THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to any action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor who, if you are taking advice in the , is duly authorised under the Financial Services and Markets Act 2000 or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all your shares in plc, please send this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE OF ANNUAL GENERAL MEETING OF BRITVIC PLC To be held on Thursday, 31 January 2019 at 11.00am at the offices of Linklaters LLP, One Silk Street, EC2Y 8HQ.

Incorporated and registered in and Wales under number 5604923 Registered office: Breakspear Park, Breakspear Way, Hemel Hempstead HP2 4TZ

Britvic Notice of Meeting 2019 1

2018-Notice-of-Meeting.indd 1 10/12/2018 13:18 CONTENTS

LETTER FROM THE CHAIRMAN 3 NOTICE OF RESOLUTIONS 4 EXPLANATORY NOTES TO THE RESOLUTIONS 6 APPENDIX 1 BIOGRAPHIES OF DIRECTORS STANDING FOR RE-ELECTION 8 APPENDIX 2 EXPLANATORY NOTES ON PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 9 ADDITIONAL NOTES ON VOTING 10 USEFUL INFORMATION 11 NOTES FOR SHAREHOLDERS ATTENDING THE MEETING 12

You can download a copy of this Notice of Meeting at www.britvic.com/agm. You can download a copy of the 2018 Annual Report at www.britvic.com/annualreport. Ordinary shareholders can submit voting instructions at www.sharevote.co.uk. To be valid your proxy voting instructions must be received by the company’s Registrar, Equiniti, no later than 11.00am on Wednesday 29 January 2019.

2 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 2 10/12/2018 13:18 A LETTER FROM THE CHAIRMAN

Dear Shareholder,

The 2019 Annual General Meeting (the “AGM”) of the Company is to be held on Thursday, 31 January 2019 at 11.00am at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ. The AGM is an opportunity for shareholders to express their views directly with the Board and I hope you will take the opportunity to do so. The notice convening the meeting is set out on pages 4 and 5. An explanation of the business to be considered at the meeting is set out on pages 6 and 7 and information on the directors standing for re-appointment is on page 8. The directors recommend, and the shareholders are asked to approve, a final dividend of 20.3p per ordinary share for the 52 week period ended 30 September 2018. Resolution 4 proposes the adoption of new Articles of Association. The Articles were last updated in 2013 so this update is proposed in order to adopt best practice standards that have developed since then. An explanation of the changes is set out on page 9 and you can download copies of the proposed Articles both as a clean draft and marked up showing changes from the current Articles at www.britvic.com/agm. The directors believe that, in the interest of shareholder democracy, it is important that the voting intentions of all members are taken into account, not just those who are able to attend the AGM. As such, we propose putting all resolutions to shareholders by way of poll rather than a show of hands. Shareholders attending the AGM will still have the opportunity to ask questions and vote on each resolution. Action required Whether or not you intend to be present at the AGM, you are strongly urged to appoint a proxy to cast your votes as soon as possible. All shareholders are sent either a Proxy Voting Form or an email containing their The Voting ID, Task ID and Shareholder Reference Number. You can either complete, sign and return the Proxy Voting Form, or, submit an electronic proxy appointment instruction at www.sharevote.co.uk. In order to be counted, your voting instructions must be received by the Company’s Registrar at the relevant address set out in the additional notes to the notice of AGM, by no later than 11.00am on 29 January 2019. Completion and return of the Proxy Voting Form or submission of an electronic instruction will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so. Questions If you have any questions about the AGM or your shareholding, please contact our Registrar, Equiniti, by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; by telephone on 0371 384 2550 (overseas +44 121 415 7019); or, for shareholders who have already registered with Equiniti’s online portfolio service, Shareview, on the internet at www.shareview.co.uk. Phone lines are open from 8.30am to 5.30pm Monday to Friday, excluding public holidays in England and Wales. Further shareholder information can be found on the Company’s website at www.britvic.com/investors. Recommendation The Board considers that all the proposed resolutions are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote ‘FOR’ the resolutions to be proposed at the AGM, as the directors intend to do so in respect of their own beneficial holdings (other than in respect of those resolutions in which they are interested). I look forward to seeing you at the AGM. Yours faithfully

John Daly Chairman 28 November 2018

Britvic Notice of Meeting 2019 3

2018-Notice-of-Meeting.indd 3 10/12/2018 13:18 NOTICE OF RESOLUTIONS

NOTICE IS HEREBY GIVEN that the 2019 Annual General Meeting (“AGM” or “the Meeting”) of Britvic plc (“the Company”) will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Thursday, 31 January 2019 at 11.00am to transact the business set out below. Resolutions 1 to 3 and 5 to 16 will be proposed as ordinary resolutions and resolutions 4 and 17 to 20 will be proposed as special resolutions. 2018 Annual Report and Accounts 1. To receive the Company’s accounts and the reports of the directors and auditors for the 52 weeks ended 30 September 2018. Final Dividend 2. To declare a final dividend of 20.3p per share for the 52 weeks ended 30 September 2018. Directors’ remuneration report 3. To approve the directors’ remuneration report (set out on pages 70-85 of the Annual Report) for the 52 weeks ended 30 September 2018. Special resolution: Articles of Association 4. To adopt as the new Articles of Association of the Company, the Articles of Association set out in the document presented to the meeting and signed for the purposes of identification by the Chairman, so that the new Articles of Association of the Company apply to the exclusion of, and in substitution for, the existing Articles of Association of the Company. The resolution adopting the Articles will become effective following the Meeting. Re-election of Directors 5. To re-elect John Daly as a director. 6. To re-elect Suniti Chauhan as a director. 7. To re-elect Sue Clark as a director. 8. To re-elect Mathew Dunn as a director. 9. To re-elect William Eccleshare as a director. 10. To re-elect Simon Litherland as a director. 11. To re-elect Ian McHoul as a director. 12. To re-elect Euan Sutherland as a director. Appointment of Auditors 13. To re-appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. Auditors’ remuneration 14. To authorise the Audit Committee to determine the remuneration of the Company’s auditors. Political donations and expenditure 15. To authorise, for the purposes of Part 14 of the Companies Act 2006, the Company, and all companies which are subsidiaries of the Company at any time during the period for which this resolution has effect, during the period from the date of the passing of this resolution and expiring at the conclusion of the Company’s next annual general meeting or at the close of business on 29 March 2020, whichever is earlier: (a) to make political donations to political parties, and/or independent election candidates; (b) to make political donations to political organisations other than political parties; and (c) to incur political expenditure, up to an aggregate total amount of £50,000, and the amount authorised under each of paragraphs (a) to (c) shall be limited to £25,000. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. All existing authorisations and approvals relating to political donations or expenditure under Part 14 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval. Words and expressions defined for the purposes of Part 14 of the Companies Act 2006 shall have the same meaning in this resolution. General authority to allot shares 16. To authorise the directors, pursuant to Section 551 of the Companies Act 2006, to exercise all the Company’s powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company: (a) up to an aggregate nominal amount of £17,474,612; and (b) up to a further aggregate nominal amount of £17,474,612, provided that: (i) they are equity securities (within the meaning of Section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date and to other holders of equity securities entitled to participate therein, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter. This authority shall expire at the conclusion of the Company’s next annual general meeting or at the close of business on 29 March 2020 whichever is earlier, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired. 4 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 4 10/12/2018 13:18 Special resolutions: Disapplication of pre-emption rights 17. If Resolution 16 is passed, to authorise the directors, pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 16 or by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment provided, that this power shall be limited to: (a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 16 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date as the directors may determine and to other persons entitled to participate therein, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 17) to any person or persons of equity securities up to an aggregate nominal amount of £2,647,669. This authority shall expire on the revocation or expiry (unless renewed) of the general authority conferred by Resolution 16, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. 18. If Resolution 16 is passed, and in addition to the power contained in Resolution 17, to authorise the directors, pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 16 or by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment provided, that this power shall: (a) be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £2,647,669; and (b) only be used for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice. This authority shall continue for the same period as the authority conferred by Resolution 16, provided that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. Special resolution: Company’s authority to purchase its own shares 19. To authorise the Company generally and unconditionally to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares with a nominal value of £0.20 each in the Company on such terms and in such manner as the directors may from time to time determine, provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 26,476,685; (b) the minimum price (exclusive of expenses) which may be paid for any such share is its nominal value; (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 5% above the average closing price of such ordinary shares for the five business days on the prior to the date on which the Company agrees to buy the shares concerned; and (ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Electronic Trading Service (“SETS”); This authority shall take effect on the date of the passing of this Resolution and shall expire at the end of the Company’s next annual general meeting or, if earlier, at the close of business on 29 March 2020 unless previously renewed, varied or revoked by the Company in general meeting provided that if the Company has agreed before this date to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, where these purchases will or may be executed wholly or partly after the expiry of such authority, the Company may complete such purchases. Special resolution: Notice of general meetings 20. To authorise the calling of general meetings of the Company, other than annual general meetings, by notice of at least 14 clear days’ provided that this authority shall expire at the conclusion of the Company’s next annual general meeting or at the close of business on 29 March 2020, whichever is the earlier. By order of the Board

Jonathan Adelman Company Secretary Britvic plc 28 November 2018

Britvic Notice of Meeting 2019 5

2018-Notice-of-Meeting.indd 5 10/12/2018 13:18 EXPLANATORY NOTES TO THE RESOLUTIONS

The following pages give an explanation of the proposed resolutions. directors standing for election or re-election are set out in Appendix 1 on page 8. Resolutions 1 to 3 and 5 to 16 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than Resolutions 13 and 14 – Re-appointment of auditors and half of the votes cast must be in favour of the resolution. auditors’ remuneration Resolution 13 seeks approval for the re-appointment of Ernst & Young Resolutions 4 and 17 to 20 will be proposed as special resolutions. LLP as the Company’s auditors until the Company’s next annual general This means that for each of those resolutions to be passed, at least meeting. This resolution is recommended by the Audit Committee and three-quarters of the votes cast must be in favour of the resolution. is endorsed by the Board. The rationale for this recommendation can be Resolution 1 – Annual Report and Accounts found in the 2018 Annual Report on page 69. Resolution 14 authorises The Companies Act 2006 (the “Act”) requires the directors of a public the Audit Committee to fix the auditors’ remuneration. The directors company to lay before the company in general meeting copies of the have delegated the responsibility for setting the auditors’ remuneration annual report and accounts in respect of each financial year. In to the Audit Committee of the board. accordance with the UK Corporate Governance Code, the Company The Board consider that the level of consultancy-related non-audit fees proposes a resolution to receive its audited accounts and directors’ to audit fees undertaken by Ernst & Young LLP is appropriate for the and auditors’ reports for the 52 weeks ended 30 September 2018 advisory work required to be undertaken for the 52 weeks ended (“the 2018 Annual Report”). Shareholders will have the opportunity to 30 September 2018 and that these do not create a conflict of interest put any questions to the directors before the resolution is proposed to on the part of the independent auditor. the Meeting. Resolution 15 – Political donations Resolution 2 – Final dividend Part 14 of the Act contains restrictions on companies making political The directors are recommending a final dividend for the 52 week period donations or incurring political expenditure, and defines those terms in ended 30 September 2018 of 20.3p per ordinary share. Subject to a way that is capable of a very wide interpretation. It remains the policy shareholder approval, the dividend will be paid on 4 February 2019 of the Company not to make political donations or to incur political to the holders of ordinary shares on the Register of Members of the expenditure as those expressions are normally understood. However, Company at the close of business on 7 December 2018. the directors consider that it is in the best interests of shareholders for Resolution 3 – Directors’ remuneration report the Company to participate in public debate and opinion-forming on In accordance with the Act, Resolution 3 proposes an ordinary matters which affect its business. To avoid inadvertent infringement resolution to approve the directors’ remuneration report for the 52 of the Act, the directors are seeking shareholders’ authority for the weeks ended 30 September 2018. The directors’ remuneration report Company and its subsidiaries to make political donations and to incur can be found on pages 70 to 85 of the 2018 Annual Report. political expenditure during the period from the date of the AGM to the conclusion of next year’s annual general meeting or 29 March 2020, Resolution 4 – Approval of the new Articles of Association whichever is earlier, up to a maximum aggregate amount of £50,000. The Company proposes to adopt new Articles of Association (the “Articles”) principally in order to reflect developments in practice, Resolution 16 – Allotment of share capital and to provide clarification and additional flexibility. At the Company’s last annual general meeting held on 31 January 2018, the directors were given authority to allot ordinary shares in the capital Due to the extent of the changes, the Company is proposing the of the Company up to a maximum nominal amount of £34,705,983 adoption of the new Articles rather than amendments to the current (representing approximately 66% of the Company’s then issued Articles adopted in 2013 (the ”current articles”). An explanation of the ordinary share capital). This authority is due to expire on the date of the principal differences between the current articles and proposed new AGM and the directors would like to renew it. Articles of the Company, are set out in Appendix 2 on page 9. Other changes, which are of a minor, technical or clarifying nature, have not Share capital management guidelines published by the Investment been noted. Association confirm that the Association’s members will regard as routine an authority to allot up to two-thirds of a company’s existing A copy of the proposed new Articles and a copy marked to show issued share capital, provided that any amount in excess of one-third of the changes from the current articles will be available for inspection the existing issued shares should be applied to fully pre-emptive rights at the 2019 AGM, and are on the Company’s website at issues only. www.britvic.com/agm, and at the registered office. In light of these guidelines, the Board considers it appropriate that Resolutions 5 to 12 – Re-election of directors directors be granted authority to allot shares in the capital of the The Company’s current articles require each director to retire at the Company up to a maximum nominal amount of £34,949,224 annual general meeting in the third calendar year following the year (representing approximately 66% of the Company’s issued ordinary in which he or she was elected or last re-elected by shareholders. share capital as at 5 December 2018*). Of this amount, £17,474,612 Notwithstanding the provisions of the Company’s current articles, the (representing approximately 33% of the Company’s issued ordinary Board has determined that each of the remaining directors shall retire share capital as at 5 December 2018*) can only be allotted pursuant to a from office at the AGM in line with best practice recommendations rights issue. The authority will last until the conclusion of the Company’s of the UK Corporate Governance Code for FTSE 350 companies. Each next annual general meeting or, if earlier, until the close of business on of the directors intends to stand for re-election by the shareholders. 29 March 2020. It should be noted that the proposed new Articles (if resolved to be The directors have no present intention of undertaking a rights issue passed) would adopt the recommendation of the UK Corporate or allotting new shares other than in connection with executive or Governance Code, and would require the directors to retire from employee share schemes. However, the directors consider it office at each future AGM. appropriate to maintain the flexibility that this authority provides to be in The Chief Financial Officer, Mathew Dunn, resigned in October 2018. a position to respond to market developments and to enable allotments In order to facilitate an orderly transition, he is continuing in his post to take place to finance business opportunities should they arise. until spring 2019, and is therefore standing for re-election. As at the date of this document, the Company does not hold any In proposing the re-election of the directors, the Chairman has ordinary shares in the capital of the Company in treasury. confirmed that, following a formal performance evaluation, each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role. Details of the board evaluation process in relation to the directors can be found on page 64 of the 2018 Annual Report. Biographical details of each of the

6 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 6 10/12/2018 13:18 Resolutions 17 and 18 – Disapplication of statutory Resolution 19 – Authority to purchase own shares pre-emption rights Resolution 19 renews the Company’s authority to buy back its own Resolutions 17 and 18 are special resolutions which, if passed by ordinary shares in the market as permitted by the Act. In accordance shareholders, will enable the Board to allot ordinary shares, or to sell with investor guidelines, the authority limits the number of shares that any shares out of treasury, for cash, without first offering those shares could be purchased to a maximum of 26,476,685 (representing to existing shareholders in proportion to their existing holdings. approximately 10% of the Company’s issued ordinary share capital as at 5 December 2018*) and sets minimum and maximum prices. The proposed resolutions essentially replicate the powers which were granted at last year’s annual general meeting (and which will This authority will expire at the conclusion of the Company’s next annual expire at the AGM). Such powers reflect the Statement of Principles general meeting or at the close of business on 29 March 2020, on Disapplying Pre-Emption Rights published by The Pre-emption whichever is the earlier. Group in March 2015, which provides that a company may seek power The directors have no present intention of exercising the authority to to issue on a non-pre-emptive basis for cash shares in any one year purchase the Company’s ordinary shares but will keep the matter under representing: (i) no more than 5% of the company’s issued ordinary review, taking into account the financial resources of the Company, the share capital; and (ii) no more than an additional 5% of the company’s Company’s share price and future funding opportunities. The authority issued ordinary share capital provided that such additional power is only will be exercised only if the directors believe that to do so would result in used in connection with an acquisition or specified capital investment. an increase in earnings per share and would be in the interests of The 2015 Statement of Principles defines a “specified capital shareholders generally. Any purchases of ordinary shares would be by investment” as “one or more specific capital investment related uses means of market purchases through the London Stock Exchange. for the proceeds of an issuance of equity securities, in respect of which Listed companies purchasing their own shares are allowed to hold them sufficient information regarding the effect of the transaction on the in treasury as an alternative to cancelling them. No dividends are paid on listed company, the assets the subject of the transaction and (where shares whilst held in treasury and no voting rights attach to treasury appropriate) the profits attributable to them is made available to shares. If Resolution 19 is passed at the AGM, it is the Company’s shareholders to enable them to reach an assessment of the potential current intention to cancel all of the shares it may purchase pursuant to return.” Items that are regarded as operating expenditure rather than the authority granted to it. However, in order to respond properly to the capital expenditure will not typically be regarded as falling within the Company’s capital requirements and prevailing market conditions, the term “specified capital investment”. directors will need to reassess at the time of any and each actual Resolution 17 is to be proposed as a special resolution. If this resolution purchase whether to hold the shares in treasury or cancel them, is passed by shareholders, it will permit the Board to allot ordinary provided it is permitted to do so. shares for cash on a non-pre-emptive basis both in connection with As at 5 December 2018* there were outstanding awards under the a rights issue or similar pre-emptive issue and, otherwise than in Company’s long-term incentive schemes in respect of 951,997 ordinary connection with any such issue, up to a maximum nominal amount shares representing 0.36% of the Company’s issued ordinary share of £2,647,669. capital. If the authority given by resolution 19 were exercised in full, in This amount represents approximately 5% of the Company’s issued addition to the authority that currently exists, these awards would ordinary share capital as at 5 December 2018*. This customary represent 0.45% of the Company’s issued ordinary share capital. resolution will permit the board to allot ordinary shares for cash, up to Resolution 20 – Notice period for general meetings the specified level, in any circumstances (whether or not in connection Resolution 20 is to be proposed as a special resolution to allow the with an acquisition or specified capital investment). Company to hold general meetings (other than annual general meetings) Resolution 18 is to be proposed as a separate special resolution. If this on at least 14 days’ notice. resolution is passed by shareholders, it will afford the Board an The Company currently has the power to call a general meeting (other additional power to allot ordinary shares for cash on a non-pre-emptive than an annual general meeting) on at least 14 days’ notice and would basis up to a further maximum nominal amount of £2,647,669. This like to preserve this ability. In order to do this, shareholders must first amount again represents approximately 5% of the Company’s issued approve the calling of meetings on at least 14 days’ notice. This ordinary share capital as at 5 December 2018*. The Board will use the resolution seeks such approval. The approval will be effective until the power conferred by Resolution 18 only in connection with an acquisition end of the Company’s next annual general meeting or until the close or a specified capital investment which is announced contemporaneously of business on 29 March 2020, whichever is the earlier. The Board will with the issue, or which has taken place in the preceding six-month consider on a case-by-case basis whether the use of the flexibility period and is disclosed in the announcement of the issue. offered by the shorter notice period is merited, taking into account The Board also confirms its intention to follow the provisions of the 2015 the circumstances, including whether the business of the meeting Statement of Principles regarding cumulative usage of authorities within is time sensitive. a rolling three-year period. Those provisions provide that a company The Company notes the notice period provision in the UK Corporate should not issue shares for cash (other than to satisfy share scheme Governance Code which recommends at least 14 working days’ notice requirements) representing more than 7.5% of the company’s issued be given for all general meetings (other than annual general meetings). share capital in any rolling three-year period, other than to existing Insofar as it is appropriate to do so, the Company intends to comply with shareholders, without prior consultation with shareholders. This limit this Code provision in the same way that it currently complies with the excludes any ordinary shares issued pursuant to a general disapplication 21 working days’ notice provision applicable to annual general meetings. of pre-emption rights in connection with an acquisition or specified capital investment which is announced contemporaneously with the * 5 December 2018 being the latest practicable date prior to the issue, or which has taken place in the preceding six-month period and publication of this Notice of Meeting. is disclosed in the announcement of the issue.

Britvic Notice of Meeting 2019 7

2018-Notice-of-Meeting.indd 7 10/12/2018 13:18 APPENDIX 1 BIOGRAPHIES OF DIRECTORS STANDING FOR ELECTION AND RE-ELECTION

John Daly leadership positions, before joining EMI Music Ltd as CFO of their Global Non-Executive Chairman Catalogue division in 2009. He returned to SABMiller in 2010 as CFO Asia John was appointed Chairman of the Board on 1 September 2017. John (based in China), a role which he held until his 2014 move to South Africa. joined the Board as a Non-Executive Director on 27 January 2015 and External public directorships: None. became Senior Independent Director on 27 January 2016. Skills, competence and experience: John brings strong international William Eccleshare and consumer expertise to the Board, having held various executive Independent Non-Executive Director leadership positions over the course of 20 years at British American William was appointed as Non-Executive Director on 29 November 2017. Tobacco plc (‘BAT’). His most recent positions at BAT were Chief Skills, competence and experience: William has strong international Operating Officer (2010-2014) and Regional Director for Asia Pacific, experience in business transformation, expansion, marketing, branding, based in Hong Kong (2004-2010). John is a former Director of Reynolds restructuring and digital innovation. He has run the European divisions of American Inc., a US public company which is 42% owned by BAT. Prior major advertising agencies WPP and Omnicom, and is a former partner to his time with BAT, John held various sales and marketing positions of McKinsey & Co where he led the firm’s European Marketing practice. with Johnson & Johnson, Bristol-Myers Squibb, Pennwalt Corporation, William also served as a Non-Executive Director of Hays plc from 2004 Schering-Plough and Ferguson plc. to 2014. William is CEO and Chairman of Clear Channel International Committee membership: Chair of the Nomination Committee and and led the global ‘out of home’ advertising business through a major a member of the Remuneration Committee. digital transformation. William is also a Director of Donmar Warehouse External public directorships: Non-Executive Chairman of Vivo Projects Ltd. Energy plc, appointed May 2018. Non-Executive Director of G4S PLC, Committee membership: Member of the Remuneration Committee. Chairman of the Remuneration Committee and a Member of the External public directorships: Non-Executive Director and Senior Audit Committee. Independent Director of Centaur Media plc.

Suniti Chauhan Simon Litherland Independent Non-Executive Director Chief Executive Officer Suniti was appointed as Non-Executive Director on 29 November 2017. Simon was appointed as Chief Executive Officer in February 2013 and Skills, competence and experience: Suniti brings over 20 years of is responsible for overseeing the delivery of the Company’s business experience in strategy, finance and M&A through a career in corporate strategy. He joined Britvic in September 2011, initially as Managing development and investment banking, most recently the Director of Director of Britvic GB. Corporate Development for Rexam plc, a multinational consumer Skills, competence and experience: Prior to joining Britvic, Simon had packaging company. Formerly, Suniti was a Managing Director of a career spanning 20 years with Diageo. His last role was Managing Morgan Stanley, focused on UK M&A and the consumer and retail Director of Diageo Great Britain, having previously run Diageo’s industry. She is currently a senior consultant at Tulchan Communications businesses in South Africa, Ireland and Central and Eastern Europe. and advisor to GrowthEnabler, a digital platform providing intelligence on During his time at Diageo, Simon was responsible for an extensive tech start-ups globally to facilitate corporate innovation and has previously portfolio of brands including Guinness, Johnnie Walker, Baileys, Smirnoff served as a trustee of Breakthrough Breast Cancer, the leading breast and Captain Morgan. In his earlier career, he held a variety of international cancer research charity in the UK. Suniti graduated from Dartmouth finance director roles in Diageo, IDV and Grand Metropolitan. Simon College in the United States with a degree in Economics and attended qualified as a Chartered Accountant with Deloitte in South Africa and the General Management Program at Harvard Business School. holds a business degree from the University of Cape Town. Committee membership: Member of the Audit Committee. External public directorships: Non-Executive Director of Persimmon External public directorships: None. plc, and is a member of the Audit, Nomination and Remuneration Committees. Sue Clark Independent Non-Executive Director Ian McHoul Sue was appointed as Non-Executive Director on 29 February 2016 and Senior Independent Director since 1 September 2017 has been Chair of the Remuneration Committee. Ian was appointed as Senior Independent Director on 1 September 2017. Skills, competence and experience: Sue has strong international Ian joined the Board as a Non-Executive Director on 10 March 2014. credentials and has worked in the global FMCG sector for the last 15 Skills, competence and experience: Ian served as CFO of Amec years. Prior to the merger with Anheuser-Busch InBev in October 2016, Foster Wheeler plc for nine years. Prior to this, Ian was Finance Director Sue held the role of Managing Director of SABMiller Europe and was an of Scottish & Newcastle plc and Finance and Strategy Director of the Executive Committee member of SABMiller plc. She joined SABMiller Inntrepreneur Pub Group Ltd. In addition, Ian spent 10 years with in 2003 as Corporate Affairs Director and was part of the executive Foster’s Brewing Group in a variety of roles. Ian brings substantial team that built the business into a top five FTSE company. Previously, financial expertise, and extensive knowledge and experience of strategy Sue has held a number of senior roles in UK companies, including that and the beverage and retail industry, to the Board. Ian was a Non- of Director of Corporate Affairs for Railtrack Group and Scottish Power Executive Director and Chairman of the Audit Committee of Premier plc. Sue has an MBA from Heriot-Watt University, and joined the Board Foods plc (2004-2013), the last year of which he was also the Senior of the Edinburgh Business School in 2017. She is also a Non-Executive Independent Director. Director of Tulchan Communications, a leading financial Committee membership: Chair of the Audit Committee and a member communications advisory firm. of the Nomination Committee and the Remuneration Committee. Committee membership: Chair of the Remuneration Committee. External public directorships: Non-Executive Director of Young & External public directorships: Non-Executive Director of Bakkavor Co’s Brewery plc and a member of the Audit Committee. Non- Group plc. Member of the Supervisory Board of AkzoNobel N.V. Executive Director of plc and a Member of the Audit Non-Executive Director of Imperial Brands PLC and a member of the Committee, Remuneration Committee and Nomination Committee. Remuneration Committee and the Succession & Nominations Committee. Euan Sutherland Mathew Dunn Independent Non-Executive Director Chief Financial Officer Euan was appointed as Non-Executive Director on 29 February 2016. Mathew joined the business in September 2015 and became Chief Skills, competence and experience: Euan is Group Chief Executive Financial Officer (‘CFO’) on 25 November 2015. Mathew’s appointment Officer of SuperGroup Plc. Euan was previously Group Chief Executive to the Board also become effective from this date. He is responsible for Officer for the Co-op group of companies. Earlier in his career, he was Finance, Legal, Estates, Risk Management, Procurement and Quality, Chief Operating Officer of Kingfisher plc, Chief Executive Officer of B&Q Safety and Environment. Mathew resigned in October 2018. In order to and Chief Executive of AS Watson UK, owner of Superdrug. Euan has over facilitate an orderly transition, he is continuing in his post until Spring 22 years’ experience within the retail and FMCG sectors, having held roles 2019. He will therefore stand for re-election at the AGM in January 2019. with Boots, Dixons, Coca-Cola and Mars. Euan has a first class Honours Skills, competence and experience: Prior to joining Britvic, Mathew degree in Managerial and Administrative studies from Aston University. was at SABMiller PLC where he was CFO of South African Breweries Committee membership: Member of the Audit Committee and the Ltd, based in South Africa, since 2014. Mathew first joined SABMiller in Nomination Committee. 2002 where he held various financial planning, management and External public directorships: Chief Executive Officer of SuperGroup Plc.

8 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 8 10/12/2018 13:18 APPENDIX 2 EXPLANATORY NOTES ON PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company proposes to adopt new Articles of Association (the Article 9 – Authorise the Board to set the terms and manner “Articles”) principally in order to reflect developments in market of redemption of shares practice, and to provide clarification and appropriate additional flexibility. The proposed amendment reflects the fact that the Board can only Where practicable, changes are proposed to simplify the language determine the terms and manner of the redemption of redeemable used, including removing Latin references, re-ordering certain sections shares if authorised in the Articles (s685 CA06), or by the shareholders for clarity, and updating references to regulations. Where regulations on a case by case basis. This general authorisation therefore avoids the and guidelines have changed, the relevant Articles have been updated need to obtain shareholder consent on such a basis. accordingly. Certain articles that are no longer relevant or permissible Article 17 – Clarify and extend the power of the Board to deal with have been deleted. uncertificated shares The principal differences between the current articles and proposed The proposed amendment follows regulation 50 of the Model Articles in new Articles are explained below. Other changes, which are of a minor, providing the Board with the flexibility to take such action as they technical or clarifying nature, have not been noted. consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share (including converting A copy of the proposed new Articles will be available for inspection at such share to certificated form). the AGM, on the website at www.britvic.com/agm and at the registered office of the Company. Article 43 – Update provisions in relation to untraced shareholders The proposed amendments to this article bring it in line with market practice. The Company wishes to: (i) remove the requirement for newspaper advertisements and allow a notice of intention to sell to be sent via post or electronically; (ii) require the Company to use reasonable efforts to trace the member, including using an asset reunification company if appropriate; and (iii) provide for the proceeds from the sale to be immediately forfeited to the Company. Article 45 – Update provision in relation to general meetings The proposed amendments give the Company greater flexibility to hold general meetings electronically. This is in line with market practice, reflecting diversity of the shareholder base. A statement of the procedures for attending meetings by electronic meetings will be set out in the notice of the meeting. Article 48.8 – Update wording to reflect the Legislation by replacing “may specify” with “must specify” This proposed amendment reflects the fact that traded companies are now obliged to determine a record date for voting (s360B(2) CA06). Article 70 – Update wording to reflect the Legislation by adding “Subject to the Legislation” at the start of the article This proposed amendment makes it clear that the statement that a proxy has the same rights as his appointer is subject to the provisions in the Companies Act. Article 108 – Update wording to reflect IFRS 16 by adding a new limb to article 108.3.4(xii) in respect of “liabilities under operating leases to which any member of the Group is a party”, and consequential cross-referencing changes This proposed amendment reflects changes (to take effect from January 2019) to the IFRS’ treatment of leases so that they must be accounted for as a liability on the lessee’s balance sheet. The Company therefore wishes to exclude operating leases from the calculation of “moneys borrowed” for the purposes of determining borrowing restrictions. Article 128 – Update wording in respect of treasury shares to reflect the Legislation In line with market practice, and in order to allow the Company the benefit of the full flexibility allowed by the Companies Act, the proposed amendment treats the Company as an entitled member when it holds treasury shares, and includes those shares held as treasury shares in determining the proportions in which the capitalised sum is set aside. As of the date of this Notice, the Company does not hold any shares as treasury shares. Article 129 – Reduce duration of scrip dividend authority and change timing of offer of the right to elect to receive scrip shares The proposal to reduce the duration of scrip dividend authority from 5 to 3 years is in line with the recommendations of the Investment Association’s Share Capital Management Guidelines (July 2014). Furthermore, the proposed amendment to article 129.2 means that the offer of the right to elect to receive scrip shares can be made in the circular before a meeting, rather than having to wait until the meeting and resolution is passed before the offer can be made.

Britvic Notice of Meeting 2019 9

2018-Notice-of-Meeting.indd 9 10/12/2018 13:18 ADDITIONAL NOTES REGARDING VOTING

Entitlement to attend and vote sponsor or voting service provider takes) such action as shall be To be entitled to attend and vote in respect of the number of shares necessary to ensure that a message is transmitted by means of the registered in their name, shareholders must be entered on the Register CREST system by any particular time. In this connection, CREST of Members of the Company by the 6.30pm on 29 January 2019, or, if members (and, where applicable, their CREST sponsors or voting the AGM is adjourned, on the Register of Members at the close of service providers) are referred, in particular, to those sections of the business on the day being two business days prior to the date of the CREST Manual concerning practical limitations of the CREST system adjourned AGM. In both cases, changes to entries on the Register of and timings. Members after the relevant time will be disregarded in determining the The Company may treat as invalid a CREST Proxy Instruction in the rights of any person to attend or vote at the AGM. circumstances set out in Regulation 35(5)(a) of the Uncertificated Entitlement to appoint proxies Securities Regulations 2001. A registered shareholder entitled to attend and vote at the AGM is Rights of persons whose shares are held on their behalf by entitled to appoint a proxy or proxies (who need not be a member of the another person Company) to exercise all or any of their rights to attend, speak and vote The right to appoint a proxy does not apply to persons whose shares are on their behalf at the AGM. A shareholder may appoint more than one held on their behalf by another person and who have been nominated to proxy in relation to the AGM provided that each proxy is appointed to receive communications from the Company in accordance with Section exercise the rights attached to a different share or shares held by that 146 of the Companies Act 2006 (“Nominated Persons”). Nominated shareholder. The appointment of a proxy will not prevent a member Persons may have a right under an agreement with the member who from subsequently attending and voting at the AGM in person. holds the shares on their behalf to be appointed (or to have someone A proxy may be appointed by any of the following methods: else appointed) as a proxy. Alternatively, if Nominated Persons do not • completing the enclosed Form of Proxy in accordance with its have such a right, or do not wish to exercise it, they may have a right instructions and returning it to Equiniti, Aspect House, Spencer Road, under such an agreement to give instructions to the person holding Lancing, West Sussex BN99 6DA; the shares as to the exercise of voting rights. • submitting an electronic proxy appointment by logging onto If you are such a Nominated Person, it is important to remember that Equiniti’s website www.sharevote.co.uk. Shareholders will need your main contact in terms of your investment remains the registered their Voting ID, Task ID and Shareholder Reference Number, which shareholder or custodian or broker who administers the investment on can be found on the accompanying Form of Proxy. Full details of your behalf. Therefore, any changes or queries relating to your personal the procedures are given on the website. Alternatively, if you have details and holding (including any administration) must continue to be already registered with the Registrars’ on-line portfolio service, directed to your existing contact at your investment manager or Shareview, you can submit your proxy by logging on to your portfolio custodian. The Company cannot guarantee that it will deal with matters at www.shareview.co.uk using your usual user ID and password; or that are directed to them in error. The only exception to this is where the • if you are a member of CREST, by using the CREST electronic Company, in exercising one of its powers under the Companies Act appointment service explained below. 2006, writes to you directly for a response. IMPORTANT: In any case, to be valid, your electronic proxy Corporate Representatives appointment instructions or Form of Proxy must be received Any corporation which is a member can appoint one or more corporate by the Company’s Registrars, Equiniti, no later than 11.00am representatives who may exercise on its behalf all of its powers as a on 29 January 2019. member provided that they do not do so in relation to the same shares. Instructions for CREST members Any such representative should bring to the Meeting a certified copy of CREST members who wish to appoint a proxy or proxies through the a resolution of the directors or other governing body of the corporation CREST electronic proxy appointment service may do so for the Meeting concerned confirming the appointment. and any adjournment(s) thereof by using the procedure described in the Information required by Section 311A of the Companies Act 2006 CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST Issued Share Capital As at 5 December 2018, being the latest practicable date prior to the members who have appointed a voting service provider(s), should refer publication of this Notice of Meeting, the Company’s issued share to their CREST sponsor or voting service provider(s), who will be able to capital consisted of 264,766,852 ordinary shares, carrying one vote take the appropriate action on their behalf. each. Therefore, the total number of exercisable voting rights in the In order for a proxy appointment or instruction made using the CREST Company as at 5 December 2018* was 264,766,852. service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Audit statements Shareholders should also note that it is possible that, pursuant to Euroclear UK & Ireland Limited’s specifications and must contain the requests made under Section 527 of the Companies Act 2006, the information required for such instructions, as described in the CREST Company may be required to publish on a website a statement setting Manual. The message, regardless of whether it constitutes the out any matter relating to the audit of the Company’s statutory reports appointment of a proxy or an amendment to the instruction given to a and accounts (including the auditors’ report and the conduct of the audit) previously appointed proxy must, in order to be valid, be transmitted so that are to be laid before the AGM. The Company cannot require the as to be received by Equiniti as the Issuer’s agent (RA19) by 11.00am on shareholders requesting such website publication to pay its expenses in 29 January 2019. For this purpose, the time of receipt will be taken to complying with Sections 527 or 528 of the Companies Act 2006. Where be the time (as determined by the timestamp applied to the message the Company is required to place a statement under Section 527 of the by the CREST Applications Host) from which the Issuer’s agent is able Companies Act 2006, it must forward the statement to the Company’s to retrieve the message by enquiry to CREST in the manner prescribed auditors not later than the time when it makes the statement available on by CREST. the website. The business which may be dealt with at the AGM includes After this time, any change of instruction to proxies appointed through any statement that the Company has been required under Section 527 of CREST should be communicated to the appointee through other means. the Companies Act 2006 to publish on a website.

CREST members (and, where applicable, their CREST sponsors or Information available on website voting service providers) should note that Euroclear UK & Ireland A copy of the notice of AGM and other information required by Section Limited does not make available special procedures in CREST for any 311A of the Companies Act 2006, can be found at www.britvic.com. particular messages. Normal system timings and limitations will You may not use any electronic address provided either in this therefore apply in relation to the input of CREST Proxy Instructions. It is document or any related documents (including the Form of Proxy) to the responsibility of the CREST member concerned to take (or, if the communicate with the Company for any purpose other than those CREST member is a CREST personal member or sponsored member expressly stated. The 2018 Annual Report will remain on the Company’s or has appointed a voting service provider, to procure that his CREST website for ten years.

10 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 10 10/12/2018 13:18 USEFUL INFORMATION

2018 dividends Financial calendar Payment date Amount per share Ex-dividend date 6 December 2018 Interim 14 July 2018 7.9p Record date 7 December 2018 Final 4 February 2019 20.3p AGM 31 January 2019

Payment of final dividend 4 February 2019 Dividend mandates Shareholders who wish dividends to be paid directly into a bank or Interim results announcement 22 May 2019 (provisional date) building society account should contact the Registrar for a dividend mandate form or the form can be downloaded from the Company’s Warning to shareholders – boiler room fraud and other website at www.britvic.com/investors/shareholder-centre/dividends. investment scams Share or investment scams are often run from ‘boiler rooms’ where This method of payment removes the risk of delay or loss of dividend fraudsters cold-call investors offering them worthless, overpriced or cheques in the post and ensures that your account is credited on the even non-existent shares, or offer to buy their shares in a company at a due date. higher price than the market value. Shareholders are advised to be very Dividend reinvestment plan (‘DRIP’) wary of any unsolicited advice, offers to buy shares at a discount, or Shareholders can choose to reinvest dividends received to purchase offers of free reports about the Company. Even seasoned investors further shares in the Company through the Company’s DRIP. A have been caught out by such fraudsters and it is estimated that £200m DRIP application form is available via the Registrar or to download is lost in this way in the UK each year. from the company’s website at www.britvic.com/investors/ The FCA has some helpful information about such scams on its web- shareholder-centre/dividends. site, including tips to protect your savings and how to report a suspected investment scam. Britvic encourages shareholders Share dealing services to read the information on the site, which can be accessed at The Company’s Registrar, Equiniti Financial Services Limited, offers a www.fca.org.uk/consumers/scams/ investment-scams. telephone and internet dealing service, Shareview, which provides a simple and convenient way of buying and selling shares. For telephone Electronic communications dealings call 03456 037 037 between 8.00am and 4.30pm, Monday to Shareholders can elect to receive shareholder documents electronically Friday, and for internet dealings log onto www.shareview.co.uk/dealing. by registering with Shareview at www.shareview.co.uk. This will save on printing and distribution costs, creating environmental benefits. Individual Savings Accounts (ISAs) ISAs in Britvic plc ordinary shares are available through Equiniti Financial When you register, you will be sent an email notification to say when Services Limited. Further information may be obtained through their ISA shareholder documents are available on our website and you will be Helpline, telephone 0345 300 0430. provided with a link to that information. When registering, you will need your shareholder reference number which can be found on your share American Depository Receipts (‘ADRs’) certificate or proxy form. Please contact Equiniti if you require any Britvic American Depository Receipts are traded on the Over The assistance or further information. Counter (‘OTC’) market under the symbol BTVCY. One ADR represents two Britvic plc ordinary shares. This is a sponsored Level 1 ADR Contacts programme for which the Bank of New York Mellon acts as both The Company Secretary is Jonathan Adelman. Depositary Bank and Registrar. For the issuance and management of The registered office is Breakspear Park, Breakspear Way, Hemel ADRs and any general ADR questions, please contact: Hempstead, Hertfordshire HP2 4TZ, telephone +44 (0)1442 284411, fax +44 (0)1442 284402, website www.britvic.com. BNY Mellon Shareowner Services: PO Box 505000 Shareholder inquiries to the Company Secretary may also be submitted Louisville to [email protected] KY 40233- 5000 USA Investor Relations enquiries may be submitted to [email protected] Direct mailing for overnight packages: The 2018 Annual Report is available to download via the Company’s BNY Mellon Shareowner Services website www.britvic.com/annualreport. 462 South 4th Street The Company’s Registrar is Equiniti, Aspect House, Spencer Road, Suite 1600 Lancing, West Sussex BN99 6DA, telephone +44 371 384 2550* Louiseville (UK callers), +44 121 415 7019 (non-UK callers). KY 40202 USA * For those with hearing difficulties, a textphone is available on 0371 384 2255 for UK callers with compatible equipment. Investor Helpline: +1-888-BNY-ADRs (USA caller, toll free) +1-201-680-6825 (non-USA caller) Email: [email protected] Website: www.mybnymdr.com

Britvic Notice of Meeting 2019 11

2018-Notice-of-Meeting.indd 11 10/12/2018 13:18 NOTES FOR SHAREHOLDERS ATTENDING THE MEETING

Location The map below shows the location of Linklaters LLP, One Silk Street, London EC2Y 8HQ where the Annual General Meeting of Britvic plc will be held.

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Linklaters LLP, One Silk Street, London, EC2Y 8HQ +44 (0) 20 7456 2000 www.linklaters.com

Moorgate is the nearest mainline train station. Liverpool Street and Old Street railway stations are also easily accessible.

Moorgate (Circle, Hammersmith & City, Metropolitan and Northern lines), Barbican (Circle, Hammersmith & City and Metropolitan lines).

Car park: there is a public car park in the immediate vicinity, located at the Barbican centre. Disabled access: Linklaters’ offices are accessible to wheelchair users, with the entire building being wheelchair friendly. Blue badge parking directly outside of the building is not available, but Linklaters have five bookable parking spaces underneath the building with assistance on arrival for wheelchair users – please contact Linklaters on 020 7456 2000 for further information and booking. For the hard of hearing, there are induction loops with signage at the main reception. Schedule 10.15am: Registration commences and tea, coffee and biscuits will be available. You should allow 10-15 minutes for registration formalities. 10.45am: Auditorium doors open. 11.00am: Annual General Meeting commences. Following the conclusion of the meeting, further refreshments will be provided. Security Staff will be on duty to assist shareholders. The Company will not permit behaviour that may interfere with another person’s security or safety, or the good order of the meeting. Guests The AGM is a private meeting of shareholders and their representatives. Only shareholders, properly appointed proxies, corporate representatives and invited company guests are permitted to attend the AGM. Shareholders wishing to bring a guest must make a request to the Company in advance by contacting Britvic’s registrar. Contact details are shown on page 11. If a shareholder brings a guest without giving advance notice to the company, the guest may not be permitted to enter the ante-room or auditorium at the venue of the AGM and may be asked to leave the premises. The Company retains absolute discretion to exclude or admit guests to the AGM, including pre-registered guests. Only the Deputy Company Secretary or a more senior company staff member may exercise this discretion. Right to ask questions Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; or (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

12 Britvic Notice of Meeting 2019

2018-Notice-of-Meeting.indd 12 10/12/2018 13:18