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           ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia  GPO Box 4227 Sydney NSW 2001 Australia    T +61 2 9225 5000  F +61 2 9322 4000  herbertsmithfreehills.com  DX 361 Sydney       Deed     Scheme implementation  deed       Coca-Cola Amatil Limited  Coca-Cola European Partners plc  CCEP Australia Pty Ltd        





 






            Scheme implementation deed Contents 1   Contents  Table of contents  1 Definitions and interpretation 2  1.1 Definitions ............................................................................................................ 2  1.2 Interpretation ........................................................................................................ 2  1.3 Deed components ................................................................................................ 2  1.4 Knowledge, belief or awareness .......................................................................... 2  2 Agreement to proceed with the Transaction 2  3 Conditions Precedent and pre-implementation steps 3  3.1 Conditions Precedent .......................................................................................... 3  3.2 Satisfaction of conditions ..................................................................................... 4  3.3 Waiver of Conditions Precedent .......................................................................... 6  3.4 Termination on failure of Condition Precedent .................................................... 7  3.5 Certain notices relating to Conditions Precedent ................................................ 8  4 Transaction steps 9  4.1 Scheme ................................................................................................................ 9  4.2 No amendment to the Scheme without consent .................................................. 9  4.3 Scheme Consideration ........................................................................................ 9  4.4 Amatil 2H 2020 Dividend and other Amatil Permitted Dividends ...................... 10  4.5 Provision of Amatil Share register ..................................................................... 10  4.6 Amatil Equity Incentives ..................................................................................... 11  5 Implementation 11  5.1 Timetable ........................................................................................................... 11  5.2 Amatil’s obligations ............................................................................................ 11  5.3 CCEP’s obligations ............................................................................................ 15  5.4 Conduct of business .......................................................................................... 16  5.5 Transaction Implementation Committee ............................................................ 18  5.6 Change of control............................................................................................... 20  5.7 Non-solicit .......................................................................................................... 21  5.8 TCCC relevant agreements ............................................................................... 21  5.9 Debt financing arrangements ............................................................................. 22  5.10 Financing cooperation ....................................................................................... 23  5.11 Appointment of directors .................................................................................... 25  5.12 Amatil Related Party Committee and Amatil Group Managing Director  recommendation ................................................................................................ 25  5.13 Conduct of Court proceedings ........................................................................... 26  5.14 Scheme Booklet content and responsibility statements .................................... 26  5.15 Access to information and management ........................................................... 27  5.16 Escalation procedure ......................................................................................... 29  6 Representations and warranties 29  6.1 CCEP’s representations and warranties ............................................................ 29  





 






        Contents    Scheme implementation deed Contents 2   6.2 CCEP’s indemnity .............................................................................................. 30  6.3 Amatil’s representations and warranties ............................................................ 30  6.4 Amatil’s indemnity .............................................................................................. 30  6.5 Qualifications on Amatil’s representations, warranties and indemnities............ 30  6.6 Survival of representations and warranties ....................................................... 31  6.7 Survival of indemnities ....................................................................................... 31  6.8 Timing of representations and warranties ......................................................... 31  6.9 No representation or reliance ............................................................................ 31  7 Releases 32  7.1 Amatil and Amatil directors and officers ............................................................ 32  7.2 CCEP and CCEP directors and officers ............................................................ 32  7.3 Deeds of indemnity and insurance .................................................................... 33  8 Public announcement 34  8.1 Announcement of the Transaction ..................................................................... 34  8.2 Public announcements ...................................................................................... 34  8.3 Required disclosure ........................................................................................... 34  9 Confidentiality 34  10 No talk 35  10.1 No talk obligation ............................................................................................... 35  10.2 Fiduciary exception ............................................................................................ 35  10.3 Compliance with law .......................................................................................... 35  10.4 Usual provision of information ........................................................................... 35  11 Reimbursement Fee 36  11.1 Background to Reimbursement Fee .................................................................. 36  11.2 Reimbursement Fee triggers ............................................................................. 36  11.3 Payment of Reimbursement Fee ....................................................................... 37  11.4 Basis of Reimbursement Fee ............................................................................ 37  11.5 Compliance with law .......................................................................................... 38  11.6 Reimbursement Fee payable only once ............................................................ 38  11.7 Other Claims ...................................................................................................... 38  11.8 No Reimbursement Fee in certain circumstances ............................................. 38  12 Termination 39  12.1 Termination ........................................................................................................ 39  12.2 Termination for breach of representations and warranties ................................ 40  12.3 Effect of termination ........................................................................................... 41  12.4 Termination ........................................................................................................ 41  12.5 No other termination .......................................................................................... 41  13 Duty, costs and expenses 41  13.1 Stamp duty ......................................................................................................... 41  13.2 Costs and expenses .......................................................................................... 42  





 






        Contents    Scheme implementation deed Contents 3   14 GST 42  15 Notices 43  15.1 Form of Notice ................................................................................................... 43  15.2 How Notice must be given and when Notice is received ................................... 43  15.3 Notice must not be given by electronic communication..................................... 44  16 General 44  16.1 Governing law and jurisdiction ........................................................................... 44  16.2 Service of process ............................................................................................. 44  16.3 No merger .......................................................................................................... 44  16.4 Invalidity and enforceability ................................................................................ 44  16.5 Waiver ................................................................................................................ 45  16.6 Variation ............................................................................................................. 45  16.7 Assignment of rights .......................................................................................... 45  16.8 No third party beneficiary ................................................................................... 45  16.9 Further action to be taken at each party’s own expense ................................... 45  16.10 Entire agreement ............................................................................................... 45  16.11 Counterparts ...................................................................................................... 46  16.12 Relationship of the parties ................................................................................. 46  16.13 Remedies cumulative ........................................................................................ 46  16.14 Exercise of rights ............................................................................................... 46  17 Guarantee 46  17.1 Guarantee and indemnity .................................................................................. 46  17.2 Extent of guarantee and indemnity .................................................................... 47  17.3 Principal and independent obligation ................................................................. 47  17.4 Continuing guarantee and indemnity ................................................................. 47  17.5 No withholdings .................................................................................................. 47  17.6 Currency ............................................................................................................ 48  17.7 No set off ............................................................................................................ 48  Schedules  Schedule 1  Notice details 50  Schedule 2  Definitions and interpretation 51  Schedule 3  CCEP Representations and Warranties 71  





 






        Contents    Scheme implementation deed Contents 4   Schedule 4  Amatil Representations and Warranties 75  Schedule 5  Capital structure 77  Signing page 78  Attachment 1  Indicative Timetable  Attachment 2  Scheme of arrangement  Attachment 3  Deed poll  Attachment 4  Conditions Precedent certificate  Herbert Smith Freehills owns the copyright in this document and using it without  permission is strictly prohibited.    





 






            Scheme implementation deed page 1     Scheme implementation deed  Date ► 4 November 2020    Between the parties      Amatil Coca-Cola Amatil Limited  ACN 004 139 397 of Level 13, 40 Mount Street, North Sydney, NSW  2060   CCEP Coca-Cola European Partners plc  Registered in England and Wales under number 09717350 of  Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United  Kingdom  CCEP Sub CCEP Australia Pty Ltd  ACN 645 548 634 of c/ Level 17, 8-12 Chifley Square, Sydney NSW  2000    Recitals 1 The parties have agreed that CCEP Sub will acquire all of the  ordinary shares in Amatil (other than the TCCC Shares) by means  of a scheme of arrangement under Part 5.1 of the Corporations  Act between Amatil and the Scheme Shareholders.  2 The parties have agreed to implement the scheme of  arrangement on the terms and conditions of this deed.  This deed witnesses as follows:    





 






            Scheme implementation deed page 2     1 Definitions and interpretation  1.1 Definitions  The meanings of the terms used in this deed are set out in Schedule 2.  1.2 Interpretation  Schedule 2 contains the interpretation rules for this deed.  1.3 Deed components  This deed includes any schedule.  1.4 Knowledge, belief or awareness  (a) In this deed, in relation to a reference to the knowledge, belief or awareness of:   (1) Amatil or an Amatil Group Member’s knowledge, belief or awareness  is limited to the actual knowledge, belief or awareness of the persons  agreed between the parties in writing as at the date of this deed for  this purpose and the knowledge, belief or awareness of any other  person will not be imputed to Amatil nor any other Amatil Group  Member (except to the extent referred to in this clause 1.4(a)(1)); and  (2) CCEP or a CCEP Group Member’s knowledge, belief or awareness is  limited to the actual knowledge, belief or awareness of the persons  agreed between the parties in writing as at the date of this deed for  this purpose and the knowledge, belief or awareness of any other  person will not be imputed to CCEP nor any other CCEP Group  Member (except to the extent referred to in this clause 1.4(a)(2))  (b) Without limiting clause 7, none of the persons referred to in clause 1.4(a) as  being agreed between the parties in writing will bear any personal liability in  respect of the Amatil Representations and Warranties, the CCEP  Representations and Warranties or otherwise under this deed, except where  such person has engaged in wilful misconduct, wilful concealment or fraud.  2 Agreement to proceed with the Transaction  (a) Amatil agrees to propose the Scheme on and subject to the terms and  conditions of this deed.   (b) CCEP and CCEP Sub agree to assist Amatil to propose the Scheme on and  subject to the terms and conditions of this deed.  (c) The parties agree to implement the Scheme on and subject to the terms and  conditions of this deed.   





 






            Scheme implementation deed page 3   3 Conditions Precedent and pre-implementation steps  3.1 Conditions Precedent  Subject to this clause 3, the Scheme will not become Effective, and the respective  obligations of the parties in relation to the implementation of the Scheme are not binding,  until each of the following Conditions Precedent is satisfied or waived to the extent and in  the manner set out in this clause 3.  (a) Regulatory Approvals: before 5.00pm on the Business Day before the Second  Court Date:  (1) FIRB: one of the following has occurred:  (A) CCEP has received written notice under the Foreign  Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on  behalf of the Treasurer of the Commonwealth of Australia  (Treasurer), advising that the Commonwealth Government  has no objections to the Transaction, either unconditionally  or on terms that CCEP reasonably considers to be  acceptable (subject to clause 3.2(d)(10));  (B) the Treasurer becomes precluded by the passage of time  from making an order or decision under Part 3 of the FATA  in relation to the Transaction and the Transaction is not  prohibited by section 82 of the FATA; or  (C) where an interim order is made under section 68 of the  FATA in respect of the Transaction, the subsequent period  for making an order or decision under Part 3 of the FATA  elapses without the Treasurer making such an order or  decision; and  (2) OIO: CCEP has received all approvals or consents required under the  Overseas Investment Act 2005 (NZ) for the implementation of the  Scheme either unconditionally or on conditions that CCEP reasonably  considers to be acceptable (subject to clause 3.2(d)(10)) and such  approvals or consents have not been withdrawn, suspended or  revoked before 8.00am on the Second Court Date;   (b) Shareholder approval: Amatil Shareholders (other than Excluded  Shareholders) agree to the Scheme at the Scheme Meeting by the requisite  majorities under subparagraph 411(4)(a)(ii) of the Corporations Act;  (c) Independent Expert: the Independent Expert:  (1) issues an Independent Expert’s Report which concludes that the  Scheme is fair and reasonable and in the best interests of Amatil  Shareholders (other than Excluded Shareholders) before the time  when the Scheme Booklet is registered by ASIC; and  (2) does not change its conclusion or withdraw its Independent Expert’s  Report before 8.00am on the Second Court Date;  (d) Court approval: the Court approves the Scheme in accordance with paragraph  411(4)(b) of the Corporations Act;  (e) Restraints: no permanent law, rule, regulation, restraining order, injunction or  other order (which is final and cannot be appealed or reviewed) that would  prevent or delay the Scheme made by an Australian court of competent  





 






            Scheme implementation deed page 4   jurisdiction or Australian Government Agency on the application of an Australian  Government Agency is in effect at 8.00am on the Second Court Date;  (f) No Amatil Material Adverse Change: no Amatil Material Adverse Change  occurs between (and including) the date of this deed and 8.00am on the  Second Court Date (subject to clause 3.2(c)); and  (g) No Amatil Prescribed Occurrence: no Amatil Prescribed Occurrence occurs  between (and including) the date of this deed and 8.00am on the Second Court  Date (subject to clause 3.2(c)).  3.2 Satisfaction of conditions  (a) Amatil must, to the extent it is within its power to do so, use its best endeavours  to procure that each of the Conditions Precedent in clauses 3.1(b), 3.1(c),  3.1(d), 3.1(f) and 3.1(g) are satisfied as soon as practicable after the date of this  deed and continue to be satisfied at all times until the last time that the relevant  clause provides that such Condition Precedent is to be satisfied.  (b) Each party must, to the extent it is within its respective power to do so, use its  best endeavours to procure that:  (1) the Condition Precedent in clause 3.1(a) is satisfied as soon as  practicable after the date of this deed and continue to be satisfied at  all times until the last time that the relevant clause provides that such  Condition Precedent is to be satisfied;  (2) the Condition Precedent in clause 3.1(e) is not triggered; and  (3) there is no occurrence within its control or the control of any of its  Subsidiaries that would prevent any of the Conditions Precedent in  clause 3.1 being or remaining satisfied.  (c) In respect of the Conditions Precedent in clauses 3.1(f) (No Amatil Material  Adverse Change) and 3.1(g) (No Amatil Prescribed Occurrence), if:   (1) an Amatil Material Adverse Change occurs between (and including)  the date of this deed and 8.00am on the Second Court Date, the  Condition Precedent in clause 3.1(f) (No Amatil Material Adverse  Change), then to the extent the Amatil Material Adverse Change is  remediable, the Condition Precedent will not be taken to have been  breached or not satisfied; or   (2) an Amatil Prescribed Occurrence occurs between (and including) the  date of this deed and 8.00am on the Second Court Date, the  Condition Precedent in clause 3.1(g) (No Amatil Prescribed  Occurrence), then to the extent the Amatil Prescribed Occurrence is  remediable, the Condition Precedent will not be taken to have been  breached or not satisfied,  unless:  (3) CCEP has given written notice to Amatil in accordance with clause  3.5, and such notice also sets out the relevant circumstances of the  breach; and   (4) Amatil has failed to remedy the breach or the effects of the breach  within 10 Business Days (or any shorter period ending at 5.00pm on  the Business Day before the Second Court Date) after the date on  which such notice is given.  





 






            Scheme implementation deed page 5   (d) Without limiting this clause 3.2 and except to the extent prohibited by law or a  Government Agency:  (1) each of CCEP and CCEP Sub must apply promptly and in any event  within 10 Business Days after the date of this deed for all relevant  Regulatory Approvals (as applicable and to the extent not applied for  before the date of this deed) and provide to Amatil a copy of all those  applications;  (2) each of CCEP and CCEP Sub must take all steps required, and for  which it is responsible for, under each Regulatory Approval process,  including responding to requests for information at the earliest  practicable time;  (3) CCEP must keep Amatil reasonably informed of progress in relation to  each Regulatory Approval (including in relation to any matters raised  by, or conditions or other arrangements proposed by, the relevant  Government Agency) and provide Amatil with all reasonable material  information reasonably requested by Amatil in connection with the  applications for, or progress of, the Regulatory Approvals;  (4) CCEP must consult with Amatil (provided such consultation is  reasonable in the circumstances) in advance in relation to the process  and progress of obtaining, and all material communications with  Government Agencies regarding any of, the Regulatory Approvals,  and provide Amatil with a copy of any material communication with a  Government Agency promptly and in any event within 3 Business  Days after it is made or received (including in relation to any  conditions or undertakings imposed or required by a Government  Agency, and details of any such conditions or undertakings); and  (5) Amatil must provide all assistance and information in relation to the  Amatil Group and its businesses, operations and affairs (to the extent  reasonably necessary to support any application for a Regulatory  Approval and to enable CCEP to respond to any requests for further  information) as may be reasonably requested by CCEP in connection  with obtaining each Regulatory Approval;   (6) without limiting any other provision of this clause 3.2(d), in relation to  the Regulatory Approval in clause 3.1(a)(2), CCEP must notify Amatil  within 2 Business Days if it becomes aware of any proposal by the  New Zealand Overseas Investment Office (OIO) to publicly release or  disclose any information in connection with the Regulatory Approval in  clause 3.1(a)(2), including any public decision summary or pursuant to  any request made by a third party under the Official Information Act  1982 (NZ) (including the form and content of such proposed release  or disclosure by the OIO to the extent CCEP is so aware), and CCEP  acknowledges and agrees that Amatil is permitted to make its own  submissions to the OIO in respect of any such proposed release or  disclosure by the OIO (including regarding the form and content of  such disclosure),  provided that:  (7) CCEP or Amatil may withhold or redact information or documents  from Amatil or CCEP (as applicable) if and to the extent that they are  either confidential to a third party or commercially sensitive and  confidential to the applicant or Amatil;   (8) CCEP will not be prevented from taking procedural steps or  communicating with or providing documents (provided such  





 






            Scheme implementation deed page 6   communications or documents do not include “Confidential  Information” as defined in the Confidentiality Deed in relation to the  Amatil Group) to a Government Agency if Amatil has not responded  promptly under 3.2(d)(4);  (9) a party is not required to disclose materially commercially sensitive  information to another party or information the provision of which  would be inconsistent with the Protocols; and   (10) in relation to any Regulatory Approval, each of CCEP and CCEP Sub  must offer, agree or accept any:  (A) conditions or undertakings consistent with the form of tax  conditions published by or on behalf of the Foreign  Investment Review Board (FIRB) prior to the date of this  deed in Attachment A to FIRB’s guidance note 47 dated 21  September 2020;   (B) conditions imposed by the OIO that are consistent in all  material respects with the conditions of a kind commonly  imposed by the OIO on a consent of the type required for the  implementation of the Scheme and referred to as the  “Standard Conditions” or conditions that arise from or relate  to performance or fulfilment of plans, commitments,  undertakings, assurances or intentions specified in CCEP’s  OIO application; and  (C) any other conditions or undertakings imposed or required by  a Government Agency unless such conditions or  undertakings would have a material impact on the business  and/or operations of the Amatil Group or CCEP Group,   in each case, promptly after such conditions or undertakings are  imposed or required and in any event by the time a response has  been requested by the relevant Government Agency, provided CCEP  has first been provided with a reasonable opportunity to consult in  respect of, and provide comments on, the relevant conditions or  undertakings. If CCEP chooses to consult or provide comments on  any such conditions or undertakings, CCEP must use best  endeavours to ensure any such consultation occurs or ensure such  comments are provided (as applicable) to the relevant Government  Agency as soon as reasonably possible after a CCEP Group Member  is informed by a Government Agency that relevant conditions or  undertakings will be imposed or required.   3.3 Waiver of Conditions Precedent  (a) The Conditions Precedent in clauses 3.1(a) (Regulatory Approvals), 3.1(b)  (Shareholder approval) and 3.1(d) (Court approval) cannot be waived.  (b) The Conditions Precedent in clauses 3.1(f) (No Amatil Material Adverse  Change) and 3.1(g) (No Amatil Prescribed Occurrence) are for the sole benefit  of CCEP and may only be waived by CCEP (in its absolute discretion) in writing.  (c) The Condition Precedent in clause 3.1(c) (Independent Expert) is for the sole  benefit of Amatil and may only be waived by Amatil (in its absolute discretion) in  writing.  





 






            Scheme implementation deed page 7   (d) The Condition Precedent in clause 3.1(e) (Restraints) are for the benefit of  Amatil and CCEP and may only be waived by written agreement between  CCEP and Amatil (in each case in their respective absolute discretion).  (e) If Amatil or CCEP waives the breach or non-satisfaction of any of the Conditions  Precedent in clause 3.1, that waiver does not prevent that party from suing the  other party for any breach of this deed that resulted in the breach or non- satisfaction of the relevant Condition Precedent.  (f) Waiver of a breach or non-satisfaction in respect of one Condition Precedent  does not constitute:  (1) a waiver of breach or non-satisfaction of any other Condition  Precedent resulting from the same event; or  (2) a waiver of breach or non-satisfaction of that Condition Precedent  resulting from any other event.  3.4 Termination on failure of Condition Precedent  (a) If there is an event or occurrence that would, does or will prevent any of the  Conditions Precedent being satisfied (including, for the avoidance of doubt, if  Amatil Shareholders (other than Excluded Shareholders) do not agree to the  Scheme at the Scheme Meeting by the requisite majorities), or if any of the  Conditions Precedent will not otherwise be satisfied, by the earlier of:  (1) the time and date specified in this deed for the satisfaction of that  Condition Precedent; and  (2) the End Date,   or such Condition Precedent is otherwise not satisfied by that specified time and  date or by the End Date (as applicable), then Amatil may give CCEP or CCEP  may give Amatil written notice (Consultation Notice) requiring CCEP and  Amatil to consult in good faith to:  (3) consider and, if agreed, determine, whether the Transaction may  proceed by way of alternative means or methods, or whether, in the  case of a breach of the Condition Precedent in clauses 3.1(f) (No  Amatil Material Adverse Change) or 3.1(g) (No Amatil Prescribed  Occurrence), the breach or the effects of the breach are still able to be  remedied;  (4) consider changing and, if agreed, change, the date of the application  made to the Court for an order under paragraph 411(4)(b) of the  Corporations Act approving the Scheme or adjourning that application  (as applicable) to another date agreed to in writing by CCEP and  Amatil, unless there is no reasonable prospect that the Condition  Precedent will be satisfied before the End Date; or   (5) consider extending and, if agreed, extend, the time and date specified  in this deed for the satisfaction of that Condition Precedent or the End  Date (as applicable),  respectively.  (b) Subject to clauses 3.4(c) and 3.4(d), if Amatil and CCEP are unable to reach  agreement under clause 3.4(a) within the earlier of 5 Business Days after the  date on which the Consultation Notice is given or 5 Business Days before the  time and date specified in this deed for the satisfaction of the Condition  Precedent, then, unless:  





 






            Scheme implementation deed page 8   (1) the relevant Condition Precedent has been waived in accordance with  clause 3.3; or  (2) the party, or in the case of clause 3.3(d), each party, entitled to waive  the relevant Condition Precedent in accordance with clause 3.3  confirms in writing to the other party that it will not rely on the event or  occurrence that would or does prevent the relevant Condition  Precedent from being satisfied, or would mean the relevant Condition  Precedent would or will not otherwise be satisfied,  either Amatil or CCEP may terminate this deed without any liability to the other  party because of that termination.   (c) A party may not terminate this deed pursuant to clause 3.4(b) if:  (1) the relevant occurrence or event, the failure of the Condition  Precedent to be satisfied, or the failure of the Scheme to become  Effective, arises out of a breach of clauses 3.2 or 3.5 by that party,  although in such circumstances the other party may still terminate this  deed; or  (2) the relevant Condition Precedent is stated in clause 3.3 to be for the  sole benefit of the other party.  (d) If the Condition Precedent in clause 3.1(b) (Shareholder Approval) is not  satisfied only because of a failure to obtain the majority required by sub- subparagraph 411(4)(a)(ii)(A) of the Corporations Act, then either Amatil or  CCEP may by written notice to the other within 3 Business Days after the date  of the conclusion of the Scheme Meeting require the approval of the Court to be  sought, pursuant to the Court’s discretion in that sub-subparagraph, provided  the party has, in good faith formed the view that the prospect of the Court  exercising its discretion in that way is reasonable. If approval is given, the  Condition Precedent in clause 3.1(b) (Shareholder Approval) is deemed to be  satisfied for all purposes.  (e) If the Court refuses to make an order approving the Scheme which satisfies the  Condition Precedent in clause 3.1(d) (Court approval), Amatil may (in its  absolute discretion) appeal the Court’s decision (except to the extent that Amatil  and CCEP agree otherwise in writing). If any such appeal is undertaken by  Amatil, each party will bear its own costs of the appeal unless the parties  otherwise agree in writing.  3.5 Certain notices relating to Conditions Precedent  If a party becomes aware of:  (a) the satisfaction of a Condition Precedent or of any material progress towards  such satisfaction; or  (b) the happening of an event or occurrence that would, does, will, or would  reasonably be likely to:   (1) prevent a Condition Precedent being satisfied; or   (2) mean that any Condition Precedent will not otherwise be satisfied,  before the time and date specified for its satisfaction (or being satisfied by the  End Date, if no such time and date is specified) or such Condition Precedent is  not otherwise satisfied by that time and date (including, for the avoidance of  doubt, if Amatil Shareholders (other than Excluded Shareholders) do not agree  to the Scheme at the Scheme Meeting by the requisite majorities),  





 






            Scheme implementation deed page 9   it must advise the other party by notice in writing, as soon as possible (and in any event  within 2 Business Days of the event, occurrence or circumstance referred to in clauses  3.5(a) or 3.5(b) occurring). For the avoidance of doubt, multiple notices may be required  under this clause 3.5.  4 Transaction steps  4.1 Scheme  Amatil must propose the Scheme to Amatil Shareholders (other than Excluded  Shareholders).   4.2 No amendment to the Scheme without consent  Amatil must not consent to:   (a) any modification of, or amendment to, or the making or imposition by the Court  of any condition in respect of, the Scheme without the prior written consent of  CCEP; or  (b) any delay to the Timetable including by way of adjournment of the First Court  Date, Scheme Meeting or Second Court Date without prior consultation with  CCEP.  4.3 Scheme Consideration  (a) The parties acknowledge that each Scheme Shareholder will be entitled to  receive the Scheme Consideration in respect of each Scheme Share held by  that Scheme Shareholder in accordance with and subject to the terms and  conditions of this deed and the Scheme.  (b) CCEP undertakes and warrants to Amatil (in its own right and separately as  trustee on behalf of the Scheme Shareholders) that, in consideration of the  transfer to CCEP Sub of each Amatil Share held by a Scheme Shareholder  under the terms of the Scheme, on the Implementation Date, CCEP Sub will  provide to each Scheme Shareholder the Scheme Consideration for each  Scheme Share in accordance with and subject to the terms and conditions of  this deed and the Scheme.   (c) The Scheme Consideration will be reduced by the cash amount of any  dividends which are declared or determined by Amatil and paid by Amatil to  Amatil Shareholders on or before the Implementation Date (including any Amatil  2H 2020 Dividend, to the extent paid before the Implementation Date), but will  not be reduced by:  (1) any dividends declared, determined or paid by Amatil after 30 June  2021 in line with historic payout ratios; or  (2) the value attributed to any franking credits attached to any dividends  declared or determined by Amatil or paid by Amatil to Amatil  Shareholders at any time,  provided that the cash amount of the dividend that has been paid will be taken  to be the cash amount as declared or determined to be paid by Amatil with no  reduction or offset for any dividend withholding tax, any withholding on account  





 






            Scheme implementation deed page 10   of non-quotation of an ABN or TFN, or any other withholding or reduction in the  amount received by any Amatil Shareholder.  4.4 Amatil 2H 2020 Dividend and other Amatil Permitted Dividends  (a) Amatil may (in its absolute discretion) declare and pay a final dividend of any  amount per Amatil Share (and which may, at Amatil’s election, but subject to  this clause 4.4, be partially or fully franked) to Amatil Shareholders in respect of  2H 2020 (Amatil 2H 2020 Dividend) or any other Amatil Permitted Dividend,  provided that:   (1) the payment date for the Amatil 2H 2020 Dividend and any other  Amatil Permitted Dividend must be before the Scheme Record Date;  (2) Amatil and CCEP will consult in good faith as to the timing, amount  and franking of any Amatil Permitted Dividend prior to the declaration  or announcement of such Amatil Permitted Dividend;     (3) Amatil will not declare or announce any Amatil Permitted Dividend  without the prior written consent of CCEP where:  (A) the payment of that dividend would result in or contribute to  that account being in deficit at the start of the day that is the  Implementation Date; and   (B) in the reasonable opinion of CCEP the payment of that  dividend would give rise to any liability to franking deficit tax  that cannot be offset in full against income tax, or otherwise  prevent CCEP electing to acquire all the shares in Amatil on  or after the Implementation Date without incurring a  reduction in the offset; and   (4) the Amatil 2H 2020 Dividend or any other Amatil Permitted Dividend is  paid in accordance with the Corporations Act.   (b) CCEP and Amatil agree that Amatil must not declare or announce a franked  Amatil 2H 2020 Dividend or any other franked Amatil Permitted Dividend paid  before 30 June 2021 unless Amatil has first obtained a Class Ruling (and an  associated tax ruling for Amatil) from the Australian Taxation Office confirming  that the Amatil 2H 2020 Dividend or any other Amatil Permitted Dividend can be  partly or fully franked on terms that meet the requirements of clause 4.4(a).  CCEP must provide Amatil with such assistance and information as may  reasonably be requested by Amatil for the purposes of obtaining such ruling.  Amatil must provide to CCEP a draft of any Class Ruling (and associated tax  ruling for Amatil) application contemplated by this clause 4.4(b) within a  reasonable time before lodgement with the Australian Taxation Office for the  purpose of enabling CCEP to review and comment on the draft document and  Amatil must take all reasonable comments made by CCEP into account in good  faith when producing a revised draft of the application to be lodged with the  Australian Taxation Office.   4.5 Provision of Amatil Share register  (a) In order to facilitate the provision of the Scheme Consideration, Amatil must  provide, or procure the provision of, to CCEP or a nominee of CCEP a complete  copy of the Amatil Share Register as at the Scheme Record Date (which must  include the name, Registered Address and registered holding of each Scheme  Shareholder as at the Scheme Record Date), within 1 Business Day after the  Scheme Record Date.   





 






            Scheme implementation deed page 11   (b) The details and information to be provided under clause 4.5(a) must be  provided in such form as CCEP or its nominee may reasonably require.  4.6 Amatil Equity Incentives   Despite any other provision of this deed:   (a) subject to clause 4.6(b), the parties agree that the Amatil Equity Incentives,   Amatil Restricted Shares and any other Amatil equity incentives (including  future grants of incentives) will be treated in the manner agreed between the  parties in writing on the date of this deed; and  (b) Amatil must ensure that all Amatil Equity Incentives which are not Amatil Shares  have either lapsed or vested and converted into Amatil Shares such that there  are no outstanding Amatil Equity Incentives which are not Amatil Shares on  issue as at the Scheme Record Date.  For the avoidance of doubt, the parties agree that the exercise of any discretion by the  Amatil Board, or any other action, which is in accordance with this clause 4.6 will not be  an Amatil Material Adverse Change, an Amatil Prescribed Occurrence or an Amatil  Regulated Event or a breach of any provision of this deed, or give rise to any right to  terminate this deed, and will be disregarded when assessing the operation of any other  part of this deed.  5 Implementation   5.1 Timetable  (a) Subject to clause 5.1(b), the parties must each use all reasonable endeavours  to:  (1) comply with their respective obligations under this clause 5; and  (2) take all necessary steps and exercise all rights necessary to  implement the Transaction,  in accordance with the Timetable.  (b) Failure by a party to meet any timeframe or deadline set out in the Timetable  will not constitute a breach of clause 5.1(a) to the extent that such failure is due  to circumstances and matters outside the party’s control (including, for the  avoidance of doubt, any delays caused by a Government Agency).  (c) Each party must keep the other informed about their progress against the  Timetable and notify each other if it believes that any of the dates in the  Timetable are not achievable.  (d) To the extent that any of the dates or timeframes set out in the Timetable  become not achievable due to matters outside of a party’s control, the parties  will consult in good faith to agree to any necessary extension to ensure such  matters are completed within the shortest possible timeframe.  5.2 Amatil’s obligations  Amatil must take all necessary steps to implement the Scheme as soon as is reasonably  practicable and, without limiting the foregoing, (i) use all reasonable endeavours to  ensure that each step in the Timetable is met by the relevant date set out beside that step  





 






            Scheme implementation deed page 12   (and must consult with CCEP on a regular basis about its progress in that regard), (ii) do  any acts it is authorised and able to do on behalf of Amatil Shareholders (other than  Excluded Shareholders), and (iii) do each of the following:   (a) preparation of Scheme Booklet: subject to clauses 5.3(a) and 5.3(b), prepare  and despatch the Scheme Booklet in accordance with all applicable laws  (including the Corporations Act and the Corporations Regulations), RG 60 and  the Listing Rules;   (b) Non-TCCC Amatil Directors recommendation: include in the Scheme Booklet  a statement by:  (1) the Amatil Related Party Committee unanimously recommending that  Amatil Shareholders (other than Excluded Shareholders) vote in  favour of the Scheme in the absence of a Superior Proposal and  subject to the Independent Expert continuing to conclude that the  Scheme is fair and reasonable and in the best interests of Amatil  Shareholders (other than Excluded Shareholders);  (2) the Amatil Group Managing Director recommending that Amatil  Shareholders (other than Excluded Shareholders) vote in favour of the  Scheme in the absence of a Superior Proposal and subject to the  Independent Expert continuing to conclude that the Scheme is fair and  reasonable and in the best interests of Amatil Shareholders (other  than Excluded Shareholders); and  (3) each Amatil Related Party Committee Member that he or she will  (subject to the same qualifications as set out in clause 5.2(b)(1)) vote,  or procure the voting of, any of their Amatil Related Party Committee  Amatil Shares at the time of the Scheme Meeting in favour of the  Scheme at the Scheme Meeting; and  (4) the Amatil Group Managing Director that he or she will (subject to the  same qualifications as set out in clause 5.2(b)(1)) vote, or procure the  voting of, any Amatil Group Managing Director Amatil Shares at the  time of the Scheme Meeting in favour of the Scheme at the Scheme  Meeting,  except to the extent there has been a withdrawal, change or modification of  recommendation permitted by clause 5.12;  (c) paragraph 411(17)(b) statement: apply to ASIC for the production of:   (1) an indication of intent letter stating that it does not intend to appear  before the Court on the First Court Date; and  (2) a statement under paragraph 411(17)(b) of the Corporations Act  stating that ASIC has no objection to the Scheme;  (d) Court direction: apply to the Court for orders pursuant to subsection 411(1) of  the Corporations Act directing Amatil to convene the Scheme Meeting;  (e) Scheme Meeting: convene the Scheme Meeting to seek Amatil Shareholders’  (other than Excluded Shareholders’) agreement to the Scheme in accordance  with the orders made by the Court pursuant to subsection 411(1) of the  Corporations Act;  (f) Court documents: consult with CCEP in relation to the content of the  documents required for the purpose of each of the Court hearings held for the  purpose of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act  in relation to the Scheme (including the originating process, affidavits,  submissions and draft minutes of Court orders) and consider in good faith, for  





 






            Scheme implementation deed page 13   the purpose of amending drafts of those documents, comments from CCEP and  its Related Persons on those documents;  (g) Court approval: if the Scheme is approved by Amatil Shareholders (other than  Excluded Shareholders) under subparagraph 411(4)(a)(ii) of the Corporations  Act and it can reasonably be expected that all of the Conditions Precedent  (other than the Condition Precedent in clause 3.1(d)) will be satisfied or waived  in accordance with this deed before 8.00am on the Second Court Date, apply to  the Court for orders approving the Scheme as agreed to by the Amatil  Shareholders (other than Excluded Shareholders) at the Scheme Meeting (and,  if it becomes apparent that a Condition Precedent (other than a Condition  Precedent in clause 3.1(d) will not be satisfied or waived in accordance with this  deed before 8.00am on that proposed Second Court Date, apply for an  adjournment of that proposed Second Court Date to a date agreed by Amatil  and CCEP in writing in accordance with this clause 5.2(g), and if Amatil and  CCEP are not able to agree on the relevant date, Amatil and CCEP agree that  Amatil will not be obliged to apply for any such adjournment);  (h) certificate: at the hearing on the Second Court Date provide to the Court:  (1) a certificate (signed for and on behalf of Amatil) in the form of a deed  (substantially in the form set out in Attachment 4) confirming (in  respect of matters within its knowledge) whether or not the Conditions  Precedent in clause 3.1 (other than the Condition Precedent in clause  3.1(d) (Court approval)) have been satisfied or waived in accordance  with this deed, a draft of which certificate must be provided by Amatil  to CCEP by 4.00pm on the date that is 2 Business Days prior to the  Second Court Date; and   (2) any certificate provided to it by CCEP pursuant to clause 5.3(i);  (i) lodge copy of Court order: lodge with ASIC an office copy of the Court order  in accordance with subsection 411(10) of the Corporations Act approving the  Scheme by no later than the Business Day after the date on which the Court  order was made (or such later date as agreed in writing by CCEP);   (j) Scheme Consideration: if the Scheme becomes Effective, finalise and close  the Amatil Share Register as at the Scheme Record Date, and determine  entitlements to the Scheme Consideration, in accordance with the Scheme and  the Deed Poll;  (k) transfer and registration: if the Scheme becomes Effective and subject to  CCEP Sub having paid the Scheme Consideration in accordance with the  Scheme and Deed Poll:  (1) execute, on behalf of Scheme Shareholders, instruments of transfer of  the Scheme Shares to CCEP Sub; and  (2) register all transfers of the Scheme Shares to CCEP Sub on, or as  soon as practicable after, the Implementation Date;  (l) consultation with CCEP in relation to Scheme Booklet: consult with CCEP  as to the content and presentation of the Scheme Booklet including:  (1) providing to CCEP drafts of the Scheme Booklet and the Independent  Expert’s Report for the purpose of enabling CCEP to review and  comment on those draft documents. In relation to the Independent  Expert’s Report, CCEP’s review is to be limited to a factual accuracy  review;  





 






            Scheme implementation deed page 14   (2) taking all reasonable and timely comments made by CCEP into  account in good faith when producing a revised draft of the Scheme  Booklet;  (3) providing to CCEP a revised draft of the Scheme Booklet within a  reasonable time before the Regulator’s Draft is finalised and to enable  CCEP to review the Regulator’s Draft before the date of its  submission; and  (4) obtaining written consent from CCEP for the form and content in  which the CCEP Information appears in the Scheme Booklet (which  consent must not be unreasonably withheld or delayed);   (m) lodgement of Regulator's Draft: as soon as practicable, but by no later than  14 days before the First Court Date, provide the Regulator's Draft to ASIC for its  review for the purposes of subsection 411(2) of the Corporations Act, and  provide a copy of the Regulator's Draft to CCEP as soon as practicable  thereafter;   (n) ASIC and ASX review of Scheme Booklet: keep CCEP informed of any  material matters raised by ASIC or ASX in relation to the Scheme Booklet or the  Transaction, and use reasonable endeavours to take into consideration in any  reasonable comments made by CCEP in relation to such matters raised by  ASIC or ASX;   (o) registration of Scheme Booklet: take all reasonable measures within its  control to cause ASIC to register the Scheme Booklet under subsection 412(6)  of the Corporations Act;  (p) representation: procure that it is represented by counsel at the Court hearings  convened for the purposes of subsection 411(1) and paragraph 411(4)(b) of the  Corporations Act;  (q) Independent Expert: promptly appoint the Independent Expert and provide all  assistance and information reasonably requested by the Independent Expert in  connection with the preparation of the Independent Expert’s Report for inclusion  in the Scheme Booklet (including any updates to such report) and any other  materials to be prepared by the Independent Expert for inclusion in the Scheme  Booklet (including any updates thereto);  (r) compliance with laws: do everything reasonably within its power to ensure  that the Transaction is effected in accordance with all applicable laws and  regulations;  (s) listing: subject to clause 5.2(u), not do anything to cause Amatil Shares to  cease being quoted on ASX or to become permanently suspended from  quotation prior to implementation of the Transaction unless CCEP has agreed in  writing;  (t) update Scheme Booklet: until the date of the Scheme Meeting, promptly  update or supplement the Scheme Booklet with, or where appropriate otherwise  inform the market by way of announcement of, any information that arises after  the Scheme Booklet has been despatched that is necessary to ensure that the  Scheme Booklet does not contain any material statement that is false or  misleading in a material respect including because of any material omission  from that statement, and seek the Court’s approval for the despatch of any  updated or supplementary Scheme Booklet. Amatil must consult with CCEP as  to the content and presentation of the updated or supplementary Scheme  Booklet, or the market announcement, in the manner contemplated by clause  5.2(l); and  





 






            Scheme implementation deed page 15   (u) suspension of trading: apply to ASX to suspend trading in Amatil Shares with  effect from the close of trading on the Effective Date.  5.3 CCEP’s obligations  CCEP and CCEP Sub must take all necessary steps to implement the Scheme as soon  as is reasonably practicable and, without limiting the foregoing, must (i) use all  reasonable endeavours to ensure that each step in the Timetable is met by the date set  out beside that step (and must consult with Amatil on a regular basis about its progress in  that regard), and (ii) do each of the following to the extent attributed to each of them:  (a) CCEP Information: CCEP must prepare and promptly provide to Amatil the  CCEP Information for inclusion in the Scheme Booklet, including all information  regarding the CCEP Group, including CCEP Sub, required by all applicable  laws (including the Corporations Act and the Corporations Regulations), RG 60,  applicable Takeovers Panel guidance notes and the Listing Rules, and consent  to the inclusion of that information in the Scheme Booklet;  (b) Scheme Booklet and Court documents: CCEP must promptly provide any  assistance or information reasonably requested by Amatil in connection with  preparation of the Scheme Booklet (including any updated or supplementary  Scheme Booklet) and any documents required to be filed with the Court in  respect of the Scheme, promptly review the drafts of the Scheme Booklet  (including any updated or supplementary Scheme Booklet) prepared by Amatil  and provide comments promptly on those drafts in good faith;  (c) Independent Expert’s Report: CCEP must subject to the Independent Expert  entering into arrangements with CCEP including in relation to confidentiality in a  form reasonably acceptable to CCEP, provide any assistance or information  reasonably requested by Amatil or by the Independent Expert in connection with  the preparation of the Independent Expert’s Report to be sent together with the  Scheme Booklet (including any updates to such report) and any other materials  to be prepared by the Independent Expert for inclusion in the Scheme Booklet  (including any updates thereto);  (d) representation: CCEP must procure that it is represented by counsel at the  Court hearings convened for the purposes of subsection 411(1) and paragraph  411(4)(b) of the Corporations Act;  (e) Deed Poll: CCEP and CCEP Sub must by no later than the Business Day prior  to the First Court Date, execute and deliver to Amatil the Deed Poll;   (f) accuracy of CCEP Information: CCEP must before a draft of the Scheme  Booklet is lodged with ASIC, and again before the Scheme Booklet is  despatched to Amatil Shareholders, confirm in writing to Amatil that the CCEP  Information in the Scheme Booklet is accurate and complete, including that it  does not contain any material statement that is false or misleading in a material  respect including because of any material omission from that statement;   (g) share transfer: if the Scheme becomes Effective:  (1) CCEP Sub must accept a transfer of the Scheme Shares as  contemplated by clause 4.3(b); and  (2) CCEP Sub must execute instruments of transfer in respect of the  Scheme Shares;  (h) Scheme Consideration: if the Scheme becomes Effective, CCEP Sub must  provide, the Scheme Consideration in the manner and amount contemplated by  clause 4 and the terms of the Scheme and the Deed Poll;   





 






            Scheme implementation deed page 16   (i) certificate: before the commencement of the hearing on the Second Court  Date, CCEP must provide to Amatil for provision to the Court at that hearing a  certificate (signed for and on behalf of CCEP and CCEP Sub) in the form of a  deed (substantially in the form set out in Attachment 4) confirming (in respect of  matters within its knowledge) whether or not the Conditions Precedent in clause  3.1 (other than the Conditions Precedent in clause 3.1(d) (Court Approval))  have been satisfied or waived in accordance with this deed, a draft of which  certificate must be provided by CCEP to Amatil by 4.00 pm on the date that is 2  Business Days prior to the Second Court Date;   (j) update CCEP Information: until the date of the Scheme Meeting, CCEP must  promptly provide to Amatil any information that arises after the Scheme Booklet  has been despatched that is necessary to ensure that the CCEP Information  contained in the Scheme Booklet accurate and complete, including to ensure it  does not contain any material statement that is false or misleading in a material  respect including because of any material omission from that statement;  (k) assistance: up to (and including) the Implementation Date and subject to  obligations of confidentiality owed to third parties and undertakings to  Government Agencies, CCEP must provide Amatil and its Related Persons with  reasonable access during normal business hours to information and personnel  of CCEP Group that Amatil reasonably requests for the purpose of preparation  of the Scheme Booklet and implementation of the Transaction;   (l) compliance with laws: CCEP and CCEP Sub must do everything reasonably  within its power to ensure that the Transaction is effected in accordance with all  applicable laws and regulations; and  (m) Excluded Shareholder: if any CCEP Group Member acquires any Amatil  Shares, or an economic interest in any Amatil Shares, after the date of this  deed where permitted by the Confidentiality Deed, CCEP must notify Amatil in  writing of such acquisition and the relevant CCEP Group Member (and  thereafter that entity will not be a ‘Scheme Shareholder’ for the purposes of this  deed and will be excluded from the operation of the Scheme).  5.4 Conduct of business  (a) Subject to clause 5.4(b), from the date of this deed up to and including the  Implementation Date, and without limiting any other obligations of Amatil under  this deed, Amatil must, and must cause each other Amatil Group Member to:    (1) conduct its businesses and operations in the ordinary and usual  course substantially consistent with past practice;   (2) comply in all material respects with all applicable authorisations, laws  and regulations (including the Listing Rules);  (3) comply in all material respects with all material contracts to which it is  party;  (4) use reasonable endeavours to:  (A) maintain its businesses and assets in the ordinary course  and consistent with past practice;  (B) keep available the services of its officers and employees;  and  (C) preserve its relationships with (i) Government Agencies and  (ii) material customers, suppliers, landlords, licensors,  





 






            Scheme implementation deed page 17   licensees, joint venturers and others having business  dealings with the Amatil Group; and  (5) use reasonable endeavours to ensure that no Amatil Prescribed  Occurrence or Amatil Regulated Event occurs; and  (6) use reasonable endeavours to manage the effects of the  announcement of the Transaction, the TCCC Transaction and the  Scheme (including in relation to the employees, customers, partners  (including joint venture partners or brand partners), creditors,  suppliers or contractual counterparties of the Amatil Group as at the  date of this deed) and consult with CCEP and take into account its  reasonable comments in respect of managing the effects of the  announcement.  (b) Nothing in clause 5.4(a) restricts the ability of Amatil, or any Amatil Group  Member, to take or not take any action:   (1) which is contemplated, required, or expressly permitted, by this deed  (including, for the avoidance of doubt, clause 7.3(b)) or the Scheme,  any actions to give effect to a Superior Proposal or, any action or  inaction reasonably required to allow Amatil to declare and pay any  Amatil Permitted Dividend;  (2) which has been agreed to by CCEP (which agreement must not be  unreasonably withheld or delayed) or requested by CCEP in writing;  (3) which is within the actual knowledge of a CCEP Group Member as at  the date of this deed;  (4) which is required by any applicable law, regulation, accounting  standards or principles, contract (provided the contract was entered  into prior to the date of this deed or was permitted by this deed) or by  a Government Agency;  (5) to reasonably and prudently respond to:   (A) changes in market and operating conditions affecting the  business of Amatil or an Amatil Group Member to a material  extent, including arising as a consequence the Coronavirus  or Covid-19 pandemic, including the outbreak, escalation or  any impact of, or recovery from, the Coronavirus or Covid-19  pandemic and including in connection with lockdowns, travel  restrictions, social distancing and restrictions of and on  activities, venues and gatherings; or   (B) regulatory or legislative changes (including without limitation  changes to subordinate legislation) affecting the business of  Amatil or an Amatil Group Member to a material extent,  provided that, in each case, Amatil has consulted with CCEP in good  faith in respect of the proposal to take such action or not take such  action and considers any reasonable comments or requests of CCEP  in relation to such proposal in good faith;    (6) to reasonably and prudently respond to an emergency or disaster  (including a situation giving rise to a risk of personal injury or damage  to property, or a disease epidemic or pandemic, including the  outbreak, escalation or any impact of, or recovery from, Covid-19);  (7) which is Fairly Disclosed in:   (A) the Disclosure Materials;   





 






            Scheme implementation deed page 18   (B) the Additional Due Diligence Materials; or  (C) an announcement made by Amatil or an Amatil Group  Member to a Relevant Exchange, or a publicly available  document lodged by Amatil or a Subsidiary of Amatil with  any Government Agency in a Relevant Jurisdiction  (including ASIC), which would be disclosed in a search of  ASIC records or the PPS Register (or equivalent records or  registers in another Relevant Jurisdiction) or the public  records maintained by any court in a Relevant Jurisdiction,  in relation to Amatil or a Subsidiary of Amatil (as relevant), in  each case prior to the date of this deed,   in each case, other than matters arising after the date of this deed or  of which Amatil and CCEP were not aware before the date of this  deed; or   (8) in connection with an actual, proposed or potential Competing  Proposal as permitted by clause 10.   (c) CCEP is not permitted to terminate this deed in connection with any breach by  Amatil of this clause 5.4, regardless of its materiality, however any alleged  breach of this clause 5.4 by Amatil may be escalated to the Transaction  Implementation Committee and/or the respective CEOs of the parties (as  relevant) in accordance with clause 5.16, provided that nothing in this clause  5.4 precludes CCEP from terminating this deed for a breach of the Conditions  Precedent in clause 3.1(f) (No Amatil Material Adverse Change) or clause  3.1(g) (No Amatil Prescribed Occurrence) in accordance with the provisions of  clause 3.4.     5.5 Transaction Implementation Committee  (a) From the date of this deed until the earlier of the Implementation Date and  termination of this deed, CCEP and Amatil agree to establish a committee  (Transaction Implementation Committee) initially comprising up to 3  individuals from each of CCEP and Amatil to be nominated by the relevant  party. Each party may substitute its nominated members of the Transaction  Implementation Committee from time to time by notice in writing to the other  party (provided that at all times each party has equal representation on the  Transaction Implementation Committee).  (b) The role of the Transaction Implementation Committee will be to act as a forum  for discussion and planning, but not decision making (other than in respect of  the matters referred to in clause 5.5(e) only, which the members of the  Transaction Implementation Committee may agree by unanimous decision), in  relation to overseeing the progress of the Transaction in accordance with this  deed and assisting with the eventual transition of the control of Amatil to CCEP  upon implementation of the Scheme.  (c) Without limiting clause 5.5(b), the matters to be considered or discussed by the  Transaction Implementation Committee will include:  (1) material developments relating to the business of the Amatil Group;  (2) the strategy for engagement with key stakeholders (including  Government Agencies and key contractual counterparties); and  (3) the process for obtaining material change of control consents and  giving effect to other implementation steps set out in this deed.   





 






            Scheme implementation deed page 19   (d) The parties agree that:   (1) as soon as practicable after the date of this deed, and in any event  before the first meeting of the Transaction Implementation Committee,  CCEP must procure that a draft plan is prepared by the CCEP Group  for the implementation of the Transaction and the transition of the  Amatil Group to the CCEP Group following implementation of the  Scheme (Transition Plan); and   (2) the representatives of CCEP on the Transaction Implementation  Committee must present such Transition Plan to the representatives  of Amatil on the Transaction Implementation Committee at the first  meeting of such committee.  (e) Without limiting clauses 5.5(b) or 5.5(c), the Transaction Implementation  Committee may agree:  (1) the Transition Plan or any aspect of the Transition Plan at the first  meeting of the Transaction Implementation Committee after the date  of this deed (and if the Transaction Implementation Committee is not  able to agree any aspect of the Transition Plan at the first Transaction  Implementation Committee meeting in accordance with this clause  5.5, revised drafts of each relevant aspect of the Transition Plan must  be prepared by CCEP and presented by the representatives of CCEP  at each successive meeting of the Transaction Implementation  Committee until such agreement is reached on the relevant aspect of  the Transition Plan);   (2) any amendments or updates proposed by either CCEP or Amatil from  time to time to any aspect of the Transition Plan agreed by the  Transaction Implementation Committee;   (3) any reasonable additional information and Amatil personnel the CCEP  Group and a reasonable number of its representatives reasonably  require access to (and to which or to whom the CCEP Group is not  otherwise entitled to receive reasonable access to in accordance with  clause 5.15) to implement any aspect of the Transition Plan (to the  extent agreed under this clause 5.5(e)), having regard to the scope,  reasonableness and timing of the relevant steps in the Transition  Plan, the progress of the Transaction and the Scheme at the time  those relevant steps are proposed to be performed and the expected  timeframe for implementation of the Transaction and the Scheme,  unless an exception in clauses 5.15(a)(6) to 5.15(a)(12) (inclusive)  would apply; and  (4) the matters contemplated in clause 5.16 according to the processes  set out in that clause.  (f) The Transaction Implementation Committee will be provided with each monthly  Amatil Group Board Report in the form provided to the Amatil Board in the  ordinary course.   (g) Any information provided to Related Persons of Amatil or CCEP under this  clause 5.5 will be subject to the Confidentiality Deed and their obligations under  this clause 5.5 are subject to the Protocols.  (h) The Transaction Implementation Committee will meet (subject to a quorum of at  least one CCEP representative and one Amatil representative) at least  fortnightly or on such shorter timeframes as Amatil and CCEP may agree up  until the earlier of termination of this deed and the Implementation Date.  





 






            Scheme implementation deed page 20   Meetings may be held using any technology consented to by all members of the  Transaction Implementation Committee.  (i) The members of the Transaction Implementation Committee may agree to invite  other persons to attend meetings of the Transaction Implementation Committee  as observers from time to time (including the parties’ respective legal and  financial advisers).  (j) Nothing in this clause 5.5:  (1) in any way, or to any extent, limits Amatil’s obligations in clause 5.4;  (2) requires Amatil to act at the direction of CCEP or imposes any  obligation on Amatil to conduct the business of the Amatil Group in  accordance with any direction or representation made by CCEP; and  (3) requires any party to act or participate in any forum to the extent that  doing so is contrary to law or the requirements of any Government  Agency.  5.6 Change of control  (a) Amatil must use all reasonable endeavours to procure that, as soon as  practicable following the date of this deed (and, in any event, before the Second  Court Date), each Amatil Group Member has complied with and discharged all  contractual obligations in respect of material contracts of the Amatil Group  notified to Amatil in writing by CCEP at least 10 Business Days before the  Second Court Date requiring such member of the Amatil Group to give notice  to, or to apply for the approval or consent of, a Third Party in connection with  this deed or the transactions contemplated by it (including, for the avoidance of  doubt, in respect of the change in control of Amatil resulting from  implementation of the Scheme).  (b) Amatil must consult with CCEP, and CCEP must provide reasonable assistance  to Amatil, in connection with giving any notice or seeking any approval or  consent under clause 5.6(a), and Amatil must:  (1) keep CCEP informed of any material discussions with any Third Party  in connection with clause 5.6(a);  (2) give CCEP a reasonable opportunity to review drafts of any material  communications to Third Parties in connection with clause 5.6(a) and,  acting reasonably and in good faith, take into account any reasonable  comments provided by CCEP or its Related Persons on such drafts;  and  (3) promptly provide CCEP with copies of all material communications  received from Third Parties in connection with clause 5.6(a),  in each case, unless restricted by law or the relevant contract.  (c) Any notice, approval or consent of a kind referred to in clause 5.6(a) may only  be given or sought by Amatil in a form and on terms approved by CCEP.  (d) CCEP is not permitted to terminate this deed in connection with any breach by  Amatil of this clause 5.6, regardless of its materiality, however any alleged  breach of this clause 5.6 by Amatil may be escalated to the Transaction  Implementation Committee and/or the respective CEOs of the parties (as  relevant) in accordance with clause 5.16, provided that nothing in this clause  5.6 precludes CCEP from terminating this deed for a breach of the Conditions  Precedent in clause 3.1(f) (No Amatil Material Adverse Change) or clause  





 






            Scheme implementation deed page 21   3.1(g) (No Amatil Prescribed Occurrence) in accordance with the provisions of  clause 3.4.   5.7 Non-solicit  (a) From the date of this deed until the earlier of the Implementation Date and 12  months after termination of this deed, CCEP must ensure that neither it, nor any  other CCEP Group Member, any Associate of CCEP, or any Associate of  another CCEP Group Member, other than a TCCC Group Member (each a  CCEP Person), without the prior written consent of Amatil, directly or indirectly  approach any past or existing officer or employee of Amatil or any other Amatil  Group Member separate to that person’s role in the Amatil Group or CCEP  Group post implementation of the Transaction for the purpose of recruiting that  person for employment by a CCEP Person.  (b) Clause 5.7(a) does not apply where a person responds to an advertisement  published by a CCEP Person or any Associate of CCEP that is targeted to a  wide audience of potential applicants.   5.8 TCCC relevant agreements  (a) Amatil and CCEP agree that relevant CCEP Group Members are not permitted  to enter into the Co-Operation and Sale Agreement with relevant TCCC Group  Members for the purpose of the Confidentiality Deed without the prior written  consent of Amatil.  (b) For the purpose of the Confidentiality Deed, Amatil consents to the relevant  CCEP Group Members entering into the Co-Operation and Sale Agreement on  the date of this deed, provided that:   (1) the CCEP Group only acquires the TCCC Shares or any interest in  any TCCC Shares if the Transaction is implemented;  (2) from the date of this deed up to and including the Implementation  Date, CCEP does not, and each relevant CCEP Group Member does  not:    (A) terminate, or materially amend, alter, vary, or otherwise  materially modify, or waive any condition precedent or other  provision in, the Co-Operation and Sale Agreement,  provided that an amendment, alteration, variation or  modification or waiver of any condition precedent or other  provision of the Co-Operation and Sale Agreement which  would result in or permit:   i. any change, variation or modification to the consideration  (including the amount or nature or type of the  consideration) to be paid by a CCEP Group Member to a  TCCC Group Member for the acquisition of any interest in  the relevant TCCC Group Member’s shares in Amatil as  set out in the Co-Operation Letter; or  ii. completion of the Co-Operation and Sale Agreement not  to be conditional on implementation of the Scheme, or to  occur in the absence of or despite the Scheme,   will, in each case, be material; and  (B) enter into, or agree to amend, alter, vary or otherwise modify  (including where such amendment, alternation, variation or  





 






            Scheme implementation deed page 22   modification would take effect after the Implementation Date)  any other agreement, arrangement or understanding  (whether written or oral) with a TCCC Group Member in  connection with the acquisition or disposal, or acquisition  and disposal, by a CCEP Group Member or a TCCC Group  Member of any interest in the securities, assets, businesses  or operations of Amatil or any other Amatil Group Member or  any other commercial or other arrangements related to  Amatil or another Amatil Group Member, any Relevant  Jurisdiction or the performance or conduct of the business of  the Amatil Group (in whole or in part), including in  connection with the TCCC Transaction, provided that this  clause 5.8 does not restrict any CCEP Group Member from  engaging in any arm’s length commercial conversations with  a TCCC Group Member in the ordinary course of business  which are unrelated to the terms of the Transaction,   in each case, without the prior written consent of Amatil.    (c) CCEP must immediately notify Amatil if any amendment, alteration, variation or  modification is made to, the Co-Operation and Sale Agreement, or any  condition precedent or other provision in, the Co-Operation and Sale Agreement  is waived.  5.9 Debt financing arrangements  (a) From the date of this deed up to and including the Implementation Date, CCEP  must notify Amatil promptly and in any event within 3 Business Days:    (1) of any termination of, or amendment, alteration, variation, modification  made to, or waiver of any condition precedent or other provision in,  the Commitment Letter or any other agreement, arrangement or  understanding (whether written or oral) entered into in connection with  the Commitment Letter; and  (2) if a CCEP Group Member enters into any other agreement,  arrangement or understanding (whether written or oral) with, or  receives any commitment or highly confident letter from, any Debt  Financier who is not a party to the Commitment Letter in connection  with the Transaction or the TCCC Transaction,  and any such notice must include all material details of the same or details of  any such amendment, alteration, variation or modification, including a copy of  any new agreement or arrangement or commitment or highly confident letter or  amended, altered, varied or modified agreement, commitment letter or highly  confident letter (as relevant).   (b) At all times between the date of this deed and 8.00am on the Second Court  Date, CCEP must ensure it has a reasonable basis to expect that CCEP Sub  will have available to it sufficient cash amounts (whether from internal cash  reserves or external funding) to satisfy CCEP Sub’s obligations to provide the  Scheme Consideration in accordance with its obligations under this deed, the  Scheme and the Deed Poll and the full required cash consideration to be paid  by the CCEP Group to the TCCC Group for the acquisition of the TCCC Shares  on the Implementation Date pursuant to the Co-Operation and Sale Agreement.   (c) By 8.00am on the Second Court Date, CCEP must ensure CCEP Sub has  available to it on an unconditional basis (other than conditions related to the  Court approval or other procedural matters which, by their nature, can only be  satisfied or performed after the Second Court Date) sufficient cash amounts  





 






            Scheme implementation deed page 23   (whether from internal cash reserves or external funding arrangements) to  satisfy CCEP Sub’s obligations to provide the Scheme Consideration in  accordance with its obligations under this deed, the Scheme and the Deed Poll  and the full required cash consideration to be paid by the CCEP Group to the  TCCC Group for the acquisition of the TCCC Shares on the Implementation  Date pursuant to the Co-Operation and Sale Agreement.   (d) Notwithstanding anything to the contrary contained in this deed but provided  CCEP complies with clause 5.9(a), the Commitment Letter may be superseded  at the option of CCEP after the date of this deed but prior to the Implementation  Date by debt instruments (the Replacement Financing Letters) that replace  the existing Commitment Letter and/or contemplate co-investment by or  financing from one or more debt financing sources or other or additional parties,  provided that:  (1) the terms of any Replacement Financing Letter shall not reduce the  aggregate amount of the Debt Financing below an amount necessary,  having regard to CCEP’s available cash reserves, to fund the  aggregate Scheme Consideration payable for all the Scheme Shares  and the full required cash consideration to be paid by the CCEP  Group to the TCCC Group for the acquisition of the TCCC Shares on  the Implementation Date pursuant to the Co-Operation and Sale  Agreement or expand upon or amend the conditions precedent to the  Debt Financing as set forth in the Commitment Letter; and  (2) neither the arrangement or negotiation of any Replacement Financing  Letters nor the terms thereof delay the Implementation Date.  (e) For the purposes of this deed the references to “Debt Financing” mean the  financing contemplated by the Commitment Letter, any Replacement Financing  Letters and any refinancing contemplated in connection with the Transaction as  permitted by this clause 5.9 to be amended, modified or replaced.  5.10 Financing cooperation  (a) During the period from the date of this deed to the earlier of the Implementation  Date and the termination of this deed in accordance with its terms:  (1) the Amatil Group entities shall use reasonable endeavours to furnish  at least 10 Business Days prior to the Implementation Date all  documentation and other information, to the extent not provided in the  Disclosure Materials and Additional Due Diligence Materials, with  respect to the Amatil Group entities required by bank regulatory  authorities under applicable “know-your-customer” and anti-money  laundering rules and regulations, including the Patriot Act, as required  to satisfy the conditions in the Debt Documents provided that all  relevant documentation and other information required under this  paragraph has been requested in writing at least 20 Business Days  prior to the date it is required to be furnished, such request which  must include reasonable details of the basis for which the information  is required; and  (2) the Amatil Group entities shall use reasonable efforts to provide, and  shall use reasonable efforts to cause the respective directors,  managers, officers, employees and other representatives of the Amatil  Group entities to provide, in each case in a timely manner, reasonable  cooperation and assistance to CCEP in connection with the  arrangement of the Debt Financing that is customary for a financing of  such type, including, as requested, using reasonable efforts to:  





 






            Scheme implementation deed page 24   (A) make appropriate officers and employees available for  participation in a reasonable number of meetings, due  diligence sessions, presentations, and sessions with ratings  agencies and prospective financings sources at mutually  convenient times;  (B) respond to information requests from CCEP reasonably  required for the preparation of offering documents in respect  of the Debt Financing;  (C) respond to information requests reasonably required for  procuring a credit rating for the relevant borrower under the  financing and/or the debt facilities which constitute all or part  of the Debt Financing; and  (D) assist with the issue of any prepayment notices (and related  payoff letters, security releases and other documents) in  relation to existing debt facilities and closing out hedging  arrangements provided that the issue of any prepayment  notices and related documents or closing out of hedging  arrangements will not be detrimental to the Amatil Group in  the event the Transaction does not proceed.  (3) CCEP must indemnify Amatil (in its own right and separately as  trustee or nominee for each Amatil Indemnified Party) and each of the  Amatil Indemnified Parties against any claim, action, damage, loss,  liability, cost, expense or payment, of whatever nature and however  arising, suffered or incurred by any of them in connection with any  Debt Financing and any information utilised in connection with any  Debt Financing. No Amatil Group Member or Amatil Indemnified Party  will be required to execute, credit agreements, pledge or security  documents or legal opinions, certificates or other documents in  connection with the Debt Financing (other than authorization letters as  contemplated by the Debt Commitment).  (4) CCEP agrees to reimburse Amatil for its costs and expenses incurred  as a result of complying with its obligations under this clause 5.10.  Notwithstanding anything to the contrary in this clause 5.10, nothing  herein shall require such assistance or cooperation to the extent:   (A) it would, or could be reasonably expected to, cause any  Condition to not be satisfied;  (B) it would, or could be reasonably expected to, cause a breach  of this deed;  (C) Amatil has received an actual, proposed or potential  Competing Proposal;  (D) it would, or could be reasonably expected to, unreasonably  interfere with the ongoing business or operations of Amatil  and Amatil shall receive reasonable advance notice of any  requested assistance or cooperation; or  (E) a carve-out in clauses 5.15(a)(6) to 5.15(a)(12) (inclusive)  would apply as if such clauses applied to this clause.  (b) CCEP is not permitted to terminate this deed in connection with any breach by  Amatil of this clause 5.10, regardless of its materiality, however any alleged  breach of this clause 5.10 by Amatil may be escalated to the Transaction  Implementation Committee and/or the respective CEOs of the parties (as  relevant) in accordance with clause 5.16, provided that nothing in this clause  





 






            Scheme implementation deed page 25   5.16(c) precludes CCEP from terminating this deed for a breach of the  Conditions Precedent in clause 3.1(f) (No Amatil Material Adverse Change) or  clause 3.1(g) (No Amatil Prescribed Occurrence) in accordance with the  provisions of clause 3.4.   5.11 Appointment of directors   Amatil must, as soon as practicable on the Implementation Date, after the Scheme  Consideration has been despatched to Scheme Shareholders in accordance with the  terms of the Scheme, take all actions necessary to:   (a) cause the appointment of the nominees of CCEP, as notified to Amatil in writing  no less than 5 Business Days prior to the Implementation Date, to the Amatil  Board, in accordance with the constitution of Amatil; and  (b) ensure that all directors on the Amatil Board, other than the directors on the  Amatil Board nominated by TCCC and the CCEP nominees resign, in  accordance with the constitution of Amatil; and  (c) ensure that all directors on the boards of each other Amatil Group Member who  are Amatil Directors; and any other directors on the boards of each other Amatil  Group Member who are not Amatil Directors notified by CCEP to Amatil in  writing no less than 10 Business Days prior to the Implementation Date resign  and to cause the appointment of such nominees of CCEP as are notified to  Amatil in writing no less than 10 Business Days prior to the Implementation  Date to those boards, in each case in accordance with the constitution or other  constituent documents of the relevant other Amatil Group Member.   5.12 Amatil Related Party Committee and Amatil Group Managing Director  recommendation  (a) Amatil must use its best endeavours to procure that, subject to clause 5.12(b),  the Amatil Related Party Committee Members unanimously recommend, and  that the Amatil Group Managing Director recommends, that Amatil  Shareholders (other than Excluded Shareholders) vote in favour of the Scheme  at the Scheme Meeting in the absence of a Superior Proposal and subject to  the Independent Expert concluding in the Independent Expert’s Report (and  continuing to conclude) that the Scheme is fair and reasonable and in the best  interests of Amatil Shareholders (other than Excluded Shareholders), and that  the Scheme Booklet includes a statement by the Amatil Related Party  Committee and Amatil Group Managing Director to that effect.   (b) Subject to clause 5.12(e), Amatil must use its best endeavours to procure that  the members of the Amatil Related Party Committee collectively and individually  do not, and the Amatil Group Managing Director does not, adversely change,  withdraw or adversely modify its, his or her recommendation to vote in favour of  the Scheme in the manner described in clause 5.12(a) unless:  (1) the Independent Expert provides a report to Amatil (including either  the Independent Expert’s Report or any update of, or any revision,  amendment or supplement to, that report) that concludes that the  Scheme is not fair and reasonable and/or not in the best interests of  Amatil Shareholders (other than Excluded Shareholders);   (2) Amatil has received a Superior Proposal; or  (3) the adverse change, withdrawal or adverse modification occurs  because of a requirement or request by a court or Government  Agency that one or more Amatil Related Committee Members or the  





 






            Scheme implementation deed page 26   Amatil Group Managing Director abstain from making a  recommendation that Amatil Shareholders (other than Excluded  Shareholders) vote in favour of the Scheme after the date of this  deed.  (c) For the purposes of clause 5.12(b), customary qualifications and explanations  contained in the Scheme Booklet and any public announcements in relation to a  recommendation to vote in favour of the Scheme to the effect that the  recommendation is made:  (1) in the absence of a Superior Proposal;  (2) in respect of any public announcement issued before the issue of the  Scheme Booklet, ‘subject to the Independent Expert concluding in the  Independent Expert’s Report (and continuing to conclude) that the  Scheme is fair and reasonable and in the best interests of Amatil  Shareholders (other than Excluded Shareholders)’; and  (3) in respect of the Scheme Booklet and any public announcements  issued at the time of or after the issue of the Scheme Booklet, ‘subject  to the Independent Expert continuing to conclude that the Scheme is  fair and reasonable and in the best interest of Amatil Shareholders  (other than Excluded Shareholders)’,  will not be regarded as a failure to make, or an adverse change, withdrawal or  adverse modification of, a recommendation in favour of the Scheme.  (d) Despite anything to the contrary in this clause 5.12, a statement made by Amatil  or the Amatil Related Party Committee (collectively), a member of the Amatil  Related Party Committee, and/or the Amatil Group Managing Director to the  effect that no action should be taken by Amatil Shareholders pending the  assessment of a Competing Proposal by the Amatil Related Party Committee  shall not contravene this clause 5.12.  (e) For the avoidance of doubt, nothing in this clause 5.12 requires Amatil or any  Amatil Related Party Committee Member or the Amatil Group Managing  Director to take any action or refrain from taking any action which would  constitute a breach of the fiduciary or statutory duties of the Related Party  Committee Member or the Amatil Group Managing Director.  5.13 Conduct of Court proceedings  (a) Amatil and CCEP are entitled to separate representation at all Court  proceedings affecting the Transaction.  (b) This deed does not give Amatil (on the one hand), or CCEP or CCEP Sub (on  the other hand) any right or power to give undertakings to the Court for or on  behalf of the CCEP or CCEP Sub (in the case of Amatil) or Amatil (in the case  of CCEP or CCEP Sub) without that party’s written consent.  (c) Each of Amatil, CCEP and CCEP Sub, must give all undertakings to the Court  in all Court proceedings which are reasonably required to obtain Court approval  and confirmation of the Transaction as contemplated by this deed.  5.14 Scheme Booklet content and responsibility statements  (a) The Scheme Booklet will contain a responsibility statement to the effect that:  (1) CCEP is responsible for the CCEP Information contained in the  Scheme Booklet; and  





 






            Scheme implementation deed page 27   (2) Amatil is responsible for the Amatil Information contained in the  Scheme Booklet.  (b) If Amatil and CCEP disagree on the form or content of the Scheme Booklet,  they must consult in good faith to try to settle an agreed form of the Scheme  Booklet.  (c) If after 5 Business Days of consultation under clause 5.14(b), Amatil and CCEP  are unable to agree on the form or content of the Scheme Booklet:  (1) where the determination relates to CCEP Information, CCEP will  make the final determination as to the form and content of the CCEP  Information; and  (2) in any other case, Amatil will make the final determination as to the  form and content of the Scheme Booklet.   5.15 Access to information and management  (a) Amatil must procure that CCEP, other CCEP Group Members reasonably  requested in writing to Amatil by CCEP, and a reasonable number of their  respective representatives (in accordance with the terms of the Confidentiality  Deed) are given reasonable access to:  (1) the due diligence information agreed in writing between the parties on  the date of this deed (Additional Due Diligence Materials) as soon  as practicable following the date of this deed and then for a 4 week  period commencing on the date that a reasonably sufficient amount of  Additional Due Diligence Materials are first provided;   (2) at any time between the date of this deed and the Implementation  Date, the relevant members of Amatil’s Group Leadership Team who  are members of the Transaction Implementation Committee at  meetings of that committee, and the monthly Amatil Group Board  Report in the form provided to the Amatil Board in the ordinary course;  and  (3) any information or Amatil Group personnel agreed by the Transaction  Implementation Committee in accordance with clause 5.5(e)(3),  for the sole purposes of:   (4) in the case of clauses 5.15(a)(1) and 5.15(a)(2):  (A) implementation of the Scheme (including seeking and  obtaining any necessary approvals, consents or waivers);  and  (B) the CCEP Group developing and implementing plans for the  transition of the businesses of the Amatil Group to the CCEP  Group, and the carrying on of the businesses of the Amatil  Group, following implementation of the Scheme; or  (5) in the case of clause 5.15(a)(3), implementation of any aspect of the  Transition Plan agreed by the Transaction Implementation Committee  in accordance with clause 5.5,  and provided that:   (6) nothing in this clause 5.15 will require Amatil to provide, or procure the  provision of, information concerning or in connection with:  





 






            Scheme implementation deed page 28   (A) any Amatil Director’s, the Amatil Board’s (or any sub- committee of the Amatil Board’s, including the Amatil  Related Party Committee’s) and management’s (including  the Amatil Group Managing Director’s) (a Relevant Person)  consideration of the Scheme or any proposal by CCEP at  any time in relation to the acquisition of an interest in Amatil  Shares, including any information or discussions in  connection with such considerations, including which relates  to, or with, a TCCC Group Member or its representatives; or   (B) any actual, proposed or potential Competing Proposal  (including the a Relevant Person’s consideration of any  actual, proposed or potential Competing Proposal, including  any information or discussions in connection with such  considerations, including which relates to, or with, a TCCC  Group Member or its representatives);  (7) providing or procuring the provision of information pursuant to this  clause 5.15 must not result in unreasonable disruptions to, or  interference with, the Amatil Group’s business;  (8) CCEP must, and must procure that its representatives and each other  CCEP Group Member and their respective representatives, keep all  information obtained by it or them as a result of this clause 5.15  confidential in accordance with the terms of the Confidentiality Deed;  (9) nothing in this clause 5.15 gives CCEP or any other CCEP Group  member any rights as to the decision making of any Amatil Group  Member or its business;  (10) Amatil may provide to CCEP its records at a place other than Amatil’s  business premises (to the extent relevant);   (11) nothing in this clause 5.15 will require Amatil to provide, or procure the  provision of, information concerning the Amatil Group’s business that  is, in the reasonable opinion of Amatil, commercially sensitive,  including any specific pricing and margin information or customer  details, or which is otherwise inconsistent with the Protocols; and   (12) nothing in this clause 5.15 will require Amatil to provide, or procure the  provision of, information if to do so would or would be reasonably  likely to:  (A) breach any confidentiality obligation owed to a third party or  any applicable law, regulatory requirement, authorisation or  court order; or  (B) result in a waiver of legal professional privilege.  (b) CCEP is not permitted to terminate this deed in connection with any breach by  Amatil of this clause 5.15, regardless of its materiality, however any alleged  breach of this clause 5.15 by Amatil may be escalated to the Transaction  Implementation Committee and/or the respective CEOs of the parties (as  relevant) in accordance with clause 5.16. provided that nothing in this clause  5.15 precludes CCEP from terminating this deed for a breach of the Conditions  Precedent in clause 3.1(f) (No Amatil Material Adverse Change) or clause  3.1(g) (No Amatil Prescribed Occurrence) in accordance with the provisions of  clause 3.4.    





 






            Scheme implementation deed page 29   5.16 Escalation procedure  (a) If CCEP believes that there has been a breach by Amatil of a Material Conduct  of Business Provision at any time before the earlier of termination of this deed  and the Implementation Date, CCEP may give written notice to Amatil setting  out the relevant circumstances of the alleged breach within 5 Business Days of  becoming aware of such breach.  (b) If CCEP provides a notice under clause 5.16(a) in accordance with that clause:   (1)  the alleged breach must be referred to the Transaction  Implementation Committee which must discuss in good faith for a  period of at least 7 days commencing from the date of the next  Transaction Implementation Committee meeting whether a breach  has in fact occurred and, if so, whether appropriate remedies can or  should be agreed to be implemented within a period agreed by the  Transaction Implementation Committee (acting reasonably);   (2)  if the Transaction Implementation Committee is not able to agree any  of the matters referred to in clause 5.16(b)(1) within the period  referred to in clause 5.16(b)(1), such matters must be escalated to the  respective CEOs of the parties, who must discuss in good faith  whether or not agreement can be reached, and where relevant,  whether a breach has occurred and, if so, a plan to remedy the  breach, for a period of 3 Business Days after such escalation to the  parties’ respective CEOs; and  (3) Amatil must use reasonable endeavours to take or not take any action  agreed by the Transaction Implementation Committee or between the  respective CEOs (as applicable) within the time agreed (to the extent  not already remedied).  (c) CCEP is not permitted to terminate this deed in connection with any breach of a  Material Conduct of Business Provision in any circumstances whatsoever,  regardless of its materiality and/or whether:   (1) the Transaction Implementation Committee or the respective CEOs of  the parties are able to reach agreement on any of the matters  contemplated by clause 5.16(b)(1) and 5.16(b)(2); or  (2) Amatil or another Amatil Group Member is able to remedy or does in  fact remedy any relevant alleged or actual breach of a Material  Conduct of Business Provision as contemplated by clause 5.16(b)(3),  provided that nothing in this clause 5.16(c) precludes CCEP from terminating  this deed for a breach of the Conditions Precedent in clause 3.1(f) (No Amatil  Material Adverse Change) or clause 3.1(g) (No Amatil Prescribed Occurrence)  in accordance with the provisions of clause 3.4.   6 Representations and warranties  6.1 CCEP’s representations and warranties  CCEP represents and warrants to Amatil (in its own right and separately as trustee or  nominee for each of the other Amatil Indemnified Parties) each of the CCEP  Representations and Warranties.  





 






            Scheme implementation deed page 30   6.2 CCEP’s indemnity  CCEP agrees with Amatil (in its own right and separately as trustee or nominee for each  of the other Amatil Indemnified Parties) to indemnify Amatil and each of the Amatil  Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or  payment of whatever nature and however arising that Amatil or any of the other Amatil  Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the  CCEP Representations and Warranties.   6.3 Amatil’s representations and warranties  Amatil represents and warrants to CCEP (in its own right and separately as trustee or  nominee for each of the other CCEP Indemnified Parties) each of the Amatil  Representations and Warranties.  6.4 Amatil’s indemnity  Amatil agrees with CCEP (in its own right and separately as trustee or nominee for each  of the other CCEP Indemnified Parties) to indemnify CCEP and each of the CCEP  Indemnified Parties from any claim, action, damage, loss, liability, cost, expense or  payment of whatever nature and however arising that CCEP or any of the other CCEP  Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the  Amatil Representations and Warranties.   6.5 Qualifications on Amatil’s representations, warranties and  indemnities  The Amatil Representations and Warranties made or given in clause 6.3 and the  indemnity in clause 6.4, are each subject to matters that:  (a) have been Fairly Disclosed in:   (1) the Disclosure Materials;   (2) the Additional Due Diligence Materials; or  (3) an announcement made by Amatil or an Amatil Group Member to a  Relevant Exchange, or a publicly available document lodged by Amatil  or a Subsidiary of Amatil with any Government Agency in a Relevant  Jurisdiction (including ASIC), in each case prior to the date of this  deed, or which would be disclosed in a search of ASIC records or the  PPS Register (or equivalent records or registers in another Relevant  Jurisdiction), announcements made to a Relevant Exchange or the  public records maintained by any court in a Relevant Jurisdiction, in  relation to Amatil or a Subsidiary of Amatil (as relevant), in each case  prior to the date of this deed;  in each case, other than matters arising after the date of this deed or of which  Amatil and CCEP were not aware before the date of this deed;  (b) are contemplated, required or expressly permitted by this deed or the Scheme;   (c) are required by any applicable law, regulation, accounting standards or  principles, contract (provided the contract was entered into prior to the date of  this deed or was permitted by this deed) or by a Government Agency; or  (d) are within the actual knowledge of a CCEP Group Member as at the date of this  deed.   





 






            Scheme implementation deed page 31   6.6 Survival of representations and warranties  Each representation and warranty in clauses 6.1 and 6.3:  (a) is severable;  (b) survives the termination of this deed; and  (c) is given with the intention that liability under it is not confined to breaches that  are discovered before the date of termination of this deed.  6.7 Survival of indemnities  Each indemnity in this deed (including those in clauses 6.2 and 6.4):  (a) is severable;  (b) is a continuing obligation;  (c) constitutes a separate and independent obligation of the party giving the  indemnity from any other obligations of that party under this deed; and  (d) survives the termination of this deed.  6.8 Timing of representations and warranties  (a) Each representation and warranty made or given under clauses 6.1 (other than  the CCEP Representations and Warranties in clauses (k), (l), (m), (n), (q), (r),  (s), (t) and (u) of Schedule 3) or 6.3 is given:   (1) at the date of this deed; and   (2) at 8.00am on the Second Court Date,  unless that representation or warranty is expressed to be given at a particular  time, in which case it is given at that time.  (b) Each CCEP Representation and Warranty in clauses (k), (l), (m), (n), (q), (r),  (s), (t) and (u) of Schedule 3 is given at the date of this deed and repeated  continuously thereafter until and including the Implementation Date.  6.9 No representation or reliance  (a) Each party acknowledges that no party (nor any person acting on its behalf) has  made any representation or other inducement to it to enter into this deed,  except for representations or inducements expressly set out in this deed and (to  the maximum extent permitted by law) all other representations, warranties and  conditions implied by statute or otherwise in relation to any matter relating to  this deed, the circumstances surrounding the parties’ entry into it and the  transactions contemplated by it are expressly excluded.  (b) Each party acknowledges and confirms that it does not enter into this deed in  reliance on any representation or other inducement by or on behalf of any other  party, except for any representation or inducement expressly set out in this  deed.  





 






            Scheme implementation deed page 32   7 Releases  7.1 Amatil and Amatil directors and officers  (a) CCEP and CCEP Sub each agree with Amatil (in its own right and separately as  trustee or nominee for each other Amatil Indemnified Party) that CCEP and  CCEP Sub:  (1) each release their rights; and   (2) will not make, and that after the Implementation Date will procure that  each Amatil Group Member does not make, any claim,   against any Amatil Indemnified Party (other than Amatil and its Related Bodies  Corporate) as at the date of this deed and from time to time in connection with:  (3) Amatil’s execution or delivery of this deed;  (4) any breach of any representations, covenants, warranties and  obligations of Amatil or any other Amatil Group Member in this deed;   (5) the implementation of the Scheme and/or the TCCC Transaction;  (6) any disclosures containing any statement which is false or misleading  whether in content or by omission in connection with the Scheme; or  (7) any failure to provide information in connection with the Scheme,  whether current or future, known or unknown, arising at common law, in equity,  under statute or otherwise, except where the Amatil Indemnified Party has  engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of  doubt, nothing in this clause 7.1(a) limits CCEP’s rights to terminate this deed  under clause 12.  (b) Clause 7.1(a) is subject to any Corporations Act restriction and will be read  down accordingly.   (c) Amatil receives and holds the benefit of this clause 7.1 to the extent it relates to  each Amatil Indemnified Party as trustee for each of them.  7.2 CCEP and CCEP directors and officers  (a) Amatil agrees with each of CCEP and CCEP Sub (in its own right and  separately as trustee or nominee for each other CCEP Indemnified Party) that  it:  (1) releases its rights; and   (2) will not make any Claim,  against any CCEP Indemnified Party (other than CCEP, CCEP Sub and its  Related Bodies Corporate) as at the date of this deed and from time to time in  connection with:  (3) CCEP’s execution or delivery of this deed;  (4) any breach of any representations, covenants, warranties and  obligations of CCEP or any other CCEP Group Member in this deed;   (5) the implementation of the Scheme and/or the TCCC Transaction;  (6) any disclosures containing any statement which is false or misleading  whether in content or by omission in connection with the Scheme; or  





 






            Scheme implementation deed page 33   (7) any failure to provide information in connection with the Scheme,  whether current or future, known or unknown, arising at common law, in equity,  under statute or otherwise, except where the CCEP Indemnified Party has  engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of  doubt, nothing in this clause 7.2(a) limits Amatil’s rights to terminate this deed  under clause 12.  (b) Clause 7.2(a) is subject to any Corporations Act restriction and will be read  down accordingly.   (c) CCEP receives and holds the benefit of this clause 7.2 to the extent it relates to  each CCEP Indemnified Party as trustee for each of them.  7.3 Deeds of indemnity and insurance  (a) Subject to the Scheme becoming Effective and the Transaction completing,  CCEP undertakes in favour of Amatil and each other Amatil Indemnified Party  that it will:   (1) for a period of seven years from the Implementation Date, ensure that  the constitutions of Amatil and each other Amatil Group Member  continue to contain such rules as are contained in those constitutions  at the date of this deed that provide for each company to indemnify  each of its directors and officers against any liability incurred by that  person in his or her capacity as a director or officer of the company to  any person other than an Amatil Group Member; and  (2) procure that Amatil and each other Amatil Group Member complies  with any deeds of indemnity, access and insurance made by them in  favour of their respective directors and officers from time to time and,  without limiting the foregoing, ensure that directors’ and officers’ run- off insurance cover for such directors and officers is maintained for a  period of seven years from the retirement date of each director and  officer (and Amatil may, at its election, pay any amounts necessary to  ensure such maintenance upfront prior to the implementation of the  Scheme).  (b) CCEP acknowledges that notwithstanding any other provision of this deed,  Amatil may, prior to the Implementation Date, enter into arrangements to secure  directors and officers run-off insurance for up to such seven year period referred  to in 7.3(a)(2), and that any actions to facilitate that insurance or in connection  with such insurance will not be an Amatil Material Adverse Change, an Amatil  Prescribed Occurrence or an Amatil Regulated Event or a breach of any  provision of this deed, or give rise to any right to terminate this deed, and will be  disregarded when assessing the operation of any other part of this deed.  (c) The undertakings contained in clause 7.3 are subject to any Corporations Act  restriction and will be read down accordingly.   (d) Amatil receives and holds the benefit of clause 7.3, to the extent it relates to the  other Amatil Indemnified Parties, as trustee for each of them.   





 






            Scheme implementation deed page 34   8 Public announcement  8.1 Announcement of the Transaction  Immediately after the execution of this deed, Amatil and CCEP must issue public  announcements in a form agreed in writing between them.   8.2 Public announcements  Subject to clause 8.3, a party may not make a public announcement or public disclosure  of the Transaction or any other transaction the subject of this deed or the Scheme, unless  that party has first provided the other party with a copy of the draft announcement, has  consulted with the other party in good faith as to, and has given the other party a  reasonable opportunity to comment on, the form and content of that announcement, and  has taken into account any reasonable comments made by that other party.   For the  avoidance of doubt, this clause 8.2 does not apply to any announcement or disclosure in  connection with an actual, proposed or potential Competing Proposal.    8.3 Required disclosure   (a) Despite any provision of the Confidentiality Deed or clause 8.2, where a party is  required by applicable Law (as defined in the Confidentiality Deed) or the Listing  Rules to make any announcement or to make any disclosure in connection with  the Transaction, the TCCC Transaction or any other transaction the subject of  this deed or the Scheme (excluding any Law (as defined in the Confidentiality  Deed) or Listing Rule which arises or operates as a result of any action taken by  CCEP or its Associates (as defined in the Confidentiality Deed) other than any  action which is consistent with and permitted by clause 21 of the Confidentiality  Deed), it may do so despite clause 8.2.   (b) Despite any provision of the Confidentiality Deed, before any disclosure is made  in reliance on clause 8.3(a), to the extent reasonably practicable and permitted  by the relevant Law:   (1) the party required to make the disclosure (Disclosing Party) must  use best endeavours to notify the other party as soon as reasonably  practicable after it becomes aware that disclosure is required; and  (2) the Disclosing Party must use best endeavours to give the other party  an opportunity to comment on the proposed form of the disclosure and  amend any factual inaccuracy, and consider in good faith any other  comments of the other party on the form of the disclosure,  other than where such disclosure relates to, or is in connection with, an actual,  potential or proposed Competing Proposal.  9 Confidentiality  Amatil and CCEP acknowledge and agree that they continue to be bound by the  Confidentiality Deed after the date of this deed. The rights and obligations of Amatil and  CCEP under the Confidentiality Deed survive termination of this deed.  





 






            Scheme implementation deed page 35   10 No talk  10.1 No talk obligation  During the No Talk Period, Amatil must not, and must ensure that each of its Related  Persons (other than any directors of Amatil nominated by a TCCC Group Member) do  not, subject to clause 10.2:   (a) participate in any negotiations or discussions with respect to; or  (b) negotiate or enter into,   any agreement, arrangement or understanding regarding a Competing Proposal.  10.2 Fiduciary exception  Clause 10.1 does not prohibit or restrict any action or inaction by Amatil or any of its  Related Persons if compliance with that clause would, in the opinion of the Amatil Related  Party Committee, after receiving legal advice from its external legal advisers, constitute,  or would be likely to, would be reasonably expected to, or could be reasonably  considered to, constitute, a breach of any of the fiduciary or statutory duties of the Amatil  Related Party Committee Members.  10.3 Compliance with law  (a) If it is finally determined by a court, or the Takeovers Panel, that the agreement  by the parties under this clause 10 or any part of it:  (1) constituted, or constitutes, or would constitute, a breach of the  fiduciary or statutory duties of the Amatil Related Party Committee;   (2) constituted, or constitutes, or would constitute, ‘unacceptable  circumstances’ within the meaning of the Corporations Act; or  (3) was, or is, or would be, unlawful for any other reason,  then, to that extent (and only to that extent) Amatil will not be obliged to comply  with that provision of clause 10.   (b) The parties must not make or cause or permit to be made, any application to a  court or the Takeovers Panel for or in relation to a determination referred to in  this clause 10.3.  10.4 Usual provision of information  Nothing in this clause 10 prevents Amatil from:  (a) providing any information to its Related Persons;   (b) providing any information to any Government Agency;   (c) providing any information required to be provided by any applicable law,  including to satisfy its obligations under the Listing Rules or to any Government  Agency;   (d) providing any information to its auditors, customers, financiers, joint venturers,  suppliers, contractual counterparties, brand partners or shareholders; and  (e) making presentations to, or responding to enquiries from, brokers, portfolio  investors, analysts and other third parties, and engaging with financiers and  





 






            Scheme implementation deed page 36   potential financiers, or promoting the merits of the Transaction and/or the TCCC  Transaction.  11 Reimbursement Fee  11.1 Background to Reimbursement Fee  (a) CCEP and Amatil acknowledge that, if they enter into this deed and the  Transaction is subsequently not implemented, CCEP will incur significant costs,  including those set out in clause 11.4.  (b) In the circumstances referred to in clause 11.1(a), CCEP has requested that  provision be made for the payments outlined in clause 11.2, without which  CCEP would not have entered into this deed or otherwise agreed to implement  the Scheme.  (c) Amatil confirms that the Amatil Related Party Committee has acknowledged,  having taken advice from its external legal advisers, that it believes the  implementation of the Scheme will provide benefits to Amatil and that it is  appropriate for Amatil to agree to the payments referred to in clause 11.2 in  order to secure CCEP’s participation in the Transaction.  11.2 Reimbursement Fee triggers  Subject to this clause 11, Amatil must pay the Reimbursement Fee to CCEP if:   (a) during the No Talk Period, a majority of the Non-TCCC Amatil Directors:  (1) fail to recommend the Scheme in the manner described in clause  5.12(a);  (2) withdraw, adversely change or adversely modify their  recommendation that Amatil Shareholders (other than Excluded  Shareholders) vote in favour of the Scheme in the manner described  in clause 5.12(a); or  (3) make a public statement indicating that they no longer recommend the  Transaction or recommend that Amatil Shareholders (other than  Excluded Shareholders) accept or vote in favour of a Competing  Proposal of any kind that is announced (whether or not such proposal  is stated to be subject to any pre-conditions),   in each case provided that CCEP has terminated this deed in accordance with  clause 12, and unless:  (4) the Independent Expert concludes in the Independent Expert’s Report  (or any update of, or revision, amendment or supplement to, that  report) that the Scheme is not fair and reasonable and/or not in the  best interests of Amatil Shareholders (other than Excluded  Shareholders) (except where that conclusion is due wholly or partly to  the existence, announcement or publication of a Competing  Proposal);   (5) the failure to recommend, or the adverse change, withdrawal or  adverse modification of a recommendation to vote in favour of the  Scheme occurs because of a requirement or request by a court or  Government Agency that one or more Non-TCCC Amatil Directors  abstain from making a recommendation that Amatil Shareholders  





 






            Scheme implementation deed page 37   (other than Excluded Shareholders) vote in favour of the Scheme after  the date of this deed; or  (6) Amatil is entitled to terminate this deed pursuant to clause 12.1(a) or  12.2(b), and has given the appropriate termination notice to CCEP,   provided that, for the avoidance of doubt, a statement made by Amatil or the  Amatil Related Party Committee (collectively), a member of the Amatil Related  Party Committee and/or the Amatil Group Managing Director to the effect that  no action should be taken by Amatil Shareholders pending the assessment of a  Competing Proposal by the Amatil Related Party Committee will not require  Amatil to pay the Reimbursement Fee to CCEP;  (b) a Competing Proposal of any kind is announced prior to the date of the Scheme  Meeting (whether or not such proposal is stated to be subject to any pre- conditions) and, prior to or within 6 months of the termination of this deed, the  Competing Bidder or any Associate of that Competing Bidder completes a  Competing Proposal of the kind referred to in any of paragraphs 2, 3 or 4 of the  definition of Competing Proposal; or  (c) CCEP has terminated this deed pursuant to clauses 12.1(a)(1) or 12.2(a) and  the Transaction does not complete.  For the avoidance of doubt and despite any other provision of this deed, the  Reimbursement Fee will not be payable if this deed is terminated in the circumstances  set out in, or in accordance with, clause 3.4 because any Condition Precedent is not  satisfied or waived (including any Regulatory Approval) in accordance with clause 3  (except to avoid doubt, where a fee is payable because an event in clauses 11.2(a)(1),  11.2(a)(2), or 11.2(a)(3) has occurred, CCEP has terminated this deed in accordance  with clause 12 and the Independent Expert has concluded that the Scheme is not fair and  reasonable and/or in the best interests of Amatil Shareholders (other than Excluded  Shareholders) due wholly or partly to the existence, announcement or publication of a  Competing Proposal).   11.3 Payment of Reimbursement Fee  (a) A demand by CCEP for payment of the Reimbursement Fee under clause 11.2  must:  (1) be in writing;  (2) be made after the occurrence of the event in that clause giving rise to  the right to payment and termination of this deed;  (3) state the circumstances which give rise to the demand; and  (4) nominate an account in the name of CCEP into which Amatil is to pay  the Reimbursement Fee.   (b) Amatil must pay the Reimbursement Fee into the account nominated by CCEP,  without set-off or withholding, within 20 Business Days after receiving a demand  for payment where CCEP is entitled under clause 11.2 to the Reimbursement  Fee.  11.4 Basis of Reimbursement Fee  The Reimbursement Fee has been calculated to reimburse CCEP for costs including the  following:  (a) fees for legal, financial and other professional advice in planning and  implementing the Transaction (excluding success fees);  





 






            Scheme implementation deed page 38   (b) reasonable opportunity costs incurred in engaging in the Transaction or in not  engaging in other alternative acquisitions or strategic initiatives;  (c) costs of management and directors’ time in planning and implementing the  Transaction; and  (d) out of pocket expenses incurred by CCEP and CCEP’s employees, advisers  and agents in planning and implementing the Transaction,  and Amatil and CCEP agree that:  (e) the costs actually incurred by CCEP will be of such a nature that they cannot all  be accurately ascertained; and  (f) the Reimbursement Fee is a genuine and reasonable pre-estimate of those  costs.  11.5 Compliance with law  (a) This clause 11 does not impose an obligation on Amatil to pay the  Reimbursement Fee to the extent (and only to the extent) that the obligation to  pay the Reimbursement Fee:  (1) is declared by the Takeovers Panel to constitute ‘unacceptable  circumstances’; or  (2) is determined to be unenforceable or unlawful (including by virtue of it  being a breach of the fiduciary or statutory duties of any Amatil  Director) by a court,  and CCEP will refund to Amatil within 5 Business Days any amount in excess of  its obligation under this clause that Amatil has already paid to CCEP when that  declaration or determination is made (unless otherwise required by the  Takeovers Panel or a court). For the avoidance of doubt, any part of the  Reimbursement Fee that would not constitute unacceptable circumstances or  that is not unenforceable or unlawful (as applicable) must be paid by Amatil.  (b) CCEP and Amatil must not make or cause or permit to be made, any  application to the Takeovers Panel or a court for or in relation to a declaration or  determination referred to in clause 11.5(a).  11.6 Reimbursement Fee payable only once  Where the Reimbursement Fee becomes payable to CCEP under clause 11.2 and is  actually paid to CCEP, CCEP cannot make any claim against Amatil for payment of any  subsequent Reimbursement Fee.  11.7 Other Claims  Despite anything to the contrary in this deed, the maximum aggregate liability of Amatil  for any claims under this deed is the Reimbursement Fee and in no event will the  aggregate liability of Amatil for Claims under this deed and in connection with the  Transaction, the Scheme or the TCCC Transaction exceed the Reimbursement Fee.   11.8 No Reimbursement Fee in certain circumstances  Despite anything to the contrary in this deed, the Reimbursement Fee will not be payable  to CCEP if:   (a) the Scheme becomes Effective; or  





 






            Scheme implementation deed page 39   (b) prior to or at the time that the Reimbursement Fee becomes payable under  clause 11.2, Amatil was entitled to terminate this deed under clauses 12.1(a)(1)  or 12.2(b), and has given the appropriate termination notice to CCEP,  notwithstanding the occurrence of any event in clause 11.2 and, if any amount or part of  the Reimbursement Fee has already been paid it must be refunded by CCEP:   (c) where clause 11.8(a) applies, within 5 Business Days after the Scheme  becomes Effective; or   (d) where clause 11.8(c) applies, within 3 Business Days after the date Amatil  notifies CCEP that, at the time that the Reimbursement Fee became payable  under clause 11.2, Amatil was entitled to terminate this deed under clauses  12.1(a)(1) or 12.2(b).  12 Termination  12.1 Termination  (a) Either CCEP or Amatil may terminate this deed by written notice to the other  party:  (1) other than in respect of a breach of either:   (A) a CCEP Representation and Warranty or an Amatil  Representation and Warranty (which are dealt with in clause  12.2); or  (B) clauses 5.4, 5.6, 5.10 and 5.15 (any breach of which does  not permit CCEP to terminate this deed regardless of its  materiality), provided that nothing in this clause 12.1(a)  precludes CCEP from terminating this deed for a breach of  the Conditions Precedent in clause 3.1(f) (No Amatil Material  Adverse Change) or clause 3.1(g) (No Amatil Prescribed  Occurrence) in accordance with the provisions of clause 3.4,     at any time before 8.00am on the Second Court Date, if CCEP or  CCEP Sub (in the case of termination by Amatil) or Amatil (in the case  of termination by CCEP) has materially breached this deed (and the  relevant breach is material when taken in the context of the Scheme  as a whole), the party entitled to terminate has given written notice to  the party in breach of this deed setting out the relevant circumstances  and stating an intention to terminate this deed, and the party in breach  of this deed has failed to remedy the breach within 10 Business Days  (or any shorter period ending at 5.00pm on the Business Day before  the Second Court Date) after the date on which the notice is given;  (2) in the circumstances set out in, and in accordance with, clause 3.4;   (3) if Amatil Shareholders (other than Excluded Shareholders) have not  agreed to the Scheme at the Scheme Meeting by the requisite  majorities and notice is not given under clause 3.4(d); or  (4) if the Effective Date for the Scheme has not occurred, or will not  occur, on or before the End Date.  





 






            Scheme implementation deed page 40   (b) CCEP may terminate this deed by written notice to Amatil at any time before  8.00am on the Second Court Date if, after the date of this deed, a majority of  the Non-TCCC Amatil Directors:  (1) fail to recommend the Scheme in the manner described in clause  5.12(a);  (2) withdraw, adversely change or adversely modify their  recommendation that Amatil Shareholders (other than Excluded  Shareholders) vote in favour of the Scheme in the manner described  in clause 5.12(a); or  (3) make a public statement indicating that they no longer recommend the  Transaction or recommend a Competing Proposal (but excluding a  statement that no action should be taken by Amatil Shareholders  pending assessment of a Competing Proposal by the Amatil Related  Party Committee),  other than where any Non-TCCC Amatil Director is required or requested by a  court or Government Agency to abstain from making a recommendation that  Amatil Shareholders (other than Excluded Shareholders) vote in favour of the  Scheme after the date of this deed.  (c) Amatil may terminate this deed by written notice to CCEP at any time before  8.00am on the Second Court Date if, after the date of this deed, a majority the  Non-TCCC Amatil Directors:  (1) fail to recommend the Scheme in the manner described in clause  5.12(a);  (2) withdraw, adversely change or adversely modify their  recommendation that Amatil Shareholders (other than Excluded  Shareholders) vote in favour of the Scheme in the manner described  in clause 5.12(a); or  (3) make a public statement indicating that they no longer recommend the  Transaction or recommend a Competing Proposal (but excluding a  statement that no action should be taken by Amatil Shareholders  pending assessment of a Competing Proposal by the Amatil Related  Party Committee),   in each case, to the extent expressly permitted by clause 5.12(b).  12.2 Termination for breach of representations and warranties  (a) CCEP may, at any time prior to 8.00am on the Second Court Date, terminate  this deed for a material breach of an Amatil Representation and Warranty only  if:  (1) CCEP has given written notice to Amatil setting out the relevant  circumstances and stating an intention to terminate or to allow the  Scheme to lapse;  (2) the relevant breach continues to exist 10 Business Days (or any  shorter period ending at 5.00pm on the Business Day before the  Second Court Date) after the date on which the notice is given under  clause 12.2(a)(1); and   (3) the relevant breach is material in the context of the Scheme taken as  a whole.  





 






            Scheme implementation deed page 41   (b) Amatil may, at any time before 8.00am on the Second Court Date, terminate  this deed for breach of a CCEP Representation and Warranty only if:  (1) Amatil has given written notice to CCEP setting out the relevant  circumstances and stating an intention to terminate or to allow the  Scheme to lapse;  (2) the relevant breach continues to exist 10 Business Days (or any  shorter period ending at 5.00pm on the Business Day before the  Second Court Date) after the date on which the notice is given under  clause 12.2(b)(1); and  (3) the relevant breach is material in the context of the Scheme taken as  a whole (other than in respect of each CCEP Representation and  Warranty in clauses (k), (l), (m), (n) and (q) of Schedule 3, any breach  of which will enable Amatil to terminate this deed provided Amatil  otherwise complies with this clause 12.2(b)).   (c) This deed is terminable if agreed to in writing by CCEP and Amatil.  12.3 Effect of termination  If this deed is terminated by a party under clauses 3.4, 12.1 or 12.2:  (a) each party will be released from its obligations under this deed, except that this  clause 12.3, and clauses 1, 5.7, 6.5 to 6.9, 7.1, 7.2, 9, 11, 13, 14, 15 and 16  (except clause 16.9), will survive termination and remain in force;  (b) each party will retain the rights it has or may have against the other party in  respect of any past breach of this deed; and  (c) in all other respects, all future obligations of the parties under this deed will  immediately terminate and be of no further force and effect including any further  obligations in respect of the Scheme.  12.4 Termination   Where a party has a right to terminate this deed, that right for all purposes will be validly  exercised if the party delivers a notice in writing to the other party stating that it  terminates this deed and the provision under which it is terminating this deed.  12.5 No other termination  No party may terminate or rescind this deed except as permitted under clauses 3.4, 12.1  or 12.2.  13 Duty, costs and expenses  13.1 Stamp duty  CCEP Sub must:  (a) pay all stamp duties and any fines and penalties with respect to stamp duty in  respect of this deed or the Scheme or the steps to be taken under this deed or  the Scheme; and  





 






            Scheme implementation deed page 42   (b) indemnify Amatil against any liability arising from its failure to comply with  clause 13.1(a).  13.2 Costs and expenses  Except as otherwise provided in this deed, each party must pay its own costs and  expenses in connection with the negotiation, preparation, execution, delivery and  performance of this deed and the proposed, attempted or actual implementation of this  deed and the Transaction.  14 GST  (a) Any consideration or amount payable under this deed, including any non- monetary consideration (as reduced in accordance with clause 14(e) if required)  (Consideration) is exclusive of GST.  (b) If GST is or becomes payable on a Supply made under or in connection with  this deed, an additional amount (Additional Amount) is payable by the party  providing consideration for the Supply (Recipient) equal to the amount of GST  payable on that Supply as calculated by the party making the Supply (Supplier)  in accordance with the GST Law.  (c) The Additional Amount payable under clause 14(b) is payable at the same time  and in the same manner as the Consideration for the Supply, and the Supplier  must provide the Recipient with a Tax Invoice. However, the Additional Amount  is only payable on receipt of a valid Tax Invoice.  (d) If for any reason (including the occurrence of an Adjustment Event) the amount  of GST payable on a Supply (taking into account any Decreasing or Increasing  Adjustments in relation to the Supply) varies from the Additional Amount  payable by the Recipient under clause 14(b):  (1) the Supplier must provide a refund or credit to the Recipient, or the  Recipient must pay a further amount to the Supplier, as applicable;  (2) the refund, credit or further amount (as the case may be) will be  calculated by the Supplier in accordance with the GST Law; and  (3) the Supplier must notify the Recipient of the refund, credit or further  amount within 14 days after becoming aware of the variation to the  amount of GST payable. Any refund or credit must accompany such  notification or the Recipient must pay any further amount within seven  days after receiving such notification, as applicable. If there is an  Adjustment Event in relation to the Supply, the requirement for the  Supplier to notify the Recipient will be satisfied by the Supplier issuing  to the Recipient an Adjustment Note within 14 days after becoming  aware of the occurrence of the Adjustment Event.  (e) Despite any other provision in this deed if an amount payable under or in  connection with this deed (whether by way of reimbursement, indemnity or  otherwise) is calculated by reference to an amount incurred by a party, whether  by way of cost, expense, outlay, disbursement or otherwise (Amount  Incurred), the amount payable must be reduced by the amount of any Input  Tax Credit to which that party is entitled in respect of that Amount Incurred.  (f) Any reference in this clause to an Input Tax Credit to which a party is entitled  includes an Input Tax Credit arising from a Creditable Acquisition by that party  





 






            Scheme implementation deed page 43   but to which the Representative Member of a GST Group of which the party is a  member is entitled.  (g) Any term starting with a capital letter in this clause 14 that is not defined in this  clause 14 has the same meaning as the term has in the A New Tax System  (Goods & Services Tax) Act 1999 (Cth).  15 Notices  15.1 Form of Notice   A notice or other communication to a party under this deed (Notice) must be:   (a) in writing and in English and signed by or on behalf of the sending party; and  (b) addressed to that party in accordance with the details nominated in Schedule 1  (or any alternative details nominated to the sending party by Notice).  15.2 How Notice must be given and when Notice is received  (a) A Notice must be given by one of the methods set out in the table below.   (b) A Notice is regarded as given and received at the time set out in the table  below.   However, if this means the Notice would be regarded as given and received outside the  period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business  hours period), in the place nominated by the addressee as its address in Schedule 1,  then the Notice will instead be regarded as given and received at the start of the following  business hours period in that place.  Method of giving Notice When Notice is regarded as given and received  By hand to the nominated  address  When delivered to the nominated address  By express post to the nominated  address  At 9.00am (addressee’s time) on the fourth Business Day  after the date of posting      By email to the nominated email  address  The earlier of:  1 when the recipient’s email server generates a  message to the sender confirming that the email has  been delivered to that server (“delivery receipt”), or at  the time that the recipient “read” the email as stated in  an automated message received by the sender (“read  receipt”);  2 the time that the recipient confirms receipt of the email  by reply email to the sender; and  3 four hours after the time the email is sent (as recorded  on the device from which the sender sent the email),  unless the sender receives, within that four hour  





 






            Scheme implementation deed page 44   period, an automated message that the email has not  been delivered.    15.3 Notice must not be given by electronic communication   A Notice must not be given by electronic means of communication (other than email as  permitted in clause 15.2).  16 General  16.1 Governing law and jurisdiction  (a) This deed is governed by the law in force in New South Wales, Australia.  (b) Each party irrevocably submits to the non-exclusive jurisdiction of courts  exercising jurisdiction in New South Wales, Australia and courts of appeal from  them in respect of any proceedings arising out of or in connection with this  deed. Each party irrevocably waives any objection to the venue of any legal  process in these courts on the basis that the process has been brought in an  inconvenient forum.  16.2 Service of process  (a) Without preventing any other mode of service, any document in an action  (including any writ of summons or other originating process or any third or other  party notice) may be served on any party by being delivered to or left for that  party at its address for service of Notices under clause 15.  (b) CCEP irrevocably appoints CCEP Sub as its agent for the service of process in  Australia in relation to any matter arising out of this deed. If CCEP Sub ceases  to be able to act as such or have an address in Australia, CCEP agrees to  appoint a new process agent in Australia and deliver to the other party within  20 Business Days a copy of a written acceptance of appointment by the  process agent, upon receipt of which the new appointment becomes effective  for the purpose of this deed. CCEP must inform Amatil in writing of any change  in the address of its process agent within 20 Business Days of the change.  16.3 No merger  The rights and obligations of the parties do not merge on completion of the Transaction.  They survive the execution and delivery of any assignment or other document entered  into for the purpose of implementing the Transaction.  16.4 Invalidity and enforceability  (a) If any provision of this deed is invalid under the law of any jurisdiction the  provision is enforceable in that jurisdiction to the extent that it is not invalid,  whether it is in severable terms or not.  (b) Clause 16.4(a) does not apply where enforcement of the provision of this deed  in accordance with clause 16.4(a) would materially affect the nature or effect of  the parties’ obligations under this deed.  





 






            Scheme implementation deed page 45   16.5 Waiver  No party to this deed may rely on the words or conduct of any other party as a waiver of  any right unless the waiver is in writing and signed by the party granting the waiver.  The meanings of the terms used in this clause 16.5 are set out below.  Term Meaning  conduct includes delay in the exercise of a right.  right  any right arising under or in connection with this deed and includes  the right to rely on this clause.  waiver includes an election between rights and remedies, and conduct  which might otherwise give rise to an estoppel.  16.6 Variation  A variation of any term of this deed must be in writing and signed by the parties.  16.7 Assignment of rights  (a) A party may not assign, novate, declare a trust over or otherwise transfer or  deal with any of its rights or obligations under this deed without the prior written  consent of the other party or as expressly provided in this deed.  (b) A breach of clause 16.7(a) by a party shall be deemed to be a material breach  for the purposes of clause 12.1(a)(1).  (c) Clause 16.7(b) does not affect the construction of any other part of this deed.  16.8 No third party beneficiary  This deed shall be binding on and inure solely to the benefit of each party to it and each  of their respective permitted successors and assigns, and nothing in this deed is intended  to or shall confer on any other person, other than the CCEP Indemnified Parties and the  Amatil Indemnified Parties, in each case to the extent set forth in clause 6 and clause 7,  any third party beneficiary rights.  16.9 Further action to be taken at each party’s own expense  Each party must, at its own expense, do all things and execute all documents necessary  to give full effect to this deed and the transactions contemplated by it.  16.10 Entire agreement  This deed (including the documents in the attachments to it), the Confidentiality Deed and  any other document agreed by the parties in writing for the purposes of this clause 16.10  (each a Relevant Document and together the Relevant Documents) state all the  express terms agreed by the parties in respect of their subject matter. The Relevant  





 






            Scheme implementation deed page 46   Documents set out the only conduct, representations, warranties, covenants, conditions,  agreements or understandings (collectively Conduct) relied on by the parties and  supersede all prior Conduct, discussions and negotiations in respect of their subject  matter. Without limiting clause 6.9, no party has relied on or is relying on any other  Conduct in entering into this deed and completing the transactions contemplated by it.  16.11 Counterparts  (a) This deed may be executed in any number of counterparts and by the parties  on separate counterparts.   (b) This deed is binding on the parties on the exchange of duly executed  counterparts.  (c) The parties agree that a copy of an original executed counterpart sent by email  to the email address of the other parties specified in clause 15, instead of the  original, is sufficient evidence of the execution of the original and may be  produced in evidence for all purposes in place of the original.   16.12 Relationship of the parties  (a) Nothing in this deed gives a party authority to bind any other party in any way.  (b) Nothing in this deed imposes any fiduciary duties on a party in relation to any  other party.  16.13 Remedies cumulative  Except as provided in this deed and permitted by law, the rights, powers and remedies  provided in this deed are cumulative with, and not exclusive of, the rights, powers and  remedies provided by law independently of this deed.  16.14 Exercise of rights  (a) Unless expressly required by the terms of this deed, a party is not required to  act reasonably in giving or withholding any consent or approval or exercising  any other right, power, authority, discretion or remedy, under or in connection  with this deed.  (b) A party may (without any requirement to act reasonably) impose conditions on  the grant by it of any consent or approval, or any waiver of any right, power,  authority, discretion or remedy, under or in connection with this deed. Any  conditions must be complied with by the party relying on the consent, approval  or waiver.  17 Guarantee  17.1 Guarantee and indemnity  CCEP:   (a) unconditionally and irrevocably guarantees to Amatil (in its own right and  separately as trustee or nominee for each of the other Amatil Indemnified  Parties and each Scheme Shareholder) on demand, the due and punctual  performance of CCEP Sub’s obligations under this deed and the Deed Poll; and  





 






            Scheme implementation deed page 47   (b) as a separate and additional liability, indemnifies Amatil (in its own right and  separately as trustee or nominee for each of the other Amatil Indemnified  Parties and each Scheme Shareholder) against all Loss, actions, proceedings  and judgments of any nature, incurred by, brought, made or recovered against  Amatil, an Amatil Indemnified Party or a Scheme Shareholder arising from any  default or delay in the due and punctual performance of CCEP Sub’s obligations  under this deed and the Deed Poll.  17.2 Extent of guarantee and indemnity  The liability of CCEP under this clause 17 is not affected by anything that, but for this  clause 17, might operate to release or exonerate CCEP in whole or in part from its  obligations including any of the following, whether with or without the consent of the  CCEP:  (a) the grant to CCEP, CCEP Sub or any other person of any time, waiver or other  indulgence, or the discharge or release of CCEP Sub, CCEP or any other  person from any liability or obligation;  (b) any transaction or arrangement that may take place between Amatil, CCEP  Sub, CCEP or any other person (including an Amatil Shareholder or TCCC  Group Member);  (c) Amatil exercising or refraining from exercising its rights under any security or  any other rights, powers or remedies against CCEP Sub, CCEP or any other  person;  (d) the amendment, replacement, extinguishment, unenforceability, failure, loss,  release, discharge, abandonment or transfer either in whole or in part and either  with or without consideration, of any security now or in the future held by Amatil  from CCEP Sub, CCEP or any other person or by the taking of or failure to take  any security;  (e) the failure or omission or any delay by Amatil or CCEP Sub to give notice to  CCEP of any default by CCEP Sub or any other person under this deed; and  (f) any legal limitation, disability, incapacity or other circumstances related to  CCEP Sub, CCEP or any other person.  17.3 Principal and independent obligation  This clause 17 is a principal obligation and is not to be treated as ancillary or collateral to  any other right or obligation and extends to cover this deed or the Deed Poll as amended,  varied, supplemented, renewed or replaced.  17.4 Continuing guarantee and indemnity  This clause 17 is a continuing obligation of CCEP, despite the Scheme becoming  Effective or the completion or implementation of the Scheme or the Transaction, and  remains in full force and effect for so long as CCEP Sub has any liability or obligation to  Amatil or a Scheme Shareholder under this deed or the Deed Poll and until all of those  liabilities or obligations have been fully discharged.  17.5 No withholdings  (a) CCEP must make all payments that become due under this clause 17 or the  Deed Poll (including the Scheme Consideration), free and clear and without  





 






            Scheme implementation deed page 48   deduction of all present and future withholdings (including taxes, duties, levies,  imposts, deductions and charges of Australia or any other jurisdiction).  (b) If CCEP is compelled by law to deduct any withholding, then in addition to any  payment due under this clause 17, it must pay to Amatil and each Scheme  Shareholder such amount as is necessary to ensure that the net amount  received by Amatil after withholding equals the amount Amatil or Scheme  Shareholder would otherwise been entitled to if not for the withholding.  17.6 Currency  CCEP must pay all moneys that it becomes liable to pay under this clause 17 or the Deed  Poll in the currency in which they are payable under this deed and the Deed Poll and free  of any commissions and expenses relating to foreign currency conversion or any other  charges or expenses.  17.7 No set off  CCEP has no right to set off, deduct or withhold any moneys that it may be or become  liable to pay under this clause 17 against any moneys that CCEP Sub or any other CCEP  Group Member may be, or become, liable to pay to an Amatil Group Member or Scheme  Shareholder whether under this deed, the Deed Poll or otherwise.      





 






            Scheme implementation deed page 49   Schedules  Table of contents  Notice details 50  Definitions and interpretation 51  CCEP Representations and Warranties 71  Amatil Representations and Warranties 75  Capital structure 77    





 






            Scheme implementation deed page 50   Schedule 1  Notice details    Name Attention Address Email  Coca-Cola Amatil  Limited  Betty Ivanoff,  Group General  Counsel  Richard Conway,  Group Company  Secretary  Level 13, 40  Mount Street,  North Sydney  NSW 2060  Australia  betty.ivanoff@ccamatil.com  richard.conway@ccamatil.com   - copy to Tony Damian,  Partner  Andrew Rich,  Partner  Amelia Morgan,  Senior Associate  Herbert Smith  Freehills, ANZ  Tower, 161  Castlereagh  Street, Sydney  NSW 2000  Australia  tony.damian@hsf.com   andrew.rich@hsf.com   amelia.morgan@hsf.com   Coca-Cola  European  Partners plc  CCEP Australia  Pty Ltd  Clare Wardle,  General Counsel  and Company  Secretary  Pemberton House,  Bakers Road,  Uxbridge, UB8  1EZ, United  Kingdom  clare.wardle@ccep.com   - copy to Sandy Mak,  Partner  Adam Foreman,  Partner  Corrs Chambers  Westgarth, Level  17, 8 Chifley, 8-12  Chifley Square,  Sydney NSW  2000 Australia  sandy.mak@corrs.com.au   adam.foreman@corrs.com.au       





 






            Scheme implementation deed page 51   Schedule 2  Definitions and interpretation  1.1 Definitions    Term Meaning  2020 STIP any short term incentive awards (in any form whatsoever) made or  to be made to Amatil Group employees in respect of the financial  year ended 31 December 2020.   AASB Australian Accounting Standards Board.  Additional Due  Diligence Materials  has the meaning given in clause 5.15(a).  Amatil 2H 2020  Dividend  has the meaning given in clause 4.4(a).  Amatil Board the board of directors of Amatil.  Amatil Consolidated  Tax Group  the consolidated group of which Amatil is the head company  (where ‘consolidated group’ and ‘head company’ have the same  meaning as in the Tax Act).  Amatil Director any director of Amatil comprising part of the Amatil Board.  Amatil Equity Incentive any rights to Amatil Shares issued under employee incentive  arrangements of the Amatil Group.  Amatil Group Amatil and each of its Subsidiaries, and a reference to an Amatil  Group Member or a member of the Amatil Group is to Amatil or  any of its Subsidiaries.  Amatil Group  Managing Director  the Group Managing Director of Amatil from time to time, which as  at the date of this deed, is Alison Watkins.   





 






            Scheme implementation deed page 52   Term Meaning  Amatil Group  Managing Director  Amatil Share  any Amatil Share:  1 held by or on behalf of the Amatil Group Managing Director; or  2 listed as an indirect interest in the latest Appendix 3X or  Appendix 3Y lodged by Amatil with ASX in respect of the Amatil  Group Managing Director.  Amatil Indemnified  Parties   Amatil, its Subsidiaries and their respective directors, officers and  employees.  Amatil Information information regarding the Amatil Group prepared by Amatil for  inclusion in the Scheme Booklet that explains the effect of the  Scheme and sets out the information prescribed by the  Corporations Act and the Corporations Regulations, and any other  information that is material to the making of a decision by Amatil  Shareholders (other than Excluded Shareholders) whether or not to  vote in favour of the Scheme, being information that is within the  knowledge of each of the Amatil Directors, which for the avoidance  of doubt does not include the CCEP Information, any information  relating to or regarding the TCCC Group, the Independent Expert's  Report or any description of the taxation effect of the Transaction  on Scheme Shareholders prepared by an external adviser to  Amatil.  Amatil Matching Share  Plan  the MyAmatil Employee Share Plan, as governed by the CCA  Employees Share Plan Rules and applicable award documentation  (including offer letters).  Amatil Matching  Shares  the Amatil Shares (whether restricted or otherwise) granted in  accordance with the Amatil Matching Share Plan.   Amatil Material  Adverse Change  either:  1 an event, change, condition, matter, circumstance or thing  (each a Specified Event) occurring after the date of this deed;  or  2 CCEP becoming aware after the date of this deed of a  Specified Event which occurred prior to the date of this deed  but of which Amatil was aware prior to the date of this deed,   which Specified Event, whether individually or when aggregated  with all such events, changes, conditions, matters, circumstances  or things of a like kind that have occurred or are reasonably likely to  occur, has had or would be considered reasonably likely to have  the effect of:   3 a diminution in the total assets of the Amatil Group, taken as a  whole, by at least $650 million against the 30 June 2020 Amatil  Group reported balance sheet; or  





 






            Scheme implementation deed page 53   Term Meaning  4 a diminution in the recurring EBITDA of the Amatil Group (for  the purposes of this definition being EBITDA excluding non- recurring or non-trading items in accordance with Amatil’s  accounting policies and the applicable accounting standards  including those prescribed by the Australian Accounting  Standards Board), taken as a whole, of at least $100 million  measured on a rolling 12 month basis against the recurring  EBITDA of the Amatil Group for the 12 months ended 30 June  2020,   other than those events, changes, conditions, matters,  circumstances or things to the extent that they:  1 do not affect Amatil disproportionately to its competitors or other  companies generally;  2 were Fairly Disclosed in:   – the Disclosure Materials;   – the Additional Due Diligence Materials; or  – an announcement made by Amatil or an Amatil Group  Member to a Relevant Exchange, or a publicly available  document lodged by Amatil or a Subsidiary of Amatil with  any Government Agency in a Relevant Jurisdiction  (including ASIC), or which would be disclosed in a search of  ASIC records or the PPS Register (or equivalent records or  registers in another Relevant Jurisdiction) or the public  records maintained by any court in a Relevant Jurisdiction in  relation to Amatil or a Subsidiary of Amatil (as relevant), in  each case prior to the date of this deed,   in each case, other than matters arising after the date of this  deed or of which Amatil and CCEP were not aware before the  date of this deed;  3 are within the actual knowledge of a CCEP Group Member as  at the date of this deed;  4 arise from general economic or market conditions or changes in  rates, prices or markets (including interest rates, exchange  rates, commodity prices or in domestic or international financial  markets);  5 arise from the Coronavirus or Covid-19 pandemic, including the  outbreak, escalation or any impact of, or recovery from, the  Coronavirus or Covid-19 pandemic, including as a result of  lockdowns, travel restrictions, social distancing and restrictions  of and on activities, venues and gatherings;   6 arise from any change in law, regulation, accounting standards  or principles or governmental policy, or the interpretation of any  of them;  7 are contemplated by, required to be done or procured by the  Amatil Group in connection with or under, or expressly  permitted by, this deed, the Scheme or the transactions  contemplated by either;  8 are agreed to, or requested, in writing by CCEP;   





 






            Scheme implementation deed page 54   Term Meaning  9 arise from any act of terrorism, outbreak or escalation of war  (whether or not declared) or major hostilities, an act of God,  lightning, storm, flood, fire, earthquake or explosion, cyclone,  tidal wave, landslide, other natural disaster or adverse weather  conditions or the like;  10 arise from any action taken, or not taken, by a TCCC Group  Member; or  11 arise out of the announcement of the Transaction, the TCCC  Transaction or the Scheme (including any loss of or adverse  change in the relationship of Amatil or its Subsidiaries with their  respective employees, customers, partners (including joint  venture partners or brand partners), creditors, suppliers or  contractual counterparties as at the date of this deed, including  the loss of any contract), provided that Amatil has complied in  all respects with clause 5.4(a)(6).   Amatil Permitted  Dividend  1 any Amatil 2H 2020 Dividend; and  2 any other dividends which are declared or determined by Amatil  and paid by Amatil to Amatil Shareholders on or before the  Scheme Record Date.   Amatil Prescribed  Occurrence  other than:   1 as Fairly Disclosed in:  – the Disclosure Materials;   – the Additional Due Diligence Materials; or  – an announcement made by Amatil or an Amatil Group  Member to a Relevant Exchange, or a publicly available  document lodged by Amatil or a Subsidiary of Amatil with  any Government Agency in a Relevant Jurisdiction  (including ASIC), or which would be disclosed in a search of  ASIC records or the PPS Register (or equivalent records or  registers in another Relevant Jurisdiction) or the public  records maintained by any court in a Relevant Jurisdiction,  in relation to Amatil or a Subsidiary of Amatil (as relevant),  in each case prior to the date of this deed;  in each case, other than matters arising after the date of this  deed or of which Amatil and CCEP were not aware before the  date of this deed;  2 which is required by any applicable law, regulation, accounting  standards or principles, contract (provided the contract was  entered into prior to the date of this deed or was permitted by  this deed) or by a Government Agency;  3 which is within the actual knowledge of a CCEP Group Member  as at the date of this deed;  4 as contemplated by, required to be done or procured by the  Amatil Group in connection with or under, or expressly  





 






            Scheme implementation deed page 55   Term Meaning  permitted by, this deed, the Scheme or the transactions  contemplated by either; or  5 as agreed to, or requested, by CCEP in writing,   the occurrence of any of the following:  1 Amatil converting all or any of its shares into a larger or smaller  number of shares;  2 Amatil resolving to reduce its share capital in any way;  3 a member of the Amatil Group:  – entering into a buy-back agreement; or  – resolving to approve the terms of a buy-back agreement  under the Corporations Act;  4 a member of the Amatil Group issuing shares, or granting a  performance right or an option over its shares, or agreeing to  make such an issue or grant such a right or an option, other  than:  – to a Related Body Corporate of Amatil;   – on vesting or exercise of, or in respect of, an Amatil Equity  Incentive or Amatil Restricted Share existing as at the date  of this deed, including as a result of, in connection with, or  pursuant to, clause 4.6; or  – under the terms of the ‘CCA Dividend Reinvestment Plan  Rules’ as at 13 May 2014;  5 a member of the Amatil Group issuing or agreeing to issue  securities convertible into shares other than as a result of, in  connection with, or pursuant to, clause 4.6;  6 a member of the Amatil Group disposing, or agreeing to  dispose, of the whole, or a substantial part, of its business or  property;  7 a member of the Amatil Group granting a Security Interest, or  agreeing to grant a Security Interest, in the whole, or a  substantial part, of its business or property; or  8 an Insolvency Event occurs in relation to a material member of  the Amatil Group.  Amatil Registry Link Market Services Limited ABN 54 083 214 537.  Amatil Regulated  Event  the occurrence of any of the following:   1 corporate and capital structure:   – an Amatil Group Member reclassifying, combining, splitting  or redeeming or repurchasing directly or indirectly any of its  shares; or  – other than any Amatil Permitted Dividend or pursuant to  clause 4.6, Amatil announcing, making, declaring, paying or  distributing any dividend, bonus or other share of its profits  





 






            Scheme implementation deed page 56   Term Meaning  or assets or returning or agreeing to return any capital to its  members (whether in cash or in specie);  2 constituent documents: an Amatil Group Member making any  change to its constitution or other constituent document;   3 acquisitions and disposals: a member of the Amatil Group  acquiring any business, entity or undertaking or disposing of  any business, assets, entity or undertaking, whether in one or a  number of related transactions, where the amounts of the value  involved, or reasonably expected to be involved, in such  transaction or transactions exceeds $25 million (individually) or  $75 million (in aggregate) provided that in calculating any  aggregate for the purpose of this paragraph, individual matters  or items in the ordinary course of business or any transaction  with an individual value which does not exceed $10 million are  excluded;  4 material contracts:   a. a member of the Amatil Group entering into,  terminating or amending in a material respect  any contract or commitment or series of related  contracts or commitments (excluding in respect  of Financial Indebtedness or a revenue contract  or in the ordinary course) requiring payments by  the Amatil Group in excess of $25 million per  annum or $75 million over the term of the  contract (in each case, individually) other than in  the ordinary course of business;   b. a member of the Amatil Group entering into,  terminating or amending in a material respect,  any material joint venture, partnership, asset or  profit sharing agreement or similar arrangement,  in respect of which, individually (i) the EBIT  referable to the relevant Amatil Group Member’s  share of the arrangement exceeds $25 million or  (ii) the net assets referable to the relevant Amatil  Group Member’s share of the arrangement  exceed $75 million;  5 capex: any member of the Amatil Group incurring, or  committing to incur, any individual item or series of related  items of capital expenditure which is, or is reasonably expected  to be, in excess of $50 million;  6 disputes: any member of the Amatil Group:   – waiving any material Third Party default where the financial  impact on the Amatil Group of that waiver will be in excess  of $25 million (individually) or $75 million (in aggregate); or  – accepting as a compromise of a matter less than the full  compensation due from a Third Party to a member of the  Amatil Group where the financial impact of the compromise  on the Amatil Group is more than $25 million (individually) or  $75 million (in aggregate);   – a member of the Amatil Group commencing, compromising  or settling any new material investigation, prosecution,  penalty, arbitration or litigation against a member of the  





 






            Scheme implementation deed page 57   Term Meaning  Amatil Group which could reasonably be expected to give  rise to a liability for the Amatil Group in excess of $25 million  (individually) or $75 million (in aggregate),  provided that in calculating any aggregate for the purpose of  this paragraph, individual matters or items in the ordinary  course of business or with a value that does not exceed $10  million are excluded;  7 financing: a member of the Amatil Group incurring any  additional or increasing any existing Financial Indebtedness for  amounts or requiring payments by the Amatil Group in excess  of $100 million (individually or in aggregate);   8 financial accommodation: any member of the Amatil Group  providing financial accommodation other than to Amatil Group  Members in excess of $75 million (individually or in aggregate);  9 accounting: a member of the Amatil Group changing any  accounting method, practice or principle used by it, other than  as a result of changes in generally accepted accounting  standards or principles or the interpretation of any of them; or  10 employees:   a. a member of the Amatil Group entering into any  new employment agreement or terminating any  employment agreement other than for cause in  respect of which the aggregate annual  compensation is greater than $750,000;   b. a member of the Amatil Group paying any bonus  to, or increasing the compensation of, any officer  or employee of any Amatil Group Member who  receives aggregate annual compensation greater  than $750,000, except where it is in the ordinary  course of business and consistent with past  practice, and the aggregate value of all such  bonuses or increases does not exceed $5 million;  or  c. a member of the Amatil Group granting to any  officer or employee of any Amatil Group Member  who receives aggregate annual compensation  greater than $750,000 any severance or  termination pay except to the extent required or  permitted by Amatil’s redundancy policies or by  an employment contract in place at the date of  this deed, or required by law or the terms of an  award or enterprise bargaining agreement or  workplace agreement,  in each case, excluding as a result of, in connection  with, or pursuant to, clause 4.6; and  11 cease business: any material Amatil Group Member ceasing to  carry on a business which accounted for more than $25 million  in EBIT of the Amatil Group in the 12 months up to 30 June  2020 or more than $75 million of net assets of the Amatil Group  as at 30 June 2020;   





 






            Scheme implementation deed page 58   Term Meaning  12 new lines of business: any Amatil Group Member entering into  any new lines of business or undertaking any other material  activities which it is not engaged in as of the date of this  document which would, or would be reasonably likely to,  account for more than a $25 million EBIT loss on average over  the first three years after which an Amatil Group Member enters  into the new line of business, undertaking or material activity;   13 related party transactions: a member of the Amatil Group  entering into a material transaction with any related party of  Amatil (other than a related party which is a member of the  Amatil Group) as defined in section 228 of the Corporations Act  (excluding any transaction involving paying amounts or  conferring benefits to directors of Amatil in accordance with or  in connection with their employment or engagement terms or  their statutory or other entitlements or as a result of, in  connection with, or pursuant to, clause 4.6); and  14 authorising: any Amatil Group Member authorising, agreeing  or announcing to the ASX an intention to do any of the things  referred to in the paragraphs above.  Amatil Related Party  Committee  the Related Party Committee of the Amatil Board, comprised of all  of the independent non-executive Amatil Directors, and an Amatil  Related Party Committee Member means any Amatil Director  comprising part of the Amatil Related Party Committee.  Amatil Related Party  Committee Amatil  Share  any Amatil Share:  1 held by or on behalf of an Amatil Related Party Committee  Member; or  2 listed as an indirect interest in the latest Appendix 3X or  Appendix 3Y lodged by Amatil with ASX in respect of each  Amatil Related Party Committee Member.  Amatil  Representations and  Warranties  the representations and warranties of Amatil set out in Schedule 4,  as each is qualified by clause 6.5.  Amatil Restricted  Shares  the Amatil Shares which are subject to any restrictions (including  vesting conditions, disposal restriction, holding locks, forfeiting  restriction or service conditions), including any Amatil Matching  Shares.  Amatil Share a fully paid ordinary share in the capital of Amatil.  Amatil Share Register the register of members of Amatil maintained in accordance with  the Corporations Act.  





 






            Scheme implementation deed page 59   Term Meaning  Amatil Shareholder  each person who is registered as the holder of a Amatil Share in  the Amatil Share Register.  ASIC the Australian Securities and Investments Commission.  Associate has the meaning set out in section 12 of the Corporations Act, as if  subsection 12(1) of the Corporations Act included a reference to  this deed and Amatil was the designated body.  ASX ASX Limited ABN 98 008 624 691 and, where the context requires,  the financial market that it operates.  Australian  Government Agency  any Australian government or governmental, semi-governmental,  administrative, fiscal or judicial body, department, commission,  authority, tribunal, agency or entity (including any stock or other  securities exchange), or any minister of the Crown in right of the  Commonwealth of Australia or any State, and any other federal,  state, provincial, or local government.  Business Day a day that is not a Saturday, Sunday or a public holiday or bank  holiday in Sydney, Australia.   CCEP Group CCEP and each of its Subsidiaries, and a reference to a CCEP  Group Member or a member of the CCEP Group is to CCEP or  any of its Subsidiaries.  CCEP Indemnified  Parties   CCEP, its Subsidiaries and their respective directors, officers and  employees.  CCEP Information information regarding the CCEP Group provided by CCEP to Amatil  in writing for inclusion in the Scheme Booklet including:  1 information about CCEP and CCEP Sub, other CCEP Group  Members, the businesses of the CCEP Group, CCEP’s and  CCEP Sub’s interests and dealings in Amatil Shares, CCEP’s  and CCEP Sub’s intentions for Amatil and Amatil’s employees,  and funding for the Scheme; and  2 any other information required under the Corporations Act,  Corporations Regulations or RG 60 to enable the Scheme  Booklet to be prepared that the parties agree is ‘CCEP  Information’ and that is identified in the Scheme Booklet as  such.  For the avoidance of doubt, the CCEP Information excludes the  Amatil Information, the Independent Expert’s Report and any  





 






            Scheme implementation deed page 60   Term Meaning  description of the taxation effect of the Transaction on Scheme  Shareholders prepared by an external adviser to Amatil.  CCEP Representations  and Warranties  the representations and warranties of CCEP set out in Schedule 3.  Claim any claim, demand, legal proceedings or cause of action (including  any claim, demand, legal proceedings or cause of action:  1 based in contract, including breach of warranty;  2 based in tort, including misrepresentation or negligence;  3 under common law or equity; or  4 under statute, including the Australian Consumer Law (being  Schedule 2 of the Competition and Consumer Act 2010 (Cth)  (CCA)) or Part VI of the CCA, or like provision in any state or  territory legislation),  in any way relating to this deed or the Transaction, and includes a  claim, demand, legal proceedings or cause of action arising under  an indemnity in this deed.  Commitment Letter the letter dated 22 October 2020 from Credit Suisse AG, London  Branch to CCEP relating to the financing of the Transaction.  Competing Bidder a person (including a TCCC Group Member or an Associate of a  TCCC Group Member) other than:   1 CCEP and its Related Bodies Corporate; or  2 an Associate of CCEP or its Related Bodies Corporate  (excluding a TCCC Group Member or an Associate of a TCCC  Group Member).  Competing Proposal any proposal, agreement, arrangement or transaction, which, if  entered into or completed, would result in a Competing Bidder  (either alone or together with any Associate):  1 directly or indirectly acquiring a Relevant Interest in, or having a  right to acquire, a legal, beneficial or economic interest in, or  control of, 20% or more of the Amatil Shares;  2 acquiring Control of Amatil;   3 directly or indirectly acquiring or becoming the holder of, or  otherwise acquiring or having a right to acquire, a legal,  beneficial or economic interest in, or control of, all or a  substantially part of Amatil’s business or assets or the business  or assets of the Amatil Group;   4 otherwise directly or indirectly acquiring or merging with Amatil;  or  





 






            Scheme implementation deed page 61   Term Meaning  5 requiring Amatil to abandon, or otherwise fail to proceed with,  the Transaction,  whether by way of takeover bid, members’ or creditors’ scheme of  arrangement, reverse takeover, shareholder approved acquisition,  capital reduction, buy back, sale or purchase of shares, other  securities or assets, assignment of assets and liabilities,  incorporated or unincorporated joint venture, dual-listed company  (or other synthetic merger), deed of company arrangement, any  debt for equity arrangement, recapitalisation, refinancing or other  transaction or arrangement.  For the avoidance of doubt, each successive material modification  or variation of any proposal, agreement, arrangement or  transaction in relation to a Competing Proposal will constitute a  new Competing Proposal.  Condition Precedent each of the conditions set out in clause 3.1.  Confidentiality Deed the confidentiality deed between CCEP and Amatil dated before the  date of this deed.  Control has the meaning given in section 50AA of the Corporations Act.  Co-Operation and Sale  Agreement  the Co-Operation and Sale Deed between relevant CCEP Group  Members and TCCC Group Members dated on the date of this  deed.  Co-Operation Letter the letter agreement between CCEP and TCCC entitled ‘Potential  acquisition of shares in Coca-Cola Amatil Limited’ dated 25  October 2020.   Corporations Act the Corporations Act 2001 (Cth), as modified or varied by ASIC.  Corporations  Regulations  the Corporations Regulations 2001 (Cth).  Court the Supreme Court of New South Wales or such other court of  competent jurisdiction under the Corporations Act agreed to in  writing by CCEP and Amatil.  Debt Documents the definitive agreements related to the Debt Financing and the  Commitment Letter.   





 






            Scheme implementation deed page 62   Term Meaning  Debt Financier a person who is, or is proposed to be, engaged by a CCEP Group  Member or any Associate of a CCEP Group Member to provide,  directly or indirectly, from its own funds debt finance financing or  other financial assistance to a CCEP Group Member or any  Associate of CCEP Group Member in connection with the  Transaction or the TCCC Transaction or any other transaction  under which a CCEP Group Member may acquire, dispose, acquire  and dispose or otherwise enter into any arrangements in relation to,  any securities, business, operations or assets (or any interest in  any securities, business, operations or assets) of the Amatil Group.  Deed Poll a deed poll in the form of Attachment 3 under which CCEP and  CCEP Sub covenant in favour of the Scheme Shareholders to  perform the obligations attributed to CCEP under the Scheme.  Disclosure Letter a letter identified as such provided by Amatil to CCEP and CCEP  Sub and countersigned by CCEP and CCEP Sub prior to entry into  this deed.  Disclosure Materials 1 the documents and information contained in the data room  made available by Amatil or its Related Persons to CCEP or its  Related Persons prior to execution of this deed, the index of  which has been electronically initialled by the parties’ lawyers  for the purposes of identification before the execution of this  deed;  2 written responses from Amatil and its Related Persons to  requests for further information made by CCEP and its Related  Persons, the index of which has been electronically initialled by  the parties’ lawyers for the purposes of identification before the  execution of this deed;   3 the Disclosure Letter; and  4 any other information made available by Amatil or its Related  Persons to CCEP or its Related Persons prior to execution of  this deed which is agreed between the parties in writing on the  date of this deed.  EBIT recurring earnings before interest and tax being earnings before  interest and tax excluding non-recurring or non-trading items in  accordance with Amatil’s accounting policies and the applicable  accounting standards including those prescribed by the Australian  Accounting Standards Board.  EBITDA earnings before interest, tax, depreciation and amortisation (on a  post-AASB 16 basis) for continuing operations adjusted to exclude  non-trading items.  





 






            Scheme implementation deed page 63   Term Meaning  Effective  when used in relation to the Scheme, the coming into effect, under  subsection 411(10) of the Corporations Act, of the order of the  Court made under paragraph 411(4)(b) of the Corporations Act in  relation to the Scheme.  Effective Date the date on which the Scheme becomes Effective.  End Date 1 30 September 2021; or  2 such other date as agreed in writing by the parties.  Excluded Shareholder    any Amatil Shareholder who:   1 is a member of the CCEP Group or any Amatil Shareholder  who holds any Amatil Shares on behalf of, or for the benefit of,  any member of the CCEP Group and does not hold Amatil  Shares on behalf of, or for the benefit of, any other person; or  2 is a member of the TCCC Group, including Coca-Cola Holdings  (Overseas) Limited, or any Amatil Shareholder who holds any  Amatil Shares on behalf of, or for the benefit of, any member of  the TCCC Group, including Coca-Cola Holdings (Overseas)  Limited, and does not hold Amatil Shares on behalf of, or for the  benefit of, any other person,  in each case, at the Scheme Record Date.  Fairly Disclosed disclosed in sufficient detail to enable a reasonable and  sophisticated person experienced in transactions similar to the  Transaction to identify the nature and potential impact of the  relevant matter.  Financial Adviser    any financial adviser retained by a party in relation to the  Transaction and the TCCC Transaction from time to time.  Financial  Indebtedness   any debt or other monetary liability (whether actual or contingent) in  respect of monies borrowed or raised or any financial  accommodation including under or in respect of any:  1 bill, bond, debenture, note or similar instrument;  2 acceptance, endorsement or discounting arrangement;  3 guarantee;  4 finance or capital lease;  5 agreement for the deferral of a purchase price or other payment  in relation to the acquisition of any asset or service; or  





 






            Scheme implementation deed page 64   Term Meaning  6 obligation to deliver goods or provide services paid for in  advance by any financier or debt factoring or receivables  financing arrangement.  First Court Date the first day on which an application made to the Court for an order  under subsection 411(1) of the Corporations Act convening the  Scheme Meeting is heard or, if the application is adjourned or  subject to appeal for any reason, the day on which the adjourned  application is heard.  Government Agency any foreign or Australian government or governmental, semi- governmental, administrative, fiscal or judicial body, department,  commission, authority, tribunal, agency or entity (including any  stock or other securities exchange), or any minister of the Crown in  right of the Commonwealth of Australia or any State, and any other  federal, state, provincial, or local government, whether foreign or  Australian.  Implementation Date    the fifth Business Day after the Scheme Record Date, or such other  date after the Scheme Record Date as the parties agree in writing.   Independent Expert  the independent expert in respect of the Scheme appointed by  Amatil.  Independent Expert’s  Report    the report to be issued by the Independent Expert in connection  with the Scheme, setting out the Independent Expert’s opinion  whether or not the Scheme is fair and reasonable and in the best  interests of Amatil Shareholders (other than Excluded  Shareholders) and the reasons for holding that opinion.  Insolvency Event in relation to an entity:   1 the entity resolving that it be wound up or a court making an  order for the winding up or dissolution of the entity (other than  where the order is set aside within 14 days);  2 a liquidator, provisional liquidator, administrator, receiver,  receiver and manager or other insolvency official being  appointed to the entity or in relation to the whole, or a  substantial part, of its assets;  3 the entity executing a deed of company arrangement;  4 the entity ceases, or threatens to cease to, carry on  substantially all the business conducted by it as at the date of  this deed;  





 






            Scheme implementation deed page 65   Term Meaning  5 the entity is or becomes unable to pay its debts when they fall  due within the meaning of the Corporations Act (or, if  appropriate, legislation of its place of incorporation); or  6 the entity being deregistered as a company or otherwise  dissolved,  or any other like event, matter or circumstance occurring in relation  to an entity in another jurisdiction.  Listing Rules  the official listing rules of ASX.  Loss losses, liabilities, damages, costs, charges and expenses and  includes taxes and duties.  Material Conduct of  Business Provision  clauses 5.4, 5.6, 5.10 and 5.15.  Non-TCCC Amatil  Directors  1 each member of the Amatil Related Party Committee; and  2 the Amatil Group Managing Director.  No Talk Period    the period from and including the date of this deed to the earlier of:  1 the date of termination of this deed;  2 the End Date; and  3 the Effective Date.  Operating Rules the official operating rules of ASX.  PPSA the Personal Property Securities Act 2009 (Cth).  PPS Register the register established under the PPSA.  Protocols the competition law protocols to be agreed in writing between the  parties.   Registered Address in relation to a Amatil Shareholder, the address shown in the Amatil  Share Register as at the Scheme Record Date.  





 






            Scheme implementation deed page 66   Term Meaning  Regulator’s Draft the draft of the Scheme Booklet in a form which is provided to ASIC  for approval pursuant to subsection 411(2) of the Corporations Act.  Regulatory Approval an approval or consent set out in clause 3.1(a).  Reimbursement Fee $46,400,000.    Related Bodies  Corporate  has the meaning set out in section 50 of the Corporations Act.  Related Person 1 in respect of a party or its Related Bodies Corporate, each  director, officer, employee, adviser, agent or representative of  that party or Related Body Corporate; and  2 in respect of a Financial Adviser, each director, officer or  employee of that Financial Adviser.  Relevant Exchange 1 the ASX; and  2 the South Pacific Stock Exchange.  Relevant Interest has the meaning given in sections 608 and 609 of the Corporations  Act.  Relevant Jurisdiction Australia, New Zealand, Indonesia, Papua New Guinea, Fiji or  Samoa.  RG 60 Regulatory Guide 60 issued by ASIC in September 2011.  Scheme  the scheme of arrangement under Part 5.1 of the Corporations Act  between Amatil and the Scheme Shareholders, the form of which is  attached as Attachment 2, subject to any alterations or conditions  made or required by the Court under subsection 411(6) of the  Corporations Act and agreed to in writing by CCEP and Amatil.  Scheme Booklet the scheme booklet to be prepared by Amatil in respect of the  Transaction in accordance with the terms of this deed (including  clause 5.2(a)) to be despatched to the Amatil Shareholders and  which must include or be accompanied by:   a copy of the Scheme;  





 






            Scheme implementation deed page 67   Term Meaning   an explanatory statement complying with the requirements of  the Corporations Act, the Corporations Regulations and RG 60;   the Independent Expert’s Report;   a copy or summary of this deed;   a copy of the executed Deed Poll;   notice(s) of meeting; and   proxy form(s).  Scheme Consideration the consideration to be provided by CCEP Sub to each Scheme  Shareholder for the transfer to CCEP Sub of each Scheme Share,  being for each Amatil Share held by a Scheme Shareholder as at  the Scheme Record Date, an amount of $12.75, subject to and as  adjusted in accordance with, clause 4.3 (if applicable).   Scheme Meeting  the meeting of Amatil Shareholders (other than Excluded  Shareholders) ordered by the Court to be convened under  subsection 411(1) of the Corporations Act to consider and vote on  the Scheme and includes any meeting convened following any  adjournment or postponement of that meeting.  Scheme Record Date 7.00pm on the fifth Business Day after the Effective Date or such  other time and date as the parties agree in writing.  Scheme Shareholder  a holder of Amatil Shares recorded in the Amatil Share Register as  at the Scheme Record Date (other than an Excluded Shareholder).  Scheme Shares all Amatil Shares held by the Scheme Shareholders as at the  Scheme Record Date, but for the avoidance of doubt does not  include the TCCC Shares.  Second Court Date  the first day on which an application made to the Court for an order  under paragraph 411(4)(b) of the Corporations Act approving the  Scheme is heard or, if the application is adjourned or subject to  appeal for any reason, the day on which the adjourned application  or appeal is heard.  Security Interest has the meaning given in section 51A of the Corporations Act.  Subsidiary has the meaning given in Division 6 of Part 1.2 of the Corporations  Act.  





 






            Scheme implementation deed page 68   Term Meaning  Superior Proposal a bona fide Competing Proposal that the Amatil Related Party  Committee, acting in good faith, and after receiving written legal  advice from its external legal advisers, determines would, if  completed substantially in accordance with its terms, be reasonably  likely to be more favourable to Amatil Shareholders (as a whole)  (other than Excluded Shareholders) than the Transaction, in each  case taking into account all terms and conditions and other aspects  of the Competing Proposal (including, but not limited to, any timing  considerations, any conditions precedent, the value and type of  consideration, the identity of the proponent and other matters  affecting the probability of the Competing Proposal being  completed) and of the Transaction and the TCCC Transaction.   Tax Act the Income Tax Assessment Act 1997 (Cth).  TCCC The Coca-Cola Company (a corporation organised and existing  under the laws of the state of Delaware, United States of America).  TCCC Group TCCC and each of its Subsidiaries and Related Bodies Corporate,  and a reference to a TCCC Group Member or a member of the  TCCC Group is to TCCC or any of its Subsidiaries or Related  Bodies Corporate.  TCCC Shares the 223,049,276 Amatil Shares in respect of which Coca-Cola  Holdings (Overseas) Limited is the registered holder.   TCCC Transaction the acquisition of the TCCC Shares by a CCEP Group Member  pursuant to the Co-Operation and Sale Agreement in accordance  with the terms of that agreement.  Third Party a person other than CCEP and TCCC, and their respective Related  Bodies Corporate and other Associates.  Timetable the indicative timetable for the implementation of the Transaction  set out in Attachment 1.  Transaction  the acquisition of the Scheme Shares by CCEP Sub through  implementation of the Scheme in accordance with the terms of this  deed.  





 






            Scheme implementation deed page 69   2 Interpretation  2.1 Interpretation  In this deed:  (a) headings and bold type are for convenience only and do not affect the  interpretation of this deed;  (b) the singular includes the plural and the plural includes the singular;  (c) words of any gender include all genders;  (d) other parts of speech and grammatical forms of a word or phrase defined in this  deed have a corresponding meaning;  (e) a reference to a person includes any company, partnership, joint venture,  association, corporation or other body corporate and any Government Agency,  as well as an individual;  (f) a reference to a clause, party, schedule, attachment or exhibit is a reference to  a clause of, and a party, schedule, attachment or exhibit to this deed;  (g) a reference to any legislation includes all delegated legislation made under it  and amendments, consolidations, replacements or re-enactments of any of  them (whether passed by the same or another Government Agency with legal  power to do so);  (h) a reference to a document (including this deed) includes all amendments or  supplements to, or replacements or novations of, that document;  (i) a reference to ‘$’, ‘A$’ or ‘dollar’ is to the lawful currency of Australia;  (j) a reference to any time is, unless otherwise indicated, a reference to that time in  Sydney, Australia;  (k) a term defined in or for the purposes of the Corporations Act, and which is not  defined in clause 1.1 of this Schedule 2, has the same meaning when used in  this deed;   (l) a reference to a party to a document includes that party’s successors and  permitted assignees;  (m) no provision of this deed will be construed adversely to a party because that  party was responsible for the preparation of this deed or that provision;  (n) any agreement, representation, warranty or indemnity by two or more parties  (including where two or more persons are included in the same defined term)  binds them jointly and severally;  (o) any agreement, representation, warranty or indemnity in favour of two or more  parties (including where two or more persons are included in the same defined  term) is for the benefit of them jointly and severally;  (p) a reference to a body (including an institute, association or authority), other than  a party to this deed, whether statutory or not:  (1) which ceases to exist; or  (2) whose powers or functions are transferred to another body,  is a reference to the body which replaces it or which substantially succeeds to  its powers or functions;  





 






            Scheme implementation deed page 70   (q) a reference to an agreement other than this deed includes a deed and any  legally enforceable undertaking, agreement, arrangement or understanding,  whether or not in writing;  (r) a reference to liquidation or insolvency includes appointment of an  administrator, a reconstruction, winding up, dissolution, deregistration,  assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or  arrangement with creditors (other than solely with holders of securities or  derivatives), or any similar procedure or, where applicable, changes in the  constitution of any partnership or Third Party, or death;  (s) if a period of time is specified and dates from a given day or the day of an act or  event, it is to be calculated exclusive of that day;  (t) a reference to a day is to be interpreted as the period of time commencing at  midnight and ending 24 hours later;  (u) if an act prescribed under this deed to be done by a party on or by a given day  is done after 5.00pm on that day, it is taken to be done on the next day;  (v) a reference to the Listing Rules and the Operating Rules includes any variation,  consolidation or replacement of these rules and is to be taken to be subject to  any waiver or exemption granted to the compliance of those rules by a party;  and  (w) a reference to something being “reasonably likely” (or to a similar expression)   is a reference to that thing being more likely than not to occur when assessed  objectively.  2.2 Interpretation of inclusive expressions  Specifying anything in this deed after the words ‘include’ or ‘for example’ or similar  expressions does not limit what else is included.  2.3 Business Day  Where the day on or by which any thing is to be done is not a Business Day, that thing  must be done on or by the next Business Day.  





 






            Scheme implementation deed page 71   Schedule 3  CCEP Representations and Warranties  CCEP represents and warrants to Amatil (in its own right and separately as trustee or  nominee for each of the other Amatil Indemnified Parties) that:  (a) CCEP Information: the CCEP Information provided for inclusion in the Scheme  Booklet, as at the date the Scheme Booklet is despatched to Amatil  Shareholders, will not contain any statement which is materially misleading or  deceptive (with any statement of belief or opinion having being formed on a  reasonable basis), including by way of omission from that statement;  (b) basis of CCEP Information: the CCEP Information:  (1) will be provided to Amatil in good faith and on the understanding that  Amatil and each other Amatil Indemnified Party will rely on that  information for the purposes of preparing the Scheme Booklet and  determining to proceed with the Transaction; and  (2) will comply in all material respects with the requirements of the  Corporations Act, the Corporations Regulations, RG 60 and the  Listing Rules,   and all information provided by CCEP to the Independent Expert will, as at the  date that information is provided, be provided in good faith and on the  understanding that the Independent Expert will rely on that information for the  purpose of preparing the Independent Expert’s Report;  (c) new information: it will, as a continuing obligation, provide to Amatil all further  or new information which arises after the Scheme Booklet has been despatched  to Amatil Shareholders until the date of the Scheme Meeting which is necessary  to ensure that the CCEP Information is not misleading or deceptive (including  by way of omission);  (d) validly existing: it is a validly existing corporation registered under the laws of  its place of incorporation;  (e) authority: the execution and delivery of this deed by CCEP has been properly  authorised by all necessary corporate action of CCEP, and CCEP has taken or  will take all necessary corporate action to authorise the performance of this  deed and to carry out the transactions contemplated by this deed;  (f) power: it has full capacity, corporate power and lawful authority to execute,  deliver and perform this deed and to carry out the transactions contemplated by  this deed;   (g) no default: this deed does not conflict with or result in the breach of or a default  under:  (1) any provision of CCEP’s Constitution or Articles of Association; or  (2) so far as CCEP is aware, any writ, order or injunction, judgment, law,  rule or regulation to which it is party or subject or by which it or any  other CCEP Group Member is bound.  (h) deed binding: this deed is, and the Deed Poll will be (once executed), a valid  and binding obligation of CCEP, enforceable in accordance with its terms;  





 






            Scheme implementation deed page 72   (i) CCEP Sub: CCEP Sub:   (1) is a wholly-owned Subsidiary of CCEP;  (2) all of the shares or other securities in CCEP Sub are legally and  beneficially owned by CCEP or another wholly-owned Subsidiary of  CCEP and no other person will have any right to be issued or  transferred any share or other security in CCEP Sub; and  (3) CCEP also gives the CCEP Representations and Warranties in  clauses (d), (e), (f), (g) and (j) of this Schedule 3 in relation to CCEP  Sub, and clause (h) in this Schedule 3 in respect of the valid, binding  and enforceable nature of the obligations of CCEP Sub under this  deed and the Deed Poll;   (j) Insolvency Event or regulatory action: no Insolvency Event has occurred in  relation to it or another CCEP Group Member, nor has any regulatory action of  any nature been taken that would reasonably be likely to prevent or restrict its  ability to fulfil its obligations under this deed, under the Deed Poll or under the  Scheme;   (k) disclosure of TCCC relevant agreements: on or before 26 October 2020  (except in respect of the Co-Operation and Sale Agreement) and at all times  between 26 October 2020 and the Implementation Date (inclusive), other than  the existence and details of any arm’s length commercial conversations  between a CCEP Group Member and a TCCC Group Member in the ordinary  course of business unrelated to the terms of the Transaction, CCEP has fully  disclosed to Amatil all agreements, arrangements or understandings or  proposed agreements, arrangements or understandings (whether written or  oral) (including with respect to any time after the Implementation Date) between  any CCEP Group Member and any TCCC Group Member in connection with  the acquisition or disposal, or acquisition and disposal, by a CCEP Group  Member or a TCCC Group Member of any interest in the securities, assets,  businesses or operations of Amatil or any other Amatil Group Member or any  other commercial or other arrangements related to Amatil or another Amatil  Group Member, any Relevant Jurisdiction or the performance or conduct of the  business of the Amatil Group (in whole or in part) (including all of the terms of  those agreements, arrangements or understandings or proposed agreements,  arrangements or understandings, in particular the terms relating to the  consideration to be paid in relation to any acquisition or disposal, or acquisition  and disposal, of any interest in a share held by a TCCC Group Member, or a  relevant TCCC Group Member’s shares, in Amatil or another Amatil Group  Member, or any asset, business or operations of an Amatil Group Member);   (l) TCCC consideration: the value of the consideration to be paid by the CCEP  Group to the TCCC Group in relation to the acquisition by the CCEP Group of  any interest in a share held by a TCCC Group Member, or a relevant TCCC  Group Member’s shares, in Amatil:   (1) based on the value of CCEP shares as at 26 October 2020, will not be  greater per Amatil Share than $12.75 and   (2) will at all times be as provided for in the Co-operation and Sale  Agreement;   (m) other dealings: other than the Co-Operation Letter and the Co-operation and  Sale Deed or with respect to any arm’s length commercial conversations in the  ordinary course of business unrelated to the terms of the Transaction, no CCEP  Group Member has entered into any agreement, arrangement or understanding  (whether written or oral) in relation to the securities, business, operations or  assets of an Amatil Group Member (including in relation to the securities,  





 






            Scheme implementation deed page 73   business or operations or assets of an Amatil Group Member at or after the  Implementation Date) or any other commercial or other arrangements related to  Amatil or another Amatil Group Member, any territory or jurisdiction in which the  Amatil Group operates or the performance or conduct of the business of the  Amatil Group (in whole or in part), the Transaction, the TCCC Transaction or  the Scheme;  (n) Scheme Consideration: it will, by the Implementation Date, have available to it  sufficient cash amounts to ensure that CCEP Sub can satisfy, its obligation to  pay the Scheme Consideration in accordance with CCEP’s and CCEP Sub’s  obligations under this deed, the Scheme and the Deed Poll;   (o) no regulatory approvals: neither it nor CCEP requires any approval, consent,  clearance, waiver, ruling, relief, confirmation, exemption, declaration or notice  from any Government Agency in order to execute and perform this deed and  the TCCC Transaction, other than the Regulatory Approvals; and  (p) no shareholder approval: neither it nor CCEP requires approval from any of its  securityholders, or from any securityholders of any other CCEP Group Member,  to execute, deliver or perform this deed or the Co-Operation and Sale  Agreement;  (q) reasonable basis: at all times between the date of this deed and 8.00am on  the Second Court Date, CCEP has a reasonable basis to expect that CCEP  Sub will have available to it sufficient cash amounts (whether from internal cash  reserves or external funding in accordance with the terms of the Commitment  Letter) to satisfy CCEP Sub’s obligations to provide the Scheme Consideration  in accordance with CCEP’s and CCEP Sub’s obligations under this deed, the  Scheme and the Deed Poll and the full required cash consideration to be paid  by the CCEP Group to the TCCC Group for the acquisition of the TCCC Shares  on the Implementation Date pursuant to the Co-Operation and Sale Agreement;   (r) unconditional cash reserves: by 8.00am on the Second Court Date, CCEP  Sub will have available to it on an unconditional basis (other than conditions  related to the Court approval or other procedural matters which, by their nature,  can only be satisfied or performed after the Second Court Date) sufficient cash  reserves (whether from internal cash reserves or external funding arrangements  in connection with the Commitment Letter) to satisfy CCEP’s and CCEP Sub’s  obligations to provide the Scheme Consideration in accordance with their  obligations under this deed, the Scheme and the Deed Poll and the full required  cash consideration to be paid by the CCEP Group to the TCCC Group for the  acquisition of the TCCC Shares on the Implementation Date pursuant to the Co- Operation and Sale Agreement;   (s) no other financing arrangements: as at the date of this deed, no CCEP  Group Member nor any Associate of a CCEP Group Member is a party to any  agreement, arrangement or understanding (whether written or oral) with a Debt  Financier in connection with the Transaction or the TCCC Transaction other  than in connection with the Commitment Letter, and, at all times up until and  including the Implementation Date, CCEP has or will have fully disclosed to  Amatil all agreements, arrangements or understandings (whether written or  oral), including any Replacement Financing Letters and Debt Documents, with  any Debt Financier in connection with the Transaction or the TCCC  Transaction;   (t) dealings in Amatil securities: as at the date of this deed:   (1) CCEP and its Related Bodies Corporate have a Relevant Interest in  223,049,276 Amatil Shares, being the TCCC Shares, and neither  CCEP nor any Related Body Corporate of CCEP has a Relevant  





 






            Scheme implementation deed page 74   Interest in, or a right to acquire, any other Amatil Shares (whether  issued or not or held by CCEP or not); and  (2) other than the Co-Operation Letter and Co-Operation and Sale  Agreement, CCEP and each of its Related Bodies Corporate have not  entered into any agreement or arrangement that confers rights the  economic effect of which is equivalent or substantially equivalent to  holding, acquiring, or disposing of securities in Amatil or any of its  related bodies corporate or of any assets of Amatil or any of its  Related Bodies Corporate (including cash-settled derivative contract,  contracts for difference or other derivative contracts); and  (u) Replacement Financing Letters: any Replacement Financing Letters will not  reduce the aggregate amount of the Debt Financing below an amount  necessary to fund the aggregate Scheme Consideration payable for all the  Scheme Shares and the full required cash consideration to be paid by the  CCEP Group to the TCCC Group for the acquisition of the TCCC Shares on the  Implementation Date pursuant to the Co-Operation and Sale Agreement or  expand upon or amend the conditions precedent to the Debt Financing as set  forth in the Commitment Letter and neither the arrangement nor negotiation of  any Replacement Financing Letters nor the terms thereof will delay the  Implementation Date. 





 






            Scheme implementation deed page 75   Schedule 4  Amatil Representations and Warranties  Amatil represents and warrants to CCEP that:  (a) Amatil Information: the Amatil Information contained in the Scheme Booklet,  as at the date the Scheme Booklet is despatched to Amatil Shareholders, will  not contain any statement which is materially misleading or deceptive (with any  statement of belief or opinion having being formed on a reasonable basis),  including by way of omission from that statement;  (b) basis of Amatil Information: the Amatil Information:  (1) will be prepared and included in the Scheme Booklet in good faith;  and  (2) will comply in all material respects with the requirements of the  Corporations Act, the Corporations Regulations, RG 60 and the  Listing Rules,   and all information provided by Amatil to the Independent Expert will, as at the  date that information is provided, be provided in good faith and on the  understanding that, to the extent accepted by the Independent Expert, the  Independent Expert will rely on that information for the purpose of preparing the  Independent Expert’s Report;  (c) new information: it will, as a continuing obligation (but in respect of the CCEP  Information, only to the extent that CCEP provides Amatil with updates to the  CCEP Information), ensure that the Scheme Booklet is updated or  supplemented to include all further or new information which arises after the  Scheme Booklet has been despatched to Amatil Shareholders (other than the  Excluded Shareholders) until the date of the Scheme Meeting which is  necessary to ensure that the Scheme Booklet is not misleading or deceptive  (including by way of omission);  (d) validly existing: it is a validly existing corporation registered under the laws of  its place of incorporation;  (e) authority: the execution and delivery of this deed by Amatil has been properly  authorised by all necessary corporate action of Amatil, and Amatil has taken or  will take all necessary corporate action to authorise the performance by Amatil  of this deed and the transactions contemplated by this deed  (f) power: it has full capacity, corporate power and lawful authority to execute,  deliver and perform this deed;  (g) no default: this deed does not conflict with or result in the breach of or a default  under:  (1) any provision of Amatil’s constitution; or  (2) so far as Amatil is aware, any writ, order or injunction, judgment, law,  rule or regulation to which it is party or subject or by which it or any  other Amatil Group Member is bound;  (h) deed binding: this deed is a valid and binding obligation of Amatil, enforceable  in accordance with its terms;  





 






            Scheme implementation deed page 76   (i) capital structure: its capital structure, comprising all issued equity securities as  at the date of this deed, is as set out in Schedule 5 and it has not issued or  granted (or agreed to issue or grant) any other securities, options, warrants,  performance rights or other instruments which are still outstanding and may  convert into Amatil Shares other than as set out in Schedule 5 and it is not  under any obligation to issue or grant, and no person has any right to call for the  issue or grant of, any Amatil Shares;  (j) Insolvency Event or regulatory action: no Insolvency Event has occurred in  relation to it or another Amatil Group Member, nor has any regulatory action of  any nature of which it is aware been taken that would reasonably be likely to  prevent or restrict its ability to fulfil its obligations under this deed or under the  Scheme;  (k) Disclosure Materials:   (1) it has collated and made available all of the Disclosure Materials to  CCEP and its Related Persons in good faith for the purposes of a  limited due diligence process;   (2) as at the date of this deed, as far as Amatil is aware, the information  contained in the Disclosure Materials is accurate in all material  respects and not misleading in any material respect (recognising that  the information contained in the Disclosure Materials (other than the  Disclosure Letter) has been limited to the items specified in the  requests for information agreed between the parties in writing and  according to the materiality thresholds agreed between the parties in  writing);    (3) as at the date of this deed, Amatil is not aware of any information  which falls within the scope of the requests for information agreed  between the parties in writing through their respective Related  Persons, which is not included in the Disclosure Materials and which  is material according to the materiality thresholds agreed between the  parties in writing; and     (4) as at the date of this deed, as far as Amatil is aware, it has complied  in all material respects with its continuous disclosure obligations under  Listing Rule 3.1 and as at the date of this deed is not withholding any  information (other than as agreed between the parties in writing) from  ASX under Listing Rule 3.1 that has not been Fairly Disclosed in the  Disclosure Materials.  For the purpose of this clause (k), the Disclosure Materials are deemed not to  include (i) any information, document, representation, statement, view or  opinion to the extent that it contains or expresses a forecast, prediction or  projection or is otherwise forward looking at the date of this deed or (ii) any  information, document, representation, statement, view or opinion to the extent  that the same was not prepared, made or expressed by an Amatil Group  Member; and  (l) director claims: as at the date of this deed, no Amatil Director has made or  threatened to make a claim, excluding any claims for outstanding fees or  remuneration (Amatil Director Claims), and between the date of this deed and  the Second Court Date no Amatil Director Claims have arisen which have not  been promptly disclosed to CCEP.  





 






            Scheme implementation deed page 77   Schedule 5  Capital structure    Security Total number on issue  Amatil Shares 723,999,699  Amatil Equity Incentives 3,948,551 comprised of:   1,342,193 share rights (2018-2020 Long  Term Incentive Plan)   1,417,123 share rights (2019-2021 Long  Term Incentive Plan)   1,189,235 share rights (2020-2022 Long  Term Incentive Plan)      





 






            Scheme implementation deed      Signing page  Executed as a deed     Amatil    Signed sealed and delivered by   Coca-Cola Amatil Limited  by   sign here ►   sign here ►    Company Secretary/Director  Director  print name     print name         





 






           Signing page      Scheme implementation deed       CCEP    Signed sealed and delivered by  Coca-Cola European Partners  plc in the presence of      sign here ►   sign here ►    Authorised signatory  Witness  print name     print name         Seal  





 






           Signing page      Scheme implementation deed       CCEP Sub    Signed sealed and delivered by   CCEP Australia Pty Ltd  by   sign here ►   sign here ►    Company Secretary/Director  Director  print name     print name    





 






            Scheme implementation deed page 1   Attachment 1  Indicative Timetable    Event Date  Announcement and signing of scheme implementation  deed   4 November 2020  Scheme Booklet provided to ASIC in draft mid January 2020  First Court hearing early February 2021  Amatil Full Year Results late February 2021  Scheme Meeting early-mid March 2021  Second Court hearing mid-late March 2021  Effective Date mid-late March 2021  Scheme Record Date late March 2021  Implementation Date late March-early April 2021    





 






            Scheme implementation deed page 1   Attachment 2  Scheme of arrangement    





 






ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia GPO Box 4227 Sydney NSW 2001 Australia T +61 2 9225 5000  F +61 2 9322 4000 herbertsmithfreehills.com  DX 361 Sydney Scheme of arrangement – share scheme Coca-Cola Amatil Limited Scheme Shareholders 





 






Scheme of arrangement page 2 Scheme of arrangement – share scheme This scheme of arrangement is made under section 411 of the Corporations Act  2001 (Cth) Between the parties Amatil Coca-Cola Amatil Limited ACN 004 139 397 of Level 13, 40 Mount Street, North Sydney, NSW  2060 Scheme  Shareholders Each holder of Amatil Shares recorded in the Amatil Share Register  as at the Scheme Record Date (other than an Excluded Shareholder) 1 Definitions, interpretation and scheme components 1.1 Definitions Schedule 1 contains definitions used in this Scheme. 1.2 Interpretation Schedule 1 contains interpretation rules for this Scheme. 1.3 Scheme components This Scheme includes any schedule to it. 2 Preliminary matters (a) Amatil is a public company limited by shares, registered in New South Wales,  Australia, and has been admitted to the official list of the ASX. Amatil Shares are  quoted for trading on the ASX. (b) As at the date of the Implementation Deed, 723,999,699 Amatil Shares were on  issue. (c) CCEP is a public company limited by shares registered in England and Wales,  United Kingdom.  (d) CCEP Sub, a wholly-owned Subsidiary of CCEP, is a proprietary company  limited by shares registered in New South Wales, Australia. (e) If this Scheme becomes Effective: 





 






3 Conditions Scheme of arrangement page 3 (1) in consideration of the transfer of each Scheme Share to CCEP Sub,  CCEP Sub must provide the Scheme Consideration to the Scheme  Shareholders in accordance with the terms of this Scheme and the  Deed Poll; and (2) all the Scheme Shares, and all the rights and entitlements attaching to  them as at the Implementation Date, must be transferred to CCEP  Sub and Amatil will enter the name of CCEP Sub in the Amatil Share  Register in respect of the Scheme Shares. (f) Amatil, CCEP and CCEP Sub have agreed, by executing the Implementation  Deed, to implement this Scheme (among other things). (g) This Scheme attributes actions to CCEP and CCEP Sub but does not itself  impose an obligation on them to perform those actions. CCEP and CCEP Sub have agreed, by executing the Deed Poll, to perform the actions attributed to  them under this Scheme, including the provision of the Scheme Consideration  to the Scheme Shareholders. 3 Conditions 3.1 Conditions precedent This Scheme is conditional on and will have no force or effect until, the satisfaction of  each of the following conditions precedent:  (a) all the conditions in clause 3.1 of the Implementation Deed (other than the  condition in the Implementation Deed relating to Court approval of this Scheme)  having been satisfied or waived in accordance with the terms of the  Implementation Deed by 8.00am on the Second Court Date; (b) neither the Implementation Deed nor the Deed Poll having been terminated in  accordance with their terms before 8.00am on the Second Court Date;  (c) approval of this Scheme by the Court under paragraph 411(4)(b) of the  Corporations Act, including with any alterations made or required by the Court  under subsection 411(6) of the Corporations Act and agreed to by CCEP and  Amatil; (d) subject to clause 8.1, such other conditions made or required by the Court  under subsection 411(6) of the Corporations Act in relation to this Scheme and agreed to by CCEP and Amatil having been satisfied or waived; and (e) the orders of the Court made under paragraph 411(4)(b) (and, if applicable,  subsection 411(6)) of the Corporations Act approving this Scheme coming into  effect, pursuant to subsection 411(10) of the Corporations Act, on or before the  End Date. 3.2 Certificate (a) Amatil and CCEP will provide to the Court on the Second Court Date a  certificate (signed for and behalf of Amatil, CCEP and CCEP Sub respectively), or such other evidence as the Court requests, confirming (in respect of matters  within their knowledge) whether or not all of the conditions precedent in  clauses 3.1(a) and 3.1(b) have been satisfied or waived.  (b) The certificate referred to in clause 3.2(a) constitutes conclusive evidence that  such conditions precedent were satisfied, waived or taken to be waived. 





 






4 Implementation of this Scheme Scheme of arrangement page 4 3.3 End Date This Scheme will lapse and be of no further force or effect if: (a) the Effective Date does not occur on or before the End Date; or (b) the Implementation Deed or the Deed Poll is terminated in accordance with its  terms, unless Amatil and CCEP otherwise agree in writing. 4 Implementation of this Scheme 4.1 Lodgement of Court orders with ASIC Amatil must lodge with ASIC, in accordance with subsection 411(10) of the Corporations  Act, an office copy of the Court order approving this Scheme as soon as possible after  the Court approves this Scheme and in any event by 5.00pm on the first Business Day  after the day on which the Court approves this Scheme. 4.2 Transfer of Scheme Shares On the Implementation Date: (a) subject to the provision of the Scheme Consideration in the manner  contemplated by clause 5.1(c), the Scheme Shares, together with all rights and  entitlements attaching to the Scheme Shares as at the Implementation Date,  must be transferred to CCEP Sub, without the need for any further act by any  Scheme Shareholder (other than acts performed by Amatil as attorney and  agent for Scheme Shareholders under clause 8.5), by: (1) Amatil delivering to CCEP Sub a duly completed Scheme Transfer,  executed on behalf of the Scheme Shareholders by Amatil as attorney and agent, for registration; and (2) CCEP Sub duly executing the Scheme Transfer, attending to the  stamping of the Scheme Transfer (if required) and delivering it to  Amatil for registration; and (b) immediately following receipt of the Scheme Transfer in accordance with clause  4.2(a)(2), but subject to the stamping of the Scheme Transfer (if required), Amatil must enter, or procure the entry of, the name of CCEP Sub in the Amatil  Share Register in respect of all the Scheme Shares transferred to CCEP Sub in  accordance with this Scheme. 5 Scheme Consideration 5.1 Provision of Scheme Consideration (a) CCEP Sub must, and Amatil must use its best endeavours to procure that  CCEP Sub does, by no later than the Business Day before the Implementation  Date, deposit, or procure the deposit, in cleared funds an amount equal to the  aggregate amount of the Scheme Consideration payable to all Scheme  





 






5 Scheme Consideration Scheme of arrangement page 5 Shareholders, into an Australian dollar denominated trust account operated by  Amatil as trustee for the Scheme Shareholders, (provided that any interest on  the amounts deposited (less bank fees and other charges) will be credited to  CCEP Sub’s account). (b) In the event that CCEP Sub will not or does not fulfil its obligations under clause  5.1(a), CCEP must, and Amatil must use its best endeavours to procure that  CCEP does, perform those obligations as if the references to CCEP Sub in  clause 5.1(a) were references to CCEP. (c) On the Implementation Date, subject to funds having been deposited in  accordance with clause 5.1(a) or clause 5.1(b) (as applicable), Amatil must pay  or procure the payment of the Scheme Consideration to each Scheme  Shareholder from the trust account referred to in clause 5.1(a). (d) The obligations of Amatil under clause 5.1(c) will be satisfied by Amatil (in its  absolute discretion, and despite any election referred to in clause 5.1(d)(1) or  authority referred to in clause 5.1(d)(2) made or given by the Scheme Shareholder): (1) if a Scheme Shareholder has, before the Scheme Record Date, made  a valid election in accordance with the requirements of the Amatil Registry to receive dividend payments from Amatil by electronic funds  transfer to a bank account nominated by the Scheme Shareholder,  paying, or procuring the payment of, the relevant amount in Australian  currency by electronic means in accordance with that election; (2) paying, or procuring the payment of, the relevant amount in Australian  currency by electronic means to a bank account nominated by the  Scheme Shareholder by an appropriate authority from the Scheme  Shareholder to Amatil; or (3) dispatching, or procuring the dispatch of, a cheque for the relevant  amount in Australian currency to the Scheme Shareholder by prepaid  post to their Registered Address (as at the Scheme Record Date),  such cheque being drawn in the name of the Scheme Shareholder (or  in the case of joint holders, in accordance with the procedures set out  in clause 5.2). (e) To the extent that, following satisfaction of Amatil’s obligations under clause  5.1(c), there is a surplus in the amount held by Amatil as trustee for the Scheme  Shareholders in the trust account referred to in that clause, that surplus may be  paid by Amatil to CCEP Sub. 5.2 Joint holders In the case of Scheme Shares held in joint names:  (a) subject to clause 5.1(d), the Scheme Consideration is payable to the joint  holders and any cheque required to be sent under this Scheme will be made  payable to the joint holders and sent to either, at the sole discretion of Amatil, the holder whose name appears first in the Amatil Share Register as at the  Scheme Record Date or to the joint holders (unless the joint holders have  nominated a bank account under clauses 5.1(d)(1) or 5.1(d)(2), in which case  the amount must be deposited directly to the nominated bank account of the  joint holders); and (b) any other document required to be sent under this Scheme, will be forwarded to  either, at the sole discretion of Amatil, the holder whose name appears first in  the Amatil Share Register as at the Scheme Record Date or to the joint holders. 





 






6 Dealings in Amatil Shares Scheme of arrangement page 6 5.3 Unclaimed monies (a) Amatil may cancel a cheque issued under this clause 5 if the cheque: (1) is returned to Amatil; or (2) has not been presented for payment within six months after the date  on which the cheque was sent. (b) During the period of 12 months commencing on the Implementation Date, on  request in writing from a Scheme Shareholder to Amatil (or the Amatil Registry)  (which request may not be made until the date which is 30 Business Days after  the Implementation Date), Amatil must reissue a cheque that was previously  cancelled under this clause 5.3. (c) The Unclaimed Money Act 1995 (NSW) will apply in relation to any Scheme  Consideration which becomes ‘unclaimed money’ (as defined in section 7 of the  Unclaimed Money Act 1995 (NSW)). 5.4 Fractional entitlements Where the calculation of the Scheme Consideration to be provided to a particular  Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a  fraction of a cent, that fractional entitlement will be rounded down to the nearest whole  cent. 5.5 Orders of a court or Government Agency If written notice is given to Amatil (or the Amatil Registry), CCEP, or CCEP Sub, of an  order or direction made by a court of competent jurisdiction or by another Government  Agency that: (a) requires consideration to be provided to a third party (either through payment of  a sum or the issuance of a security) in respect of Scheme Shares held by a  particular Scheme Shareholder, which would otherwise be payable or required  to be issued to that Scheme Shareholder by Amatil in accordance with this  clause 5, then Amatil shall be entitled to procure that provision of that  consideration is made in accordance with that order or direction; or (b) prevents Amatil from providing consideration to any particular Scheme  Shareholder in accordance with this clause 5, or the payment or issuance of  such consideration is otherwise prohibited by applicable law, Amatil shall be  entitled to (as applicable) retain an amount, in Australian dollars, equal to the  number of Scheme Shares held by that Scheme Shareholder multiplied by the  Scheme Consideration until such time as provision of the Scheme  Consideration in accordance with this clause 5 is permitted by that (or another)  order or direction or otherwise by law. 6 Dealings in Amatil Shares 6.1 Determination of Scheme Shareholders To establish the identity of the Scheme Shareholders, dealings in Amatil Shares or other  alterations to the Amatil Share Register will only be recognised if: 





 






7 Quotation of Amatil Shares Scheme of arrangement page 7 (a) in the case of dealings of the type to be effected using CHESS, the transferee is  registered in the Amatil Share Register as the holder of the relevant Amatil Shares before the Scheme Record Date; and (b) in all other cases, registrable transfer or transmission applications in respect of  those dealings, or valid requests in respect of other alterations, are received  before the Scheme Record Date at the place where the Amatil Share Register  is kept, and Amatil must not accept for registration, nor recognise for any purpose (except a  transfer to CCEP Sub pursuant to this Scheme and any subsequent transfer by CCEP  Sub or its successors in title), any transfer or transmission application or other request  received after such times, or received prior to such times but not in registrable or  actionable form, as appropriate. 6.2 Register (a) Amatil must register registrable transmission applications or transfers of the  Scheme Shares that are received in accordance with clause 6.1(b) before the  Scheme Record Date provided that, for the avoidance of doubt, nothing in this  clause 6.2(a) requires Amatil to register a transfer that would result in a Amatil Shareholder holding a parcel of Amatil Shares that is less than a ‘marketable  parcel’ (for the purposes of this clause 6.2(a) ‘marketable parcel’ has the  meaning given in the Operating Rules). (b) If this Scheme becomes Effective, a Scheme Shareholder (and any person  claiming through that holder) must not dispose of, or purport or agree to dispose  of, any Scheme Shares or any interest in them on or after the Scheme Record  Date otherwise than pursuant to this Scheme, and any attempt to do so will  have no effect and Amatil shall be entitled to disregard any such disposal, purported disposal or agreement. (c) For the purpose of determining entitlements to the Scheme Consideration,  Amatil must maintain the Amatil Share Register in accordance with the  provisions of this clause 6.2 until the Scheme Consideration has been paid to  the Scheme Shareholders. The Amatil Share Register in this form will solely  determine entitlements to the Scheme Consideration. (d) All statements of holding for Amatil Shares (other than statements of holding in  favour of CCEP Sub or any Excluded Shareholders) will cease to have effect  after the Scheme Record Date as documents of title in respect of those shares  and, as from that date, each entry current at that date on the Amatil Share  Register (other than entries on the Amatil Share Register in respect of CCEP  Sub or any Excluded Shareholder) will cease to have effect except as evidence  of entitlement to the Scheme Consideration in respect of the Amatil Shares  relating to that entry. (e) As soon as possible on or after the Scheme Record Date, and in any event by  5.00pm on the first Business Day after the Scheme Record Date, Amatil will  ensure that details of the names, Registered Addresses and holdings of Amatil Shares for each Scheme Shareholder as shown in the Amatil Share Register  are available to CCEP Sub in the form CCEP Sub reasonably requires. 7 Quotation of Amatil Shares (a) Amatil must apply to ASX to suspend trading on the ASX in Amatil Shares with  effect from the close of trading on the Effective Date. 





 






8 General Scheme provisions Scheme of arrangement page 8 (b) On a date after the Implementation Date to be determined by CCEP, Amatil must apply: (1) for termination of the official quotation of Amatil Shares on the ASX;  and (2) to have itself removed from the official list of the ASX. 8 General Scheme provisions 8.1 Consent to amendments to this Scheme If the Court proposes to approve this Scheme subject to any alterations or conditions:  (a) Amatil may, by its counsel, consent on behalf of all persons concerned to those  alterations or conditions to which CCEP has consented; and (b) each Scheme Shareholder agrees to any such alterations or conditions which  Amatil has consented to. 8.2 Scheme Shareholders’ agreements and warranties (a) Each Scheme Shareholder: (1) agrees to the transfer of their Amatil Shares together with all rights  and entitlements attaching to those Amatil Shares in accordance with  this Scheme;  (2) agrees to the variation, cancellation or modification of the rights  attached to their Amatil Shares constituted by or resulting from this  Scheme;  (3) agrees to, on the direction of CCEP Sub, destroy any holding  statements or share certificates relating to their Amatil Shares; (4) who holds their Amatil Shares in a CHESS Holding agrees to the  conversion of those Amatil Shares to an Issuer Sponsored Holding  and irrevocably authorises Amatil to do anything necessary or  expedient (whether required by the Settlement Rules or otherwise) to  effect or facilitate such conversion; and (5) acknowledges and agrees that this Scheme binds Amatil and all  Scheme Shareholders (including those who do not attend the Scheme  Meeting and those who do not vote, or vote against this Scheme, at  the Scheme Meeting). (b) Each Scheme Shareholder is taken to have warranted to Amatil and CCEP Sub on the Implementation Date, and appointed and authorised Amatil as its  attorney and agent to warrant to CCEP Sub on the Implementation Date, that: (1) all their Amatil Shares (including any rights and entitlements attaching  to those shares) which are transferred under this Scheme will, at the  date of transfer, be fully paid and free from all mortgages, charges,  liens, encumbrances, pledges, security interests (including any  ‘security interests’ within the meaning of section 12 of the Personal  Property Securities Act 2009 (Cth)) and interests of third parties of any  kind, whether legal or otherwise, and restrictions on transfer of any  kind, and that they have full power and capacity to transfer their Amatil Shares to CCEP Sub together with any rights and entitlements  





 






8 General Scheme provisions Scheme of arrangement page 9 attaching to those shares. Amatil undertakes that it will provide such  warranty to CCEP Sub as agent and attorney of each Scheme  Shareholder; and (2) they have no existing right to be issued any Amatil Shares, Amatil  Equity Incentives, or any other Amatil equity securities. Amatil  undertakes that it will provide such warranty to CCEP Sub as agent  and attorney of each Scheme Shareholder. 8.3 Title to and rights in Scheme Shares (a) To the extent permitted by law, the Scheme Shares (including all rights and  entitlements attaching to the Scheme Shares) transferred under this Scheme to  CCEP Sub will, at the time of transfer of them to CCEP Sub, vest in CCEP Sub free from all mortgages, charges, liens, encumbrances, pledges, security  interests (including any ‘security interests’ within the meaning of section 12 of  the Personal Property Securities Act 2009 (Cth)) and interests of third parties of  any kind, whether legal or otherwise and free from any restrictions on transfer of  any kind.  (b) Immediately upon the provision of the Scheme Consideration to each Scheme  Shareholder in the manner contemplated by clause 5.1, CCEP Sub will be  beneficially entitled to the Scheme Shares to be transferred to it under this  Scheme pending registration by Amatil of CCEP Sub in the Amatil Share  Register as the holder of the Scheme Shares. 8.4 Appointment of sole proxy Immediately upon the provision of the Scheme Consideration to each Scheme  Shareholder in the manner contemplated by clause 5.1(c), and until Amatil registers  CCEP Sub as the holder of all Scheme Shares in the Amatil Share Register, each  Scheme Shareholder:  (a) is deemed to have appointed CCEP Sub as attorney and agent (and directed  CCEP Sub in each such capacity) to appoint any director, officer, secretary or  agent nominated by CCEP Sub as its sole proxy and, where applicable or  appropriate, corporate representative to attend shareholders' meetings,  exercise the votes attaching to the Scheme Shares registered in their name and  sign any shareholders' resolution or document; (b) must not attend or vote at any of those meetings or sign any resolutions,  whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a));  (c) must take all other actions in the capacity of a registered holder of Scheme  Shares as CCEP Sub reasonably directs; and (d) acknowledges and agrees that in exercising the powers referred to in clause  8.4(a), CCEP Sub and any director, officer, secretary or agent nominated by  CCEP Sub under clause 8.4(a) may act in the best interests of CCEP Sub as  the intended registered holder of the Scheme Shares. 8.5 Authority given to Amatil Each Scheme Shareholder, without the need for any further act: (a) on the Effective Date, irrevocably appoints Amatil and each of its directors,  officers and secretaries (jointly and each of them severally) as its attorney and  agent for the purpose of enforcing the Deed Poll against CCEP and CCEP Sub, 





 






9 General Scheme of arrangement page 10 and Amatil undertakes in favour of each Scheme Shareholder that it will enforce  the Deed Poll against CCEP and CCEP Sub on behalf of and as agent and  attorney for each Scheme Shareholder; and (b) on the Implementation Date, irrevocably appoints Amatil and each of its  directors, officers and secretaries (jointly and each of them severally) as its  attorney and agent for the purpose of executing any document or doing or  taking any other act necessary, desirable or expedient to give effect to this  Scheme and the transactions contemplated by it, including (without limitation)  executing the Scheme Transfer, and Amatil accepts each such appointment. Amatil as attorney and agent of each  Scheme Shareholder, may sub-delegate its functions, authorities or powers under this  clause 8.5 to all or any of its directors, officers, secretaries or employees (jointly,  severally or jointly and severally). 8.6 Binding effect of Scheme This Scheme binds Amatil and all of the Scheme Shareholders (including those who did  not attend the Scheme Meeting to vote on this Scheme, did not vote at the Scheme  Meeting, or voted against this Scheme at the Scheme Meeting) and, to the extent of any  inconsistency, overrides the constitution of Amatil. 9 General 9.1 Stamp duty (a) CCEP Sub will: (1) pay all stamp duty and any related fines and penalties payable on or  in connection with the transfer by the Scheme Shareholders of the  Scheme Shares to CCEP Sub pursuant to this Scheme or the Deed  Poll; and (2) indemnify each Scheme Shareholder against any liability arising from  failure to comply with clause 9.1(a)(1), (b) In the event that CCEP Sub will not or does not fulfil its obligations under clause 9.1(a), CCEP will: (1) perform those obligations; and  (2) indemnify each Scheme Shareholder against any liability arising from  failure to comply with clause 9.1(b)(1). 9.2 Consent Each of the Scheme Shareholders consents to Amatil doing all things necessary or  incidental to, or to give effect to, the implementation of this Scheme, whether on behalf of  the Scheme Shareholders, Amatil or otherwise. 9.3 Notices (a) If a notice, transfer, transmission application, direction or other communication  referred to in this Scheme is sent by post to Amatil, it will not be taken to be  received in the ordinary course of post or on a date and time other than the date  





 






9 General Scheme of arrangement page 11 and time (if any) on which it is actually received at Amatil’s registered office or at the office of the Amatil Registry. (b) The accidental omission to give notice of the Scheme Meeting or the non- receipt of such notice by an Amatil Shareholder will not, unless so ordered by  the Court, invalidate the Scheme Meeting or the proceedings of the Scheme  Meeting. 9.4 Governing law (a) This Scheme is governed by the laws in force in New South Wales, Australia. (b) The parties irrevocably submit to the non-exclusive jurisdiction of courts  exercising jurisdiction in New South Wales, Australia and courts of appeal from  them in respect of any proceedings arising out of or in connection with this  Scheme. The parties irrevocably waive any objection to the venue of any legal  process in these courts on the basis that the process has been brought in an  inconvenient forum. 9.5 Further action Amatil must do all things and execute all documents necessary to give full effect to this  Scheme and the transactions contemplated by it. 9.6 No liability when acting in good faith Each Scheme Shareholder agrees that neither Amatil, CCEP nor CCEP Sub nor any  director, officer, secretary or employee of Amatil, CCEP, or CCEP Sub, shall be liable for  anything done or omitted to be done in the performance of this Scheme or the Deed Poll  in good faith. 





 






Scheme of arrangement page 12 Schedule 1 Definitions and interpretation 1 Definitions The meanings of the terms used in this Scheme are set out below. Term Meaning Amatil Coca-Cola Amatil Limited ACN 004 139 397. Amatil Group Amatil and each of its Subsidiaries, and a reference to an Amatil Group Member or a member of the Amatil Group is to Amatil or any  of its Subsidiaries. Amatil Equity Incentive any rights to Amatil Shares issued under employee incentive  arrangements of the Amatil Group. Amatil Registry Link Market Services Limited ABN 54 083 214 537. Amatil Share a fully paid ordinary share in the capital of Amatil. Amatil Shareholder each person who is registered as the holder of a Amatil Share in the  Amatil Share Register. Amatil Share Register the register of members of Amatil maintained in accordance with the  Corporations Act. ASIC the Australian Securities and Investments Commission. ASX ASX Limited ABN 98 008 624 691 and, where the context requires, the  financial market that it operates. Business Day a day that is not a Saturday, Sunday or a public holiday or bank  holiday in Sydney, Australia. 





 






Schedule 1 Definitions and interpretation Scheme of arrangement page 13 Term Meaning CCEP Coca-Cola European Partners plc registered in England and Wales  under number 09717350 of Pemberton House, Bakers Road,  Uxbridge, UB8 1EZ, United Kingdom. CCEP Group CCEP and each of its Subsidiaries and a reference to a CCEP Group  Member or a member of the CCEP Group is to CCEP or any of its  Subsidiaries. CCEP Sub CCEP Australia Pty Ltd registered in New South Wales, Australia  under ACN 645 548 634 of c/- Level 17, 8 Chifley, 8-12 Chifley Square,  Sydney NSW 2000, being a wholly owned Subsidiary of CCEP. CHESS the Clearing House Electronic Subregister System operated by ASX  Settlement Pty Ltd and ASX Clear Pty Limited. CHESS Holding has the meaning given in the Settlement Rules. Corporations Act the Corporations Act 2001 (Cth), as modified or varied by ASIC. Court the Supreme Court of New South Wales, or such other court of  competent jurisdiction under the Corporations Act agreed to in writing  by CCEP and Amatil. Deed Poll the deed poll substantially in the form of Attachment 1 under which  CCEP and CCEP Sub each covenant in favour of the Scheme  Shareholders to perform the obligations attributed to CCEP and CCEP  Sub under this Scheme. Effective when used in relation to this Scheme, the coming into effect, under  subsection 411(10) of the Corporations Act, of the Court order made  under paragraph 411(4)(b) of the Corporations Act in relation to this  Scheme. Effective Date the date on which this Scheme becomes Effective. End Date 1 30 September 2021; or 2 such other date as agreed in writing by the parties. Excluded Shareholder any Amatil Shareholder who: 





 






Schedule 1 Definitions and interpretation Scheme of arrangement page 14 Term Meaning 1 is a member of the CCEP Group or any Amatil Shareholder who  holds any Amatil Shares on behalf of, or for the benefit of, any  member of the CCEP Group and does not hold Amatil Shares on  behalf of, or for the benefit of, any other person; or 2 is a member of the TCCC Group, including Coca-Cola Holdings  (Overseas) Limited, or any Amatil Shareholder who holds any  Amatil Shares on behalf of, or for the benefit of, any member of the  TCCC Group, including Coca-Cola Holdings (Overseas) Limited,  and does not hold Amatil Shares on behalf of, or for the benefit of,  any other person, in each case, at the Scheme Record Date. Government Agency any foreign or Australian government or governmental, semi- governmental, administrative, fiscal or judicial body, department,  commission, authority, tribunal, agency or entity (including any stock or  other securities exchange), or any minister of the Crown in right of the  Commonwealth of Australia or any state, or any other federal, state,  provincial, local or other government, whether foreign or Australian. Implementation Date the fifth Business Day after the Scheme Record Date, or such other  date after the Scheme Record Date as the parties agree in writing. Implementation Deed the scheme implementation deed dated 4 November 2020 between  Amatil, CCEP and CCEP Sub relating to the implementation of this  Scheme. Issuer Sponsored  Holding  has the meaning given in the Settlement Rules. Listing Rules the official listing rules of ASX. Operating Rules the official operating rules of ASX. Registered Address in relation to a Amatil Shareholder, the address shown in the Amatil  Share Register as at the Scheme Record Date. Scheme this scheme of arrangement under Part 5.1 of the Corporations Act  between Amatil and the Scheme Shareholders subject to any  alterations or conditions made or required by the Court under  subsection 411(6) of the Corporations Act and agreed to in writing by  Amatil and CCEP. 





 






Schedule 1 Definitions and interpretation Scheme of arrangement page 15 Term Meaning Scheme Consideration the consideration to be provided by CCEP Sub to each Scheme  Shareholder for the transfer to CCEP Sub of each Scheme Share,  being for each Amatil Share held by a Scheme Shareholder as at the  Scheme Record Date, an amount of $12.75, subject to the terms of  this Scheme and subject to and as adjusted in accordance with clause  4.3 of the Implementation Deed (if applicable).  Scheme Meeting the meeting of the Amatil Shareholders (other than Excluded  Shareholders) ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on this Scheme  and includes any meeting convened following any adjournment or  postponement of that meeting. Scheme Record Date 7.00pm on the fifth Business Day after the Effective Date or such other  date as agreed in writing by Amatil and CCEP. Scheme Shareholder a holder of Amatil Shares recorded in the Amatil Share Register as at  the Scheme Record Date (other than an Excluded Shareholder). Scheme Shares all Amatil Shares held by the Scheme Shareholders as at the Scheme  Record Date, but for the avoidance of doubt does not include the  TCCC Shares. Scheme Transfer a duly completed and executed proper instrument of transfer in respect  of the Scheme Shares for the purposes of section 1071B of the  Corporations Act, in favour of CCEP Sub as transferee, which may be  a master transfer of all or part of the Scheme Shares. Second Court Date the first day on which an application made to the Court for an order  under paragraph 411(4)(b) of the Corporations Act approving this  Scheme is heard or, if the application is adjourned or subject to appeal  for any reason, the day on which the adjourned application or appeal is  heard. Settlement Rules the ASX Settlement Operating Rules, being the official operating rules  of the settlement facility provided by ASX Settlement Pty Ltd. Subsidiary has the meaning given in Division 6 of Part 1.2 of the Corporations Act. TCCC Shares the 223,049,276 Amatil Shares in respect of which Coca-Cola Holdings  (Overseas) Limited is the registered holder. 





 






Schedule 1 Definitions and interpretation Scheme of arrangement page 16 Term Meaning TCCC Group The Coca-Cola Company (a corporation organised and existing under  the laws of the state of Delaware, United States of America) and each  of its Subsidiaries and Related Bodies Corporate, and a reference to a  TCCC Group Member or a member of the TCCC Group is to TCCC or any of its Subsidiaries or Related Bodies Corporate. 2 Interpretation In this Scheme: (a) headings and bold type are for convenience only and do not affect the  interpretation of this Scheme; (b) the singular includes the plural and the plural includes the singular; (c) words of any gender include all genders; (d) other parts of speech and grammatical forms of a word or phrase defined in this  Scheme have a corresponding meaning; (e) a reference to a person includes any company, partnership, joint venture,  association, corporation or other body corporate and any Government Agency  as well as an individual; (f) a reference to a clause, party, schedule, attachment or exhibit is a reference to  a clause of, and a party, schedule, attachment or exhibit to, this Scheme; (g) a reference to any legislation includes all delegated legislation made under it  and amendments, consolidations, replacements or reenactments of any of them (whether passed by the same or another Government Agency with legal power  to do so); (h) a reference to a document (including this Scheme) includes all amendments or  supplements to, or replacements or novations of, that document; (i) a reference to ‘$’, ‘A$’ or ‘dollar’ is to Australian currency;  (j) a reference to any time is, unless otherwise indicated, a reference to that time in  Sydney, Australia; (k) a term defined in or for the purposes of the Corporations Act, and which is not  defined in clause 1 of this Schedule 1, has the same meaning when used in this  Scheme; (l) a reference to a party to a document includes that party’s successors and  permitted assignees; (m) no provision of this Scheme will be construed adversely to a party because that  party was responsible for the preparation of this Scheme or that provision; (n) any agreement, representation, warranty or indemnity in favour of two or more  parties (including where two or more persons are included in the same defined  term) is for the benefit of them jointly and severally; (o) a reference to a body, other than a party to this Scheme (including an institute,  association or authority), whether statutory or not: 





 






Schedule 1 Definitions and interpretation Scheme of arrangement page 17 (1) which ceases to exist; or (2) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to  its powers or functions; (p) if a period of time is specified and dates from a given day or the day of an act or  event, it is to be calculated exclusive of that day; (q) a reference to a day is to be interpreted as the period of time commencing at  midnight and ending 24 hours later; (r) if an act prescribed under this Scheme to be done by a party on or by a given  day is done after 5.00pm on that day, it is taken to be done on the next day; and (s) a reference to the Listing Rules, Settlement Rules, and the Operating Rules  includes any variation, consolidation or replacement of these rules and is to be  taken to be subject to any waiver or exemption granted to the compliance of  those rules by a party. 3 Interpretation of inclusive expressions Specifying anything in this Scheme after the words ’include’ or ‘for example’ or similar  expressions does not limit what else is included. 4 Business Day  Where the day on or by which any thing is to be done is not a Business Day, that thing  must be done on or by the next Business Day. 





 






Scheme of arrangement page 1 Attachment 1 Deed Poll [Attached] 





 






            Scheme implementation deed page 1   Attachment 3  Deed poll    





 






3452-1558-0689v7 ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia GPO Box 4227 Sydney NSW 2001 Australia T +61 2 9225 5000  F +61 2 9322 4000 herbertsmithfreehills.com  DX 361 Sydney Deed Share scheme deed poll Coca-Cola European Partners plc  CCEP Australia Pty Ltd 





 






Share scheme deed poll page 2 Share scheme deed poll Date  This deed poll is made By Coca-Cola European Partners plc Registered in England and Wales under number 09717350 of  Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United  Kingdom (CCEP) and CCEP Australia Pty Ltd ACN 645 548 634 of c/- Level 17, 8 Chifley, 8-12 Chifley Square,  Sydney NSW 2000 (CCEP Sub) in favour of each person registered as a holder of fully paid ordinary shares in Coca-Cola Amatil Limited (Amatil) in the Amatil Share Register as at  the Scheme Record Date (other than the Excluded Shareholders). Recitals 1 Amatil, CCEP and CCEP Sub have entered into the  Implementation Deed. 2 In the Implementation Deed, CCEP and CCEP Sub agreed to  make this deed poll. 3 CCEP and CCEP Sub are making this deed poll for the purpose  of covenanting in favour of the Scheme Shareholders to perform  their obligations under the Implementation Deed and the Scheme. This deed poll provides as follows: 





 






1 Definitions and interpretation Share scheme deed poll page 3 1 Definitions and interpretation 1.1 Definitions (a) The meanings of the terms used in this deed poll are set out below. Term Meaning Amatil Coca-Cola Amatil Limited ACN 004 139 397. First Court Date the first day on which an application made to the Court for an order  under subsection 411(1) of the Corporations Act convening the  Scheme Meeting is heard or, if the application is adjourned or  subject to appeal for any reason, the day on which the adjourned  application is heard. Implementation Deed the scheme implementation deed entered into Amatil, CCEP and CCEP Sub dated 4 November 2020. Scheme the scheme of arrangement under Part 5.1 of the Corporations Act  between Amatil and the Scheme Shareholders, substantially in the  form set out in Attachment 1, subject to any alterations or  conditions made or required by the Court under subsection 411(6)  of the Corporations Act and agreed to in writing by CCEP and  Amatil. (b) Unless the context otherwise requires, terms defined in the Scheme have the  same meaning when used in this deed poll. 1.2 Interpretation Sections 2, 3 and 4 of Schedule 1 of the Scheme apply to the interpretation of this deed  poll, except that references to ‘this Scheme’ are to be read as references to ‘this deed  poll’.  1.3 Nature of deed poll CCEP and CCEP Sub acknowledge that:  (a) this deed poll may be relied on and enforced by any Scheme Shareholder in  accordance with its terms even though the Scheme Shareholders are not party  to it; and (b) under the Scheme, each Scheme Shareholder irrevocably appoints Amatil and  each of its directors, officers and secretaries (jointly and each of them severally)  as its agent and attorney to enforce this deed poll against CCEP and CCEP  Sub. 





 






2 Conditions to obligations Share scheme deed poll page 4 2 Conditions to obligations 2.1 Conditions This deed poll and the obligations of CCEP and CCEP Sub under this deed poll are  subject to the Scheme becoming Effective. 2.2 Termination The obligations of CCEP and CCEP Sub under this deed poll to the Scheme  Shareholders will automatically terminate and the terms of this deed poll will be of no  force or effect if: (a) the Implementation Deed is terminated in accordance with its terms; or (b) the Scheme is not Effective on or before the End Date, unless CCEP, CCEP Sub and Amatil otherwise agree in writing. 2.3 Consequences of termination If this deed poll terminates under clause 2.2, in addition and without prejudice to any  other rights, powers or remedies available to it: (a) CCEP and CCEP Sub are released from their obligations to further perform this  deed poll; and (b) each Scheme Shareholder retains the rights they have against CCEP and  CCEP Sub in respect of any breach of this deed poll which occurred before it  was terminated. 3 Scheme obligations 3.1 Undertaking to be bound by the Scheme Subject to clause 2, each of CCEP and CCEP Sub covenants in favour of each Scheme  Shareholder that it will be bound by the terms of the Scheme as if it were a party to the  Scheme and undertakes to perform all obligations and actions attributed to it under the  Scheme, subject to and in accordance with the Scheme. 3.2 Undertaking to be bound by the Implementation Deed Each of CCEP and CCEP Sub covenants in favour of each Scheme Shareholder to  observe and perform all obligations and actions attributed to each of them under the  Implementation Deed, subject to and in accordance with the terms of the Implementation  Deed. 3.3 Undertaking to pay Scheme Consideration Subject to clause 2: (a) CCEP Sub undertakes in favour of each Scheme Shareholder to deposit, or  procure the deposit of, in cleared funds, by no later than the Business Day  





 






4 Warranties Share scheme deed poll page 5 before the Implementation Date, an amount equal to the aggregate amount of  the Scheme Consideration payable to all Scheme Shareholders under the  Scheme into an Australian dollar denominated trust account operated by Amatil as trustee for the Scheme Shareholders, except that any interest on the  amounts deposited (less bank fees and other charges) will be credited to CCEP Sub’s account;  (b) CCEP undertakes in favour of each Scheme Shareholder that, in the event  CCEP Sub will not or does not fulfil its obligations under clause 3.3(a), CCEP  will perform those obligations as if the references to CCEP Sub in clause 3.3(a) were references to CCEP; and (c) each of CCEP and CCEP Sub undertakes in favour of each Scheme  Shareholder to undertake all other actions, and give each acknowledgement,  representation and warranty (if any), attributed to each of them under the  Scheme, subject to and in accordance with the terms of the Scheme.  4 Warranties Each of CCEP and CCEP Sub represents and warrants in favour of each Scheme  Shareholder, in respect of itself, that: (a) it is a validly existing corporation registered under the laws of its place of  incorporation; (b) it has full capacity, corporate power and lawful authority to execute, deliver and  perform its obligations under this deed poll and to carry out the transactions  contemplated by this deed poll; (c) it has taken all necessary corporate action to authorise its entry into this deed  poll and has taken or will take all necessary corporate action to authorise the  performance of this deed poll and to carry out the transactions contemplated by  this deed poll;  (d) this deed poll is valid and binding on it and enforceable against it in accordance  with its terms; and (e) this deed poll does not conflict with, or result in the breach of or default under,  any provision of its constitution or articles of association, or any writ, order or injunction, judgment, law, rule or regulation to which it is a party or subject or by  which it is bound. 5 Continuing obligations This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until: (a) CCEP and CCEP Sub have fully performed their obligations under this deed  poll; or (b) the earlier termination of this deed poll under clause 2. 





 






6 Notices Share scheme deed poll page 6 6 Notices 6.1 Form of Notice  A notice or other communication in respect of this deed poll (Notice) must be:  (a) in writing and in English and signed by or on behalf of the sending party; and (b) addressed to CCEP and CCEP Sub in accordance with the details set out  below (or any alternative details nominated by CCEP or CCEP Sub by Notice). Attention Clare Wardle, General Counsel and Company Secretary Address Pemberton House, Bakers Road, Uxbridge, UB8 1EZ,  United Kingdom Email address clare.wardle@ccep.com copy to: Sandy Mak, Partner sandy.mak@corrs.com.au Adam Foreman, Partner adam.foreman@corrs.com.au 6.2 How Notice must be given and when Notice is received (a) A Notice must be given by one of the methods set out in the table below.  (b) A Notice is regarded as given and received at the time set out in the table  below.  However, if this means the Notice would be regarded as given and received outside the  period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business  hours period), in the place nominated by the addressee as its address in clause 6.1(b), then the Notice will instead be regarded as given and received at the start of the following  business hours period in that place. Method of giving Notice When Notice is regarded as given and received By hand to the nominated address When delivered to the nominated address By express post to the nominated  address At 9.00am (addressee’s time) on the fourth Business  Day after the date of posting 





 






7 General Share scheme deed poll page 7 By email to the nominated email  address The earlier of: 1 when the recipient's email server generates a  message to the sender confirming that the email has  been delivered to that server ("delivery receipt"), or  at the time that the recipient "read" the email as  stated in an automated message received by the  sender ("read receipt");  2 the time that the recipient confirms receipt of the  email by reply email to the sender; and  3 four hours after the time the email is sent (as  recorded on the device from which the sender sent  the email) unless the sender receives, within that four  hour period, an automated message that the email  has not been delivered. 6.3 Notice must not be given by electronic communication  A Notice must not be given by electronic means of communication (other than email as  permitted in clause 6.2). 7 General 7.1 Stamp duty (a) CCEP Sub will: (1) pay all stamp duty and any related fines and penalties payable on or  in connection with the transfer by the Scheme Shareholders of the  Scheme Shares to CCEP Sub pursuant to the Scheme; and  (2) indemnify each Scheme Shareholder against any liability arising from  failure to comply with clause 7.1(a)(1). (b) In the event that CCEP Sub will not or does not fulfil its obligations under clause  7.1(a), CCEP will:  (1) perform those obligations; and  (2) indemnify each Scheme Shareholder against liability arising from  failure to comply with clause 7.1(b)(1) 7.2 Governing law and jurisdiction (a) This deed poll is governed by the law in force in New South Wales, Australia. (b) CCEP and CCEP Sub irrevocably submit to the non-exclusive jurisdiction of  courts exercising jurisdiction in New South Wales, Australia and courts of  appeal from them in respect of any proceedings arising out of or in connection  with this deed poll. CCEP and CCEP Sub irrevocably waive any objection to the  venue of any legal process in these courts on the basis that the process has  been brought in an inconvenient forum. 





 






7 General Share scheme deed poll page 8 7.3 Waiver (a) CCEP and CCEP Sub may not rely on the words or conduct of any Scheme  Shareholder as a waiver of any right unless the waiver is in writing and signed  by the Scheme Shareholder granting the waiver. A waiver is limited to the  specific instance to which it relates and to the specific purpose for which it is  given. (b) No Scheme Shareholder may rely on words or conduct of CCEP or CCEP Sub as a waiver of any right unless the waiver is in writing and signed by CCEP or  CCEP Sub, as appropriate. A waiver is limited to the specific instance to which  it relates and to the specific purpose for which it is given. (c) The meanings of the terms used in this clause 7.3 are set out below. Term Meaning conduct includes delay in the exercise of a right. right any right arising under or in connection with this deed poll and  includes the right to rely on this clause. waiver includes an election between rights and remedies, and conduct  which might otherwise give rise to an estoppel. 7.4 Variation A provision of this deed poll may not be varied unless:  (a) if before the First Court Date, the variation is agreed to by Amatil in writing; or (b) if on or after the First Court Date, the variation is agreed to by Amatil in writing  and the Court indicates that the variation would not of itself preclude approval of  the Scheme,  in which event CCEP and CCEP Sub will enter into a further deed poll in favour of the  Scheme Shareholders giving effect to the variation. 7.5 Cumulative rights The rights, powers and remedies of CCEP, CCEP Sub and the Scheme Shareholders  under this deed poll are cumulative and do not exclude any other rights, powers or  remedies provided by law independently of this deed poll. 7.6 Assignment (a) The rights created by this deed poll are personal to CCEP, CCEP Sub and each  Scheme Shareholder and must not be dealt with at law or in equity without the  prior written consent of CCEP or CCEP Sub. (b) Any purported dealing in contravention of clause 7.6(a) is invalid. 





 






7 General Share scheme deed poll page 2 7.7 Joint and several obligations CCEP and CCEP Sub are jointly and severally liable for each obligation imposed on both  of them by the terms of this deed poll. 7.8 Further action CCEP and CCEP Sub must, at their own expense, do all things and execute all  documents necessary to give full effect to this deed poll and the transactions  contemplated by it. 





 






Share scheme deed poll Attachment 1 Scheme [Attached] 





 






Share scheme deed poll Signing page Executed as a deed poll Signed sealed and delivered by Coca-Cola European Partners  plc in the presence of sign here sign here Authorised signatory Witness print name print name Signed sealed and delivered by  CCEP Australia Pty Ltd by sign here sign here Company Secretary/Director Director print name print name Seal 





 






            Scheme implementation deed page 1   Attachment 4  Conditions Precedent certificate    





 






Certificate Scheme of arrangement page 1 Conditions precedent certificate Coca-Cola Amatil Limited (Amatil), Coca-Cola European Partners plc (CCEP) and CCEP  Australia Pty Ltd (CCEP Sub) certify and confirm, in respect of matters within each respective party’s knowledge, and agree, that each of the conditions precedent: 1 in clause 3.1 (other than the condition in clause 3.1(d) relating to Court  approval) of the scheme implementation deed dated 4 November 2020 between  Amatil, CCEP, and CCEP Sub (SID) has been satisfied, waived, or is hereby  waived by the relevant party (or parties) to the SID in accordance with the terms  of the SID; and 2 in clauses 3.1(a) and (b) of the scheme of arrangement between Amatil and the  relevant Amatil shareholders which appears in Annexure [*] of Amatil’s scheme  booklet dated [insert] has been satisfied. This deed is governed by the laws of New South Wales. This deed may be executed in any number of counterparts. All counterparts together will  be taken to constitute one instrument. Dated: Executed as a deed Signed sealed and delivered by  Coca-Cola Amatil Limited by  sign here Company Secretary/Director print name sign here Director print name 





 






Scheme of arrangement page 2 Signed sealed and delivered by Coca-Cola European Partners  plc in the presence of sign here sign here Authorised signatory Witness print name print name Seal 





 






Scheme of arrangement page 3 Signed sealed and delivered by  CCEP Australia Pty Ltd by  sign here Company Secretary/Director print name sign here Director print name