing route-to-market for international brand owners, in addition to smaller local and regional brand owners. The Group believes that this allows it to provide one of the largest portfolios of products to customers in the on-trade and off-trade channels.

2.1 Experienced management team

C&C benefits from an experienced management team and increasingly engaged employees throughout the Group. This team has demonstrated the ability to respond to rapidly changing market conditions and has a proven track record of delivering strong operational and financial performance.

During the exceptionally challenging trading conditions presented by the COVID-19 pandemic, the management team has maintained the Group's key focus of continuing to deliver high levels of service; the distribution network has remained operational since the emergence of COVID-19, allowing the business to react more quickly to the re-opening of the on-trade following the first national lockdown and ensuring that stock is in place as demand dictates. During the re-opening of the on-trade in the Group's core markets between July and September 2020, the Group's sales rapidly improved and monthly management accounts indicated that the Group was profitable for the period of the re-opening. The on-trade in the UK partially re-opened from its most recent lockdown period on 12 April 2021 and preliminary indications are that trading since that date has been relatively robust with respect to outdoor dining and takeaway drinks services, providing encouraging signs for the hospitality sector.

Customer service and satisfaction remain a priority core focus. During the COVID-19 pandemic, the Group has maintained high service levels, as reflected in its net promoter scores and "on-time, in-full" deliveries, and despite the global supply chain challenges presented by the pandemic, it has minimised product range issues. While the Group has experienced a rapid shift in consumers' consumption dynamics towards the off-trade channel since the onset of the COVID-19 pandemic, the Group's brand strength was reflected by its increased market share in the off-trade channel (Group net revenue grew by 14.2 per cent. in the off-trade in the financial year ended 28 February 2021 compared to the prior financial year).

2.2 Core brands

C&C's core brands have historically delivered resilient revenues, better margins and are strongly cash generative.

• Tennent's Lager is the number one beer in Scotland in both the on- and off-trade channels, and just prior to the COVID-19 pandemic the brand enjoyed a 52.5 per cent. volume share of lager in the on-trade (Source: CGA, MAT to week ending 21 March 2020) and 25.4 per cent. in the off-trade (Source: IRI, Beer Category, Volume Sales, Client defined price benchmark, MAT to week ended 23 February 2020), Total Scotland). Strong off-trade demand throughout the pandemic has further cemented the brand's position with off-trade volume share increasing to 26.5 per cent. (Source: IRI, Beer Category, Volume Sales, Client defined price benchmark, MAT to week ended 21 February 2021, Total Scotland).The Group continues to innovate the brand in line with changing consumer preferences with the development of Tennent's Light and Zero. Tennent's Lager boasts a long history, with origins dating back to Glasgow in 1885. Purchased alongside the Wellpark Brewery in Glasgow and brand distribution rights including Stella Artois and Beck's from AB InBev in 2009, the brand also successfully provided the Group with a platform for developing Magners in Scotland, demonstrating the Group's strength in leveraging new routes to market for its existing brands. Tennent's leading position has also allowed the Group to benefit from the implementation of MUP in Scotland, profitably taking share from less-recognised value brands while supporting margins in the off-trade.
• Bulmers is the number one cider brand in Ireland with 80 years of heritage and provenance that resonates with Irish consumers. (Source: NielsenIQ, MAT to February 2020). Just prior to the outbreak of the COVID-19 pandemic the brand held a 57.5 per cent. volume share of cider (Source: NielsenIQ, MAT to February 2020). Bulmers is available in more than 95 per cent. of Irish pubs (Source: NielsenIQ, MAT to February 2020) and is the fourth largest brand by volume in the broader long alcoholic drink (LAD) market, behind only Guinness (stout), Heineken (lager) and Coors (lager). (Source: NielsenIQ, MAT to February 2020). Strong offtrade demand throughout the pandemic has bolstered the brand's position with off-trade cider volume share increasing in the year from 46.8 per cent. (Source: NielsenIQ, MAT to February

2020) to 50.5 per cent. (Source: NielsenIQ, MAT to February 2021). To cater to new consumer preferences, the brand has also evolved to include a variety of options. In addition to Bulmers Original, the range includes Bulmers Light, Bulmers 0.0% and Bulmers Rose.

• Magners is the number three apple cider brand in the UK (Source: CGA, MAT to week ending 21 March 2020 and IRI, Cider Category, Volume Sales, MAT to week ended 21 February 2021, Total GB), and a globally recognised brand, exported to more than 40 countries. The cider market in Great Britain experienced a challenging year as a result of the COVID-19 pandemic, and largely due to declines in the on-trade channel. Magners experienced volume share growth of 0.4 per cent. in the off-trade channel with volumes up 29.2 per cent. against Great Britain's total off-trade cider volume growth of 21.2 per cent. (Source: IRI, Cider Category, Volume Sales, MAT to week ended 21 February 2021, Total GB). The Magners range includes Magners Original, Magners Original Draught, Magners 0.0%, Magners Rose, Magners Dark Fruit and Magners Classic Pear.

C&C's International division manages the sale and distribution of the Group's owned brand products, principally Magners and Tennent's outside of the UK and Ireland. The Group exports its brands to over 40 countries globally, notably in continental Europe, Asia, Australia and North America. The Group operates mainly through local distributors in these markets and regions.

2.3 Super premium and craft brands

C&C owns or has exclusive distribution rights to a growing portfolio of super-premium and craft beer and cider brands which serve consumer's increasing demand for diversity, "newness" and taste. These brands include Heverlee, Menabrea, Five Lamps and Orchard Pig. C&C has continually sought to refresh its portfolio of super-premium and craft brands, most recently announcing a new long-term "partnership for equity" deal with Innis & Gunn, the number one craft beer in Scotland and a top three craft beer in the UK. With the investment in Innis & Gunn in January 2021, the Group received an equity stake of 8 per cent., along with a long-term incentive scheme which will make a number of additional shares available to the Group. In addition, C&C will support the production of Innis & Gunn craft beers at the Group's Wellpark Brewery in Glasgow and will exclusively sell and distribute Innis & Gunn's award-winning range of beers across the on-trade in the UK and Ireland. In addition to super-premium and craft, C&C's complete range of brands also includes niche and speciality brands as well as premium agency brands such as Stella Artois, Beck's, Budweiser and Corona.

2.4 Distribution

C&C has significant size, scale and distribution reach across the on-trade channels in the UK and Ireland with the ability to reach 99 per cent. of the UK population the next day through its Matthew Clark network. C&C is the number one "final-mile" independent drinks distributor to the UK and Irish hospitality sectors and is a key route-to-market partner for both local and international beverage brand owners. The strength of the Group's service offering and scale has driven significant distribution deals in the financial year ended 28 February 2021. In Ireland, the Group has strengthened its partnership with Budweiser Brewing Group UK&I, a part of AB InBev, whereby the Group has taken responsibility for the sale and distribution of AB InBev's complete Budweiser beer brand portfolio across the Island of Ireland. C&C has been working with Budweiser through AB InBev since 2009 and has been responsible for brewing and distributing a selection of the brewer's brands in Scotland, Northern Ireland and the Republic of Ireland. In the UK, C&C was chosen as the exclusive distributor of Tito's Handmade Vodka, the number one selling spirit brand in the United States, and Innis & Gunn, Scotland's number one craft beer.

Operating under the Matthew Clark, Bibendum, Tennent's and Bulmers Ireland brands, the Group supplies approximately 13,000 SKUs to over 34,000 pubs, bars, restaurants and hotels ensuring a comprehensive portfolio. With a complete distribution platform, C&C acts as an important partner to on-trade customers due to its ability to deliver product expertise and insight into evolving consumer tastes. The national distribution networks and economies of scale also provide substantial coverage, service and value to the benefit of the Group's on-trade customers.

C&C provides suppliers with high-frequency data driven knowledge of local and regional markets. Using data collected across approximately 900,000 orders per year, the Group is able to tailor its marketing strategies for its owned brand products and provide valuable insight to its suppliers from across the on-trade channels. C&C also lends capital to its customers in Ireland and Scotland. See section 10 (Customer service and trade lending) of Part IV (Business) below.

C&C is a major distributor to the UK and Ireland off-trade channels selling a range of owned and agency brands primarily across beers, ciders and wines.

2.5 Joint ventures and partnerships

The Group has an investment in Admiral Taverns, the tenanted pub group which owns approximately 1,000 pubs across England and Wales, having originally invested in the joint venture in September 2017. C&C (the owner of 48.85 per cent. of the joint venture) and its joint venture partner, Proprium Capital Partners (the owner of 49.05 per cent. of the joint venture), a real estate firm with US\$2.0 billion of assets under management, collectively own 97.9 per cent. of Admiral Taverns, with the balance held by the management of Admiral Taverns. The investment in Admiral Taverns provides the Group's brands with improved distribution in a well-established pub network across the UK and an opportunity to enhance on-trade penetration further over time.

2.6 Cost base agility

The Group's ability to scale the cost base of its operations to address profitable market opportunities, whilst maintaining its customer-centric focus has been a feature of its business for many years. In the last quarter of the financial year ended 28 February 2021, the Group again implemented cost reduction programmes across the business and began the process of consolidating its distribution network in England and Scotland and right-sizing its headcount across all functions. These initiatives are expected to deliver annualised cost savings of €18 million by the end of the financial year ending 28 February 2022.

2.7 Environmental, social and governance ("ESG") credentials

The Group recognises its responsibility to society and the importance of its ESG strategy and commitments and the increasing important role that this plays in the decision making of the Group's stakeholders. This year, the Group started to trial electric vehicles and vehicles using alternative fuel types. In October 2019, the Group announced a £7.0 million investment in packaging equipment at Wellpark Brewery which will help to facilitate the move out of single use plastic from the packaging of its canned products at the site during 2021. In addition, the Group has invested in a carbon capture facility at Wellpark, which will allow the brewery to store and utilise over 4,000 tonnes of CO2 per year. These initiatives are part of the 'Because Life is Bigger than Beer' initiatives and the sustainability pledges that have been made as part of the campaign.

The Group has already significantly reduced its carbon emissions and carbon dioxide consumption. Based on the Group's calculation of the amount of carbon sequestered in the orchards in Ireland from which it sources its apples (which is calculated assuming an apple yield of 15 tonnes per acre and sequestration of 11 tonnes of CO2 per hectare), the sequestration more than offsets the Group's scope 1 emissions at its plant in Clonmel, Ireland. In addition, all of the scope 2 emissions are certified by the site's energy provider as being 100 per cent. from renewal sources. The combination of sequestration for scope 1 emissions and reliance on renewable energy for scope 2 emissions makes the Group's Clonmel plant effectively carbon neutral.

C&C was included in the Financial Times' inaugural listing of Europe's Climate Leaders which was published on 18 May 2021. The list included 300 companies found to have achieved the greatest reduction in their greenhouse gas emissions intensity between 2014 and 2019. Emissions intensity was defined as tonnes of emissions of CO2 equivalent per €1 million of revenue.

Although the COVID-19 pandemic has impacted on the Group's plans around water optimisation and usage, it continues to strive to deliver improvements in its water usage. For the financial year ended 28 February 2021, total water usage for the Group was 3.27 hectolitres of water per hectolitre of product, which continues to be better than the average of the large global brewers, which is estimated to be 3.3 hectolitres of water per hectolitre of product produced (including 3.5 for Heineken and 3.4 for Molson Coors according to their public announcements), while electricity and gas efficiency has also improved at the Group's primary manufacturing facilities.

C&C has been a long-time advocate of the responsible consumption of its products. The Group has supported the introduction of MUP in Scotland since the initiative's introduction in 2018 and through its association with Drinkaware, has also supported the moderate consumption of its products to ensure they are enjoyed safely by its consumers. Recognising the evolving trends around moderation and reduced consumption, the Group has introduced low and no alcohol variants of its core brands such as Tennent's Light, Tennent's Zero and its own hard seltzer brands in Ireland and Scotland.

In 2020, the Group established an ESG Committee tasked with progressing its sustainability agenda. Drawing on resources and employees from a range of departments, the Group's overall objective is to operate as efficiently and sustainably as possible by focusing efforts across six key pillars, which support the UN Sustainable Development Goals. These six pillars aim to reduce the Group's consumption of the planet's valuable resources and promote a positive impact with regards to the Group's customers and products (see section 14 (Environment, Social and Governance) of Part IV (Business)) for further information on the Group's ESG policy).

3. THE GROUP'S STRATEGY

During the past year, the Group has developed and implemented its strategy in pursuit of becoming the preeminent brand-led drinks distribution platform serving the UK and Ireland drinks market. The Group has a track record of cash generation and as markets normalise and the Group's trading returns to growth, the Directors believe that this should ensure that the business has the financial footing and balance sheet to deliver on its strategy, which will be key to a rapid return to shareholder value creation.

The primary pillars of the Group's strategy are:

• Brand strength invest and grow the portfolio of leading local brands, ciders and premium beers;
• System strength to position the Group as the UK and Ireland's most efficient and effective drinks distribution system;
• Environmental, social and governance to deliver on its structured programme of continuous improvement; and
• Efficient capital allocation to ensure the efficient allocation of capital to enhance growth and Shareholder returns.

3.1 Brand strength

The Group's strategy is to deliver earnings growth and this is principally achieved through investment in, and organic growth of, the Group's existing portfolio, brand-led distribution in its core markets and strategic capital allocation through selective acquisitions and partnerships. C&C will continue to build the value of key brands over the long term in both the on-trade and off-trade channels. The development and evolution of the Group's portfolio is important and the Group intends to leverage key brand strength, owned route-to-market capabilities and market position. Through the recovery phase following COVID-19, C&C intends to specifically focus and invest in growing its share of cider and premium beer. In addition, C&C intends to enhance its wider portfolio with new agencies or equity for growth brands such as the recently signed partnership with Innis & Gunn in January 2021.

With the investment in Innis & Gunn, the Group received an equity stake of 8 per cent. and entered into a long-term incentive scheme which will make a number of additional shares available to the Group based on performance targets. The Group also partners with other drinks producers and acts as an exclusive distributor for certain domestic and international brands, which it refers to as "agency" brands. The Group aims to increase its agency brand share and proactively targets new agencies.

3.2 System strength

The Group has continued to focus on strengthening its distribution business through recent restructuring and optimisation of its distribution network, enabling the Group to become a comprehensive "one-stop-shop" for licensed premises owners. The strength of the Group's final-mile distribution is reflected through new exclusive distribution deals, including with Budweiser in Ireland; Tito's Handmade Vodka in the UK; and Innis & Gunn.

In addition, following the acquisition of the Matthew Clark and Bibendum businesses in April 2018 the Group has sought to optimise its distribution networks to drive ongoing efficiencies and enhance future margins. The Group is consolidating its network of depots in England and moving all of its distribution in-house. In addition, in May 2021 the Group opened a new 50,000 square foot depot in Edinburgh, which will result in the subsequent closure of four depots in the distribution network in Scotland.

Ongoing refinements to the distribution operating model will continue to improve the operating leverage characteristics of the business and should position the Group well when unrestricted trading resumes. The partial re-opening of the on-trade channel in the UK and Ireland from July through September 2020 demonstrated the underlying strength of the business model as the Group returned to profitable trading and underlying cash generation during this period. In the Matthew Clark business, new account openings increased year-on-year from July to September 2020 by 66 per cent.

The Board believes strategic drivers of growth across distribution in the Group are further customer acquisitions, growing its share of customer outlets and re-enforced supplier relationships in a post COVID-19 environment. The Board believes that the competitive landscape will evolve as a direct consequence of the pandemic and customers should be attracted to C&C on the basis of its stability, range, customer service, data and insight. The Group will continue to drive the adoption of technology to improve its end-to-end service with the aim of delivering efficiencies, more effective business processes and a competitive marginal cost to serve.

3.3 Environmental, social and governance

The Group recognises its responsibility to society and the importance of its ESG strategy and commitments and the increasingly important role that this plays in the decision making of the Group's stakeholders. The Group has a structured programme of continuous improvement to ensure that it is able to deliver on its sustainability objectives. The Group has made good progress delivering on its sustainability objectives which has included trialling electric vehicles, optimising the distribution network in order to reduce fleet mileage, the introduction of no and low alcohol variants and putting in place health and well-being support systems for its employees. Lastly, the Group has formed an ESG board committee and formally launched its ESG strategy.

3.4 Efficient capital allocation driving efficiency across the Group

The Group is operationally levered and will continue to aim to drive efficiencies to ensure a lean cost base and agile operating model across the Group. C&C has taken a number of steps in recent years in order to achieve this. For example, following the acquisition of the Matthew Clark and Bibendum businesses the Group integrated the businesses into the wider Group and removed any unnecessary duplications of functions, costs and platforms.

The Group will also seek to continue to strengthen its key capabilities across digital, brand management, procurement and technology. The Group has invested in technology and will continue to do so as the markets in which it operates evolve, with COVID-19 accelerating some online and ecommerce trends.

The Board continues to believe that financial strength and balance sheet flexibility is a source of competitive advantage for the Group in the long term and is of the view that a Leverage Ratio of less than 2.0x is appropriate for the Group once unrestricted trading resumes.

4. HISTORY

4.1 C&C Group history

C&C was founded in 1868, by the partnership of Dr Thomas Cantrell, widely credited as the first inventor of ginger ale, and the soft drink businessman, Henry Cochrane, establishing Cantrell & Cochrane Limited. By 1884, Cantrell & Cochrane was considered the "largest soft drink manufacturer in the world" and in 1877 trademarked the "Club Soda" name in Britain and Ireland. In 1898, Cantrell & Cochrane became a private limited liability company and was awarded a royal warrant by King Edward VII three years later. In 1925 Cantrell and Cochrane was sold to E&J Burke, bottlers of Guinness in the United States, and in 1950 E&J Burke was acquired by Guinness. In 1968, Allied Breweries and Guinness merged their Irish soft drinks and cider interests in Ireland as well as some other interests to form the C&C Group.

By 1974, the C&C Group had almost 60 per cent. of the Irish soft drinks market with production taking place at a factory in Ballyfermot, Dublin. In 1999, Allied Breweries (later Allied Domecq) sold the C&C Group to BC Partners and in 2004, C&C became a publicly listed company, changing its name to C&C Group plc.

Timeline of the C&C Group in the 21st Century

• 2007: C&C sells its non-alcoholic drinks business to Britvic.
• 2009: C&C acquires the Tennent's Lager brand and Wellpark Brewery from AB InBev.
• 2010: C&C acquires Gaymer Cider Company and sells its Spirits & Liquors division, including Tullamore Dew, the second largest selling Irish whisky, to Scottish distillers William Grant & Sons.
• 2012: C&C acquires the Gleeson Group, Ireland's leading drinks wholesaler, thereby extending its distribution reach and returning the group to the soft drinks and bottled water market. C&C also acquires Vermont Hard Cider Company, the largest cider maker in the United States.
• 2013: C&C acquires an initial 50 per cent. state in Wallace's Express, the Scottish drinks wholesalers, acquiring the outstanding 50 per cent. stake in 2014.
• 2016: C&C enters into an expanded manufacturing and distribution partnership with AB InBev.
• 2017: C&C acquires 47 per cent. of the issued share capital of Admiral Taverns, which at the time owned and operated approximately 845 pubs, mainly located in England.
• 2018: C&C acquires Matthew Clark and Bibendum, the largest independent distributor to the UK on-trade drinks sector, from Conviviality.
• 2020: C&C becomes exclusive distributor of AB InBev's Budweiser beer brand portfolio across Ireland and disposes of the Tipperary Water Cooler business in October 2020.
• 2021: C&C announces the long-term "partnership for equity" deal with, Innis & Gunn, the number one craft beer in Scotland and a top three craft beer in the UK in January and disposes of Vermont Hard Cider Company in April.

4.2 Magners and Bulmers history

H.P. Bulmer was founded in 1887 in Hereford, England by Percival "Percy" Bulmer, using apples from the orchard at his father's rectory and an old stone press. In 1937, William Magner, who had begun to produce his own Irish cider in County Tipperary in 1935, acquired the rights to produce the Bulmers Cider brand in what would later become the Republic of Ireland and H.P. Bulmer purchased a 50 per cent. share in the business. In 1946, H.P. Bulmer purchased the remaining 50 per cent. of the Bulmers business, changing the name to Bulmers Ltd of Clonmel and maintaining international rights to the Bulmers trademark. In 1946 H.P. Bulmer was forced to sell Bulmers Ltd. of Clonmel to Guinness and Allied Breweries.

In 1965, the company moved its main processing operations to a new complex in Annerville, five kilometres east of Clonmel and in 1968, Guinness merged Cantrell and Cochrane with the Irish soft drinks' operations of Allied Breweries (later Allied Domecq) to form C&C. Owing to the success of Bulmers cider in Ireland, the Group developed the Magners brand in order to market the company's cider outside of the Republic of Ireland. The Magners brand was first sold in Majorca, Spain in May 1999 followed by Munich, Germany in July 1999 and was first sold in the UK in late 1999, when the brand was launched in Northern Ireland. Initially, the Magners brand was only available in Spain, Northern Ireland and Scotland but as a result of its increased popularity, it is now available throughout the UK, Europe, Asia, North America, Australia and New Zealand.

4.3 Tennent's history

Tennent's can trace its history to 1556, when Robert Tennent established an artisanal brewery in Glasgow making it the oldest continuous commercial concern in Glasgow. The sixth generation of the Tennent family, brothers Hugh and Robert Tennent, founded H&R Tennent in 1740 in Glasgow, Scotland and in 1769, Hugh's sons, John and Robert continued the family business. Trading as "J&R Tennent", the brothers expanded the business through the purchase of the neighbouring brewery of William McLehose, renaming it Wellpark Brewery. The company originally brewed stout and strong ales and by the mid-19th century had become the world's largest bottled beer exporter. In 1884, Hugh Tennent took control of the company and after a visit to Bavaria developed a passion for a lighter, sparkling German beer referred to as lager, brewing the first Tennent's Lager in 1885 and completing a new larger brewery on the Wellpark site in 1891. J&R Tennent continued to innovate, producing the first draught lager in 1924, the first canned lager in 1935 and the first keg lager in 1963. In 1963, J&R Tennent was acquired by Charrington United Breweries, a brewery company founded in Bethnal Green, London and in 1966 formally merged with United Caledonian Breweries (a Scottish subsidiary of Charrington) to form Tennent Caledonian Breweries. The newly merged company's brewing operations were concentrated at the Wellpark Brewery site and the Heriot Brewery in Edinburgh. In 1967, Charrington merged with Bass to form the Bass Charrington Group which was later acquired by the Belgian brewer Interbrew (now part of AB InBev) in June 2000.

In September 2009, C&C acquired the Tennent's brand from AB InBev together with distribution rights in Scotland, Northern Ireland and Ireland for various AB InBev brands including Stella Artois and Beck's.

4.4 Matthew Clark and Bibendum history

Matthew Clark is a UK-based drinks wholesale distributor, founded in 1810 by Matthew Clark as a wine and spirit broking business in the City of London. In 1814, Matthew Clark was registered as a distributor of Martell cognac, becoming the brand's sole London agent in 1833 and later becoming the importer of De Kuyper spirits and liquors and Pedro Domecq sherries. Six generations of the Clark family ran the business up to and past its formation as a limited company in 1920. In 1964 Matthew Clark merged with the Finsbury Park distillery and in 1990, after listing on the London Stock Exchange, the company proceeded to acquire other drinks manufacturers and distributors including Gaymer Cider Company and Taunton Cider Company. By 1995, Matthew Clark held 45 per cent. of the total cider market before being acquired by Constellation Brands Inc, an American producer and marketer of beer, wine and spirits, in 1998.

Bibendum was established in 1982 as a wine retailer in London before moving into on-trade in 1985 and off-trade in 1989 as multiple retailers began looking at wine as a category for growth. Bibendum continued to grow both organically and through the acquisition of PLB (an approximately £100 million revenue business selling to the grocery channel).

In 2015, Conviviality plc purchased Matthew Clark and in 2016 it acquired Bibendum with both brands operating within the Conviviality Direct business. In March 2018, following a period of operational and financial stress, Conviviality plc announced its intention to appoint administrators after failing to raise the £125 million needed to recapitalise Matthew Clark and Bibendum, and as a result the Conviviality Direct business was sold to C&C in April 2018.

5. BUSINESS OVERVIEW

5.1 Organisational/divisional structure of the Group

Great Britain

C&C's Great Britain division includes the sale of the Group's owned brand products in Scotland, with Tennent's, Caledonia Best, Heverlee and Magners as the main brands. The Great Britain division includes the sale of the Group's portfolio of owned cider brands across the rest of England and Wales, including Magners, Orchard Pig, K Cider and Blackthorn, which are distributed in partnership with AB InBev. In addition, the Great Britain division includes the Tennent's drinks distribution business in Scotland. The Group also distributes selected AB InBev brands in Scotland and the Tsingtao and Menabrea international beer brands across the UK.

Tennent's Lager is the number one beer in Scotland, with a share of over 50 per cent. of on-trade.

In Scotland, the strength and breadth of the Group's network makes it a natural partner for other brand owners. Matthew Clark also has a distribution business in Scotland which is being integrated into the Group's existing infrastructure realising efficiency synergies in the region. Full integration is expected to be complete in 2021.

Prior to the outbreak of the COVID-19 pandemic, C&C's Scotland operations were weighted towards the on-trade channel (approximately 67 per cent. of volume). The on-trade channel commands a higher price point, contributing approximately 80 per cent. of divisional gross profit. Since the onset of the pandemic, the Group has seen increased off-trade demand in Scotland, with the volume split for the financial year ended 28 February 2021 at 27 per cent. on-trade and 73 per cent. off-trade.

Independent free trade pubs represent over 75 per cent. of the on-trade channel in Scotland and generate higher operating margins for distributors than managed outlets that operate a large number of pubs nationwide in the on-trade channel. C&C has dedicated financial and commercial resources to ensuring that it has strong relationships across a large number of independent license holders. As a result, Tennent's remains the leading draught beer in Scotland, accounting for one out of every two pints sold, while the higher margin premium beer and cider portfolio saw significant volume growth of 7.0 per cent. in the financial year ended 29 February 2020. C&C also lends capital to its customers in Scotland. See section 10 (Customer service and trade lending) of Part IV (Business) below.

The Great Britain division's primary manufacturing plant and administration centre is located at the Wellpark Brewery in Glasgow.

Ireland

C&C's Ireland division operates a full multi-beverage model on the Island of Ireland, anchored by the sale of the Group's owned brand products across the Island of Ireland, principally Bulmers, Magners, Tennent's, Five Lamps and Heverlee. This is complemented by the Group's ownership of one of Ireland's largest "final-mile" distribution businesses, the Bulmers Ireland drinks distribution business, a leading distributor of third-party drinks to the licensed on- and off-trade in Ireland which stocks more than 350 beer and cider SKUs. In addition to offering its range of branded products, including C&C core brands as well as Finches, the Group also owns the largest independent wine distribution business in Ireland, shipping approximately 947,000 cases annually. The Group previously owned the Tipperary Water Cooler business, which was sold to Waterlogic Holdings Limited in October 2020.

C&C is the market leader in Irish cider, and just prior to the outbreak of the COVID-19 pandemic it held a 65 per cent. volume share of cider (Source: NielsenIQ, MAT to February 2020), despite new product launches by major international brewers. Bulmers is consistently ranked the number one cider brand in Ireland (Source: NielsenIQ, MAT to February 2020) and the number four brand in LAD (Source: NielsenIQ, MAT to February 2020) with consumers continuing to value the authenticity and provenance of the product. Consumers prefer Bulmers over standard lagers even though it is generally priced approximately 8 per cent. higher. C&C has also diversified its portfolio of brands in Ireland offering a variety of craft and local brands including Roundstone Irish Ale, a pale ale in the Irish tradition; Clonmel 1650, a pilsner-style lager; and Five Lamps Dublin lager.

C&C also has exclusive distribution rights for a range of beers in Ireland. On 4 March 2020, the Group announced the expansion of its existing multi-year partnership with AB InBev to include exclusive distribution of Budweiser and Bud Light on the Island of Ireland. With the addition of Budweiser and Bud Light, from 1 July 2020, the Group has responsibility for the sale and distribution of AB InBev's complete Budweiser beer brand portfolio across Ireland.

Prior to the outbreak of the COVID-19 pandemic, the on-trade channel accounted for approximately 62 per cent. of divisional gross profit and the off-trade channel accounted for approximately 37 per cent. While the Group's on-trade volumes and net sales revenue for its core brands trended down modestly over the years leading up to the COVID-19 pandemic, premium and craft alternatives, which command higher prices, strengthened over the same period. As a result, net revenue and operating margins have remained resilient. C&C's portfolio of products is well-positioned for this shift in consumption in the Irish market.

C&C also lends capital to its customers in Ireland. See section 10 (Customer service and trade lending) of this Part IV (Business) below.

The Ireland division's primary manufacturing plant is located in Clonmel, County Tipperary, with major distribution and administration centres in Dublin and in Culcavy, Northern Ireland.

Matthew Clark and Bibendum

The Group operates, as a separate division, the Matthew Clark and Bibendum distribution business across the UK with Bibendum also distributing wines in Ireland. While reported as a single division within the Group, Matthew Clark and Bibendum are operated independently of one another from a front-end customer perspective.

Matthew Clark is one of the UK's leading beverage aggregators, bringing approximately 8,500 SKUs from more than 500 suppliers to over 18,000 national and independent free trade outlets across the UK on-trade channel, including beers, wines, spirits, ciders and soft drinks. It also has a number of exclusive distribution agreements for third-party products (primarily wine) in the UK market as well as a limited range of its own wines. Its nationwide distribution network serves both large national accounts and independent free trade operators and its distribution business in Scotland will be fully integrated into the Group's existing business during 2021. Matthew Clark has the scale to break bulk deliveries, getting suppliers' product to the market as quickly and efficiently as possible to deliver the final mile.

While Bibendum is smaller in scale, it provides an extensive range of wine and increasingly other products, to a well-diversified mix of customers and is a premium-positioned beverage distributor with global sourcing capabilities and over 160 exclusive wine suppliers. On-trade sales account for the majority of Bibendum's revenue with national accounts contributing approximately 38 per cent. and smaller, regional customers accounting for approximately 27 per cent. Off-trade contributes 31 per cent. while the remaining 4 per cent. is generated by Walker & Wodehouse, a subsidiary that sells exclusively to independent merchants and regional wholesalers. Working alongside, rather than in competition with, Matthew Clark, Bibendum similarly functions as an effective aggregator for its customers, with independent wine merchants becoming an increasingly important portion of the UK market. Of the approximately 900 independent wine merchants in the UK, Bibendum has relationships with approximately 500 of them as its portfolio offers the variety and quality to meet retailers' demand for handcrafted, higher-priced wine. Many of these in-demand small producers historically had difficulty reaching customers due to small delivery sizes, but Bibendum offers a solution by aggregating deliveries and getting branded supplies to merchants in a cost effective and efficient manner.

The Matthew Clark and Bibendum division is characterised by the breadth of its portfolio of products and also the broad and well-established platform for engaging with and delivering to customers it provides. With its extensive network of customers and volume of transactions, the Matthew Clark and Bibendum division is able to provide powerful data and market analysis to its customers as well as to optimise distribution of the Group's owned brand products. Matthew Clark has the scale and expertise to tailor strategies for its suppliers by using data to select the optimal route-to-market for different brands, as well as to help develop new ones while Bibendum offers a product called 'Outlet' which enables it to provide customers with price trend and demographic information with post code granularity. These 'insight engines' supplement the aggregation and distribution services Matthew Clark and Bibendum offer and help support customer satisfaction metrics with both their customer satisfaction index and net promoter score recovering following their decline prior to the Group's acquisition of the businesses. Furthermore, using data collected across its orders, the Matthew Clark and Bibendum division is able to monetise this information by selling it to its supplier base.

In aggregate, Matthew Clark and Bibendum forms Great Britain's leading drinks distribution business to the on-trade making C&C the largest independent "final-mile" drinks distributor to the UK and Irish on-trade channel. (Source: Group data).

International

C&C's international division manages the sale and distribution of the Group's owned brand products, principally Magners and Tennent's, outside of the UK and Ireland. The Group exports its brands to over 40 countries globally, notably in continental Europe, Asia, Australia and North America. The Group operates mainly through local distributors in these markets and regions. The international division includes the sale of the Group's cider and beer products in the United States and Canada, which historically included the Vermont Hard Cider Company manufacturing the Woodchuck and Wyder's brands at its cidery in Middlebury, Vermont. The Group sold the Vermont Hard Cider Company in April 2021.

5.2 Impact of the COVID-19 pandemic

The emergence of COVID-19 has had an impact on global economies and on businesses generally. While it remains too early to fully assess the long-term economic and societal consequences of the pandemic, it is clear that an adverse impact has been and will continue to be experienced by the Group. Governments have imposed restrictions, which, while necessary to slow the spread of COVID-19, have had a significant impact on the Group's results of operations, principally the ontrade sector, as well as the Group's employees, many of whom have been temporarily furloughed. Throughout this time, the Board's primary concern has been the welfare and health and safety of the Group's employees, their families and the communities in which the Group operates. To that end, the Group has followed the advice from the respective governments and relevant authorities and sought to comply with applicable regulations at all times and will continue to do so to protect its people and operations.

Since the emergence of the COVID-19 pandemic in early 2020, the Group has moved quickly to take decisive action, focusing on factors within its control with the aim of navigating the pandemic as safely as possible and positioning its business as well as possible for a future normalisation. The Group acted quickly to respond to the emergence of the COVID-19 virus to protect the health and wellbeing of employees and the interests of all stakeholders; and ensure it operated in compliance with local government and health authority guidelines. The Group implemented its business continuity planning and restricted all unnecessary access to its operations in line with government and health service guidelines, consistent with industry best-practice. All travel has been suspended unless business critical and visitors are no longer allowed on site. Staff are also not allowed to move between production facilities to minimise exposure risk. The Group is ensuring that all employees who can work from home are doing so. The Group is also offering support to employees who have children in school and has put in place additional measures to aid personal well-being.

The Group has also taken a series of proactive steps to mitigate, where possible, the negative financial and operational impacts of the COVID-19 pandemic, including:

• issuing approximately €140 million equivalent of US Private Placement Notes in March 2020 to diversify, strengthen and extend the maturity of the Group's capital structure and sources of debt finance;
• maintaining constructive dialogue with its lenders and the holders of its US Private Placement Notes throughout the period and obtaining waivers of the existing financial covenants under its financing arrangements and the introduction of temporary gross debt and liquidity covenants until the Group is back in compliance with the original leverage and interest cover covenants. This waiver has most recently been extended until 28 February 2022, and then a looser set of leverage and interest cover covenants have been agreed for the 12-month period ending 31 August 2022 (if a Minimum Equity Raise occurs by 31 July 2021), with the original leverage and interest cover covenants reapplying for the periods ending 28 February 2023 and thereafter (or from 31 August 2022 if a Minimum Equity Raise has not occurred by 31 July 2021). For further details on these covenant waivers, see section 16 (Material Contracts) of Part XI (Additional Information);
• reducing discretionary expenditure, placing a significant number of employees on a temporary furlough and reducing salaries across the Group, including senior management and the Board, in the first half of the financial year ended 28 February 2021;
• postponing the majority of non-committed capital expenditure;
• re-deployment of resources to capture growth opportunities in the off-trade channel;
• rationalising the Group structure, reflecting the Group's focus on its core brand-led distribution model, through the disposal of certain non-core assets, including the disposal of the Tipperary Water Cooler business in October 2020 for an initial consideration of €7.4 million (€0.2 million of which is deferred) and the disposal of the Vermont Hard Cider Company in April 2021 for total consideration of US\$20.0 million, of which US\$4.8 million is deferred;
• implementing various working capital initiatives, including the negotiation of temporary extensions to supplier payment terms;
• continuing to progress with restructuring and optimisation workstreams across the Group, including the integration of the Group's distribution platforms in Scotland and England. These workstreams are expected to deliver annualised cost savings of €18 million by the end of the financial year ending 28 February 2022 and will enhance margins post recovery; and
• pausing the payment of dividends.

Alongside the actions taken by the Group, various government support initiatives have also helped to mitigate the impact of the pandemic on the Group. Since the onset of the pandemic, the Group has:

• availed itself of €26.1 million (as at 28 February 2021) under government support schemes for the payment of wages of employees who have been placed on temporary furlough, such as the UK's Job Retention Scheme and the Pandemic Unemployment Payment Scheme in Ireland; and
• engaged with the UK and Irish tax authorities to secure deferrals on certain tax payments due, and as at 28 February 2021 this amounted to €77.4 million. It is expected that €38.6 million will be paid in the first six months of financial year 2022, with a further €30.3 million in the second half of the financial year 2022 and the balance of €8.5 million in the first six months of the financial year 2023.

As a result of these actions, the Group has reduced its level of operational expenditure (which includes raw materials and costs of goods sold and bought for resale), with operating costs (before exceptional items) amounting to €796.5 million for the financial year ended 28 February 2021, a 48.9 per cent. reduction (on a constant currency basis) on the prior financial year (2020: €1,559.8 million). These actions are in addition to previously implemented initiatives to reduce the Group's cost base, including restructuring of the employee base at Matthew Clark and Bibendum following the acquisition of that business in April 2018. In conjunction with the working capital initiatives referenced above, to offset cash outflows primarily relating to the Group's debtor securitisation facility, the Group's focus on the management of costs during this exceptionally challenging trading period resulted in free cash flow (excluding exceptional cash outflow) being limited to €91.2 million in the financial year ended 28 February 2021.

Liquidity management has been a central focus of the Group since the emergence of the COVID-19 pandemic. The Group retains sufficient liquidity with cash of approximately €50.3 million as at 21 May 2021 and access to the €450 million Revolving Credit Facility, of which €246.2 million was drawn as at 21 May 2021 (28 February 2021: €243.1 million). The Group had net debt (including leases) of €494.3 million as at 21 May 2021 (28 February 2021: €441.9 million).

Given the anticipated impact the COVID-19 pandemic would have on financial covenants tests pursuant to the Revolving Credit Facility, the Term Loan Facility and the US Private Placement Notes, during 2020 and 2021 the Group negotiated waivers of the existing financial covenants for the Revolving Credit Facility, the Term Loan Facility and the US Private Placement Notes and the introduction of temporary gross debt and liquidity covenants until the Group is back in compliance with the original leverage and interest cover covenants. This waiver has most recently been extended until 28 February 2022, and then a looser set of leverage and interest cover covenants have been agreed for the 12-month period ending 31 August 2022 (if a Minimum Equity Raise occurs by 31 July 2021), with the original leverage and interest cover covenants reapplying for the periods ending 28 February 2023 and thereafter (or from 31 August 2022 if a Minimum Equity Raise has not occurred by 31 July 2021). For further details on these covenant waivers, see section 16 (Material Contracts) of Part XI (Additional Information).

The Group will continue to monitor guidance from governments and health authorities and implement measures in line with best practice.

6. PRODUCTS/BRANDS

6.1 Core brands

C&C's market-leading core brands, Bulmers, Magners and Tennent's, are central to the Group's core business and relevant to today's customers. These core brands have resilient revenues, better margins and are strongly cash generative. The penetration of these brands and loyalty amongst their customer base has ensured the Group is resilient in periods of challenging operating conditions. The Group's strong brand recognition, leading market positions and the affordable price points of C&C's core brands provide the Group with resilience throughout the economic cycle.

Bulmers

Bulmers Original is a premium traditional blend of 100 per cent. Irish cider only ever made at the Group's Clonmel Cidery, from Irish apples. Although Bulmers has enjoyed an over 80-year track record as the leading cider in Ireland, it continues to evolve to include a variety of options to appeal to different segments of the market, including a non-alcoholic option, in order to support its leading position. Investment in the brand has also included a marketing campaign for Bulmers Original, a separate branded sales team and the launch of Outcider by Bulmers, a sweeter alternative to traditional Bulmers, in 2018.

Magners

Magners Original is a premium traditional blend of 100 per cent. Irish cider only ever made at the Group's Cidery in Clonmel, from Irish apples. The Magners brand is available in a variety of formats such as Magners Original Draught, Magners Rosé, Magners 0.0 per cent. (a non-alcoholic option), Magners Dark Fruit and Classic Pear, which offer cider drinkers a fruitier alternative to draught apple. While exported globally, the UK is Magners' largest market, accounting for 82 per cent. of brand volume.

Tennent's Lager

Tennent's Lager is the leading beer brand in Scotland. The strength of the Tennent's brand is underpinned by its long history and local provenance and is further supported by continued investment in innovation (such as the launch of Tennent's Zero in October 2020) and targeted marketing and sponsorship. Tennent's leading position has also allowed the Group to benefit from the implementation of MUP in Scotland, profitably taking share from less-recognised value brands while supporting margins in the off-trade.

6.2 Super-premium and craft brands

The Group's portfolio of super-premium and craft beers and ciders serves consumers' increasing demand for diversity, authenticity and new products. In developed markets, consumer preferences are shifting away from global, homogeneous brands in favour of craft beers and ciders with local provenance, taste and quality. C&C's portfolio has provided the Group with an advantaged position from which to capitalise on this shift in consumer preferences – providing the operating scale and efficiency that start-up craft brewers lack while also allowing consumers the opportunity to try a new product under the umbrella of a company they know and trust. C&C's range of 'local champion' brands ranging from Irish beer brands to English cider brands appeal to a growing portion of the consumer base which is looking for more local, niche and specialty products.

The super-premium and craft portfolio is developed through a combination of in-house innovation and partnership with international and local craft brands and includes both the Group's owned brands, including Five Lamps (a leading Dublin-based lager) and Chaplin & Cork's (a range of premium ciders including Somerset Gold and Somerset Reserve), as well as licensed brands that the Group distributes for international beer brands such as Menabrea and Tsingtao, typically through long-term distribution agreements. In January 2021, the Group announced a new long-term partnership deal with Innis & Gunn, the number one craft beer in Scotland and a top three craft beer name in the UK. The Group's complete range of brands is designed to meet all the needs of both customers and consumers.

Belgian beer

Heverlee is a premium Belgian beer, which was created in association with the Abbey of the order of Prémontré, in the town of Heverlee in Leuven.

Dublin lager

The Five Lamps Dublin Brewery was originally set up in early 2012 beside the iconic five lamps landmark on Dublin's Amiens Street. Its first beer, Five Lamps Dublin Lager, was launched in September 2012 and in October 2019, the Group's Five Lamps micro-brewery and visitor centre was opened on Camden Street in Dublin.

Craft cider

Orchard Pig craft ciders are full of Somerset character and tannins found in West Country cider apples.

Third party brands

In addition, the Group has a number of exclusive distribution agreements covering beer, including premium brands such as Stella Artois, Beck's, Budweiser and Corona and Menabrea, spirits and wines.

6.3 Wine and spirit brands

The Group has a small portfolio of spirit brands which are sold in the on-trade. The Group is also a customer of many international wine and spirit brand owners. Across the Group, 10.1 million cases of wine are sold annually, distributing brands including Santa Rita, Yellowtail and the Accolade portfolio.

6.4 Soft drinks

The Group also distributes soft drinks across the UK and the Island of Ireland on behalf of a number of major international brand owners. Owned brands such as Finches are produced and distributed in Ireland.

7. PRODUCTION/DISTRIBUTION CAPABILITIES AND NETWORK

C&C distributes its products through a network of Group-owned distribution businesses as well as a longterm distribution agreement with AB InBev. The partnership allows C&C and AB InBev to leverage each other's distribution strengths and support volume growth while each retaining oversight over their own brand marketing.

AB InBev distributes C&C's cider products through its network in England, Wales and Scotland while the Group distributes select AB InBev brands, in addition to its own brands, through its Tennent's distribution business in Scotland. In Ireland, the Group distributes its own products, as well as a range of beers from global brewers including San Miguel and AB InBev, through its Bulmers Ireland business and in Northern Ireland through its Tennent's Northern Ireland business. It is one of the largest independent "final-mile" distributors on the island. In February 2021, Britvic announced its intention to close its distribution business, Counterpoint, which will provide the Group with an opportunity to further grow its market share. Following the acquisition of Matthew Clark and Bibendum in 2018, the Group now distributes its own products as well as products for a number of other leading beverage companies in the UK through the country's largest independent drinks distribution network. It also distributes into the on-trade channel through its investment in Admiral Taverns.

The Group owns or maintains 9 depots on the Island of Ireland, 11 depots in England and 7 depots in Scotland. The Group uses these depots in order to supply directly to multiple retailers and also direct to ontrade customers.

8. PRODUCTION FACILITIES AND OTHER PROPERTIES

The Group is headquartered in Dublin with the majority of production undertaken at its Clonmel Cidery in Ireland and its Wellpark Brewery in Glasgow. The Group benefits from having two large manufacturing centres located in close proximity to its key markets. While production in Ireland and Scotland focus primarily on cider and lager, respectively, both manufacturing centres have the flexibility to expand and shift production as needed. The Group has achieved the ISO 14001 certification, which is the international standard specifying the requirements for an environmental management system, for its Clonmel, Matthew Clark (Whitchurch) and Bibendum sites.

In addition to production of its own portfolio of products, 35 per cent. of the Group's production volume is contract work for other brewers and private label product for customers. C&C's technical brewing skills and packaging capability has proven attractive to other market participants (including AB InBev), allowing the Group to secure new contract business on multi-year terms in the last fiscal year. These agreements typically take two forms, contract manufacturing and production of own label products. Own label products are produced for retailers such as Asda, Tesco, Sainsbury, Aldi, Lidl and Spar.

8.1 Clonmel (County Tipperary)

The Ireland division's primary manufacturing plant is located in Clonmel, County Tipperary where the Group produces its core brands, Bulmers and Magners Irish Cider as well as its local brands; Roundstone Irish Ale and Clonmel 1650. For the financial year ended 28 February 2021, the Clonmel Cidery had a capacity of 3.1 hectolitres and utilisation of 53 per cent.

In the financial year ended 28 February 2020, the Group invested €2.5 million in a wastewater treatment facility similar to the infrastructure already installed at the Wellpark site in Glasgow. This technology dramatically improved wastewater quality and significantly reduced the Group's impact on the local ecological system on which it relies.

8.2 Wellpark (Glasgow)

C&C's primary manufacturing plant and administration centre in the UK is located at the Wellpark Brewery in Glasgow where the Group produces its core brand, Tennent's. In 2014, C&C and William Bros Brewing Co. opened a craft brewery joint venture on the Wellpark site, called Drygate Brewing Co, which is now part of the Group's super-premium and craft portfolio. For the financial year ended 28 February 2021, the Wellpark Brewery had a capacity of 2.8 hectolitres and utilisation of 72 per cent.

Following initial success with a smaller visitor's centre, a new interactive attraction opened at Wellpark Brewery in November 2018. In the financial year ended 29 February 2020, approximately 35,000 visitors visited this attraction.

In October 2019, the Group announced a £7.0 million investment in packaging equipment at Wellpark Brewery which will help to facilitate the move out of single use plastic from the packaging of its canned products as part of a series of 'Because Life is Bigger than Beer' initiatives. The Group's new secondary packaging material will be cardboard which is fully and easily recyclable.

At Wellpark in March 2020, under the first phase of the initiative to move out of single-use plastics, Tennent's moved from shrink wrap to FEC (cardboard) packaging on its 10, 12 and 15 packs. In January 2021, Tennent's announced the second phase of the project, bringing about significant equipment and infrastructure changes at Wellpark. When the work is complete by summer 2021, all Tennent's canned products will be packaged in fully recyclable cardboard, removing 150 tonnes of plastic from Tennent's Lager can packs, including more than 100 million plastic rings. The investment also recognises future market changes, such as the introduction of the deposit return scheme in Scotland that is planned for July 2022.

9. RAW MATERIALS, SUPPLIERS AND PROCUREMENT

The Group is committed to sourcing its raw materials such as apples and barley from local sustainable sources. The Group sources apples predominantly in Ireland and barley predominantly in Scotland. The Group sees itself as an aggregator of suppliers' products for its customers and suppliers therefore provide the lifeblood to the Group's operating model. The Group partners with a diverse range of suppliers from global manufacturers to local artisan producers and its approach remains consistent for all; working collaboratively to ensure that its customers receive the best possible service and value for money.

The Group is working with all its suppliers to minimise the adverse impact of COVID-19 on the business. See section 5.2 (Impact of the COVID-19 pandemic) above.

10. CUSTOMER SERVICE AND TRADE LENDING

In partnering with its customers, the Group aspires to provide unrivalled value adding services to form a collaboration that enhances its competitive advantage. In doing so, the Group builds a loyal customer base to whom it offers a spectrum of services which range from capital loans to data-driven market insight.

In Scotland, Northern Ireland and the Republic of Ireland, the Group lends on a secured basis to the independent free trade to help its customers grow their businesses. In some instances, this is to help refurbish existing facilities, or in other cases, to assist in the acquisition of new premises. In return, customers commit to buying the Group's product for their outlets. The Group's long-term support for trade customers is normally recognised through increased customer loyalty and the lifetime value is higher than for those customers that trade without a tie.

As at 28 February 2021, the Group had a loan book of €42.1 million across 864 customers, providing the Group's portfolio with a superior platform in exceptional circumstances.

The Group is working with all its customers to minimise the adverse impact of COVID-19 on the business. See section 5.2 (Impact of the COVID-19 pandemic) above.

11. REGULATION

The Group's alcoholic beverage products are subject to regulation in the UK and Ireland, with the primary regulation impacting the Group in recent years being the introduction of MUP in Scotland as part of the Alcohol Framework 2018. This framework and other pieces of legislation in the Group's countries of operations regulate, among other things, product labelling and marketing.

11.1 Minimum unit pricing (MUP)

In 2012, the Scottish Parliament passed the Alcohol (Minimum Pricing) (Scotland) Act 2012 which allowed Scottish Ministers to introduce a system of MUP for alcohol. Following a public consultation, the Scottish government concluded that a 50 pence per unit minimum price struck a reasonable balance between public health, social benefits and intervention in the market. The legislation on the price was laid on 1 March 2018, complete with a final business and regulatory impact assessment and unanimously approved by full Parliamentary vote on 25 April 2018. MUP was implemented in Scotland on 1 May 2018. The MUP level in Scotland remains under review. C&C was a strong supporter of the Scottish government's introduction of MUP, which the Group believes is a responsible measure to help reduce the misuse of alcohol in society. On 2 March 2020, the Welsh government announced that minimum pricing had been introduced. The Group expects that a consultation on the introduction of MUP in Northern Ireland and the Republic of Ireland will be introduced in due course and may ultimately come under review in England.

11.2 Deposit Return Schemes

C&C is a founding member, along with other drinks companies and trade bodies, of Circularity Scotland, which was formed following discussions with the British Retail Consortium as part of plan to implement a deposit return scheme in Scotland. The Group is in discussions with the Scottish government on implementation of the programme and is supportive of a fully compatible UK-wide deposit return system. A consultation with respect to a deposit return scheme in Ireland closed in November 2020.

In May 2020, the Scottish Parliament was the first in the UK to vote in favour of a deposit return scheme, which is currently intended to come into force across Scotland on 1 July 2022. Under the scheme, producers will add a 20 pence fee to prices charged to wholesalers, which will then be passed on to retailers and end consumers when they purchase beverages in "single-use" containers (which includes both soft and alcoholic drinks that come in PET plastic, metal, and glass; from 50 ml to 3 litres). Consumers will be reimbursed the 20 pence deposit if they choose to return the container to any retailer that sells drinks under the scheme in the off-trade. The retailer will then be reimbursed by the scheme administrator, who collects the plastics, who in turn, will be reimbursed by alcohol producers, where the cycle first began.

12. EMPLOYEES

12.1 Workforce

The Group's employees are one of its greatest strengths. C&C's employees are key stakeholders in its business who embody the Group's core values. C&C maintains a culture of internal progression and development, providing the Group with exceptional talent and an invaluable awareness of the unique dynamics of the Group and its positioning within its industry. This affords the Group a pipeline of future talent to continue the sustainable progression of the Group's overall long-term strategy and purpose, both of which significantly rely on its people.

The average number of persons employed on a full and part-time basis by the Group for the financia l years ended 28 February 2021, 29 February 2020 and 28 February 2019 by geographical location is set out below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
United Kingdom	2,363	2,537	2,604
Republic of Ireland	495	519	539
International	92	97	101
	–––––––––––– 2,950	–––––––––––– 3,153	–––––––––––– 3,244

–––––––––––– –––––––––––– ––––––––––––

As of 28 February 2021 approximately 52 per cent. of the workforce consisted of production employees and approximately 18 per cent. consisted of sales and marketing employees with the remaining 30 per cent. involved in administration, financing, human resources and legal. The average number of persons employed on a full and part-time basis by the Group for the financial year ended 28 February 2021 in its core markets was: 2,363 in the United Kingdom, 495 in the Republic of Ireland and 92 internationally. In response to the COVID-19 pandemic, the Group continued to progress with its restructuring and optimisation workstreams across the group and at its peak, throughout the financial year ended 28 February 2021, 67 per cent. of total headcount were temporarily furloughed as a direct consequence of the COVID-19 pandemic.

12.2 Employee development

C&C is committed to supporting its employees and helping them achieve their full potential and as a result has historically created a variety of development opportunities. An example of one of the Group's employee development initiatives is a scheme focused on apprenticeships, with programmes running across a range of disciplines in various parts of the business. This includes apprenticeship training in sales, team leadership, management, health and safety, engineering, packaging, brewing, logistics, digital marketing, people services, warehousing and quality. The Group has also carried out leadership training within the management and team leader populations and in the Matthew Clark and Bibendum division, a suite of internal management training interventions was delivered across a range of Behavioural and Employee Relations topics.

In previous years the Group had also implemented its 'Raising the Bar'initiative. First begun in 2018, the aim of this programme is to ensure that employees have the necessary skills, confidence and knowledge and aims to develop each employee personally and professionally. C&C continues to support professional development across the business and has supported colleagues through further education and professional exams including Scottish Vocational Qualifications in management, Master of Business Administration ("MBA") degrees, Chartered Institute of Management Accountants qualifications, Chartered Institute of Personnel and Development ("CIPD") qualifications and Institute of Brewing and Distilling qualifications. Further emphasis has also recently been placed on delivering a comprehensive range of skills training across the Group including lean operational excellence, wine appreciation and finance for non-financial managers.

In line with the Group's commitment to ensuring its activities do not cause or contribute to contemporary forms of slavery in the workplace, and taking steps to stop this from happening in the Group's supply chains and elsewhere, a programme entitled "Tackling Modern Slavery in Business" was delivered to appropriate people across the Group including members of the Group's executive committee, procurement, operations management and HR teams.

The Group continues to invest many training hours in specialised and compliance training, where appropriate, such as food safety, hazard analysis and critical control point, manual handling, forklift driving, chemical handling, first aid and fire safety.

12.3 Employee benefits

The Group operates a number of defined benefit pension schemes for certain employees, past and present, in the Republic of Ireland and in Northern Ireland, all of which provide pension benefits based on final salary and the assets of which are held in separate trustee administered funds. The Group closed its defined benefit pension schemes to new members in March 2006 and provides only defined contribution pension schemes for employees joining the Group since that date. The Group also provides permanent health insurance cover for the benefit of certain employees.

12.4 Diversity and inclusion

The Group aims to create a working environment in which all individuals are able to make the best use of their skills, free from discrimination or harassment, and in which all decisions are based on merit. The Group has a formal equal opportunities policy that commits it to promoting equality of opportunity for all its staff and job applicants. For C&C operations in Northern Ireland this includes adherence to the MacBride Principles. The Group's policy states that it does not discriminate on the basis of age, disability, marital status, ethnicity, creed, sex or sexual orientation. The policy also requires C&C staff to treat customers, suppliers and the wider community in accordance with these principles as well.

The Group is committed to increasing diversity in its business through access, opportunities and training. In January 2019, the Group piloted an inclusion and diversity survey across a small sample in some business areas in order to better understand the demographic make-up of its employees and their views on how inclusion and diversity is supported and can be improved. The Group intends to build upon and expand this approach and use the results of the survey to help identify where further improvements can be made.

13. HEALTH AND SAFETY

13.1 Safety, health and environmental team

The Group has a safety, health and environmental team who are responsible for ensuring that the Group complies with all environmental health and safety laws and regulations with ongoing monitoring, reporting and training.

13.2 Health and safety management standards

Employee Health and Safety

The health, safety and wellbeing of the Group's employees is of paramount significance and the Group recognises the key importance of delivering better safety standards and improved wellbeing for all its employees. Health and safety reports are provided to the Executive Committee on a monthly basis and to the Board twice yearly. The Group continues to drive accidents down, approximately halving the workplace safety accident rate since 28 February 2019.

A series of coordinated events has taken place across all the Group's operations including the delivery of accredited training focusing on health and safety leadership to the senior leadership teams in each business unit. Individually each business unit has also played its part in delivering a safer and healthier workplace for its respective employees. For example, at Clonmel, a health and safety day took place in March 2020 with over 100 staff across the site taking part in workshops on food safety, environmental awareness, raising near misses and reporting incidents, working at height awareness and positive health culminating in a presentation on safety awareness. Additionally, Wellpark Brewery's health and safety day in January 2020 had a significant impact regarding the engagement of employees, comprising a series of presentations delivered by internal and external speakers on topics including mental health and workplace transport.

Product quality and safety

The quality and safety of the Group's products is of critical importance. The Group has implemented quality control and technical guidelines which are adhered to across all of its sites and quality standards and compliance are continually monitored. The Group maintains quality agreements with all raw material suppliers which set out the minimum acceptable standards. Any supplies which do not meet the defined standards are rejected and returned. Furthermore, the Group has enacted specific business continuity plans and a range of measures in line with the advice of governments and local health authorities to ensure the safe production and distribution of the Group's products.

COVID-19 Health and Safety Response

The emergence of COVID-19 presents a new and specific risk to the health and welfare of the Group's employees and the safety and well-being of the Group's employees has been and continues to be its overriding priority. The Group has implemented an extensive range of measures to provide the safest working environment possible for employees including strict safety, hygiene and two metre social distancing measures. Furthermore, the measures introduced by the Group include reducing all unnecessary access to the Group's operating facilities and ensuring that all employees who can work from home are doing so. The Group is also offering support to employees who have children in school and has put in place additional measures to aid personal wellbeing.

13.3 Compliance with relevant rules and regulations

The Group operates in an environment governed by strict and extensive regulations and is subject to an array of health, hygiene and safety regulations put in place to ensure the safety and protection of customers, shareholders, employees and other stakeholders. The Group has in place permanent legal and compliance functions that ensure the Group is aware of all new regulations and legislation, providing updated documentation, training and communication across the Group.

14. ENVIRONMENT, SOCIAL AND GOVERNANCE

The Group is committed to conducting business as efficiently, sustainably and responsibly as possible. This is demonstrated in the way in which it engages with its employees, customers, shareholders, suppliers and the communities in which it operates.

In 2020, the Group established an ESG Committee to assist the Board in defining and regularly reviewing the Group's strategy relating to ESG matters and in setting relevant KPIs; develop and review regularly the policies, programmes, practices, targets and initiatives of the Group relating to ESG matters ensuring they remain effective and up to date and consistent with good industry practice; provide oversight of the Group's management of ESG matters and compliance with relevant legal and regulatory requirements, including applicable rules and principles of corporate governance, and applicable industry standards; report on these matters to the Board and, where appropriate, make recommendations to the Board; and report as required to the shareholders of the Company on the activities and remit of the ESG Committee.

14.1 Alcohol and social responsibility

The need to ensure that communities are well educated and protected in terms of their relationship with the Group's products is central to the Group's business and consistent with the role it wants to play within its local communities.

C&C is a sector leader in promoting enhanced public policy on responsible alcohol consumption at a local, national and international level with a particular focus on the minimum unit pricing ("MUP") of alcohol. C&C was a strong supporter of the Scottish government's introduction of MUP, which the Group believes is a responsible measure to help reduce the misuse of alcohol in society. C&C was also the first drinks organisation to carry the UK's Chief Medical Officer's new responsible drinking guidelines on its packaging in the UK. In order to further its commitment to alcohol and social responsibility, the Group also offers no and low alcohol alternatives to its core brands.

C&C is a funder of Drinkaware, an organisation which performs the valuable role of equipping consumers with information about responsible alcohol consumption and the Group also promotes Drinkaware on its packaging and advertising materials. As members of the UK's National Association of Cider Makers, C&C works closely with apple growers and the agricultural communities in cider regions in the UK. This working relationship puts the Group at the heart of many UK government discussions relating to the responsible use of alcohol. Consistent with its commitment towards responsible alcohol consumption, and to ensure that consumers are provided with full detail on C&C's products, the Group voluntarily displays calorie information on its packaging in the UK and Ireland. C&C products are relatively low in sugar content with its leading cider brands containing less sugar than their key competitors.

14.2 Community and local responsibility

For C&C, the local communities it serves have long featured as a priority in the Group's strategic planning and the Group continues to undertake a range of initiatives designed to benefit local stakeholders across the geographies in which the Group operates.

In Ireland, the Group supports a variety of local charities and partnerships. This includes an established partnership with Inner City Enterprise (ICE) in Dublin, a charity which advises and assists unemployed people in Dublin's inner city to set up their own businesses, to which C&C donates annually.

Similarly, in Scotland, the Group supports a host of charitable and community projects. This includes the award-winning Tennent's Training Academy, which is situated on the Wellpark Brewery site.

14.3 Sustainable and environmental responsibility

Sustainability is a core facet of the C&C's operations strategy. In September 2020, the Group formed a working group tasked with progressing its sustainability agenda, including employees from a range of departments including operations and legal. The Group's overall objective is to operate as efficiently and sustainably as possible by focusing efforts across six key pillars, which support the UN Sustainable Development Goals. These six pillars aim to reduce the Group's consumption of the planet's valuable resources and promote a positive impact with regards to customers and product. The pillars are:

• reduce carbon footprint;
• sustainably source products and services;
• ensure alcohol is consumed responsibly;
• enhance health, wellbeing and capability of colleagues;
• build a more inclusive, diverse and engaged business; and
• collaborate with government and non-governmental organisations.

C&C is making substantial progress against its sustainability objectives having already significantly reduced its carbon emissions and carbon dioxide consumption. Despite the difficulties experienced as a result of the COVID-19 pandemic, the change in SKU types and associated reduction in overall production volumes, the Group continued to work at improving its total consumption of water. At the Clonmel facility, improvement projects reduced water by 41 million litres of water per annum and at the Wellpark facility by 7 million litres of water per annum. Electricity and gas usage have also improved at the Group's primary manufacturing facilities. Based on the Group's calculation of the amount of the carbon sequestered in the orchards in Ireland from which it sources its apples (which is calculated assuming an apple yield of 15 tonnes per acre and sequestration of 11 tonnes of CO2 per hectare), the sequestration more than offsets the Group's scope 1 emissions at its plant in Clonmel, Ireland. In addition, all of the scope 2 emissions are certified by the site's energy provider as being 100 per cent. from renewal sources. The combination of sequestration for scope 1 emissions and reliance on renewable energy for scope 2 emissions makes the Group's Clonmel plant effectively carbon neutral

The Group is also committed to utilising sustainable packaging to reduce the environmental and ecological footprint of its products. The decision to be out of plastics has required significant capital investment of €11.5 million in the Wellpark and Clonmel production sites, which focused on the canning operations. The Group's new secondary packaging material will be cardboard which is fully and easily recyclable.

The Group is actively working with a number of suppliers to investigate alternative packaging technologies with the target of being single-use plastic free on the packaging of its canned products by 2022. At Wellpark in March 2020, under the first phase of the initiative to move out of single-use plastics, Tennent's moved from shrink wrap to FEC (cardboard) packaging on its 10, 12 and 15 packs. In January 2021, Tennent's announced the second phase of the project, bringing about significant equipment and infrastructure changes at Wellpark. When the work is complete by summer 2021, all Tennent's canned products will be packaged in fully recyclable cardboard, removing 150 tonnes of plastic from Tennent's Lager can packs, including more than 100 million plastic rings. The investment also recognises future market changes, such as the introduction of the deposit return scheme in Scotland that is planned for July 2022.

C&C's procurement and technical services teams also actively review and assess its suppliers' track record in environmental management, health and safety, sustainability, diversity and overall corporate responsibility through tendering processes and ongoing reviews to promote sustainability and social responsibility throughout its supply chain.

15. INSURANCE

The Group enters into insurance arrangements to cover certain insurable risks where external insurance is considered by management to be an economic means of mitigating these risks. The Group's insurance is managed through a global insurance broker and it is insured under insurance policies that are customary in the beverages industry. Its insurance policies are with several insurance firms covering various risks, including global material damage and business interruption, global public and product liability, personal accident and travel, and director and officer insurance. The Group also maintains certain local insurance policies, for example in relation to cars. The Group believes it is in compliance with the material terms of its insurance policies and that the insurance coverage is adequate for the business, both as to the nature of the risks and the amounts insured. However, there can be no assurance that this coverage will be sufficient to cover the damages or cost of defence of any particular claim.

16. INTELLECTUAL PROPERTY

The Group owns a large portfolio of trademarks and several domain names as well as copyright, know-how and confidential information relating to its business. It also owns the trademarks relating to all of its owned brands which it produces as part of its business. The Group is, therefore, substantially dependent on the maintenance and protection of its trademarks and all related rights. The Group's principal trademarks include the Bulmers, Magners and Tennent's brand names and related logos and label designs.

The Group generally seeks to protect its formulas and production processes by keeping them secret, in line with the prevailing industry practice. In certain cases, the Group licenses the use of a third-party's trademarks to support the sale of third-party products in its capacity as a distributor. It also licenses in a limited amount of technology from third parties. The Group's policy is to actively protect its intellectual property rights throughout the world.

PART V

INDUSTRY

Certain information in this Prospectus regarding alcoholic drinks categories is derived from the independent market research carried out by Euromonitor International Limited ("Euromonitor"), and such information should not be relied upon in making, or refraining from making, any investment decision.

Whilst this section focuses on the sale of alcohol in the UK and Ireland, the Group's business extends beyond alcohol, with ownership of certain soft and non-alcoholic drink brands and through the Group's extensive distribution network it distributes significant quantities of third-party soft drinks.

In light of the profound impact of the COVID-19 pandemic on the global alcoholic drinks market, including in the UK and Ireland market, this section primarily includes industry and market information up to date as of calendar year 2019, which the Group believes is a better illustration of the underlying market trends in the UK and Ireland alcoholic drinks market than data from calendar year 2020, when the on-trade channel was mostly closed.

1. UNITED KINGDOM AND IRELAND ALCOHOLIC DRINKS MARKET

In 2019, the combined alcoholic drinks market in the UK and Ireland (collectively, "UK&I") was the largest in Europe by retail sales value ("RSV") (RSV data tracks the monetary value of products sold through retail channels, measured at retail selling prices; this includes the impact of wholesaler and distributor mark-ups, retailer mark-ups and taxes on the item's price and essentially reflects the price the consumer pays for the product in the store), totalling €69.1 billion in value and 7.9 billion litres in volume. (Source: Euromonitor). The UK has a mature alcoholic drinks industry, supported by a large adult population of approximately 44 million, where 82 per cent. are drinkers (Source: Health Survey for England 2018), along with a relatively high per capita spend on alcoholic drinks when compared to other European countries. Meanwhile Ireland has a much smaller adult population in comparison, at approximately 3.9 million, where 77 per cent. are drinkers (Source: Healthy Ireland Survey, Summary Report 2019, Government of Ireland). Historically, industry growth has been primarily driven by price/mix, as the combined UK&I markets saw 2.2 per cent. compound annual growth rate ("CAGR") in RSV between 2014 and 2019, compared to only 0.2 per cent. CAGR in volumes over the same period.

By product, beer and cider represented approximately 75.9 per cent. of total volumes in 2019 (a 0.3 per cent. increase from 2014), with spirits continuing to win share, constituting 5.1 per cent., at the detriment of wine, which represented 17.3 per cent. (a 1.0 per cent. decrease from 2014) and ready-to-drink beverages ("RTDs"), which represented 1.7 per cent. of total volumes (a 0.1 per cent. decrease from 2014). Echoing this, spirits registered the fastest growth over the same period in both volumes and value CAGR within the

Source: Euromonitor. Note: Countries selected include the top 14 countries in Europe by alcohol drinks per capita volumes based on Euromonitor data, and the United States.

alcoholic drinks category, at 3.8 per cent. and 5.4 per cent., respectively, while beer and cider only registered a 0.3 per cent. volume CAGR and a 1.7 per cent. value CAGR.

The outbreak of COVID-19 has had a profound impact on the global alcoholic drinks industry, including in the UK&I market. It is expected that sales of alcoholic drinks in the UK&I market will see a gradual recovery following a marked decline in 2020. According to Euromonitor forecasts as of 3 May 2021, it is estimated that sales of alcoholic drinks in the UK&I market will reach €76.9 billion in value in 2025, which reflects a six-year CAGR of 1.8 per cent., and 7.9 billion litres in volumes, which reflects a 0.1 per cent. increase.

2. UK&I BEER AND CIDER MARKET

(a) Industry Dynamics

In 2019, sales of beer in the UK totalled €24.8 billion in RSV and 4.6 billion litres in volumes, while sales of cider in the UK totalled €3.8 billion in RSV and 0.9 billion litres in volumes. In comparison, the sales in Ireland were much smaller, with €3.2 billion in RSV and 0.4 billion litres in volumes for beer and €0.4 billion in RSV and 0.07 billion litres in volumes for cider (Source: Euromonitor). In line with historical trends, it is expected that the market will see 1.7 per cent. RSV CAGR supported by a nearly flat volume CAGR at +0.1 per cent. between 2019 and 2025 across the UK&I beer and cider market (Source: Euromonitor).

By composition, consumer tastes in both the UK&I beer and cider markets are more skewed towards lager, with Irish drinkers generally favouring stout more than their UK counterparts. In 2019, UK volumes comprised of 61 per cent. lager, 16 per cent. cider, 16 per cent. ale, 4 per cent. stout and 2 per cent. other beer, including the "no-low" alcohol alternative. Comparatively, Ireland alcoholic volumes comprised of 56 per cent. lager, 24 per cent. stout, 14 per cent. cider, 5 per cent. ale and 1 per cent. other beer. In terms of supply, both the UK&I beer and cider markets are highly concentrated, where the top five players represented a 73 per cent. and 76 per cent. share of UK and Ireland market volumes in 2019, respectively (Source: Euromonitor). Private label penetration in beer and cider markets is low, representing 2 per cent. of 2019 UK volumes and 1 per cent. in value, which indicates consumers' preferences for branded alternatives.

2019 Volumes Brand Share in the UK&I Beer and Cider Markets (Source: Euromonitor)

Guinness
Heineken
Bulmers
Carlsberg
Budweiser
Smithwick's

Ireland ———————————————————–		UK ———————————————————–
Guinness17.3%		Carling	11.0%
Heineken	16.3%	Foster's	9.4%
Bulmers	8.4%	Stella Artois	7.4%
Carlsberg	7.5%	Budweiser	4.8%
Budweiser	4.8%	Carlsberg	4.4%
Smithwick's	3.1%	Guinness	3.5%

(b) Market Developments

Premiumisation

In the UK&I, premium brands continue to drive value growth as consumers trade up and seek products with more heritage, provenance, flavour and authenticity, while both the mid-priced and economy segments continue to decline. For the lager category specifically, the premium segment registered a 2.2 per cent. CAGR in volumes between 2014 and 2019, while the economy segment declined by 3.4 per cent. In terms of value, RSV for the premium segment registered a 2.8 per cent. CAGR over the same period and a decline of 1.1 per cent. for the economy segment. This suggests that consumers in the UK are drinking less, but spending more, on average. C&C's range of owned and agency brands includes key premium brands Five Lamps, Orchard Pig, Menabrea and Heverlee, among others (Source: Euromonitor; standard lager refers to all lager types, excluding flavoured or mixed lager, and is categorised primarily on price, but with consideration given to packaging and positioning).

Craft

After a period of double-digit growth in volumes between 2014 and 2016, UK&I craft beer sales are seeing a slowdown in volume growth, offset by better price/mix. According to the Society of Independent Brewers ("SIBA") in the UK, 2019 was a challenging year for small brewers, given an increasingly competitive environment on the back of continued economic uncertainty, coupled with aggressive marketing from "big beer" brands, increasing overheads and beer sales in the hospitality sector continuing to decline. However, craft still commands a premium, with value performing well despite volumes losses (Source: SIBA, The SIBA British Craft Beer Report (2020); in light of disparate views in relation to the categorization of "craft", a broad definition was applied to include beverage produced by small and independent producers, whereby "independent" limits the external ownership to 25 per cent., while the exact definition of "small" varies by market).

C&C has continually sought to refresh its portfolio of premium and craft brands, most recently announcing in January 2021 a new long-term partnership deal with Innis & Gunn, the number one craft beer in Scotland and a top three craft beer name in the UK.

Increasing focus on health and wellness

The systemic, broad-based generational shift towards health and wellness contributed to the growth of "no-low" and "free-from" beers, along with the emerging category of hard seltzers and beyond beer innovations. In 2019, "no-low" alcohol beers experienced a 28.8 per cent. year-on-year volume increase in the UK&I, as some consumers actively sought to moderate their alcohol consumption, while still enjoying the taste of an alcoholic beverage (Source: Euromonitor; non-alcoholic beer includes beer that has an ABV of 0.5 per cent. or below and low alcohol beer includes beer that has an ABV from 0.51 per cent. up to and including 3.5 per cent.). While this alcohol segment attracted much attention, it remained a small portion of overall sales, constituting 0.7 per cent. of UK&I beer volumes in 2019 (Source: Euromonitor). Similarly, along with an increasing number of consumers following a "free-from" diet, SIBA also recorded a significant rise in the volumes of gluten-free beer produced by their members in the UK and regarded it as a trend that is likely to grow over the next few years.

While the United States has seen exponential growth of the hard seltzer category since 2018, the category's success in Europe and the UK&I have yet to be proven, especially in a traditionally more fragmented, tonic-heavy market. Regardless, the UK&I market has seen numerous new entrants in the past two years, including both major brewers and beverage companies launching their own products, incumbent US hard seltzer players extending their reach and brewers establishing distribution agreements with smaller players. In line with this shift in consumer preferences, C&C recently developed Tennent's Light (Gluten Free and 3.5% ABV), Tennent's Zero, Bulmers Zero and also added hard seltzers to its portfolio.

Fragmentation and expanding consumer repertoires

The past decade has seen a proliferation in beverage types, partly buoyed by the abundance of information outlets which disrupted traditional advertising channels. According to a CGA study on the UK market commissioned by Diageo, consumers currently have an average repertoire of 5.5 brands within alcoholic beverages, as the lines between traditional categories become blurred which gave rise to new beverage types. For example, "speers" (spirit flavoured beer), "spiders" (spirit flavoured cider), lower ABV flavoured gin liqueurs and the increasing popularity of premium drinks mixers (Source: Diageo 2019 Drinks Report). In 2019, a study by CGA found that almost 2,000 new beer and cider brands entered the UK market between 2016 and 2019 (Source: Diageo 2019 Drinks Report; CGA OPMS MAT 23 February 2019). In addition, a Kantar Omnibus TNS Survey as of September 2017 also predicted that 7.5 million beer drinkers in the UK were interested in drinking craft beer but were not doing so regularly (Source: Diageo 2019 Drinks Report). Combined, this suggests consumers are increasingly willing to try new beverages. In the face of consumers' expanding repertoires, some alcoholic beverage producers have also moved into categories beyond beer, for example, cannabis-infused beverages, seltzer with probiotics and energy and wellness drinks. C&C offers a wide range of brands and products, together with an owned and managed distribution network and manufacturing capabilities and is therefore well positioned to address the aforementioned consumer trends.

(c) Regulatory changes

Minimum Unit Pricing (MUP)

In recent years, the UK government has introduced several measures to counter alcohol abuse. The first came in the form of a ban on selling alcohol below the level of alcohol duty plus VAT, which was put in place in May 2014. Then, in the 2017 spring budget, the government laid out its intention to increase alcohol duty in line with inflation, which the British Beer & Pub Association estimated would cost pubs approximately £125 million a year. (Source: IBIS, Alcoholic Beverage Wholesaling in the UK (2020)). While such duties were frozen in 2018 to maintain demand and protect the hospitality sector from increased costs, the wine segment did not receive the benefit and duties rose in line with inflation in February 2019. In addition, the government has also proposed a minimum unit pricing ("MUP") rule, which sets a floor price per unit of alcohol, below which it would be illegal to sell. Thus far, the MUP rule has only been introduced in Scotland (May 2018) and Wales (March 2020), where a minimum price of 50 pence per unit of alcohol has been set. As of March 2020, the UK Government said it had "no plans for the introduction of MUP in England", but would continue to monitor the progress in Scotland and its impact. Of note, the legislation in Scotland also contained a "sunset clause" which would require the Scottish Parliament to vote again on the continuation of MUP by 2024. C&C was a very early supporter of this legislation in Scotland.

In Ireland, MUP was recommended for consideration in the 2015 Public Health (Alcohol) Bill, a bill which aimed to reduce alcohol consumption in the Irish population. Following promising results from the implementation of MUP in Scotland, the Irish Minister of Health announced in June 2019 that Ireland would move swiftly towards the introduction of MUP within a year. In July 2020, relevant authorities committed to hold a public consultation on MUP for alcohol within the next year. It has been expected that implementation in the Republic of Ireland by the Irish Government would be tied to contemporaneous implementation of MUP in Northern Ireland. However, the Irish Minister of State with responsibility for Public Health, Well Being and National Drugs Strategy is targeting for MUP to be implemented in the Republic of Ireland by the end of 2021, while the Northern Ireland health minister has stated that MUP is not expected to be introduced until 2023 at the earliest.

Other restrictions have recently been implemented in Ireland under the Public Health (Alcohol) Act 2018, most notably, banning the inclusion of alcohol in multi buy deals in supermarkets and awarding loyalty points for alcoholic purchases.

Deposit Return Scheme

In May 2020, the Scottish Parliament was the first in the UK to vote in favour of a deposit return scheme, which is currently intended to come into force across Scotland on 1 July 2022. Under the Scheme, producers will add a 20 pence fee to prices charged to wholesalers, which will then be passed on to retailers and end consumers when they purchase beverages in "single-use" containers (which includes both soft and alcoholic drinks that come in PET plastic, metal and glass; from 50 ml to 3 litres). Consumers will be reimbursed the 20 pence deposit if they choose to return the container to any retailer that sells drinks under the scheme in the off-trade. The retailer will then be reimbursed by the scheme administrator, who collects the plastics, who in turn, will be reimbursed by alcohol producers, where the cycle first began.

Brexit

On 31 January 2020, the UK formally left the European Union ("Brexit"). On 30 December 2020, the UK and the European Union signed a trade and cooperation agreement (the "Trade and Cooperation Agreement"), which entered into force on 1 May 2021, having been provisionally applied since 1 January 2021, and provides for, among other things, zero-rate tariffs and zero quotas on the movement of goods between the UK and the European Union. The long-term effects of Brexit will depend on the implementation of the Trade and Cooperation Agreement and any future agreements (or lack thereof) between the UK and the European Union and, in particular, any potential changes in the arrangements for the UK to retain access to EU markets. For further details on Brexit, see the section headed "Risk Factors".

3. UK&I ON-TRADE & OFF-TRADE CHANNELS

The on-trade channel refers to the hospitality sector where drinks are bought and consumed on-site, including bars, restaurants, hotels, or any licensed premises, while the off-trade channel refers to sites where drinks can be bought and consumed elsewhere, such as supermarkets, independent retailers, convenience stores, online channels. Across the UK&I, an increasing number of consumers have shifted their alcohol consumption from on-trade to off-trade channels. In 2005, the on-trade channel represented 65 per cent. of the UK&I alcoholic drinks market value, while in 2019, the percentage was 55 per cent. Given the closure of the hospitality sector and increased at-home drinking occasions, the COVID-19 pandemic has led to a temporary shift in consumer behaviour from on-trade to off-trade alcohol consumption (Source: Euromonitor).

(a) On-trade

The on-trade alcoholic drinks channel had retail sales of €34.3 billion in the UK and €4.0 billion in Ireland in 2019, with 1.7 per cent. and 2.4 per cent. year-on-year growth, respectively. This section will focus on the UK on-trade alcoholic drinks channel given its relative size to the Irish channel.

Within the UK, Britain alone hosts approximately 116,000 licensed premises as of December 2019, of which approximately 75,000 sites were independent (65 per cent.), approximately 21,000 managed (18 per cent.) and approximately 19,000 leased (17 per cent.). While the overall number of licensed premises in Great Britain continues to fall, the pace of closures is slowing. The number of sites at year-end in 2019 was 6.3 per cent. lower than the comparative number in 2014, and only 1.8 per cent. lower than in 2018 (Source: CGA AlixPartners Market Growth Monitor (March 2020)).

In fact, the UK pub sector saw an unprecedented level of consolidation prior to the pandemic, with chartered accountancy firm, Gerald Edelman, estimating over 180 M&A deals took place in the sector during 2018 and 2019. Recent transactions in the sector include the multi-billion acquisitions of Greene King by CKA and of Ei Group by Stonegate. The COVID-19 outbreak has further accelerated this trend, with financially stronger businesses partnering with struggling rivals (for example, Marston's taking over the operations of Brain's 156 pubs in Wales). In addition, the sector is also attracting sponsor interests, with an example being Platinum Equity's unsolicited proposal to Marston's in 2021, which was later withdrawn (Source: Platinum Equity Company Website).

2020 proved to be a challenging year for on-trade operators as the hospitality sector in the UK was fully shut from 20 March until 4 July 2020, followed by limitations in terms of hours of operation, capacity allowed and subsequent regional and national lockdowns. Based on Euromonitor estimates, sales in the UK&I on-trade channel declined 42 per cent. year-on-year (Source: Euromonitor). Looking ahead, much has yet to be seen regarding the recovery of the channel, including the speed at which government restrictions are eased across regions, as well as consumers' confidence and speed in returning to the on-trade.

On-trade is the higher value channel and therefore represents a deeper profit pool than the off-trade for brand owners. Average retail price per litre (ppl) for beer in the UK&I in 2019 is €7.61 in the on-trade and €3.72 in the off-trade (Source: Euromonitor).

(b) Off-trade

In 2019, the UK off-trade channel had retail sales of €28.6 billion (up 2.7 per cent. year-on-year), led by hypermarkets (defined as retail outlets with a selling space of over 2,500 square metres and with a primary focus on selling food, beverages, tobacco and other groceries) (37 per cent. market share), supermarkets (defined as retail outlets selling groceries with a selling space of between 400 and 2,500 square metres) (21 per cent.), online (9 per cent.), convenience stores (7 per cent.), discounters (7 per cent.) and others (19 per cent.). Meanwhile, the Irish off-trade channel amounted to €2.2 billion in 2019 (up 3.7 per cent. year-on-year) and is characterised by a different mix of players, with supermarkets representing the go-to channel for local consumers (39 per cent.), followed by food/drink/tobacco specialists (20 per cent.), discounters (18 per cent.), convenience stores (12 per cent.), online (5 per cent.) and others (5 per cent.). In comparison to the UK, hypermarkets played a much smaller role in Ireland with only 0.6 per cent., given consumers' preference for smaller in-town retail formats (Source: Euromonitor).

Given the closure of the on-trade in the UK&I, there has been a temporary shift from on-trade to offtrade as the channel for alcohol purchases over the past year. In 2020, the off-trade channel saw a 10.2 per cent. year-on-year growth, as consumers were only able to access alcohol through retailers, which remained open throughout lockdowns (Source: Euromonitor). The increase in off-trade sales in 2020 was observed across all alcoholic categories, with beer and RTDs seeing the fastest year-on-year growth between 2019 and 2020.

UK&I Off-Trade RSV	2018–2019	2019–2020
	—————— —————— change (per cent.)
Beer	3.8	14.5
Cider/Perry	(1.4)	6.7
RTDs	14.7	22.5
Spirits	5.4	9.2
Wine	0.4	6.8

In addition, due to the "stay at home" order for the population, e-commerce also became a key priority for many companies, including alcoholic beverage manufacturers, who either directly or through acquisitions and partnerships, invested in platforms that offer direct-to-consumer services, drive consumer engagement, or gather data on purchasing patterns.

4. UK&I ALCOHOLIC DRINKS WHOLESALE AND DISTRIBUTION

This section will focus on examining the wholesale and distribution of alcoholic drinks in the UK, given the overall size of the alcoholic drinks industry is much larger than the Ireland market. C&C's business, Matthew Clark and Bibendum, operates in the alcoholic drinks distribution sector in the UK.

Overview

In 2019, the UK alcoholic drinks wholesale and distribution sector was estimated to be £12.7 billion, a 2 per cent. decrease from the prior year (Source: IBISWorld, Alcoholic Beverage Wholesaling in the UK, July 2020). Operating conditions in the sector had been challenging, given lacklustre downstream demand (nearly flat alcoholic drinks volumes growth) coupled with a gradual shift towards off-trade purchases where retailers purchase stock directly from producers. 2020 was a particularly tough year for the sector as the pandemic magnified the ongoing challenges. On one hand, both volumes and value decreased year-on-year in the UK&I alcoholic drinks market; on the other, there is a significant shift towards the off-trade given limitations placed on the hospitality sector. As a result, some distributors to the on-trade have secured business loans or cash injections to manage their balance sheet position.

(a) Competitive Landscape

The alcoholic drinks wholesale and distribution industry is composed of cash and carry wholesalers, wholesale distributors (the segment where the Group's distribution business Matthew Clark and Bibendum operates) and third-party logistics only providers such as DHL Trade Team and KNDL. Within the alcoholic drinks distribution sector, a number of global alcohol producers possess in-house wholesale capabilities and distribute their brands directly (such as Heineken and Molson Coors). Excluding these multinational companies that have a clear bias towards their own brands, Matthew Clark and Bibendum is the number one operator in the segment and a key route-to-market for both local and international beverage companies (such as Diageo, AB InBev and Accolade). The rest of the segment is relatively fragmented, with many small businesses operating at the regional level servicing more niche customer bases.

In the UK, other on-trade distributors include LWC, Enotria & Coe and Venus Wines & Spirits Merchants. The revenue of all three of these competitors combined is estimated to be approximately 60 per cent. of Matthew Clark and Bibendum's. In Ireland, there have been three main national ontrade distributors in operation in recent years, namely Bulmers Ireland, Heineken-owned Comans and Britvic-owned Counterpoint. In February 2020, Britvic announced the closure of its Counterpoint operations in Ireland.

(b) Outlook around key industry drivers

Acting as an intermediary between alcohol producers and vendors, companies in the alcoholic drinks wholesale and distribution markets are sensitive to changes that affect both their immediate buyers, as well as the end consumers. Ultimately, downstream demand is dependent on the level of alcohol consumed by the general population. Some external drivers that affect the industry include:

• Demand from pubs and bars: The hospitality sector is one of the industry's core customers, especially when supermarkets increasingly buy products directly from alcoholic producers. However, demand from pubs and bars in 2021 will likely remain subdued due to government restrictions, and possibly with lower consumer confidence in general, potentially limiting discretionary spending. According to CGA, the COVID-19 pandemic resulted in a net closure of approximately 8,000 on-licensed premises in Great Britain in 2020, which represented a 6.8 per cent. decline year-on-year, more than 2.5 times the number observed in 2019 (Source: CGA AlixPartners Market Growth Monitor (March 2020)).
• Availability of credit: Credit insurers and insurance is likely to be an important factor for the industry as suppliers, distributors and customers ensure that working capital cycles remain as efficient as possible. Good credit ratings and payment history are likely to be given greater consideration in future.
• Alcohol consumption per capita: The quantity of alcohol consumed per capita influences demand for industry wholesalers, irrespective of distribution channels. Price/mix has been the driver of market growth in recent years as volumes remain nearly flat year-on-year. Depending on the severity of the impact from COVID-19, consumption per capita is likely to decline in the near term.
• Real household disposable income: Generally, falling disposable income translates into weaker alcoholic beverages sales, especially in the on-trade. This may become a key challenge for the sector if unemployment rates are sustained at elevated levels following the pandemic.
• Consumer confidence index: Spending on alcohol tends to increase when consumer confidence is high. Given the continued uncertainty around the pandemic, consumer confidence is likely to remain low in the near term.
• Health consciousness: The outbreak of COVID-19 prompted an elevated level of scrutiny on cleanliness and overall health. Over the past few years, a focus on health and wellness has led to many innovative products, including "no-low" beverages, hard seltzers and other fizzy ready to drink beverages. As the alcohol industry continues to evolve, the product mix carried by wholesalers may also shift in the long run.

• Consolidation and third-party logistics provider solutions: Deals such as the formation of a joint venture by Marston's and Carlsberg in May 2020 provide an example of recent industry consolidation. Consolidation could have a material impact on the role of the two main thirdparty logistics providers in the market and put further downward pressure on their margins as well as reduce the scale of their operations in the UK. In Ireland, Britvic announced their plans to shut down their on-trade distribution business, Counterpoint, in February 2021.

5. NEAR-TERM IMPLICATIONS OF THE COVID-19 PANDEMIC

The outbreak of COVID-19 has had a profound impact on the UK&I alcoholic drinks industry. Given a phased re-opening of the on-trade and restrictions on social gatherings, the sector is not expected to recover to 2019 levels in terms of market value until 2025, with the recovery of volume sales taking even longer (Source: Euromonitor). Looking ahead, C&C expects the following trends to continue to play out in the UK&I alcoholic drinks sector.

Continued focus on health and wellness

The industry has seen a number of innovations in recent years, from "no-low" and "free-from" beverages, to hard seltzers and fizzy ready-to-drink beverages. In the face of a global pandemic, consumers across age groups are generally more health conscious. Coupled with a general decline in the number of on-trade venues, a further moderation in alcohol consumption is expected as consumers adapt their drinking habits.

Continuation of premiumisation

Premiumisation has been a key driver of growth in the alcoholic drinks industry for decades, and despite the risk of a pandemic-led recession, C&C expects this trend to continue. This view is supported by both the impact already observed following the implementation of MUP in Scotland and a belief that a large cohort of consumers will place an even greater emphasis on treating themselves and socialising after the pandemic.

Further growth in e-commerce

In 2019, e-commerce had already made strong gains in the UK&I, registering 3.5 per cent. volume CAGR (4.2 per cent. value CAGR) between 2014 and 2019 (Source: Euromonitor). Following the outbreak of COVID-19, online alcohol purchases had accelerated as consumers opted to minimise social contact. Based on a survey conducted by data consultancy CGA which tracked the behaviour of more than 10,000 people over six months, 28 per cent. of on-trade consumers had bought alcohol online in December 2020, a 3 per cent. increase since August. Of these, three in ten were new online purchasers (Source: CGA, COVID-19 restrictions power growth in drinks e-commerce (February 2021)). These datapoints show that the online channel is gaining popularity in the alcoholic drinks sector.

Resurgence of big brands

In recent years, small brands have been the largest contributor to growth in the consumer and packaged food industry (Source: Kantar, How to win the retailer SKU rationalisation (February 2021)). However, in the face of exceptionally high consumer demand in the first months of lockdown, retailers sought to reduce instore SKUs in an attempt to simplify operations and ensure certainty of supply. On the demand side, many consumers also limited their time spent grocery shopping, which may have benefited big brands, as consumers instinctively pick out brands which they are familiar with without browsing around. As the situation continues to normalise, research published by McKinsey & Company in December 2020 suggests that consumers' interest in small brands and additional choice may be returning (Source: McKinsey & Company, How European shoppers will buy groceries in the next normal (December 2020)).

Private label

Prior to the pandemic, private label penetration in the UK beer and cider market was limited and almost exclusively off-trade focused. The introduction of MUP in Scotland had negatively impacted private label volumes as consumers traded up and the subsequent introduction of the rule in Wales was expected to further drive volume contraction in the segment.

Sustainability

The COVID-19 pandemic has shifted consumers' perception of what constitutes "sustainability", with an increasing focus on employee welfare and social governance in addition to environmental footprint. As consumers look to make more informed purchases, sustainability will remain a focus, with more consumers examining product origin and formulation to improve transparency along the supply chain. C&C has recently invested in "out of plastics" initiatives, among others (such as CO2 recovery and wastewater treatment) to further re-enforce its sustainability credentials.

PART VI

HISTORICAL FINANCIAL INFORMATION

Historical financial information

The following documents, which are available for inspection in accordance with paragraph 26 of Part XI (Additional Information) of this Prospectus, contain historical financial information which is required to be included in this Prospectus pursuant to the Prospectus Regulation Rules:

• the Group's Annual Report and Financial Statements for the year ended 28 February 2021 (the "2021 Annual Report");
• the Group's Annual Report and Financial Statements for the year ended 29 February 2020 (the "2020 Annual Report"); and
• the Group's Annual Report and Financial Statements for the year ended 28 February 2019 (the "2019 Annual Report").

Information incorporated by reference

The tables below set out the various sections of the documents referred to above which are incorporated by reference into this Prospectus so as to provide certain historical financial information required pursuant to the Prospectus Regulation Rules. Only the parts of the documents identified in the tables below and elsewhere are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not considered relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus.

For the financial year ended 28 February 2021

Information incorporated by reference into this Prospectus	Reference document –––––––––––––––––––– ––––––––––––	Page number in reference document
Independent Auditor's Report to the Members of
C&C Group plc	2021 Annual Report	134 – 143
Consolidated Income Statement	2021 Annual Report	144
Consolidated Statement of Comprehensive Income	2021 Annual Report	145
Consolidated Balance Sheet	2021 Annual Report	146
Consolidated Cash Flow Statement	2021 Annual Report	147
Consolidated Statement of Changes in Equity	2021 Annual Report	148
Company Balance Sheet	2021 Annual Report	149
Company Statement of Changes in Equity	2021 Annual Report	150
Statement of Accounting Policies	2021 Annual Report	151 – 166
Notes forming part of the financial statements	2021 Annual Report	167 – 235
The 2021 Annual Report can be viewed on https://www.candcgroupplc.com/investors/financial-reports/.	the Group's	website at

For the financial year ended 29 February 2020

Information incorporated by reference into this Prospectus	Reference document –––––––––––––––––––– ––––––––––––	Page number in reference document
Independent Auditor's Report to the Members of
C&C Group plc	2020 Annual Report	94 – 103
Consolidated Income Statement	2020 Annual Report	104
Consolidated Statement of Comprehensive Income	2020 Annual Report	105
Consolidated Balance Sheet	2020 Annual Report	106
Consolidated Cash Flow Statement	2020 Annual Report	107
Consolidated Statement of Changes in Equity	2020 Annual Report	108
Company Balance Sheet	2020 Annual Report	109
Company Statement of Changes in Equity	2020 Annual Report	110
Statement of Accounting Policies	2020 Annual Report	111 – 125
Notes forming part of the financial statements	2020 Annual Report	126 – 195
The 2020 Annual Report can be viewed on	the Group's	website at

https://www.candcgroupplc.com/investors/financial-reports/.

For the financial year ended 28 February 2019

Information incorporated by reference into this Prospectus	Reference document –––––––––––––––––––– ––––––––––––	Page number in reference document
Independent Auditor's Report to the Members of
C&C Group plc	2019 Annual Report	76 – 85
Consolidated Income Statement	2019 Annual Report	86
Consolidated Statement of Comprehensive Income	2019 Annual Report	87
Consolidated Balance Sheet	2019 Annual Report	88
Consolidated Cash Flow Statement	2019 Annual Report	89
Consolidated Statement of Changes in Equity	2019 Annual Report	90
Company Balance Sheet	2019 Annual Report	91
Company Statement of Changes in Equity	2019 Annual Report	92
Statement of Accounting Policies	2019 Annual Report	93 – 105
Notes forming part of the financial statements	2019 Annual Report	106 – 174
The 2019 Annual Report can be viewed on https://www.candcgroupplc.com/investors/financial-reports/.	the Group's	website at

PART VII

SELECTED FINANCIAL INFORMATION

The following tables set forth selected financial information from the Group's audited consolidated financial statements for the periods and dates indicated. This information is only a summary and should be read in conjunction with the financial statements of the Group as well as "Risk Factors", Part VI (Historical Financial Information) and Part VIII (Operating and Financial Review) appearing elsewhere in this Prospectus.

The selected historical financial information in relation to the Company referred to in this Part VII has, unless otherwise stated, been extracted without material adjustment from the 2019 Annual Report, the 2020 Annual Report and/or the 2021 Annual Report.

Consolidated Income Statement

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Revenue	1,022.8	(€ millions) 2,145.5 ––––––––– ––––––––– –––––––––	1,997.3
Excise duties	(285.9)	(426.2) ––––––––– ––––––––– –––––––––	(422.4)
Net revenue	736.9	1,719.3	1,574.9
Operating costs before exceptional items	(796.5)	––––––––– ––––––––– ––––––––– (1,598.5) ––––––––– ––––––––– –––––––––	(1,470.4)
Group operating (loss)/profit before exceptional items	(59.6)	120.8 ––––––––– ––––––––– –––––––––	104.5
Exceptional operating costs	(25.2)	(91.0) ––––––––– ––––––––– –––––––––	(7.8)
Group operating (loss)/profit including exceptional items	(84.8)	29.8 ––––––––– ––––––––– –––––––––	96.7
Profit on disposal Finance income Finance expense before exceptional items	5.8 – (19.5)	0.9 0.5 (20.3)	– 0.1 (15.7)
Exceptional finance expense Share of equity accounted investments' (loss)/profit after tax before exceptional items Share of equity accounted investments' loss after tax exceptional items	(7.9) (6.1) (8.8)	– 3.1 (2.4)	– 4.0 (3.3)
(Loss)/profit before tax	(121.3)	––––––––– ––––––––– ––––––––– 11.6	81.8
Income tax credit/(expense) before exceptional items Income tax credit exceptional items	14.4 2.4	––––––––– ––––––––– ––––––––– (12.3) 9.8	(10.8) 1.1
Group (loss)/profit for the financial year	(104.5)	––––––––– ––––––––– ––––––––– 9.1	72.1

––––––––– ––––––––– –––––––––

Consolidated Balance Sheet		As at
	28 February 2021 ––––––––––––	–––––––––––––––––––––––––––––––––––––––– 29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
		(€ millions)
ASSETS Non-current assets
Property, plant and equipment	204.0	223.4	144.5
Goodwill and intangible assets	646.0	652.9	683.7
Equity accounted investments/financial assets	63.1	83.9	71.4
Retirement benefits	10.4	8.8	9.0
Deferred tax assets	24.6	11.9	4.0
Trade and other receivables	41.8	25.8 ––––––––– ––––––––– –––––––––	25.7
	989.9	1,006.7 ––––––––– ––––––––– –––––––––	938.3
Current assets
Inventories	121.3	145.8	184.1
Trade and other receivables	102.8	166.0	162.6
Cash	107.7	123.4	144.4
Assets held for sale	13.9	– ––––––––– ––––––––– –––––––––	–
	345.7	435.2	491.1
TOTAL ASSETS	1,335.6	––––––––– ––––––––– ––––––––– 1,441.9	1,429.4
EQUITY		––––––––– ––––––––– –––––––––
Capital and reserves
Equity share capital	3.2	3.2	3.2
Share premium	171.3	171.0	152.6
Treasury shares	(36.5)	(36.6)	(37.1)
Other reserves	83.1	102.4	96.4
Retained income	225.0	315.4	383.7
Equity attributable to equity holders of the parent	446.1	––––––––– ––––––––– ––––––––– 555.4	598.8
Non-controlling interests	–	–	(0.8)
Total Equity	446.1	––––––––– ––––––––– ––––––––– 555.4	598.0
LIABILITIES		––––––––– ––––––––– –––––––––
Non-current liabilities
Lease liabilities	60.7	74.4	–
Interest bearing loans and borrowings	420.3	323.8	390.8
Retirement benefits	5.5	16.7	12.2
Provisions	6.5	5.1	11.1
Deferred tax liabilities	17.3	16.5	16.9
	510.3	––––––––– ––––––––– ––––––––– 436.5	431.0
Current liabilities		––––––––– ––––––––– –––––––––
Lease liabilities	18.9	18.9	–
Derivative financial liabilities	–	0.3	2.0
Trade and other payables	296.2	390.7	336.3
Interest bearing loans and borrowings	49.7	33.2	55.2
Provisions	6.2	4.1	4.6
Current income tax liabilities	5.8	2.8	2.3
Liabilities directly associated with assets held for sale	2.4	–	–
	379.2	––––––––– ––––––––– ––––––––– 450.0	400.4
Total liabilities	889.5	––––––––– ––––––––– ––––––––– 886.5	831.4
		––––––––– ––––––––– –––––––––
TOTAL EQUITY AND LIABILITIES	1,335.6	1,441.9	1,429.4

––––––––– ––––––––– –––––––––

Consolidated Cash Flow Statement	Financial year ended
	28 February 2021	–––––––––––––––––––––––––––––––––––––––– 29 February 2020	28 February 2019
CASH FLOWS FROM OPERATING ACTIVITIES	––––––––––––	–––––––––––– (€ millions)	––––––––––––
Group (loss)/profit for the financial year	(104.5)	9.1	72.1
Finance income	–	(0.5)	(0.1)
Finance expense	27.4	20.3	15.7
Income tax (credit)/expense	(16.8)	2.5	9.7
Loss/(profit) on share of equity accounted investments	14.9	(0.7)	(0.7)
Impairment of intangible asset	0.3	36.6	–
Impairment of equity accounted investments	9.1	–	–
Impairment of property, plant and equipment	1.2	1.0	0.4
Depreciation of property, plant and equipment	28.2	30.3	13.1
Amortisation of intangible assets	2.6	2.5	2.4
Profit on disposal	(5.8)	(0.9)	–
Net profit on disposal of property, plant and equipment	(0.4)	(0.2)	(0.1)
Charge for equity settled share-based payments	0.8	2.5	1.9
Pension contributions: adjustment from charge to payment	0.5	0.3 ––––––––– ––––––––– –––––––––	0.7
	(42.5)	102.8	115.1
Decrease/(increase) in inventories	18.2	38.6	(34.2)
Decrease/(increase) in trade and other receivables	39.6	(4.8)	137.2
(Decrease)/increase in trade and other payables	(97.2)	51.9	(81.8)
Increase/(decrease) in provisions	3.5	1.9	(2.2)
	(78.4)	––––––––– ––––––––– ––––––––– 190.4	134.1
Interest received	–	0.5	0.1
Interest and similar costs paid	(23.4)	(17.9)	(12.6)
Income taxes refunded/(paid)	7.2	(8.0)	(8.6)
Net cash (outflow)/inflow from operating activities	(94.6)	––––––––– ––––––––– ––––––––– 165.0 ––––––––– ––––––––– –––––––––	113.0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(8.4)	(15.3)	(19.0)
Purchase of intangible assets	(1.6)	(4.5)	(3.1)
Net proceeds on disposal of property, plant and equipment	1.0	0.4	0.1
Proceeds from sale of equity accounted investment	–	6.1	–
Sale of business	6.7	(1.0)	–
Cash outflow re acquisition of equity accounted investments/
financial assets	(6.9)	(11.2)	–
Net cash outflow from investing activities	(9.2)	––––––––– ––––––––– ––––––––– (25.5)	(22.0)
CASH FLOWS FROM FINANCING ACTIVITIES		––––––––– ––––––––– –––––––––
Proceeds from exercise of share options/equity interests	0.3	0.9	0.2
Drawdown of debt	570.9	192.6	736.0
Repayment of debt	(464.0)	(280.7)	(786.2)
Payment of lease liabilities	(19.0)	(18.6)	–
Payment of issue costs	(1.4)	(0.5)	(5.0)
Shares purchased to satisfy share option entitlements	–	(0.5)	(0.2)
Shared purchased under share buyback programme	–	(23.0)	(1.9)
Dividends paid	(0.4)	(29.7) ––––––––– ––––––––– –––––––––	(36.0)
Net cash inflow/(outflow) from financing activities	86.4	(159.5) ––––––––– ––––––––– –––––––––	(93.1)
Decrease in cash Reconciliation of opening to closing cash	(17.4)	(20.0)	(2.1)
Cash at beginning of year	123.4	144.4	145.5
Translation adjustment	1.7	(1.0)	1.0
Net decrease in cash	(17.4)	(20.0)	(2.1)
Cash at end of financial year	107.7	––––––––– ––––––––– ––––––––– 123.4	144.4

––––––––– ––––––––– –––––––––

Other Financial and Operating Data

Management uses the following metrics, including certain non-IFRS financial measures that are alternative performance measures ("APMs"), which it believes provide an understanding of Group's underlying performance drivers. These metrics are referred to as key performance indicators ("KPIs"). The KPIs described below are not measures of financial performance under generally accepted accounting principles and should not be considered in isolation or as an alternative to the results of the Group reported under IFRS. For more information on certain of these KPIs that are APMs, see "Important Information—Certain non-IFRS measures" of this Prospectus for more information.

	As at and for the financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Net revenue (€ millions)(1)	736.9	1,719.3	1,574.9
Adjusted EBITDA (€ millions)(2)	(28.8)	153.6	120.0
Adjusted EBITDA (excluding leases) (€ millions)(3)	(49.9)	131.9	120.0
Operating (loss)/profit before exceptional items (€ millions)(4) .	(59.6)	120.8	104.5
Operating margin before exceptional items (per cent.)(5) .	(8.1)	7.0	6.6
Basic (loss)/earnings per share (€ cent)(6)	(33.8)	2.9	23.4
Adjusted diluted (loss)/earnings per share (€ cent)(7)	(22.9)	29.6	26.6
Exceptional items after tax (€ millions)(8) .	(33.7)	(82.7)	(10.0)
Dividend per share (€ cent)(9)	–	5.5	15.3
Dividend payout ratio (per cent.)(10)	–	18.6	57.6
Free cash flow (€ millions)(11)	(103.6)	145.6	91.0
Free cash flow (excluding exceptional cash outflow)
(€ millions)(11)	(91.2)	155.1	96.9
Free cash flow conversion ratio (per cent.)(12)	–	94.8	75.8
Free cash flow (excluding exceptional cash outflow)
conversion ratio (per cent.)(13) .	–	101.0	80.8
Gross debt (excluding leases) (€ millions)(14)	470.0	357.0	446.0
Net debt (€ millions)(15)	441.9	326.9	301.6
Net debt (excluding leases) (€ millions)(16) .	362.3	233.6	301.6
Net debt/Adjusted EBITDA (multiple)(17) .	(15.34x)	2.13x	2.51x
Net interest expense (€ millions)(18)	(22.9)	(14.9)	(14.5)
Interest Cover Ratio (multiple)(19)	(2.18x)	8.85x	8.28x
Leverage Ratio (multiple)(20)	–	1.77x	2.51x
Liquidity (€ millions)(21)	314.6	335.3	322.9
CO2 emissions (tonnes)(22) .	26,865	32,729	38,092
Waste sent to landfill (tonnes)(23)	0	0	0
Workplace safety accident rate (per 100,000 hours)(24)	0.54	0.52	1.02

^{(1) &}quot;Net revenue" is defined by the Group as revenue less excise duty. The duty number disclosed represents the cash cost of duty paid on the Group's products. Where goods are bought duty paid and subsequently sold, the duty element is not included in the duty line but within the cost of goods sold. Net revenue therefore excludes duty relating to the brewing and packaging of certain products. Excise duties, which represent a significant proportion of revenue, are set by external regulators over which the Group has no control and are generally passed on to the consumer.

^{(2) &}quot;Adjusted EBITDA" represents (loss)/earnings before interest, tax, depreciation and amortisation charges excluding the Group's share of equity accounted investments' (loss)/profit after tax and excluding exceptional items. The following table reconciles operating (loss)/profit including exceptional items to Adjusted EBITDA for the periods indicated.

28 February 2021 –––––––––––– (84.8)	–––––––––––––––––––––––––––––––––––––––– 29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
	29.8 ––––––––– ––––––––– –––––––––	96.7
4.6	47.6	–
–	34.2	–
9.1	–	–
–	4.4	–
8.1	3.0	5.3
1.2	1.0	0.4
–	0.2	2.1
2.2	0.6	–
(59.6)	120.8	104.5
28.2	30.3	13.1
2.6	2.5	2.4
(28.8)	153.6	120.0
		––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

(a) See "exceptional items" below for additional information on operating costs considered exceptional items.

(3) "Adjusted EBITDA (excluding leases)" represents Adjusted EBITDA calculated excluding the impact of IFRS 16, which is reconciled to the Group's operating (loss)/profit in the table below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Group operating (loss)/profit	(84.8)	29.8	96.7
IFRS 16 Leases	(3.5)	(4.4)	–
Exceptional operating costs	25.2	91.0 ––––––––– ––––––––– –––––––––	7.8
Operating (loss)/profit before exceptional items (excluding leases)	(63.1)	116.4	104.5
Amortisation and depreciation charge	13.2	––––––––– ––––––––– ––––––––– 15.5	15.5
Adjusted EBITDA (excluding leases)	(49.9)	––––––––– ––––––––– ––––––––– 131.9	120.0
		––––––––– ––––––––– –––––––––

(4) "Operating (loss)/profit before exceptional items" represents the Group's operating (loss)/profit for the period as adjusted for exceptional operating costs, as shown in the following table.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Group operating (loss)/profit	–––––––––––– (84.8)	–––––––––––– 29.8 ––––––––– ––––––––– –––––––––	–––––––––––– 96.7
Exceptional operating costs(a)
COVID-19	4.6	47.6	–
Impairment of intangible assets	–	34.2	–
Impairment of equity accounted investment	9.1	–	–
Contract termination	–	4.4	–
Restructuring costs	8.1	3.0	5.3
Impairment of property, plant and equipment	1.2	1.0	0.4
Acquisition related expenditure	–	0.2	2.1
Other	2.2	0.6 ––––––––– ––––––––– –––––––––	–
Operating (loss)/profit before exceptional items	(59.6)	120.8	104.5
		––––––––– ––––––––– –––––––––

(a) See "exceptional items" below for additional information on operating costs considered exceptional items.

(5) "Operating margin before exceptional items" is operating (loss)/profit before exceptional items as a percentage of net revenue.

(6) "Basic (loss)/earnings per share" is calculated by dividing the (loss)/profit attributable to the equity holders of the parent by the weighted average number of Ordinary Shares in issue during the year, excluding Ordinary Shares purchased/issued by the Company and accounted for as Treasury Shares.

The calculation of (loss)/profit attributable to the equity holders of the parent is set forth in the table below.

29 February	–––––––––––––––––––––––––––––––––––––––– 28 February
2020	2019 ––––––––––––
9.1	72.1
–	0.2
9.1	72.3
	–––––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

The weighted average number of Ordinary Shares in issue during the financial year ended 28 February 2021 (excluding 10.8 million Treasury Shares) was 309.2 million, the weighted average number of Ordinary Shares in issue during the financial year ended 29 February 2020 (excluding 10.8 million Treasury Shares) was 308.9 million and the weighted average number of Ordinary Shares in issue during the financial year ended 28 February 2019 (excluding 10.9 million Treasury Shares) was 308.5 million.

(7) "Adjusted diluted (loss)/earnings per share" attributable (loss)/earnings before exceptional items divided by the average number of shares in issue as adjusted for the dilutive impact of equity share awards.

The calculation of (loss)/earnings as adjusted for exceptional items, net of tax and non-controlling interest is set forth in the table below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Group (loss)/profit attributable to equity holders of the parent Adjustment for exceptional items, net of tax (a) .	(104.5) 33.7	9.1 82.7	72.3 10.0
(Loss)/earnings as adjusted for exceptional items, net of tax and non-controlling interest	(70.8)	––––––––– ––––––––– ––––––––– 91.8 ––––––––– ––––––––– –––––––––	82.3

(a) See "exceptional items" below for additional information on significant items of income and expense considered exceptional items.

The weighted average number of Ordinary Shares in issue during the financial year ended 28 February 2021 used to calculate adjusted diluted (loss)/earnings per share was adjusted by an increase of nil shares for the effect of conversion of options, the weighted average number of Ordinary Shares in issue during the financial year ended 29 February 2020 used to calculate adjusted diluted (loss)/earnings per share was adjusted by an increase of 1.7 million shares for the effect of conversion of options and the weighted average number of Ordinary Shares in issue during the financial year ended 28 February 2019 used to calculate adjusted diluted (loss)/earnings per share was adjusted by an increase of 1.1 million shares for the effect of conversion of options.

(8) "Exceptional items" are significant items of income and expense within the Group's results for the period which by virtue of their scale and nature are disclosed in the financial statements as exceptional items, as shown in the following table.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Operating costs
COVID-19 (a)	(4.6)	(47.6)	–
Impairment of intangible assets(b)	–	(34.2)	–
Impairment of equity accounted investment (c)	(9.1)	–	–
Contract termination (d)	–	(4.4)	–
Restructuring costs(e)	(8.1)	(3.0)	(5.3)
Impairment of property, plant and equipment (f)	(1.2)	(1.0)	(0.4)
Acquisition related expenditure (g)	–	(0.2)	(2.1)
Other(h) .	(2.2)	(0.6) ––––––––– ––––––––– –––––––––	–
Operating (loss)/profit exceptional items	(25.2)	(91.0) ––––––––– ––––––––– –––––––––	(7.8)
Profit on disposal (i)	5.8	0.9	–
Finance expense (j)	(7.9)	–	–
Share of equity accounted investments' exceptional items(k)	(8.8)	(2.4)	(3.3)
Included in loss before tax	(36.1)	––––––––– ––––––––– ––––––––– (92.5)	(11.1)
Income tax credit (l)	2.4	––––––––– ––––––––– ––––––––– 9.8	1.1
Included in loss after tax	(33.7)	––––––––– ––––––––– ––––––––– (82.7)	(10.0)

(a) The Group has accounted for the ongoing COVID-19 pandemic as an exceptional item as shown in the table below.

––––––––– ––––––––– –––––––––

28 February 2021 ––––––––––––	––––––––––––––––––––––––––– 29 February 2020 ––––––––––––
6.1	–
0.6 ––––––––––––	– ––––––––––––
6.7	–
–	(19.4)
(1.2)	(5.8)
(5.8)	(10.6)
(1.7)	–
(0.3)	(2.4)
–	(9.4)
(2.3)	– ––––––––––––
(11.3)	(47.6) ––––––––––––
(4.6)	(47.6)
	–––––––––––– –––––––––––– ––––––––––––

In the financial year ended 28 February 2021, the Group incurred an exceptional charge of €4.6 million from operating activities. The Group reviewed the recoverability of its debtor book and advances to customers and booked a credit of €6.1 million with respect to its provision against trade debtors and a charge of €1.2 million with respect to its provision for advances to customers. The Group incurred exceptional charges of €5.8 million with respect to inventory that became obsolete as a consequence of COVID-19 restrictions. The Group incurred costs of €1.7 million with respect to a provision for lost kegs and €0.3 million with respect to the write off of an IT intangible asset where the project will now not be completed due to COVID-19 and a net credit of €0.6 million with respect to the release of a trade provision. Other directly attributable costs of €2.3 million were also incurred, which included site improvement costs, impairment of brand dispense equipment and an excess holiday accrual all directly linked to the pandemic.

In the financial year ended 29 February 2020, the Group incurred a COVID-19 pandemic related exceptional charge of €47.6 million. In light of the closure of on-trade premises in both Ireland and the UK, the Group reviewed the recoverability of its debtor book and advances to customers and booked expected credit loss provision directly associated with COVID-19 of €19.4 million and €5.8 million, respectively. The Group also reviewed its stock balances and in particular stock that was due to expire in the short to medium term and booked a provision of €10.6 million. The balance of €11.8 million related to trade and marketing contracts deemed to be onerous of €9.4 million and the write-off of an IT intangible asset where the project will now not be completed, as a direct consequence of COVID-19, of €2.4 million.

(b) To ensure that goodwill and brands considered to have an indefinite useful economic life are not carried at above their recoverable amount, impairment reviews are performed annually or more frequently if there is an indication that their carrying amount(s) may not be recoverable, comparing the carrying value of the assets with their recoverable amount using value-in-use computations.

In the financial year ended 29 February 2020, an impairment of €34.1 million was taken with regard to the Group's North America business and in particular the Woodchuck suite of brands where the projected cash flows no longer supported the carrying value of the brand. An impairment of €0.1 million was taken with respect of the Group's Matthew Clark and Bibendum division directly attributable to a discontinued brand.

• (c) The hospitality and pub industry in the United Kingdom have been significantly curtailed by lockdowns and trading restrictions since March 2020. The Group assessed the carrying value of its equity accounted investments at 28 February 2021, in light of the underutilisation of their pub assets as a direct consequence of such lockdowns, and recorded an impairment charge of €8.9 million with respect to its carrying value of its investment in Admiral Taverns and €0.2 million with respect to the carrying value of its investment in Drygate Brewing Company Limited.
• (d) In the financial year ended 29 February 2020, the Group terminated a number of its long-term apple contracts that were deemed surplus to requirements, incurring a cost of €4.4 million.
• (e) Restructuring costs of €8.1 million were incurred in the financial year ended 28 February 2021. These included severance costs of €6.8 million, of which €4.9 million was incurred with respect to the restructuring of the Group as a consequence of COVID-19 pandemic and €1.9 million arose as a consequence of the optimisation of the delivery networks in England and Scotland. The Group also incurred additional costs of €2.0 million with respect to the optimisation of the delivery networks in England and Scotland which was offset by a credit of €0.7 million relating to the profit on disposal of a property as a direct consequence of the optimisation project.

In the financial year ended 29 February 2020, restructuring costs of €3.0 million were incurred primarily relating to severance costs arising from the acquisition and subsequent integration of Matthew Clark and Bibendum of €2.3 million. Restructuring costs of €0.5 million related to the centralisation of accounting services. Other restructuring initiatives across the Group in the financial year ended 29 February 2020 resulted in a further charge of €0.2 million.

In the financial year ended 28 February 2019, restructuring costs of €5.3 million were incurred primarily relating to severance costs arising from the acquisition and subsequent integration of Matthew Clark and Bibendum and the previously acquired Orchard Pig into the Group, of €3.4 million and €0.5 million, respectively. Other restructuring initiatives across the Group in the financial year ended 29 February 2020 resulted in a further charge of €1.4 million.

(f) Property comprising land & buildings and plant & machinery are valued at fair value on the balance sheet and reviewed for impairment on an annual basis.

During the current financial year ended 28 February 2021, the Group engaged external valuers to value the freehold land and buildings and the plant and machinery at the Group's Clonmel (Tipperary), Wellpark (Glasgow) and Portugal sites. Using the valuation methodologies, this resulted in a net revaluation loss of €1.2 million accounted for in the income statement and a net gain of €0.9 million accounted for within other comprehensive income.

During the financial year ended 29 February 2020, the Group also engaged external valuers to value the freehold land and buildings and the plant and machinery at the Group's Clonmel (Tipperary), Wellpark (Glasgow), Vermont (USA) and Portugal sites, along with the Group's various depots. Using the valuation methodologies, this resulted in a net revaluation loss of €1.0 million accounted for in the income statement and a net gain of €1.1 million accounted for within other comprehensive income.

In the financial year ended 28 February 2019, the Group took the decision to impair an element of its IT system at a cost of €0.4 million which had become redundant following a system upgrade.

(g) During the financial year ended 29 February 2020, the Group incurred €0.2 million of costs associated with a previous acquisition.

During the financial year ended 28 February 2019, the Group incurred €2.1 million of acquisition and integration-related costs, primarily with respect to professional fees associated with the acquisition and subsequent integration of Matthew Clark and Bibendum into the Group.

(h) Other costs of €2.2 million were incurred during the financial year ended 28 February 2021 primarily with respect to provisions for legal disputes.

Other costs of €0.6 million were incurred during the financial year ended 29 February 2020 with respect to incremental costs associated with the dual running of warehouse management systems in Scotland due to system implementation delays.

(i) During the financial year ended 28 February 2021, the Group disposed of its Tipperary Water Cooler business, for an initial consideration of €7.4 million (€0.2 million of which is deferred) realising a profit of €5.8 million on the disposal.

During the financial year ended 29 February 2020, the Group disposed of its equity accounted investment in a Canadian company for cash proceeds of €6.1 million, realising a profit of €2.6 million on the disposal, and disposed of its investment and non-controlling interest in Peppermint Events Limited at a loss of €1.7 million.

• (j) During the financial year ended 28 February 2021, the Group successfully negotiated covenant waivers due to the impact of COVID-19 with its lenders. Costs of €7.9 million were incurred directly associated with these waivers including waiver fees, increased margins payable and other professional fees associated with covenant waivers.
• (k) The Group's shares of exceptional items in its joint venture in Admiral Taverns are shown in the table below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Revaluation of property, plant and equipment	(7.0)	(2.7)	(3.3)
COVID-19 pandemic related bad debt provision	(0.8)	–	–
Asbestos related provision	(0.5)	–	–
Other COVID-19 pandemic related costs	(0.5)	–	–
Acquisition related capital duties expensed	–	(2.9)	–
Deferred tax asset adjustment	– ––––––––––––	3.2 ––––––––––––	– ––––––––––––
Share of equity accounted investments' exceptional
items	(8.8)	(2.4)	(3.3)

During the financial year ended 28 February 2021, the Group incurred charges of €8.8 million with respect to its share of Admiral Taverns' exceptional items. These included a charge of €7.0 million with respect to the Group's share of the revaluation loss arising from the fair value exercise to value Admiral's property assets at 28 February 2021. The Group also recognised €1.8 million with respect to its share of other exceptional items for the period, including €0.8 million with respect to a provision against trade debtors, €0.5 million with respect to an asbestos provision with the remaining €0.5 million in relation to other charges directly attributable to COVID-19.

–––––––––––– –––––––––––– ––––––––––––

The result of the fair value exercise to Admiral's property assets at 29 February 2020 resulted in a revaluation loss (the Group's share of this loss equated to €2.7 million) accounted for in the income statement. Also, during the financial year ended 29 February 2020, the Group invested a further €10.7 million which gave rise to capital duties to be expensed in relation to the acquisition (the Group's share of this expense was €2.9 million). This was offset by recognition of the Group's share of an adjustment made by the investee to recognise a higher deferred tax asset in respect of timing differences on fixed assets in respect of prior years (the Group's share of this gain was €3.2 million).

The result of the fair value exercise to Admiral's property assets at 28 February 2019 resulted in a revaluation loss (the Group's share of this loss equated to €3.3 million) accounted for in the income statement.

• (l) The tax credit in the financial year ended 28 February 2021 with respect to exceptional items amounted to €2.4 million. The tax credit in the financial year ended 29 February 2020 with respect to exceptional items amounted to €9.8 million. The tax credit in the financial year ended 28 February 2019 with respect to exceptional items amounted to €1.1 million.
• (9) "Dividend per share" represents the total dividend per share paid and proposed in respect of the financial year in question.
• (10) "Dividend payout ratio" represents the dividend per share divided by adjusted diluted (loss)/earnings per share.
• (11) "Free cash flow" represents cash flow from operating activities net of capital investment cash outflows which form part of investing activities(before exceptional items). Free cash flow highlights the underlying cash generating performance of the ongoing business. Free cash flow benefits from the Group's purchase receivables programme which contributed €45.0 million to cash in the financial year ended 28 February 2021, €131.4 million to cash in the financial year ended 29 February 2020 and €152.6 million to cash in the financial year ended 28 February 2019. A reconciliation of free cash flow to net movement in cash per the Group's cash flow statement is set out below.

––––––––––––––––––––––––––––––––––––––––
28 February 2021	29 February 2020	28 February 2019
(17.4)	(20.0)	–––––––––––– (2.1) ––––––––––––
464.0	280.7	786.2
(570.9)	(192.6)	(736.0)
19.0	18.6	–
0.4	29.7	36.0
1.4	0.5	5.0
–	23.0	1.9
(0.3)	(0.4)	–
(6.7)	(5.1)	–
6.9	11.2	–
(103.6)	145.6	–––––––––––– 91.0
12.4	9.5	–––––––––––– 5.9
(91.2)	155.1	–––––––––––– 96.9 ––––––––––––
	–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

• (12) "Free cash flow conversion ratio" represents free cash flow divided by Adjusted EBITDA. The Group has not provided a figure for free cash flow conversion ratio for the financial year ended 28 February 2021 in this Prospectus. As a result of the Group's negative free cash flow and its negative Adjusted EBITDA for the financial year ended 28 February 2021, such ratio does not provide meaningful comparative information to free cash flow conversion ratio for the financial years ended 29 February 2020 or 28 February 2019.
• (13) "Free cash flow (excluding exceptional cash outflow) conversion ratio" represents free cash flow (excluding exceptional cash outflow) divided by Adjusted EBITDA. The Group has not provided a figure for free cash flow (excluding exceptional cash outflow) conversion ratio for the financial year ended 28 February 2021 in this Prospectus. As a result of the Group's negative free cash flow (excluding exceptional cash outflow) and its negative Adjusted EBITDA for the financial year ended 28 February 2021, such ratio does not provide meaningful comparative information to free cash flow conversion ratio for the financial years ended 29 February 2020 or 28 February 2019.
• (14) "Gross debt" (excluding leases) represents interest bearing loans and borrowings (net of issue costs), as set out below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Interest bearing loans and borrowings	473.9	360.7	450.6
Unamortised issue costs	(3.9) ––––––––––––	(3.7) ––––––––––––	(4.6) ––––––––––––
Gross debt (excluding leases)	470.0	357.0	446.0

–––––––––––– –––––––––––– ––––––––––––

(15) "Net debt" represents interest bearing loans and borrowings (net of issue costs) and lease liabilities capitalised under IFRS 16, net of cash as set out below.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Interest bearing loans and borrowings	473.9	360.7	450.6
Unamortised issue costs	(3.9)	(3.7)	(4.6)
Lease liabilities	79.6 ––––––––––––	93.3 ––––––––––––	– ––––––––––––
Cash	(107.7) ––––––––––––	(123.4) ––––––––––––	(144.4) ––––––––––––
Net debt	441.9	326.9	301.6
	––––––––––––	––––––––––––	––––––––––––

(16) "Net debt (excluding leases)" represents interest bearing loans and borrowings (net of issue costs) less cash, as set out below. Net debt for the financial years ended 28 February 2021 and 29 February 2020 is presented excluding the impact of IFRS 16 as the Group's debt covenants are on a pre-IFRS 16 basis.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Interest bearing loans and borrowings	473.9	360.7	450.6
Unamortised issue costs	(3.9)	(3.7)	(4.6)
Cash	(107.7)	(123.4)	(144.4)
Net debt (excluding leases)	–––––––––––– 362.3	–––––––––––– 233.6	–––––––––––– 301.6

–––––––––––– –––––––––––– ––––––––––––

• (17) "Net debt/Adjusted EBITDA" represents net debt divided by Adjusted EBITDA.
• (18) "Net interest expense" represents the Group's interest expense, excluding IFRS 16 Leases finance charges and issue cost writeoffs.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Net finance costs .	(27.4)	(19.8)	(15.6)
IFRS 16 lease charges	3.3	3.5	–
Issue cost write-offs	1.2	1.4	1.1
Net interest expense	–––––––––––– (22.9)	–––––––––––– (14.9)	–––––––––––– (14.5)

–––––––––––– –––––––––––– ––––––––––––

• (19) "Interest Cover Ratio" represents Adjusted EBITDA (excluding leases) divided by net interest expense.
• (20) "Leverage Ratio" represents net debt (excluding leases) divided by Adjusted EBITDA (excluding leases). The Group has not provided a figure for Leverage Ratio as at 28 February 2021 in this Prospectus. As a result of the negative Adjusted EBITDA for the financial year ended 28 February 2021, such ratio does not provide meaningful comparative information to the Group's Leverage Ratio as at 29 February 2020 or 28 February 2019.
• (21) "Liquidity" represents cash plus undrawn amounts under the Group's Revolving Credit Facility.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Cash	107.7	123.4	144.4
Available Revolving Credit Facility borrowings	206.9	211.9	178.5
Liquidity	–––––––––––– 314.6 ––––––––––––	–––––––––––– 335.3 ––––––––––––	–––––––––––– 322.9 ––––––––––––

• (22) "CO2 emissions" represents tonnes of CO2 emissions. CO2 emissions for the financial years ended 29 February 2020 and 28 February 2019 have been restated to include emissions for the full Group following the acquisition of Matthew Clark and Bibendum in order to allow for year-on-year comparison.
• (23) "Waste sent to landfill" represents tonnes of waste sent to landfill.
• (24) "Workplace safety accident rate" represents the number of injuries that resulted in lost-work days, per 100,000 hours working time in production facilities.

PART VIII

OPERATING AND FINANCIAL REVIEW

The following discussion and analysis should be read in conjunction with the financial information on the Group set forth in "Important Information – Presentation of financial information", Part VII (Selected Financial Information) and the financial information in Part VI (Historical Financial Information) of this Prospectus which has been incorporated by reference into this Prospectus. The financial information included in this Part VIII (Operating and Financial Review) has been extracted without material adjustment from the financial information referred to in Part VI (Historical Financial Information) of this Prospectus (which has been incorporated by reference into this Prospectus) or has been extracted without material adjustment from the Group's accounting records which formed the underlying basis of the financial information referred to in Part VI (Historical Financial Information) (which has been incorporated by reference into this Prospectus).

This review contains forward-looking statements based on current expectations and assumptions about the Group's future business and is subject to known and unknown risks and uncertainties. The Group's actual results and the timing of events could differ materially from those contained, expressed or implied in or by such forward-looking statements as a result of a number of various factors discussed below and elsewhere in this Prospectus including, but not limited to, the section of this Prospectus titled "Risk Factors" and the factors stated in the paragraph titled "Forward-Looking Statements" in the "Important Information" section of this Prospectus.

1. OVERVIEW

C&C is a leading, vertically integrated premium drinks company which manufactures, markets and distributes branded beer, cider, wine, spirits and soft drinks across the UK and Ireland. The Group's history can be traced back to the mid-19th century and today includes a portfolio of internationally renowned brands and a powerful route-to-market through the largest "final-mile" drinks distribution network in the UK and Irish hospitality sectors (Source: Group data).

C&C benefits from a strong portfolio of core brands including: Bulmers, the leading Irish cider brand; Tennent's, the leading Scottish beer brand; and Magners, a premium international cider brand; and also offers a range of super-premium and craft ciders and beers that it owns or to which it has exclusive distribution rights, such as Heverlee, Five Lamps, Menabrea and Orchard Pig, which appeal to the growing market for diverse and niche products, various Budweiser Brewing Group brands including Budweiser, Stella Artois and Beck's as well as wine and spirit brands and soft drinks.

In addition, through its ownership of Matthew Clark and Bibendum, and with its unique combination of product range, number of customers and delivery reach, the Group is the number one independent "finalmile" drinks distributor to the UK and Irish hospitality sectors (Source: Group data), which represented 76.8 per cent. of the Group's net revenue for the financial year ended 29 February 2020. The Group supplies approximately 13,000 SKUs to over 34,000 pubs, bars, restaurants and hotels, and is a key route-to-market for both major local and international beverage companies. As a comprehensive "one-stop-shop" and an important partner for on-trade customers, the Group has also built strong relationships and partnerships with international beverage companies, including Budweiser Brewing Group, Diageo, Coca-Cola and Pernod Ricard, and has exclusive distribution rights over a number of third-party brands, such as Tsingtao and Menabrea. C&C exports its Magners and Tennent's brands to over 40 countries worldwide.

The Group is also exposed to the off-trade channel (19.7 per cent. of net revenue for the financial year ended 29 February 2020) capturing supermarkets, convenience stores and other wine and beer retailers.

The Group owns and operates manufacturing facilities in County Tipperary, Ireland and Glasgow, Scotland where it produces its owned brand products in addition to contract manufacturing third-party drinks brands. Further, the Group has a joint venture in Admiral Taverns, a tenanted pub company which owns approximately 1,000 pubs across England and Wales. C&C is headquartered in Dublin, is listed on the London Stock Exchange and is a constituent of the FTSE 250 index.

For the financial year ended 28 February 2021, the Group's revenue was €1,022.8 million (financial year ended 29 February 2020: €2,145.5 million), its net revenue was €736.9 million (financial year ended 29 February 2020: €1,719.3 million) and its Adjusted EBITDA loss was €28.8 million (financial year ended 29 February 2020: €153.6 million profit).

2. KEY FACTORS AFFECTING RESULTS OF OPERATIONS

The Directors believe that the following factors have had, and may continue to have, a material effect on the Group's results of operations.

2.1 Impact of the COVID-19 pandemic

The Group's business has been impacted significantly by the COVID-19 pandemic, which has resulted in the on-trade channel throughout the UK and Ireland, including bars, restaurants, hotels and other licensed premises being closed for significant periods of time. In the UK, the on-trade channel was closed during national lockdowns from 23 March through 4 July 2020, from 5 November through 2 December 2020 and from 5 January through 11 April 2021, with many premises only reopening temporarily during the summer or during the Christmas season with limitations in terms of hours of operation and capacity allowed and other premises not reopening at all. Similar lockdowns, restrictions and limitations in on-trade operations in Ireland have also been in place, significantly impacting the Group's business. The on-trade in the UK partially re-opened from its most recent lockdown period on 12 April 2021 and preliminary indications are that trading since that date has been relatively robust with respect to outdoor dining and takeaway drinks services, providing encouraging signs for the hospitality sector. Restrictions were further partially lifted in parts of the UK from 17 May 2021, with indoor hospitality services permitted. The Irish government has announced plans for outdoor dining and drinking to recommence in early June and has indicated that indoor dining and drinking could return in Ireland in July.

Demand from pubs and bars in 2021 will likely remain subdued due to government restrictions, along with lower consumer confidence in general, potentially limiting discretionary spending. According to CGA, the COVID-19 pandemic resulted in a net closure of approximately 8,000 on-licensed premises in Great Britain in 2020, which represented a 6.8 per cent. decline year-on-year, more than three times the number observed in 2019.

Given the closure of the on-trade in the UK and Ireland, there has been a temporary shift from ontrade to off-trade as the channel for alcohol purchases over the past year. In 2020, Euromonitor estimated a 10.2 per cent. year-on-year growth in the off-trade channel, as consumers were only able to access alcohol through retailers, which remained open throughout lockdowns. The increase in offtrade sales in 2020 was observed across all alcoholic categories, with beer and RTDs seeing the fastest year-on-year growth between 2019 and 2020. As consumers become more price sensitive in the face of uncertainty from the pandemic and increased job losses, the beer and cider categories have benefited from their lower price points. To illustrate, the categories registered 8.1 per cent. and 6.7 per cent. value growth, respectively, between 2019 and 2020 (as compared to 3.3 per cent. and 5.2 per cent. value growth for beer and cider, respectively in the prior year). In comparison, spirits, RTDs and wine recorded only 5.0 per cent., 3.9 per cent. and 1.5 per cent. value growth, respectively, between 2019 and 2020 (as compared to 4.6 per cent., 2.2 per cent. and 2.9 per cent. value growth for spirits, RTDs and wine, respectively in the prior year), due to their higher price points and an association with social gatherings as a key driver of sales through the off-trade channel. In addition, due to "stay at home" order for the population, e-commerce also became a key priority for many companies, including alcoholic beverage manufacturers, who either directly or through acquisitions and partnerships, invested in platforms that offer direct-to-consumer services, drive consumer engagement, or gather purchasing patterns.

2.2 Price/mix

Each of the Group's divisions has different profit margin and growth characteristics. For example, the Group's Great Britain, Ireland and International divisions operate at significantly higher margins than the Matthew Clark and Bibendum division, which is a lower margin business. In addition, on-trade and off-trade distribution channels have different profitability profiles for the Group's owned brand products and third-party brands. Products served in the on-trade channel from kegs are generally priced higher per unit than products sold in the off-trade channel in cans or bottles and therefore have higher margins for brand owners. Accordingly, the mix of revenue received during the financial year by distribution channel, by split of owned brand and third-party brands and among the Group's divisions impacts the Group's results of operations.

2.3 Volumes

The quantity of alcohol consumed per capita influences demand for industry wholesalers, irrespective of distribution channels. Price/mix has been the driver of market growth in recent years as volumes remain nearly flat year-on-year. Depending on the severity of the impact from COVID-19, consumption per capita is likely to decline in the near term.

2.4 Evolving customer needs and market trends

The success of the Group's business depends on the continued popularity of the range of brands the Group offers and its ability to predict, identify and interpret demand, to anticipate the changing tastes and habits of customers and to introduce successful new offerings to meet their needs.

Continued focus on health and wellness

The industry has seen a number of innovations in recent years, from "no-low" and "free-from" beverages, to hard seltzers, to fizzy ready-to-drink beverages. In the face of a global pandemic, consumers across age groups are generally more health conscious. Coupled with a general decline in the number of on-trade venues and social drinking occasions, a further moderation in alcohol consumption is expected as consumers adapt their drinking habits.

Trade down and polarised purchases

While premiumisation has been a key driver of growth in segments of the alcoholic drinks industry for decades, a pandemic-led recession will likely change consumer habits around discretionary spending. While more price-sensitive consumers are likely to trade down, others may make more polarised purchases, favouring both the super-premium and economy offerings. In view of this, drinks priced between both ends of the spectrum may see a near-term impact, but the extent of the impact may be limited in regions where MUP is implemented.

Further growth in e-commerce

Following the outbreak of COVID-19, online alcohol purchases accelerated as consumers opted to minimise human contact. Based on a survey conducted by data consultancy CGA which tracked the behaviour of more than 10,000 people over six months, 28 per cent. of on-trade consumers had bought alcohol online in December 2020, a 3 per cent. increase since August.

Resurgence of big brands

In recent years, small brands have been the largest contributor to growth in the consumer and packaged food industry. However, in the face of exceptionally high consumer demand in the first months of lockdown, retailers sought to reduce in-store SKUs in an attempt to simplify operations and ensure certainty of supply.

Sustainability

As consumers look to make more informed purchases, sustainability will remain a focus, with more consumers examining product origin and formulation to improve transparency along the supply chain.

2.5 Recent cost-out initiatives

The Group has also taken a series of proactive steps to mitigate, where possible, the negative financial and operational impacts of the COVID-19 pandemic, including:

• reducing discretionary expenditure and placing a significant number of employees on a temporary furlough and reducing salaries across the Group, including senior management and the Board in the first half of the financial year ended 28 February 2021;
• postponing the majority of non-committed capital expenditure;
• implementing various working capital initiatives, including the negotiation of temporary extensions to supplier payment terms and UK and Irish tax authorities;
• pausing the payment of dividends; and
• further optimising its brand-led distribution model in the first quarter of the financial year ending 28 February 2022 by implementing significant cost reduction and optimisation programmes that will enhance margins post recovery.

These initiatives are expected to deliver annualised cost savings of €18 million by the end of the financial year ending 28 February 2022.

3. FACTORS AFFECTING COMPARABILITY

3.1 IFRS 16

The Group adopted IFRS 16 from 1 March 2019 by applying the modified retrospective approach. Under this method, the impact of the standard is calculated retrospectively, however, the cumulative effect arising from the new leasing rules is recognised in the opening balance sheet at the date of initial application. Accordingly, the comparative information presented for the financial year ended 28 February 2019 has not been restated. As part of the initial application of IFRS 16, the Group choose to apply the relief option, which allows it to adjust the right-of-use asset by the amount of any provision for onerous leases recognised in the balance sheet immediately before the date of initial application. The Group recognises the right-of-use asset at the date of initial application at its carrying amount as if the standard has been applied since the lease commencement date, but discounted using the incremental borrowing rate at the date of initial application, for the top 25 largest leases by lease liability value. The remaining leases recognise the right-of-use asset at the date of initial application at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application. The Group applied the recognition exemption for both short-term leases and leases of low-value assets.

The adoption of IFRS 16 Leases had a material impact on the consolidated financial statements and certain key financial metrics, which is quantified in the Statement of Accounting Policies in the 2020 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

3.2 Matthew Clark and Bibendum acquisition

On 4 April 2018, the Group acquired Matthew Clark and Bibendum and their subsidiary businesses. The revenue of the Group for the financial year ended 28 February 2019 determined in accordance with IFRS as though the acquisition of Matthew Clark and Bibendum had been effected at the beginning of the financial year ended 28 February 2019 would have been €2,127.9 million. See Note 10 in the 2019 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

3.3 Foreign currency exchange rates

The Company's functional and reporting currency is euro. Euro is also the Group's internal reporting currency and the currency used for all planning and budgetary purposes. To enhance year-on-year comparability, prior year revenue, net revenue and operating profit for each of the Group's divisions are each restated to constant exchange rates for transactions by subsidiary undertakings in currencies other than their functional currency and for translation in relation to the Group's non-euro denominated subsidiaries by revaluing the prior year figures using the current year average foreign currency rates. See sections 6 (Segmental Reporting) and 10 (Constant Currency Presentation) below.

4. KEY COMPONENTS OF THE GROUP'S INCOME STATEMENT

The key components of certain line items of the Group's consolidated income statement are described below.

4.1 Revenue

IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue comprises an amount that reflects the consideration to which an entity expects to be entitled to in exchange for transferring goods or services to a customer, these are exclusive of value added tax, after allowing for discounts, rebates, allowances for customer loyalty and other pricing related allowances and incentives. Provisions are made for returns where appropriate. The Group recognises revenue in the amount of the price expected to be received for goods and services supplied at a point in time or over time, as contractual performance obligations are fulfilled and control of goods and services passes to the customer. Where revenue is earned over time as contractual performance obligations are satisfied, the percentage-of-completion method remains the primary method by which revenue recognition is measured.

The Group manufactures and distributes branded cider, beer, wine, spirits and soft drinks in which revenue is recognised at a point in time when control is deemed to pass to the customer upon leaving the Group's premises or upon delivery to a customer depending on the terms of sale. Contracts do not contain multiple performance obligations (as defined by IFRS 15).

4.2 Excise duties

Excise duty is levied at the point of production in the case of the Group's manufactured products and at the point of importation in the case of imported products in the relevant jurisdictions in which the Group operates. As the Group's manufacturing and warehousing facilities are revenue approved and registered excise facilities, the excise duty liability generally crystallises on transfer of product from duty in suspense to duty paid status which normally coincides with the point of sale. The duty number disclosed represents the cash cost of duty paid on the Group's products. Where goods are bought duty paid, and subsequently sold, the duty element is not included in the duty line within net revenue but is included within the cost of goods sold. Excise duties, which represent a significant proportion of revenue, are set by external regulators over which the Group has no control and are generally passed on to the consumer.

4.3 Operating costs

The Group's primary operating costs relate to raw material cost of goods sold/bought in finished goods and also include inventory write-down; employee remuneration; direct brand marketing; other operating, selling and administration costs; foreign exchange; depreciation; amortisation; net profit on disposal of property, plant and equipment; auditor's remuneration; impairment of intangible assets; revaluation/impairment of property, plant and machinery; and, with respect to the financial year ended 28 February 2019, operating lease rentals for land and buildings, plant and machinery and other.

4.4 Profit on disposal

Profit on disposal includes the Group's disposal of its Tipperary Water Cooler business in the financial year ended 28 February 2021 and the disposals of its investments in a Canadian company and its investment and non-controlling interest in Peppermint Events Limited in the financial year ended 29 February 2020.

4.5 Net finance expense

Net finance expense comprises the sum of interest expense, other finance expense, interest on lease liabilities, ineffective proportion of cash flow hedge and unwinding of discount on provisions, less interest income from finance income.

4.6 Share of equity accounted investments' (loss)/profit after tax

The Group's primary equity accounted investment is its joint venture arrangement in Admiral Taverns (Brady P&C Limited, England) and this category also includes investments in other joint ventures, including Drygate Brewing Company Limited (Scotland), Beck & Scott (Services) Limited (Northern Ireland), 3 Counties Spirits Limited (Ireland) and The Irish Brewing Company (Ireland) and investments in, among other companies, Whitewater Brewing Company Limited (Northern Ireland), Shanter Inns Limited (Scotland) and CVBA Braxatorium Parcensis (Belgium).

4.7 Income tax credit/(expense)

Income tax comprises the sum of current and deferred tax, including Irish corporation tax, foreign corporation tax and adjustment in respect of previous years.

4.8 Exceptional items

The Group has adopted an accounting policy and an income statement presentation format that seeks to highlight significant items of income and expense within the Group's results for the year. The Directors believe that this presentation provides a more useful analysis. Such items may include significant restructuring and integration costs, profits or losses on disposal or termination of operations or significant contracts, litigation costs and settlements, profit or loss on disposal of investments, significant impairment of assets, acquisition related costs and unforeseen gains or losses arising on derivative financial instruments. The Directors use judgement in assessing the particular items, which by virtue of their scale and nature, are disclosed in the income statement and related notes as exceptional items. For the financial years ended 28 February 2021 and 29 February 2020, the Group has accounted for the impact of the COVID-19 pandemic as an exceptional item and incurred exceptional charges with respect thereto. For additional information on exceptional items, see Part VII (Selected Financial Information—Other Financial and Operating Data).

5. RESULTS OF OPERATIONS

The following table sets out the Group's certain income statement items for the financial years ended 28 February 2021, 29 February 2020 and 28 February 2019.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue	–––––––––––– 1,022.8	–––––––––––– (€ millions) 2,145.5	–––––––––––– 1,997.3
Excise duties	–––––––––––– (285.9)	–––––––––––– (426.2)	–––––––––––– (422.4)
Net revenue	–––––––––––– 736.9	–––––––––––– 1,719.3	–––––––––––– 1,574.9
Operating costs before exceptional items	–––––––––––– (796.5)	–––––––––––– (1,598.5)	–––––––––––– (1,470.4)
Group operating (loss)/profit before exceptional items	–––––––––––– (59.6)	–––––––––––– 120.8	–––––––––––– 104.5
Exceptional operating costs	–––––––––––– (25.2)	–––––––––––– (91.0)	–––––––––––– (7.8)
Group operating (loss)/profit including exceptional items	–––––––––––– (84.8) ––––––––––––	–––––––––––– 29.8 ––––––––––––	–––––––––––– 96.7 ––––––––––––
Profit on disposal	5.8	0.9	–
Finance income	–	0.5	0.1
Finance expense before exceptional items	(19.5)	(20.3)	(15.7)
Exceptional finance expense Share of equity accounted investments' loss after tax	(7.9)	–	–
before exceptional items Share of equity accounted investments' (loss)/profit	(6.1)	3.1	4.0
after tax exceptional items	(8.8)	(2.4)	(3.3)
(Loss)/profit before tax	–––––––––––– (121.3) ––––––––––––	–––––––––––– 11.6 ––––––––––––	–––––––––––– 81.8 ––––––––––––
Income tax credit/(expense) before exceptional items	14.4	(12.3)	(10.8)
Income tax credit exceptional items	2.4 ––––––––––––	9.8 ––––––––––––	1.1 ––––––––––––
Group (loss)/profit for the financial year	(104.5)	9.1	72.1

–––––––––––– –––––––––––– ––––––––––––

5.1 Results of operations for the financial years ended 28 February 2021 and 29 February 2020 The following table sets out the Group's certain income statement items for the financial years ended 28 February 2021 and 29 February 2020.

	Financial year ended ––––––––––––––––––––––––––
	28 February 2021	29 February 2020	Change
	–––––––––––– –––––––––––– (€ millions)		–––––––––––– (per cent.)
Revenue	1,022.8 ––––––––––––	2,145.5 ––––––––––––	(52.3)
Excise duties	(285.9) ––––––––––––	(426.2) ––––––––––––	(32.9)
Net revenue	736.9	1,719.3	(57.1)
Operating costs before exceptional items	–––––––––––– (796.5) ––––––––––––	–––––––––––– (1,598.5) ––––––––––––	(50.2)
Group operating (loss)/profit before
exceptional items	(59.6) ––––––––––––	120.8 ––––––––––––	(149.3)
Exceptional operating costs	(25.2) ––––––––––––	(91.0) ––––––––––––	(72.3)
Group operating (loss)/profit including exceptional items	(84.8)	29.8	(384.6)
	––––––––––––	––––––––––––
Profit on disposal	5.8	0.9	544.4
Finance income	–	0.5	(100.0)
Finance expense before exceptional items	(19.5)	(20.3)	(3.9)
Exceptional finance expense Share of equity accounted investments' (loss)/profit	(7.9)	–	–
after tax before exceptional items Share of equity accounted investments' loss after tax	(6.1)	3.1	(296.8)
exceptional items	(8.8)	(2.4)	266.7
(Loss)/profit before tax	–––––––––––– (121.3) ––––––––––––	–––––––––––– 11.6 ––––––––––––	(1,145.7)
Income tax credit/(expense) before exceptional items	14.4	(12.3)	(217.1)
Income tax credit exceptional items	2.4 ––––––––––––	9.8 ––––––––––––	(75.5)
Group (loss)/profit for the financial year	(104.5)	9.1	(1,248.4)
	––––––––––––	––––––––––––

Revenue

The Group's revenue decreased by €1,122.7 million, or 52.3 per cent., to €1,022.8 million in the financial year ended 28 February 2021, from €2,145.5 million in the financial year ended 29 February 2020. On a constant currency basis, revenue decreased by 51.2 per cent. The decrease was primarily due to the impact of the COVID-19 pandemic on the Group's customer base, which resulted in a 36.9 per cent. decrease in volumes from 7,012 kHL in the financial year ended 29 February 2020 to 4,424 kHL in the financial year ended 28 February 2021. Revenue decreased in each of the Group's divisions, with the Matthew Clark and Bibendum division, which operates primarily in the on-trade channel that was closed for the majority of the financial year, being the most severely impacted with revenue decreasing year-on-year by 70.0 per cent. (or 69.2 per cent. on a constant currency basis).

Excise duties

The Group's excise duties decreased by €140.3 million, or 32.9 per cent., to €285.9 million in the financial year ended 28 February 2021, from €426.2 million in the financial year ended 29 February 2020. On a constant currency basis, excise duties decreased by 31.5 per cent. The decrease was primarily due to the impact of the COVID-19 pandemic on the Group's customer base. Excise duties represented 28.0 per cent. of revenue in the financial year ended 28 February 2021, as compared to 19.9 per cent. in the financial year ended 29 February 2020.

Net revenue

As a result of the factors described above, net revenue decreased by €982.4 million, or 57.1 per cent., to €736.9 million in the financial year ended 28 February 2021, from €1,719.3 million in the financial year ended 29 February 2020. On a constant currency basis, net revenue decreased by 56.1 per cent.

Operating costs

The Group's total operating costs (including operating costs accounted for as exceptional costs) decreased by €867.8 million, or 51.4 per cent., to €821.7 million in the financial year ended 28 February 2021, from €1,689.5 million in the financial year ended 29 February 2020. The decrease was primarily due to volume reductions resulting in lower cost of goods and variable distribution costs, as well as the Group's decision to reduce its discretionary spending in response to the COVID-19 pandemic. The Group availed of wage subsidies of €4.2 million for the Irish government and €21.9 million from the UK government in the financial year ended 28 February 2021 and operating costs are presented net of such subsidies. Operating costs represented 80.3 per cent. of revenue for the financial year ended 28 February 2021 and 78.7 per cent. of revenue for the financial year ended 29 February 2020. This was a result of operating costs reducing at a slower rate than revenue as certain operating costs were not variable.

In the financial year ended 28 February 2021, €25.2 million of operating costs were accounted for as exceptional operating costs, as compared to €91.0 million of operating costs accounted for as exceptional operating costs in the financial year ended 29 February 2020. Of the €25.2 million of exceptional items in the financial year ended 28 February 2021, costs of €14.7 million related to the Great Britain division, €8.3 million related to the Ireland division and €2.9 million related to the Matthew Clark and Bibendum division, while a credit of €0.7 million related to the International division. Of the €91.0 million of exceptional items in the financial year ended 29 February 2020, costs of €27.7 million related to the Great Britain division, €7.2 million related to the Ireland division, €16.2 million related to the Matthew Clark and Bibendum division, €39.8 million related to the International division and €0.1 million was unallocated as it did not relate to any particular division. See Part VII (Selected Financial Information—Other Financial and Operating Data) for additional information on operating costs accounted for as exceptional items.

Group operating (loss)/profit

As a result of the factors described above, the Group's net loss including exceptional items for the financial year ended 28 February 2021 was €84.8 million, a change of €114.6 million, from net profit of €29.8 million in the financial year ended 29 February 2020. The Group's operating margin including exceptional items was negative 11.5 per cent. for the financial year ended 28 February 2021 and positive 1.7 per cent. for the financial year ended 29 February 2020.

The Group's operating loss before exceptional items in the financial year ended 28 February 2021 was €59.6 million, a change of €180.4 million, from operating profit before exceptional items of €120.8 million in the financial year ended 29 February 2020. The Group's operating margin before exceptional items was negative 8.1 per cent. for the financial year ended 28 February 2021 and positive 7.0 per cent. for the financial year ended 29 February 2020.

Profit on disposal

The Group's profit on disposal increased by €4.9 million, or 544.4 per cent., to €5.8 million in the financial year ended 28 February 2021, from €0.9 million in the financial year ended 29 February 2020. The increase was due to the Group's disposal of its Tipperary Water Cooler business in October 2020.

Net finance costs

The Group's net finance costs increased by €7.6 million, or 38.4 per cent., to €27.4 million in the financial year ended 28 February 2021, from €19.8 million in the financial year ended 29 February 2020. The increase was primarily due to margin increases and costs associated with obtaining covenant waivers on the Group's debt financing, which was necessary as a result of the business challenges resulting from the COVID-19 pandemic.

Share of equity accounted investments'(loss)/profit after tax

The Group's share of equity accounted investments' loss after tax in the financial year ended 28 February 2021 was €14.9 million, a change of €15.6 million, from a share of equity accounted investments' profit after tax of €0.7 million in the financial year ended 29 February 2020. The change was primarily due to the impact of the COVID-19 pandemic on the equity accounted investments' customer base that was reflected in the results of the Group's equity accounted investments. The Group's share of equity accounted investments' loss after tax before exceptional items was €6.1 million in the financial year ended 28 February 2021, a change of €9.2 million from a share of equity accounted investments' profit after tax before exceptional items of €3.1 million in the financial year ended 29 February 2020. The Group's share of equity accounted investments' loss after tax accounted for as exceptional items increased by €6.4 million, or 266.7 per cent., to €8.8 million in the financial year ended 28 February 2021, from €2.4 million in the financial year ended 29 February 2020. See Part VII (Selected Financial Information—Other Financial and Operating Data) for additional information on the Group's share of equity investments' profit or loss accounted for as exceptional items.

(Loss)/profit before tax

As a result of the factors described above, the Group's loss before tax in the financial year ended 28 February 2021 was €121.3 million, a change of €132.9 million, from a profit before tax of €11.6 million in the financial year ended 29 February 2020.

Income tax credit/(expense)

The Group's income tax credit in the financial year ended 28 February 2021 was €16.8 million, a change of €19.3 million, from an income tax expense of €2.5 million in the financial year ended 29 February 2020. The income tax credit in the financial year ended 28 February 2021 was a result of the Group's operating loss for the financial year.

Group (loss)/profit for the financial year

As a result of the factors described above, the Group's loss for the financial year in the financial year ended 28 February 2021 was €104.5 million, a change of €113.6 million, from a profit for the financial year of €9.1 million in the financial year ended 29 February 2020.

5.2 Results of operations for the financial years ended 29 February 2020 and 28 February 2019 The following table sets out the Group's certain income statement items for the financial years ended 29 February 2020 and 28 February 2019.

–––––––––––––––––––––––––– 29 February 2020 –––––––––––– (€ millions) 2,145.5 –––––––––––– (426.2) –––––––––––– 1,719.3 –––––––––––– (1,598.5)	28 February 2019 –––––––––––– 1,997.3 –––––––––––– (422.4) –––––––––––– 1,574.9	Change –––––––––––– (per cent.) 7.4 0.9
	––––––––––––	9.2
	(1,470.4)	8.7
120.8	104.5	15.6
	(7.8)	1,066.7
29.8	96.7	(69.2)
0.9	–	100.0
0.5	0.1	400.0
	(15.7)	29.3
–	–	–
3.1	4.0	(22.5)
	(3.3)	(27.3)
11.6	81.8	(85.8)
	(10.8)	13.9
9.8	1.1	790.9
9.1	72.1	(87.4)
	–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–––––––––––– –––––––––––– (91.0) –––––––––––– –––––––––––– (20.3) (2.4) –––––––––––– –––––––––––– (12.3) –––––––––––– ––––––––––––

Revenue

The Group's revenue increased by €148.2 million, or 7.4 per cent., to €2,145.5 million in the financial year ended 29 February 2020, from €1,997.3 million in the financial year ended 28 February 2019. On a constant currency basis, revenue increased by 6.1 per cent. The increase was primarily due to revenue growth in the Great Britain, Ireland and Matthew Clark and Bibendum divisions, partially offset by a slight revenue decline in the International division. Revenue growth in the Great Britain division was driven by pricing and mix benefits offsetting modest volume declines. Conversely, revenue growth in the Ireland division was driven by higher volumes in wholesale and the superpremium and craft portfolio, which offset volume declines in cider and unfavourable price and mix effects. Revenue growth in the Matthew Clark and Bibendum division was primarily driven by favourable pricing and mix benefits and was also enhanced by virtue of one additional month of the Group's ownership of Matthew Clark and Bibendum in the financial year ended 29 February 2020 as compared to the financial year ended 28 February 2019. In the International division, the revenue decline was primarily the result of volume declines in North America, Europe and Africa and was partially offset by minor price and mix benefits and slight volume increases in the Asia Pacific region.

Excise duties

The Group's excise duties increased by €3.8 million, or 0.9 per cent., to €426.2 million in the financial year ended 29 February 2020, from €422.4 million in the financial year ended 28 February 2019. The increase was primarily due to an increase in volumes of alcoholic beverages produced in the financial year, but excise duties represented a lower percentage of total revenue as revenue grew more quickly with respect to goods bought duty paid and subsequently sold (for which products, the duty element is not included within the duty line, but within the cost of goods sold). On a constant currency basis, excise duties decreased by 0.2 per cent. Excise duties represented 19.9 per cent. of revenue in the financial year ended 29 February 2020, as compared to 21.1 per cent. in the financial year ended 28 February 2019.

Net revenue

As a result of the factors described above, net revenue increased by €144.4 million, or 9.2 per cent., to €1,719.3 million in the financial year ended 29 February 2020, from €1,574.9 million in the financial year ended 28 February 2019. On a constant currency basis, net revenue increased by 7.8 per cent.

Operating costs

The Group's total operating costs (including operating costs accounted for as exceptional costs) increased by €211.3 million, or 14.3 per cent., to €1,689.5 million in the financial year ended 29 February 2020, from €1,478.2 million in the financial year ended 28 February 2019 excluding exceptional items. The increase was primarily due to increased raw material costs of goods sold/bought in finished goods, which was partially offset by a decrease in other operating, selling and administration costs. Operating costs represented 78.7 per cent. of revenue for the financial year ended 29 February 2020 and 74.0 per cent. for the financial year ended 28 February 2019.

In the financial year ended 29 February 2020, €91.0 million of operating costs were accounted for as exceptional operating costs, as compared to €7.8 million of operating costs accounted for as exceptional operating costs in the financial year ended 28 February 2019. Of the €91.0 million of exceptional items in the financial year ended 29 February 2020, €27.7 million related to the Great Britain division, €7.2 million related to the Ireland division, €16.2 million related to the Matthew Clark and Bibendum division, €39.8 million related to the International division and €0.1 million was unallocated as it did not relate to any particular division. Of the €7.8 million of exceptional items in the financial year ended 28 February 2019, €1.1 million related to the Great Britain division, €0.8 million related to the Ireland division, €5.2 million related to the Matthew Clark and Bibendum division, €0.2 million related to the International division and €0.5 million was unallocated as it did not relate to any particular division. See Part VII (Selected Financial Information—Other Financial and Operating Data) for additional information on operating costs accounted for as exceptional items.

Group operating profit

As a result of the factors described above, the Group's operating profit decreased by €66.9 million, or 69.2 per cent., to €29.8 million in the financial year ended 29 February 2020, from €96.7 million in the financial year ended 28 February 2019. The Group's operating margin including exceptional items was 1.7 per cent. for the financial year ended 29 February 2020 and 6.1 per cent. for the financial year ended 28 February 2019.

The Group's operating profit before exceptional items increased by €16.3 million, or 15.6 per cent., to €120.8 million in the financial year ended 29 February 2020, from €104.5 million in the financial year ended 28 February 2019. On a constant currency basis, operating profit before exceptional items increased by 14.3 per cent. The Group's operating margin before exceptional items was 7.0 per cent. for the financial year ended 29 February 2020 and 6.6 per cent. for the financial year ended 28 February 2019.

Profit on disposal

The Group's profit on disposal was €0.9 million in the financial year ended 29 February 2020 compared to €nil in the financial year ended 28 February 2019. The increase was related to the Group's disposal of its interest in a Canadian company at a profit of €2.6 million and its disposal of Peppermint Events Limited at a loss of €1.7 million during the financial year.

Net finance costs

The Group's net finance costs increased by €4.2 million, or 26.9 per cent., to €19.8 million in the financial year ended 29 February 2020, from €15.6 million in the financial year ended 28 February 2019. The increase was primarily due to the application of IFRS 16 Leases and the recognition of interest on lease liabilities in the financial year ended 29 February 2020, as well as drawing of the Group's euro term loan in July 2019 and the extension of the Group's receivables purchase programme to include Matthew Clark and Bibendum receivables. Costs associated with both financings increased year-on-year due to the fact that they were in place for the full twelve-month period.

Share of equity accounted investments' profit after tax

The Group's share of equity accounted investments' profit after tax was €0.7 million for each of the financial years ended 29 February 2020 and 28 February 2019. The Group's share of equity was primarily derived from Admiral Taverns during the financial years ended 29 February 2020 and 28 February 2019. The Group disposed of its equity accounted investment in a Canadian company during the financial year ended 29 February 2020. The Group's share of equity accounted investments' profit after tax before exceptional items decreased by €0.9 million, or 22.5 per cent., to €3.1 million in the financial year ended 29 February 2020, from €4.0 million in the financial year ended 28 February 2019. The Group's share of equity accounted investments'loss after tax accounted for as exceptional items decreased by €0.9 million, or 27.3 per cent., to €2.4 million in the financial year ended 29 February 2020, from €3.3 million in the financial year ended 28 February 2019. See Part VII (Selected Financial Information—Other Financial and Operating Data) for additional information on the Group's share of equity investments' profit or loss accounted for as exceptional items.

Profit before tax

As a result of the factors described above, the Group's profit before tax decreased by €70.2 million, or 85.8 per cent., to €11.6 million in the financial year ended 29 February 2020, from €81.8 million in the financial year ended 28 February 2019.

Income tax expense

The Group's income tax expense decreased by €7.2 million, or 74.2 per cent., to €2.5 million in the financial year ended 29 February 2020, from €9.7 million in the financial year ended 28 February 2019. The income tax charge in the year of €12.3 million excludes the credit in relation to exceptional items and equity accounted investments' tax charge. This also includes a charge of €0.3 million with respect to IFRS 16 (Leases). Excluding IFRS 16 (Leases), the credit in relation to exceptional items and the equity accounted investments' tax charge the income tax charge in the year was €12.0 million. This represents an effective tax rate of 12.0 per cent. reflecting a decrease of 0.1 percentage points on the prior year. Included within the effective tax rate is a net benefit of €2.9 million arising from an internal re-organisation. This benefit is made up of a current period tax charge offset mainly by deferred tax assets on future tax deductions. Excluding the impact of this reorganisation, the Group's effective tax rate would have been 14.9 per cent.

Group profit for the financial year

As a result of the factors described above, the Group's profit for the financial year decreased by €63.0 million, or 87.4 per cent., to €9.1 million in the financial year ended 29 February 2020, from €72.1 million in the financial year ended 28 February 2019.

6. SEGMENTAL REPORTING

The Group's four divisions are (1) Great Britain, (2) Ireland, (3) Matthew Clark and Bibendum and (4) International, each of which is described in more detail below.

6.1 Great Britain

Division overview

This division includes the financial results from sale of the Group's own branded products in Scotland, with Tennent's, Caledonia Best, Heverlee and Magners the main brands. This division includes the sale of the Group's portfolio of owned cider brands across the rest of GB, including Magners, Orchard Pig, K Cider and Blackthorn which are distributed in partnership with Budweiser Brewing Group. In addition, the division includes the Tennent's drink distribution business in Scotland. The Group also distributes selected Budweiser Brewing Group brands in Scotland and the Tsingtao and Menabrea international beer brands across the UK. Our primary manufacturing plant and administration centre is located at the Wellpark Brewery in Glasgow.

Division results of operations

Financial year ended
28 February 2021	29 February 2020	28 February 2019 ––––––––––––
347.8	516.9	482.7 ––––––––––––
	(182.8)	(176.4) ––––––––––––
206.8	334.1	306.3 ––––––––––––
	(289.2)	(264.2) ––––––––––––
	44.9	42.1 ––––––––––––
	13.4	13.7 ––––––––––––
2,007	2,626	2,628 ––––––––––––
	–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– (8.4) –––––––––––– (4.1) –––––––––––– ––––––––––––	–––––––––––––––––––––––––––––––––––––––– –––––––––––– –––––––––––– (141.0) –––––––––––– –––––––––––– (215.2) –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Constant currency results of operations

The table below presents the Group's results of operations for the division on a constant currency basis by applying the relevant foreign exchange rates for the financial year ended 28 February 2021 to the Group's results of operations for the financial years ended 29 February 2020 and 28 February 2019. See section 10 (Constant Currency Presentation) below for additional information relating to the application of foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial years ended 29 February 2020 and 28 February 2019.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 347.8 ––––––––––––	–––––––––––– 503.2 ––––––––––––	–––––––––––– 476.4 ––––––––––––
Excise duties (€ millions)	(141.0) ––––––––––––	(178.0) ––––––––––––	(174.2) ––––––––––––
Net revenue (€ millions)	206.8 ––––––––––––	325.2 ––––––––––––	302.2 ––––––––––––
Operating costs (€ millions)	(215.2) ––––––––––––	(281.4) ––––––––––––	(260.6) ––––––––––––
Operating (loss)/profit (€ millions)	(8.4) ––––––––––––	43.8 ––––––––––––	41.6 ––––––––––––
Operating margin (per cent.)	(4.1)	13.5	13.8
	––––––––––––	––––––––––––	––––––––––––

Great Britain results of operations for the financial years ended 28 February 2021 and 29 February 2020

The Group's revenue in the Great Britain division decreased by €169.1 million, or 32.7 per cent., to €347.8 million in the financial year ended 28 February 2021, from €516.9 million in the financial year ended 29 February 2020. On a constant currency basis, revenue decreased by 30.9 per cent. The decrease was primarily due to the closure of the on-trade channel for the majority of the financial year as a result of the COVID-19 pandemic and volume moving into the lower margin off-trade channel. Volume in the Great Britain division decreased by 23.6 per cent. from 2,626 kHL in the financial year ended 29 February 2020 to 2,007 kHL in the financial year ended 28 February 2021. Excise duties decreased by €41.8 million, or 22.9 per cent., to €141.0 million in the financial year ended 28 February 2021 from €182.8 million in the financial year ended 29 February 2020 but increased as a percentage of revenue from 35.4 per cent. to 40.5 per cent. On a constant currency basis, excise duties decreased by 20.8 per cent. As a result, net revenue for the Great Britain division decreased 38.1 per cent. (or 36.4 per cent. on a constant currency basis) in the year. Operating costs decreased by €74.0 million, or 25.6 per cent., to €215.2 million (representing 61.9 per cent. of revenue) in the financial year ended 28 February 2021, from €289.2 million (representing 55.9 per cent. of revenue) in the financial year ended 29 February 2020. On a constant currency basis, operating costs decreased by 23.5 per cent. As a result, operating loss for the Great Britain division in the financial year ended 28 February 2021 was €8.4 million, a change of €53.3 million, from an operating profit €44.9 million for the financial year ended 29 February 2020.

Great Britain results of operations for the financial years ended 29 February 2020 and 28 February 2019

The Group's revenue in the Great Britain division increased by €34.2 million, or 7.1 per cent., to €516.9 million in the financial year ended 29 February 2020, from €482.7 million in the financial year ended 28 February 2019. On a constant currency basis, revenue increased by 5.6 per cent. The increase was primarily due to pricing and mix benefits offsetting modest volume declines. Volume in the Great Britain division decreased by 0.1 per cent. from 2,628 kHL in the financial year ended 28 February 2019 to 2,626 kHL in the financial year ended 29 February 2020. Beer and cider volumes, including both Tennent's and Magners, were lower in part due to less pleasant summer weather in calendar year 2019 compared to calendar year 2018 as well as consumption tied to the FIFA World Cup in men's football in calendar year 2018 only being partially replaced with consumption relating to occasions such as the FIFA Women's World Cup, the ICC Cricket World Cup and the Rugby World Cup in calendar year 2019. In contrast, wholesale distribution and wine volumes increased in the financial year ended 29 February 2020 from those in the financial year ended 28 February 2019, in part due to the launch of the Group's direct-to-store convenience solution. Excise duties increased by €6.4 million, or 3.6 per cent., to €182.8 million in the financial year ended 29 February 2020 from €176.4 million in the financial year ended 28 February 2019 but decreased as a percentage of revenue from 36.5 per cent. to 35.4 per cent. On a constant currency basis, excise duties increased by 2.2 per cent. As a result, net revenue for the Great Britain division increased 9.1 per cent. (or 7.6 per cent. on a constant currency basis) in the year. Operating costs increased by €25.0 million, or 9.5 per cent., to €289.2 million (representing 55.9 per cent. of revenue) in the financial year ended 29 February 2020, from €264.2 million (representing 54.7 per cent. of revenue) in the financial year ended 28 February 2019. On a constant currency basis, operating costs increased by 8.0 per cent. As a result, operating profit increased 6.7 per cent. (or 5.3 per cent. on a constant currency basis) with operating margin decreasing by 30 basis points to 13.4 per cent. compared to 13.7 per cent. for the financial year ended 28 February 2019, reflecting revenue growth in third-party wholesale business.

6.2 Ireland

Division overview

This division includes the financial results from the sale of own branded products on the Island of Ireland, principally Bulmers, Tennent's, Magners, Clonmel 1650, Five Lamps, Heverlee, Roundstone Irish Ale, Linden Village, Dowd's Lane, Seven Summits hard seltzer, Finches and Tipperary Water. The Group also operates the Bulmers Ireland drinks distribution business, a leading distributor of third-party drinks to the licensed on and off-trade in Ireland. The division distributes San Miguel, Tsingtao and Budweiser Brewing Group beer brands across the Island of Ireland. Since July 2020, the Group has also distributed the Budweiser brand on an exclusive basis. Our primary manufacturing plant is located in Clonmel, County Tipperary, with major distribution and administration centres in Dublin and Culcavy, Northern Ireland.

Division results of operations

Financial year ended
28 February 2021	29 February 2020	28 February 2019 ––––––––––––
269.8	327.1	318.3 ––––––––––––
	(99.4)	(99.1) ––––––––––––
166.1	227.7	219.2 ––––––––––––
	(187.2)	(178.9) ––––––––––––
	40.5	40.3 ––––––––––––
	17.8	18.4 ––––––––––––
1,257	1,416	1,359 ––––––––––––
	–––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–––––––––––––––––––––––––––––––––––––––– –––––––––––– –––––––––––– (103.7) –––––––––––– –––––––––––– (171.0) –––––––––––– (4.9) –––––––––––– (3.0) –––––––––––– ––––––––––––

Constant currency results of operations

The table below presents the Group's results of operations for the division on a constant currency basis by applying the relevant foreign exchange rates for the financial year ended 28 February 2021 to the Group's results of operations for the financial years ended 29 February 2020 and 28 February 2019. See section 10 (Constant Currency Presentation) below for additional information relating to the application of foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial years ended 29 February 2020 and 28 February 2019.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 269.8	–––––––––––– 325.3	–––––––––––– 317.5
Excise duties (€ millions)	–––––––––––– (103.7) ––––––––––––	–––––––––––– (99.0) ––––––––––––	–––––––––––– (98.9) ––––––––––––
Net revenue (€ millions)	166.1 ––––––––––––	226.3 ––––––––––––	218.6 ––––––––––––
Operating costs (€ millions)	(171.0) ––––––––––––	(186.1) ––––––––––––	(178.3) ––––––––––––
Operating (loss)/profit (€ millions)	(4.9) ––––––––––––	40.2 ––––––––––––	40.3 ––––––––––––
Operating margin (per cent.)	(3.0)	17.8	18.4
	––––––––––––	––––––––––––	––––––––––––

Ireland results of operations for the financial years ended 28 February 2021 and 29 February 2020

The Group's revenue in the Ireland division decreased by €57.3 million, or 17.5 per cent., to €269.8 million in the financial year ended 28 February 2021, from €327.1 million in the financial year ended 29 February 2020. On a constant currency basis, revenue decreased by 17.1 per cent. The decrease was primarily due to the closure of the on-trade channel for the majority of the financial year as a result of the COVID-19 pandemic and volume moving into the lower margin off-trade channel. Volume in the Ireland division decreased by 11.2 per cent. from 1,416 kHL in the financial year ended 29 February 2020 to 1,257 kHL in the financial year ended 28 February 2021. Excise duties increased by €4.3 million, or 4.3 per cent., to €103.7 million in the financial year ended 28 February 2021 from €99.4 million in the financial year ended 29 February 2020 and increased as a percentage of revenue from 30.4 per cent. to 38.4 per cent. On a constant currency basis, excise duties increased by 4.7 per cent. The year-on-year increase in excise duties was driven by incremental Budweiser sales for which the Group pays duty, with underlying excise duties decreasing 12.7 per cent. on a constant currency basis. As a result, net revenue for the Ireland division decreased 27.1 per cent. (or 26.6 per cent. on a constant currency basis) in the year. Operating costs decreased by €16.2 million, or 8.7 per cent., to €171.0 million (representing 63.4 per cent. of revenue) in the financial year ended 28 February 2021, from €187.2 million (representing 57.2 per cent. of revenue) in the financial year ended 29 February 2020. On a constant currency basis, operating costs decreased by 8.1 per cent. As a result, operating loss for the Ireland division in the financial year ended 28 February 2021 was €4.9 million, a change of €45.4 million, from an operating profit €40.5 million for the financial year ended 29 February 2020.

Ireland results of operations for the financial years ended 29 February 2020 and 28 February 2019 The Group's revenue in the Ireland division increased by €8.8 million, or 2.8 per cent., to €327.1 million in the financial year ended 29 February 2020, from €318.3 million in the financial year ended 28 February 2019. On a constant currency basis, revenue increased by 2.5 per cent. The increase was primarily due to significant volume increases for wholesale and super-premium and craft beer led by the Group's Dublin craft beer, Five Lamps, which offset volume declines for cider and a negative price and mix impact across the division. Volume in the Ireland division increased by 4.2 per cent. from 1,359 kHL in the financial year ended 28 February 2019 to 1,416 kHL in the financial year ended 29 February 2020. Cider volumes, including Bulmers, were lower in part due to less pleasant summer weather in calendar year 2019 compared to calendar year 2018 as well as intense competition in the cider category from, among other things, new product launches by major international brewers that resulted in a decreased market share for Bulmers. In contrast, wholesale distribution and wine volumes increased in the financial year ended 29 February 2020 from those in the financial year ended 28 February 2019, with Bulmers Ireland, the largest "final-mile" distributor on the Island of Ireland, delivering to approximately 4,600 outlets and seeing robust revenue growth. Excise duties increased by €0.3 million, or 0.3 per cent., to €99.4 million in the financial year ended 29 February 2020 from €99.1 million in the financial year ended 28 February 2019 but decreased as a percentage of revenue from 31.1 per cent. to 30.4 per cent. On a constant currency basis, excise duties increased by 0.1 per cent. As a result, net revenue for the Ireland division increased 3.9 per cent. (or 3.5 per cent. on a constant currency basis) in the year. Operating costs increased by €8.3 million, or 4.6 per cent., to €187.2 million (representing 57.2 per cent. of revenue) in the financial year ended 29 February 2020, from €178.9 million (representing 56.2 per cent. of revenue) in the financial year ended 28 February 2019. On a constant currency basis, operating costs increased by 4.4 per cent. As a result, operating profit was broadly flat, increasing by 0.5 per cent. (or decreasing by 0.2 per cent. on a constant currency basis) with operating margin decreasing by 60 basis points to 17.8 per cent. compared to 18.4 per cent. for the financial year ended 28 February 2019.

6.3 Matthew Clark and Bibendum

Division overview

This division includes the results from the Matthew Clark and Bibendum businesses. Matthew Clark is the largest independent distributor to the UK on-trade drinks sector. It offers a range of over 13,000 products, including beers, wines, spirits, cider and soft drinks. Matthew Clark also has a number of exclusive distribution agreements for third-party products (mainly wines but also including spirits) into the UK market and also has a limited range of owned brand wines. It has a nationwide distribution network serving the independent free trade and national accounts. Bibendum is one of the largest wine, spirits and craft beer distributors and wholesalers to the UK on-trade and off-trade, with a particular focus on wine.

Division results of operations

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 378.3 ––––––––––––	–––––––––––– 1,262.7 ––––––––––––	–––––––––––– 1,156.6 ––––––––––––
Excise duties (€ millions)	(40.5) ––––––––––––	(143.1) ––––––––––––	(146.1) ––––––––––––
Net revenue (€ millions)	337.8 ––––––––––––	1,119.6 ––––––––––––	1,010.5 ––––––––––––
Operating costs (€ millions)	(382.3) ––––––––––––	(1,090.6) ––––––––––––	(994.8) ––––––––––––
Operating (loss)/profit (€ millions)	(44.5) ––––––––––––	29.0 ––––––––––––	15.7 ––––––––––––
Operating margin (per cent.)	(13.2) ––––––––––––	2.6 ––––––––––––	1.6 ––––––––––––
Volume (kHL)	1,001 ––––––––––––	2,731 ––––––––––––	2,639 ––––––––––––

Constant currency results of operations

The table below presents the Group's results of operations for the division on a constant currency basis by applying the relevant foreign exchange rates for the financial year ended 28 February 2021 to the Group's results of operations for the financial years ended 29 February 2020 and 28 February 2019. See section 10 (Constant Currency Presentation) below for additional information relating to the application of foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial years ended 29 February 2020 and 28 February 2019.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 378.3 ––––––––––––	–––––––––––– 1,229.2 ––––––––––––	–––––––––––– 1,141.4 ––––––––––––
Excise duties (€ millions)	(40.5) ––––––––––––	(139.3) ––––––––––––	(144.2) ––––––––––––
Net revenue (€ millions)	337.8 ––––––––––––	1,089.9 ––––––––––––	997.2 ––––––––––––
Operating costs (€ millions)	(382.3) ––––––––––––	(1,061.7) ––––––––––––	(981.7) ––––––––––––
Operating (loss)/profit (€ millions)	(44.5) ––––––––––––	28.2 ––––––––––––	15.5 ––––––––––––
Operating margin (per cent.)	(13.2)	2.6	1.6
	––––––––––––	––––––––––––	––––––––––––

Matthew Clark and Bibendum results of operations for the financial years ended 28 February 2021 and 29 February 2020

The Group's revenue in the Matthew Clark and Bibendum division decreased by €884.4 million, or 70.0 per cent., to €378.3 million in the financial year ended 28 February 2021, from €1,262.7 million in the financial year ended 29 February 2020. On a constant currency basis, revenue decreased by 69.2 per cent. The decrease was primarily due to the closure of the on-trade channel, in which the Matthew Clark and Bibendum division predominantly operates and generates approximately 90 per cent. of its net revenue, for the majority of the financial year as a result of the COVID-19 pandemic. Volume in the Matthew Clark and Bibendum division decreased by 63.3 per cent. from 2,731 kHL in the financial year ended 29 February 2020 to 1,001 kHL in the financial year ended 28 February 2021. Excise duties decreased by €102.6 million, or 71.7 per cent., to €40.5 million in the financial year ended 28 February 2021 from €143.1 million in the financial year ended 29 February 2020 and decreased as a percentage of revenue from 11.3 per cent. to 10.7 per cent. On a constant currency basis, excise duties decreased by 70.9 per cent. As a result, net revenue for the Matthew Clark and Bibendum division decreased 69.8 per cent. (or 69.0 per cent. on a constant currency basis) in the year. Operating costs decreased by €708.3 million, or 64.9 per cent., to €382.3 million (representing 101.1 per cent. of revenue) in the financial year ended 28 February 2021, from €1,090.6 million (representing 86.4 per cent. of revenue) in the financial year ended 29 February 2020. On a constant currency basis, operating costs decreased by 64.0 per cent. As a result, operating loss for the Matthew Clark and Bibendum division in the financial year ended 28 February 2021 was €44.5 million, a change of €73.5 million, from an operating profit €29.0 million for the financial year ended 29 February 2020.

Matthew Clark and Bibendum results of operations for the financial years ended 29 February 2020 and 28 February 2019

The Group's revenue in the Matthew Clark and Bibendum division increased by €106.1 million, or 9.2 per cent., to €1,262.7 million in the financial year ended 29 February 2020, from €1,156.6 million in the financial year ended 28 February 2019. On a constant currency basis, revenue increased by 7.7 per cent. The increase was primarily due to pricing and mix benefits with volumes also increasing as a result of the inclusion of 12 months of operations for Matthew Clark and Bibendum within the Group in the financial year ended 29 February 2020 compared to only approximately eleven months from the time of the Group's acquisition of Matthew Clark and Bibendum in April 2018 until the end of the financial year ended 28 February 2019. Volume in the Matthew Clark and Bibendum division increased by 3.5 per cent. from 2,639 kHL in the financial year ended 28 February 2019 to 2,731 kHL in the financial year ended 29 February 2020, with volumes for Magners through Matthew Clark significantly higher year-on-year. Excise duties decreased by €3.0 million, or 2.1 per cent., to €143.1 million in the financial year ended 29 February 2020 from €146.1 million in the financial year ended 28 February 2019 and decreased as a percentage of revenue from 12.6 per cent. to 11.3 per cent. On a constant currency basis, excise duties decreased by 3.4 per cent. As a result, net revenue for the Matthew Clark and Bibendum division increased 10.8 per cent. (or 9.3 per cent. on a constant currency basis) in the year. Operating costs increased by €95.8 million, or 9.6 per cent., to €1,090.6 million (representing 86.4 per cent. of revenue) in the financial year ended 29 February 2020, from €994.8 million (representing 86.0 per cent. of revenue) in the financial year ended 28 February 2019. On a constant currency basis, operating costs increased by 8.1 per cent. As a result, operating profit increased 84.7 per cent. (or 81.9 per cent. on a constant currency basis) with operating margin increasing by 100 basis points to 2.6 per cent., compared to 1.6 per cent. for the financial year ended 28 February 2019, representing operating margin for Matthew Clark of 2.9 per cent. and Bibendum breaking even for the first time since it was acquired by the Group.

6.4 International

Division overview

This division includes the results from sale of the Group's cider and beer products, principally Magners, Gaymers, Wyder's, Blackthorn, Hornsby's and Tennent's in all territories outside of Ireland and Great Britain. It also includes the production, sale and distribution of some private label and thirdparty brands.

Division results of operations

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 26.9 ––––––––––––	–––––––––––– 38.8 ––––––––––––	–––––––––––– 39.7 ––––––––––––
Excise duties (€ millions)	(0.7)	(0.9)	(0.8)
Net revenue (€ millions)	–––––––––––– 26.2	–––––––––––– 37.9	–––––––––––– 38.9
Operating costs (€ millions)	–––––––––––– (28.0)	–––––––––––– (31.5)	–––––––––––– (32.5)
Operating (loss)/profit (€ millions)	–––––––––––– (1.8)	–––––––––––– 6.4	–––––––––––– 6.4
Operating margin (per cent.)	–––––––––––– (6.9)	–––––––––––– 16.9	–––––––––––– 16.5
Volume (kHL)	–––––––––––– 159	–––––––––––– 239	–––––––––––– 253
	––––––––––––	––––––––––––	––––––––––––

Constant currency results of operations

The table below presents the Group's results of operations for the division on a constant currency basis by applying the relevant foreign exchange rates for the financial year ended 28 February 2021 to the Group's results of operations for the financial years ended 29 February 2020 and 28 February 2019. See section 10 (Constant Currency Presentation) below for additional information relating to the application of foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial years ended 29 February 2020 and 28 February 2019.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
Revenue (€ millions)	–––––––––––– 26.9 ––––––––––––	–––––––––––– 37.9 ––––––––––––	–––––––––––– 39.8 ––––––––––––
Excise duties (€ millions)	(0.7) ––––––––––––	(0.9) ––––––––––––	(0.8) ––––––––––––
Net revenue (€ millions)	26.2 ––––––––––––	37.0 ––––––––––––	39.0 ––––––––––––
Operating costs (€ millions)	(28.0) ––––––––––––	(30.6) ––––––––––––	(32.6) ––––––––––––
Operating (loss)/profit (€ millions)	(1.8) ––––––––––––	6.4 ––––––––––––	6.4 ––––––––––––
Operating margin (per cent.)	(6.9)	17.3	16.4
	––––––––––––	––––––––––––	––––––––––––

International results of operations for the financial years ended 28 February 2021 and 29 February 2020

The Group's revenue in the International division decreased by €11.9 million, or 30.7 per cent., to €26.9 million in the financial year ended 28 February 2021, from €38.8 million in the financial year ended 29 February 2020. On a constant currency basis, revenue decreased by 29.0 per cent. The decrease was primarily due to COVID-19 pandemic related closures in the on-trade channel in Central Europe and reduced levels of tourism in the peak summer trading period, which were somewhat offset by stronger performance in the Asia Pacific region. Volume in the International division decreased by 33.5 per cent. from 239 kHL in the financial year ended 29 February 2020 to 159 kHL in the financial year ended 28 February 2021. Excise duties decreased by €0.2 million, or 22.2 per cent., to €0.7 million in the financial year ended 28 February 2021 from €0.9 million in the financial year ended 29 February 2020 but increased as a percentage of revenue from 2.3 per cent. to 2.6 per cent. On a constant currency basis, excise duties also decreased by 22.2 per cent. As a result, net revenue for the International division decreased 30.9 per cent. (or 29.2 per cent. on a constant currency basis) in the year. Operating costs decreased by €3.5 million, or 11.1 per cent., to €28.0 million (representing 104.1 per cent. of revenue) in the financial year ended 28 February 2021, from €31.5 million (representing 81.2 per cent. of revenue) in the financial year ended 29 February 2020. On a constant currency basis, operating costs decreased by 8.5 per cent. As a result, operating loss for the International division in the financial year ended 28 February 2021 was €1.8 million, a change of €8.2 million, from an operating profit €6.4 million for the financial year ended 29 February 2020.

International results of operations for the financial years ended 29 February 2020 and 28 February 2019

The Group's revenue in the International division decreased by €0.9 million, or 2.3 per cent., to €38.8 million in the financial year ended 29 February 2020, from €39.7 million in the financial year ended 28 February 2019. On a constant currency basis, revenue decreased by 4.8 per cent. The decrease was primarily due to volume declines, which were partially offset by pricing and mix benefits. Volume in the International division decreased by 5.5 per cent. from 253 kHL in the financial year ended 28 February 2019 to 239 kHL in the financial year ended 29 February 2020. Core brand volumes were down in North America with new product launches somewhat offsetting the decline. Similarly, volumes were down in Europe and Africa, with Italy and Spain volumes notably reduced from the prior financial year. In contrast, volumes were higher in Australia, which led to marginal volume increases in the Asia Pacific region. Excise duties increased slightly by €0.1 million, or 12.5 per cent., to €0.9 million in the financial year ended 29 February 2020 from €0.8 million in the financial year ended 28 February 2019 and increased as a percentage of revenue from 2.0 per cent. to 2.3 per cent. On a constant currency basis, excise duties also increased by 12.5 per cent. As a result, net revenue for the International division decreased 2.6 per cent. (or 5.1 per cent. on a constant currency basis) in the year. Operating costs decreased by €1.0 million, or 3.1 per cent., to €31.5 million (representing 81.2 per cent. of revenue) in the financial year ended 29 February 2020, from €32.5 million (representing 81.9 per cent. of revenue) in the financial year ended 28 February 2019. On a constant currency basis, operating costs decreased by 6.1 per cent. As a result, operating profit remained flat at €6.4 million with operating margin increasing by 40 basis points (or 90 basis points on a constant currency basis) to 16.9 per cent. compared to 16.5 per cent. for the financial year ended 28 February 2019.

6.5 Revenue and net revenue by geographical region

To prepare a geographical analysis of the Group's revenue and net revenue based on the location of its third-party customers, the Great Britain and Matthew Clark and Bibendum divisions are combined under the Great Britain geography. The Ireland and International divisions directly correspond to the Ireland and International geographies, respectively.

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
	––––––––––––	–––––––––––– (€ millions)	––––––––––––
Revenue
Great Britain	726.1	1,779.6	1,639.3
Ireland	269.8	327.1	318.3
International	26.9 ––––––––––––	38.8 ––––––––––––	39.7 ––––––––––––
Total revenue	1,022.8	2,145.5	1,997.3
Excise duties	––––––––––––	––––––––––––	––––––––––––
Great Britain	(181.5)	(325.9)	(322.5)
Ireland	(103.7)	(99.4)	(99.1)
International	(0.7)	(0.9)	(0.8)
Total excise duties	–––––––––––– (285.9)	–––––––––––– (426.2)	–––––––––––– (422.4)
Net revenue	––––––––––––	––––––––––––	––––––––––––
Great Britain	544.6	1,453.7	1,316.8
Ireland	166.1	227.7	219.2
International	26.2	37.9	38.9
Total net revenue	–––––––––––– 736.9 ––––––––––––	–––––––––––– 1,719.3 ––––––––––––	–––––––––––– 1,574.9 ––––––––––––

7. BALANCE SHEET

The following table sets out the Group's certain balance statement items as at 28 February 2019, 29 February 2020 and 28 February 2021.

	As at ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
	––––––––––––	–––––––––––– (€ millions)	––––––––––––
Non-current assets	989.9	1,006.7	938.3
Current assets	345.7	435.2	491.1
Total assets	1,335.6 ––––––––––––	1,441.9 ––––––––––––	1,429.4 ––––––––––––
Total non-current liabilities	510.3	436.5	431.0
Total current liabilities	379.2 ––––––––––––	450.0 ––––––––––––	400.4 ––––––––––––
Total liabilities	889.5 ––––––––––––	886.5 ––––––––––––	831.4 ––––––––––––
Total equity	446.1	555.4	598.0
	––––––––––––	––––––––––––	––––––––––––

Non-current Assets

Non-current assets decreased by €16.8 million, or 1.7 per cent., to €989.9 million as at 28 February 2021, from €1,006.7 million as at 29 February 2020. The decrease was primarily attributable to a reduction in the carrying value of equity accounted investments, primarily relating to Admiral Taverns as a result of underutilisation of pub assets as a result of COVID-19 pandemic related lockdowns and trading restrictions that were in place for a significant part of the financial year ended 28 February 2021, a reduction in the value of property, plant and equipment that resulted primarily from the disposal of Vermont Hard Cider Company which was classified as a disposal group, asset held for sale, as at 28 February 2021 (see Note 16 to the 2021 Annual Report) and a reduction in the leased right-of-use assets. Offsetting this was the increase in the deferred tax asset as a result of the current year losses and an increase in trade and other receivables classified as non-current.

Non-current assets increased by €68.4 million, or 7.3 per cent., to €1,006.7 million as at 29 February 2020, from €938.3 million as at 28 February 2019. The increase was primarily attributable to the inclusion of leased right-of-use assets with a net carrying amount at 29 February 2020 of €76.7 million on the balance sheet as a result of the Group's application of IFRS 16 (Leases) for the first time in the financial year ended 29 February 2020. The increase was partially offset by a decrease in the amounts of goodwill and intangible assets, primarily an impairment of €34.1 million taken at 29 February 2020 relating to the Group's business in North America (in particular, the Woodchuck suite of brands).

Current Assets

Included in current assets at 28 February 2021 are assets held for sale of €13.9 million related to assets of the Vermont Hard City Company, which was classified as a disposal group, asset held for sale, at 28 February 2021 as outlined in note 16 to the 2021 Annual Report. Current assets decreased by €89.5 million, or 20.6 per cent., to €345.7 million as at 28 February 2021, from €435.2 million as at 29 February 2020. The decrease was primarily attributable to decreases in inventories, including both raw materials and consumables as well as finished goods and goods for resale, all of which decreased in connection with reduced trading resulting from the COVID-19 pandemic, including inventory that became obsolete as a consequence thereof, as well as decreases in trade and other receivables that also resulted from COVID-19 pandemic related reductions in trading, and decreases in cash.

Current assets decreased by €55.9 million, or 11.4 per cent., to €435.2 million as at 29 February 2020, from €491.1 million as at 28 February 2019. The decrease was primarily attributable to lower inventories, primarily of finished goods and goods for resale, some of which was a result of a provision booked for stock that was due to expire in the short to medium term during the COVID-19 pandemic, as well as a decrease in cash.

Non-current Liabilities

Non-current liabilities increased by €73.8 million, or 16.9 per cent., to €510.3 million as at 28 February 2021, from €436.5 million as at 29 February 2020. The increase was primarily attributable to an increase in interest bearing loans and borrowings, most notably the issuance of approximately €140 million equivalent of US Private Placement Notes in March 2020 to diversify, strengthen and extend the maturity of the Group's capital structure and sources of debt finance. The increase was partially offset by a decrease in lease liabilities and retirement benefit obligations.

Non-current liabilities increased by €5.5 million, or 1.3 per cent., to €436.5 million as at 29 February 2020, from €431.0 million as at 28 February 2019. The increase was primarily attributable to the inclusion of lease liabilities on the balance sheet, which was largely offset by a decrease in non-current interest bearing loans and borrowings.

Current Liabilities

Current liabilities decreased by €70.8 million, or 15.7 per cent., to €379.2 million as at 28 February 2021, from €450.0 million as at 29 February 2020. The decrease was primarily attributable to a decrease in trade and other payables, which was partially offset by increases in interest bearing loans and borrowings relating to loans maturing in calendar year 2021.

Current liabilities increased by €49.6 million, or 12.4 per cent., to €450.0 million as at 29 February 2020, from €400.4 million as at 28 February 2019. The increase was primarily attributable to an increase in trade and other payables, together with the inclusion of lease liabilities on the balance sheet, which was partially offset by a decrease in current interest bearing loans and borrowings that resulted from the payment of instalment payments of the financial year ended 29 February 2020.

8. LIQUIDITY AND CAPITAL RESOURCES

8.1 Overview

The Group's primary sources of liquidity are the cash flows generated from its operations, along with third-party debt and short-term facilities. The primary use of this liquidity is to fund the Group's operations and, to a lesser extent, capital expenditure.

8.2 Cash flows for the financial years ended 28 February 2021, 29 February 2020 and 28 February 2019

	Financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
		(€ millions)
Cash at beginning of year	123.4 ––––––––––––	144.4 ––––––––––––	145.5 ––––––––––––
Net cash (outflow)/inflow from operating activities (A) .	(94.6)	165.0	113.0
Net cash outflow from investing (B)	(9.2)	(25.5)	(22.0)
Net cash inflow/(outflow) from financing activities (C) .	86.4 ––––––––––––	(159.5) ––––––––––––	(93.1) ––––––––––––
Total cash flows (A+B+C)	(17.4) ––––––––––––	(20.0) ––––––––––––	(2.1) ––––––––––––
Translation adjustments	1.7 ––––––––––––	(1.0) ––––––––––––	1.0 ––––––––––––
Cash at end of financial year	107.7	123.4	144.4

Net cash (outflow)/inflow from operating activities

Net cash outflow from operating activities was €94.6 million in the financial year ended 28 February 2021, primarily attributable to the impact of the COVID-19 pandemic on the Group's short-term profitability and the related impact on working capital. The reduction in the Group's receivables purchase programme, as a direct consequence of reduced trading, is a primary driver of the working capital outflow in the year. The contribution to year end Group cash from the receivables purchase programme was €45.0 million compared to €131.4 million (€129.0 million on a constant currency basis) at 29 February 2020 – a cash outflow of €84.0 million. Partly offsetting the impact of the receivables purchase programme, during the year the Group engaged with the UK and Irish tax authorities to secure deferrals on certain tax payments due, and as at 28 February 2021 this amounted to €77.4 million.

Net cash inflow from operating activities increased by €52.0 million, or 46.0 per cent., to €165.0 million in the financial year ended 29 February 2020, from €113.0 million in the financial year ended 28 February 2019. The increase was primarily attributable to working capital improvements that offset lower profit for the financial year.

Net cash outflow from investing

Net cash outflow from investing was €9.2 million in the financial year ended 28 February 2021, primarily due to the purchase of plants and machinery, the equity investment into Admiral Taverns offset by proceeds from the disposal of the Tipperary Water Cooler business.

Net cash outflow from investing was €25.5 million in the financial year ended 29 February 2020, primarily due to the purchase of plants and machinery, the equity investment into Admiral Taverns offset by proceeds from the sale of an equity accounted investment in a Canadian company.

Net cash outflow from investing was €22.0 million in the financial year ended 28 February 2019, primarily due to the purchase of plants and machinery.

Net cash inflow/(outflow) from financing activities

Net cash inflow from financing activities was €86.4 million in the financial year ended 28 February 2021, primarily due to the Group's issuance of the US Private Placement Notes in March 2020 offset by lease payments.

Net cash outflow from financing activities was €159.5 million in the financial year ended 29 February 2020, primarily due to net reduction of the Group's debt, the cost of shares purchased under the Group's share buyback programme, dividends paid and the impact of IFRS 16 to include repayment of lease liabilities.

Net cash outflow from financing activities was €93.1 million in the financial year ended 28 February 2019, primarily due to net repayment of the Group's debt and dividends paid.

8.3 Capital expenditure

Cash outflows with respect to the Group's capital expenditures primarily include the purchase of property, plant and equipment (which amounted to €8.4 million, €15.3 million and €19.0 million in the financial years ended 28 February 2021, 29 February 2020 and 28 February 2019, respectively) and the purchase of intangible assets (which amounted to €1.6 million, €4.5 million and €3.1 million in the financial years ended 28 February 2021, 29 February 2020 and 28 February 2019, respectively). The Group suspended unnecessary and uncommitted capital expenditure in the financial year ended 28 February 2021 to protect liquidity in light of the impact of the COVID-19 pandemic on its business.

8.4 Contingent liabilities

The Group has certain contingent liabilities that are discussed in Note 27 to the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

8.5 Off-balance sheet commitments

The Group has a receivables securitisation agreement as outlined in section 16.4 (Receivables Securitisation Agreement) of Part XI (Additional Information).

The Group is not a party to any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

9. KEY PERFORMANCE INDICATORS

The following KPIs are measures used by the Group's management to monitor and manage operational risk and financial performance. For information regarding the calculation of the KPIs, some of which are APMs, see "Selected Financial Information" and "Important Information—Certain non-IFRS measures".

	As at and for the financial year ended ––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Net revenue (€ millions)	736.9	1,719.3	1,574.9
Adjusted EBITDA (€ millions)	(28.8)	153.6	120.0
Adjusted EBITDA (excluding leases) (€ millions)	(49.9)	131.9	120.0
Operating (loss)/profit before exceptional items
(€ millions)	(59.6)	120.8	104.5
Operating margin before exceptional items (per cent.)	(8.1)	7.0	6.6
Basic (loss)/earnings per share (€ cent)	(33.8)	2.9	23.4
Adjusted diluted (loss)/earnings per share (€ cent)	(22.9)	29.6	26.6
Exceptional items after tax (€ millions)	(33.7)	(82.7)	(10.0)
Dividend per share (€ cent)	–	5.5	15.3
Dividend payout ratio (per cent.)	–	18.6	57.6
Free cash flow (€ millions)	(103.6)	145.6	91.0
Free cash flow (excluding exceptional cash
outflow) (€ millions)	(91.2)	155.1	96.9
Free cash flow conversion ratio (per cent.)	–	94.8	75.8
Free cash flow (excluding exceptional cash outflow)
conversion ratio (per cent.)	–	101.0	80.8
Gross debt (excluding leases) (€ millions)	470.0	357.0	446.0
Net debt (€ millions)	441.9	326.9	301.6
Net debt (excluding leases) (€ millions)	362.3	233.6	301.6
Net debt/Adjusted EBITDA (multiple)	(15.34x)	2.13x	2.51x
Net interest expense (€ millions)	(22.9)	(14.9)	(14.5)
Interest Cover Ratio (multiple)	(2.18x)	8.85x	8.28x
Leverage Ratio (multiple)	–	1.77x	2.51x
Liquidity (€ millions)	314.6	335.3	322.9
CO2 emissions (tonnes)	26,865	32,729	38,092
Waste sent to landfill (tonnes)	0	0	0
Workplace safety accident rate (per 100,000 hours)	0.54	0.52	1.02

10. CONSTANT CURRENCY PRESENTATION

Comparisons for revenue, net revenue and operating profit before exceptional items for each of the Group's reporting divisions are shown at constant exchange rates for transactions by subsidiary undertakings in currencies other than their functional currency and for translation in relation to the Group's sterling and US dollar denominated subsidiaries by restating the prior financial year at current financial year's average rates.

For the financial year ended 28 February 2021, the average rate for the translation of results from sterling currency operations was €1:£0.8959 (financial year ended 29 February 2020: €1:£0.8721; financial year ended 28 February 2019: €1:£0.8841) and from US dollar operations was €1:\$1.1602 (financial year ended 29 February 2020: €1:\$1.1132; financial year ended 28 February 2019: €1:\$1.1664).

The impact of applying foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial year ended 29 February 2020 is as follows.

	Financial year ended 29 February 2020 –––––––––––––––––––––––––––––––––––––––––––––––––––––
	Actual	FX transaction	FX transaction	Constant transaction ––––––––––––
	–––––––––––– –––––––––––– –––––––––––– (€ millions)
Revenue
Great Britain	516.9	–	(13.7)	503.2
Ireland	327.1	–	(1.8)	325.3
Matthew Clark and Bibendum	1,262.7	–	(33.5)	1,229.2
International	38.8	–	(0.9)	37.9
Total	–––––––––––– 2,145.5	–––––––––––– –	–––––––––––– (49.9)	–––––––––––– 2,095.6
Net revenue	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Great Britain	334.1	–	(8.9)	325.2
Ireland	227.7	–	(1.4)	226.3
Matthew Clark and Bibendum	1,119.6	–	(29.7)	1,089.9
International	37.9	–	(0.9)	37.0
Total	–––––––––––– 1,719.3	–––––––––––– –	–––––––––––– (40.9)	–––––––––––– 1,678.4
Operating profit before exceptional items	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Great Britain	44.9	0.1	(1.2)	43.8
Ireland	40.5	–	(0.3)	40.2
Matthew Clark and Bibendum	29.0	–	(0.8)	28.2
International	6.4	–	–	6.4
Total	–––––––––––– 120.8 ––––––––––––	–––––––––––– 0.1 ––––––––––––	–––––––––––– (2.3) ––––––––––––	–––––––––––– 118.6 ––––––––––––

The impact of applying foreign currency exchange rates for the financial year ended 28 February 2021 to the results for the financial year ended 28 February 2019 is as follows.

	Financial year ended 28 February 2019 –––––––––––––––––––––––––––––––––––––––––––––––––––––
	Actual	FX transaction	FX transaction	Constant transaction ––––––––––––
	–––––––––––– –––––––––––– –––––––––––– (€ millions)
Revenue
Great Britain	482.7	–	(6.3)	476.4
Ireland	318.3	–	(0.8)	317.5
Matthew Clark and Bibendum	1,156.6	–	(15.2)	1,141.4
International	39.7 ––––––––––––	– ––––––––––––	0.1 ––––––––––––	39.8 ––––––––––––
Total	1,997.3	–	(22.2)	1,975.1
Net revenue	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Great Britain	306.3	–	(4.1)	302.2
Ireland	219.2	–	(0.6)	218.6
Matthew Clark and Bibendum	1,010.5	–	(13.3)	997.2
International	38.9	–	0.1	39.0
Total	–––––––––––– 1,574.9	–––––––––––– –	–––––––––––– (17.9)	–––––––––––– 1,557.0
Operating profit before exceptional items	––––––––––––	––––––––––––	––––––––––––	––––––––––––
Great Britain	42.1	0.1	(0.6)	41.6
Ireland	40.3	0.1	(0.1)	40.3
Matthew Clark and Bibendum	15.7	–	(0.2)	15.5
International	6.4	–	–	6.4
Total	–––––––––––– 104.5	–––––––––––– 0.2	–––––––––––– (0.9)	–––––––––––– 103.8

–––––––––––– –––––––––––– –––––––––––– ––––––––––––

11. CONTRACTUAL OBLIGATIONS AND COMMITMENTS

11.1 Borrowings

The table below presents the Group's interest bearing loans and borrowings as at the dates indicated.

	As at ––––––––––––––––––––––––––––––––––––––––
	28 February 2021	29 February 2020	28 February 2019
	––––––––––––	–––––––––––– (€ millions)	––––––––––––
Current
Unsecured loans repayable by one repayment on maturity	0.8	0.8	1.2
Unsecured loans repayable by instalment	(50.6)	(34.0)	(56.4)
Private Placement notes repayable by one repayment
on maturity	0.1	–	–
Total current	–––––––––––– (49.7)	–––––––––––– (33.2)	–––––––––––– (55.2)
Non-current	––––––––––––	––––––––––––	––––––––––––
Unsecured loans repayable by one repayment
on maturity	(241.3)	(235.5)	(268.6)
Unsecured loans repayable by instalment	(37.5)	(88.3)	(122.2)
Private Placement notes repayable by one repayment
on maturity	(141.5)	–	–
Total non-current	–––––––––––– (420.3)	–––––––––––– (323.8)	–––––––––––– (390.8)
Total borrowings	–––––––––––– (470.0)	–––––––––––– (357.0)	–––––––––––– (446.0)

In July 2018, the Group amended and updated its committed €450.0 million multi-currency five year syndicated revolving loan facility and executed a three-year euro term loan. Both the multi-currency facility and the euro term loan were negotiated with ABN Amro Bank, Allied Irish Bank, Bank of Ireland, Bank of Scotland, Barclays Bank, HSBC, Rabobank and Ulster Bank.

During the financial year ended 29 February 2020, the Group availed of an option within its multicurrency revolving loan facility agreement to extend the tenure for a further 364 days from termination date. The multi-currency facility agreement is therefore now repayable in a single instalment on 11 July 2024. The euro term loan is repayable in instalments, with the last instalment payable on 12 July 2022. As of the date of this Prospectus, the outstanding amount under the euro term loan is €82.5 million.

In March 2020, the Group completed the successful issue of approximately €140 million equivalent of US Private Placement Notes. The unsecured notes have maturities of ten and twelve years and diversify the Group's sources of debt finance. The Group's euro term loan included a mandatory prepayment clause from the issuance of any debt capital market instruments; however, a waiver of the prepayment was successfully negotiated in addition to a waiver of a July 2020 repayment, as a consequence of COVID-19, which now becomes payable with the last instalment in July 2022.

Given the anticipated impact the COVID-19 pandemic would have on financial covenant tests pursuant to the Revolving Credit Facility, the Term Loan Facility and the US Private Placement Notes, during 2020 and 2021 the Group negotiated pre-emptive waivers of the financial covenants for the Revolving Credit Facility, the Term Loan Facility and the US Private Placement Notes for the financial year ended 28 February 2021, and these have been extended up to, but not including, the 31 August 2022 test date whether or not the Rights Issue is completed. Conditional on the completion of a Minimum Equity Raise by 31 July 2021, the debt covenants for 31 August 2022 were also renegotiated to increase the threshold of the Group's Leverage Ratio covenant to not exceed 4.5x and to reduce the Interest Cover Ratio covenant to be not less than 2.5x.

As part of the agreement reached to waive the debt covenants, a minimum liquidity requirement and a gross debt restriction have been put in place. Where a Minimum Equity Raise is not completed by 31 July 2021, the minimum liquidity requirement and a gross debt restriction will remain in place until the Group is able to show compliance with its original debt covenant levels at the 31 August 2022 or any subsequent test date, and, with respect to the minimum liquidity requirement, the Group must maintain liquidity of at least €150 million each month (except for July 2021 and December 2021 when the minimum amount of liquidity is €120 million, June 2022 when the minimum amount of liquidity is €80 million and July 2022 when the minimum amount of liquidity is €100 million).

If a Minimum Equity Raise is completed by 31 July 2021, the minimum liquidity requirement and a gross debt restriction will remain in place until the Group is able to show compliance with its original debt covenant levels at the 28 February 2023 or any subsequent test date, and, with respect to the minimum liquidity requirement, the Group must maintain liquidity of at least €150 million each month. A monthly gross debt cap of €750 million applied in the financial year ended 28 February 2021 and will continue during the financial year ending 28 February 2022 but will reduce to €700 million following a Minimum Equity Raise. The minimum liquidity requirement and gross debt restriction can be lifted earlier in certain circumstances.

11.2 Defined benefit pension scheme

For a description of the Group's retirement benefit obligations, see Note 23 to the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

12. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

For a description of the Group's critical accounting judgements and key sources of estimation uncertainty, see Statement of Accounting Policies – Significant Judgements and Estimates in the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

13. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a description of the Group's management of credit risk, liquidity risk, commodity price risk, currency risk and interest rate risk, see Note 24 to the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference).

PART IX

CAPITALISATION AND INDEBTEDNESS

The following tables show the capitalisation and indebtedness of the Group as at 28 February 2021.

Capitalisation

The following figures have been extracted from the Group's financial statements as at 28 February 2021.

	As at 28 February 2021
	–––––––––––– (€ millions)
Total current debt(1)	68.6
Guaranteed	–
Secured	–
Unguaranteed/unsecured (1)	68.6
Total non-current debt (excluding current portion of long-term debt)(2) .	481.0
Guaranteed	–
Secured	–
Unguaranteed/unsecured (2)	481.0
Shareholders' equity	221.1
Share capital	3.2
Legal reserve	–
Other reserves(3)	217.9 ––––––––––––
Total capitalisation	770.7
	––––––––––––

(1) Current financial debt includes €18.9 million of liabilities related to leases and €49.7 million related to interest bearing loans and borrowings (net of €1.0 million of prepaid issue costs).

(2) Non-current financial debt includes €60.7 million of liabilities related to leases and €420.3 million related to interest bearing loans and borrowings (net of €2.9 million of prepaid issue costs).

(3) Other reserves excludes €225.0 million of retained income.

The Group repaid £5.0 million of debt in April 2021. Leases have reduced by approximately €3.5 million since 28 February 2021, primarily because of payments. There have been no other material changes in the capitalisation of the Group since 28 February 2021.

Financial Indebtedness

The following figures have been extracted from the Group's financial statements as at 28 February 2021.

	As at 28 February 2021
	–––––––––––– (€ millions)
A. Cash (1)	(107.7)
B. Cash equivalent C. Other current financial assets	– –
	––––––––––––
D. Liquidity (A + B + C)	(107.7) ––––––––––––
E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)(2) F. Current portion of non-current financial debt	68.6 – ––––––––––––
G. Current financial indebtedness (E + F)	68.6 ––––––––––––
H. Net current financial indebtedness (G + D)	(39.1) ––––––––––––
I. Non-current financial debt (excluding current portion and debt instruments)(3) J. Debt instruments K. Non-current trade and other payables	481.0 – –
L. Non-current financial indebtedness (I + J + K)	–––––––––––– 481.0
O. Net debt (H + L)	–––––––––––– 441.9
	––––––––––––

(1) Cash comprises cash on hand, bank current accounts and other bank deposits.

(2) Current financial debt includes €18.9 million of liabilities related to leases and €49.7 million related to interest bearing loans and borrowings (net of €1.0 million of prepaid issue costs).

(3) Non-current financial debt includes €60.7 million of liabilities related to leases and €420.3 million related to interest bearing loans and borrowings (net of €2.9 million of prepaid issue costs).

Contingent Liabilities

The Group has certain contingent liabilities that are discussed in Note 27 to the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information— Information incorporated by reference).

PART X

TAXATION

1. UNITED KINGDOM TAXATION

1.1 Scope of Summary

The comments below are of a general nature and not intended to be exhaustive. The following is a summary of the material United Kingdom tax considerations applicable to Qualifying Certificated Shareholders and Qualifying CDI Holders who are resident (and, in the case of individuals, domiciled) in the United Kingdom for United Kingdom tax purposes and who are the beneficial owners of New Ordinary Shares or New CDIs ("UK Shareholders"). The summary contained in this section 1 of Part X (Taxation) is based on the Company's understanding of existing United Kingdom tax law and of the published practice of Her Majesty's Revenue and Customs ("HMRC") as of the Latest Practicable Date (which may not be binding on HMRC and is subject to change, possibly with retrospective effect). Legislative, administrative or judicial changes may modify the tax consequences described in this section 1 of Part X (Taxation), possibly with retroactive effect. Furthermore, the Company can provide no assurances that the tax consequences contained in this summary will not be challenged by HMRC or will be sustained by a United Kingdom court if they were to be challenged.

The following summary does not constitute tax advice and is intended only as a general guide. It relates only to certain limited aspects of the United Kingdom taxation treatment of UK Shareholders. It may not apply to certain UK Shareholders, such as traders, broker-dealers, dealers in securities, intermediaries, insurance companies and collective investment schemes, shareholders who have (or are deemed to have) acquired their New Ordinary Shares or New CDIs by virtue of an office or employment or who are officers or employees or individual shareholders who own 10 per cent. or more of the issued share capital of the Company (including in certain circumstances, shares comprised in a settlement of which the shareholder is a settlor and shares held by a connected person as well as shares transferred by a shareholder pursuant to a repurchase or stock lending arrangement). Such persons may be subject to special rules. The following statements may not apply where the Company offers scrip dividends in lieu of cash. Shareholders should consult their own tax advisers about the United Kingdom tax consequences (and the tax consequences under the laws of other relevant jurisdictions), which may arise as a result of the acquisition, ownership and disposition of New Ordinary Shares or New CDIs in the future. In particular, Shareholders should be aware that the tax legislation of any jurisdiction where a Shareholder is resident or otherwise subject to taxation may have an impact on the tax consequences of an investment in the New Ordinary Shares or New CDIs including in respect of any income received from the New Ordinary Shares or New CDIs.

1.2 The Rights Issue

Reorganisation of share capital

The issue of the New Ordinary Shares (including CDIs representing those New Ordinary Shares) by the Company to UK Shareholders by way of rights should constitute a reorganisation of the Company's share capital for the purposes of United Kingdom taxation of chargeable gains. Accordingly, a UK Shareholder should not be treated as making a disposal, for the purposes of the taxation of chargeable gains, of any part of their existing holding of Ordinary Shares (including Shares represented by CDIs) by reason of taking up their rights to New Ordinary Shares. No liability to taxation on chargeable gains should arise in respect of the issue of New Ordinary Shares to the extent that a UK Shareholder takes up their full entitlement to New Ordinary Shares.

For the purposes of the taxation of chargeable gains, if and to the extent that a UK Shareholder takes up all or any of their rights to the New Ordinary Shares (including CDIs representing those New Ordinary Shares), their existing holding of Ordinary Shares (including Shares represented by CDIs) and their New Ordinary Shares should be treated as the same asset, acquired at the time they acquired their existing Ordinary Shares. The amount paid for the New Ordinary Shares should generally be added to the base cost of their existing holding of Ordinary Shares.

Disposals of rights

If a UK Shareholder sells or otherwise disposes of (or is deemed to dispose of) all or any of the New Ordinary Shares provisionally allotted to it, or their rights to them (including CDI Rights), or if a UK Shareholder allows or is deemed to have allowed their rights to lapse and receives a cash payment in respect of them, they may, depending on their circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals), incur a liability to taxation on any chargeable gain realised.

However, if the proceeds resulting from a lapse or disposal of the rights to acquire New Ordinary Shares (including CDI Rights) are "small" as compared with the market value (on the date of the lapse or disposal) of that UK Shareholder's existing holding of Ordinary Shares (including Shares represented by CDIs), such a UK Shareholder should not generally be treated as making a disposal for the purposes of the taxation of chargeable gains. The proceeds should instead normally be deducted from the base cost of the relevant existing holding of Ordinary Shares for the purposes of computing any chargeable gain or allowable loss on a subsequent disposal. The current practice of HMRC is generally to treat the proceeds as "small" where either: (i) the proceeds of the lapse or disposal of rights do not exceed 5 per cent. of the market value (at the date of the lapse or disposal) of the existing holding of Ordinary Shares in respect of which the rights arose or (ii) the amount of the proceeds is £3,000 or less, regardless of whether the 5 per cent. test is satisfied. This treatment will not apply where a UK Shareholder's base cost in their existing holding of Ordinary Shares is less than the proceeds resulting from the lapse or disposal. If that is the case, such a UK Shareholder will instead be treated as making a disposal for the purposes of tax on chargeable gains upon the lapse or disposal of all or any of the New Ordinary Shares provisionally allotted to it, or their rights to them (including CDI Rights). Such a UK Shareholder may elect for the proceeds of such a disposal to be reduced by the base cost (if any) which it has in their existing holding of Ordinary Shares. A consequence of such an election would be that the UK Shareholder's base cost in their existing holding of Ordinary Shares would not then be allowable as a deduction in computing any gain accruing on any subsequent occasion.

1.3 Dividends

If a UK Shareholder receives a dividend on his or her New Ordinary Shares (including New Ordinary Shares represented by CDIs) and Irish tax is withheld from the payment of the dividend (see Irish tax considerations in section 2 below for comments on the withholding tax position), credit for the Irish tax may be available for set-off against any liability to UK corporation tax or UK income tax on the dividend pursuant to the terms of the double taxation treaty between the United Kingdom and Ireland. The amount of the credit will normally be equal to the lesser of: (i) the amount withheld once appropriate double tax treaty claims have been made by the UK Shareholder to account for Irish withholding tax suffered; and (ii) any liability to UK tax on the dividend. The credit will not normally be available for set-off against a UK Shareholder's liability to UK tax other than on the dividend and, to the extent that the credit is not set off against UK tax on the dividend, the credit will be lost.

Individuals

UK Shareholders who are within the charge to UK income tax will pay no tax on their cumulative dividend income in a tax year up to an annual dividend allowance (£2,000, for the 2021/22 tax year). The rates of income tax on dividends received above the annual dividend allowance are, as at the Last Practicable Date: (i) 7.5 per cent. for basic rate taxpayers; (ii) 32.5 per cent. for higher rate taxpayers; and (iii) 38.1 per cent. for additional rate taxpayers. Dividend income that is within the dividend allowance counts towards an individual's basic and/or higher rate limits and will therefore affect the rate of tax that is due on any dividend income in excess of the annual dividend allowance.

Corporate shareholders

UK Shareholders who are within the charge to UK corporation tax will be subject to UK corporation tax on any dividends on the New Ordinary Shares (including New Ordinary Shares represented by CDIs) unless and to the extent that the conditions for exemption under UK taxation law are satisfied.

1.4 Taxation of chargeable gains on a subsequent disposal of New Ordinary Shares

A disposal or deemed disposal of New Ordinary Shares (including New Ordinary Shares represented by CDIs) by a UK Shareholder may, depending on the UK Shareholder's particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of capital gains tax or corporation tax on chargeable gains.

Individuals who are temporarily non-resident in the UK may, in certain circumstances, be subject to capital gains tax in respect of gains realised on a disposal of New Ordinary Shares (including New Ordinary Shares represented by CDIs) during their period of non-residence.

1.5 United Kingdom Stamp Duty and SDRT

Rights Issue

No UK stamp duty or SDRT will generally be payable on: the issue of Provisional Allotment Letters, split letters of allotment or definitive share certificates in respect of New Ordinary Shares; the registration of the original holders of Provisional Allotment Letters or their renouncees; the crediting of CDI Rights to stock accounts in CREST; or issue in book-entry form of the New Ordinary Shares or issue of CDIs.

The transfer of Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter or CDI Rights held in CREST on or before the latest time for registration or renunciation or transfer, will not be liable to UK stamp duty and will not be subject to UK SDRT provided that such rights are not at any time registered in a register that is kept in the UK.

Subsequent Transfers

No UK stamp duty will be payable in respect of an electronic transfer of New Ordinary Shares for which no written instrument of transfer is used.

No UK stamp duty will be payable on a written instrument of transfer of New Ordinary Shares if that transfer instrument is executed outside the UK and does not relate to any property situated in the UK or to any other matter or thing done or to be done in the UK (which may include, without limitation, the involvement of UK bank accounts in payment mechanics).

No UK SDRT will arise in respect of an agreement to transfer New Ordinary Shares, provided that the New Ordinary Shares are not at any time registered in a register that is kept in the UK or paired with shares issued by a body corporate incorporated in the UK.

No UK stamp duty will arise on transfers of CDIs within the CREST System, on the assumption that no written instrument of transfer is used to effect such a transfer.

No UK SDRT will arise on transfers of CDIs within the CREST System, provided that (i) the New Ordinary Shares represented by the CDIs are of the same class as shares in the Company that are listed on a 'recognised stock exchange' for UK tax purposes, (ii) the New Ordinary Shares are not at any time registered in a register that is kept in the UK, and (iii) the Company (as a non-UK incorporated company) remains centrally managed and controlled outside the UK. New Ordinary Shares that are included in the UK official list and admitted to trading on the main market of the London Stock Exchange, and/or officially listed in Ireland and admitted to trading on the main market of Euronext Dublin, are regarded as listed on a recognised stock exchange for UK tax purposes.

No UK SDRT will arise on transfers of CDIs Rights within the CREST System, provided that (i) the rights represented by the CDI Rights are of the same class as securities in the Company that are listed on a 'recognised stock exchange' for UK tax purposes, (ii) the rights represented by the CDI Rights are not at any time registered in a register that is kept in the UK and (iii) the Company (as a non-UK incorporated company) remains centrally managed and controlled outside the UK. Rights represented by the CDI Rights that are included in the Official List and admitted to trading on the main market of the London Stock Exchange, and/or officially listed in Ireland and admitted to trading on the main market of Euronext Dublin, are regarded as listed on a recognised stock exchange for UK tax purposes.

THE UNITED KINGDOM TAX CONSIDERATIONS SUMMARISED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER SHOULD CONSULT THEIR OWN TAX ADVISER AS TO THE PARTICULAR TAX CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

2. IRISH TAXATION

2.1 The comments below are of a general nature and not intended to be exhaustive. The following is a general summary of the material Irish tax considerations and do not purport to be a complete analysis of all potential Irish tax consequences applicable to acquiring, holding or disposing of the Ordinary Shares. The summary contained in this section 2.1 of this Part X (Taxation) is based on the Company's understanding of existing Irish tax legislation and what is understood to be the current practice of Irish Revenue Commissioners ("Irish Revenue") as of the Latest Practicable Date (which may not be binding on Irish Revenue), both of which may change, possibly with retroactive effect. Furthermore, the Company can provide no assurances that the tax consequences contained in this summary will not be challenged by Irish Revenue or will be sustained by an Irish court if they were to be challenged.

The following summary does not constitute tax advice and is intended only as a general guide. It relates only to certain limited aspects of the Irish taxation treatment of Shareholders and is intended to apply only to Shareholders who are the absolute beneficial owners of their Ordinary Shares, and who hold, and will hold, them as investments (and not as securities to be realised in the course of a trade). These comments may not apply to certain Shareholders, such as traders, broker-dealers, dealers in securities, intermediaries, close companies, insurance companies, collective investment schemes, Shareholders who are exempt from taxation and Shareholders who have (or are deemed to have) acquired their Ordinary Shares by virtue of an office or employment. Such persons may be subject to special rules. This section is not intended to be, and should not be construed to be, legal or taxation advice to any particular Shareholder. All Shareholders are advised to consult their professional advisers on their tax position, based on their own particular circumstances, before taking any action in respect of the Ordinary Shares. In particular, Shareholders should be aware that the tax legislation of any jurisdiction where a Shareholder is resident or otherwise subject to taxation may have an impact on the tax consequences of an investment in the New Ordinary Shares including in respect of any income received from the New Ordinary Shares.

2.2 This Rights Issue

Reorganisation of share capital

The issue of the New Ordinary Shares (including CDIs and New Euroclear Shares representing those New Ordinary Shares) by the Company to Qualifying Shareholders, by way of the Rights Issue should be treated as a reorganisation of the Company's share capital for the purposes of Irish taxation of chargeable gains. For the purposes of the taxation of chargeable gains, if and to the extent that a Qualifying Shareholder takes up all or any of their rights to the New Ordinary Shares (including CDIs and New Euroclear Shares representing those New Ordinary Shares), the New Ordinary Shares issued to Qualifying Shareholders in accordance with their pro rata entitlements as Qualifying Shareholders should be treated as the same asset, acquired at the time they acquired the Existing Ordinary Shares. The amount paid for the New Ordinary Shares should generally be added to the base cost of their Existing Ordinary Shares for tax purposes (which will be treated as including the New Ordinary Shares). New Ordinary Shares (including CDIs and New Euroclear Shares representing those New Ordinary Shares) acquired under the Rights Issue in excess of a Qualifying Shareholder's entitlement shall be treated as a new and separate acquisition of these shares.

Disposal of rights

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

If a Qualifying Shareholder sells or otherwise disposes of (or is deemed to dispose of) all or part of the New Ordinary Shares provisionally allotted to it, or their rights to subscribe for the New Ordinary Shares (in each case including CDIs and New Euroclear Shares representing those New Ordinary Shares), or if a Qualifying Shareholder allows or is deemed to have allowed their rights to lapse and receives a cash payment in respect of them, they may, depending on their circumstances, incur a liability to tax on any capital gain realised.

The rate of capital gains tax in Ireland is currently 33 per cent. An individual is entitled to a small gains exemption annually whereby currently the first €1,270 of an individual's chargeable gain is exempt.

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies

A holder of Ordinary Shares (who does not hold their shares in connection with a trade carried on by them in Ireland through a branch or agency) should not be subject to Irish capital gains tax on a disposal of such Ordinary Shares provided that such holder is neither resident nor ordinarily resident in Ireland at the time of the disposal and so long as the shares remain listed on a recognised stock exchange. To the extent that the shares were not listed on a recognised stock exchange, a charge to Irish CGT (as defined below) should only arise where the shares derive the greater part of their value from Irish land, minerals or mineral rights. Notwithstanding this, a holder who is an individual and who is temporarily a non-resident of Ireland may under anti-avoidance legislation be liable to Irish capital gains tax on any chargeable gain realised (subject to the availability of any applicable exemptions or reliefs).

2.3 Dividends

Individuals

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes)

Shareholders who are Irish tax resident individuals (i.e. individuals who are resident or ordinarily resident in Ireland for tax purposes) and within the charge to Irish income tax, should pay Irish income tax on their cumulative dividend income in a tax year. In the case of an individual Shareholder who is liable to income tax at the standard rate only, the Shareholder should be subject to Irish income tax on their cumulative dividend income at a rate of 20 per cent. (plus Universal Social Charge ("USC") and pay-related social insurance ("PRSI"), if applicable). In the case of an individual Shareholder who is liable to income tax at the higher rate of income tax, the individual Shareholder should be subject to Irish income tax on their cumulative dividend income at a rate of 40 per cent. (plus USC and PRSI, if applicable).

Individual Shareholders within the charge to Irish income tax may be entitled to a credit against their income tax liability for any amount of Irish dividend withholding tax ("DWT") withheld by the Company. Further details on when DWT may apply and any exemptions available are set out in paragraph 2.6 of this Part X (Taxation). Where the amount of DWT withheld exceeds that individual Shareholder's Irish income tax liability a refund of the balance may be claimed from the Irish Revenue when filing a tax return for the relevant tax year.

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes)

Shareholders who are non-Irish tax resident individuals (i.e. individuals who are not resident or ordinarily resident in Ireland for tax purposes) and correctly receive dividends in respect of the Ordinary Shares free from DWT (as described below) should have no further liability to Irish income tax (or, in general, USC or PRSI for individuals) in respect of those dividends on the Ordinary Shares. However, where a non-Irish tax resident individual suffered DWT or ought to have suffered DWT on dividends paid in respect of the Ordinary Shares then such Shareholders may be liable to income tax (plus USC and PRSI, if applicable) in Ireland on those dividends. A credit should be available for any DWT withheld. Where the Irish tax liability arising on the dividends is less than the DWT withheld, the Shareholder may be entitled to a refund of any additional Irish tax paid.

Corporate Shareholders

Corporate Shareholders within the charge to Irish corporation tax

Shareholders who are Irish tax resident corporate Shareholders who beneficially hold their Ordinary Shares in the Company as investments and not as trading stock should not be subject to Irish corporation tax on dividends received in respect of their Ordinary Shares, as dividend income from the Ordinary Shares should be 'franked investment income'. Franked investment income should not be chargeable to corporation tax pursuant to section 129 of the Taxes Consolidation Act 1997 of Ireland (the "TCA").

Non-Irish tax resident companies not within the charge to Irish corporation tax

Shareholders who are non-Irish tax resident corporate Shareholders not within the charge to Irish corporation tax and correctly receive dividends in respect of the Ordinary Shares free from DWT (as described below) should have no further liability to Irish tax in respect of those dividends on the Ordinary Shares. However, where a or non-Irish corporate Shareholder suffered DWT or ought to have suffered DWT on dividends paid in respect of the Ordinary Shares then such Shareholders may be liable to tax in Ireland on those dividends. A credit should be available for any DWT withheld. Where the Irish tax liability arising on the dividends is less than the DWT withheld, the Shareholder may be entitled to a refund of any additional Irish tax paid.

2.4 Taxation of chargeable gains on a subsequent disposal of New Ordinary Shares

A disposal or deemed disposal of Ordinary Shares (including the CDIs and Ordinary Shares represented by them) by a Shareholder may, depending on the Shareholder's particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of capital gains tax or corporation tax on chargeable gains (as appropriate) ("Irish CGT").

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

For the purposes of taxation of Irish CGT, where a Shareholder disposes of some or all of their Ordinary Shares (including CDIs and New Euroclear Shares representing those Ordinary Shares) they should be treated as having made a disposal of those Ordinary Shares for Irish CGT purposes. This may, subject to the Shareholder's individual circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of Irish CGT (current rate of 33 per cent.).

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies

Non-Irish tax resident Shareholders (who do not hold their shares in connection with a trade carried on by them in Ireland through a branch or agency) should not be subject to Irish CGT on a disposal of the Ordinary Shares (including CDIs and New Euroclear Shares representing those Ordinary Shares) so long as they remain listed on a recognised stock exchange. To the extent that the shares were not listed on a recognised stock exchange, a charge to Irish CGT on disposal should only arise where the shares derive the greater part of their value from Irish land or Irish minerals/certain mineral assets. In such circumstances, other exemptions may be available from Irish CGT.

2.5 Irish Stamp Duty

Rights Issue

No Irish stamp duty should generally be payable on: (i) the issue of Provisional Allotment Letters or split letters of allotment or definitive share certificates in respect of New Ordinary Shares; (ii) the renunciation of Provisional Allotment Letters (whether nil paid or fully paid) or split letters of allotment on or before the latest date for registration of renunciation; (iii) the registration of the original holders of Provisional Allotment Letters, (iv) the crediting of Nil Paid Rights or Fully Paid Rights to stock accounts in CREST; or any issue in book-entry form of the New Ordinary Shares; or (v) the transfer of Nil Paid or Fully Paid Rights held in the Euroclear System or CREST where the transfer is a renunciation of those Rights and is effected on or before the latest day for renunciation of those Rights.

Subsequent Transfers

Transfers of equitable or beneficial interests in Ordinary Shares (or an interest in Ordinary Shares), including transfers of CDIs within the CREST System and transfers of an interest in Ordinary Shares, or such CDIs effected by a transfer order relating to a single netted settlement of two or more contracts for the transfer of interests in Ordinary Shares, will be subject to stamp duty at a rate of 1 per cent. of the consideration or the market value of the Ordinary Shares, if greater (provided the shares do not derive the greater part of their value from non-residential Irish immovable property, which can trigger stamp duty at a rate of 7.5 per cent.). The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way of a gift or for a consideration less than the market value, all parties to the transfer.

2.6 Dividend Withholding Tax

DWT at the current rate of 25 per cent. should be deducted from dividends paid by the Company unless a Shareholder is entitled to an exemption and has submitted a properly completed declaration providing for an exemption from DWT to the Company's Registrar.

Irish tax resident individuals (i.e. an individual who is resident or ordinarily resident in Ireland for tax purposes) and Irish tax resident companies

For an individual Shareholder tax resident, or ordinarily tax resident, in Ireland, there is generally no exemption from DWT, and DWT at the current rate of 25 per cent. should be deducted from dividend payments in respect of the Ordinary Shares.

Shareholders who suffer DWT may however be entitled to a credit for the DWT withheld by the Company which can be used to offset against their Irish income tax liability, as set out above.

Certain Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim an exemption from DWT where they have submitted a properly completed declaration form, in the case of certificated shareholders to the Company's Registrar and in the case of Euroclear Bank participants or CREST participants, to Euroclear Bank or to Euroclear UK as appropriate. Copies of the DWT exemption forms may be obtained from https://www.revenue.ie/en/companies-and-charities/dividend-withholding-tax/exemptions-forresidents.aspx.

Non-Irish tax resident individuals (i.e. an individual who is not resident or ordinarily resident in Ireland for tax purposes) and non-Irish tax resident companies

Certain classes of non-Irish tax resident Shareholders may also be entitled to claim an exemption from DWT where they have submitted a properly completed declaration form to the Company's Registrar.

Such Shareholders would generally include:

• an individual Shareholder (not being a company) who is: (i) neither resident nor ordinarily resident in Ireland and; (ii) resident for tax purposes in a Relevant Territory;

• a corporate Shareholder which is: (i) not resident for tax purposes in Ireland and; (ii) resident for tax purposes in a Relevant Territory, provided that the corporate Shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;
• a corporate Shareholder which is: (i) not resident for tax purposes in Ireland and; (ii) ultimately controlled, directly or indirectly, by persons resident in a Relevant Territory;
• a corporate Shareholder which is: (i) not resident for tax purposes in Ireland and; (ii) whose principal class of Ordinary Shares (or those of its 75 per cent. parent) is substantially and regularly traded on a recognised stock exchange either in a Relevant Territory, Ireland or on such other stock exchange approved by the Minister for Finance; or
• a corporate Shareholder which is: (i) not resident for tax purposes in Ireland and; (ii) is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognised stock exchange in a Relevant Territory, Ireland or on such other stock exchange approved by the Minister for Finance.

In this context, Relevant Territory means: (i) a Member State of the EU (other than Ireland); (ii) a country with which Ireland has a tax treaty in force by virtue of section 826(1) TCA; or (iii) a country with which Ireland has a tax treaty that is signed and which will come into force once all the ratification procedures set out in section 826(1) TCA have been completed.

Shareholders should note that DWT should be deducted in cases where a properly completed DWT exemption form has not been received before the next dividend is declared and paid on the Ordinary Shares. Where a non-Irish tax resident person suffers DWT on a distribution which would not have been deducted had the Company received a properly completed DWT declaration from that person, then that person should be entitled to receive a refund of the full amount of the DWT deducted on application to the Irish Revenue.

2.7 Capital Acquisitions Tax

A gift or inheritance comprising of Ordinary Shares (including CDIs or an interest in Ordinary Shares) should be within the charge to capital acquisitions tax ("CAT") (the current rate which, subject to available exemptions and reliefs, is 33 per cent.) as the Ordinary Shares are property situate in Ireland (as the share register of the Company is located in Ireland). CAT is charged at a rate of 33 per cent. above a tax- free threshold. This tax-free threshold is determined by the amount of the current benefit and of previous benefits taken since December 5, 1991, as relevant, within the charge to CAT and the relationship between the donor and the donee/successor. Gifts and inheritances between spouses (and in certain cases former spouses) are not subject to CAT.

3. UNITED STATES TAXATION

3.1 General

The following is a summary of certain US federal income tax consequences of the acquisition, ownership and disposition of rights to the New Ordinary Shares pursuant to the Rights Issue ("Rights") and New Ordinary Shares by a US Holder (as defined below).

As used herein, the term "US Holder" means a beneficial owner of a Right or a New Ordinary Share that is, for US federal income tax purposes, any of the following:

• an individual citizen or resident of the United States;
• a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is subject to US federal income taxation regardless of its source; or
• a trust if it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust.

This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect, which change could apply retroactively and could affect the tax consequences described below. No ruling will be sought from the US Internal Revenue Service ("IRS") with respect to any statement in this discussion, and there can be no assurance that the IRS will not challenge such statements, or, if challenged, that a court will uphold such statement. This discussion does not represent a detailed description of all of the tax consequences relating to the acquisition, ownership and disposition of Rights or New Ordinary Shares that may be relevant to US holders in their particular circumstances, and may not cover some or all, of the US federal income tax consequences applicable to certain US Holders subject to special treatment under the US federal income tax laws, including any US Holder that is:

• a dealer in securities or currencies;
• a financial institution;
• a regulated investment company;
• a real estate investment trust;
• an insurance company;
• a tax-exempt organization;
• a person holding Rights or New Ordinary Shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
• a trader in securities that has elected the mark-to-market method of accounting for its securities;
• a person liable for alternative minimum tax;
• a person who owns or is deemed to own 10 per cent. or more of the Company's stock (by vote or value);
• a partnership (or other pass-through entity or arrangement) for US federal income tax purposes;
• a person whose "functional currency" for US federal income tax purposes is not the US dollar; or
• a person required for US federal income tax purposes to accelerate the recognition of any item of gross income with respect to the Company's common shares as a result of such income being recognized on an applicable financial statement.

If an entity or arrangement treated as a partnership for US federal income tax purposes holds Rights or New Ordinary Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships that receive Rights should consult with their tax advisers regarding the consequences to themselves and their partners of an investment in Rights or New Ordinary Shares.

This summary does not contain a detailed description of all of the US federal income tax consequences to US Holders in light of their particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-US tax laws. Prospective investors considering the acquisition of New Ordinary Shares should consult their own tax advisers concerning the particular US federal income tax consequences of the acquisition, ownership and disposition of Rights or New Ordinary Shares, as well as the consequences arising under other US federal tax laws and the laws of any other taxing jurisdiction.

As described in more detail below, the Company does not expect that it will be a passive foreign investment company ("PFIC") for US federal income tax purposes although that is not free from doubt and no assurance can be provided that the Company will not be a PFIC for any particular taxable year. The discussion below, other than the discussion under "—Passive foreign investment company", assumes that the Company will not be a PFIC.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING RIGHTS AND NEW ORDINARY SHARES, INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS OF THE TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

3.2 Taxation in respect of Rights

Receipt of Rights

The proper US federal income tax characterisation of the issuance of Rights is uncertain. Under US federal income tax principles, the issuance of Rights could be treated as a taxable distribution of property by the Company or as a tax-free distribution of rights that do not constitute property by the Company. US Holders should consult their tax advisers as to the proper characterisation of the issuance of Rights for US federal income tax purposes.

If the issuance of Rights is not a taxable distribution of property for US federal income tax purposes, a US Holder generally should not be required to include any amount in income for US federal income tax purposes as a result of the Rights Issue. If, on the date Rights are issued, the fair market value of the Rights allocable to a US Holder is less than 15 per cent. of the fair market value of the Existing Ordinary Shares held by a US Holder with respect to which such Rights are issued, the Rights will generally have a zero basis for US federal income tax purposes. However, such US Holder may affirmatively elect to allocate basis in proportion to the relative fair market value of such US Holder's Existing Ordinary Shares and the Rights, determined on the date of issuance. This election must be made in the tax return of the US Holder for the taxable year in which the Rights are issued and is irrevocable once made.

If, on the date Rights are issued, the fair market value of the Rights attributable to a US Holder is at least 15 per cent. of the fair market value of the Existing Ordinary Shares with respect to which the Rights are issued, then except as described below under "Expiration of Rights" the basis in such US Holder's Existing Ordinary Shares must be allocated between such Existing Ordinary Shares and the Rights issued in proportion to their fair market values determined on the date the Rights are issued. The fair market value of the Rights on the date the Rights will be distributed is uncertain, and the Company has not obtained, and does not intend to obtain, an appraisal of the fair market value of the Rights on that date. In either case, the holding period of the US Holder in the Rights should include its holding period in the existing shares with respect to which the Rights were distributed.

If the issuance of Rights is instead treated as a taxable distribution of property for US federal income tax purposes, it generally would be taxable to a US Holder as foreign source dividend income in an amount equal to the fair market value of the Rights. In such a case, a US Holder would have a tax basis in the Rights equal to the amount treated as a dividend, and a US Holder's holding period in the Rights would begin on the date the Rights are received. For the US federal income taxation of dividends paid by the Company, refer to the discussion below under "Taxation in respect of New Ordinary Shares—Dividends".

Sale or other taxable disposition of Rights

A US Holder will recognise capital gain or loss on the sale, exchange or other taxable disposition of Rights in an amount equal to the difference between such US Holder's tax basis in the Rights and the US dollar value of the amount realised (as determined for US federal income tax purposes) from the sale, exchange or other taxable disposition. For the US federal income taxation of gains on a disposition of the Rights, refer to the discussion regarding gains on disposition of shares below under "Taxation in respect of New Ordinary Shares". The deductibility of capital losses is subject to significant limitations. Any gain or loss generally will be treated as arising from US sources.

US Holders should consult their own tax advisers about how to account for payments they make or receive with respect to the Rights in a currency other than US dollars.

Expiration of Rights

If the issuance of Rights is not treated as a taxable distribution of property, and a US Holder who receives such Rights allows the Rights to expire without selling or exercising them (and such US Holder does not receive any proceeds), such US Holder should not recognise any loss upon the expiration of the Rights. In addition, such US Holder's basis in its existing shares will not be affected by the Rights Issue or such US Holder's decision to allow its Rights to expire and will remain the same as before this offering.

If the issuance of Rights is treated as a taxable distribution of property, however, and a US Holder who receives Rights allows the Rights to expire without receiving any proceeds with respect to such Rights, such US Holder should recognise a capital loss treated as arising from US sources upon the expiration of the Rights. The deductibility of capital losses is subject to significant limitations.

Exercise of Rights

A US Holder will not recognise taxable income upon the receipt of New Ordinary Shares pursuant to the exercise of Rights. Such a US Holder will have a tax basis in the New Ordinary Shares equal to the US dollar value sum of the Issue Price for the New Ordinary Shares and the US Holder's tax basis, if any, in the Rights. A US Holder's holding period in the New Ordinary Shares received upon exercise of the Rights generally will begin on the date the Rights are exercised.

3.3 Taxation in respect of New Ordinary Shares

Dividends

Distributions paid by the Company with respect to New Ordinary Shares will be taxable as dividends to the extent paid out of the Company's current or accumulated earnings and profits, as determined under US federal income tax principles. The Company does not expect to determine earnings and profits in accordance with US federal income tax principles. Therefore, US Holders should expect that a distribution will generally be treated as a dividend for US federal income tax purposes.

Any dividends received by a US Holder will be includable in its gross income as ordinary income on the day actually or constructively received by such US Holder. Such dividends will not be eligible for the dividends received deduction allowed to corporations with respect to certain dividends under the Code. With respect to certain non-corporate US Holders, including individual US Holders, dividends may be taxed at the lower capital gain rates applicable to "qualified dividend income", provided (1) the Company is eligible for the benefits of the income tax treaty between the United States and Ireland (the "Treaty"), (2) the Company is neither a PFIC nor treated as such with respect to a US Holder (as discussed below) for either the taxable year in which the dividend was paid or the preceding taxable year, (3) certain holding period requirements are met and (4) US Holders are not under an obligation to make related payments with respect to positions in substantially similar or related property. The Company expects to be eligible for benefits under the Treaty as long as there is regular trading of the New Ordinary Shares on the London Stock Exchange. US Holders should consult their tax advisers regarding the availability of the lower capital gain rates applicable to qualified dividend income for dividends paid with respect to the New Ordinary Shares.

US Holders should consult their own tax advisers regarding how to account for dividends that are paid in a currency other than the US dollar.

Sale or other disposition

For US federal income tax purposes, a US Holder will recognise taxable gain or loss on any sale or exchange of New Ordinary Shares in an amount equal to the difference between the amount realised for the New Ordinary Shares and its tax basis in the New Ordinary Shares. Such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if such US Holder has held the New Ordinary Shares for more than one year. Long-term capital gains of non-corporate US Holders, including individual US Holders, are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

US Holders should consult their own tax advisers regarding how to account for sale or other disposition proceeds that are paid in a currency other than the US dollar.

Passive foreign investment company

In general, a non-US corporation will be classified as a PFIC for any taxable year if at least (i) 75 per cent. of its gross income is classified as "passive income" or (ii) 50 per cent. of the average quarterly value of its assets produce or are held for the production of passive income. For this purpose, passive income generally includes, among other items, dividends, interest, gains from certain commodities transactions, certain rents, royalties and gains from the disposition of passive assets. For purposes of the above calculations, a non-US corporation that directly or indirectly owns at least 25 per cent. by value of the stock of another corporation is treated as if it held its proportionate share of the assets of such other corporation and received directly its proportionate share of the income of such other corporation.

The Company does not believe it was a PFIC for its most recent taxable year and does not expect to be a PFIC for the current taxable year or in the foreseeable future, although there can be no assurance in this regard because the Company's status as a PFIC depends, in part, on the application of complex US federal income tax rules. A non-US corporation is classified as a PFIC in any year in which it meets either the income or asset test discussed above, which depends on the actual financial results for each year in question. Accordingly, it is possible that the Company may become a PFIC in the current or any future taxable year due to changes in its asset or income composition.

If the Company is classified as a PFIC at any time during a US Holder's holding period, such US Holder could be subject to materially adverse tax consequences including being subject to greater amounts of tax on gains and certain distributions on New Ordinary Shares or Rights as well as additional tax reporting obligations. US Holders should consult their own tax advisers about the consequences if the Company is classified as a PFIC.

Information reporting and backup withholding

A US Holder may be subject to information reporting on amounts received by such US Holder from a distribution on, or disposition of New Ordinary Shares or Rights, unless such US Holder establishes that it is exempt from these rules. If a US Holder does not establish that it is exempt from these rules, it may be subject to backup withholding on the amounts received unless it provides a taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Backup withholding is not an additional tax and the amount of any backup withholding from a payment that is received will be allowed as a credit against a US Holder's US federal income tax liability and may entitle such US Holder to a refund, provided that the required information is timely furnished to the IRS.

In addition, US Holders should consult their tax advisers about any reporting obligations that may apply as a result of the acquisition, ownership or disposition of the New Ordinary Shares and Rights. Failure to comply with applicable reporting obligations could result in the imposition of substantial penalties.

PART XI

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Company and the Directors, whose names appear in the section of this Prospectus headed "Directors, Company Secretary, Registered Office and Advisers", accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import.

2. COMPANY DETAILS

• 2.1 The Company is a public limited company registered in Ireland under company number 383466. The Company was incorporated and registered in Ireland as Cantrell & Cochrane International Public Limited Company on 19 March 2004 pursuant to the Irish Companies Act 1963 (as amended) as a public limited liability company. On 19 April 2004, the Company changed its name to C & C Group public limited company.
• 2.2 The principal legislation under which the Company operates and under which the New Ordinary Shares will be created and issued is the Companies Act and the regulations made thereunder. The Company's legal entity identifier is 635400LNUHA2LDXXV850.
• 2.3 The Company is domiciled and tax resident in Ireland. The registered office and principal place of business of the Company is at Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland. The telephone number of the Company's registered office is +353 1 506 3900 and its website is www.candcgroupplc.com. Except as expressly provided for in Part VI (Historical Financial Information), the contents of the Company's website do not form part of this Prospectus.
• 2.4 The auditors of the Company are, and throughout the period covered by the historical financial information in this Prospectus have been, Ernst & Young Chartered Accountants of Harcourt Building, Harcourt Street, Dublin 2, Ireland. The financial year-end of the Company is the last day of February (28/29 February as relevant).

3. ISSUED SHARE CAPITAL

• 3.1 As at the Latest Practicable Date, the Company has one class of shares in issue, namely the Ordinary Shares.
• 3.2 As at the Latest Practicable Date the authorised and issued share capital of the Company (excluding Treasury Shares) was as follows:

Class of Shares ––––––––––––––––––––––––––––––––––––––––––––––––––––	Authorised Number –––––––––––––	Issued and fully paid number –––––––––––––	Total Nominal Value (€) ––––––––––––
Ordinary Shares of €0.01 each.	800,000,000	311,601,375	3,116,013.75

3.3 The authorised and issued share capital of the Company (excluding Treasury Shares) is expected to be after the Rights Issue and immediately following Admission (assuming that no other Ordinary Shares are issued between the Latest Practicable Date and Admission) as follows:

Class of Shares ––––––––––––––––––––––––––––––––––––––––––––––––––––	Authorised Number –––––––––––––	Issued and fully paid number –––––––––––––	Total Nominal Value (€) ––––––––––––
Ordinary Shares of €0.01 each.	800,000,000	392,888,690	3,928,886.90

3.4 None of the capital of the Company has been paid for with assets other than cash within the period covered by the historical financial information included in this document.

• 3.5 Subject to Admission, pursuant to the Rights Issue, 81,287,315 New Ordinary Shares will be issued at a price of 186 pence per New Ordinary Share. This will result in the issued ordinary share capital of the Company increasing by approximately 26.1 per cent. Qualifying Shareholders who take up their pro rata entitlement in full will suffer no dilution to their interests in the Company, save as regards fractions. Qualifying Shareholders who do not take up any of their rights to subscribe for the New Ordinary Shares will be diluted by 20.7 per cent. following the Rights Issue (assuming no options granted under the C&C Group Employee Share Plans are exercised between the Latest Practicable Date and the date of completion of the Rights Issue).
• 3.6 The Company does not have in issue any securities not representing share capital, and all shares in the capital of the Company are fully paid up.
• 3.7 The Company does not have any convertible securities, exchangeable securities or securities with warrants in issue.
• 3.8 As at 28 February 2021, the Company held 9,025,000 Ordinary Shares as Treasury Shares, the aggregate nominal value of which was €90,250 and the book value of which was approximately €29,692,250. As at the Latest Practicable Date, the Company held 9,025,000 Ordinary Shares as Treasury Shares.
• 3.9 The New Ordinary Shares will, when fully issued and fully paid, be in registered form and will be capable of being held in certificated and in book-entry form via Euroclear Bank and (in CDI form) through CREST. The registrar of the Company is Link.
• 3.10 Save for options over shares granted under the C&C Group Employee Share Plans as set out and described in paragraph 3.11 and paragraph 13 of this Part XI (Additional Information), there are no other acquisition rights or obligations in relation to the issue of Ordinary Shares in the capital of the Company or an undertaking to increase the capital of the Company.
• 3.11 Outstanding options under the C&C Group Employee Share Plans

Save as disclosed below, none of the share capital of any member of the Group is under option or agreed conditionally or unconditionally to be put under option. The options set out below are held by employees of the Group.

Plans –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Exercise price (€) –––––––––––––	Number of Ordinary Shares under option ––––––––––––
DBP	–	30,217
LTIP	–	2,553,712
R&R	–	1,134,375
ESOS	3.40	146,833

Shares promised to current employees in relation to the MCB compensation awards will be granted in the form of conditional awards under the R&R plan which immediately vest on grant to current employees. A cash settlement will be made to those who have left the business. The overall value of the award will be £545,787. The Shares are expected to be delivered to employees on 27 May 2021. The exact number of Shares to be delivered is not currently known as it will be the number that is equal in value to the award, less the cash settlement for those who have left the business, based on the Company's closing share price on 26 May 2021. The options granted under the LTIP include options granted to buy-out equity which individuals forfeit on leaving an old employers when they join the Company, including Buy-out 1 and Buy-out 2 as set out in paragraph 11.2 of this Part XI (Additional Information).

History of Share Capital

• 3.12 In the period covered by the historical financial information, the Company has taken the following action in respect of its share capital:
  • (a) in the financial year ending 28 February 2019 the Company recorded the following movements in share capital:
    • (i) in July 2018, 2,478,035 Ordinary Shares were issued to the holders of Ordinary Shares who elected to receive additional Ordinary Shares at a price of €2.9486 per share, instead of part or all the cash element of their final dividend entitlement for the year ended 28 February 2018;
    • (ii) in December 2018, 576,722 Ordinary Shares were issued to the holders of Ordinary Shares who elected to receive additional Ordinary Shares at a price of €3.36464 per share, instead of part or all the cash element of their interim dividend entitlement for the year ended 28 February 2019; and
    • (iii) the Group invested €1.8 million (€1.9 million inclusive of commission and related costs) in an on-market share buyback programme in which it repurchased and subsequently cancelled 576,716 Ordinary Shares. This was in accordance with shareholder authority granted at the 2018 annual general meeting of the Company to make market purchases of up to 10 per cent. of its own shares.
  • (b) in the financial year ending 29 February 2020 the Company recorded the following movements in share capital:
    • (i) in July 2019, 3,377,441 Ordinary Shares were issued to the holders of Ordinary Shares who elected to receive additional Ordinary Shares at a price of €3.7071 per share, instead of part or all the cash element of their final dividend entitlement for the year ended 29 February 2020;
    • (ii) in December 2019, 1,246,538 Ordinary Shares were issued to the holders of Ordinary Shares who elected to receive additional Ordinary Shares at a price of €4.45916 per share, instead of part or all the cash element of their interim dividend entitlement for the year ended 29 February 2020;
    • (iii) the Group invested €22.7 million (€23.0 million inclusive of commission and related costs) in an on-market share buyback programme in which it repurchased and subsequently cancelled 5,625,000 Ordinary Shares. This was in accordance with shareholder authority granted at the 2019 annual general meeting of the Company to make market purchases of up to 10 per cent. of its own shares; and
    • (iv) the Company issued 142,089 Ordinary Shares in respect of the exercise of share options pursuant to the C&C Group Employee Share Plans.
  • (c) in the financial year ending 28 February 2021 the Company recorded the following movements in share capital:
    • (i) the Company issued 985,054 Ordinary Shares in respect of the exercise of share options pursuant to the C&C Group Employee Share Plans.
  • (d) between 1 March 2021 and the Latest Practicable Date, the Company recorded the following movements in share capital:
    • (i) the Company issued 146,211 Ordinary Shares in respect of the exercise of share options pursuant to the C&C Group Employee Share Plans.
• 3.13 Accordingly, the total number of Existing Ordinary Shares of €0.01 in issue is 320,626,375.

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Share Capital Reconciliation

3.14 As at 1 March 2018, the first day covered by the historical financial information incorporated by reference into this Prospectus, 317,876,001 Ordinary Shares were in issue fully paid or credited as fully paid. Between 1 March 2018 and the Latest Practicable Date, there have been the following changes in the issued ordinary share capital of the Company:

Movements in Ordinary shares –––––––––––––––––––––––––––––––––––––––	1 March 2021 to the Latest Practicable Date –––––––––––––	1 March 2020 to 28 February 2021 ––––––––––––	1 March 2019 to 29 February 2020 ––––––––––––	1 March 2018 to 28 February 2019 ––––––––––––
Ordinary Shares in issue as at 1 March	320,480,164	319,495,110	320,354,042	317,876,001
Ordinary Shares issued in lieu of dividend	–	–	4,623,979	3,054,757
Ordinary Shares issued in respect of options exercised	146,211	985,054	142,089	–
Ordinary Shares cancelled following share buyback programme	–	–	5,625,000	576,716
Number of Ordinary Shares in issue as at 28/29 February or the Latest Practicable Date (as applicable)	320,626,375	320,480,164	319,495,110	320,354,042

4. SHARE CAPITAL AUTHORITIES

4.1 Existing Share Capital Authorities

Pursuant to an ordinary resolution (in respect of (a) below) and two special resolutions (in respect of (b) and (c) below) passed by Shareholders at the annual general meeting of the Company held on 23 July 2020:

• (a) the Directors are generally and unconditionally authorised to allot shares that are relevant securities (as defined by Section 1021 of the Companies Act) up to a maximum aggregate nominal value of €1,035,153, representing approximately one-third of the aggregate nominal value of the issued share capital of the Company (excluding Treasury Shares) as at 18 June 2020;
• (b) the Directors are authorised to allot equity securities (as defined by Section 1023 of the Companies Act) for cash pursuant to authority (a) above, otherwise than in accordance with statutory pre-emption rights, but limited to an aggregate nominal value of up to €155,273 (which is equal to approximately 5 per cent. of the nominal value of the issued share capital of the Company, excluding Treasury Shares, as at 18 June 2020) or in connection with any rights issue, open offer or other pro-rata offer to shareholders generally (subject to exclusions for fractional entitlements and legal or practical jurisdictional issues); and
• (c) the Directors are authorised to allot further equity securities (as defined by Section 1023 of the Companies Act) for cash pursuant to authority (a) above, otherwise than in accordance with statutory pre-emption rights, up to an aggregate nominal value of €155,273 (which is equal to approximately 5 per cent. of the nominal value of the issued share capital of the Company, excluding Treasury Shares, as at 18 June 2020) for the purposes of financing a transaction that the Board determines to be an acquisition or other specified capital investment.

These authorities will expire on the earlier of (i) the conclusion of the Company's 2021 annual general meeting (expected to be held on 1 July 2021) or (ii) 23 October 2021, but, in each case, during this period the Company may make offers and enter into agreements pursuant to these authorities which would, or might, require shares to be allotted after the authority in question ends and the Board may allot shares under any such offer or agreement as if the authority had not ended. The New Ordinary Shares will be allotted pursuant to these authorities. The Rights Issue is being conducted within the parameters of these authorities and, as such, does not require the further approval of Shareholders in a general meeting or otherwise.

5. INFORMATION ON THE ORDINARY SHARES

5.1 Description of the type and class of securities to be admitted

The Ordinary Shares are ordinary shares in the share capital of the Company with a nominal value of €0.01 each. The Ordinary Shares are denominated in euro. The Ordinary Shares have been created under the Companies Act 1963 (as amended) and the Companies Act (as relevant, depending on the time of issue of the relevant Ordinary Shares) and the Articles of Association. The Company has one class of ordinary share.

The Existing Ordinary Shares are in registered form and are capable of being held in either certificated or book-entry form through the Euroclear System. Existing Ordinary Shares are listed on the premium listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. The ISIN of the Existing Ordinary Shares is IE00B010DT83.

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or book-entry form through the Euroclear System. Where New Ordinary Shares are held in certificated form, share certificates will be despatched by post to the registered members at their own risk. Where the New Ordinary Shares are held in CREST, the relevant CREST stock account of the registered members will be credited. The New Ordinary Shares will be admitted with the ISIN: IE00B010DT83.

5.2 Admission

Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) on the London Stock Exchange will commence at 8.00 a.m. (London time) on 27 May 2021. No application has been, or is currently intended to be, made for the New Ordinary Shares to be admitted to listing or dealt with on any other stock exchange.

5.3 Description of restrictions on free transferability

In general, the Ordinary Shares are freely transferable. The Company may, under the Articles of Association and section 1062 of the Companies Act send out statutory notices to those it knows or has reasonable cause to believe have an interest in its shares, asking for details of those who have an interest and the extent of their interest in a particular holding of shares. When a person receives a statutory notice and fails to provide any information required by the notice within the time specified in it, the Company can apply to the Court for an order directing, amongst other things, that any transfer of the Ordinary Shares which are the subject of the statutory notice is void or, if such person holds at least 0.25 per cent. of the issued Ordinary Shares, the Company may issue a further notice to the person providing that on the expiry of 14 days from the service of such notice that the Directors will be entitled to refuse to register any transfer of such shares except in certain specified circumstances. The Directors may also, in their absolute discretion and following the issue of notice to the relevant person, refuse to register the transfer of any Ordinary Shares on which a person has failed to pay any call or instalment on of a call in the time and manner specified for the payment thereof.

Under the Articles of Association, the Directors may also decline to register (a) a transfer of Ordinary Shares or to recognise an instrument of transfer in respect of Ordinary Shares in the circumstances permitted by the Companies Act and (b) any instrument of transfer of any shares unless: (i) it is lodged at the registered office of the Company or at such other place as the Directors may appoint and is accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the Directors may reasonably require to prove the title of the transferor and the due execution of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so; (ii) it is in respect of one class of share only; and (iii) it is in favour of not more than four persons jointly.

If the Directors refuse to register a transfer of shares then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

There are no agreements to which Shareholders are a party that are known to the Company that may result in the restrictions on the transferability of Ordinary Shares (including New Ordinary Shares).

6. MEMORANDUM AND ARTICLES OF ASSOCIATION

6.1 The Memorandum and Articles of Association adopted pursuant to a special resolution passed at a general meeting of the Company held on 14 January 2021 contain provisions to the following effect:

(a) Objects

The Memorandum of Association provides that the Company's objects are, among other things, to carry on the business of a holding company and to do all such things deemed necessary or convenient to the attainment of this object. The objects of the Company are set out in full in clause 3 of the Memorandum of Association which is available for inspection as specified in paragraph 26 of this Part XI (Additional Information).

(b) Limited Liability

The liability of the members is limited to the amount, if any, unpaid on the Ordinary Shares in the Company respectively held by them.

(c) Rights Attaching to the Ordinary Shares

(i) Voting Rights of Members

Votes may be given either personally or by proxy. Subject to any rights or restrictions attached to any class or classes of shares, on a show of hands, every member present in person and every proxy shall have one vote, so however, that no individual shall have more than one vote, and on a poll, every member present in person or by proxy or corporate representative shall have one vote for every share carrying voting rights of which he/she is the holder.

If a resolution is put to the vote at a general meeting, it shall be decided on a show of hands unless a poll is duly demanded. A poll may be demanded by the chair of the meeting, by at least three members present (in person or by proxy) having the right to vote at the meeting, by any member or members present (in person or by proxy) representing not less than one-tenth of the total rights of all the members having the right to vote at the meeting or by a member or members present (in person or by proxy) holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

(ii) Dividends

Subject to the provisions of the Companies Act, the Company may, by ordinary resolution, declare dividends in accordance with the respective rights of Shareholders but no dividend shall exceed the amount recommended by the Directors.

Dividends may be paid by cheque, warrant, direct debit, bank transfer, or any other method which the Directors consider appropriate (including but not limited to electronic funds transfer).

Subject to the provisions of the Companies Act, the Directors may declare and pay interim dividends if it appears to the Board that they are justified by the profits of the Company available for distribution. The Directors may pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith, they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. No dividend or other monies payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

Any resolution declaring a dividend on Shares, whether a resolution of the Company in a general meeting or a resolution of the Directors, may specify that the dividend may be payable to the persons registered as the shareholders at the close of business (or such other time as the Directors may determine) on a particular date, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights of transferors and transferees of any such Shares in respect of such dividend.

The shareholders at a general meeting may vote to direct, upon the recommendation of the Directors, that a dividend be paid wholly or partly by the distribution of assets (and, in particular, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways).

All dividends, interest or other sums payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. If the Directors so resolve, all dividends or interest, which have remained unclaimed for 12 years from the date of declaration shall be forfeited and cease to remain owing by the Company.

The retention by the Company or the payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company as trustee in respect of the payments.

(iii) Return of Capital

In the event that the Company is wound up and the assets available for distribution among the members as such are insufficient to repay the whole of the paid up share capital, the assets will be distributed so that, as nearly as may be, the losses will be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. If, however, the assets available for distribution among the members are more than sufficient to repay the whole of the share capital as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said share held by them respectively. The liquidator may in such circumstances, with the sanction of a special resolution of the Company and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any part of the assets of the Company (whether consisting of property of the same kind or not) and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members.

(iv) Pre-emption rights

Pre-emption rights in respect of equity offerings for cash under the Companies Act may be disapplied by shareholder resolution.

(d) Transfer of Shares

Subject to the restrictions set out in the Articles of Association and any conditions of issue, the shares of any shareholder may be transferred by instrument in writing in any usual or common form or any other form that the Directors may approve. The Directors may also permit title to any shares in the Company to be transferred without a written instrument where permitted by the Companies Act subject to compliance with the requirements imposed under the relevant provisions of the Companies Act and any additional requirements which the Directors may approve.

The Directors may permit any class of shares to be held in uncertificated form and title to those shares to be transferred by means of a relevant system or may determine at any time that any class of shares shall no longer be held in uncertificated form and that title to those shares shall cease to be transferred by means of any particular relevant system.

The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.

The Directors may in their absolute discretion decline to register a transfer of shares which are not fully paid. Subject to the provisions of the Companies Act, the Directors may also decline to register any instrument of transfer, or renunciation of a renounceable letter of allotment, of any shares unless:

• (i) it is lodged at the registered office of the Company or at such other place as the Directors may appoint and is accompanied by the certificate (if any) of the shares to which it relates (except in the case of a renunciation) and such other evidence as the Directors may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so;
• (ii) it is in respect of one class of share only; and
• (iii) it is in favour of not more than four persons jointly.

If the Directors refuse to register a transfer of shares then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

If a member dies, the survivors or survivor where he/she was a joint holder, or his personal representatives where he/she was the sole or only surviving holder, shall be the only persons recognised by the Company as having any title to the shares. A person becoming entitled to a share in consequence of the death or bankruptcy of a member may elect, upon such evidence being produced as the Directors may properly require, either to become the holder of the share or to have some person nominated by him registered as the transferee.

If electing to become the holder of the shares, that person shall give notice to the Company to that effect. If electing to have another person registered, the person shall execute an instrument of transfer of the share to that person.

(e) Change of Capital

The Company may, from time to time by ordinary resolution increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. The Company may, by ordinary resolution:

• (i) consolidate and divide all or any of its share capital into shares of larger amounts; or
• (ii) subject to the provisions of the Companies Act, subdivide its shares, or any of them, into shares of smaller amount; or

(iii) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund, any share premium account, any capital conversion reserve fund or any undenominated capital in any manner and with, and subject to, any incident authorised, and consent required, by law.

(f) Variation of Rights

The rights attached to any class of share may be varied or abrogated with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class and may be so varied or abrogated either whilst the Company is a going concern, or during or in contemplation of a winding-up.

The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his proxy.

(g) Company's Lien on Partly Paid Shares

The Company has a first and paramount lien on every share (not being a fully paid share) for all monies payable to the Company (whether presently payable or not) in respect of that share. The Company's lien on a share shall extend to all moneys payable in respect of the share. The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 days after a notice demanding payment and stating that, if the notice is not complied with, the shares may be sold, has been given to the holder of the share or to the person entitled to it by reason of the death or bankruptcy of the holder. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue will be paid to the person entitled to the shares at the date of the sale. The Directors may at any time decide that a share which is or would otherwise be subject to the Company's lien shall not be subject to it, either wholly or in part.

(h) Forfeiture

Subject to the terms of allotment, the Directors of the Company may make calls on the shareholders in respect of any monies unpaid on their shares. The Directors may give not less than 14 clear days' notice requiring payment of the amount due. If a payment is not made when due and payable, the person from whom such amount is due shall be liable to pay interest on the amount unpaid from the day it became due until it is paid (at the rate fixed by the terms of the allotment or in the notice of the call, or if no rate is fixed, at such rate, not exceeding 20 per cent. per annum, as the Directors may determine). If that notice is not complied with, a further notice (giving not less than 14 further clear days' notice) may be sent by the Directors requiring payment of the call along with any accrued interest.

If the payment required by such notice remains outstanding, the shares, which are the subject of the notice, may be forfeited by a resolution of the Directors. The forfeiture shall include all dividends or other monies payable in respect of the forfeited share not paid before forfeiture in respect of the forfeited share. Where a shareholder fails to pay any call or instalment of a call in respect of a share in the manner and at the time appointed for payment thereof, the Directors may issue a notice requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

(i) Redeemable Shares

Subject to the provisions of the Companies Act, any shares may be issued on terms that they are, or are liable at the option of the Company or the holder of the shares, to be redeemed on such terms and in such manner as may be provided by the Articles of Association, and the Company may convert any of its shares into redeemable shares. Subject as aforesaid, the Company may cancel any shares which it has redeemed or may hold them as Treasury shares and re-issue any such Treasury shares as shares of any class or classes or cancel them.

(j) General Meetings

The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than 15 months shall elapse between the date of one annual general meeting and that of the next. The Directors may convene general meetings.

No business other than the appointment of a chair shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present in person or by proxy shall be a quorum.

Subject to the Companies Act allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 clear days' notice and all other extraordinary general meetings shall be called by at least 14 clear days' notice (whether in electronic form or otherwise).

The notice must specify the time and place of the meeting and, in the case of special business, the general nature of that business. The notice must also give particulars of any Director who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting. The notice of the meeting must be given to shareholders, Directors, the company secretary, the Company's auditors and any other person entitled to receive notice under the Companies Act.

(k) Notices and Communications

Any notice, document or information to be given, served or delivered to the Company pursuant to the Articles of Association shall be in writing in a paper copy unless expressly provided in the Articles of Association that a notice, document or information may be given, served or delivered to the Company in electronic form.

Except where otherwise expressly provided in the Articles of Association, any notice, document or information to be given, served or delivered by the Company pursuant to the Articles of Association shall be in writing in paper copy or electronic form.

Subject to the Companies Act and except where otherwise expressly provided in the Articles of Association, any notice, document or information to be given, served or delivered in pursuance of the Articles of Association may be given to, served on or delivered to any member by the Company:

• (i) by handing same to him or his authorised agent in which case it shall be deemed to have been effected at the time the same was handed to the member or his authorised agent; or
• (ii) by leaving the same at his registered address in which case it shall be deemed to have been effected at the time it was left at the registered address; or
• (iii) by sending the same by post or other delivery service in a pre-paid cover addressed to him at his registered address in which case the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 24 hours after the cover containing it in paper copy form was posted or given to delivery agents (as the case may be); or
• (iv) by sending the notice, the document (other than a share certificate) or the information in electronic form to such electronic address as may from time to time be authorised by the member or by making it available on a website in which case the giving, service or delivery thereof shall be deemed to have been effected:
  • (A) if sent in electronic form to an electronic address, at the expiration of 24 hours after the time it was sent; or
  • (B) if made available on a website, at the expiration of 24 hours after the time when it was first made available on the website.

A member shall be deemed to have agreed that the Company may give, serve or deliver a notice, document or information by means of a website if the conditions set out in the applicable legislation have been satisfied.

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder whose name stands first in the register of members in respect of the share and notice so given shall be sufficient notice to all the joint holders.

(l) Directors

(i) Number of Directors

Unless otherwise determined by the Company in a general meeting, the number of Directors of the Company shall not be more than 14 or less than two.

(ii) Appointment

The Company may by ordinary resolution appoint a person to be a Director either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles of Association as the maximum number of Directors.

The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles of Association as the maximum number of Directors. Directors so appointed must retire at the next following annual general meeting and are eligible for reappointment.

No person other than a Director retiring at the meeting may be appointed or reappointed a Director at any general meeting unless he/she is recommended by the Directors or, not less than seven nor more than 42 days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment stating whether the person is proposed as an additional Director or to replace a Director who is retiring or being removed and the particulars which would be required, if he/she were so appointed, to be included in the Company's register of Directors, together with notice executed by that person of his willingness to be appointed.

A Director shall not require a shareholding qualification to serve as a director of the Company.

(iii) Remuneration

The ordinary remuneration (i.e., directors' fees, not including executive remuneration) of the Directors shall not exceed such aggregate amount as may be determined from time to time by an ordinary resolution of the Company (that limit being currently set at €1 million per annum) with such remuneration split between the Directors equally or as they may otherwise agree. Any Director who holds any additional office (including as chair or an executive office), who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission, participation in profits or otherwise as the Directors may determine.

The Directors may be paid travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or of committees of Directors or of general meetings or of separate meetings of the shareholder of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary undertaking or associated company of the Company or a predecessor in business of the Company or of any such subsidiary undertaking or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme or arrangement for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme or arrangement and receive or retain for his own benefit all benefits to which he/she may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme or arrangement in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.

(iv) Indemnity

Subject to the provisions of, and so far as may be permitted by the Companies Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director, managing director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him/her in the execution and discharge of his/her duties or in relation thereto including (without prejudice to the generality of the foregoing) any liability incurred by him/her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him/her as an officer or employee of the Company and in which judgment is given in his/her favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his/her part) or in which he/she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him/her by a court.

(v) Removal of Directors

The Company may, by ordinary resolution of which notice has been given in accordance with the provisions of the Companies Act, remove any Director before the expiry of his period of office notwithstanding anything in the Articles of Association or in any agreement between the Company and such Director. This does not prevent such a person from claiming compensation or damages in respect of the termination.

The office of a Director shall be vacated automatically if:

(A) the Director ceases to be a Director by virtue of any provision of the Companies Act or becomes prohibited by law from being a Director or a declaration in respect of him is made by the court pursuant to Part 14 of the Companies Act; or

• (B) if the Director is adjudicated bankrupt, or any event equivalent or analogous thereto occurs, in the Ireland or any other jurisdiction or he/she makes any arrangement or composition with his creditors generally; or
• (C) in the opinion of a majority of his/her co-Directors, the Director becomes incapable by reason of mental disorder of discharging his/her duties as a Director; or
• (D) (without committing a breach of any contract between him/her and the Company) the Director resigns his/her office by notice to the Company; or
• (E) the Director is convicted of an indictable offence, unless the Directors otherwise determine; or
• (F) the Director has been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his/her alternate Director (if any) has not attended any such meeting in his/her place during such period, and the Directors pass a resolution that by reason of such absence he/she has vacated office; or
• (G) the Director is required in writing by all his/her co-Directors to resign.

No Director is required to retire at any time on account of age.

(vi) Retirement by rotation

Each Director must retire at the annual general meeting held in the third calendar year following the year in which he/she was appointed or last reappointed and he/she will be eligible for re-appointment.

A Director who retires at an annual general meeting and is not re-appointed, shall retain office until the end of the meeting except where a resolution is passed to elect another person in his place or a resolution for his re-appointment is put to the meeting and lost. A retiring Director who is re-appointed will continue in office without a break.

(vii) Directors'Interests

Save as otherwise provided by the Articles of Association, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he/she has, directly or indirectly, an interest which is material. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he/she is not entitled to vote.

Subject to the provisions of the Companies Act, and provided that he/she has disclosed to the Directors the nature and extent of any interest of his/hers, a Director, notwithstanding his/her office:

• (A) may be a party to, or otherwise interested in, any contract, arrangement, transaction or proposal with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;
• (B) may hold any other office or place of profit under the Company (except that of auditor or of auditor of a subsidiary of the Company) in conjunction with his/her office of Director, and may act by himself/herself or through his/her firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Directors shall arrange;
• (C) may be a director or other officer of, or employed by, or a party to any contract, arrangement, transaction or proposal with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company of the Company is otherwise interested; and

(D) will not be accountable, by reason of his/her office, to the Company for any profit, remuneration or other benefit which he/she derives from any such contract, arrangement, transaction, proposal, office, place of profit or employment or from any interest in any such body corporate.

A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

• (1) the giving of any security, guarantee or indemnity to him/her in respect of money lent or obligations incurred by him/her or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
• (2) the giving of any security, guarantee or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself/she herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (3) any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he/she is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he/she is to participate;
• (4) any proposal concerning any other company in which he/she (together with any person connected to him/her) does not to his/her knowledge have an interest in one per cent. or more of either any class of the equity share capital of, or the voting rights in, such company;
• (5) any proposal relating to any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to which such arrangement relates; or
• (6) any proposal concerning the giving of any indemnity of the type referred to under the heading "Indemnity" in this paragraph 6.1 of this Part XI (Additional Information) or the discharge of the cost of any insurance which the Company proposes to maintain or purchase for the benefit of the Directors or any of them or for the benefit of persons who include the Directors or any of them.

(viii) General Voting and Quorum Requirements

Subject to the provisions of the Articles of Association, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors.

The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless fixed is two. Any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of that meeting if no other Director objects and if otherwise a quorum would not be present.

Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chair of the meeting shall have a second or casting vote. Subject as hereinafter provided, each Director present shall have one vote and in addition to his/her own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence.

The contemporaneous linking together by telephone or other means of electronic communication of a number of Directors not less than the quorum shall be deemed to constitute a meeting of the Directors, provided that each of the Directors taking part in such a meeting is able to hear, and speak to, each of the other Directors taking part and at the commencement of such a meeting each Director must acknowledge his/her presence and that he/she accepts that the proceedings shall be deemed to be a meeting of the Directors. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or if there is no such group, where the chair of the meeting is present.

(ix) Executive Directors

The Directors may appoint one or more of their body to the office of managing director or joint managing director or to any other executive office under the Company (including, where considered appropriate, the office of chair or deputy chair) on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.

A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.

(m) Failure to Disclose Interests in Shares

The Directors may at any time and from time to time and in their absolute discretion, if they consider it to be in the interests of the Company to do so, give any shareholder, or any other person appearing to be interested or to have been interested in any share, notice requiring them to disclose to the Company in writing within such period as may be specified in such notice (which shall not be less than 28 days from the date of issue of such notice) such information as the Directors require relating to the ownership of or any interest in a share and which lies within the knowledge of the holder or other person (a "Disclosure Notice"). Where a Disclosure Notice has been served on the holder of a share and that holder is a central securities depository (or its nominee(s)) acting its capacity as operator of a securities settlement system, unless otherwise required by applicable law, the obligations of such holder are limited to disclosing to the Company such information relating to the ownership of or interests in the share concerned as has been recorded by it pursuant to the rules made and practices instituted by the central securities depository. The Directors may give any number of Disclosure Notices to the same holder in respect of the same share. Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors pursuant to this provision is final and conclusive.

If at any time the Directors determine that a shareholder or other person served with a Disclosure Notice has failed to comply to the satisfaction of the Directors with the terms of the Disclosure Notice and within the period prescribed in such notice, the Directors may, in their absolute discretion at any time thereafter serve a further notice (a "Restriction Notice") specifying that on the expiry of 14 days from the service of the Restriction Notice, and for so long as such Restriction Notice remains in force, no holder(s) of the share or shares specified in such Restriction Notice will be entitled in respect of those shares to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of the class of shares concerned or to exercise any other right conferred by membership in relation to any such meeting; and

Where the shares in question represent at least 0.25 per cent. of the issued shares of that class, the Restriction Notice may further direct that:

• (i) except in the winding up of the Company, any payment due from the Company on the shares in question, whether in respect of capital or dividend or otherwise (including shares issuable in lieu of dividends), may be withheld by the Company and the Company shall not have any obligation to pay interest on any sum so withheld; and/or
• (ii) no transfer of any of the shares in question shall be registered unless the transfer of shares is a transfer of shares which:
  • (A) is made pursuant to acceptance of a general offer made by or on behalf of the offeror to all holders of shares (or all such holders other than the offeror and nominees or subsidiaries of the offeror) of shares of any class;
  • (B) the Directors are satisfied has been made pursuant to a bona fide sale of the whole of the beneficial interest in the shares comprised in the transfer to a person unconnected with the shareholder or with any other person appearing to be interested in such shares (and it shall be assumed that no such sale has occurred where the relevant share transfer form has been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee having claimed to be entitled to such reduced rate on the basis that no beneficial interest passes by the transfer); or
  • (C) is made pursuant to any bona fide sale on any stock exchange, unlisted securities market or over-the-counter market on which shares of that class are, for the time being, normally traded.

7. DIRECTORS

The Company's Directors are:

Name ––––––––––––––––––––––––––––	Age –––––	Position ––––––––––––––––––––––––––	Date appointed to Board ––––––––––––––––––––	Date of expiry of current office –––––––––––––––––
Stewart Gilliland	64	Non-Executive Chair	17 April 2012 and appointed as Chair on 5 July 2018	5 July 2021
David Forde	53	Group Chief Executive Officer	2 November 2020	N/A
Patrick McMahon	41	Group Chief Financial Officer	23 July 2020	N/A
Andrea Pozzi	49	Group Chief Operating Officer	1 June 2017	N/A
Vineet Bhalla	48	Independent Non-Executive Director	26 April 2021	26 April 2024
Jill Caseberry	56	Independent Non-Executive Director	7 February 2019	7 February 2022
Jim Clerkin	66	Independent Non- Executive Director	1 April 2017	1 April 2023
Vincent Crowley	66	Senior Independent Non-Executive Director	1 January 2016	1 January 2022
Emer Finnan	52	Independent Non- Executive Director	1 May 2014	1 May 2023
Helen Pitcher OBE	63	Independent Non-Executive Director	7 February 2019	7 February 2022
Jim Thompson	60	Independent Non-Executive Director	1 March 2019	1 March 2022

The business address of each of the Directors is Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland.

The management expertise and experience of each of the Directors is set out below:

Stewart Gilliland, Non-Executive Chair

Stewart Gilliland was appointed a Non-Executive Director of the Company in April 2012 and Non-Executive Chair in July 2018. Stewart is also Chair of the Nomination Committee. From 2006 to 2010 he was Chief Executive Officer of Müller Dairy (UK) Ltd. Prior to that, he held positions at Whitbread Beer Company and at Interbrew SA in markets including the UK, Ireland, Europe and Canada. He is currently a non-executive director and member of the audit committee and nomination committee at Tesco plc and a non-executive director and chairman of the remuneration committee at Natures Way Foods Limited and a non-executive director of Chapel Down plc. He is a former nonexecutive director of Booker Group plc, Mitchells & Butlers plc, Sutton & East Surrey Water plc, Vianet Group plc and Tulip Limited.

David Forde, Group Chief Executive Officer

David Forde was appointed Group Chief Executive Officer in November 2020. Prior to joining the Company, David was the Managing Director of Heineken UK, a leading producer of beer and cider brands in the UK market, as well as a significant pub operator, with approximately 2,500 outlets in its estate. David worked with Heineken for 31 years and had extensive experience in senior leadership positions across the business. He started his career with the Sales & Marketing team at Heineken Ireland, before gaining international experience in the Netherlands and then Poland, where he was Marketing Director. Progressing to senior leadership, David was appointed General Manager of Heineken UK in 2007 and played a key role in Heineken's acquisition of Scottish & Newcastle in 2008 and the subsequent integration of the two businesses. In 2009, David returned to Heineken Ireland as Managing Director, before being appointed Managing Director of Heineken UK in 2013.

Patrick McMahon, Group Chief Financial Officer

Patrick McMahon was appointed Group Chief Financial Officer in July 2020 and is a current member of the Group's ESG Committee. He has held a number of senior management positions within the food and beverage sector across the UK, Ireland and North America over the past 15 years. Having originally joined the Company in 2005, his previous roles include Group Finance Director, Finance Director of a number of the Company's business units and most recently, Group Strategy Director prior to his appointment as Group CFO. Patrick is a Fellow of Chartered Accountants Ireland, having trained at KPMG.

Andrea Pozzi, Group Chief Operating Officer

Andrea Pozzi is the Group's Chief Operating Officer with responsibility for the Group's manufacturing, logistics, procurement and IT functions as well as leading the Group's businesses in Great Britain and the export business. Andrea is a current member of the Group's ESG Committee. He joined the Company in 2010 and has had a number of roles within the Group, including Group Manufacturing Director and Managing Director International (EMEA and Great Britain). Before joining the Company, Andrea held various management positions with the Carlsberg Group, Scottish & Newcastle and Masterfoods.

Vineet Bhalla, Independent Non-Executive Director

Vineet Bhalla was appointed a non-executive Director of the Company on 26 April 2021. Vineet is a highly experienced digital professional, with over 25 years of experience across Defence, Consumer Goods, Health and Retail sectors. Until March 2021, Vineet was chief technology officer and a senior vice president at Burberry plc. He previously held global roles for Unilever as head of IT for their digital marketing and research and development divisions and had led data-driven and digital transformation at scale. Prior to Unilever, Vineet held global technology positions at Diageo enabling data driven transformation of their UK and Ireland Customer Development Teams. Vineet also currently holds a non-executive Director at Moorfields Eye Hospital NHS Foundation Trust where he is also chair of the People and Culture Committee. Vineet brings strong digital transformation skills to the Board.

Jill Caseberry, Independent Non-Executive Director

Jill Caseberry was appointed a Non-Executive Director of the Company in February 2019, a member of the Remuneration Committee in March 2019 and a member of the ESG Committee in September 2020. Jill has extensive sales, marketing and general management experience across a number of blue-chip companies including Mars, PepsiCo and Premier Foods. Jill is a non-executive director, chair of the remuneration committee and member of the audit and nomination committee at Bellway plc and at Halfords plc. Jill is also a non-executive director and a member of the remuneration committee at Bakkavor plc and senior independent director, chair of the remuneration committee and member of the audit and nomination committees of St. Austell Brewery Company Limited. Jill bring considerable experience of brand management and marketing to the Board.

Jim Clerkin, Independent Non-Executive Director

Jim Clerkin was appointed as a non-executive Director of the Company in April 2017. Jim has over 40 years' experience in the beer, wines, and champagne and spirits industry. He was worked in the industry in Ireland, UK, France, Canada, Mexico and the United States at senior levels including managing director and CEO roles. He brings a wealth of experience and knowledge of global drinks to the Board including by way of his roles at Guinness Ireland, Diageo and Allied Domecq for North America. In 2008, Jim was asked to take over the Moet Hennessy (LVMH) wine and spirits business in the US as President and CEO. In 2015, the territory was extended to include North America. In 2020, he was appointed to a new role as President of Strategic Development and advisor to the global CEO. Jim has also served on the Board of the Distilled Spirits Council USA for twelve years. In additional to his professional career, Jim has also been the chairman of Co-operation Ireland (USA) which is a renowned peace and reconciliation charity.

Vincent Crowley, Senior Independent Non-Executive Director

Vincent Crowley was appointed as a Non-Executive Director of the Company in January 2016 and as Senior Independent Director in June 2019. He is a member of the Audit Committee and the Nomination Committee. Vincent was previously both Chief Operating Officer and Chief Executive Officer of Independent News and Media plc, a leading media company. He also served as Chief Executive Officer and subsequently as a non-executive director of APN News & Media, a media company listed in Australia and New Zealand. He initially worked with KPMG in Ireland. Vincent is currently chairman of Altas Investments plc and a non-executive director of Grafton Group plc. Vincent brings considerable domestic and international business experience across a number of sectors to the Board.

Emer Finnan, Independent Non-Executive Director

Emer Finnan was appointed as a Non-Executive Director of the Company in May 2014 and became Chair of the Audit Committee in July 2015 and is a member of the Nomination Committee. She is President, Europe of Kildare Partners, a private equity firm based in London and Dublin, where she is responsible for investment origination in Europe. After qualifying as a chartered accountant with KPMG, she worked in investment banking at Citibank and ABN AMRO in London and then NCB Stockbrokers in Dublin. In 2005 she joined EBS Building Society in Ireland, becoming its Finance Director in early 2010. In September 2012, Emer re-joined NCB Stockbrokers to lead a financial services team in Ireland. She joined Kildare Partners in 2013. She brings considerable financial expertise to the Board.

Helen Pitcher OBE, Independent Non-Executive Director

Helen Pitcher was appointed a Non-Executive Director of the Company in February 2019 and Chair of the Remuneration Committee in March 2019 and is a member of the Group's Nomination Committee and ESG Committee. Helen is currently chairman of a leading board effectiveness consultancy, Advanced Boardroom Excellence Limited, chairman of the Criminal Cases Review Commission, a non-executive director at United Biscuits UK, senior independence director at OneHealth Group Limited and chairman of its remuneration and nominations committees and President of INSEAD Directors Network Board (IDN) and a chairman of INSEAD Directors Club Limited. Helen is the president of KidsOut (a National Children's Charity) and sits on the advisory board for Leeds University Law Faculty. Helen was previously chairman of the Queens Counsel Selection Panel and a board member and remuneration chairman for the CIPD until June 2019. In Helen's earlier career she was part of Grand Metropolitan plc as a divisional director (Board Director Clifton Inns Ltd). In 2015 Helen was awarded an Order of the British Empire ("OBE") for services to business. Helen brings a wealth of experience and knowledge of governance and board effectiveness in a variety of sectors, including the drinks industry, to the Board.

Jim Thompson, Independent Non-Executive Director

Jim Thompson was appointed a Non-Executive Director of the Company and a member of the Audit Committee in March 2019 and is the Chair of the ESG Committee. Jim serves on the board of Directors of Millicom International Cellular SA. He has been a Guest Lecturer at the MBA Programmes at the University of Virginia, Columbia University and George Washington University. He holds an MBA from the Darden School at the University of Virginia where he received the Faculty Award for academic excellence. He has previously worked at Southeastern Asset Management, Mackenzie Cundill and Bryant Asset Management. Jim brings substantial international investment management experience to the Company.

8. OTHER DIRECTORSHIPS

In addition to their directorships of the Company (in the case of the Directors) and its subsidiaries and subsidiary undertakings, the Directors hold, or have held, the following directorships and are or were members of the following partnerships, within the past five years:

Current Name directorships/partnerships		Past directorships/partnerships
–––––––––––––––––––––––––––––––––––– Directors	––––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––––––––––––––
Stewart Gilliland	Tesco plc Natures Way Foods Limited Chapel Down plc	Sutton & East Surrey Water Co Mitchells & Butler plc Booker Group plc Chapel Down Limited Curious Drinks Limited
David Forde		Heineken UK BBPA Portman Group
Patrick McMahon	–	–
Andrea Pozzi	–	–
Vineet Bhalla	Moorfields Eye Hospital NHS Foundation Trust Pavonia Limited	–
Jill Caseberry	Bellway plc Halfords Group plc St. Austell Brewery Company Limited Bakkavor Group plc	Redde Northgate plc
Jim Clerkin	Co-Operation Ireland Onda Seltzer	Moët Hennessy USA Inc Distilled Spirits Council, America

Name	Current directorships/partnerships	Past directorships/partnerships
–––––––––––––––––––––––––––––––––––– Vincent Crowley	–––––––––––––––––––––––––––––––––––– Kilsallagh Consulting Ltd Inner City Enterprise Limited Altas Investments plc Altas Investments International US Holdings Limited National Toll Roads Limited The Irish Australian Chamber of Commerce Greenstar North America Holdings Inc Grafton Group plc The Transition Foundation Altas Investments US Biosystems Holdings Limited	–––––––––––––––––––––––––––––––––––– Irish Australian Chamber of Commerce Limited Highview Enterprises Limited APN News & Media Limited Celtic Anglian Water Limited Altas Investments Solar Holdings Limited SES Tessera Solar Holdings Limited Stirling Energy Systems Limited Tessera Solar Holdings Limited Tessera Solar North America Projects Limited Altas Investments Treasury Limited Celtic Utilities Limited CUL Water Limited Altas Investments Wind Holdings Limited
Directors (continued)		Newsbrands Ireland
Emer Finnan	Kildare Partners Kildare European Partners Fund I and II Kildare Acquisitions Ireland Limited Ireland Fund for Great Britain	Barrow Loan Acquisitions Limited Blackwater S.á r.l. Boyne Acquisitions S.á r.l. Convenient Car Parks Limited Dublin Port Company Forestside Acquisitions Limited Foyleside Acquisitions Limited Kildare Holdings Luxembourg S.á r.l. Liffey Acquisitions S.á r.l. Lyreen Acquisitions S.á r.l. Rye Acquisitions S.á r.l. Slate Acquisitions Limited Temple Street Foundation
Helen Pitcher OBE	Advanced Boardroom Excellence Limited KidsOut Charity UK Criminal Cases Review Commission INSEAD Global Directors Network United Biscuits Leeds University Law Faculty One Health Group	Queens Counsel Selection Pladis Advisory Board CIPD
Jim Thompson	Millicom International Cellular SA	Southeastern Asset Management Kingfisher Single Family Office

8.1 Within the period of five years preceding the date of this document none of the Directors:

• (a) has had any convictions in relation to fraudulent offences;
• (b) has been a member of the administrative, management or supervisory bodies, a director or acted as a senior manager of any company at the time of any bankruptcy, receivership, liquidation or putting into administration of such company; or
• (c) has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director or member of an administrative, management or supervisory body of a company or from acting in the management or conduct of the affairs of a company.
• 8.2 None of the Directors has any actual or potential conflicts of interests between their duties to the Company and their private interests or other duties.

9. CORPORATE GOVERNANCE

9.1 General

The Company is committed to, and recognises the value and importance of, high standards of corporate governance. As at the date of this Prospectus, the Company is in compliance with the provisions set out in the UK Corporate Governance Code, with the exception of provisions 9 and 19. In light of the recent disclosure in the Company's 2021 Annual Report regarding the Group's noncompliance with provisions 9 and 19, the Company provides the following explanations:

• (a) between 15 January 2020 and 2 November 2020, the Company was not in compliance with provision 9 of the UK Corporate Governance Code, whereby the roles of chair and chief executive should not be exercised by the same individual. This was due to the appointment of Stewart Gilliland as interim Executive Chair, following the retirement of Stephen Glancy as CEO, and reflected both the circumstances of the CEO's departure and the need to ensure an orderly and successful transition. On David Forde joining the Company on 2 November 2020, Stewart Gilliland reverted to the role of Non-Executive Chair; and
• (b) the Company is not in compliance with provision 19 of the UK Corporate Governance Code, whereby Directors should not be in post for more than 9 years from the date of their appointment. This is due to the extension of Stewart Gilliland's role as a Non-Executive Director by an additional 12 months (until the annual general meeting in 2022). The decision to extend Stewart Gilliland's role was taken on 2 November 2020 in connection with the announcement of David Forde joining the Company as its new CEO, and reflected the need to ensure an orderly and successful transition.

9.2 Roles and responsibilities of the Board

As at the date of this Prospectus, the Board is comprised of three Executive Directors (being the Group Chief Executive Officer, the Group Chief Financial Officer and the Group Chief Operating Officer) and eight Non-Executive Directors. All of the Non-Executive Directors are considered to be independent except for the Chair of the Company, who was considered to be independent upon appointment. The Board is responsible for the Group's strategy and maintaining an effective system of internal control and regulatory oversight that provides assurance that the Group's divisions operate effectively and that there is an appropriate system of risk management in place consistent with the nature of the Group. The Board is responsible to Shareholders for the financial and operational performance of the Group. This includes clearly laying out the key responsibilities and authorities of the Board itself, of senior management and of those responsible for strategic leadership, performance management, investor relations, risk management, governance and succession planning. The Board also play a key role in establishing the Group's culture and values, setting the tone from the top and ensuring that there is not excessive risk taking within the Group.

Specific key decisions and matters have been reserved for approval by the Board. These include: the establishment of, and changes to, the Group's strategy and management; the Group's capital and corporate structure; the Group's stock exchange listing or PLC status; the composition and membership of the Board; approval of remuneration policy for Executive Directors, the Chair, the Company Secretary and other senior executives and the establishment of share incentive plans upon the recommendation of the Remuneration Committee; determination of the appointment and remuneration of the Non-Executive Directors; determination of interim and recommendation of final dividends having considered the available distributable reserves and regulatory capital requirements of the Group; approval of all major transactions; approval of the Group's budget and financial results; approving certain policies; and the annual review of the effectiveness of the Group's system of internal controls.

9.3 Roles on the Board

The Chair's main responsibility is to lead and manage the work of the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chair will lead the Board to ensure its effectiveness in all aspects of its role, including setting its agenda to align with the Group's strategic objectives and to ensure that adequate time is available for substantive discussion on strategy, performance and key value issues such that Board decisions can be taken on a sound and well-informed basis. The Chair is responsible for encouraging and promoting critical discussion and ensuring that dissenting views can be freely expressed and discussed within the decision-making process.

The Senior Independent Director acts as a sounding board for the Chair and the Directors in the delivery of their respective objectives. He also serves as a conduit, as required, for the views of the other Non-Executive Directors on the performance of the Chair and is responsible for conducting the Chair's annual performance valuation. The Senior Independent Director is available to Shareholders if they have any concerns that they cannot resolve through the normal channels of contact or if such contact is inappropriate. In periods of stress, the Senior Independent Director will work with the Chair and other Directors/shareholders as required to resolve significant issues.

The Chief Executive Officer is accountable and reports to the Board and is responsible for running the Group's business. The Chief Executive Officer's responsibilities include developing the Group's business strategy and management; examining all proposed trade investments and major capital expenditure; approving acquisitions and disposals; leading diversification initiatives, managing the Group's risk profile and ensuring appropriate internal controls are in place; setting Group HR policies; making recommendations to Board Committees; maintaining a dialogue with the Chair and Board on strategic issues facing the Group; and leading the Executive Directors and the senior Executive team in the day to day running of the Group's business.

The Executive Directors are responsible for all matters affecting the performance of the Group, including responsibility for the implementation of strategy, policies, budgets and the financial performance of the Group in a manner consistent with the Group's strategy, risk appetite and other procedures approved by the Board.

The Non-Executive Directors are independent of management. Their role is to effectively and constructively challenge management, monitor the success of management within the risk appetite and control framework set by the Board and provide governance through participation in and chairship of the Board committees.

The Company Secretary supports the Chair, the Chief Executive Officer and the Board Committee Chairs in setting agendas for meetings of the Board and its Committees. He is available to all Directors for advice and support. He is responsible for information flows to and from the Board and the Board Committees and between Directors and senior management. The Company Secretary supports the Chair in respect of training and Board and Committee performance evaluations. He also advises the Board on regulatory compliance and corporate governance matters.

9.4 Succession planning and appointment of Directors

The Board recognises the need to ensure that the Board and management are always well resourced, with the right people in terms of skills and experience to deliver the Company's strategy. Board composition is regularly reviewed to ensure the Board retains an appropriately balanced range of skills, experience and technical ability so that the Group is well placed to achieve its objectives and long-term strategy.

The Nomination Committee is responsible for both Executive and Non-Executive Director succession planning and recommends new appointments to the Board.

Although under the Articles of Association, Directors must retire and stand for re-election every 3 years, in accordance with the requirements of the UK Corporate Governance Code, all Directors are subject to annual re-election by Shareholders at the Company's annual general meeting.

9.5 External appointments and conflicts of interest

Directors have a duty to avoid situations in which they have or may have interests that conflict with those of the Company, unless that conflict is first authorised by the Board.

Prior to taking on additional responsibilities or external appointments, Directors are obliged to obtain authorisation from the Board and it is their responsibility to ensure that they will have sufficient time to fulfil their duties to the Company, including, where appropriate, chairing a committee. The Board considers all requests for permission to accept other directorships carefully.

9.6 Evaluation of Board performance

The performance of the Board is evaluated annually and the Chair is primarily responsible for this evaluation. In accordance with the UK Corporate Governance Code, an external evaluation is carried out every three years. The evaluation includes questions on different aspects of the operation of the Board and its committees and the performance of individual Directors. The Board considers the results of the evaluation and agrees proposals to address any issues identified. The Chair's performance is also reviewed annually and the Senior Independent Director is responsible for this evaluation.

9.7 Board meetings and attendance

The Board meets regularly and all Directors are expected to attend each meeting, unless there are exceptional circumstances that prevent them from doing so. In the year ended 28 February 2021, 16 meetings of the Board were held.

9.8 Independent advice

Independent professional advice is available, on request, to all Directors at the Company's expense.

9.9 Induction and ongoing training

Appropriate training and briefing are provided to all Directors on appointment to the Board and to Board committees, taking into account their individual qualifications, skills and experience. All Directors are required to participate in a comprehensive induction programme which introduces them to the Group's businesses and its senior management. The programme includes individual meetings with the Executive Directors and the Company Secretary; meetings with divisional board members and senior management teams; visits to divisional offices; and a meeting between the Chair of the Audit Committee with the audit partner from Ernst & Young Chartered Accountants.

Ongoing training is arranged to suit the Directors' specific needs and the Chair periodically reviews and agrees with each Director their training and development needs.

9.10 Board committees

To assist the Board in carrying out its functions and to ensure that there is independent oversight of internal controls and risk management, the Board delegates certain functions to its four principal committees: the Remuneration Committee, the Audit Committee, the Nomination Committee and the ESG Committee, each of which is comprised of Independent Non-Executive Directors and, in some cases, the Chair.

The Chair of each committee reports to the Board on the matters discussed at the committee meeting. Each committee has written terms of reference that define their duties, authorities and membership which are approved by the Board and reviewed annually.

Each committee has access to independent expert advice at the Company's expense.

(a) Audit Committee

Current members

The Audit Committee is composed of a chair and at least two other Independent Non-Executive Directors. The current members are Emer Finnan (chair), Vincent Crowley and Jim Thompson.

Role of Audit Committee

Meetings of the Audit Committee will be held at least four times per year and at such other times as required at appropriate intervals in the financial reporting and audit cycle to review the half-year and year-end results and other audit matters. A partner of the external auditor will attend meetings of the Audit Committee when invited. In the year ended 28 February 2021, 11 meetings of the Audit Committee were held.

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by setting the audit plan, reviewing and challenging the integrity of the financial statements of the Group and other financial information before publication and reviewing and challenging the significant financial reporting judgements contained in them. In addition, the Audit Committee supervised the work of the internal audit function and also advises the Board on whether it believes the financial statements provide the necessary information for shareholders to assess the Company's position, performance, business model and strategy; reviews the systems of internal financial, operational and compliance controls on a continuing basis; the arrangements and procedures in place to deal with whistleblowing, fraud and bribery; and the accounting and financial reporting processes, along with the roles and effectiveness of both the Group Internal Audit function and the external auditor.

(b) Remuneration Committee

Current members

The Remuneration Committee is comprised of at least three members, all of whom must be independent Non-Executive Directors. The current members are Helen Pitcher (chair), Jill Caseberry and Jim Clerkin.

Role of Remuneration Committee

Meetings of the Remuneration Committee will be held at least twice a year and at such other times as may be necessary. In the year ended 28 February 2021, 10 meetings of the Remuneration Committee were held.

The Remuneration Committee is responsible for determining and agreeing with the Board the framework or broad policy for the remuneration packages of the Chair, the Executive Directors and the Company Secretary. The remuneration and terms of appointment of the Non-Executive Directors are determined by the Board as a whole. The Remuneration Committee's responsibilities also include reviewing the remuneration of senior management teams as it is designated to consider; oversee any major changes in employee benefits structures through the Group; approve the design of targets for performance related pay schemes operated by the Company; and determine the policy for pension arrangements for Executive Directors and other designated senior executives.

The Chair (or Chief Executive, as appropriate) is consulted on proposals relating to the remuneration of the other executive directors and the senior management teams and the Senior Independent Director is consulted on proposals relating to the Chair's remuneration. When appropriate, the Chair is invited by the committee to attend meetings but is not present when his/her own remuneration is considered.

(c) Nomination Committee

Current members

The Nomination Committee is comprised of Independent Non-Executive Directors. The current members are Stewart Gilliland (chair), Emer Finnan, Vincent Crowley and Helen Pitcher.

Role of Nomination Committee

Meetings of the Nomination Committee will be held at least twice a year and at such other times as may be necessary. In the year ended 28 February 2021, 11 meetings of the Nomination Committee were held.

The Nomination Committee ensures that the balance of Directors remains appropriate as the Group develops and that there is effective succession planning for senior positions within the Group. The Nomination Committee is also responsible for: reviewing the structure, size and composition (including the skills, knowledge, independence, experience and diversity, including gender, ethnic and social backgrounds) of the Board; considering the succession planning requirements for Directors and other senior executives; leading the process for Board appointments and preparing descriptions of the role and capabilities required for a particular appointment; keeping under review the leadership needs of the Group, with a view to ensure it remains competitive in the marketplace; and reviewing and considering the performance and effectiveness of the committee through the results of the Board and committee performance evaluation process.

(d) ESG Committee

Current members

The ESG Committee is comprised of both Non-Executive Directors and Executive Directors. The current members are Jim Thompson (chair), Helen Pitcher, Jill Caseberry, Patrick McMahon and Andrea Pozzi.

Role of ESG Committee

Meetings of the ESG Committee will be held at least four times a year and at such other times as may be necessary. In the year ended 28 February 2021, two meetings of the ESG Committee were held.

The ESG Committee was constituted by the Board in July 2020 to assist the Board in defining and regularly reviewing the Group's strategy relating to ESG matters and in setting relevant KPIs; develop and review regularly the policies, programmes, practices, targets and initiatives of the Group relating to ESG matters ensuring they remain effective and up to date and consistent with good industry practice; provide oversight of the Group's management of ESG matters and compliance with relevant legal and regulatory requirements, including applicable rules and principles of corporate governance, and applicable industry standards; report on these matters to the Board and, where appropriate, make recommendations to the Board; and report as required to the shareholders of the Company on the activities and remit of the ESG Committee.

10. DIRECTORS' SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

10.1 Each of the Executive Directors has entered into a service agreement with the Company as follows:

Executive Director –––––––––––––––––––––––––	Effective Date –––––––––––––––––––	Notice period from the Director ––––––––––––––––	from the Company ––––––––––––––––	Payment on early termination(1) ––––––––––––––––
David Forde	2 November 2020	12 months	12 months	12 months' compensation
Patrick McMahon	23 July 2020	12 months	12 months	12 months' compensation
Andrea Pozzi	1 June 2017	12 months	12 months	12 months' compensation

(1) The Executive Director may be entitled to receive up to 12 months' compensation. Compensation is limited to base salary due for any unexpired notice period.

10.2 Each of the Non-Executive Directors has entered into a letter of appointment with the Company as follows:

Non-Executive Director ––––––––––––––––––––––––	Effective Date –––––––––––––––––––	Notice period from the Director ––––––––––––––––	Notice period from the Company ––––––––––––––––	Group liability in the event of early termination ––––––––––––––––
Stewart Gilliland	5 July 2018	3 months	3 months	Accrued fees
Vineet Bhalla	26 April 2021	3 months	3 months	Accrued fees
Jill Caseberry	7 February 2019	3 months	3 months	Accrued fees
Jim Clerkin	1 April 2020	3 months	3 months	Accrued fees
Vincent Crowley	1 January 2019	3 months	3 months	Accrued fees
Emer Finnan	1 May 2020	3 months	3 months	Accrued fees
Helen Pitcher OBE	7 February 2019	3 months	3 months	Accrued fees
Jim Thompson	1 March 2019	3 months	3 months	Accrued fees

10.3 Save as set out in paragraph 10.1 of this Part XI (Additional Information), there are no existing or proposed service agreements between any Director and any member of the Group providing for benefits upon termination of employment.

11. DIRECTORS' INTERESTS

11.1 The table below sets out the interests of the Directors (all of which are beneficial and include interests of persons connected to them) in the share capital of the Company as at the Latest Practicable Date and immediately following completion of the Rights Issue.

	As at the Latest Practicable Date(3) ––––––––––––––––––––––––––		Immediately following completion of the Rights Issue(1)(2) ––––––––––––––––––––––––––
	Number of Ordinary Shares ––––––––––––	Per cent. of Ordinary Shares ––––––––––––	Number of Ordinary Shares ––––––––––––	Per cent. of Ordinary Shares ––––––––––––
Directors
Stewart Gilliland	129,165	0.040	162,860	0.041
David Forde	0	0.000	0	0.000
Patrick McMahon	52,723	0.016	66,161	0.017
Andrea Pozzi	126,514	0.039	159,517	0.041
Vineet Bhalla	0	0.000	0	0.000
Jill Caseberry	5,000	0.002	6,304	0.002
Jim Clerkin	45,000	0.014	56,739	0.014
Vincent Crowley	20,000	0.006	25,217	0.006
Emer Finnan	7,954	0.002	10,028	0.003
Helen Pitcher OBE	0	0.000	0	0.000
Jim Thompson	157,780	0.049	198,939	0.051

⁽¹⁾ Assuming that such persons are entitled to participate in the Rights Issue in respect of all of the Ordinary Shares in which they have a notifiable interest as set out against their names in the table above and they take up their entitlements in full.

(3) This includes Ordinary Shares held under the PSS.

11.2 The following Directors have options outstanding under the C&C Group Employee Share Plans:

Name of Director	Date of grant	Number of Ordinary Shares under option	Exercise price (€)	Date of vesting
–––––––––––––––––––––––––	–––––––––––––––––––	––––––––––––––––	––––––––––––––––	––––––––––––––––
David Forde
Buy-out 1 (granted under LTIP)	3 November 2020	421,318	–	3 November 2022
Buy-out 2 (granted under LTIP)	3 November 2020	421,318	–	3 November 2023
LTIP	2 December 2020	363,357	–	2 December 2023
Patrick McMahon
LTIP	11 February 2019	124,794	–	11 February 2022
LTIP	2 December 2020	221,174	–	2 December 2023
Andrea Pozzi
LTIP	23 May 2019	142,904	–	23 May 2022
LTIP	2 December 2020	188,421	–	2 December 2023
ESOS	1 June 2017	146,833	3.40	1 June 2020

⁽²⁾ Assuming that no further Ordinary Shares are issued as a result of any options or awards under the C&C Group Employee Share Plans between the Latest Practicable Date and the date of completion of the Rights Issue.

12. DIRECTORS' COMPENSATION

12.1 In the year ended 28 February 2021, the aggregate total remuneration paid (including contingent or deferred compensation) and benefits in kind granted (under any description whatsoever) to the Directors by the Company was €3,265,000 as set out below.

Name –––––––––––––––––––––––––	Salary/ fees –––––––––	Taxable benefits –––––––––	Annual bonus –––––––––	Long term incentives –––––––––	Pension related benefits –––––––––	Misc –––––––––	Total –––––––––
				(€000's)
Stewart Gilliland(1)	377	–	–	–	–	–	377
David Forde(2) .	230	17	–	–	12	1,472(6)	1,731
Patrick McMahon(3)	255	19	–	–	13	–	287
Andrea Pozzi (4)	311	27	–	–	90	–	428
Vineet Bhalla(5)	–	–	–	–	–	–	–
Jill Caseberry	64	–	–	–	–	–	64
Jim Clerkin	61	–	–	–	–	–	61
Vincent Crowley	80	–	–	–	–	–	80
Emer Finnan	84	–	–	–	–	–	84
Helen Pitcher OBE	82	–	–	–	–	–	82
Jim Thompson	71	–	–	–	–	–	71

(1) The fees paid to Stewart Gilliland for the year ending 28 February 2021 reflect his appointment as Interim Executive Chair from 16 January 2020 until 2 November 2020.

• (2) Figures for David Forde are from 2 November 2020, the date he joined the Board.
• (3) Figures for Patrick McMahon are from 23 July 2020, the date he joined the Board.
• (4) The remuneration for Andrea Pozzi was translated from Sterling using the average exchange rate for the financial year.
• (5) Vineet Bhalla joined the Board on 26 April 2021 and was therefore not compensated for the year ending 28 February 2021.
• (6) This is the value of the awards granted to David Forde to compensate him for remuneration forfeited to join the Company.
• 12.2 The total amount set aside or accrued by the Company to provide pension, retirement or other benefits to the Directors in the year ending 28 February 2021 was €115,000.

13. C&C GROUP EMPLOYEE SHARE PLANS

A summary of the key terms of the C&C Group Employee Share Plans is set out below.

(a) Terms common to the C&C Group Employee Share Plans

Overall plan limits

Except in relation to R&R and DBP, in any ten-year period, not more than 10 per cent. of the issued share capital may be issued under the C&C Group Employee Share Plans and all other employees' share plans adopted by the Company from time to time. This will include awards satisfied with Ordinary Shares held in treasury as if they were newly issued Ordinary Shares.

Source of shares

Awards under the majority of the C&C Group Employee Share Plans may be granted over newly issued Ordinary Shares, Ordinary Shares held in treasury or Ordinary Shares purchased in the market. For R&R and DBP, only Ordinary Shares purchased in the market can be used.

Timing of awards

Except for R&R, awards are normally made within six weeks following the announcement of results for any period. Awards may be granted outside these periods in exceptional circumstances, as determined by the Board. Awards under R&R can be granted at any time.

Except under R&R and DBP, no awards may be granted more than 10 years after the date on which the relevant plan is approved by the shareholders of the Company. For R&R, no awards may be granted after 2 July 2025.

Amendments

The Board can amend the C&C Group Employee Share Plans in any way, provided that no changes may be made which would impact the tax-advantaged nature of the PSS.

However, for all the C&C Group Employee Share Plans except R&R and DBP, shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and plan limits, the basis for determining a participant's entitlement to, and the terms of, the Ordinary Shares or cash comprised in awards, the adjustment of awards on any variation in the Company's share capital and the amendment powers. Minor amendments can however be made without shareholder approval to benefit the administration of the C&C Group Employee Share Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment.

Except in relation to the PSS, no change to the C&C Group Employee Share Plans to the disadvantage of participants can be made without the approval of the majority of affected participants.

General

Any Ordinary Shares issued under the C&C Group Employee Share Plans will rank equally with Ordinary Shares of the same class in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

Options and awards granted under the C&C Group Employee Share Plans are personal to participants and, except on death, may not be transferred.

Awards will not form part of pensionable earnings.

(b) PSS

The PSS is a share ownership plan designed to deliver tax favourable treatment to UK and Irish participants. Part A of the plan is designed to comply with Irish law and Part B of the plan is designed to comply with UK law. The PSS has been taken up by employees of the Group.

Eligibility

Under Part A, all Irish tax-resident employees of the Company and any participating subsidiaries must be offered the opportunity to join the plan. The Board can set a minimum qualifying period of employment which must be at least one month.

Under Part B, all UK tax-resident employees of the Company and any participating subsidiaries must be offered the opportunity to join the plan. The Board can set a minimum qualifying period of employment which may not exceed 18 months or, in certain circumstances, six months.

Partnership Shares

The Board may invite participants to buy Ordinary Shares using contributions from pre-tax salary ("Partnership Shares") up to a maximum limit set by the Board which cannot exceed such limits set by the relevant tax authority from time to time. A participant may stop and start deductions at any time.

Partnership Shares may be withdrawn by the participant at any time and are not forfeitable in any circumstances but the participant will usually have to pay income tax if the Partnership Shares are taken out of the plan within a period set by the relevant tax authority.

Matching Shares

Where a participant buys Partnership Shares, the Board may award the participant free, additional Ordinary Shares ("Matching Shares"). Participants may at the Board's discretion be awarded up to such matching ratio as set by the relevant tax authority from time to time. The ratio is currently 1:1.

There is a holding period during which the participant cannot withdraw the Matching Shares from the plan unless the participant leaves employment or a change of control event occurs.

Free Shares

Under Part B, free Ordinary Shares ("Free Shares") up to a maximum limit set from time to time by HMRC can be offered. This is not currently offered by the Company.

Dividends

Under Part B, the Board may allow a participant to reinvest any dividends paid on Free Shares, Partnership Shares or Matching Shares in buying additional Ordinary Shares ("Dividend Shares") which must be held in the plan for three years, unless the participant leaves employment or a change of control event occurs. Dividend Shares are not forfeitable in any circumstances. This is not currently offered by the Company.

Variation of capital

In the event of a rights issue, participants in Part B of the plan have agreed that some of the rights attached to the Ordinary Shares in the plan can be sold to fund the exercise of the rights attached to the other Ordinary Shares in the plan ("tail swallowing"), unless the participant provides cash to take up the rights in full or instructs that all the rights should be sold. Participants in Part A of the plan must give an instruction as to whether the rights should be taken up in full, sold in full or opt for "tail swallowing".

(c) MCB compensation awards

In July 2019, the Company committed to delivering Ordinary Shares to employees of Matthew Clark and Bibendum, which the Group acquired, who had previously lost money in a share plan operated by the previous owners of Matthew Clark and Bibendum. To qualify for the award, the employees must have participated in the PSS for at least two years. The Ordinary Shares are due to be delivered in May 2021 and will be equivalent in value to the amount the employees had saved in the share plan of the previous owners of Matthew Clark and Bibendum. These additional Ordinary Shares will be delivered for free and the number of Ordinary Shares received will be grossed up to cover the associated personal tax. In addition, any employee who was not participating in the PSS in July 2019, was given the opportunity to join the plan at that time and to then be awarded Ordinary Shares after two years on the same basis as above. Shares promised to current employees in relation to the MCB compensation awards will be granted in the form of conditional awards under the R&R plan which immediately vest on grant. A cash settlement will be made to those who have left the business. The overall value of the award will be £545,787. The Shares are expected to be delivered to employees on 27 May 2021. The exact number of Shares to be delivered is not currently known as it will be the number that is equal in value to the award, less the cash settlement for those who have left the business, based on the Company's closing share price on 26 May 2021.

(d) Terms common to the DBP, ESOS and LTIP ("Executive Plans")

Eligibility

Awards may be granted to any employee of the Group, including any Executive Director, at the discretion of the Board.

Overall limits of the Executive Plans

Except for DBP, in any 10-year period, not more than five per cent. of the issued share capital may be issued under awards granted under the Executive Plans and any other discretionary employees' share plans adopted by the Company. This includes awards satisfied with Ordinary Shares transferred out of treasury.

Malus and clawback

The Board may, prior to the vesting of an award, or, for the LTIP and ESOS, after vesting and within two years of the end of the performance period or, for DBP, within two years of the grant date, decide to reduce the number of Ordinary Shares to which an award relates, cancel the award or impose further conditions or require the participant to make a repayment in respect of an award. The circumstances where this can apply are where the Board considers there has been a material misstatement of the Company's published accounts, gross misconduct by the participant, (for awards granted after 29 April 2021) a material corporate failure in any existing or former member of the Group or business unit or serious reputational damage to any existing or former member of the Group or material business unit or, for DBP (and LTIP awards granted after 29 April 2021), an error in assessing any performance condition applying to the bonus in respect of which the award was granted or applying to the vesting of the award.

Variation of capital

In the event of any variation in the share capital of the Company, the Board may make such adjustments as it considers appropriate to the number of Ordinary Shares under award and, where appropriate, the exercise price of an option.

Takeovers and reorganisation

Awards will vest in the event of a change of control of the Company to the extent any performance condition has been met up to the event (where relevant) and, for the LTIP only, unless the Board decides otherwise, will be pro-rated for time. Internal reorganisation does not automatically trigger the early vesting of awards.

Alternatively, the Remuneration Committee may permit or, in the case of an internal reorganisation, require options and awards to be exchanged for equivalent options and awards which relate to shares in another company.

(e) LTIP

Forms of awards

Awards may be granted as (a) a conditional right to acquire Ordinary Shares in the future at no cost; (b) an option with a nil exercise price or (c) a right to receive a cash amount which relates to the value of a certain number of notional Ordinary Shares. A participant can be asked to accept an award granted after 29 April 2021 within 3 months of grant, otherwise their award may lapse.

Outstanding options

There are outstanding options granted under the LTIP which include options granted to buy-out equity which individuals forfeit on leaving an old employer when they join the Company. The buy-out equity that is currently outstanding includes Buy-out 1 and Buy-out 2 as set out in paragraph 11.2 of this Part XI (Additional Information).

Individual limits

The market value of Ordinary Shares over which LTIP awards are granted to a participant shall not exceed 250 per cent. of salary in aggregate. In exceptional circumstances, the limit may be up to 500 per cent. of salary.

Vesting and performance conditions

The vesting of awards will be subject to the satisfaction of performance conditions which will be set by the Board before the grant of an award. A performance period shall be at least three years long. For awards granted after 29 April 2021, the Board has discretion to adjust vesting levels if it considers that the vesting level does not properly reflect Group financial performance over the vesting period or the vesting level is inappropriate taking into account any factors that the Board considers relevant, including shareholder expectations. This adjustment should also be considered on a takeover or where a participant leaves the Group.

Vesting and release of awards

In normal circumstances, the award will be released and Ordinary Shares delivered to the participant on the vesting date (if no holding period applies) or at the end of the holding period.

Holding period

Awards may be subject to a holding period of up to two years from the date of vesting. During the holding period, a participant will only lose the award where employment is terminated due to summary dismissal. Other than in the case of death or summary dismissal, if a participant leaves during the holding period, it will continue to the normal release date. In the event of the participant's death, the award will be released as soon as practicable.

Dividend equivalents

The Board may decide at any time before Ordinary Shares are transferred to a participant that they will receive additional cash or Ordinary Shares equal in value to any dividends payable between the grant date and the date the Ordinary Shares are transferred to the participant.

Leaving the Group

If a participant leaves employment due to injury, ill-health, disability, redundancy, retirement, transfer of the employing business or company out of the Group or for any other reason at the discretion of the Board (except where the participant has been summarily dismissed), the award will be released on the normal release date subject to performance and time pro-rating, unless the Board decides otherwise. Alternatively, the Board may allow an award to vest early, subject to performance up to the date that the participant leaves and time pro-rating. If a participant dies, the award will be released as soon as practicable after the date of death, subject to performance and time pro-rating, unless the Board decides otherwise. In all other circumstances the award will lapse on the date of leaving.

(f) ESOS

Awards have been granted as options to acquire Ordinary Shares, with a per Ordinary Share exercise price equal to the market value of an Ordinary Share at the date of grant (an "Option"). All Options have now vested and no further Options will be granted.

(g) DBP

Forms of awards

Awards may be granted as (a) a conditional right to acquire Ordinary Shares in the future at no cost or (b) an option with a nil exercise price to any eligible employee who received an annual bonus that must be deferred into an award over Ordinary Shares. A participant can be asked to accept an award granted after 29 April 2021 within 3 months of grant, otherwise their award may lapse.

Individual Limits

In normal circumstances, the DBP will operate to defer a specified percentage of bonus for certain employees.

Vesting of awards

Awards normally vest after two years although the Board may set different vesting schedules.

Dividend equivalents

The Board may decide at any time before an award vests that they will receive an amount equal in value to any dividends payable between the grant date and the date the Ordinary Shares are transferred to the participant.

Leaving the Group

If a participant is summarily dismissed from the Group, the award will lapse. If a participant leaves employment by the Group due to death, ill-health, injury or disability, the award will vest as soon as practicable after the date of leaving, unless the Board determines otherwise. In all other cases awards will be retained and vest on the normal vesting date. The Board may allow an award to vest before the normal vesting date in exceptional circumstances.

(h) R&R

Eligibility

Awards may be granted to any employee of the Group, excluding any Director, at the discretion of the Board.

Forms of awards

Awards may be granted as (a) a conditional right to acquire Ordinary Shares in the future at no cost or (b) an option with a nominal exercise price.

Individual Limits

The Board can determine the number of Ordinary Shares under an R&R award at the grant date.

Performance conditions

The performance conditions and/or other terms and conditions for awards are specifically approved by the Board at the time of each individual award, following a recommendation by the Remuneration Committee. Performance conditions vary per award but include some or all of the following conditions; continuous employment, performance targets linked to the business unit to which the recipient is aligned or a requirement to have a personal shareholding of the Company stock at the end of the performance period.

Vesting of awards

Awards that are subject to a performance condition will normally vest as soon as practicable following the end of the performance period (or on such later date as the Board determines) to the extent that any performance condition has been satisfied. The Board has discretion to set the vesting date(s) for awards not subject to performance. For awards granted after 29 April 2021, the Board has discretion to adjust vesting levels if it considers that the vesting level does not properly reflect Group financial performance over the vesting period or the vesting level is inappropriate taking into account any factors that the Board considers relevant, including shareholder expectations. This adjustment should also be considered on a takeover or where a participant leaves the Group.

Malus and clawback

For awards granted after 29 April 2021, the Board may, prior to the vesting of an award or within two years after vesting, decide to reduce the number of Ordinary Shares to which an award relates, cancel the award or impose further conditions or require the participant to make a repayment in respect of an award. The circumstances where this can apply are where the Board considers there has been a material misstatement of the Company's published accounts, gross misconduct by the participant, a material corporate failure in any existing or former member of the Group or business unit, serious reputational damage to any existing or former member of the Group or material business unit or an error in assessing any performance conditions.

Cash alternative

Where an award has vested (or, in the case of an option, has been exercised) the Board may elect, instead of delivering Ordinary Shares, to pay cash to the participant. The amount to be paid (subject to deduction of tax or similar liabilities) shall be equal to the market value of the Ordinary Shares which have vested (less any exercise price for an option).

Takeovers and reorganisation

Normally, awards will vest in the event of a change of control of the Company subject to the satisfaction of any performance conditions at that time and, unless the Remuneration Committee decides otherwise, time pro-rating. An internal reorganisation will not automatically trigger the early vesting of awards but will be exchanged for shares in the acquiring company.

Leaving the Group

If a participant leaves employment due to death, injury, ill-health, disability, redundancy, retirement, transfer of the employing business or company out of the Group or for any other reason at the discretion of the Remuneration Committee, the award will vest on the date of cessation unless the Remuneration Committee decides that it should vest on the normal vesting date. Vesting will be subject to the satisfaction of any performance conditions at that time and, unless the Board decides otherwise, time pro-rating.

Variation of capital

In the event of any variation in the share capital of the Company, the Board may make such adjustments as it considers appropriate to the number of Ordinary Shares under award and, where appropriate the exercise price of an option.

(i) Employee Trust

The Company operates an employee benefit trust, the C&C Employee Trust, which is used alongside the C&C Group Employee Share Plans. As at the Latest Practicable Date, the C&C Employee Trust held 1,736,396 Ordinary Shares.

14. SIGNIFICANT SUBSIDIARIES

The Company is the holding company of the Group. The table below sets out the significant subsidiaries of the Company, the percentage ownership, the percentage of voting power held (if different from the percentage ownership) and whether the subsidiary is directly or indirectly held:

Name ––––––––––––––––––––––––––––––––––––	Country of Incorporation/ Residence –––––––––––––––	Percentage ownership –––––––––––––––	Percentage of voting rights held –––––––––––––––	Directly/ Indirectly held –––––––––––––––
Bulmers Limited	Ireland	100(1)	100	Directly
Cantrell & Cochrane Limited	Ireland	100	100	Directly
Cravenby Limited	Ireland	100	100	Directly
Fruit of the Vine Limited	Ireland	100	100	Directly
C&C Brands Limited	Ireland	100	100	Directly
C&C Financing DAC	Ireland	100	100	Directly
C&C Finco Limited	Ireland	100	100	Directly
C&C Group International Holdings
Limited	Ireland	100	100	Directly
C&C Group Irish Holdings Limited	Ireland	100	100	Directly
C&C Group Sterling Holdings Limited	Ireland	100	100	Directly
C&C (Holdings) Limited	Ireland	100	100	Directly
M&J Gleeson & Co Unlimited Company	Ireland	100	100	Directly
The Annerville Financing Company	Ireland	100	100	Directly
Wm. Magner Limited	Ireland	100	100	Directly
Wm. Magner (Trading) Ltd	Ireland	100	100	Directly
C&C Holdings (NI) Limited	Northern Ireland	100	100	Directly
Tennent's NI Limited	Northern Ireland	100	100	Directly
Bibendum Group Limited	England & Wales	100	100	Directly
Bibendum Off Trade Limited	England & Wales	100	100	Directly
Bibendum PLB (Topco) Limited	England & Wales	100	100	Directly
Bibendum Wine Limited	England & Wales	100	100	Directly
Magners GB Limited	England & Wales	100	100	Directly
Matthew Clark Bibendum (Holdings)
Limited	England & Wales	100	100	Directly
Matthew Clark Bibendum Limited	England & Wales	100	100	Directly
C&C IP UK Limited	England & Wales	100	100	Directly
Tennent Caledonian Breweries UK Limited	Scotland	100	100	Directly
Tennent Caledonian Breweries Wholesale
Limited	Scotland	100	100	Directly
Wellpark Financing Ltd	Scotland	100	100	Directly
C&C IP (No 2) S.á r.l.	Luxembourg	100	100	Directly
C&C IP S.á r.l.	Luxembourg	100	100	Directly
C&C Luxembourg S.á r.l.	Luxembourg	100	100	Directly
Vermont Hard Cider Company Holdings Inc.	United States (Delaware)	100	100	Directly

(1) Except for 13 untraceable shares out of a total of 600,000 issued shares.

15. MAJOR SHAREHOLDERS

15.1 As at the Latest Practicable Date, in so far as the Company is aware, the following persons (other than Directors) are directly or indirectly, interested in 3 per cent. or more of the voting rights of the Company (being the threshold for notification of voting rights under the Companies Act):

	As at the Latest Practicable Date ––––––––––––––––––––––––––		Immediately following completion of the Rights Issue(1) ––––––––––––––––––––––––––
Name ––––––––––––––––––––––––––––––––––––––––––––––	Number of Ordinary Shares ––––––––––––	Per cent. of Ordinary Shares ––––––––––––	Number of Ordinary Shares ––––––––––––	Per cent. of Ordinary Shares ––––––––––––
Artemis Investment Management LLP	46,564,845		14.94 58,712,195	14.94
Fidelity Management & Research
Co. LLC	26,823,505		8.61 33,820,941	8.61
Investec Asset Management Limited	15,391,039		4.94 19,406,092	4.94
BlackRock, Inc.	14,829,887		4.76 18,698,553	4.76
FIL Investment Advisors (UK) Ltd.	13,051,606		4.19 16,456,372	4.19
Silchester International Investors LLP	12,341,061		3.96 15,560,468	3.96

(1) Assuming that such persons are entitled to participate in the Rights Issue in respect of all of the Ordinary Shares in which they have a notifiable interest as set out against their names in the left hand column of the table and they take up their entitlements in full.

• 15.2 Save as disclosed above, as at the Latest Practicable Date, the Company is not aware of any person who holds, or will immediately following completion of the Rights Issue hold, as shareholder (within the meaning of the Disclosure Guidance and Transparency Rules), directly or indirectly, 3 per cent. or more of the voting rights of the Company nor is the Company aware of any persons who, directly or indirectly, jointly or severally, own control the Company.
• 15.3 The Company, and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
• 15.4 None of the Shareholders referred to in this paragraph has different voting rights from any other Shareholder in respect of any Ordinary Shares held by them.

16. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by a member of the Group within the period of two years immediately preceding the date of this document which are or may be material to the Company or the Group.

16.1 Joint Sponsors and Rights Issue Underwriting Agreement

Pursuant to a joint sponsor and rights issue underwriting agreement dated 26 May 2021 between the Company and the Underwriters (the "Underwriting Agreement"), the Underwriters have agreed severally to use reasonable endeavours to procure subscribers for, or, failing which, the Underwriters have agreed severally themselves to subscribe for, New Ordinary Shares not taken up under the Rights Issue, in each case at the Issue Price.

In consideration of their services under the Underwriting Agreement, and subject to their obligations under the Underwriting Agreement having become unconditional and the Underwriting Agreement not having been terminated, the Company has agreed to pay the Underwriters: (i) a commission of 2.25 per cent. of the aggregate value at the Issue Price of the maximum number of New Ordinary Shares comprised in the Rights Issue; and (ii) in its sole discretion, a commission of up to 0.50 per cent. of the aggregate value at the Issue Price of the maximum number of New Ordinary Shares comprised in the Rights Issue. The Underwriters will pay any sub-underwriting fees out of such commissions (if and to the extent that sub-underwriters are or have been procured).

The Company has also agreed, regardless of whether the Underwriters' obligations under the Underwriting Agreement become unconditional or the Underwriting Agreement is terminated, that the Company shall pay all costs and expenses properly incurred in connection with, or incidental to, the Rights Issue, Admission and the arrangements contemplated by the Underwriting Agreement (subject to certain caps).

The obligations of the Underwriters under the Underwriting Agreement are subject to certain customary conditions, including, amongst others:

• (a) Admission having occurred not later than 8.00 a.m. (London/Dublin time) on 27 May 2021 or such later time and/or date (not later than 3 June 2021) as the Company and the Joint Global Co-ordinators (acting for themselves and on behalf of the other Underwriter) may agree; and
• (b) the Company having complied with all of its obligations and undertakings under the Underwriting Agreement and under the terms or conditions of the Rights Issue which fall to be performed or satisfied prior to Admission, in each case save for any non-compliance which, in the good faith opinion of the Joint Global Co-ordinators (acting for themselves and on behalf of the other Underwriter), is not material in the context of the Rights Issue, the underwriting of the New Ordinary Shares or Admission; and
• (c) the warranties and representations on the part of the Company in the Underwriting Agreement being true and accurate in all respects and not misleading in any respect on and as of the date of the Underwriting Agreement, the date on which this Prospectus is published, immediately prior to the publication of any supplementary prospectus published prior to Admission and immediately prior to Admission, as if they had been repeated by reference to the facts and circumstances then existing.

If, at any time before Admission, certain customary termination events occur, including if:

• (a) any statement in this Prospectus or any other relevant document is or has become untrue, inaccurate or misleading in any respect, in each case which any of the Joint Global Co-ordinators considers in its sole judgement (acting in good faith) to be (singly or in the aggregate) material in the context of the Group, the Rights Issue, the underwriting of the New Ordinary Shares or Admission;
• (b) in the good faith opinion of any of the Joint Global Co-ordinators there has been a material adverse change (including a development that would be reasonably likely to cause a material adverse change);
• (c) certain material changes have occurred in the markets, the effect of which any of the Joint Global Co-ordinators considers, in its sole judgement (acting in good faith after consultation with the Company where reasonably practicable in the circumstances), is such as to make it impracticable or inadvisable to proceed with Admission, the Rights Issue or the underwriting of the New Ordinary Shares; and
• (d) the application for Admission is withdrawn by the Company and/or refused by the FCA or the London Stock Exchange (as appropriate) or, in the good faith opinion of any of the Joint Global Co-ordinators, will not be granted,

each of the Joint Global Co-ordinators (acting for itself and, if relevant, on behalf of the other Underwriter) shall be entitled, in its absolute discretion, at any time prior to Admission, to terminate the Underwriting Agreement in respect of its appointment as joint global co-ordinator, joint bookrunner and underwriter (as the case may be) with immediate effect by giving notice to the Company, save that if one or more of the Underwriters, including one of the Joint Global Coordinators (the "Continuing Bank(s)"), still wish to allow Admission to proceed, it or they may do so (in which case the Underwriting Agreement shall not terminate in respect of the Continuing Bank(s) and the Company).

In addition, if any matter arises which either of the Sponsors (acting in good faith) considers may adversely affect its ability to perform its functions under Chapter 8 of the Listing Rules or fulfil the obligations of a sponsor, such Sponsor shall, for itself in its capacity as sponsor only, be entitled, to terminate the Underwriting Agreement insofar as it relates to the obligations of such Sponsor in its capacity as sponsor. If one of the Sponsors does not so wish to terminate its obligations, it may continue to act in its role as sponsor notwithstanding the termination of the other Sponsor.

The Company has given certain undertakings, representations and warranties and indemnities to the Underwriters in the Underwriting Agreement and the Company has, amongst other things, agreed not to issue any Ordinary Shares or securities convertible into Ordinary Shares during a period of 180 days from the date of settlement of the Underwriters' payment obligations to the Company under the Underwriting Agreement without the prior written consent of each of the Joint Global Coordinators (acting for themselves and on behalf of the other Underwriter), other than in relation to (i) the issuance of the New Ordinary Shares to be issued in the context of the Rights Issue, or (ii) the grant or award in the ordinary course of options or Ordinary Shares under, and allotments and issuances of Ordinary Shares pursuant to, the Company's executive or employee share schemes or incentive plans existing on the date of the Underwriting Agreement or as otherwise disclosed in this Prospectus.

16.2 Facilities Agreement

On 12 July 2018, the Company as an original borrower and an original guarantor, the parties named therein as original subsidiary borrowers and as original subsidiary guarantors, ABN AMRO Bank N.V., Bank of Scotland plc, Barclays Bank Ireland PLC, Coöperatieve Rabobank U.A., HSBC Bank plc, Ulster Bank Ireland Designated Activity Company and The Governor and Company of the Bank of Ireland as mandated lead arrangers and Allied Irish Banks plc as lead arranger, the financial institutions listed therein as original lenders (the "Lenders"), the financial institutions listed therein as hedge counterparties, the financial institutions listed therein as bilateral facility providers and National Westminster Bank plc as agent (the "Agent") entered into a term and multi-currency revolving facilities agreement (the "Facilities Agreement").

The Facilities Agreement was subsequently amended by way of amendment letters dated 20 April 2020, 27 May 2020, 20 October 2020, 14 December 2020 and 5 May 2021, in each case between, amongst others, the Company and the Agent. The amendment letters record agreements made between the Company and its Lenders in relation to, amongst other matters, (i) a waiver of the requirement to apply the proceeds raised via the US Private Placement Notes to prepay the Term Loan Facility (see DCM Issuance Proceeds below), (ii) for the duration of the Waiver Period, the waiver, or loosening, of certain financial covenants and the application of certain liquidity based covenants (see below for a description of the applicable covenants), (iii) amendments to the applicable margin and a rescheduling of the repayment instalments for the Term Loan Facility (see below for the current applicable margins and the remaining term loan repayment instalments) and (iv) the implementation of risk-free rates terms as part of the transition from LIBOR based rates (see brief overview below).

The Facilities Agreement consists of: (i) a multi-currency revolving loan facility in an aggregate amount equal to €450.0 million (the "Revolving Credit Facility"); and (ii) a euro-denominated term loan facility in an aggregate amount equal to €150.0 million (the "Term Loan Facility"). Pursuant to the terms of the Facilities Agreement, the Company may submit a request to any Lender to provide an additional accordion facility in an aggregate amount to be agreed between the Company and the relevant Lender (the "Accordion Facility" and, together with the Term Loan Facility and the Revolving Credit Facility, the "Facilities" and each a "Facility").

The Facilities are made available for the general corporate purposes of any member of the Group and any drawings thereunder represent senior, unsecured payment obligations of the Company which rank at least pari passu with the claims of any of the Company's other unsubordinated and unsecured creditors.

The final maturity date of the Revolving Credit Facility and any Accordion Facility advanced is 11 July 2024 and the Revolving Credit Facility (and any Accordion Facility advanced) is available for drawing up to (and including) the business day falling one month prior to 11 July 2024. As at 21 May 2021, £196.9 million and €16.85 million of the Revolving Credit Facility had been utilised by the Company.

Each loan made under the Revolving Credit Facility is required to be repaid on the last day of its interest period.

The Term Loan Facility (which, as at the date of this Prospectus, had been fully drawn by the Company) is required to be repaid in instalments beginning on 12 July 2019 until the final maturity date (being 12 July 2022). As at the date of this Prospectus, the remaining scheduled repayment instalments on the Term Loan Facility are as follows: (i) €22.5 million on 12 July 2021; (ii) €22.5 million on 12 January 2022; and (iii) €37.5 million on 12 July 2022. As at the date of this Prospectus, €82.5 million of the Term Loan Facility is outstanding.

As at the date of this Prospectus, the interest rate payable on each loan advanced under each Facility for each interest period is the aggregate of EURIBOR or, in relation to any loan denominated in any other currency, LIBOR and a margin.

The Facilities Agreement provides that with effect from the earlier of: (i) 30 September 2021 or any earlier date agreed between the Company, the Agent and all Lenders; and (ii) the date on which the relevant screen rate ceases to be published or otherwise becomes unavailable, risk-free reference rates will apply with respect to loans which are denominated in US dollars or sterling. The applicable riskfree reference rates are the secured overnight financing rate ("SOFR") administered by the Federal Reserve Bank of New York in respect of loans denominated in US dollars and the SONIA ("sterling overnight index average") in respect of loans denominated in sterling. The Facilities Agreement contains detailed provisions relating to the anticipated move from LIBOR to risk-free rates and in relation to the calculation of such rates and applicable fall-back reference rates.

The margin for a Facility is calculated using a margin ratchet by reference to the then prevailing Leverage Ratio of the Group (as evidenced by the Company delivering to the Agent a compliance certificate within 120 days after the end of each of its financial years and within 60 days after the end of the first six-month period comprised in each financial year). The applicable margin for a Facility will be a rate in a range between: (i) 1.00 per cent. per annum and 2.40 per cent. per annum for a loan made under the Revolving Credit Facility; and (ii) 1.00 per cent. per annum and 2.85 per cent. per annum for a loan made under the Term Loan Facility, in each case, depending on the then prevailing Leverage Ratio of the Group. During the Waiver Period (as defined below), the applicable margin will be the highest applicable rate per annum which, in the case of a loan advanced under the Revolving Credit Facility, is 2.40 per cent. per annum and, in the case of a loan advanced under the Term Loan Facility, is 2.85 per cent. per annum.

Customary fees are payable to the Agent along with a commitment fee payable to the Agent (for the account of each (a) original lender under the Facilities Agreement and (b) any bank, financial institution, trust, fund or other entity which has become a party to the Facilities Agreement as a lender) at the rate of 35 per cent. of the margin per annum, payable on the unutilised amounts under the Revolving Credit Facility for the availability period.

The obligations of the Company under the Facilities Agreement and each loan advanced under the Facilities are guaranteed by the Company, the other original subsidiary guarantors named in the Facilities Agreement and certain other subsidiaries of the Group which subsequently acceded to the Facilities Agreement as guarantors.

In addition, subject to certain exceptions and limitations (including those imposed by applicable law), each member of the Group that has gross assets (excluding intra-group items) representing 10 per cent. or more of the consolidated gross assets of the Group or whose earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA (excluding leases)) represents 10 per cent. or more of the Adjusted EBITDA (excluding leases) of the Group (each, a "Material Subsidiary") must become a guarantor under the Facilities Agreement within 60 days of the date that such company becomes a Material Subsidiary.

In addition, subject to certain exceptions and limitations (including those imposed by applicable law), the Company is required to ensure that at all times: (i) the aggregate Adjusted EBITDA (excluding leases) of the Company and all guarantors under the Facilities Agreement is not less than 85 per cent. of the Adjusted EBITDA (excluding leases) of the Group; and (ii) the aggregate gross assets of the Company and all guarantors under the Facilities Agreement is not less than 85 per cent. of the consolidated total assets of the Group (as calculated by reference to the most recent consolidated financial statements of the Group).

The Facilities Agreement contains customary prepayment and cancellation provisions and customary conditions precedent, representations, warranties, financial covenants and events of default, including (but not limited to) the following:

• (a) if required by a Lender, mandatory prepayment of all utilisations provided by that Lender, and cancellation of that Lender's commitments upon a change of control (i.e. where any person or group of persons acting in concert (within the meaning of the Takeover Panel Act 1997 (as amended) of Ireland) gains control (i.e. the power to direct management and policies of the Company whether through the ownership of 50.01 per cent. or more of the voting share capital, by contract or otherwise) of the Company;
• (b) upon a member of the Group receiving the net issuance proceeds under any note purchase facility or on the issue of bonds, notes, debentures, loan stock or any similar indebtedness (together "DCM Issuance Proceeds"), the Company is required to ensure that the relevant borrowers prepay, on a pro rata basis, any loans advanced under the Term Loan Facility in an amount equal to the amount of DCM Issuance Proceeds;
• (c) subject to certain restrictions, voluntary prepayment by the relevant borrower of the whole or any part of a loan advanced under a Facility (subject to a minimum prepayment amount of €10 million and a minimum of five business days' prior notice being provided);
• (d) financial covenants requiring that:
  • (i) the Interest Cover Ratio shall not be less than:
    • (A) if a Minimum Equity Raise has occurred by 31 July 2021 and the Waiver Period (as defined below) has not ended, 2.50:1 (and if a Minimum Equity Raise has not occurred by 31 July 2021, 3.50:1) for the twelve-month period ending on 31 August 2022; and
    • (B) 3.50:1 for the twelve-month period ending on any other half-year date (other than during the Waiver Period (as defined below)); and
  • (ii) the Leverage Ratio shall not exceed:
    • (A) if a Minimum Equity Raise has occurred by 31 July 2021 and the Waiver Period (as defined below) has not ended, 4.50:1 (and if a Minimum Equity Raise has not occurred by 31 July 2021, 3.50:1) for the twelve-month period ending 31 August 2022; and
    • (B) 3.50:1 for the twelve-month period ending on any other half-year date (other than during the Waiver Period (as defined below)),

each calculated by reference to the consolidated financial statements of the Group for a period of 12 months ending on each half-year date, as evidenced by delivery of a compliance certificate by the Company to the Agent;

• (e) financial covenants requiring that, during the Waiver Period only,
  • (i) consolidated liquidity of the Group is not less than €150 million as of each Testing Date; provided that if a Minimum Equity Raise has not occurred by 31 July 2021 the following alternative minimum liquidity amounts will apply at certain Testing Dates:
    • (A) €120 million as of the Testing Dates on 31 July 2021 and 31 December 2021,
    • (B) €80 million as of the Testing Date on 30 June 2022 and
    • (C) €100 million as of the Testing Date on 31 July 2022;
  • (ii) consolidated gross debt of the Group is not more than €750 million as of the end of the half-year date ending on each of 31 August 2021, 28 February 2022 and 31 August 2022 to the extent the Waiver Period has not ended before such date;
• (f) covenants imposing restrictions on the ability of members of the Group to enter into mergers, incur additional financial indebtedness (including intra-group debt), make acquisitions and disposals, grant security or make a substantial change to the general nature of the Group (in each case subject to certain exceptions);
• (g) a covenant expressly permitting any member of the Group to enter into a programme (with a maximum size of £200 million) pursuant to which members of the Group could obtain financing through the non-recourse sale of trade receivables (a "Permitted Receivables Securitisation");
• (h) events of default including non-payment, failure to comply with financial covenants, misrepresentation and breach of other obligations, cross default (in relation to certain other financial indebtedness of the Group, subject to a €25 million de minimis threshold), insolvency, insolvency proceedings, creditors' process (subject to a €7.5 million de minimis threshold), cessation of business, unlawfulness, repudiation of the finance documents and material adverse effect (subject to customary grace periods and thresholds); and
• (i) certain ongoing financial information undertakings (including delivery by the Company to the Agent of compliance certificates within 120 days after the end of each of its financial years and within 60 days after the end of the first six-month period comprised in each financial year).

For the purposes of the covenants in the Facilities Agreement as described above which apply during the Waiver Period:

• (a) "Minimum Equity Raise" means the receipt by the Company of at least €125.0 million of gross cash proceeds from the issuance of new ordinary shares in the Company including in such proceeds the gross amount received by the Company upon issuance of any right to acquire any new ordinary shares in the Company;
• (b) "Waiver Period" means the period from and including 31 March 2020 until the earlier of: (i) the date when the Company has delivered to the Agent a compliance certificate confirming compliance with its financial covenants for a half year date ending on or after 31 August 2021 and prior to 28 February 2023; (ii) the date when the Company has delivered to the Agent a compliance certificate confirming compliance with its financial covenants for the half-year date ending 28 February 2023; or (iii) any date earlier than 28 February 2023 when the Company has delivered to the Agent a compliance certificate confirming compliance with its financial covenants for the 12-month period then ended; and
• (c) "Testing Date" means the end of each calendar month during the Waiver Period.

Upon the occurrence of any event of default which is continuing, the majority lenders (being the Lenders whose commitments aggregate more than 66 2⁄3 per cent. of the total commitments) may direct the Agent to: (i) cancel the total commitments; (ii) declare all or part of the outstanding loans, together with accrued interest, as immediately due and payable; and/or (iii) declare that all or part of the outstanding loans be payable on demand.

The Facilities Agreement is governed by English law.

16.3 US Private Placement Notes

On 26 March 2020, pursuant to a note purchase agreement entered into between the Company and the purchasers listed therein (the "Note Purchase Agreement"), the Company issued: (i) €19.0 million 1.60 per cent. in aggregate principal amount of fixed rate senior notes due 26 March 2030 (the "Series A Notes"); (ii) €57.0 million 1.73 per cent. in aggregate principal amount of fixed rate senior notes due 26 March 2032 (the "Series B Notes"); and (iii) £58.0 million 2.74 per cent. in aggregate principal amount of fixed rate senior notes due 26 March 2030 (the "Series C Notes" and, together with the Series A Bond and the Series B Notes, the "US Private Placement Notes"). The Note Purchase Agreement (and the terms applicable to the US Private Placement Notes) was subsequently amended by way of amendment and waiver agreements dated 27 May 2020, 20 October 2020 and 6 May 2021, in each case entered into between the Company, the guarantors named therein and the purchasers named therein.

The Series A Notes bear interest at a rate of 1.60 per cent. per annum, payable semi-annually in arrears on 26 March and 26 September of each year, from and including 26 September 2020, to and including the maturity date of the Series A Notes (being 26 March 2030).

The Series B Notes bear interest at a rate of 1.73 per cent. per annum, payable semi-annually in arrears on 26 March and 26 September of each year, from and including 26 September 2020, to and including the maturity date of the Series B Notes (being 26 March 2032).

The Series C Notes bear interest at a rate of 2.74 per cent. per annum, payable semi-annually in arrears on 26 March and 26 September of each year, from and including 26 September 2020, to and including the maturity date of the Series C Notes (being 26 March 2030).

In addition to the interest rates set forth above, the Company is also required to pay certain additional fees depending on whether a Minimum Equity Raise is completed by 31 July 2021.

If a Minimum Equity Raise has occurred by 31 July 2021, then the following fees shall apply:

• (i) The Company will be required to pay to each holder of the US Private Placement Notes a fee equal to 0.75 per cent. per annum on the outstanding principal amount of the US Private Placement Notes held by such holder following the first public announcement by any Rating Agency of (a) its ceasing to apply a credit rating to the US Private Placement Notes (and a replacement Investment Grade rating has not been obtained by the Company within 90 days) or (b) a decrease in the credit rating of the US Private Placement Notes with the result that, following such public announcement(s), any of the Rating Agencies rate any of the US Private Placement Notes below investment grade (investment grade being a rating of at least BBB– assigned by any Rating Agency ("Investment Grade")), which fee shall remain payable until such time as the Company has again achieved a rating of Investment Grade from all Rating Agencies which are then rating the US Private Placement Notes (the "Annual BIG Fee"). For these purposes, a "Rating Agency" means a statistical rating organisation that is recognised as a "Credit Rating Provider" (or similar designation) by the National Association of Insurance Commissioners.
• (ii) Additionally, and until the Company reports to the holders of the US Private Placement Notes that the Adjusted EBITDA (excluding leases) of the Group is greater than €120.0 million for the semi-annual period ending 31 August 2020 or for any subsequent annual or semi-annual financial period thereafter, the Company will be required to pay to each holder of the US Private Placement Notes a fee equal to 50 per cent. of an amount equal to 0.75 per cent. per annum on the outstanding principal amount of the US Private Placement Notes held by such holder in circumstances where the Adjusted EBITDA (excluding leases) of the Group reported

to the holders of the US Private Placement Notes for the relevant semi-annual or annual financial period is less than €120.0 million (the "Reduced EBITDA Fee").

(iii) Moreover, the Company will be required to pay to each holder of the US Private Placement Notes a fee equal to 0.75 per cent. per annum (the "Additional Fee") on the outstanding principal amount of each US Private Placement Note if: (i) any rating assigned to the US Private Placement Notes by any Rating Agency falls below "BB-" (or its equivalent), payable for the duration of such downgrade; or (ii) for the 12-month period ending on 31 August 2022, the Interest Cover Ratio does not exceed 3.50:1 and the Leverage Ratio exceeds 3.50:1, payable for the period from 1 September 2022 until such Interest Cover and Leverage Ratios are met; provided that if both (i) and (ii) above are triggered, the Additional Fee shall nonetheless never exceed a single fee equal to 0.75 per cent. per annum in total.

If a Minimum Equity Raise has not occurred by 31 July 2021, then the following fees shall apply instead:

• (i) Until 31 July 2021, the Annual BIG Fee and the Reduced EBITDA Fee shall apply, and the Company shall also be obliged to pay to each holder of the US Private Placement Notes a further fee of 0.75 per cent. per annum for the period from 20 October 2020 to and including 31 July 2021.
• (ii) From and including 1 August 2021, all of the fees described in clause (i) above shall be replaced by a single aggregate fee of 2.25 per cent. per annum for the period from 1 August 2021 until such time as the Company has again achieved a rating of Investment Grade from all Rating Agencies which are then rating the US Private Placement Notes.

Each series of the US Private Placement Notes are direct, unconditional, unsubordinated and (subject to the provisions of the negative pledge described below) unsecured payment obligations of the Company.

The Company's payment obligations under the Note Purchase Agreement and the US Private Placement Notes are guaranteed by the original subsidiary guarantors named in the Note Purchase Agreement in addition to certain other subsidiaries of the Group which subsequently are required to become guarantors under the terms of the Note Purchase Agreement. The Company is required to ensure that any subsidiary which is a guarantor of the Company, or a borrower or other obligor, under the Facilities Agreement is also a guarantor under the US Private Placement Notes.

The Note Purchase Agreement (and the terms applicable to the US Private Placement Notes) was subsequently amended by way of amendment and waiver agreements dated 27 May 2020, 20 October 2020 and 6 May 2021, in each case entered into between the Company, the guarantors named therein and the holders of the US Private Placement Notes signatories thereto. The amendment and waiver agreements record agreements made between the Company and the holders of the US Private Placement Notes in relation to, amongst other matters, for the duration of the Waiver Period (as defined below) (i) the waiver of certain financial covenants and the application of certain liquidity based covenants (see below for a description of the applicable covenants), (ii) a requirement for the Company to host periodic conference calls with holders of the US Private Placement Notes to update them on the financial and trading position of the Group during the prior period and (iii) a restriction on the ability of the Company and the other members of the Group from declaring or paying dividends, distributing any dividend or share premium reserve or re-purchasing any of its shares.

In addition, subject to certain exceptions and limitations (including those imposed by applicable law), the Company is required to ensure that at all times: (i) the Adjusted EBITDA (excluding leases) of the Company and all subsidiary guarantors of the US Private Placement Notes is not less than 85 per cent. of the Adjusted EBITDA (excluding leases) of the Group; and (ii) the aggregate gross assets of the Company and all subsidiary guarantors of the US Private Placement Notes is not less than 85 per cent. of the consolidated total assets of the Group (as calculated by reference to the most recent consolidated financial statements of the Group).

The Note Purchase Agreement includes a 'most favoured lender' provision whereby, if at any time (and for so long as) the Facilities Agreement includes a financial covenant that is either not included in the Note Purchase Agreement or is included in the Note Purchase Agreement but on less favourable terms for the holders of the US Private Placement Notes than for the lenders under the Facilities Agreement, the additional (or, as applicable, more favourable) covenant shall, unless the relevant holders of the US Private Placement Notes elect otherwise, be automatically incorporated into the Note Purchase Agreement.

The US Private Placement Notes contain customary prepayment provisions and customary conditions precedent, representations, warranties, financial covenants and events of default, including (but not limited to) the following:

• (a) if required by a holder of the US Private Placement Notes, mandatory prepayment of the principal amount of the US Private Placement Notes held by such holder together with accrued interest thereon (but without any Make-Whole Amount) upon:
  • (i) a change of control (i.e. where any person or group of persons acting in concert (within the meaning of the Takeover Panel Act 1997 (as amended) of Ireland) gains control (i.e. the power to direct management and policies of the Company whether through the ownership of 50.01 per cent. or more of the voting share capital, by contract or otherwise) of the Company;
  • (ii) any holder of the US Private Placement Notes being in violation of sanctions as a consequence of the Company or any subsidiary directly or indirectly having any involvement or dealing with a person or entity the subject of sanctions (in connection with the issuance of the US Private Placement Notes or otherwise);
  • (iii) a disposal of assets by the Company or a member of the Group in accordance with the terms of the Note Purchase Agreement. During the Waiver Period (as defined below) any disposal of individual assets by the Company generating net after-tax proceeds in excess of €10 million shall require the Company to offer to prepay the US Private Placement Notes at their principal amount together with accrued interest thereon (but without any Make-Whole Amount) in the amount of such proceeds on a pro rata basis with any prepayment required under the Facilities Agreement as a result of such disposal. The Company is expecting to make such an offer once the net after-tax proceeds of its disposal of the Vermont Hard Cider Company in April 2021 have been finally determined;
  • (iv) any prepayment of any debt by the Company or other member of the Group under the Facilities Agreement will require the Company to offer to prepay the US Private Placement Notes pro rata with such prepayment under the Facilities Agreement, subject to certain limited exceptions, one of which is any refinancing of such Facilities Agreement that meets certain criteria;
• (b) mandatory prepayment by the Company of the principal amount of the US Private Placement Notes together with accrued interest thereon (but without any Make-Whole Amount) if, as a result of certain changes in tax law, the Company (or, if the relevant guarantee were called, a subsidiary guarantor) is or would be required to pay certain additional amounts with respect to the US Private Placement Notes;
• (c) voluntary prepayment by the Company of the whole or any part of the US Private Placement Notes (subject to a minimum principal prepayment amount of £2.5 million, a minimum of ten calendar days' prior notice being provided and the payment to the holders of the US Private Placement Notes of a make-whole amount (a "Make-Whole Amount" being an amount representing the excess (if any) of the aggregate discounted present value as of the date of such prepayment of the principal amount being redeemed and the amount of interest (exclusive of

interest accrued to the date of redemption) that would have been payable in respect of each such principal amount if such redemption had not been made));

• (d) certain US Private Placement Notes have been swapped by such holders, and the Note Purchase Agreement provides a swap breakage mechanism whereby, in the event of any prepayment of such swapped US Private Placement Notes, the Company is required to indemnify such holders for any net losses incurred by such holder as a result of the early termination or amendment of the swaps related to such US Private Placement Notes;
• (e) financial covenants requiring that:
  • (i) the Interest Cover Ratio shall not be less than:
    • (A) if a Minimum Equity Raise has occurred by 31 July 2021 and the Waiver Period (as defined below) has not ended, 2.50:1 (and if a Minimum Equity Raise has not occurred by 31 July 2021, 3.50:1) for the twelve-month period ending on 31 August 2022; and
    • (B) 3.50:1 for the twelve-month period ending on any other half-year date (other than during the Waiver Period (as defined below)); and
  • (ii) the Leverage Ratio shall not exceed:
    • (A) if a Minimum Equity Raise has occurred by 31 July 2021 and the Waiver Period (as defined below) has not ended, 4.50:1 (and if a Minimum Equity Raise has not occurred by 31 July 2021, 3.50:1) for the twelve-month period ending 31 August 2022; and
    • (B) 3.50:1 for the twelve-month period ending on any other half-year date (other than during the Waiver Period (as defined below)),

each calculated by reference to the consolidated financial statements of the Group for a period of 12 months ending on each half-year date, as evidenced by delivery of a compliance certificate by the Company to the holders of the US Private Placement Notes;

• (f) financial covenants requiring that, during the Waiver Period only,
  • (i) consolidated liquidity of the Group is not less than €150 million as of each Testing Date; provided that if a Minimum Equity Raise has not occurred by 31 July 2021 the following alternative minimum liquidity amounts will apply at certain Testing Dates:
    • (A) €120 million as of the Testing Dates on 31 July 2021 and 31 December 2021,
    • (B) €80 million as of the Testing Date on 30 June 2022 and
    • (C) €100 million as of the Testing Date on 31 July 2022;
  • (ii) consolidated gross debt of the Group is not more than €750 million as of each Testing Date; provided that if a Minimum Equity Raise has occurred by 31 July 2021 the maximum consolidated gross debt of the Group will be €700 million as of each Testing Date from 31 July 2021 and thereafter.
  • (iii) unrestricted cash plus the undrawn principal amounts available to be drawn under the Facilities Agreement (or its replacement) in respect of commitments expiring more than 12 months from the relevant Testing Date, minus financial indebtedness maturing within 12 months from the relevant Testing Date, is not, on each Testing Date, less than zero.
• (g) positive covenants requiring the members of the Group to maintain compliance with laws, maintain insurance coverage and the condition of its properties, ensure payment of its taxes and maintenance of its corporate status, books and records and to maintain a credit rating on the US Private Placement Notes;
• (h) negative covenants imposing restrictions on the ability of members of the Group to enter into mergers, incur additional financial indebtedness (including by subsidiaries that are not guarantors), make acquisitions and disposals, grant security or make a substantial change to the general nature of the Group (in each case subject to certain exceptions);
• (i) events of default including but not limited to: non-payment, failure to comply with financial covenants, misrepresentation and breach of other obligations, cross default (in relation to certain other financial indebtedness of the Group, subject to a €35 million de minimis threshold), insolvency, insolvency proceedings, creditors' process (subject to a €35 million de minimis threshold) and a subsidiary guarantee ceasing to be in full force and effect (subject to customary grace periods and thresholds); and
• (j) certain ongoing financial information undertakings (including delivery by the Company to the holders of the US Private Placement Notes of compliance certificates within 120 days after the end of each of its financial years and within 60 days after the end of the first six-month period comprised in each financial year).

For the purposes of the covenants in the Note Purchase Agreement as described above which apply during the Waiver Period:

• (a) "Minimum Equity Raise" means the receipt by the Company of at least £125.0 million of gross cash proceeds from the issuance of new ordinary shares in the Company including in such proceeds the gross amount received by the Company upon issuance of any right to acquire any new ordinary shares in the Company;
• (b) "Waiver Period" means the period from and including 27 May 2020 until (i) if a Minimum Equity Raise has occurred by 31 July 2021, the earlier of (x) the date when the Company has delivered to the holders of US Private Placement Notes a certificate of the CFO (or equivalent officer) of the Company confirming compliance with its original financial covenants for the half-year date ending 28 February 2023 (or such subsequent half year date if compliance is not shown at such time) or (y) the date when the Company has delivered to the holders of US Private Placement Notes a certificate of the CFO (or equivalent officer) of the Company confirming for the half-year date ending 31 August 2022 that (1) the Company's Leverage Ratio was less than 3.00:1 and its Interest Cover Ratio was greater than 4.00:1 and (2) no default then exists; or (ii) if a Minimum Equity Raise has not occurred by 31 July 2021, the date when the Company has delivered to the holders of the US Private Placement Notes a certificate of the CFO (or equivalent officer) of the Company confirming compliance with its original financial covenants for the half-year date ending 31 August 2022 (or such subsequent half-year date if the compliance is not shown at such time); and
• (c) "Testing Date" means the end of each calendar month during the Waiver Period.

Upon the occurrence of any event of default which is continuing, the required holders of the US Private Placement Notes (being the holders of more than 50 per cent. in principal amount of the US Private Placement Notes at the time outstanding) may at any time at their option, by notice to the Company, declare all the US Private Placement Notes then outstanding to be immediately due and payable. Upon the occurrence of certain insolvency related events of default which are continuing, all the US Private Placement Notes then outstanding shall automatically become immediately due and payable.

The Note Purchase Agreement and the US Private Placement Notes are governed by English law.

16.4 Receivables Securitisation Agreement

On 26 February 2016, the Company as parent and sellers' agent, certain members of the Group as sellers (together the "Sellers"), Tennent Caledonian Breweries UK Limited as servicer (the "Servicer"), Coöperatieve Rabobank U.A., (trading as Rabobank Dublin) as purchaser (the "Purchaser") and Coöperatieve Rabobank U.A., trading as Rabobank London as administrative agent (the "Administrative Agent") and as arranger, entered into a receivables securitisation agreement (as amended on 21 February 2017, 11 August 2017 and as amended and restated on 29 June 2018, 21 February 2019, 23 December 2019, 22 May 2020 and 21 May 2021) (the "Receivables Securitisation Agreement").

Under the Receivables Securitisation Agreement the Sellers agree from time to time to sell and assign and the Purchaser agrees to purchase certain trade receivables originated by the Sellers under customer contracts entered into by Sellers with third-party customers contractually obliged to make payment to the relevant Seller for the provision of goods or services thereunder, and their related security ("Receivables"). The Purchaser has, in the Receivables Securitisation Agreement agreed to purchase Receivables which meet specified eligibility criteria (as set out in full in the Receivables Securitisation Agreement, such Receivables which meet the eligibility criteria being "Eligible Receivables") from the Sellers in a maximum aggregate amount equal to £200 million, of which, with effect from 27 May 2021, £120 million is committed and £80 million is uncommitted.

The Purchaser acquires from the relevant Seller an interest in Receivables (or, alternatively, proceeds received in respect of such Receivables, "Collections") on each day a Receivable is originated by the Seller until the occurrence of a termination event under the Receivables Securitisation Agreement.

Each Seller agrees to sell and assign to the Purchaser all of its rights, title, benefit and interest in and to Receivables it has originated. If Receivables originated by a Seller are not capable of being assigned by virtue of the terms of the underlying customer contract, such Seller's rights, title, benefit and interest in and to the Receivables shall be held on trust (to the extent capable of being entrusted) for the benefit of the Purchaser as the sole and outright beneficiary. If Receivables originated by a Seller are neither capable of being assigned nor capable of being made subject to a declaration of trust in favour of the Purchaser by virtue of the terms of the underlying customer contract, the Seller's rights, title, benefit and interest in and to the related Collections (and the accounts into which Collections are paid) shall be held on trust (to the extent capable of being entrusted) for the benefit of the Purchaser as the sole and outright beneficiary.

If any Receivable fails to satisfy the eligibility criteria (and thus ceases to be an Eligible Receivable), the relevant Seller of such Receivable shall be deemed to have received a collection (each a "Deemed Collection") in an amount equal to the principal amount of such Receivable and in respect of which financing has been advanced to the relevant Seller by the Purchaser under the terms of the Receivables Securitisation Agreement. The relevant Seller will be required to hold any amounts of Deemed Collections for and to the order and benefit of the Purchaser and to pay such amounts to the Purchaser in the same manner as Collections. The Purchaser shall be required to enter into such documentation to effect the re-assignment, re-transfer or surrender of its interest in such Receivables the subject to a Deemed Collection to the Seller for no additional consideration.

The obligations of each Seller, the Company and the servicer (together the "Originator Parties") under the Receivables Securitisation Agreement are guaranteed by each Originator Party.

The payment obligations of each Originator Party under the Receivables Securitisation Agreement and related transaction documents represent direct, general and unconditional obligations of such Originator Party and rank at least pari passu to all other unsecured and unsubordinated indebtedness of such Originator Party.

The Receivables Securitisation Agreement contains customary representations, warranties, covenants and termination events, including (but not limited to) the following:

(a) representations from each Originator Party to the purchaser that it has good title to each Receivable and its related security and that each declaration of trust is validly constituted, that it is in material compliance with its credit and collection policies and only collections and other amounts payable in respect of Receivables or pursuant to the transaction documents are deposited into the relevant collection accounts;

• (b) covenants requiring, for example, the servicer to notify the Administrative Agent of any material change in the credit and collection policies applied by the Sellers and the Servicer and to comply in all material respects with such credit and collection policies, each Seller to comply with underlying customer contracts and related security documents in connection with each Receivable and covenants requiring the maintenance and appropriate operation of the relevant collection accounts by the Originator Parties;
• (c) termination events, including:
  • (i) non-payment of an amount when due by any Originator Party under the Receivables Securitisation Agreement;
  • (ii) the occurrence of a change of control (i.e. where any person or group of persons acting in concert (within the meaning of the Takeover Panel Act 1997 (as amended) of Ireland) gains control (i.e. the power to direct management and policies of an Originator Party whether through the ownership of more than one-half of the voting share capital, by contract or otherwise) of an Originator Party;
  • (iii) the failure of a Seller to direct debtors to pay collections into the relevant collection accounts or to ensure that only collections are paid into the relevant collection accounts;
  • (iv) misrepresentation or breach of covenant or undertaking under the transaction documents by any Originator Party;
  • (v) cross default (in relation to certain other financial indebtedness of the Group, subject to a €25 million de minimis threshold);
  • (vi) insolvency proceedings in respect of an Originator Party,
  • (vii) a breach of certain performance ratios with respect to the receivables (including with respect to the average of default and/or delinquency in the portfolio of Receivables);
  • (viii) illegality or repudiation of the transaction documents; and
  • (ix) material adverse effect (subject to customary grace periods and thresholds); and
• (d) certain ongoing financial information undertakings (including delivery by the Company to the Administrative Agent of its audited consolidated financial statements within 120 days after the end of each of its financial years and its unaudited consolidated financial statements within 60 days after the end of the first six-month period comprised in each financial year).

Upon the occurrence of any termination event which is continuing, the total commitment will be cancelled and reduced to zero and the Purchaser will no further obligation to acquire any interest in any Receivables.

The current expiration date under the Receivables Securitisation Agreement is 25 May 2022, after which the Purchaser will have no further obligation to acquire any interest in any Receivables and the total commitment under the Receivables Securitisation Agreement will be cancelled and reduced to zero.

The Receivables Securitisation Agreement is governed by Irish law.

16.5 Bilateral Facility Agreement

On 4 April 2018, the Company as borrower and a guarantor, the parties named therein as guarantors and AB InBev UK Limited as lender (the "Lender") entered into a term facility agreement (as amended and restated on 5 December 2018 and as further amended on 27 August 2020) (the "Bilateral Facility Agreement"). Under the Bilateral Facility Agreement, the Lender made available to the Company a sterling-denominated term loan facility in an aggregate amount equal to £25.0 million (the "Loan").

The Loan was made available for the purposes of providing working capital in connection with the acquisition by the Group of the shares in Matthew Clark Bibendum (Holdings) Limited and Bibendum PLB (Topco) Limited.

The obligations of the Company under the Bilateral Facility Agreement and the Loan were guaranteed by the Company and the other guarantors named in the Bilateral Facility Agreement. The Bilateral Facility Agreement was governed by English law. The Loan under the Bilateral Facility Agreement was repaid in full on 3 April 2021.

16.6 Beer Distribution Agreements

On 28 September 2009, Tennent's Beer Limited, Tennent's NI Limited and Tennent Caledonian Breweries UK Limited (together, the "C&C Parties"), as members of the Group, entered into distribution agreements with AB InBev UK Limited ("ABI") (as amended on 11 December 2016 and again on 3 March 2020) (the "Beer Distribution Agreements") for the purposes of distributing ABI's beer products in the Ireland, Northern Ireland and Scotland.

The Beer Distribution Agreements are exclusive in Ireland and Northern Ireland and non-exclusive in Scotland, but ABI cannot actively sell its products to independent free trade customers in Scotland. The Beer Distribution Agreements include a minimum purchase obligation which requires the C&C Parties to buy a minimum volume of products in each year aggregated across Scotland, Northern Ireland and the Republic of Ireland.

The termination date of the Beer Distribution Agreements is 31 December 2029, with break rights to terminate on 31 December 2021 and 31 December 2026, provided that 12 months' prior notice of the break is given. The Beer Distribution Agreements are also co-terminous with the Cider Distribution Agreement (as defined below).

16.7 Cider Distribution Agreement

On 11 December 2016 Magners GB Limited ("MGB"), as a member of the Group, entered into a distribution agreement with ABI (the "Cider Distribution Agreement") for the purposes of distributing C&C's cider products in the UK.

The Cider Distribution Agreement is exclusive in respect of (a) on and off-trade customers in England and Wales, the Channel Island and the Isle of Man (except independent free trade customers supplied by Carlsberg UK) and (b) UK national multiple on and off trade customers (except any on-trade UK national multiple in which the Group acquires an equity interest).

The Cider Distribution Agreement includes a minimum purchase obligation which requires ABI to buy a minimum volume of products in each year. The termination date of the Cider Distribution Agreement is 31 December 2029, with break rights to terminate on 31 December 2021 and 31 December 2026, provided that 12 months' prior notice of the break is given. The Cider Distribution Agreement will also co-terminate with the Beer Distribution Agreements such that where there is termination of any one of these agreements, this will automatically terminate the other distribution agreements.

17. RELATED PARTY TRANSACTIONS

• 17.1 Financial information related to related party transactions for each of the financial years ended 28 February 2021, 29 February 2020 and 28 February 2019 is set out:
  • (a) in note 28 in the notes to the Group's audited consolidated financial statements on page 228 of the 2021 Annual Report;
• (b) in note 27 in the notes to the Group's audited consolidated financial statements on page 187 of the 2020 Annual Report;
• (c) in note 26 in the notes to the Group's audited consolidated financial statements on page 168 of the 2019 Annual Report,

each of which has been incorporated by reference into this Prospectus in Part VI (Historical Financial Information).

17.2 Details of related party transactions during the period between 28 February 2021 and the Latest Practicable date are set out below.

Details of transactions with equity accounted investments during the period 1 March 2021 to 24 May 2021 are as follows:

	Joint ventures (€ millions)	Associates
Net revenue	0.0	0.0
Trade and other receivables	0.2	0.0
Purchases	0.1	0.2
Trade and other payables	0.1	0.1
Loans	1.5 –––––––––––––	1.0 ––––––––––––

Details of key management remuneration, charged to the income statement during the period 1 March 2021 to 24 May 2021 are as follows:

Number of individuals	10
	–––––––––––– (€ millions)
Salaries and other short-term employee benefits	0.5
Post employment benefits	–
Equity settled share-based payment charge	0.3
Total	–––––––––––– 0.8 ––––––––––––

18. LEGAL AND ARBITRATION PROCEEDINGS

There are no, nor have there been any, governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Company is aware) during the last 12 months prior to the date of this Prospectus which may have, or have had in the recent past, a significant effect on the Company's or the Group's financial position or profitability.

19. WORKING CAPITAL STATEMENT

In the opinion of the Company, taking into account the net proceeds of the Rights Issue and the debt facilities available to the Group, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months following the date of this Prospectus.

19.1 Assumptions in respect of the impact of COVID-19

In making the above working capital statement, the Company, as required by the ESMA Recommendations (as defined below), with respect to the approval of this Prospectus by the FCA, and the ESMA Guidelines (as defined below), with respect to the approval of this Prospectus by the Central Bank of Ireland, has assessed whether there is sufficient headroom to cover a reasonable worst-case scenario. COVID-19 has resulted in increased levels of uncertainty for the Company, with a range of possible scenarios and consequential financial impacts. For the purposes of this working capital statement, the Company has formed its view of a reasonable worst-case scenario using the following COVID-19-specific assumptions, which the working capital statement is therefore dependent upon:

• re-opening of on-trade premises in England, Scotland and Ireland on the following phased basis:
  • In England, on-trade premises re-opened with restrictions in April 2021, with the Group initially achieving on-trade revenues 75 per cent. below pre-COVID-19 levels (which represents the performance in April 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 40 per cent. of pre-COVID-19 levels;
  • In Scotland, on-trade premises re-opened in May 2021, with the Group initially achieving on-trade revenues 64 per cent. below pre-COVID-19 levels (which represents the performance in May 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 39 per cent. of pre-COVID-19 levels; and
  • In Ireland, on-trade premises re-open in June 2021, with the Group initially achieving on-trade revenues 74 per cent. below pre-COVID-19 levels (which represents the performance in June 2019 on a like-for-like basis). A further recovery in revenues is assumed thereafter, such that over the period from re-opening to the end of the financial year at 28 February 2022, on-trade revenues in aggregate are 38 per cent. of pre-COVID-19 levels;
• furlough and similar labour and fixed cost support schemes remain in place for the current duration of the announced schemes in the UK and Ireland;
• a constrained trade credit environment in the financial year to 28 February 2022 with customers requiring extended support approximately 10.5 per cent. above pre-COVID-19 levels and creditors reducing their terms by approximately 10.5 per cent. below pre-COVID-19 levels; and
• on-trade volumes in all territories remaining 20 per cent. below pre-COVID-19 levels in the year to 28 February 2023.
• 19.2 The working capital statement in this Prospectus, as approved by the FCA in accordance with Section 85 of the FSMA, has been prepared in accordance with the ESMA Recommendations and the technical supplement to the FCA Statement of Policy published on 8 April 2020 relating to the COVID-19 pandemic.
• 19.3 The working capital statement in this Prospectus, as approved by the Central Bank of Ireland as competent authority in the European Union under the EU Prospectus Regulation, has been prepared in accordance with the ESMA Guidelines.

20. NO SIGNIFICANT CHANGE

Other than the announcement of this Rights Issue and the other developments set forth below, there has been no significant change in the financial position or financial performance of the Group since 28 February 2021, being the date to which the latest audited financial information of the Group has been published.

The Group received waivers on its debt covenants from its lending group for the financial year ending 28 February 2022. In addition, subject to the completion of a Minimum Equity Raise by 31 July 2021, debt covenants for the August 2022 testing period have also been relaxed. Please see Note 20 to the 2021 Annual Report which is incorporated by reference into this document as described in Part VI (Historical Financial Information—Information incorporated by reference) for further details.

On 2 April 2021, the Group completed the sale of its wholly-owned US subsidiary, Vermont Hard Cider Company to Northeast Kingdom Drinks Group, LLC for a total consideration of US\$20.0 million, of which US\$4.8 million is deferred. Vermont Hard Cider Company was classified as a disposal group, held for sale, as at 28 February 2021.

21. MANDATORY TAKEOVER BIDS, SQUEEZE-OUT RULES, BUY-OUT RULES AND TAKEOVER BIDS

As the Company has its registered office in Ireland and the Ordinary Shares are admitted to trading on the main market of the London Stock Exchange, the Irish Takeover Panel has sole jurisdiction in relation to the monitoring and supervision of a takeover bid for the Company.

21.1 Mandatory Bids

Under the Irish Takeover Rules, if an acquisition of shares in the capital of the Company were to increase the aggregate holdings of an offeror and its concert parties to shares carrying 30 per cent. or more of the voting rights in the Company, the offeror and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding shares at a price not less than the highest price paid for such shares by the offeror or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of shares in the capital of the Company by a person holding (together with its concert parties) shares carrying between 30 per cent. and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person's percentage of the voting rights by 0.05 per cent. within a twelve-month period.

21.2 Squeeze-out and Buy-out

Under the Companies Act, if an offeror were to acquire 80 per cent. of the issued share capital of the Company within four months of making a general offer to shareholders, it could then compulsorily acquire the remaining 20 per cent. In order to effect the compulsory acquisition, the offeror would send a notice to outstanding shareholders telling them that it would compulsorily acquire their shares. Unless determined otherwise by the High Court of Ireland, the offeror would execute a transfer of the outstanding shares in its favour after the expiry of one month. Consideration for the transfer would be paid to the Company, which would hold the consideration on trust for the outstanding shareholders. Where an offeror already owned more than 20 per cent. of an offeree at the time that the offeror made an offer for the balance of the shares, compulsory acquisition rights would only apply if the offeror acquired at least 80 per cent. of the remaining shares that also represented at least 50 per cent. in number of the holders of those shares.

The Companies Act also gives minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all of the issued share capital, and at any time before the end of the period within which the offer could be accepted, the offeror held or had agreed to acquire not less than 80 per cent. of the issued share capital, any holder of shares to which the offer related who had not accepted the offer could, by a written communication to the offeror, require it to acquire those shares. The offeror would be required to give any shareholders notice of their right to be bought out within one month of that right arising.

21.3 Substantial Acquisition Rules

The Substantial Acquisition Rules are designed to restrict the speed at which a person may increase a holding of voting securities (or rights over such securities) of a company which is subject to the Irish Takeover Rules, including the Company. The Substantial Acquisition Rules prohibit the acquisition by any person (or persons acting in concert with that person) of shares or rights in shares carrying 10 per cent. or more of the voting rights in the Company within a period of seven calendar days if that acquisition would take that person's holding of voting rights to 15 per cent. or more but less than 30 per cent. of the voting rights in the Company.

21.4 Public Takeover Bids

There have been no public takeover bids by third parties in respect of the share capital of the Company in the last financial year or in the current financial year to date.

22. COSTS AND EXPENSES

The aggregate costs and expenses of the Rights Issue (including the listing fees of the London Stock Exchange, professional fees and expenses and the costs of printing and distribution of documents) payable by the Company are estimated to amount to £7.5 million.

23. DIVIDENDS

The following table sets out the dividend per Ordinary Share for each financial year ended 28 February 2019, 29 February 2020 and 28 February 2021:

	for the financial year ended –––––––––––––––––––––––––––––––––––––––––
	28 February 2021 ––––––––––––	29 February 2020 ––––––––––––	28 February 2019 ––––––––––––
Interim dividend (cent/Ordinary Share)	– (1)	5.50	5.33
Final dividend (cent/Ordinary Share)	– (1)	– (1)	9.98

(1) Due to the impact of COVID-19 on global economies and on business more generally, no final dividend was paid for the financial year ended 29 February 2020 and no final or interim dividends were paid for the financial year ended 28 February 2021.

24. CONSENTS

24.1 Each of Barclays, Davy, HSBC and Numis has given and has not withdrawn its written consent to the inclusion in this Prospectus of its name and the references thereto in the form and context in which it appears.

25. GENERAL

• 25.1 There are no conflicting interests of any natural or legal person involved in the Rights Issue known to the Company that are material to the Rights Issue.
• 25.2 The financial information concerning the Group contained in this document does not constitute statutory accounts within the meaning of the Companies Act. The consolidated financial statements of the Group in respect of the three years ended 2021, 2020 and 2019 were audited by Ernst & Young Chartered Accountants, whose registered address is at Harcourt Building, Harcourt Street, Dublin 2, a member of the Chartered Accountants Ireland, the auditors of the Company within the meaning of the Companies Act.
• 25.3 The Rights Issue is being underwritten in full by the Underwriters pursuant to the Underwriting Agreement, details of which are set out in paragraph 16.1 of this Part XI (Additional Information).
• 25.4 The information sourced from the SIBA, the Institute of Alcohol Studies, CGA, AlixPartners, McKinsey & Company, Kantar, IRI, NielsenIQ, Euromonitor, Diageo and IBIS has been accurately reproduced and so far as the Company is aware and has been able to ascertain from that published information, no facts have been omitted which would render the reproduced information inaccurate or misleading.
• 25.5 Save as disclosed in this Prospectus, the Directors are unaware of any environmental issues that may affect the Company's utilisation of its tangible fixed assets.

26. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection for a period of 12 months following completion of the Rights Issue on the Company's website at www.candcgroupplc.com:

(a) the Articles of Association;

• (b) the consolidated financial information relating to the Group as at and for the years ended 28 February 2021, 29 February 2020 and 28 February 2019 and, and the report on such financial information by Ernst & Young Chartered Accountants incorporated by reference in this document; and
• (c) this document.

PART XII

DEFINITIONS

In this Prospectus the following expressions and technical terms have the following meaning unless the context otherwise requires.

"2019 Annual Report"	the Group's Annual Report and Financial Statements for the year ended 28 February 2019
"2020 Annual Report"	the Group's Annual Report and Financial Statements for the year ended 29 February 2020
"2021 Annual Report"	the Group's Annual Report and Financial Statements for the year ended 28 February 2021
"Admission"	the admission of the New Ordinary Shares (nil paid) to the premium listing segment of the Official List of the FCA becoming effective in accordance with the Listing Rules and the admission of such shares (nil paid) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards (as amended from time to time) published by the London Stock Exchange
"Admitted Institutions"	the institutions which hold interests in Ordinary Shares on behalf of their clients through Euroclear Bank as an admitted institution of Euroclear Bank or, as the context so permits, which hold interests in Ordinary Shares on behalf of their clients through an institution which is an admitted institution of Euroclear Bank
"ADS"	means each American depositary share representing the rights and interest in Ordinary Shares evidenced by the American depositary receipts issued by the Depositary pursuant to the terms of the Deposit Agreement
"Anti-Money Laundering . Legislation"	the anti-money laundering and counter terrorist financing laws, regulations and codes of practice, that apply in Ireland, including the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021, and the Money Laundering Regulations Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 (SI 2017/692) of the United Kingdom, as applicable
"Articles of Association"	the articles of association of the Company, details of which are set out in paragraph 6 of Part XI (Additional Information) of this Prospectus
"Audit Committee"	the audit committee established by the Board
"BACS"	the UK BACS system for the electronic processing of financial transactions
"Barclays"	Barclays Bank PLC
"Board"	the board of directors of the Company
"Bribery Act"	the UK Bribery Act 2010

"Business Day"	a day (excluding Saturdays and Sundays or public holidays in England and Wales or Ireland) on which banks generally are open in London and Dublin for the transaction of normal business
"C&C Employee Trust"	An employee benefit trust operated by the Company, more particularly described at paragraph 13(i) of Part XI (Additional Information) of this Prospectus
"C&C Group Employee . Share Plans"	LTIP, DBP, ESOS, R&R, MCB compensation awards and PSS
"CAT"	capital acquisitions tax
"CBI Market Conduct Rules"	the Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366 of 2019)
"CDIs"	CREST depositary interests issued by CREST Depository Limited in respect of Ordinary Shares
"CDI Holders"	the holder(s) of CDIs from time to time and "CDI Holder" means any one of them
"CDI Rights"	CREST depositary interests issued by CREST Depository Limited in respect of Nil Paid Rights or (as the context requires) Fully Paid Rights
"CDI Rights Holders"	registered CDI Holders as at the Record Date
"Central Bank"	the Central Bank of Ireland
"certificated" or "in . certificated form"	where a share or other security is not in uncertificated form
"CGA"	CGA, an international data and insight consultancy for the out-of home food and drinks market
"Chartered Accountants Ireland"	Chartered Accountants Ireland, formerly known as the Institute of Chartered Accountants in Ireland
"CHAPS"	the UK Clearing House Automated Payment System for the same day processing of pound sterling and euro fund transfers
"Closing Price"	the closing middle market price of an Ordinary Share as derived from the London Stock Exchange's Daily Official List
"Companies Act"	the Irish Companies Act 2014 (as amended)
"Company"	C&C Group plc
"Conditional Covenant Waivers"	subject to completion of a Minimum Equity Raise by 31 July 2021, amendments to its Existing Facilities, whereby the Interest Cover Ratio and Leverage Ratio covenants will be loosened from their original levels for the 12-month period ending 31 August 2022, before reverting back to their original levels for the 12-month period ending 28 February 2023 and thereafter
"Constitution"	the constitution of the Company, from time to time, comprising the Memorandum of Association and the Articles of Association
"core brands"	Bulmers, Magners and Tennent's

"Corporations Act 2001 (Cth)"	the Corporations Act 2001 of the Commonwealth of Australia
"CREST"	the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator as defined in the CREST Regulations)
"CREST Manual"	the CREST manual consisting of the CREST reference manual; CREST international manual; CREST central counterparty service manual; the CREST rules; CCSS operations manual; and CREST glossary of terms, available at https://www.euroclear.com
"CREST member"	a person who has been admitted to Euroclear UK as a system member (as defined in the CREST Regulations)
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST Regulations" or . "Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member
"CRO"	Companies Registration Office in Ireland
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange
"Davy"	J & E Davy of Davy House, 49 Dawson Street, Dublin 2, Ireland trading as Davy or, as the context so requires, any affiliate thereof or company within its group
"Depositary"	Deutsche Bank Trust Company Americas
"Deposit Agreement"	the deposit agreement entered into between the Company, the Depositary and the holders and beneficial owners of ADSs on 1 October 2004 establishing an American depositary receipt facility with the Depositary to provide for the deposit of certain Ordinary Shares and the creation of ADSs representing the Ordinary Shares so deposited
"DBP"	the C&C 2018 Deferred Bonus Plan, more particularly described at paragraph 13(g) of Part XI (Additional Information) of this Prospectus
"Directors"	the Executive Directors and Non-Executive Directors, whose names appear in the section of this Prospectus headed "Directors, Company Secretary, Registered Office and Advisers"
"Disclosure Guidance and . Transparency Rules"	the Disclosure Guidance and Transparency Rules contained in the FCA's sourcebook
"DWT"	dividend withholding tax
"EEA Regulated Market"	means a market as defined by Article 4.1(21) of Directive 2014/65 of the European Parliament and of the Council on Markets in Financial Instruments, as the same may be amended from time to time.

"ESG Committee"	the environmental, social and governance committee established by the Board
"ESMA Guidelines"	ESMA's Guidelines on disclosure requirements under the EU Prospectus Regulation (ESMA32-382-1138)
"ESMA Recommendations"	ESMA's update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319)
"ESOS"	the C&C 2015 Executive Share Option Scheme, more particularly described at paragraph 13(f) of Part XI "Additional Information" of this Prospectus
"EU" or "European Union"	an economic and political union of 27 member states which are located primarily in Europe
"EU Prospectus Regulation"	Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017
"EU Prospectus Regulations"	Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017, Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979
"euro" or "€"	the lawful currency of the member states of the EU that adopt the single currency in accordance with the EC Treaty
"Euroclear Bank"	Euroclear Bank SA/NV, an international central securities depository and operator of Euroclear Bank
"Euroclear Bank Stock . Deposit Form"	the form used to deposit certificated securities into the Euroclear System
"Euroclear Nominees"	Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, established under the laws of England and Wales with registration number 02369969
"Euroclear Participant"	a holder of an interest in Ordinary Shares in book-entry form through the Euroclear System
"Euroclear Share"	interests in, and corresponding to, the Existing Ordinary Shares which at the Record Date are registered in the name of Euroclear Nominees Limited and held and settled through the Euroclear System
"Euroclear Subscription Rights"	the transferable pre-emptive subscription rights, created in Euroclear Bank pursuant to the Rights Issue, in respect of Nil Paid Rights or (as the context requires) Fully Paid Rights, and exercisable in accordance with the Euroclear Terms and Conditions, subject to the terms and conditions of this Prospectus (and, unless expressly stated, includes the CDI Rights)
"Euroclear System"	the securities settlement system operated by Euroclear Bank and governed by Belgian law
"Euroclear Terms and Conditions" .	the document issued by Euroclear Bank entitled 'Terms and Conditions governing use of Euroclear dated April 2019, as may be amended, varied, replaced or superseded from time to time

"Euroclear UK"	Euroclear UK & Ireland Limited, the operator of CREST
"European Economic Area" . or "EEA"	the European Union, Iceland, Norway and Liechtenstein
"Eurozone"	the economic region formed by those Member States that have adopted the Euro
"Excluded Territories" and . each an "Excluded Territory"	Australia, Canada, Japan, South Africa, Switzerland and any other jurisdiction where the extension into or availability of the Rights Issue would breach any applicable law or would result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous
"Executive Directors"	the executive directors of the Company
"Existing Facilities"	the US Private Placement Notes, the Revolving Credit Facility and the Term Loan Facility
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this Prospectus
"Ex-Rights Date"	the date on which the Ordinary Shares commence trading ex-rights, expected to be 27 May 2021
"FCA Handbook"	the FCA's handbook containing detailed rules and prudential standards set by the FCA
"final-mile"	a term used in supply chain management and transportation planning to describe the last leg of a journey delivering products
"Financial Conduct Authority" . or "FCA"	the Financial Conduct Authority of the UK
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fully Paid Rights"	rights to acquire the New Ordinary Shares, fully paid
"GDPR"	Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (otherwise known as the General Data Protection Regulation)
"Group"	the Company and its subsidiaries and subsidiary undertakings from time to time
"HSBC"	HSBC Bank plc of 8 Canada Square, London, E14 5HQ, or, as the context so requires, any affiliate thereof or company within its group
"IAS"	International Accounting Standards
"IASB"	International Accounting Standards Board
"IFRS"	International Financial Reporting Standards as adopted by the European Union
"IR Code"	US Internal Revenue Code of 1986, as amended

"Ireland"	the Island of Ireland excluding Northern Ireland, and the word "Irish" shall be construed accordingly
"IRI"	Information Resources, Inc.
"Irish CGT"	has the meaning given in paragraph 2.4 of Part X (Taxation) of this Prospectus
"Irish Market Abuse Rules"	the requirements relating to market abuse contained in the CBI Market Conduct Rules
"Irish Prospectus Rules"	the provisions relating to prospectus requirements contained in the CBI Market Conduct Rules
"Irish Prospectus Regulations"	European Union (Prospectus) Regulations 2019
"Irish Revenue"	has the meaning given in paragraph 2.1 of Part X (Taxation) of this Prospectus
"Irish Takeover Panel"	The Irish Takeover Panel, established under the Irish Takeover Panel Act 1997
"Irish Takeover Rules"	The Irish Takeover Panel Act 1997, Takeover Rules 2013
"IRS"	US Internal Revenue Service
"Island of Ireland"	Ireland and Northern Ireland
"Issue Price"	186 pence per New Ordinary Share
"Joint Global Co-ordinators"	Barclays, Davy and HSBC
"KPIs"	key performance indicators
"Latest Practicable Date"	24 May 2021
"Link"	Link Registrars Limited
"Listing Rules"	the Listing Rules made by the FCA under Part VI of FSMA
"London Stock Exchange"	London Stock Exchange plc or its successor(s)
"LTIP"	the C&C 2015 Long Term Incentive Plan, more particularly described at paragraph 13(e) of Part XI (Additional Information) of this Prospectus
"Market Abuse Regulation"	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation)
"MAT"	moving annual total
"MCB compensation awards"	awards granted to employees of Matthew Clark and Bibendum, more particularly described at paragraph 13(c) of Part XI (Additional Information) of this Prospectus
"member account ID"	the identification code or number attached to any member account in CREST
"Memorandum of Association"	the memorandum of association of the Company
"MiFID"	Markets in Financial Instruments Directive (Directive 2004/39/EC)

"MiFID II"	EU Directive 2014/65/EU on markets in financial instruments, as amended
"Migration"	the transfer of holding and settlement of uncertificated Shares from CREST to Euroclear Bank which occurred on 15 March 2021
"Minimum Equity Raise"	the receipt by the Company of at least €125.0 million (with respect to the Facilities Agreement) or £125.0 million (with respect to the US Private Placement Notes) of gross cash proceeds from the issuance of new ordinary shares in the Company including in such proceeds the gross amount received by the Company upon issuance of any right to acquire any new ordinary shares in the Company
"Money Laundering Regulations"	the Money Laundering Regulations Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 (SI 2017/692)
"MUP"	minimum unit pricing
"New CDIs"	New Ordinary Shares in the form of CDIs
"New Euroclear Shares"	New Ordinary Shares in the form of Euroclear Shares
"New Ordinary Shares"	Ordinary Shares to be allotted and issued pursuant to the Rights Issue
"NielsenIQ"	Nielsen Consumer LLC, a global measurement and data analytics source for retail and consumer information
"Nil Paid Rights"	New Ordinary Shares in nil paid form to be provisionally allotted to Shareholders pursuant to the Rights Issue
"Non-Executive Directors"	the non-executive directors of the Company
"Numis"	Numis Securities Limited of The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT, or, as the context so requires, any affiliate thereof or company within its group
"Official List"	the Official List of the FCA pursuant to Part VI of FSMA
"off-trade"	sites where drinks can be bought and consumed elsewhere, such as supermarkets, independent retailers, convenience stores or online channels
"on-trade"	out of home venues where drinks are bought and consumed on-site such as pubs, bars, restaurants or any licensed premises
"Ordinary Shares" or "Shares"	the ordinary shares of 1 cent each in the share capital of the Company (including, if the context requires, the New Ordinary Shares)
"Overseas Shareholders"	Shareholders with registered addresses outside the United Kingdom or Ireland or who are citizens or residents of, or located in, countries outside the United Kingdom or Ireland
"participant ID"	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
"PFIC"	passive foreign investment company
"pounds sterling" or "£"	the lawful currency of the UK
"PRA"	United Kingdom Prudential Regulation Authority

"Prospectus Regulation Rules"	the Prospectus Regulation Rules published by the FCA under Section 73A of FSMA
"Provisional Allotment Letter"	the renounceable provisional allotment letter expected to be sent to Qualifying Certificated Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue
"PRSI"	pay-related social insurance
"PSS"	the C&C Profit Sharing Scheme, more particularly described at paragraph 13 of Part XI (Additional Information) of this Prospectus
"QIB"	qualified institutional buyers
"QIB Representation Letter"	has the meaning given in paragraph 2.8 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus
"Qualifying CDI Holder"	a registered holder in CREST of CDIs at close of business on the Record Date with the exclusion (subject to certain exceptions) of persons with a registered address or located or resident in an Excluded Territory
"Qualifying Certificated . Shareholder"	a Qualifying Shareholder holding Ordinary Shares in certificated form
"Qualifying Euroclear . Shareholder"	a holder of an interest in Ordinary Shares in book-entry form through the Euroclear System at close of business on the Record Date with the exclusion (subject to certain exceptions) of persons with a registered address or located or resident in an Excluded Territory
"Qualifying Shareholder"	a holder of Ordinary Shares on the register of members of the Company at close of business on the Record Date with the exclusion (subject to certain exceptions) of persons with a registered address or located or resident in an Excluded Territory
"R&R"	the C&C 2010 Recruitment and Retention Plan, more particularly described at paragraph 13(h) of Part XI (Additional Information) of this Prospectus
"Receiving Agent"	Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland.
"Record Date"	24 May 2021
"Registrar"	the registrars of the Company, Link Registrars Limited, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies
"Relevant Member State"	each member state of the European Economic Area (other than Ireland)
"relevant shares"	has the meaning given in paragraph 2.2 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus
"Relevant Territory"	has the meaning given in paragraph 2.6 of Part X (Taxation) of this Prospectus

"Remuneration Committee"	the remuneration committee established by the Board
"Rights Issue"	the issue by way of rights of New Ordinary Shares to Shareholders on the basis described in this Prospectus and, in the case of Qualifying Certificated Shareholders, in the Provisional Allotment Letter
"route-to-market"	term used to describe the strategy which determines the distribution channels used to deliver a product to target customers
"scope 1 emissions"	direct greenhouse gas emissions that occur from sources that are controlled or owned by an organisation
"scope 2 emissions"	indirect greenhouse gas emissions associated with the purchase of electricity, steam, heat or cooling
"SDRT"	stamp duty reserve tax
"SEC" or "United States . Securities and Exchange Commission"	the Securities and Exchange Commission, being the United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities industry/stock market
"Shareholder"	a holder of Ordinary Shares
"Sponsors"	Barclays and Davy
"stock account"	an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited
"subsidiary"	has the meaning given in section 7 of the Companies Act
"subsidiary undertaking"	has the meaning given in section 275 of the Companies Act
"Substantial Acquisition Rules"	the Substantial Acquisition Rules 2007, issued by the Irish Takeover Panel pursuant to the Irish Takeover Panel Act 2007
"takeover bid"	has the meaning given in the Takeover Directive
"Takeover Directive"	the Directive 2004/25/EC of the European Parliament and the Council dated 21 April 2004 on takeover bids
"TCA"	the Taxes Consolidation Act 1997 of Ireland
"Theoretical Ex-Rights Price"	the price per Ordinary Share calculated as at a date by applying the following formula: (current price x Existing Ordinary Shares) plus (Issue Price x New Ordinary Shares) divided by Existing Ordinary Shares plus New Ordinary Shares
"Treasury Shares"	shares held by the Company as treasury shares as provided for in the Companies Act excluding any issued equity share capital held in trust by the C&C Employee Trust
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code" .	UK Corporate Governance Code dated July 2018 published by the Financial Reporting Council
"UK Prospectus Regulation" .	Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018

"uncertificated" or "in . uncertificated form"	recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"Underwriters"	Barclays, Davy, HSBC and Numis
"Underwriting Agreement"	the sponsors and underwriting agreement entered into between the Company and the Underwriters relating to the Rights Issue and as further described in paragraph 16.1 of Part XI (Additional Information)
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"USC"	Universal Social Charge
"US dollars" or "US\$"	the lawful currency of the United States
"US Holder"	has the meaning given in paragraph 2 of Part X (Taxation) of this Prospectus
"US Securities Act"	the United States Securities Act of 1933, as amended
"US Securities Exchange Act"	the United States Securities Exchange Act of 1934, as amended
"verification of identity . requirements"	has the meaning given in paragraph 2.2 of Part III (Terms and Conditions of the Rights Issue) of this Prospectus