Coca-Cola European Partners

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offering Circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

CONFIRMATION OF YOUR REPRESENTATION: You have accessed the attached document on the basis that you have confirmed your representation to Coca-Cola European Partners plc (the “Issuer”), to Coca- Cola European Partners US, LLC (the “Guarantor”) and to Coöperatieve Rabobank U.A., Credit Suisse Securities (Europe) Limited, HSBC Bank plc and Mizuho International plc (together, the “Managers”) that (1) you are outside the United States and are not a U.S. person, as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”), nor acting on behalf of a U.S. person and, to the extent you purchase the securities described in the attached Offering Circular (the “Notes”), you will be doing so pursuant to Regulation S under the Securities Act, (2) the electronic mail address to which the attached Offering Circular has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, and (3) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form.

You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Guarantor, the Managers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer, the Guarantor or the Managers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version.

Restrictions: The attached document is being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or to any U.S. person.

ANY NOTES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Managers, the Issuer or the Guarantor that would or is intended to, permit a public offering of the Notes, or possession or distribution of the Offering Circular (in preliminary or final form) or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Manager(s) or any affiliate of any Manager(s) is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Manager(s) or such affiliate on behalf of the Issuer and the Guarantor in such jurisdiction.

This Offering Circular is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom (the “UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This Offering Circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients of this Offering Circular are not permitted to transmit it to any other person. The Notes are not being offered to the public in the United Kingdom.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The Offering Circular may only be communicated to persons in Ireland in compliance with the Irish Companies Act 2014 (as amended), the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland, the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) of Ireland and the Market Abuse Regulation (EU 596/2014) (as amended).

Under no circumstances shall the Offering Circular (in preliminary or final form) constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Offering Circular who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Offering Circular.

You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function through your e-mail software, will be ignored or rejected. If you receive this document by e- mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Coca-Cola European Partners plc

€500,000,000 1.125% Notes due 2029 Issue Price 99.008%

Guaranteed by Coca-Cola European Partners US, LLC

The 1.125% Notes due 2029 (the “Notes”) will mature on 12 April 2029, unless earlier redeemed in whole. The Managers, as listed and defined below, expect to deliver the Notes to purchasers on or about 12 April 2019. We will pay interest on the Notes annually in arrear on 12 April each year, beginning 12 April 2020. At any time, or from time to time, prior to 12 January 2029, we have the option to redeem all or a portion of the Notes, on no less than 15 nor more than 45 days’ notice to holders thereof, at the make-whole price set forth in this offering circular (the “Offering Circular”), plus accrued and unpaid interest, if any. At any time on or after 12 January 2029, we have the option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the date of redemption. In addition, the Notes may be redeemed, at any time, in the event of certain developments affecting taxation. See “Description of Notes—Redemption upon Changes in Withholding Taxes.” The Notes will be unsecured and unsubordinated obligations. Our obligations under the Notes will be guaranteed on a senior unsecured basis by Coca-Cola European Partners US, LLC (“CCEP US” or the “Guarantor”). The Notes will rank equally with all of our and the Guarantor’s respective future unsecured senior indebtedness. The Notes will be issued only in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will be initially in the form of one or more registered global notes (together, the “Global Notes”). The Global Notes will be deposited with, and registered in the name of, a nominee for the common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), or a nominee of such common depositary. Ownership of interests in the Global Notes, referred to in this description as “book-entry interests,” will be limited to persons that have accounts with Euroclear or Clearstream or their respective participants. The terms of the Fiscal Agency Agreement (as defined below) will provide for the issuance of definitive registered Notes in certain circumstances. See “Book-Entry; Delivery and Form.” Currently there is no public market for the Notes. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of EU Directive 2014/65/EU (as amended or superseded) (“MiFID II”). There is no assurance that the Notes will be listed and admitted to trading on the Global Exchange Market of Euronext Dublin.

Investing in the Notes involves risks. Please refer to the risk factors beginning on page 2 of this Offering Circular and the risk factors included in Coca-Cola European Partners plc’s Annual Report on Form 20-F for the year ended 31 December 2018 (the “CCEP 20-F”) filed on 14 March 2019 with the US Securities and Exchange Commission (the “Commission”) and in our other reports filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which risk factors we incorporate by reference herein. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States. The Notes are being sold outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) and are not being offered or sold, directly or indirectly, within the United States or to U.S. persons (as defined in Regulation S). The Notes are not intended to be sold and should not be sold to retail investors in the European Economic Area. Prospective investors are referred to the “Notice to Investors in the European Economic Area” hereunder for further information.

Credit Suisse HSBC Mizuho Securities Rabobank

10 April 2019

TABLE OF CONTENTS

PAGE

Notice to Investors ...... ii Documents Incorporated by Reference ...... v Forward-Looking Information ...... vi Information about the Company and the Guarantor ...... 1 Risk Factors ...... 2 Use of Proceeds ...... 5 Capitalisation ...... 6 Selected Historical Financial Data ...... 7 Directors and Executive Officers and Corporate Governance ...... 9 Principal Shareowners ...... 21 Description of Notes ...... 22 Book-Entry; Delivery and Form ...... 31 Taxation ...... 34 Subscription and Sale ...... 36 Legal Matters ...... 38 Independent Registered Public Accounting Firm ...... 38 Listing and General Information ...... 39

No person is authorised to give any information or to make any representations other than those contained in this Offering Circular and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of Coca-Cola European Partners plc (“CCEP”), the Guarantor or the Managers. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this Offering Circular or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of CCEP or CCEP US since the date of this Offering Circular, or that the information herein is correct as of any time since its date. CCEP and CCEP US accept responsibility for the information contained in this Offering Circular.

For a description of certain restrictions on offering and sales of Notes and on distribution of this Offering Circular, see “Notice to Investors” and “Subscription and Sale.”

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to “dollars” and “$” are to United States dollars and references to “€” and “euro” are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended.

Unless provided otherwise or the context otherwise requires, references in this Offering Circular to (i) the “Company,” “Issuer,” “CCEP,” “we,” “us,” and “our” are to Coca-Cola European Partners plc, (ii) the “Group” are to Cola-Cola European Partners plc and its subsidiaries and subsidiary undertakings from time to time and (iii) “CCEP US” and the “Guarantor” are to Coca-Cola European Partners US, LLC, provided that any references to “CCEP US” for periods prior to the date of Merger (as defined below), 28 May 2016, are to Coca-Cola Enterprises, Inc.

NOTICE TO INVESTORS

We have prepared this Offering Circular solely for use in connection with the proposed offering of the Notes described in this Offering Circular. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Notes. Distribution of this Offering Circular to any person other than the offeree and any person retained to advise such offeree with respect to the purchase of Notes is unauthorised, and any disclosure of any of the contents of this Offering Circular, without our prior written consent, is prohibited.

By accepting delivery of this Offering Circular, you agree to the foregoing restrictions and to make no photocopies of this Offering Circular or any documents referred to herein.

None of Coöperatieve Rabobank U.A., Credit Suisse Securities (Europe) Limited, HSBC Bank plc and Mizuho International plc (together, the “Managers”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Circular. The Managers assume no responsibility for its accuracy or completeness. Nothing contained in this Offering Circular is or should be relied upon as a promise or representation by the Managers as to the past or future.

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Company in relation to the Notes and is not itself seeking listing or admission of the Notes to trading on the Global Exchange Market.

We and CCEP US accept responsibility for the information contained in this Offering Circular. To the best of our and CCEP US’ knowledge and belief, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us or the Managers.

The descriptions of the operations and procedures of Euroclear and Clearstream set forth in this Offering Circular, including the section entitled “Book-Entry; Delivery and Form,” are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. None of the Company, CCEP US or the Managers takes any responsibility for these operations and procedures and we urge investors to contact the systems or their participants directly to discuss these matters.

Any third party information described in the immediately preceding paragraph and included in this Offering Circular has been accurately reproduced and, as far as we and CCEP US are aware and are able to ascertain from the information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

The Managers will provide you with a copy of this Offering Circular and any related amendments or supplements. By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this Offering Circular and have had an opportunity to request, and have received, all additional information that you need from us. You further acknowledge that the Managers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this Offering Circular.

You should rely only on the information contained in this Offering Circular or incorporated by reference herein. We and CCEP US have not, and the Managers have not, authorised any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and CCEP US are not, and the Managers are not, making an offer to sell the Notes in any jurisdiction except where the offer or sale is permitted. You should assume that the information appearing in this Offering Circular is accurate only as of the date on the front cover of this Offering Circular. Our and CCEP US’ business, financial condition, results of operations, and prospects may have changed since that date.

Neither we, nor CCEP US, nor the Managers nor any of our or their respective representatives are making any representation to you regarding the legality of an investment in the Notes, and you should not construe anything

in this Offering Circular as legal, business, tax, or other advice. You should consult your own advisors as to the legal, tax, business, financial, and related aspects of an investment in the Notes. Laws in certain jurisdictions may restrict the distribution of this Offering Circular and the offer and sale of the Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer, or sell the Notes or possess or distribute this Offering Circular, and you must obtain all applicable consents and approvals; neither we, nor CCEP US nor the Managers shall have any responsibility for any of the foregoing legal requirements.

Interests in the Notes will be available initially in book-entry form. We expect that the Notes sold will be issued in the form of one or more Global Notes. The Global Notes will be deposited and registered in the name of a common depository (or its nominee) for Euroclear and Clearstream. Transfers of interests in the Global Notes will be effected through records maintained by Euroclear and Clearstream and their respective participants. After the initial issue of the Global Notes, the Notes will not be issued in definitive registered form except under the circumstances described in the section “Book-Entry; Delivery and Form.”

This Offering Circular sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interest in the Notes among participants of Euroclear and Clearstream. However, neither Euroclear or Clearstream is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued by any of them at any time. We will not, nor will CCEP US, nor will the Managers, nor will any of our agents, have responsibility for the performance of the respective obligations of Euroclear and Clearstream or their respective participants under the rules and procedures governing their operations.

Application has been made to Euronext Dublin for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of MiFID II.

You may not use any information herein for any purpose other than considering an investment in the Notes.

We reserve the right to withdraw this offering of the Notes at any time. We and the Managers reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount of the Notes sought by it.

This Offering Circular does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in that Member State.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document (“KID”) required by Regulation (EU) No. 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

iii

MiFID II Product Governance / Professional Investors and Eligible Counterparties Only Target Market

NOTICE TO INVESTORS IN THE UNITED KINGDOM

Recipients of this Offering Circular are not permitted to transmit it to any other person. The Notes are not being offered to the public in the United Kingdom.

STABILISATION

In connection with the offering of the Notes, Credit Suisse Securities (Europe) Limited (the “Stabilising Manager”) (or persons acting on its behalf) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation action may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offering of the Notes is made and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date on which the Company received the proceeds of the issue, or no later than 60 calendar days after the date of the allotment of the Notes, whichever is the earlier. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on its behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilising Manager (or persons acting on their behalf) and on the Global Exchange Market of Euronext Dublin.

DOCUMENTS INCORPORATED BY REFERENCE

This Offering Circular incorporates by reference the CCEP 20-F. The CCEP 20-F is available on the Commission’s website at: https://www.sec.gov/Archives/edgar/data/1650107/000165010719000025/final2018ccepannualreportd.htm. The CCEP 20-F also has been filed with Euronext Dublin.

The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding registrants like CCEP that file electronically with the Commission. The address of the Commission’s website is www.sec.gov.

Any statement contained in this Offering Circular or in any document incorporated or deemed to be incorporated by reference in this Offering Circular will be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained in this Offering Circular, or is deemed to be incorporated by reference in this Offering Circular, modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this Offering Circular.

FORWARD-LOOKING INFORMATION

This Offering Circular and any documents incorporated by reference herein may contain statements, estimates or projections that constitute “forward-looking statements” concerning the financial condition, performance, results, strategy and objectives of CCEP and its subsidiaries. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,” “outlook,” “guidance,” “possible,” “potential,” “predict” and similar expressions identify forward- looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from CCEP’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not limited to, obesity concerns; water scarcity and poor quality; evolving consumer preferences; increased competition and capabilities in the marketplace; product safety and quality concerns; increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key retail or foodservice customers; fluctuations in foreign currency exchange rates; fluctuations in the stability of the euro; interest rate increases; an inability of CCEP to maintain good relationships with its partners; a deterioration in its partners’ financial condition; increases in income tax rates, changes in income tax laws or unfavourable resolution of tax matters; increased or new indirect taxes in CCEP’s tax jurisdictions; increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labelling or warning requirements or limitations on the availability of CCEP’s respective products; an inability of CCEP to protect its respective information systems against service interruption, misappropriation of data or breaches of security; unfavourable general economic or political conditions in Europe or elsewhere; the United Kingdom’s exit from the European Union; litigation or legal proceedings; non-compliance with anti-corruption laws and regulations and economic sanctions programmes; adverse weather conditions; climate change; damage to CCEP’s respective brand images and corporate reputation from negative publicity, even if unwarranted, related to product safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to CCEP’s respective products or business operations; changes in accounting standards; an inability of CCEP to achieve its respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of CCEP’s respective counterparty financial institutions; fluctuations in CCEP’s debt rating; an inability to timely implement any previously announced actions to reinvigorate growth, or to realise the economic benefits CCEP anticipates from these actions; failure to realise a significant portion of the anticipated benefits of strategic relationships; an inability to renew collective bargaining agreements on satisfactory terms, or CCEP or its respective partners experience strikes, work stoppages or labour unrest; future impairment charges; an inability to realise business integration and synergy savings; difficulty of recruiting employees; labour and union unrest; an inability to successfully manage the possible negative consequences of productivity initiatives; global or regional catastrophic events; and other risks discussed in the CCEP 20-F. Due to these risks and uncertainties, CCEP’s actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set out in CCEP’s forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. CCEP does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required under applicable rules, laws and regulations. CCEP assumes no responsibility for the accuracy and completeness of any forward-looking statements. Any or all of the forward- looking statements contained in this Offering Circular and in any other of CCEP’s public statements may prove to be incorrect.

INFORMATION ABOUT THE COMPANY AND THE GUARANTOR

CCEP

Our business was formed on 28 May 2016 through the merger of the legacy businesses of CCEP US, Coca- Cola Iberian Partners, S.A.U. (“CCIP”) and Coca-Cola Erfrischungsgetränke GmbH (“CCEG”) (the “Merger”). Under the terms of the Merger, in July 2016, we completed the acquisition of Vifilfell hf., the Coca-Cola bottler in Iceland.

We and our subsidiaries are a leading consumer goods group in Western Europe, selling, making and distributing an extensive range of ready-to-drink beverages and are the world’s largest Coca-Cola bottler based on revenue. We serve a consumer population of over 300 million across Western Europe, including Andorra, Belgium, continental France, Germany, Great Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal, Spain and Sweden. Our ordinary shares are listed on Euronext Amsterdam, the New York Stock Exchange, London Stock Exchange and the continuous market of the Spanish Stock Exchange.

See “Item 4—B – Business overview.” under the heading, “Form 20-F Table of Cross References,” in the CCEP 20-F, which is incorporated herein by reference.

We are a public limited company organised under the laws of England and Wales (registered number 9717350) formed on 4 August 2015. Our principal executive offices are located at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom, and main switchboard telephone number at that address is +44 (0)1895 231 313.

CCEP US

CCEP US is a wholly-owned subsidiary of CCEP. CCEP US is a limited liability company organised under the laws of the State of Delaware on 5 August 2015.

The address of CCEP US registered agent in the United States is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA.

The rights of Coca-Cola European Partners Holdings US, Inc. (a wholly-owned subsidiary of CCEP) as the sole member of CCEP US are contained in the Certificate of Formation and the First Amended and Restated Limited Liability Company Agreement dated 24 April 2016 of CCEP US, and CCEP US is managed in accordance with those documents and the applicable laws of the State of Delaware, USA.

RISK FACTORS

An investment in the Notes involves risks. In consultation with your financial and legal advisers, you should carefully consider, among other matters, the risk factors set forth below, as well as the risk factors in the CCEP 20-F and our other reports filed with the Commission, as they may be amended, updated or modified in our reports filed with the Commission, which risk factors we incorporate by reference herein, before deciding whether an investment in the Notes is suitable for you.

The Notes will be effectively subordinated to our non-guarantor subsidiaries’ existing and future indebtedness.

Substantially all of our operations are conducted through our subsidiaries, including CCEP US. As a result, our cash flow and debt servicing, including the Notes, will depend in large part upon our subsidiaries’ cash flows and their ability to make dividend or other intercompany loan payments to us. Additionally, except to the extent our subsidiaries other than CCEP US guarantee the Notes or we may be a creditor with recognised claims against such subsidiaries, the claims of creditors of our non-guarantor subsidiaries will have priority with respect to the assets and earnings of such subsidiaries over claims of our direct creditors, including holders of the Notes. As at 31 December 2018, our non-guarantor subsidiaries had €18.3 billion of assets (including net €0.1 billion of intercompany assets) and €6.1 billion of liabilities.

There is currently no market for the Notes. We cannot assure you that an active trading market will develop.

The Notes are new securities for which there is currently no existing market. Although we have made an application for the Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin, we cannot assure you that the Notes will become or will remain listed or admitted to trading. We cannot assure you as to the liquidity of any market that may develop for the Notes, the ability of holders of the Notes to sell them, or the price at which the holders of the Notes may be able to sell them. The liquidity of any market for the Notes will depend on the number of holders of the Notes, prevailing interest rates, the market for similar securities, and other factors, including general economic conditions and our own financial condition, performance, and prospects. As a result, we cannot assure you that an active trading market for the Notes will develop or, if one does develop, that it will be maintained.

We cannot assure you that the procedures for book-entry interests to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of your rights under the Notes.

Unless and until Notes in definitive registered form are issued in exchange for Global Notes, owners of book-entry interests will not be considered owners or holders of the Notes except in the limited circumstances provided in the Fiscal Agency Agreement. The common depositary for Euroclear and Clearstream (or its nominee) will be the sole registered holder of the Global Notes representing the Notes. After payment to the common depositary, we will have no responsibility or liability for the payment of interest, principal, or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear or Clearstream, as applicable, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder under the Fiscal Agency Agreement. See “Book-Entry; Delivery and Form.”

Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers, or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any request actions on a timely basis.

Similarly, upon the occurrence of an event of default under the Fiscal Agency Agreement, if you own a book-entry interest, you will be restricted to acting through Euroclear or Clearstream. We cannot assure you that the procedures to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of rights under the Notes. See “Book-Entry; Delivery and Form.”

There may be risks associated with foreign currency judgments.

The Fiscal Agency Agreement and the Notes referred to in this Offering Circular will be governed by, and construed in accordance with, the laws of the State of New York. An action based upon an obligation payable in a currency other than US dollars may be brought in courts in the United States. However, courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than US dollars. In addition, it is not clear whether, in granting a judgment, the rate of conversion would be determined with reference to the date of default, the date judgment is rendered, or any other date. The Judiciary Law of the State of New York provides, however, that an action based upon an obligation payable in a currency other than US dollars will be rendered in the foreign currency of the underlying obligation and converted into US dollars at a rate of exchange prevailing on the date the judgment or decree is entered. In these cases, holders of foreign currency securities would bear the risk of exchange rate fluctuations between the time the amount of judgment is calculated and the time the foreign currency was converted into US dollars and paid to the holders.

You should consult your own financial and legal advisors as to the risks entailed by an investment in the Notes. The Notes are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions.

United States Federal and state laws allow courts, under specific circumstances, to void guarantees and to require you to return payments received from the Guarantor.

Although you will be direct creditors of the Guarantor by virtue of the note guarantee (as defined below), existing or future creditors of the Guarantor could avoid or subordinate the Guarantor’s note guarantee under the fraudulent conveyance laws if they were successful in establishing that:

 such note guarantee was incurred with fraudulent intent; or

 the Guarantor did not receive fair consideration or reasonably equivalent value for issuing its note guarantee and

o was insolvent at the time of the note guarantee;

o was rendered insolvent by reason of the note guarantee;

o was engaged in a business or transaction for which its assets constituted unreasonably small capital to carry on its business; or

o intended to incur, or believed it would incur, debt beyond its ability to pay such debt as it matured.

The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. Generally, however, a company would be considered insolvent for purposes of the foregoing if:

 the sum of the company’s debts, including contingent, unliquidated and unmatured liabilities, is greater than all of such company’s property at a fair valuation, or

 if the present fair saleable value of the company’s assets is less than the amount that will be required to pay the probable liability on its existing debts as they become absolute and matured.

We cannot assure you as to what standard a court would apply in order to determine whether the Guarantor was “insolvent” as of the date its note guarantee was issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that the Guarantor was insolvent on that date. The note guarantee could be subject to the claim that, since the note guarantee was incurred for the benefit of CCEP and only indirectly for the benefit of the Guarantor, the obligations of the Guarantor thereunder were incurred for less than reasonably equivalent value or fair consideration.

Guarantor not to constitute a fraudulent conveyance or fraudulent transfer under any applicable law. There can be no assurance as to what standard a court will apply in making a determination of such maximum amount. There is a possibility that the entire note guarantee may be set aside, in which case the entire liability of the Guarantor under the note guarantee may be extinguished.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately €492 million, after deducting certain offering expenses including the management and underwriting commission. We expect to use the net proceeds to repay maturing debt and for other general corporate purposes.

CAPITALISATION

The following table sets forth CCEP’s capitalisation and cash and cash equivalents on a consolidated basis as of 31 December 2018. CCEP’s capitalisation and cash and cash equivalents are presented:

 on an actual basis; and

 as adjusted to give effect to this offering and the application of €365 million of net proceeds therefrom to repay outstanding commercial paper.

At 31 December 2018 Actual As Adjusted (in millions) Cash and cash equivalents ...... € 309 € 436 Short-term borrowings ...... 491 126 Long-term borrowings ...... 5,127 5,619 Total borrowings ...... 5,618 5,745

Total equity ...... 6,564 6,564

Total capitalisation...... € 12,182 € 12,309

SELECTED HISTORICAL FINANCIAL DATA

Our historical consolidated financial data presented in the table below is not necessarily indicative of our results of operations or financial position for any future period and should be read in conjunction with our audited consolidated financial statements as of and for the years ended 31 December 2018, 2017 and 2016, including the notes thereto, which are set out in the CCEP 20-F, which is incorporated by reference herein.

The audited consolidated financial statements of CCEP as of and for the years ended 31 December 2018, 2017 and 2016 are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act 2006.

CCEP was formed on 28 May 2016 through the merger of the legacy businesses of CCEP US (Coca-Cola Enterprises, Inc.), CCIP and CCEG. Subsequent to the Merger, in July 2016, CCEP completed the acquisition of Vifilfell hf., the Coca-Cola bottler in Iceland. Upon the consummation of the Merger, the historical consolidated financial statements of Coca-Cola Enterprises, Inc. became CCEP’s historical financial statements as Coca-Cola Enterprises, Inc. was deemed to be the predecessor to CCEP (refer to Note 1 of the audited consolidated financial statements included within the CCEP 20-F for further details). Therefore, the financial results presented in the table below for the period from 1 January 2016 through 27 May 2016 refer to Coca-Cola Enterprises, Inc. and its consolidated subsidiaries, and the periods from 28 May 2016 onwards refer to the combined financial results of CCEP.

For the Years Ended 31 December (in millions) 2018 2017 2016 OPERATIONS SUMMARY Revenue € 11,518 € 11,062 € 9,133 Cost of sales (7,060) (6,772) (5,584) Gross profit 4,458 4,290 3,549 Selling and distribution expenses (2,178) (2,124) (1,615) Administrative expenses (980) (906) (1,083) Operating profit 1,300 1,260 851 Finance income 47 48 31 Finance costs (140) (148) (154) Total finance costs, net (93) (100) (123) Non-operating items (2) (1) (9) Profit before taxes 1,205 1,159 719 Taxes (296) (471) (170) Profit after taxes 909 688 549

As at 31 December (in millions) 2018 2017 PERIOD-END FINANCIAL POSITION Intangible assets € 8,384 € 8,384 Goodwill 2,518 2,520 Property, plant, and equipment 3,888 3,837 Total assets 18,216 18,194 Total borrowings 5,618 5,748 Total equity 6,564 6,685

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Senior Managers, in addition to the Directors listed below, are as follows:

Senior Managers

Name Age Position Manik Jhangiani 53 Chief Financial Officer Ronald J. Lewis 52 Chief Supply Chain Officer Clare Wardle 57 General Counsel & Company Secretary Lauren Sayeski 44 Chief Public Affairs and Communications Officer Peter Brickley 58 Chief Information Officer Victor Rufart 57 Chief Strategy Officer Nick Wall 60 Chief Human Resources Officer Francesc Cosano 58 General Manager, Iberia Leendert den Hollander 50 General Manager, Great Britain Ben Lambrecht 55 General Manager, France Frank Molthan 58 General Manager, Germany Stephen Moorhouse 52 General Manager, Northern Europe

Manik Jhangiani (Chief Financial Officer)

Nik has more than 20 years of finance experience, including 11 years within the Coca-Cola system. Prior to his current role, he became Senior Vice President and CFO for CCEP US in November 2013, after joining CCEP US in September 2012. Nik started working at The Coca-Cola Company (“TCCC”) as International Audit Manager in Atlanta in September 1998 before he became Director of Corporate Audit for the newly-formed Coca-Cola Hellenic Bottling Company in Vienna, Austria. In 2002, Nik was appointed Corporate Controller and became CFO in 2004. In 2007, Nik took on the additional responsibility of Director of Strategy. Before TCCC, Nik worked for the Colgate-Palmolive Company in New York, being appointed as Group Financial Director for the Nigerian operations in 1995. He began his career in 1988 at accountancy firm Deloitte & Touche in New York, before spending two years at Bristol-Myers Squibb as International Senior Internal Auditor. In 2010, Nik’s work was recognised when he won CFO of the year for his work as CFO at Bharti Enterprises in New Delhi, India. Nik is a Certified Public Accountant from the State of New York and received his degree in accounting and economics from Rutgers University.

Ronald J. Lewis (Chief Supply Chain Officer)

Ron leads the end-to-end supply chain for CCEP across its 13 countries. Ron is an experienced supply chain leader within the Coca-Cola system. He has served as Senior Vice President, Supply Chain of CCEP US, and Vice President, Procurement and Chief Procurement Officer, for TCCC, where he was responsible for stewarding in excess of $38 billion in external spending. Previously, he led 7,000 employees across the Southeast Region in the US as Senior Vice President for Coca-Cola Refreshments and, before that, held the role of Vice President and Chief Procurement Officer for CCEP US. Ron has also served as a Director of ZICO (a coconut water beverage company), Southeastern Container (a plastic bottle manufacturing company), Coca-Cola Supply and Coca-Cola Bottlers Sales & Service. Before starting his career with Coca-Cola he worked for Mars Inc and Cargill Inc. Ron has represented Coca-Cola in the US on the board of the Georgia Chamber of Commerce and served as a director on the board of the C5 Georgia Youth Foundation - a non-profit organisation that supports and inspires young people with potential from underprivileged backgrounds. He received a BSc in Chemical Engineering from Montana State University and a Master of Business Administration from the JL Kellogg Graduate School of Management at Northwestern University.

Clare Wardle (General Counsel & Company Secretary)

Clare was appointed as General Counsel & Company Secretary at CCEP in May 2016 and has considerable international experience in risk, governance, competition and compliance. Between 2010 and May 2016, Clare has played a leading role in many development and expansion projects as Group General Counsel at Kingfisher -

Europe’s largest home improvement retail group. During her time at the FTSE 100 company, she launched the hugely successful Kingfisher Women’s Network, which has seen an increase of senior women within the business. Clare was previously Commercial Director and General Counsel & Company Secretary for Tube Lines, where she played a key part in a broad range of functions including planning and strategy, procurement, stakeholder relationships and cost and control processes. Between 1996 and 2008, Clare held senior roles in the Royal Mail Group, including Head of Legal Services for Post Office Ltd. She began her career as a barrister with multinational law firm Lovells. Clare serves as chairman of Basketball England and is a Non-executive Director of Lee/Fitzgerald Architects and Modern Pentathlon GB. Additionally, she is a member of the GC100 committee - the voice of General Counsel and Company Secretaries working in FTSE 100 Companies. In addition to her many legal qualifications, Clare is also an accredited mediator and chartered secretary.

Lauren Sayeski (Chief Public Affairs and Communications Officer)

Lauren leads CCEP’s strategic engagement with media, policymakers, civil society and community stakeholders. She has worked for Coca-Cola for over 12 years in roles across the spectrum of public affairs and communications. She has served on transaction teams for the 2010 sale of CCEP US’ North American operations to TCCC and, most recently, on the merger to create CCEP. In her previous role as Vice-President of Stakeholder Engagement and External Communications of CCEP US, Lauren was responsible for the Company’s corporate responsibility and sustainability, stakeholder engagement and media relations strategies. Prior to this, she was Director of Leadership and Internal Communications for CCEP US. In this role, she led the advancement of the Company’s communication and collaboration platform, as well as employee engagement efforts around corporate responsibility and sustainability. Lauren began her career in marketing communications, serving clients such as DuPont, InterContinental Hotels Group and the American Cancer Society. She holds a Bachelor of Arts in English and a minor in Political Science from Emory University in Atlanta, Georgia, including studies at the University of Oxford, England.

Peter Brickley (Chief Information Officer)

Peter leads the business solutions, support services and technology infrastructure that CCEP needs to deliver growth. That includes steering CCEP’s investments in technology solutions to enhance our customer service and delivery in the marketplace. His leadership of IT also supports key business process changes and the integration of our digital workplace, to ensure our employees are connected and can collaborate effectively from any location. Peter joined CCEP in November 2016, bringing with him more than two decades of experience leading technology for global businesses, including Heineken, Centrica and BAT. Most recently, he was Global CIO and Managing Director of Global Business Services at SABMiller, with responsibility for more than 1,500 employees. Peter is also non-executive chairman of Newbury Building Society. He holds a degree in Engineering Science from Warwick University in Great Britain.

Victor Rufart (Chief Strategy Officer)

Victor was appointed Chief Strategy Officer in October 2016. He also leads the offices of Integration Management and Business Transformation, following the Merger. Before he joined CCIP as CEO in June 2013, Victor spent 25 years at Cobega, S.A. (“Cobega”). There, he led the transformation of the Cobega business model to secure business growth and achieved operational excellence in an environment of economic crisis. His previous role at Cobega was Director of New Business, which included acquiring and structuring the bottled mineral water business and the redefinition of the Nespresso coffee capsule business (Nestle Group). Before that, Victor headed up the Finance Department, where he spearheaded a first integration of bottlers in the Group’s areas of influence. He also served as an advisor in the constitution of the Equatorial Coca-Cola Bottling Company - a joint venture with TCCC in the West Africa Region markets. His career at Cobega began in 1988 when he joined as a member of the tax department. Over the following years he rose to the position of Head of Tax Planning. Victor has a Degree in Business Administration from Barcelona University, specialising in Fiscal Studies and General Management.

Nick Wall (Chief Human Resources Officer)

Nick joined CCEP in September 2016 as Chief HR Officer. Nick has been with the Coca-Cola system since 1986, commencing in Ireland and since 1990 has worked internationally in almost 70 countries and lived in Switzerland, Zimbabwe, U.S., Turkey, Austria and U.K. Immediately before joining CCEP he held the position of

senior vice-president HR for the Bottling Investment Group, with more than 80,000 employees in 20 countries across the globe, with a strong presence in many countries in Asia. Before that he was the head of HR for the Europe, Eurasia and Middle East for Coca-Cola. In the first years of his career, Nick worked with a subsidiary of Pfizer Inc. in Ireland. Nick holds a social science degree from the University of College Cork, a diploma in business studies from University College Limerick and a master’s degree in coaching for change from HEC Paris and INSEAD Paris.

Francesc Cosano (General Manager, Iberian Business Unit)

Francesc leads CCEP’s business in Spain, Portugal and Andorra. Francesc was previously Managing Director of CCIP. He has also worked as Operations Director for CCIP. He has been part of the Coca-Cola system since 1988. He began his career at Cobega as Key Account Manager, moving on to a number of sales management positions between 1988 and 1995. Francesc then left the Coca-Cola system for a brief period to become Regional Director for the Leche Pascual, S.A. group and UDV-Angloespañola de Distribución, S.A., a subsidiary of the DIAGEO group. He then returned to Cobega, first as Sales Director and later as Deputy General Manager. Francesc has a Business Administration Degree and a Masters in Business Administration from IESE.

Leendert den Hollander (General Manager, Great Britain Business Unit)

Leendert is responsible for CCEP’s Business Unit in Great Britain. He was appointed Vice President & GM of CCEP US Great Britain in May 2014. Leendert joined from Young’s Seafood Ltd, where he had been Chief Executive Officer since 2011. Previously, he was UK Managing Director and Chief Marketing Officer of its parent company, Findus Group Ltd. Earlier in his career, Leendert spent 15 years at Procter & Gamble in senior marketing positions including leading its Global Household Cleaners business. Leendert is Vice President of the British Soft Drinks Association and a member of the Leadership Council of the Institute of Grocery Distribution. A native of the Netherlands, Leendert was educated at Erasmus University, Rotterdam.

Ben Lambrecht (General Manager, France Business Unit)

Ben has been working with the Coca-Cola system for more than 20 years, holding various leadership positions with both TCCC and bottling operations in several countries. Ben took up the positions of Vice President & GM France with CCEP US in September 2013. Prior to this appointment, Ben led the Belgium, Netherlands and Luxembourg Business Unit as GM for three years, after holding various Vice President positions in the Belgian and British leadership teams in Field Sales, Logistics and Sales & Marketing. By working in different divisions and managing people from different cultures across our business, Ben believes in the value of a collaborative and inclusive management, as well as diversity in driving business value growth. Prior to joining the Coca-Cola system in 1993, Ben’s career began at KPMG, followed by several years in other companies (among which Biscuits Delacre), the very start of his strong customer focus. Outside CCEP, Ben holds several board seats, notably at the French Soft Drinks Association (Boissons Rafraîchissantes de France) and at the French Food Association (Association Nationale de l’Industrie Alimentaire). Ben graduated with a Masters in Economic Sciences from the University of Antwerp, Belgium, and an Advanced Management Programme at INSEAD, France.

Frank Molthan (General Manager, Germany Business Unit)

With almost 30 years’ experience in Germany’s Coca-Cola system, and holding a range of regional and commercial leadership roles, Frank has a track record of delivering consistently strong results. Frank’s most recent role was as HR Director for CCEG, successfully leading the organisation through a period of change. Prior to his HR leadership, Frank was appointed the German Business Unit’s Director of Sales and Marketing in 2009, where his guidance delivered high levels of growth and strong customer service. Frank joined Coca-Cola bottling operations in Schleswig-Holstein and North Rhine-Westphalia in 1988, before moving to CCEG in 1997. Here, he took over management roles in sales and marketing. Frank’s promotion to Region Manager South in 2000 was followed by his appointment as Sales Director for the Away-from-Home-Market in 2002. In April 2004, he was appointed Managing Director of Coca-Cola Deutschland Verkauf GmbH and co. KG, a subsidiary of Coca-Cola in Germany. Frank did a two year apprenticeship and formal education certificate programme with Volksbank in banking and worked another two years for this bank before joining the Coca-Cola system in 1988.

Stephen Moorhouse (General Manager, Northern Europe Business Unit)

Stephen has been with the Coca-Cola system for over 14 years, leading operations and supply chain. Stephen has been in charge of the business in Belgium, Luxembourg, the Netherlands, Sweden and Norway since his appointment as GM of CCEP US’ Northern Europe Business Unit, in September 2013. In addition, he took over the responsibility for Iceland when it joined CCEP in July 2016. Between early 2007 and August 2013, Stephen was General Manager & Vice President Supply Chain leading CCEP US’ Supply Chain, a fully functioning business unit, covering Great Britain, France, Belgium, Luxembourg, the Netherlands, Norway and Sweden. Other previous roles include Vice President European Operations - European Supply Chain, Vice President Supply Chain GB and Operations Director GB. Prior to joining CCEP US, he worked overseas for 12 years with the Swire Group. Nine of those years were spent within with the Coca-Cola bottling in Asia (Hong Kong, Taiwan and China) and the US (Salt Lake City), and three years in the shipping industry in Asia/Pacific (Singapore, Papua New Guinea). Stephen received a BA in Theology at Oxford University and an Executive MBA from INSEAD, France. He also attended the Advanced Management Programme at Harvard Business School.

Potential Conflicts of Interest

Save as set out below in this “Directors and Executive Officers—Potential Conflicts of Interest” section or otherwise disclosed in this “Directors and Executive Officers” section of this Offering Circular, there are no potential conflicts of interest between any duties owed by the Directors or Senior Managers to the Company and their private interests or other duties.

Under its terms of reference the nomination committee of the CCEP Board of Directors (the “Board”) considers issues involving potential conflicts of interest of directors and members of committees. Sol Daurella is the Co-Chairman and member of the Executive Committee of, Cobega, as well as a shareholder of Cobega. Alfonso Líbano Daurella is Co-Vice Chairman and member of the Executive Committee of, as well as a shareholder of Cobega. Mario Rotllant Solá is Co-Chairman and a member of the Executive Committee of Cobega. Sol Daurella and Alfonso Líbano Daurella are indirect shareholders of Grupo Norte de Distribucion, S.L., a subsidiary of Cobega that has a commercial agreement with CCEP for the distribution of our products. In addition, Sol Daurella and Alfonso Líbano Daurella are indirect shareholders of Daufood U. Lda., a subsidiary of Cobega that has a commercial agreement with CCEP for the purchase of our products. Delivra, S.L. and Gadisven, S.A., both subsidiaries of Cobega, provide equipment maintenance services to CCEP. CCEP also currently has agreements in place for the supply of products to Gadisven, S.A., the vending company. Sol Daurella and Alfonso Líbano Daurella also hold, through Cobega, an interest in Norinvest Consumo, S.L. (Norinvest). Norinvest has a lease agreement in place with Norbega S.A., a subsidiary of CCEP. Irial Finan held until March 2018, and Francisco Crespo Benítez continues to hold, various roles within (including as employees of) TCCC. The Board believes that the systems it has in place for reporting situational conflicts (situations where a director has an interest that conflicts, or may conflict, with the interests of the Company) are operating effectively.

Board of Directors of CCEP

The following table lists our directors. Their biographical information is available below.

Name Age Position Sol Daurella Comadrán ...... 52 Chairman Damian Gammell ...... 48 Chief Executive Officer José Ignacio Comenge Sánchez-Real ...... 67 Non-executive Director Francisco Crespo Benítez ...... 53 Non-executive Director Irial Finan ...... 61 Non-executive Director Álvaro Gómez-Trénor Aguilar ...... 67 Non-executive Director Alfonso Líbano Daurella ...... 64 Non-executive Director Mario Rotllant Solá ...... 67 Non-executive Director Jan Bennink ...... 62 Independent Non-executive Director Christine Cross ...... 67 Independent Non-executive Director Javier Ferrán ...... 62 Independent Non-executive Director Nathalie Gaveau ...... 43 Independent Non-executive Director L. Phillip Humann1 ...... 73 Independent Non-executive Director Orrin H. Ingram II ...... 58 Independent Non-executive Director Thomas H. Johnson ...... 69 Independent Non-executive Director Garry Watts ...... 62 Independent Non-executive Director Curtis R. Welling1 ...... 69 Independent Non-executive Director

1 L. Phillip Humann and Curtis R. Welling have indicated that they do not intend to seek election to the Board at the Company’s annual general meeting (“AGM”) in May 2019 and are expected to resign as directors of the Company at the time of the AGM. The Board has appointed Dagmar Kollmann and Lord Mark Price to succeed them as Non-executive Directors with effect from the end of the AGM, subject to (i) receipt of the resignations of L. Phillip Humann and Curtis R. Welling and (ii) their election at the AGM.

The Company’s registered address serves as the business address for all members of the Board.

Shareholders’ Agreement

The Company entered into a shareholders’ agreement (the “Shareholders’ Agreement”), dated 28 May 2016, by and among the Company, Olive Partners S.A. (“Olive HoldCo”), European Refreshments (“Red 1”), Coca- Cola GmbH (“Red 2”) and Vivaqa Beteiligungs GmbH & Co. KG (“Red 3”; Red 1, Red 2 and Red 3 together, “Red”). Under the Shareholders’ Agreement, among other matters, the procedures governing the appointment and removal of directors nominated by Red and Olive HoldCo, and the appointment and removal of the Chairman and the CEO, depend on the levels of Olive HoldCo’s and Red’s respective shareholdings in CCEP.

Sol Daurella Comadrán (Chairman)

Sol was appointed Chairman of the Board from its formation in May 2016. Sol is a member of the Nomination Committee and the Affiliated Transaction Committee.

She started her career in the Mac Group, a strategic consultancy firm, before joining her family’s Coca- Cola bottling business in Spain in 1992. Since then, she has held a number of roles at various Coca-Cola bottling businesses. She was Chairman and CEO of Coca-Cola Iberian Partners S.A. and, until the end of November 2015, was a director of Vífilfell hf, the bottler of Coca-Cola in Iceland. She is currently a director of Equatorial Coca-Cola Bottling Company, S.L..

Sol is currently Co-Chairman and member of the Executive Committee of Cobega, Executive Chairman of Olive HoldCo and Co-Chairman of Grupo Cacaolat, S.L. She also serves as a director and member of the Appointments and Remuneration Committees of Banco Santander, S.A.

She has also held a number of positions at other public companies: from 2009 to 2014 she served as a director of Banco de Sabadell, S.A., and between 2010 and 2014 she was a director of Ebro Foods, S.A., a multinational food group operating in the rice and pasta sectors, and Acciona, S.A., a Spanish corporation that develops and manages infrastructure and renewable energy.

Sol has been Honorary Consul for Iceland in Catalonia since 1992 and is also involved in foundations dedicated to cancer research, health and well-being and education.

The Daurella family has been part of the Coca-Cola global system for over 60 years, since the first bottling agreement was signed in Spain in 1951, and Sol has continued and strengthened this long-standing relationship. She has a deep understanding of the business and the markets in which we operate, which she has gained through her extensive experience at Coca-Cola bottling companies in Europe in particular.

Damian Gammell (Chief Executive Officer)

Damian was appointed CEO and Director in December 2016.

Prior to his appointment as CEO, Damian served as the Company’s Chief Operating Officer, having previously held the same position at Coca-Cola Enterprises, Inc. from October 2015 to May 2016. Damian has had 25 years of leadership experience in the non-alcoholic ready to drink industry (“NARTD”) and within the Coca-Cola system, holding group commercial roles at Coca-Cola Hellenic (Ireland) and Coca-Cola Enterprises, Inc. from 1991 to 1999, and serving as CEO of Coca-Cola Hellenic Russia from 2000 to 2004, as Group Commercial Director for Coca-Cola Amatil from 2004 to 2005, and as CEO of CCEG in Germany from 2005 to 2010. Damian joined the Anadolu Beverage Group in 2010, serving as Managing Director and Group President of Efes Soft Drink from 2012-2014, and later as President and CEO of Anadolu Efes S.K., from 2014-2015.

In 2009, Damian was nominated as Young Global Leader (“YGL”) of the World Economic Forum and has served on the healthcare committee. As YGL, he was involved in a number of global non-profit initiatives.

Damian is a graduate of the College of Marketing, Dublin. He studied for his Masters at Oxford University and HEC Paris, graduating with an MSc in Change Management.

Damian has spent the majority of his career at Coca-Cola affiliated companies around Europe, which has given him an in-depth understanding of the business and how it operates on a multinational basis. He brings this knowledge as well as extensive leadership experience to his role as CEO.

José Ignacio Comenge Sánchez-Real (Non-executive Director)

José Ignacio was appointed Non-executive Director on 28 May 2016. He is a member of the Affiliated Transaction Committee.

José Ignacio has extensive experience working with Coca-Cola companies, and has held a variety of roles with a number of Coca-Cola bottling companies, including Compañía Castellana de Bebidas Gaseosas, S.L. and Compañía Levantina de Bebidas Gaseosas, S.A.U., both based in Spain, and Refrige-Sociedade Industrial de Refrigerantes, S.A., a bottling company in Portugal. He also serves as a director of Olive HoldCo, prior to which he was a director of CCIP, the bottler of Coca-Cola in Iberia, and a member of that company’s Executive Committee and Appointments & Remunerations Committee.

José Ignacio has broad experience serving on the boards of companies in a variety of industries and sectors. He is a director of Prim S.A., a medical supply company listed on the Madrid Stock Exchange, ENCE Energía y Celulosa, S.A., a Spanish company involved in renewable energy production with forest biomass and also a director of Compañía Vinícola del Norte de Espana, S.A., a Spanish winery. José Ignacio serves as director of Ebro Foods, S.A., a multinational food group operating in the rice, pasta and sauces sector, Barbosa & Almeida SGPS, S.A. and Ball Beverage Can Iberica, S.L., both of which are packaging businesses, and Azora, S.A., a real estate investment firm. He has also held a variety of roles in AXA, S.A., Águila and Heineken España, S.A.

José Ignacio has spent much of his career working with Coca-Cola bottling companies, and he brings this experience to his position on the Board. He is particularly knowledgeable about the workings of the industry in Iberia, one of the key markets in which we operate, and this expertise is a valuable asset to the international strategy of the Company.

Francisco Crespo Benítez (Non-executive Director)

Francisco was appointed Non-executive Director on 7 March 2018. He is a member of the Corporate Social Responsibility Committee.

Francisco is currently Senior Vice President and Chief Growth Officer of TCCC, leading the company’s integrated global Marketing, Corporate Strategy, Knowledge & Insights, Customer and Commercial leadership teams.

Previously he held a number of senior positions with TCCC, serving as President of TCCC’s Mexico business unit based in Mexico City, President of the South Latin business unit, Vice President of Operations for the Brazil business unit, General Manager in Chile, and Commercial Director of Coca-Cola FEMSA in Buenos Aires.

Francisco has served as a director of Embotelladora Andina, a Coca-Cola bottling partner in Chile, Brazil, Argentina, and Paraguay, J.R. Lindley, the Coca-Cola bottling partner in Lima, Peru, and has also served as a board member at Zurich and Zurich Compañía de Seguros, S.A. (Zurich Insurance’s business in Mexico). He was President of the Coca-Cola Foundation in Chile, Director of AmCham (American Chamber of Commerce) in Chile, Vice President of AmCham in Argentina, a director of the Lincoln School Association and Board member of the Fulbright Foundation, and a member of the Young Presidents’ Organization.

Francisco has extensive experience of working with Coca Cola companies, having spent 30 years within the Coca Cola system. Much of that time has been spent in senior and leadership roles, and as such Francisco has a key role to play in maintaining CCEP’s close bonds with that company. Francisco’s deep understanding of integrated global marketing and corporate strategy together with his proven track record of leading customer and commercial teams brings key insight to the work of the Board.

Irial Finan (Non-executive Director)

Irial was appointed Non-executive Director on 28 April 2016. He is a member of the Remuneration Committee and the Nomination Committee.

Irial serves on the boards of directors of Coca-Cola Bottlers Japan Holdings Inc., the Smurfit Kappa Group, Fortune Brands Home & Security, Inc. and the American-Ireland Fund. He is also a non-executive director for Co- operation Ireland and Galway University Foundation USA.

Irial joined the Coca-Cola system in 1981 with Coca-Cola Bottlers Dublin, Ltd., where for several years he held a variety of accounting positions, including serving as Finance Director of Coca-Cola Bottlers Ireland, Ltd. from 1984 until 1990. From 1991 to 1993, he served as Managing Director of Coca-Cola Bottlers Ulster, Ltd. in Ireland, and he served as Managing Director of Coca-Cola bottling companies in Romania and Bulgaria until 1994. From 1995 to 1999, he was Managing Director of Molino Beverages, with responsibility for expanding markets, including the Republic of Ireland, Northern Ireland, Romania, Moldova, Russia and Nigeria. Irial was CEO of Coca- Cola Hellenic Bottling Company, S.A. from 2001 until 2003. Irial then served TCCC from 2004 to March 2018 during which time he was Executive Vice President and President, Bottling Investments Group, and a member of The Coca-Cola Foundation.

In addition, Irial served as a director of Coca-Cola Amatil until 2009, Coca-Cola Enterprises, Inc. until 2010, G2G Trading until 2015, Coca-Cola Hellenic Bottling Company, S.A. until June 2016, Coca-Cola East Japan until March 2017 and Coca-Cola FEMSA until May 2017.

Irial has broad experience working within the Coca-Cola system on a global scale. He has worked with Coca-Cola companies in Europe, Africa, Asia and North America, and as such offers invaluable insight in relation to international strategy and the issues faced by a modern global company such as CCEP.

Álvaro Gómez-Trénor Aguilar (Non-executive Director)

Álvaro was appointed Non-executive Director on 7 March 2018.

Álvaro is currently a director of Olive Partners, S.A., Global Omnium (Aguas de Valencia, S.A.), which is the incumbent for the water management systems of the Valencian metropolitan area and other parts of Spain, Sinensis Seed Capital S.C.R. de R.C., S.A., which provides venture capital for seed investment in technology companies with an incubator facility (Bbooster), E.C.I.V. Empresas Comerciales e Industrials Valencianas, S.L., a family investment company, Nalpa, S.L., and Álvaro Gómez-Trénor y Cia, a provider of strategic and financial advice.

Previously he served on the boards of various companies in the Coca-Cola system, including as President of Begano, director and audit committee chairman of Coca-Cola Iberian Partners, S.A., and as a director of Asturbega, Rendelsur and Frusa. He also had key roles within Grupo Pas, Garcon Vallvé & Contreras, Jardin de San Valero, S.A. and Banif, S.A. For more than 14 years, Álvaro was involved in investment banking and brokerage activities in Madrid.

Álvaro is an experienced chief executive with extensive financial experience which he brings to his role as Director. His experience of business in Spain is of great value to the Board, and he has an extensive understanding of the Coca-Cola businesses from his time as a director of Coca-Cola Iberian Partners, S.A.

Alfonso Líbano Daurella (Non-executive Director)

Alfonso was appointed Non-executive Director on 28 May 2016. He is Chairman of the Corporate Social Responsibility Committee.

Alfonso holds a number of directorships of companies within the Coca-Cola system. He currently serves as a Director of Olive HoldCo, Vice Chairman and member of the Executive Committee of Cobega, Chairman of Equatorial Coca-Cola Bottling Company, S.L., Vice-Chairman of MECC Soft Drinks JLT, the Coca-Cola bottler for the territory of South Sudan, Director of the Coca-Cola Bottling Company of Egypt, S.A.E., and a trustee of The Coca-Cola Africa Foundation since 2004. Previously, Alfonso served as a director and on the Executive Committee of CCIP and as Chairman of the Quality and CRS Committee of that company.

In addition, Alfonso is a director of Daba, S.A. and Grupo Cacaolat, S.L. and is a member of the boards of various public organisations including the AMCHAM (American Chamber of Commerce in Spain) and the MACBA Foundation (Contemporary Art Museum of Barcelona). He has been involved with the Family Business Institute of Spain (IEF) since 1991 as a Founding Member and Secretary of the Board of Directors, and is also a member of its International Commission. He was Vice-Chairman of the European Family Business (EFB) from 2007, until his appointment as EFB’s Chairman in 2015. He is also a director and treasurer of the Family Business Network (FBN).

As a member of the Daurella family, Alfonso has built on the close relationship between that family and the Coca-Cola system. He started in the Coca-Cola system in September 1978 in Cobega, Barcelona, and has spent much of his career working with Coca-Cola bottlers around the world. In addition, Alfonso’s experience as a trustee of the Coca-Cola Africa Foundation, as well as his positions on the boards of various public organisations, give him particular insight into CCEP’s impact on the wider community.

Mario Rotllant Solá (Non-executive Director)

Mario was appointed Non-executive Director on 28 May 2016. He is a member of the Remuneration Committee.

Mario holds directorships at a number of companies within the Coca-Cola system. He currently serves as Vice-Chairman of Olive HoldCo; Co-Chairman and member of the Executive Committee of Cobega and Chairman of the North Africa Bottling Company. Previously, Mario served as second Vice-Chairman and director and member of the Executive Committee of CCIP and as Chairman of the Appointment & Remuneration Committee of that company.

Mario has extensive experience in the food and drink industry, and is currently a director of Copesco Sefrisa, S.A. (a codfish, salmon production and commercial company); Chairman and founder of Bodegas Roda (a winery in La Rioja-Spain); Chairman of Bodegas La Horra (a winery in Ribera del Duero-Spain); and director of

Agrícola Aubocasser (an extra virgin olive oil producer in Mallorca). In addition, Mario is Chairman of the Advisory Board of Banco Santander, S.A. in Catalonia.

Mario is also Co-Chairman of Conseil Economique Maroc-Espagne (CEMAES), member of the Executive Committee of Institut Catalunya-Africa (Catalonia-Africa Institute) and Foto Colectania Foundation’s President and Founder.

Mario’s experience as a CEO, Chairman and director of large food and beverage companies in a global context, as well as his deep understanding of the Coca-Cola system, provide him with a unique and highly valuable vision for the Board.

Jan Bennink (Independent Non-executive Director)

Jan was appointed independent Non-executive Director on 28 May 2016. He is Chairman of the Affiliated Transaction Committee and is a member of the Nomination Committee.

Jan has extensive general experience in the food and drink industry. From 1997 to 2002 he was President of the Dairy Division and member of the Executive Committee of Danone Group, a global producer of cultured dairy and bottled water products, and from 2002 until 2007, he served as CEO of Royal Numico, N.V., a baby food and clinical nutrition company. During 2011 and 2012, Jan was a director and Executive Chairman of Sara Lee Corporation, a food products company. Jan was the Chairman and acting CEO of D.E. Master Blenders 1753, a coffee and tea company, during 2012 and 2013.

Jan has served as director of a number of companies, including Boots Company plc, a retail sales company, Dalli-Werke GmbH & Co KG, a manufacturer of laundry detergent products, and Kraft Foods Inc., an international food and beverage company. He also served on the advisory board of ABN AMRO Bank, a financial services company. Jan has also held a variety of leadership roles with Joh. A. Benckiser, a manufacturer of cleaning supplies and cosmetics, and The Procter & Gamble Company, an international consumer products company.

An international business leader, Jan has extensive experience in the food and beverage industry and has served in leadership roles in manufacturing and distribution businesses that are directly comparable to our business. His thorough understanding of global markets and Western European markets provides a helpful base of knowledge for the Board as a whole.

Christine Cross (Independent Non-executive Director)

Chris was appointed independent Non-executive Director on 28 May 2016. She is Chairman of the Remuneration Committee and is a member of the Audit Committee.

Chris has owned her own consulting firm, Christine Cross Ltd, since 2003, advising international retail clients on strategy, marketing and business development. Prior to this, Chris spent 14 years at Tesco PLC, a British multinational grocery and general merchandise retailer, during which time she held various roles, spending her last two years as Group Business Development Director where she was responsible for European business expansion.

Chris is currently a member of the board of Sonae - SGPS, S.A., a Portugal based conglomerate operating retail stores, real estate development, communication and IT services and tourism companies; and Hilton Food Group plc, an international added value meat company, and The Pollen Estate, a London-based real estate agency. Until September 2017, she was a director of Brambles Limited, an Australian-based supply chain and logistics group, and Kathmandu Holdings Limited, an outdoor performance wear retailer. Until May 2018, Chris also served as a board member at Fenwick Limited, a privately owned department store business.

Chris has a wealth of experience working in the food and beverage industry, and brings this broad understanding of the business to her role as Director. Her familiarity with international business strategy, developed both from her role as consultant and from the various directorships she holds at companies around the world, is an invaluable asset offering a crucial global perspective on CCEP’s activities.

Javier Ferrán (Independent Non-executive Director)

Javier was appointed independent Non-executive Director on 28 May 2016. He is a member of the Audit Committee and the Affiliated Transaction Committee.

Javier is Chairman of Diageo plc and Senior Advisor at Lion Capital LLP, a consumer-focused private equity firm. Previously, he was Partner at Lion Capital LLP where he has worked with companies such as Orangina Schweppes, Picard and others. Before that, he spent over 20 years at Bacardi, culminating in serving as its President and CEO and prior to this appointment he had a long tenure as President Europe.

Javier has served in several non-executive board positions, including on the board of SABMiller plc, from 2015-2016, William Grant & Sons Ltd, a spirits company that primarily sells whiskey, from 2005 to 2015, and as a director of Associated British Foods plc, a food processing and retailing company, from 2006 to 2018.

Javier brings both a finance and operational background, as well as extensive experience in consumer brands and sales and marketing within the beverage industry. His broad strategic understanding of the sector and deep experience of international commercial matters within the industry is a key asset to the Board.

Nathalie Gaveau (Independent Non-executive Director)

Nathalie was appointed independent Non-executive Director on 1 January 2019. She is a member of the Corporate Social Responsibility Committee.

Nathalie is a successful digital entrepreneur and an expert in e-commerce, digital transformation, mobile, data and social marketing. She features as part of the Forbes Top 50 Women in Tech in Europe, which debuted in 2018.

Nathalie has co-founded and developed various e-commerce and mobile platforms in Europe and Asia. She co-founded Shopcade (sold to Lagardère Group in 2017), developing social marketplaces for large media publications. She was also Co-founder and Managing Director for Priceminister, a leading online French marketplace for second-hand and discounted trading in consumer goods (sold to Rakuten in 2010).

Nathalie’s previous roles include Interactive Business Director of the TBWA Tequila Group while based in Hong Kong, working with clients on their digital strategy and communications, and Asia Pacific E-business and CRM Manager for Club Med. She started her career in finance at Lazard as a Financial Analyst in the M&A department. She is MBA-qualified with 15-years international experience.

Nathalie is a Non-executive Director of Calida Group (a global apparel group) and HEC Paris (an internationally recognised leader of education and research in management sciences). She actively supports the HEC Foundation for education scholarships, advanced academic research and innovative teaching tools.

L. Phillip Humann (Independent Non-executive Director)

Phil was appointed independent Non-executive Director on 28 May 2016. He is Chairman of the Nomination Committee. Phil has indicated that he does not intend to seek election to the Board at the AGM in May 2019 and is expected to resign as director of the Company at the time of the AGM.

Phil has extensive experience as a director of major companies both within and outside the Coca-Cola system. Phil was a director of Coca-Cola Enterprises, Inc. from 1992 to May 2016. In addition, he was a director of Equifax, Inc., a credit information provider, and Haverty Furniture Companies, Inc., a furniture retailer, until May 2018. He was Chairman of the Board of SunTrust Banks, Inc., a bank holding company, from March 1998 to April 2008, also serving as CEO from March 1998 until December 2006 and as President from March 1992 until December 2004.

Phil’s experience as Chairman and CEO of a large financial institution provides him with expertise regarding banking and finance, as well as with leadership and consensus-building skills. In addition, his directorships provide him with an understanding of the consumer goods and services industries.

Orrin H. Ingram II (Independent Non-executive Director)

Orrin was appointed independent Non-executive Director on 28 May 2016. He is a member of the Audit Committee and the Nomination Committee.

Orrin is President and Chief Executive Officer of Ingram Industries Inc., a diversified products and services company, and Chairman and Chief Executive Officer of Ingram Marine Group, a transportation company carrying goods across America’s inland waterways. He also serves as a non-executive director of FirstBank. Previously, he held various positions with Ingram Materials Company and Ingram Barge Company and was co-president of Ingram Industries from January 1996 to June 1999. Orrin was a director of Ingram Micro Inc., a global information technology distributor, from 1996 until March 2014, and was a director of Coca-Cola Enterprises, Inc. from 2008 to May 2016.

Orrin’s experience as an executive at companies in the wholesale, distribution, consumer goods, and transportation services industries provide him with a broad perspective on our company’s operations. His experience as a director of a public company that is a global distributor has direct application to our business.

Thomas H. Johnson (Independent Non-executive Director)

Tom was appointed independent Non-executive Director on 28 May 2016. He is a member of the Corporate Social Responsibility Committee and the Remuneration Committee. He currently serves as the Board’s Senior Independent Director.

Tom is founder and CEO of The Taffrail Group, LLC, a private strategic advisory firm. Tom is also a director of Universal Corporation, a leaf tobacco merchant and processor. He was a director of Coca-Cola Enterprises, Inc. from 2007 to May 2016. In addition, he has held directorships and leadership roles at a variety of companies outside the Coca-Cola system. Tom served as Chairman and CEO of Chesapeake Corporation, a speciality packaging manufacturer, from August 1997 to November 2005. He was previously a director of GenOn Corporation and Mirant Corporation, both producers of electricity, ModusLink Global Solutions, Inc., a supply chain business process management company, Superior Essex, Inc., a wire and cable manufacturer, and Tumi, Inc., a manufacturer and retailer of premium luggage and business accessories.

Tom brings investment, manufacturing and distribution expertise to bear on his service as a Director, and also has extensive international management experience in Europe. His manufacturing and distribution experience is valuable to the Board, and his investment experience facilitates an in-depth understanding of the Company’s finances.

Garry Watts (Independent Non-executive Director)

Garry was appointed independent Non-executive Director on 28 April 2016. He is Chairman of the Audit Committee and a member of the Remuneration Committee.

Garry is Chairman of Spire Healthcare Group plc, an operator of United Kingdom-based hospitals, and of Foxtons Group plc, a London-based real estate agency. He is also currently Chairman of BTG plc, an international healthcare company, but will step down from the Board when its acquisition by Boston Scientific completes, which is expected by the middle of 2019.

Garry is a United Kingdom chartered accountant and was previously an audit partner with KPMG LLP, an international audit, tax and advisory firm, in London. Since then, he has held a number of roles at public companies in the UK. Garry served as CFO of Medeva plc, an international prescription pharmaceutical company, from 1996 to 2000. He was CFO of SSL International, a British manufacturer and distributor of consumer healthcare products, from 2001 to 2003, before becoming that company’s CEO from 2003 to November 2010. Garry was a director of Coca-Cola Enterprises, Inc. from 2010 to May 2016 and served as Deputy Chairman and Audit Committee Chairman of Stagecoach Group plc, a transportation company based in the UK, until July 2016. Previously he was also Audit Committee Chairman of Protherics plc and of the UK’s Medicines and Healthcare Products Regulatory Agency.

Garry’s extensive business experience in Western Europe, and the UK in particular, is highly valued by the Board. His expertise, experience and skills permit him to provide a unique insight into financial issues that the Company faces and qualify him to serve as Audit Committee financial expert.

Curtis R. Welling (Independent Non-executive Director)

Curt was appointed independent Non-executive Director on 28 May 2016. He is a member of the Corporate Social Responsibility Committee and the Affiliated Transaction Committee. Curt has indicated that he does not intend to seek election to the Board at the AGM in May 2019 and is expected to resign as director of the Company at the time of the AGM.

Curt has been a member of the faculty at Dartmouth College’s Amos Tuck School of Business since January 2014. He is a Clinical Professor of Management with a focus on sustainability and corporate responsibility.

Prior to joining the Tuck School in 2013, Curt was President and CEO of AmeriCares Foundation, a non- profit worldwide humanitarian aid and disaster relief organisation, from 2002. Before that, he was CEO of Princeton eCom Corp, an electronic bill and payment company, and SG Cowen Securities Corporation, a securities brokerage firm, and held several senior roles with Bear, Stearns, and Co. and the First Boston Corporation (now Credit Suisse), financial advisory and services companies. Curt was a director of Coca-Cola Enterprises, Inc. from 2007 to May 2016 and a director of Sapient Corporation, a global technology services company until 2015.

Curt brings finance and business leadership skills from his career in the non-profit sector and the financial services and securities industries. His finance and transaction expertise is valuable for evaluating the Company’s business performance and plans, whilst his tenure with an international aid organisation provides a well-rounded perspective regarding the impact of the Company’s business on the global community.

Board of Managers of CCEP US

The following are currently the members of the Board of Managers of CCEP US: Paul van Reesch, Joyce King-Lavinder and Timothy Jonathan Wolfe. There are no potential conflicts of interest between any duties owed by the Managers of CCEP US to CCEP US and their private interests or other duties.

Corporate Governance of CCEP

The governance framework of the Company is set out in the Company’s Articles of Association and the Shareholders’ Agreement. These provide a high level framework for the Company’s affairs, governance and relationship with its stakeholders and its shareholders. The Company follows the July 2018 edition of the UK Corporate Governance Code (the “2018 UKCGC”) issued by the Financial Reporting Council (the “FRC”) on a comply or explain basis. CCEP is not subject to the 2018 UKCGC as it only has a standard listing of ordinary shares on the Official List maintained by the UK Financial Conduct Authority of securities issued by companies for the purpose of those securities being traded on a UK regulated market such as the London Stock Exchange. However, the Company has chosen to apply the 2018 UKCGC to demonstrate its commitment to good governance as an integral part of its culture. A copy of the 2018 UKCGC is available on the FRC’s website at https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code. See “Corporate Governance Report—Statement of compliance with the UK Corporate Governance Code” in the CCEP 20-F.

PRINCIPAL SHAREOWNERS

The following table shows the number of our ordinary shares beneficially owned by each person known to us as having beneficial ownership of more than 5% of our ordinary shares. The number of shares owned and percent of class is as of the date on which the latest relevant disclosures were made to the Company in accordance with the UK’s Disclosure Guidance and Transparency Rules (the “DTRs”). The table reflects all disclosures made to the Company up to and including 14 March 2019.

Number of Ordinary Shares Name Owned Percent of Class(1) Cobega, S.A.(2) 166,128,987 35.03% TCCC(3) 87,950,640 18.21% The Capital Group Companies, Inc.(4) 24,357,484 5.03%

(1) The percent of class is calculated as at the date on which the relevant disclosure was made to the Company. (2) Held indirectly through its 55.7% owned subsidiary, Olive Partners, S.A. (3) Held indirectly through its wholly-owned subsidiary, European Refreshments. (4) On 14 February 2019, Capital World Investors filed a Schedule 13G to the Commission declaring an interest in 32,763,678 shares, representing 6.7% of the Company’s issued shares as of that date. This change would not have required a notification under the DTRs.

DESCRIPTION OF NOTES

The Notes will be entitled to the benefits of a Fiscal Agency Agreement dated 12 April 2019 (the “Fiscal Agency Agreement”), between us and Deutsche Bank AG, London Branch, as Fiscal Agent (the “Fiscal Agent”), Principal Paying Agent (the “Paying Agent”) and transfer agent and Deutsche Bank Luxembourg S.A. as registrar, paying agent and transfer agent. The following statements under this heading are summaries of certain of the provisions of the Fiscal Agency Agreement and the Notes, copies of which will be available for inspection at the office of the Fiscal Agent and the offices of the Paying Agent referred to below. Such statements do not purport to be complete and are qualified in their entirety by reference to the Fiscal Agency Agreement and the Notes. Holders of the Notes will be bound by, and be deemed to have notice of, all the provisions contained in the Fiscal Agency Agreement and the Notes.

We have made an application for the Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin. We can provide no assurance that this application will be accepted.

General

The Notes will mature on 12 April 2029 (the “Maturity Date”), unless redeemed in whole earlier as described below under “—Optional Redemption” or “—Redemption upon Changes in Withholding Taxes.” The Notes will bear interest from 12 April 2019 at the rate of 1.125% per year. Interest on the Notes will be payable annually in arrear each year on 12 April (each such day, an “interest payment date”), beginning 12 April 2020, to the persons in whose names the Notes are registered at the close of business on the 15th calendar day (or, for so long as the Notes are represented by Global Notes, the Business Day) preceding the interest payment date.

The Notes issued in this offering will be initially issued in the aggregate principal amount of €500,000,000. The Notes will be issued only in denominations of €100,000 and integral multiples of €1,000 in excess thereof. We may, without notice to or consent of the holders or beneficial owners of the Notes, issue in a separate offering additional notes having the same ranking, interest rate, maturity and other terms (except for the date on which the additional notes are issued and public offering price) as the Notes. The Notes and any such additional notes will constitute a single series.

The Notes will be our senior unsecured indebtedness and will be effectively subordinated to our secured indebtedness to the extent of the value of the assets securing such indebtedness, structurally subordinated to any indebtedness of any of our subsidiaries that do not guarantee the Notes, pari passu with our existing and future senior unsecured indebtedness, and senior in right of payment to our existing and future subordinated indebtedness.

Our rights and the rights of our creditors, including holders of Notes, to participate in the distribution of assets of any of our subsidiaries upon such subsidiary’s liquidation or recapitalisation, or otherwise, will be subject to the prior claims of such subsidiary’s preferred equity holders and creditors, except to the extent that our subsidiaries guarantee the Notes or we may ourselves be a creditor with recognised claims against such subsidiary.

Note Guarantee

Our obligations under the Notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by the Guarantor pursuant to a guarantee dated 12 April 2019. The Guarantor’s guarantee of the Notes is referred to herein as the “note guarantee”. The note guarantee will rank equally in right of payment with all existing and future liabilities of the Guarantor that are not subordinated. The note guarantee will effectively rank junior to any secured indebtedness of the Guarantor to the extent of the value of the assets securing such indebtedness. Under the terms of the note guarantee, holders of the Notes will not be required to exercise their remedies against us before they proceed directly against the Guarantor.

The Guarantor will be released and relieved from all its obligations under its note guarantee in the following circumstances, each of which is permitted by the Fiscal Agency Agreement:

 upon any sale, exchange or transfer of all of our capital stock in the Guarantor (other than to an affiliate of us), which transaction is otherwise in compliance with the Fiscal Agency Agreement and the Notes;

 upon any consolidation or merger of the Guarantor with or into us, which transaction is otherwise in compliance with the Fiscal Agency Agreement and the Notes; or

 upon the redemption, defeasance, retirement or any other discharge in full of the CCEP US Notes.

Once released in accordance with its terms, the note guarantee will not be required to be reinstated for any reason. At our written instruction, the Fiscal Agent will execute and deliver any documents, instructions or instruments evidencing the release of the note guarantee.

As used herein, the term “CCEP US Notes” means together the $525,000,000 aggregate principal amount of 3.500% Notes due 2020, the $250,000,000 aggregate principal amount of 3.250% Notes due 2021, the $300,000,000 aggregate principal amount of 4.500% Notes due 2021, the €350,000,000 aggregate principal amount of 2.000% Notes due 2019, the €350,000,000 aggregate principal amount of 2.375% Notes due 2025, the €350,000,000 aggregate principal amount of 2.625% Notes due 2023, the €250,000,000 aggregate principal amount of 2.750% Notes due 2026 and the €500,000,000 aggregate principal amount of 1.875% Notes due 2030, in each case issued by CCEP US (as successor by merger to Coca-Cola Enterprises, Inc.).

Effective 12 April 2018, pursuant to extraordinary resolutions approved by the holders of the Euro- denominated CCEP US Notes (the “Euro Notes”), CCEP was substituted in the place of CCEP US as issuer of the Euro Notes, which substitution resulted in the defeasance of the Euro Notes with respect to CCEP US as issuer thereof.

The obligations of the Guarantor under its note guarantee will be limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of the Guarantor, would cause the note guarantee of the Guarantor not to constitute a fraudulent conveyance or fraudulent transfer under any applicable law; provided, however, there is some doubt as to whether this limitation will be effective to prevent the note guarantee from constituting a fraudulent conveyance.

The note guarantee will be an unsubordinated unsecured obligation of the Guarantor, effectively subordinated to any secured indebtedness of the Guarantor to the extent of the value of the assets securing such indebtedness, structurally subordinated to any indebtedness of any subsidiaries of the Guarantor that do not guarantee the Notes, pari passu with the Guarantor’s existing and future senior unsecured indebtedness, and senior in right of payment to the Guarantor’s existing and future subordinated indebtedness.

Form of Notes

The Notes will be issued on the date of the Fiscal Agency Agreement only in fully registered form without coupons.

The Notes will be initially in the form of one or more Global Notes. The Global Notes will be deposited with, and registered in the name of BT Globenet Nominees Limited as nominee for the common depositary for Euroclear and Clearstream. Ownership of interests in the Global Notes, referred to in this description as “book-entry interests,” will be limited to persons that have accounts with Euroclear or Clearstream or their respective participants. The terms of the Global Notes will provide for the issuance of definitive registered Notes in certain circumstances. See “Book-Entry; Delivery and Form.”

Transfer and Exchange

The Global Notes may be transferred in accordance with the Fiscal Agency Agreement and the terms of the Notes. All transfers of book-entry interests between participants in Euroclear or Clearstream will be effected by Euroclear or Clearstream pursuant to customary procedures and subject to applicable rules and procedures established by Euroclear or Clearstream and their respective participants. See “Book-Entry; Delivery and Form.”

The Notes will be subject to certain restrictions on transfer and certification requirements, as described under “Notice to Investors.”

Payments on the Notes

Principal of and interest on the Notes will be payable in euros. We have initially appointed as Paying Agent the main office of Deutsche Bank in London and the main office of Deutsche Bank in Luxembourg as an additional paying agent. Payment at the office of the Paying Agent will be made by credit or transfer to a euro account specified by the payee or by cheque.

Any money held by the Paying Agent for payment of principal, interest or any other amount on any Note, which money remains unclaimed for two years after it is first due and payable, will be paid over by the Paying Agent to us, and the holder of such Note must thereafter look solely to us for payment thereof, provided such payment is not illegal or effectively precluded because of exchange controls or similar restrictions.

If interest is required to be calculated for the Notes for a period of less than one year, it will be calculated on the basis of the actual number of days elapsed from and including the immediately preceding interest payment date, or 12 April 2019, as the case may be, to but excluding the due date for payment divided by the actual number of days in the period from and including the immediately preceding interest payment date, or 12 April 2019, as the case may be, to but excluding the next interest payment date. If any day on which a payment is due with respect to a Note is not a Business Day, then the holder thereof shall not be entitled to payment of the amount due until the next following Business Day nor to any additional principal, interest or other payment as a result of such delay except as otherwise provided under “Payment of Additional Amounts.” “Business Day” shall mean a day on which commercial banks and foreign exchange markets are open for business in London and in the place where any Note is presented for payment (if presentation is applicable), and which is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (or any successor thereto) (the “TARGET System”) is operating.

Restrictions on Liens

CCEP will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, or guarantee any indebtedness for money borrowed secured by a Mortgage (“Secured Debt”) upon any Operating Property or any shares of stock or indebtedness for borrowed money of any Restricted Subsidiary, whether owned at the date of the Fiscal Agency Agreement or thereafter acquired, without effectively providing concurrently that the Notes then outstanding under the Fiscal Agency Agreement are secured equally and ratably with or, at our option, prior to such Secured Debt so long as such Secured Debt shall be so secured. The foregoing restriction shall not apply to, and there shall be excluded from Secured Debt in any computation under such restriction, Secured Debt secured by:

(1) Mortgages on any property, shares of stock, or indebtedness for borrowed money of any corporation existing at the time such corporation becomes a Restricted Subsidiary;

(2) Mortgages on property or shares of stock existing at the time of acquisition of such property or stock by CCEP or a Restricted Subsidiary or existing as of the original date of the Fiscal Agency Agreement;

(3) Mortgages to secure the payment of all or any part of the price of acquisition, construction, or improvement of such property or stock by CCEP or a Restricted Subsidiary, or to secure any Secured Debt incurred by CCEP or a Restricted Subsidiary, prior to, at the time of, or within 360 days after, the later of the acquisition or completion of construction (including any improvements on an existing property), which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction of improvements thereon; provided, however, that, in the case of any such acquisition, construction, or improvement, the Mortgage shall not apply to any property theretofore owned by CCEP or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located;

(4) Mortgages securing Secured Debt of a Restricted Subsidiary owing to CCEP or to another Restricted Subsidiary;

(5) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with CCEP or a Restricted Subsidiary or at the time of a sale, lease, or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to CCEP or a Restricted Subsidiary;

(6) Mortgages on property of CCEP or a Restricted Subsidiary in favour of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favour of any other country or any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;

(7) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in clauses (1) through (6) above and (9) below; provided, however, that the principal amount of Secured Debt so secured shall not exceed the principal amount of Secured Debt so secured at the time of such extension, renewal, or replacement, and that such extension, renewal, or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed, or replaced (plus improvements and construction on such property);

(8) Mortgages upon any Operating Property, or any transfer or disposition of any Operating Property, that is created or implemented as a necessary component of a bond for title transaction, payment in lieu of tax agreement or other tax incentive vehicle designed to provide CCEP or any Subsidiary with certain ad valorem property tax savings or other incentive savings; or

(9) Mortgages to secure Hedging Obligations entered into in the ordinary course of business to purchase any raw material or other commodity or to hedge risks or reduce costs with respect to the interest rate, currency, or commodity exposure of CCEP or any Restricted Subsidiary of CCEP and not for speculative purposes.

Notwithstanding the foregoing, CCEP and any one or more of its Restricted Subsidiaries may, however, without securing the Notes, create, incur, issue, assume, or guarantee Secured Debt secured by a Mortgage if, after giving effect to the transaction, the aggregate of the Secured Debt then outstanding (not including Secured Debt permitted under the above exceptions) does not exceed 15% of CCEP’s Consolidated Net Tangible Assets as shown on CCEP’s financial statements as of the end of the fiscal year preceding the date of determination.

“Commodity Agreement” means any forward contract, commodity swap, commodity option, or other financial agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

“Consolidated Net Tangible Assets” means the total assets of CCEP and its Restricted Subsidiaries (including, without limitation, any net investment in Subsidiaries that are not Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting indebtedness for borrowed money) and (b) all goodwill, trade names, trademarks, franchises, patents, unamortised debt discount and expense, organisation and developmental expenses, and other like segregated intangibles, all as computed by CCEP and its Restricted Subsidiaries in accordance with GAAP as of the end of the fiscal year preceding the date of determination; provided, that any items constituting deferred income taxes, deferred investment tax credit, or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, or other similar agreement with respect to currency values.

“GAAP” means International Financial Reporting Standards as issued by the International Accounting Standards Board that are applicable at the date of any relevant calculation or determination.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, Commodity Agreement or derivative contract entered into to hedge interest rate risk, currency exchange risk, and commodity price risk.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, or other financial agreement or arrangement with respect to exposure to interest rates.

“Mortgage” or “Mortgages” means any mortgage, pledge, lien, security interest, or other encumbrances upon any Operating Property or any shares of stock or on indebtedness for borrowed money of any Restricted

Subsidiary (whether such Operating Property, shares of stock or indebtedness for borrowed money are now owned or hereafter acquired).

“Operating Property” means each bottling plant or facility of CCEP or a Restricted Subsidiary located within Europe except any such bottling plant or facility which the Board of Directors of CCEP by resolution reasonably determines not to be of material importance to the total business conducted by CCEP and its Restricted Subsidiaries.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organisation, or government or any agency or political subdivision thereof.

“Restricted Subsidiary” means any Subsidiary of CCEP (i) substantially all of the property of which is located, or substantially all of the business of which is carried on, within Europe, and (ii) which owns or is the lessee of any Operating Property.

“Subsidiary” means (1) any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by CCEP or by one or more other Subsidiaries and (2) any other Person in which CCEP or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a majority of the outstanding ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, at least the majority of the directors, trustees or managing members of, or other persons holding similar positions with, such Person.

Optional Redemption

At any time prior to 12 January 2029, we have the option to redeem all or a portion of the Notes at any time, or from time to time, on no less than 15 nor more than 45 days’ published notice in accordance with “—Notice of Redemption” below, at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Bond Rate (as defined below) plus 0.200% (20 basis points), plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

At any time on or after 12 January 2029 (three months prior to the maturity date), the Notes will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption.

“Bond Rate” means, with respect to any redemption date, the rate per year equal to the annual equivalent yield to maturity (computed as of the second Business Day immediately preceding such redemption date) of the Comparable Government Issue, assuming a price for the Comparable Government Issue (expressed as a percentage of its principal amount) equal to the Comparable Price for such redemption date.

“Comparable Government Issue” means the euro-denominated security issued by a European Union government selected by an Independent Investment Banker that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date).

“Comparable Price” means, with respect to any redemption date, (a) the average of the Reference Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Dealer Quotations, or (b) if fewer than five such Reference Dealer Quotations are obtained, the average of all such Reference Dealer Quotations.

“Independent Investment Banker” means an investment bank of international standing appointed by us.

“Par Call Date” means 12 January 2029, the date that is three months prior to the maturity of the Notes.

“Reference Dealer” means a broker of, or a market maker in, the Comparable Government Issue selected by the Independent Investment Banker.

“Reference Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average of the bid and asked prices for the Comparable Government Issue (expressed in each case as a percentage of its principal amount) quoted in writing by such Reference Dealer as of 3:30 p.m., Central European time, on the third Business Day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption calculated as if the maturity date of such Note was the Par Call Date; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but excluding, such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes called for redemption. On or before any redemption date, we shall deposit with the Paying Agent (or the Fiscal Agent) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date.

Redemption upon Changes in Withholding Taxes

Except as set forth hereunder and under “—Optional Redemption,” the Notes may not be redeemed prior to maturity. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Tax Jurisdiction (as defined below under the heading “—Payment of Additional Amounts”), or any change in, or amendment to, official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of this Offering Circular, a Tax Event occurs, or (b) any act is taken by a taxing authority of any Tax Jurisdiction on or after the date of this Offering Circular, whether or not such act is taken with respect to us or any affiliate, that results in a substantial probability that a Tax Event will or may occur, then we may, at our option, redeem the Notes, as a whole but not in part, upon not less than 35 days’ nor more than 60 days’ published notice in accordance with “— Notice of Redemption” below at 100% of their principal amount, together with interest accrued thereon to the relevant date fixed for redemption; provided that we determine, in our business judgment, that the Tax Event cannot be avoided by the use of reasonable measures available to us, not including substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made unless we shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the relevant Tax Jurisdiction results in a substantial probability that a Tax Event will or may occur and we shall have delivered to the Fiscal Agent a certificate, signed by a duly authorised officer, stating that based on such opinion we are entitled to redeem the Notes pursuant to their terms.

For the purposes hereof “Tax Event” shall mean:

(i) in the case of the Issuer or the Guarantor, as the case may be, the Issuer or Guarantor has, or would, on the next date on which any amount would be payable with respect to such Notes, become obligated to pay to the holder or beneficial owner of any Note any additional amounts as described under the heading “—Payment of Additional Amounts”; and

(ii) in the case of the Guarantor, (x) the Guarantor would be unable, for reasons outside its control, to procure payment by the Issuer with respect to the Notes or (y) the procuring of such payment by the Issuer would be subject to withholding taxes imposed by any Tax Jurisdiction.

Notice of Redemption

We will publish a notice of any redemption of the Notes described above in accordance with the provisions described under “—Notices.” So long as the Notes are listed and admitted to trading on the Global Exchange Market, we will inform Euronext Dublin of the principal amount of the Notes that have not been redeemed in connection with any redemption. If fewer than all of the Notes are to be redeemed at any time, the Fiscal Agent will select the Notes to be redeemed in accordance with the rules and procedures of the principal securities exchange, if

any, on which the Notes are listed at such time or, if the Notes are not listed on a securities exchange, pro rata, by lot; provided that any such selection shall be made in accordance with the rules and procedures of any depositary for the Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than €100,000. The Fiscal Agent shall not be liable for any selections made by it in accordance with this paragraph.

Events of Default

An event of default with respect to the Notes is defined in the Notes as:

(a) default for 30 days in payment of any interest on the Notes when it becomes due and payable;

(b) default in payment of principal of or any premium on the Notes upon redemption, repayment or otherwise when the same becomes due and payable;

(c) default by CCEP in the performance of any other covenant contained in the Notes or the Fiscal Agency Agreement for the benefit of the Notes that has not been remedied by the end of a period of 90 days after notice is given as specified therein;

(d) the note guarantee ceases to be in full force and effect or is declared null and void or the Guarantor denies that it has any further liability under its note guarantee to the holders of the Notes, or has given notice to such effect (other than by reason of the termination of the Fiscal Agency Agreement or the release of the note guarantee in accordance with the Notes, the note guarantee and the Fiscal Agency Agreement), and such condition shall have continued for a period of 30 days after notice is given as specified in the Notes and the Fiscal Agency Agreement;

(e) default in the payment of principal or an acceleration of other indebtedness for borrowed money of CCEP or, so long as the Guarantor remains a guarantor of the Notes, the Guarantor where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds €200 million (such amount, the “Acceleration Threshold”) and such acceleration has not been rescinded or annulled or such indebtedness repaid within a period of 30 days after written notice to CCEP, the Guarantor and the Fiscal Agent by the holders of at least 25% in principal amount of all outstanding Notes, provided that if any such default is cured, waived, rescinded or annulled, then the event of default by reason thereof would be deemed not to have occurred, provided, further, that with respect to any indebtedness for borrowed money which constitutes indebtedness for borrowed money of either CCEP or the Guarantor which is guaranteed by the other party, the principal amount of such indebtedness for borrowed money will be counted only once (without duplication) for purposes of determining if the Acceleration Threshold has been exceeded with respect to this clause (e); and

(f) certain events of bankruptcy, insolvency, and reorganisation of CCEP or the Guarantor, so long as the Guarantor remains a guarantor of the Notes.

The Notes provide that:

 if an event of default described in clause (a), (b), (c) or, after notice in accordance with (d) or (e), above has occurred and is continuing with respect to the Notes, any holder of Notes may declare the principal amount of the outstanding Notes held by such holder, and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately;

 upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of, or any premium or interest on the Notes and in compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of the Notes; and

 if an event of default described in clause (f) occurs and is continuing with respect to the Notes, then the principal amount of all outstanding Notes, together with any accrued interest through the occurrence of such event, shall become and be due and payable immediately, without any declaration or other act by the Fiscal Agent or any holder of the Notes.

Applicable Law and Service of Process

The Notes, the note guarantee and the Fiscal Agency Agreement will be governed by and construed in accordance with the laws of the State of New York. Any legal action in connection with the Notes, the note guarantee or the Fiscal Agency Agreement may be brought in a competent court of the Borough of Manhattan, City and State of New York.

Notices

Notices regarding the Notes will be sent to holders or published through the Bloomberg newswire service or, if Bloomberg does not then operate, any similar agency.

Payment of Additional Amounts

CCEP, or the Guarantor, as the case may be, will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes, such additional amounts as are necessary in order that the net payment by CCEP or the Guarantor, as the case may be, or the Paying Agent of the principal of and interest on the Notes to a holder, after deduction for any present or future tax, assessment, or governmental charge of the United Kingdom or United States or a political subdivision or taxing authority thereof or therein (each, a “Tax Jurisdiction”), imposed by withholding with respect to the payment, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

(1) to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary, settlor, beneficiary, member, or shareholder of the holder if the holder is an estate, trust, partnership, or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(a) being or having been present or engaged in a trade or business in any Tax Jurisdiction or having or having had a permanent establishment in any Tax Jurisdiction;

(b) having a current or former relationship with any Tax Jurisdiction, including a relationship as a citizen or resident thereof;

(c) (in relation to payments by the Guarantor only) being or having been a foreign or domestic personal holding company, a passive foreign investment company, or a controlled foreign corporation with respect to any Tax Jurisdiction or a corporation that has accumulated earnings to avoid income tax in any Tax Jurisdiction; or

(d) (in relation to payments by the Guarantor only) being or having been a “10-percent shareholder” of the obligor under the Notes as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provisions;

(2) to any holder that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, or member received directly its beneficial or distributive share of the payment;

(3) to a tax, assessment, or governmental charge that is imposed or withheld solely by reason of the failure to comply with certification, identification, or information reporting requirements concerning the nationality, residence, identity, or connection with any Tax Jurisdiction of the holder or beneficial owner of such Note, if compliance is required by statute or by regulation of any Tax Jurisdiction as a precondition to exemption from such tax, assessment, or other governmental charge;

(4) to a tax, assessment, or governmental charge that is imposed otherwise than by withholding by CCEP, the Guarantor or a paying agent from the payment;

(5) to a tax, assessment, or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or a similar tax, assessment or governmental charge;

(7) to any tax, assessment, or governmental charge that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date during such 30 day period;

(8) to any taxes imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable), any current or future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an inter-governmental agreement between a non-US jurisdiction and the United States relating to the foregoing, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or

(9) in the case of any combination of any items (1) through (8).

The Notes are subject in all cases to any tax, fiscal or other law or regulation, or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “Payment of Additional Amounts,” neither CCEP nor the Guarantor shall be required to make any payment with respect to any tax, assessment, or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Noteholder Meetings

The Fiscal Agency Agreement provides for meetings of the holders of Notes regarding any matter affecting their interests, including the modification by extraordinary resolution of the terms of the Notes, the note guarantee or any provisions of the Fiscal Agency Agreement. A quorum of holders of Notes representing more than 50% in principal amount of the outstanding Notes is required for a meeting to pass an extraordinary resolution with respect to the Notes (or for any adjourned meeting one or more holders of Notes will constitute a quorum, whatever the principal amounts of the Notes held or represented), except when the extraordinary resolutions propose to modify certain terms of the Notes for which case a quorum of holders of Notes representing at least two-thirds in principal amount of the outstanding Notes is required (or for any adjourned meeting holders of Notes representing at least one-third of the principal amount of the outstanding Notes constitutes a quorum). An extraordinary resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes, whether or not they are present at the meeting.

BOOK-ENTRY; DELIVERY AND FORM

General

The Notes sold to persons outside the United States in reliance on Regulation S under the Securities Act will be represented by one or more Global Notes in registered form without interest coupons attached. The Global Notes will be deposited with a common depositary and registered in the name of BT Globenet Nominees Limited as nominee for the common depositary for the accounts of Euroclear and Clearstream.

Ownership of interests in the Global Notes (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream, or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Except under the limited circumstances described below, book-entry interests will not be held in definitive certificated form.

Book-entry interests will be shown on, and transfers thereof will be done only through, records maintained in the book-entry form by Euroclear and Clearstream and their participants. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive certificated form. The foregoing limitations may impair the ability to own, transfer, or pledge book-entry interests. In addition, except as provided for under the Fiscal Agency Agreement, while the Notes are in global form, holders of book-entry interests will not be considered the owners or “holders” of Notes for any purpose.

So long as the Notes are held in global form, Euroclear and/or Clearstream, as applicable (or their respective nominees), will be considered the sole holders of the Global Notes for all purposes, except as provided for under the Fiscal Agency Agreement. In addition, participants must rely on the procedures of Euroclear and/or Clearstream, and indirect participants must rely on the procedures of Euroclear, Clearstream and the participants through which they own book-entry interests, to transfer their interests or to exercise any rights of holders under the Fiscal Agency Agreement.

None of the Company, the registrar, the Fiscal Agent, or any other party to the Fiscal Agency Agreement will have any responsibility, or be liable, for any aspect of the records relating to the book-entry interests.

Redemption of the Global Notes

In the event any Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the book-entry interests in such Global Note from the amount received by it in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the amount received by Euroclear and Clearstream, as applicable, in connection with the redemption of such Global Note (or any portion thereof). We understand that, under the existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of €100,000 principal amount or less may be redeemed in part.

Payments on the Global Notes

We will make payments of any amounts owing in respect of the Global Notes (including principal, premium, if any, and interest) to (or to the order of) the common depositary or its nominee for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their customary procedures. We will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under “Description of Notes—Payment of Additional Amounts.” If any such deduction or withholding is required to be made, then, to the extent described under “Description of Notes—Payment of Additional Amounts” above, we will pay additional amounts as may be necessary in order that the net amounts received by any holder of the Global Notes or owner of book-entry interests after such deduction or withholding will equal the net amounts that such holder or owner would have otherwise received in respect of such Global Notes or book-entry interest, as

the case may be, absent such withholding or deduction. We expect that standing customer instructions and customary practices will govern payments by participants to owners of book-entry interests held through such participants.

Under the terms of the Fiscal Agency Agreement, the Issuer, the Guarantor and the Fiscal Agent will treat the registered holder of the Global Notes (e.g., Euroclear or Clearstream (or their respective nominees)) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Guarantor, the Fiscal Agent or any of their respective agents has or will have any responsibility or liability for any aspect of the records of Euroclear, Clearstream or any participant, or indirect participant relating to, or payments made on account of, a book-entry interest or for maintaining, supervising, or reviewing the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a book-entry interest, or Euroclear, Clearstream or any participant or indirect participant.

Currency of Payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes will be paid in euro.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised the Issuer that they will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account the book-entry interests are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers, or the taking of any other action in respect of the Global Notes.

Transfers

Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream rules and will be settled in immediately available funds. Book-entry interests in the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under “Notice to Investors.”

Any book-entry interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a book-entry interest in any other Global Note will, upon transfer, cease to be a book-entry interest in the first mentioned Global Note and become a book-entry interest in such other Global Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Global Note for as long as it remains such a book-entry interest.

Definitive Registered Notes

The Global Notes will provide that, owners of the book-entry interests will receive definitive registered Notes only if Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by us within 120 days.

In the case of the issuance of definitive registered Notes, the holder of a definitive registered Note may transfer such Note by surrendering it to the registrar or transfer agent. In the event of a partial transfer or a partial redemption of a holding of definitive registered Notes represented by one definitive registered Note, a definitive registered Note will be issued to the transferee in respect of the part transferred and a new definitive registered Note in respect of the balance of the holding not transferred or redeemed will be issued to the transferor or the holder, as applicable; provided that no definitive registered Note in a denomination less than €100,000 will be issued. We will bear the cost of preparing, printing, packaging and delivering the definitive registered Notes.

We will not be required to register the transfer or exchange of definitive registered Notes for a period of 15 calendar days preceding (i) the record date for any payment of interest on the Notes, (ii) any date fixed for redemption of the Notes, or (iii) the date fixed for selection of the Notes to be redeemed in part. Also, we are not required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any

definitive registered Note, the Fiscal Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in the Fiscal Agency Agreement. We may require a holder to pay any taxes and fees required by law and permitted by the Fiscal Agency Agreement and the Notes.

If definitive registered Notes are issued and a holder thereof claims that such definitive registered Note has been lost, destroyed, or wrongfully taken, or if such definitive registered Note is mutilated and is surrendered to the registrar or at the office of the transfer agent, we will issue and the Fiscal Agent will authenticate a replacement definitive registered Note if the Fiscal Agent’s and our requirements are met. The Issuer or the Fiscal Agent may require a holder requesting replacement of a definitive registered Note to furnish an indemnity bond sufficient in the judgment of both to protect us, the Fiscal Agent, or the Paying Agent appointed pursuant to the Fiscal Agency Agreement from any loss which any of them may suffer if a definitive registered Note is replaced. We may charge for any expenses incurred by us in replacing a definitive registered Note.

In case any such mutilated, destroyed, lost, or stolen definitive registered Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuer pursuant to the provisions of the Fiscal Agency Agreement, the Issuer, in its discretion, may, instead of issuing a new definitive registered Note, pay, redeem, or purchase such definitive registered Note, as the case may be.

Definitive registered Notes may be transferred and exchanged only after the transferor first delivers to the Fiscal Agent a written certification (in the form provided in the Fiscal Agency Agreement) to the effect that such transfer will comply with the transfer restrictions applicable to such Notes. See “Notice to Investors.”

Information Concerning Euroclear and Clearstream

Our understanding with respect to the organisation and operations of Euroclear and Clearstream is as follows. Euroclear and Clearstream hold securities for participating organisations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending, and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies, and certain other organisations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

TAXATION

UNITED KINGDOM TAXATION

General

The following is a general description of certain United Kingdom tax consequences relating to the Notes and is based on current UK tax law and HM Revenue & Customs (“HMRC”) published practice, both of which may be subject to change, possibly with retrospective effect. It does not purport to be a complete analysis of all UK tax considerations relating to the Notes, relates only to persons who are the absolute beneficial owners of Notes and who hold Notes as a capital investment, and does not deal with certain classes of persons (such as brokers or dealers in securities and persons connected with the Issuer) to whom special rules may apply.

If you are subject to tax in any jurisdiction other than the United Kingdom or if you are in any doubt as to your tax position, you should consult an appropriate professional adviser.

Interest on the Notes

Payment of Interest on the Notes

Interest on the Notes will be payable without withholding or deduction for or on account of UK income tax provided the Notes are and remain listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007 (the “ITA”). Euronext Dublin is a recognised stock exchange for these purposes. Securities such as the Notes will be treated as listed on Euronext Dublin if they are included in the Official List of Euronext Dublin and are admitted to trading on the Global Exchange Market of Euronext Dublin.

Interest on the Notes may also be paid without withholding or deduction for or on account of UK income tax where the Issuer reasonably believes at the time the payment is made that (a) the person beneficially entitled to the interest is a UK resident company or a non-UK resident company that carries on a trade in the United Kingdom through a permanent establishment and the payment is one that the non-UK resident company is required to bring into account when calculating its profits subject to UK corporation tax or (b) the person to whom the payment is made is one of the further classes of bodies or persons, and meets any relevant conditions, set out in sections 935- 937 of the ITA, provided that in either case HMRC has not given a direction, the effect of which is that the payment may not be made without that withholding or deduction.

In most other cases, an amount must generally be withheld from payments of interest on the Notes on account of UK income tax at the basic rate (currently 20%), unless another relief or exemption applies (for instance, in connection with a direction by HMRC under an applicable double taxation treaty).

Holders of the Notes who are individuals may wish to note that HMRC has power to obtain information (including, in certain cases, the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays certain amounts in respect of the Notes to, or receives certain amounts in respect of the Notes for the benefit of, an individual. Such information may, in certain circumstances, be exchanged by HMRC with the tax authorities of other jurisdictions.

Further UK Tax Issues

Interest on the Notes constitutes UK source income for tax purposes and, as such, may be subject to UK tax by way of assessment (including self-assessment) even where paid without withholding or deduction.

However, interest with a UK source received without withholding or deduction for or on account of UK income tax will not be chargeable to UK tax in the hands of a holder of the Notes (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless (a) that holder of the Notes is a company which carries on a trade in the United Kingdom through a permanent establishment in the United Kingdom or, if not such a company, carries on a trade, profession or vocation in the United Kingdom through a branch or agency, and (b) the interest is received in connection with, or the Notes are attributable to, that permanent establishment, branch or agency. There are exemptions for interest received by certain categories of agent (such as some brokers and

investment managers). The provisions of an applicable double taxation treaty may also be relevant for such holder of the Notes.

UK Corporation Tax Payers

In general, holders of the Notes which are within the charge to UK corporation tax will be charged to tax as income on all returns, profits or gains on, and fluctuations in value of, the Notes (whether attributable to currency fluctuations or otherwise) broadly in accordance with their statutory accounting treatment so long as such accounts are prepared in accordance with UK generally accepted accounting principles or international accounting standards.

Other UK Tax Payers

Taxation of Chargeable Gains

A disposal of Notes by an individual holder of the Notes who is resident in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable may give rise to a chargeable gain or allowable loss for the purposes of the UK taxation of chargeable gains. Special rules may apply to individuals who have ceased to be resident in the United Kingdom and who dispose of their Notes before becoming once again resident in the United Kingdom.

Accrued Income Profits

On a disposal of Notes by a holder of the Notes, any interest which has accrued since the later of the last interest payment date and the issue date of the Notes may be chargeable to tax as income under the rules relating to accrued income profits as set out in Part 12 of the ITA if that holder of the Notes is resident in the United Kingdom or carries on a trade in the United Kingdom through a branch or agency to which the Notes are attributable.

Taxation of discount

Dependent, among other things, on the discount (if any) at which the Notes are issued, the Notes may be deemed to constitute “deeply discounted securities” for the purposes of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005. If the Notes are deemed to constitute deeply discounted securities, individual holders of Notes who are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable generally will be liable to UK income tax on any gain made on the sale or other disposal (including redemption) of the Notes. Holders of Notes are advised to consult their own professional advisers if they require any advice or further information relating to “deeply discounted securities”.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No UK stamp duty or SDRT is payable on issue of or on a transfer of the Notes.

SUBSCRIPTION AND SALE

Subject to the terms and conditions stated in the subscription agreement dated 10 April 2019, the Managers have jointly and severally agreed to purchase the Notes.

The subscription agreement provides that the obligation of the Managers to purchase the Notes is subject to approval of legal matters by counsel and to other conditions. The Managers must purchase all of the Notes if they purchase any of the Notes.

We have agreed to pay the Managers, as compensation for their services in connection with the purchase of the Notes and the managing of the offering thereof, a combined management and underwriting commission.

Subject to the restrictions on offers and sales of the Notes set forth below, the Managers propose to offer the Notes at the initial offering price set forth on the cover page of this Offering Circular. After the Notes are released for sale, the offering price and other selling terms may from time to time be varied by the Managers.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Each Manager has agreed that, except as permitted by the subscription agreement, it will not offer, sell or deliver the Notes, (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the restricted period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. In the event that additional notes are issued as provided herein during such 40- day period, then such 40-day period with respect to the Notes will be extended until 40 days after the later of the commencement of the offering and the closing date with respect to such additional notes.

In addition, until 40 days after the commencement of the offering (or commencement of a subsequent offering of additional notes described in the preceding paragraph), an offer or sale of Notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes, in, from or otherwise involving the United Kingdom.

Prohibition of Sales to EEA Retail Investors

Each of the Managers has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of IDD, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

General

The Notes will constitute a new class of securities with no established trading market. Application has been made for the Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin. However, we cannot assure you that the prices at which the Notes will sell in the market after this offering will not be lower than the initial offering price or that an active trading market for the Notes will develop and continue after this offering. Accordingly, we cannot assure you that a liquid market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the prices that you receive when you sell will be favourable.

Buyers of the Notes sold by the Managers may be required to pay stamp taxes and other charges in accordance with the laws and practice of the country of purchase in addition to the initial offering price set forth on the cover of this Offering Circular.

In connection with this offering, the Stabilising Manager may purchase and sell Notes in the open market. These transactions may include over allotment, syndicate covering transactions, and stabilising transactions. However, there is no assurance that such transactions may be effected. Over allotment involves sales of Notes in excess of the principal amount of Notes to be purchased by the Managers in this offering, which creates a short position for the Managers. Covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilising transactions consist of certain bids or purchases of Notes made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The Stabilising Manager may conduct these transactions in the over the counter market or otherwise. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of Notes is made and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date on which the Issuer receives the proceeds of the issue, or no later than 60 calendar days after the date of the allotment of the relevant Notes, whichever is the earlier. See “Stabilisation.”

LEGAL MATTERS

The validity of the Notes will be passed upon for us by Shearman & Sterling LLP, New York, New York and London, England. Allen & Overy LLP, London, England, will act as counsel to the Managers in this offering.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of CCEP as of 31 December 2018, 2017 and 2016, and for each of the three years in the period ended 31 December 2018 included in the CCEP 20-F, which is incorporated herein by reference, have been audited by Ernst & Young LLP, London, United Kingdom, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference.

LISTING AND GENERAL INFORMATION

1. Application has been made to Euronext Dublin for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of MiFID II. Notification of any optional redemption, change of control or any change in the rate of interest payable on the Notes will be provided by the Issuer to Euronext Dublin.

2. The admission of the Notes to the Global Exchange Market of Euronext Dublin is expected to be granted on or about 12 April 2019.

3. This Offering Circular incorporates by reference the audited consolidated financial statements published by CCEP included in the CCEP 20-F.

4. Copies of the following documents will be available for physical inspection while the Notes remain outstanding and listed on the Global Exchange Market of Euronext Dublin at the registered office of the Issuer during normal business hours on any weekday:

 the organisational documents of the Issuer and CCEP US;

 the audited consolidated financial statements published by CCEP for the years ended 31 December 2018, 2017 and 2016 (or succeeding years and/or interim periods, as applicable); and

 the Fiscal Agency Agreement (which includes the form of the note guarantee and the terms and form of the Notes).

5. We will maintain a listing agent in Ireland for as long as any of the Notes are listed on Euronext Dublin. We reserve the right to vary such appointment and we will provide notice of such change of appointment to holders of the Notes and Euronext Dublin.

6. The Irish Listing Agent is Arthur Cox Listing Services Limited and the address of its registered office is Ten Earlsfort Terrace, Dublin 2, Ireland. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking listing and admission of the Notes to trading on the Global Exchange Market of Euronext Dublin.

7. The Fiscal Agent for the Notes is Deutsche Bank AG, London Branch and its address is Winchester House, 1 Great Winchester St, London, EC2N 2DB, United Kingdom. The Fiscal Agent will be acting in its capacity of fiscal agent and will provide such services as described in the Fiscal Agency Agreement.

8. The Issuer, CCEP, is a public limited company and was organised on 4 August 2015 under the laws of England and Wales. Its registered office is located at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom. The Issuer’s main switchboard telephone number is +44 (0)1895 231 313 and its website is located at www.ccep.com. The information and other content on its website are not part of this Offering Circular. The Issuer’s United States Internal Revenue Service employer identification number is 98-1267571. The address of its board of directors and senior management is the same as the address of its registered office.

9. The Notes will be initially guaranteed by CCEP US. CCEP US is a limited liability company organised under the laws of the State of Delaware on 5 August 2015. The address of CCEP US’ registered agent in the United States is Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, USA. The general mailing address for CCEP US is Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom. CCEP US has no website. CCEP US’ tax identification number is 47-5283573. The address of its board of directors and senior management is its general mailing address.

10. For purposes of compliance with any applicable requirements of the Global Exchange Market of Euronext Dublin, CCEP is the relevant reporting entity with respect to the Notes.

11. The auditors of CCEP are Ernst & Young LLP, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board, of 1 More London Place, London SE1 2AF, United Kingdom.

12. The Notes have been accepted for clearance through Euroclear and Clearstream under the Common Code 198105422 and the ISIN XS1981054221. The CFI Code for the Notes is DYFXXR and the FISN for the Notes is COCA-COLA EURO/EUR NT 22001231. CCEP’s legal entity identifier, or LEI, is 549300LTH67W4GWMRF57.

13. The amount of the expenses of the offering, including underwriting commissions and discounts of the Managers, is expected to be approximately €3 million. The net proceeds of the offering are estimated to be approximately €492 million.

14. The audited consolidated financial statements of CCEP as of and for the years ended 31 December 2018, 2017 and 2016 are presented in accordance with IFRS as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act 2006.

15. CCEP has been assigned an A3 (stable) issuer rating by Moody’s Investors Service (“Moody’s”) and a BBB+ (stable) long-term corporate credit rating by S&P Global Ratings (“S&P”). The Notes are rated A3 (stable) by Moody’s and BBB+ (stable) by S&P.

16. Except as may otherwise be indicated in this Offering Circular, all authorisations, consents, and approvals to be obtained by us for, or in connection with the creation and issue of the Notes, the performance of our obligations expressed to be undertaken by us and the distribution of this Offering Circular have been or will be obtained and are or will be in full force and effect at the pricing of the offering. The issue of the Notes by the Issuer was authorised pursuant to resolutions of its board of directors on 7 March 2019.

17. There has been no material adverse change in the prospects of CCEP since 31 December 2018 and no significant change in the financial or trading position of CCEP since 31 December 2018, except as may otherwise be indicated in this Offering Circular. Except as it may otherwise be indicated in this Offering Circular, neither CCEP nor CCEP US has been involved in any legal, governmental, or arbitration proceedings, including any such proceedings which are pending or threatened of which CCEP or CCEP US is aware, during the 12 months preceding the date of this Offering Circular which may have, or have had in the recent past, a significant effect on its financial position or profitability.

18. Some of the Managers and their affiliates have engaged in, and may in the future engage in, investment banking, corporate trust and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the Managers or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such short positions could adversely affect future trading prices of the Notes offered hereby. The Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

REGISTERED OFFICES OF COCA-COLA EUROPEAN PARTNERS PLC Pemberton House Bakers Road Uxbridge UB8 1EZ United Kingdom

FISCAL AGENT, PRINCIPAL PAYING AGENT AND TRANSFER AGENT

Deutsche Bank AG, London Branch Winchester House 1 Great Winchester St London, EC2N 2DB United Kingdom

REGISTRAR, PAYING AGENT AND TRANSFER AGENT

Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg

MANAGERS

Coöperatieve Rabobank U.A. Credit Suisse Securities (Europe) Limited Croeselaan 18 One Cabot Square 3521 CB Utrecht London The Netherlands E14 4QJ United Kingdom

HSBC Bank plc Mizuho International plc 8 Canada Square Mizuho House London E14 5HQ 30 Old Bailey United Kingdom London EC4M 7AU United Kingdom

LEGAL ADVISORS

To Coca-Cola European Partners plc and Coca-Cola European Partners US, LLC as to United States and English Law Shearman & Sterling LLP 599 Lexington Avenue 9 Appold Street New York, New York 10022 London EC2A 2AP United States of America United Kingdom

To the Managers as to United States Law Allen & Overy LLP 52 Avenue Hoche 75008 Paris France

AUDITORS TO COCA-COLA EUROPEAN PARTNERS PLC

Ernst & Young LLP 1 More London Place London SE1 2AF United Kingdom

LISTING AGENT

Arthur Cox Listing Services Limited Ten Earlsfort Terrace Dublin 2 Ireland