ex48_cosd






EXECUTION VERSION     Ref: mInitials mFileNo     © Corrs Chambers Westgarth        CCEP    CCEP BidCo  TCCC   TCCC Holder  Co-operation and Sale  Deed    





 






Corrs Chambers Westgarth     page i     Contents  1 Definitions and interpretation 2  1.1 Definitions 2  1.2 Interpretation 7  2 Nature of this deed 8  Acknowledgements 8  3 Proposed Transaction 8  4 Conduct of the Proposed Transaction 9  4.1 Co-operation generally 9  4.2 Conduct of the Scheme 9  4.3 Disclosure 10  5 Sale and purchase 11  5.1 Sale and purchase on the Implementation Date 11  5.2 Title and risk 12  5.3 Conditions 12  5.4 Consideration 13  5.5 Completion 13  5.6 TCCC Holder’s obligations at Completion 14  5.7 CCEP BidCo’s obligations at Completion 15  5.8 Spanish listings 16  6 Put Option 16  6.1 Exercise of Put Option 16  6.2 Obligations on Put Option Completion Date 20  6.3 Director appointment right 22  6.4 Change of Control 24  7 Costs 24  8 Termination 24  8.1 General termination 24  8.2 Effect of termination 24  9 Warranties and undertakings 24  10 Relationship between the parties 26  10.1 No authority to bind 26  10.2 Separate tax and accounting obligations 26  11 Confidentiality 26  11.1 Confidentiality 26  11.2 Survival of confidentiality obligations 27  12 General 27  12.1 Amendment 27  12.2 Transfer & Assignment 27  





 






Corrs Chambers Westgarth     page ii     12.3 Flip to CCEP HoldCo 28  12.4 Notices 29  12.5 Entire agreement 30  12.6 Governing law and jurisdiction 30  12.7 Severability of provisions 30  12.8 No waiver 30  12.9 No merger 30  12.10 Duty 30  12.11 Counterparts 31     





 






   page 1     Date  Parties  Coca-Cola European Partners plc (company number: 09717350) of Pemberton  House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom (CCEP)  CCEP Australia Pty Ltd (company number: ACN 645 548 634) of 8 Chifley, Level 17,  8-12 Chifley Square, Sydney, NSW 2000, Australia (CCEP BidCo)  The Coca-Cola Company of One Coca-Cola Plaza, Atlanta, Georgia 30313 United  States of America (TCCC)  Coca-Cola Holdings (Overseas) Limited of One Coca-Cola Plaza, Atlanta, Georgia  30313 United States of America (TCCC Holder)    Background  A TCCC Holder, a wholly owned subsidiary of TCCC, holds approximately  30.81% of the issued capital in CCA as at the date of this deed.  B Prior to entry into this deed, none of CCEP and its subsidiaries (including  CCEP BidCo) have a Relevant Interest in any CCA Shares.   C CCEP BidCo, a wholly owned subsidiary of CCEP, proposes to acquire all of  the CCA Shares (other than those held by TCCC Holder) pursuant to a scheme  of arrangement under Part 5.1 of the Corporations Act, subject to the  satisfaction or waiver of all conditions in the Scheme Implementation Deed.   D CCEP, CCEP BidCo and CCA propose to enter into the Scheme  Implementation Deed on or about the date of this deed.  E CCEP and TCCC have agreed that, conditional upon the Scheme becoming  Effective, CCEP BidCo will acquire the Sale Shares and, if applicable, the Put  Option Shares from TCCC Holder in accordance with the terms and conditions  set out in this deed.   F This deed governs the relationship between the parties for the purposes of  making, pursuing and implementing the Proposed Transaction.      





 






   page 2     Agreed terms  1 Definitions and interpretation  1.1 Definitions  In this deed, the following definitions apply unless the context requires  otherwise:  Affiliate means, in relation to TCCC and the TCCC Holder, an "Associated  Entity" or a "Subsidiary" (in each case within the meaning given in the  Corporations Act) (provided that no shareholder of TCCC shall constitute an  Affiliate of TCCC).  Applicable Law and Regulation means all applicable laws, statutes,  regulations, binding regulatory guidance, rules (including the rules, regulations  and guidance of any relevant stock exchange), orders or directives of any  Governmental Authority and circulars, judgments and written decisions of any  Governmental Authority having jurisdiction over and binding the relevant party  from time to time.   ASIC means the Australian Securities and Investments Commission.  Associate has the meaning given in sections 12 and 16 of the Corporations  Act.  Business Day means a day other than a Saturday, or Sunday, or a public or  bank holiday in Sydney, Australia, London, United Kingdom or Atlanta, USA.  CCA means Coca-Cola Amatil Limited (ACN 004 139 397).  CCA Board means the board of directors of CCA.  CCA Dividend means any dividend declared or determined by CCA and paid  by CCA to a CCA shareholder in respect of that CCA Share on or after the date  of this deed but on or before the Implementation Date excluding (x) any  dividends declared, determined or paid by CCA after 30 June 2021 in line with  historic payout ratios and (y) the value attributed to any franking credits  attached to any dividends declared or determined by CCA or paid by CCA to  CCA shareholders at any time.  CCA Dividend Amount means, in respect of a CCA Share, the cash amount  of any CCA Dividend in respect of that CCA Share.  CCA Group means CCA and its Subsidiaries.  CCA Share means a fully paid ordinary share in CCA.  CCEP HoldCo means CCEP Holdings (Australia) Pty Ltd (ACN 645 547 968)  of Level 17, 8 Chifley, 8 – 12 Chifley Square, Sydney NSW 2000.  CCEP HoldCo Shares has the meaning given to it in clause 12.3(a).  





 






   page 3     CCEP SHA means the shareholders agreement between CCEP, Olive  Partners S.A., European Refreshments, Coca-Cola GmbH and Vivaqa  Beteiligungs GmbH & Co. KG, dated 28 May 2016.  CCEP Shares means ordinary shares of nominal value of €0.01 each in the  share capital of CCEP.   Completion means completion of the sale and purchase of the First Tranche  Sale Shares and, to the extent elected by CCEP BidCo pursuant to clause  5.1(b), the Second Tranche Sale Shares pursuant to clause 5.   Confidential Information means this deed, the Transaction Documents, the  Scheme Implementation Deed, the status of negotiations (and any other  agreements) with CCA and between the parties and any confidential  information provided by one party to another or to any person, but excludes  any information that:  (a) at the time it was provided to the party, was lawfully in the possession of  the party and without breach of any duty or obligation; or  (b) has been provided to the party but subsequently, through no act or  omission of the party (or any person to whom it discloses that  information) becomes available from another source and is not subject to  any duty or obligation as to confidence.  Consideration means the First Tranche Consideration and the Second  Tranche Consideration.  Corporations Act means the Corporations Act 2001 (Cth).  Effective means, when used in relation to the Scheme, the coming into effect,  pursuant to section 411(10) of the Corporations Act, of the order of the Court  made under section 411(4)(b) of the Corporations Act in relation to the  Scheme.  Encumbrance means any:  (a) interest in or right over, including an option or right to acquire, property  and anything which would at any time prevent, restrict or delay the  registration of any interest in or dealing with property; or   (b) any interest or right which secures the payment of a debt or other  monetary obligation or the compliance with any other obligation,  including any;  (i) mortgage;  (ii) security interest under the Personal Property Securities Act 2009  (Cth);  (iii) retention of title to any property; or  (iv) right to set off or withhold payment of any deposit or other money;  or  





 






   page 4     (c) any agreement or commitment to give or create any interest or right  referred to in (a) or (b) above.  European Exchanges means: (i) the London Stock Exchange; (ii) Euronext  Amsterdam; and (iii) the continuous market of the Spanish Stock Exchanges, in  each case if CCEP Shares are admitted to trading on such exchange at the  relevant time.  Expert has the meaning given to it in clause 6.1(e).  Expert Determination Notice has the meaning given to it in clause 6.1(e).  FCA has the meaning given to it in clause 5.3(b)(ii).  First Tranche Consideration means an amount in cash equal to  A$748,297,124.19 (i.e. A$9.57 per CCA Share, representing, for each CCA  Share, as an amount equal to the 15-day volume weighted average price of the  CCA Shares as at the close of trading on 21 October 2020, discounted by 5%)  less the aggregate of any CCA Dividend Amounts in respect of the First  Tranche Sale Shares.  First Tranche Sale Shares means 78,191,967 CCA Shares held by TCCC  Holder, representing approximately 10.8% of the CCA Shares on issue as at  the date of this deed.   Governmental Authority means any national or state governmental bodies,  authorities, court of judicial authority, arbitrators and public and industry  regulatory authorities, or political subdivision thereof, national or supranational  body or any person or body exercising legislative, judicial, regulatory, taxing or  administrative functions on behalf of any of them and includes all relevant  securities commissions, stock exchange authorities, foreign authorities, foreign  investment authorities, competition and anti-trust authorities, financial and  insurance regulatory authorities, taxation authorities and similar entities or  authorities.   Implementation Date means the date on which the Scheme is implemented  pursuant to the Scheme Implementation Deed.  Joint Bid Relief Instrument means the ASIC instrument in respect of the  Proposed Transaction, issued on 4 November 2020.  Listing Obligations has the meaning given to it in clause 5.3(c).  Listing Rules means the official listing rules of ASX Limited.   LSE has the meaning given to it in clause 5.3(b)(ii).  Notice has the meaning given to it in clause 12.4.  NYSE means the New York Stock Exchange.   Proposed Transaction means the proposal to be made by CCEP pursuant to  which CCEP BidCo would acquire:   (a) all of the outstanding CCA Shares held by shareholders of CCA other  than TCCC Holder pursuant to the Scheme;   





 






   page 5     (b) all of the Sale Shares from TCCC Holder; and  (c) all of the Put Option Shares from TCCC Holder.   Put Option has the meaning given to it in clause 6.1(a).  Put Option Completion Date has the meaning given to it in clause 6.1(b).  Put Option Consideration means the allotment and issue by CCEP to TCCC  Holder (or to such TCCC Nominee as TCCC or TCCC Holder shall nominate)  of the Put Option Consideration Shares in accordance with clause 6.2(b)(ii).  Put Option Consideration Shares means 0.19372 new CCEP Shares per  CCA Share, subject to any adjustment (x) under clause 6.1(e) or (y) as  expressly contemplated in this definition. The number of Put Option  Consideration Shares is calculated by reference to the ratio of:  (a) the CCA share price as at close of trading on the Australian Securities  Exchange on 22 October 2020 (in Sydney, Australia) (being A$10.75);   (b) divided by, the CCEP share price as at close of trading on the New York  Stock Exchange on 22 October 2020 (in New York, USA) (being  USD39.48),  with the closing price for the purposes of paragraph (b) converted into  Australian dollars using the USD-AUD exchange rate of 1.40558. If any CCA  Dividend is declared or determined and paid to CCA shareholders, the number  of Put Option Consideration Shares shall be calculated by reference to the ratio  referred to above having first deducted the CCA Dividend Amount per CCA  Share from the numerator in (a) above.  Put Option Exercise Notice has the meaning given to it in clause 6.1(a).  Put Option Exercise Period means a period of three years commencing on  the date that is three years after the Implementation Date.  Put Option Shares has the meaning given to it in clause 6.1(a).  Registration Rights Agreement means the registration rights agreement  between CCEP, TCCC and Olive Partners S.A.  Related Body Corporate has the meaning given in section 50 the  Corporations Act.  Related Entity means, in respect of CCEP and TCCC respectively, any  Related Body Corporate of CCEP and TCCC (provided that no shareholder of  TCCC shall constitute a Related Entity of TCCC).  Relevant Interest has the meaning given in sections 608 and 609 of the  Corporations Act.  Remaining Sale Shares means 144,857,309 CCA Shares held by TCCC  Holder, representing approximately 20% of the CCA Shares on issue as at the  date of this deed.  Representative means, in relation to a party:  





 






   page 6     (a) any director, officer or employee of that party or any of its Related  Entities; and  (b) any adviser, consultant or agent of that party or any of its Related  Entities engaged in connection with the Proposed Transaction.  Rights means:  (a) in respect of the Sale Shares, all accreditations, rights or benefits of  whatever kind attaching or arising from the Sale Shares directly or  indirectly at or after Completion, including all dividends or other  distributions and all rights to receive them or rights to receive or  subscribe for units, notes, bonds, options or other securities declared,  paid or issued by CCA; and  (b) in respect of the Put Option Shares, all accreditations, rights or benefits  of whatever kind attaching or arising from the Put Option Shares directly  or indirectly at or after the applicable Put Option Completion Date,  including, but not limited to, all dividends or other distributions and all  rights to receive them or rights to receive or subscribe for units, notes,  bonds, options or other securities declared, paid or issued by CCA.  Sale Shares means the First Tranche Sale Shares and the Second Tranche  Sale Shares.  Scheme means a scheme of arrangement pursuant to Part 5.1 of the  Corporations Act between CCA and its shareholders (except for TCCC Holder)  under which CCEP BidCo will acquire all of the CCA Shares held by  shareholders of CCA other than TCCC Holder.  Scheme Conditions means the conditions precedent to the Scheme  becoming Effective, which are set out in the Scheme Implementation Deed.  Scheme Implementation Deed means the agreement governing CCEP  BidCo’s and CCA’s obligations in respect of the Scheme, entered into between  one or more of CCEP BidCo and CCA and their respective Related Entities on  or around the date of this deed.   Second Tranche Cash Consideration means an amount in cash equal to  A$10.75 per CCA Share less the CCA Dividend Amount per CCA Share. The  Second Tranche Cash Consideration is, for each CCA Share (and prior to any  deduction of a CCA Dividend Amount in respect of such CCA Share),  calculated as an amount equal to the CCA Share price at close of trading on 22  October 2020.    Second Tranche Consideration means, at CCEP BidCo’s election:  (a) the Second Tranche Cash Consideration;   (b) the Second Tranche Scrip Consideration; or   (c) a combination of Second Tranche Cash Consideration and Second  Tranche Scrip Consideration in proportions elected by CCEP BidCo.   Second Tranche Sale Shares has the meaning given to it in clause 5.1(b).  





 






   page 7     Second Tranche Scrip Consideration means the allotment and issue by  CCEP to TCCC Holder (or to such TCCC Nominee as TCCC or TCCC Holder  shall nominate) of the Second Tranche Scrip Shares in accordance with  clause 5.7(b)(ii).   Second Tranche Scrip Shares means 0.19372 new CCEP Shares per CCA  Share, subject to any adjustment expressly contemplated in this definition. The  number of Second Tranche Scrip Shares is calculated by reference to the ratio  of:  (a) the CCA share price as at close of trading on the Australian Securities  Exchange on 22 October 2020 (in Sydney, Australia) (being A$10.75);   (b) divided by, the CCEP share price as at close of trading on the New York  Stock Exchange on 22 October 2020 (in New York, USA) (being  USD39.48),   with the closing price for the purposes of paragraph (b) converted into  Australian dollars using the USD-AUD exchange rate of 1.40558. If any CCA  Dividend is declared or determined and paid to CCA shareholders, the number  of Second Tranche Scrip Shares shall be calculated by reference to the ratio  referred to above having first deducted the CCA Dividend Amount per CCA  Share from the numerator in (a) above.  Spanish Stock Exchanges means the Barcelona, Bilbao, Madrid and  Valencia Stock Exchanges, in each case if CCEP shares are admitted to  trading on such exchange at the relevant time.  Subsidiary has the meaning given in section 46 of the Corporations Act.     TCCC Filings has the meaning given to it in clause 6.3(d).  TCCC Holding means 223,049,276 CCA Shares which are held by TCCC  Holder on the date of this deed, representing approximately 30.81% of the  CCA Shares on issue as at the date of this deed.  TCCC Nominee means: (i) any Affiliate of TCCC; (ii) a depositary (including  Computershare Trust Company N.A.) or a nominee of a depositary (including  GTU Ops Inc.); or (iii) a nominee of, or participant in, any clearing system  (including The Depositary Trust Company, Cede & Co., Euroclear,  Clearstream, Iberclear and CREST), provided, in the case of (ii) and (iii), the  beneficial owner of the CCEP Shares to be issued to any such TCCC Nominee  shall be TCCC or any Affiliate of TCCC.  Transaction Document means:   (a) this deed; and  (b) any other document that the parties agree is a Transaction Document.  1.2 Interpretation  (a) Headings are for convenience only and do not affect interpretation.  (b) Mentioning anything after includes, including, for example, or similar  expressions, does not limit what else might be included.  





 






   page 8     (c) Nothing in this deed is to be interpreted against a party solely on the  ground that the party put forward this deed or a relevant part of it.  (d) The following rules apply unless the context requires otherwise:  (i) The singular includes the plural, and the converse also applies.  (ii) A gender includes all genders.  (iii) If a word or phrase is defined, its other grammatical forms have a  corresponding meaning.  (iv) A reference to a person includes a corporation, trust, partnership,  unincorporated body or other entity, whether or not it comprises a  separate legal entity.  (v) A reference to an agreement or document (including a reference to  this deed) is to the agreement or document as amended,  supplemented, novated or replaced, except to the extent prohibited  by this deed or that other agreement or document.  (vi) A reference to writing includes any method of representing or  reproducing words, figures, drawings, or symbols in a visible and  tangible form.  (vii) A reference to a party to this deed or another agreement or  document includes the party's successors, permitted substitutes  and permitted assigns (and, where applicable, the party's legal  personal representatives).  (viii) A reference to legislation or to a provision of legislation includes a  modification or re-enactment of it, a legislative provision  substituted for it and a regulation or statutory instrument issued  under it.  (ix) A reference to dollars or A$ is to Australian currency and to USD is  to US dollars.  2 Nature of this deed  Acknowledgements  The parties acknowledge that this deed does not, until Completion:  (a) transfer title or ownership of any CCA Shares held by TCCC Holder; or  (b) confer control over, or power to substantially influence, the exercise of a  voting right attached to any CCA Shares held by TCCC Holder.  3 Proposed Transaction  Each party agrees to act in good faith in its dealings with each other party in  relation to the transactions contemplated by this deed and take all steps  reasonably required by the other to give effect to its obligations under this deed  





 






   page 9     and the transactions contemplated by it, provided that nothing in this clause  requires TCCC or any Affiliate of TCCC to breach any obligation (including any  obligation of confidentiality) that it owes to CCA or any Related Body Corporate  of CCA.  4 Conduct of the Proposed Transaction  4.1 Co-operation generally  Except to the extent otherwise agreed, CCEP and TCCC agree to and will  procure their respective Related Entities to, to the full extent permitted by  Applicable Law and Regulation:  (a) co-operate with each other to give effect to the terms set out in this deed  in relation to the sale and purchase of the Sale Shares and Put Option  Shares;  (b) keep each other informed on a timely basis of all developments and  issues which may affect the implementation or success of the Proposed  Transaction;   (c) subject to compliance with non-disclosure obligations and the  preservation of legal privilege, provide all information reasonably  necessary for the preparation of documents required to implement the  Proposed Transaction and to execute the Proposed Transaction  effectively; and  (d) in relation to the Joint Bid Relief Instrument:   (i) to the extent any of the conditions in the Joint Bid Relief Instrument  are expressed to apply to a person, that person must take all  actions necessary and within its control to comply with those  conditions; and   (ii) otherwise, not do anything intended to prevent the satisfaction of,  or that would be reasonably likely to have the effect of preventing  the satisfaction of, or causing a  breach of, the conditions set out in  the Joint Bid Relief Instrument,  provided that nothing in this clause 4.1 requires TCCC or any Affiliate of TCCC  to breach any obligation (including any obligation of confidentiality) that it owes  to CCA or any Related Body Corporate of CCA.  4.2 Conduct of the Scheme  (a) The parties agree that:  (i) CCEP and its Related Entities will make all decisions in relation to  the Scheme, including exercising any right held or taking any  action in connection with the Scheme or Scheme Implementation  Deed (including, amending the terms of the Scheme, waiving  Scheme Conditions and terminating the Scheme Implementation  Deed), provided that CCEP shall inform TCCC prior to making any  





 






   page 10     amendment to the terms of the Scheme or the Scheme  Implementation Deed that increases the scheme price offered to  CCA shareholders or materially changes the Scheme timetable;  and  (ii) CCEP and its Related Entities may take all actions it determines  reasonably necessary or desirable to give effect to the Scheme,  including to satisfy any of the Scheme Conditions,  except to the extent that such decisions or actions are inconsistent with  the terms of this deed, including the rights of TCCC or TCCC Holder  under this deed.  (b) TCCC and TCCC Holder acknowledge and agree that TCCC Holder and  its Associates will be excluded from participating in and voting on the  Scheme.  (c) TCCC and TCCC Holder shall not, in bad faith, withdraw any bottling  agreements or material funding arrangements relating to the CCA Group.   4.3 Disclosure  (a) Subject to clauses 4.3(b) and 4.3(e), each party acknowledges that  each other party may be required by Applicable Law and Regulation or  the Listing Rules to disclose the existence and contents of this deed  (including as a result of its voluntary act of entering into this deed) and  confirms that it does not object to such disclosure.  (b) Subject to clause 4.3(e), the parties will provide each other with  sufficient and timely information, and otherwise co-operate with each  other, to enable them to make the disclosures required by, and within the  time limits prescribed by, Parts 5.1 and 6C.1 of the Corporations Act, and  any other disclosure required by Applicable Law and Regulation or the  Listing Rules.  (c) Without limiting clause 4.3(b) and subject to clause 4.3(e), TCCC will  provide to CCEP and CCEP BidCo:  (i) any information relating to TCCC and/or TCCC Holder which is  reasonably required by CCEP to the extent required by Applicable  Law and Regulation for inclusion in any explanatory materials  relating to the Scheme; and  (ii) all reasonable assistance in relation to the verification of any  information provided by, or regarding, TCCC and/or TCCC Holder  for inclusion in any explanatory materials relating to the Scheme.  (d) Subject to clause 4.3(e), each party must use all reasonable endeavours  to ensure that any information provided by it pursuant to this clause 4.3  complies with the requirements of the Corporations Act, the Listing Rules  and applicable ASIC regulatory guides and is not misleading or  deceptive in any material respect (whether by omission or otherwise).  





 






   page 11     (e) Nothing in this clause 4.3 requires TCCC or any Affiliate of TCCC to  breach any obligation (including any obligation of confidentiality) that it  owes to CCA or any Related Body Corporate of CCA.  5 Sale and purchase    5.1 Sale and purchase on the Implementation Date  (a) Subject to clause 5.3, TCCC Holder agrees to sell, and CCEP BidCo  agrees to purchase, immediately after the Scheme is implemented on  the Implementation Date, the First Tranche Sale Shares for the First  Tranche Consideration free and clear of all Encumbrances and together  with all Rights attaching or accruing to the First Tranche Sale Shares on  and from Completion.   (b) Subject to clauses 5.1(c) and 5.3, CCEP BidCo may elect to purchase  some or all of the Remaining Sale Shares immediately after the Scheme  is implemented on the Implementation Date (such number of shares as  CCEP BidCo elects to purchase being the Second Tranche Sale  Shares), and TCCC Holder agrees to sell the Second Tranche Sale  Shares, for the Second Tranche Consideration free and clear of all  Encumbrances and together with all Rights attaching or accruing to the  Second Tranche Sale Shares on and from Completion.  (c) If CCEP BidCo intends to elect to purchase any Second Tranche Sale  Shares pursuant to clause 5.1(b), it must give TCCC and TCCC Holder  a written notice of such election within eight weeks after the date of this  deed (or such longer period agreed in writing with TCCC) which  specifies:   (i) the number of Remaining Sale Shares to be purchased as Second  Tranche Sale Shares, which must be all the Remaining Sale  Shares or fewer than 108,642,982 of the Remaining Sale Shares;  and  (ii) the elected form(s) of Second Tranche Consideration for those  Second Tranche Sale Shares, provided that CCEP BidCo cannot  make an election for Second Tranche Scrip Consideration if the  issue of such Second Tranche Scrip Consideration would result in  TCCC Holder and any TCCC Affiliate holding, in aggregate, 25 per  cent. or more of the issued share capital of CCEP at the time of  issue (excluding any shares then held in treasury),   provided further that CCEP BidCo cannot make an election (x) to  purchase some (but not all) of the Remaining Sale Shares as Second  Tranche Sale Shares or (y) for any Remaining Sale Shares to be  acquired for Second Tranche Scrip Consideration, unless a majority of  the INEDs (as defined in the CCEP SHA) have approved that a number  of CCEP Shares equal to the number of CCEP Shares issued pursuant  





 






   page 12     to this deed (and of shares derived therefrom) are transferable free from  certain restrictions in the CCEP SHA (in the terms agreed between the  parties at the date of this deed) and a certified copy of the relevant  resolution in the agreed form has been provided to TCCC.   (d) If CCEP BidCo makes an election for Second Tranche Scrip  Consideration, TCCC or TCCC Holder may nominate a TCCC Nominee  to which the Second Tranche Scrip Shares will be allotted and issued,  provided that if TCCC Nominee is a depositary, nominee or participant  falling within limbs (ii) or (iii) of the definition of TCCC Nominee:  (i) prior to making that nomination, TCCC or TCCC Holder shall  consult with CCEP about (x) what clearances and consents will be  required to issue the relevant CCEP Shares to that TCCC  Nominee and the likelihood of them being obtained; and (y)  whether that TCCC Nominee will accept the issue of the those  CCEP Shares assuming those clearances and consents have  been obtained; and  (ii) TCCC or TCCC Holder may nominate any TCCC Nominee falling  within limb (ii) of the definition of TCCC Nominee unless CCEP can  demonstrate that (x) any clearances and consents required to issue  those CCEP Shares to that TCCC Nominee cannot be obtained by  Completion or (y) were they obtained, that TCCC Nominee will not  accept the issue of those CCEP Shares at Completion; or  (iii) TCCC or TCCC Holder may nominate any TCCC Nominee falling  within limb (iii) of the definition of TCCC Nominee to the extent that  any clearances and consents required to issue those CCEP Shares  to that TCCC Nominee are obtained by Completion and that TCCC  Nominee will accept the issue of those CCEP Shares at Completion.  The parties acknowledge that the TCCC Nominee is likely to be  Computershare Trust Company N.A. (or a nominee of Computershare  Trust Company N.A. on its behalf) (falling within limb (ii) of the definition  of TCCC Nominee and holding outside of The Depositary Trust  Company) so that the CCEP Shares are issued directly into a depositary,  and agree that, at the date of this deed, TCCC or TCCC Holder would be  entitled to nominate it (or its nominee) as the TCCC Nominee.  5.2 Title and risk  Title to, benefit and risk in the Sale Shares:  (a) remains solely with TCCC Holder until Completion; and  (b) passes to CCEP BidCo on Completion.  5.3 Conditions   (a) The obligations in clause 5.1(a) are conditional upon the Scheme  becoming Effective, and will not become legally binding on the parties  until the Scheme has become Effective.  





 






   page 13     (b) The obligations in clause 5.1(b) are conditional upon the following, and  will not become legally binding on the parties until the following has  occurred:   (i) the Scheme has become Effective; and  (ii) where all or part of the Second Tranche Sale Shares are paid for  by Second Tranche Scrip Consideration, each of the UK Financial  Conduct Authority (the FCA), the London Stock Exchange plc (the  LSE) and Euronext Amsterdam having confirmed that the CCEP  Shares comprising the Second Tranche Scrip Consideration will be  admitted to the official list of the FCA and to trading on the main  market for listed securities of the LSE and admitted to listing and  trading on Euronext Amsterdam pursuant to clause 5.3(c).    (c) Where all or part of the Second Tranche Sale Shares are paid for by  Second Tranche Scrip Consideration, CCEP shall procure that:  (i) the CCEP Shares remain listed on the LSE, Euronext Amsterdam,  the Spanish Stock Exchanges and the NYSE; and  (ii) with effect from Completion:  (A) the Second Tranche Scrip Shares will be admitted to the  official list of the FCA and to trading on the main market for  listed securities of the LSE, in each case in accordance with  Applicable Law and Regulation; and  (B) the Second Tranche Scrip Shares will be admitted to listing  and trading on Euronext Amsterdam in accordance with  Applicable Law and Regulation,  (paragraphs (A) and (B) together, the Listing Obligations).    (d) CCEP agrees not to take any action prior to Completion that would give  rise to a Reorganisation Event unless CCEP has made an election in  accordance with clause 5.1(c) to purchase all Second Tranche Sale  Shares solely for Second Tranche Cash Consideration.  5.4 Consideration  (a) The consideration for the sale of the First Tranche Sale Shares is the  payment of the First Tranche Consideration by CCEP BidCo to TCCC  Holder.  (b) If an election has been made under clause 5.1(b), the consideration for  the sale of the Second Tranche Sale Shares is the payment of the  Second Tranche Cash Consideration by CCEP BidCo to TCCC Holder  and/or the procurement by CCEP Bidco of the allotment and issue of the  Second Tranche Scrip Consideration to TCCC Holder.  5.5 Completion   (a) Completion will take place electronically immediately after the Scheme is  implemented on the Implementation Date in accordance with the  





 






   page 14     Scheme Implementation Deed, or such other time as agreed between  the parties.  (b) Completion will be taken to have occurred when each party has  performed all of its obligations and satisfied all conditions under this  clause 5.  5.6 TCCC Holder’s obligations at Completion  At Completion, TCCC Holder must:   (a) deliver to CCEP BidCo:  (i) a completed transfer form for the Sale Shares in favour of CCEP  BidCo as transferee, duly executed by TCCC Holder; and  (ii) either of the following:  (A) if the Sale Shares are held on the issuer-sponsored  subregister of CCA, deliver to CCEP BidCo holding  statements and security holder reference numbers in respect  of all of the Sale Shares; or  (B) if the Sale Shares are held on the CHESS subregister:  (1) instruct the controlling participant for the Sale Shares  on CHESS to arrange for conversion of the holding to  the issuer-sponsored subregister and deliver to CCEP  BidCo a copy of those instructions and holding  statements and security holder reference numbers in  respect of all of the Sale Shares; or  (2) instruct the controlling participant for the Sale Shares  on CHESS to deliver the Sale Shares to CCEP BidCo  and deliver to CCEP BidCo a copy of those  instructions and TCCC Holder’s holder identification  numbers in respect of all of the Sale Shares;   (b) perform all such further acts and execute and deliver to CCEP BidCo all  such further documents as are necessary to transfer legal and beneficial  ownership in the Sale Shares to CCEP BidCo and have the Sale Shares  registered in CCEP BidCo’s name on or as soon as possible following  Completion, free from all Encumbrances and with all Rights attaching or  accruing to the Sale Shares on and from Completion; and  (c) provide CCEP BidCo with such information as it reasonably requires in  order to issue TCCC Holder (or such TCCC Nominee as TCCC or TCCC  Holder may nominate pursuant to clause 5.1(d)) with CCEP Shares, to  the extent required in accordance with clause 5.7(b)(ii).  





 






   page 15     5.7 CCEP BidCo’s obligations at Completion  At Completion, CCEP BidCo must:   (a) accept, execute and deliver to TCCC Holder the instruments of transfer  of the Sale Shares; and  (b) in relation to the Consideration for the Sale Shares:   (i) pay to TCCC Holder the First Tranche Consideration and the  Second Tranche Cash Consideration (to the extent elected by  CCEP BidCo pursuant to clauses 5.1(b) and 5.1(c)) by wire  transfer of cleared funds for same day value in the country in which  the bank account is located into a bank account nominated by  TCCC or TCCC Holder at least five Business Days before  Completion;  (ii) procure the allotment and issue of the Second Tranche Scrip  Consideration (to the extent elected by CCEP BidCo pursuant to  clauses 5.1(b) and 5.1(c)), by causing the relevant number of  CCEP Shares to be issued to TCCC Holder (or to such TCCC  Nominee as TCCC or TCCC Holder may nominate pursuant to  clause 5.1(d)) to satisfy the Second Tranche Consideration, each  credited as fully paid and free of any Encumbrance, with the same  rights and ranking pari passu in all respects with the existing fully  paid CCEP Shares, including the right to receive dividends,  distributions or return of capital declared, paid or made by CCEP  on or after Completion;  (iii) comply with all other obligations required by Applicable Law and  Regulation relating to the issuance of the Second Tranche Scrip  Consideration, including under, if applicable, section 593 of the UK  Companies Act 2006;  (iv) deliver to TCCC Holder a certified copy of the resolutions of a duly  held meeting of the directors of CCEP authorising the allotment  and issue to TCCC Holder (or TCCC's nominee) of the Second  Tranche Scrip Consideration, and (if applicable) a share certificate  or, if CCEP Shares are to be issued to a depositary in accordance  with clause 5.1(d), a certificate evidencing depositary receipts in  respect of the Second Tranche Scrip Consideration; and  (v) deliver to TCCC Holder a copy of the confirmation by the FCA, the  LSE and Euronext Amsterdam that the CCEP Shares comprising  the Second Tranche Scrip Consideration will be admitted to the  relevant official list and to trading on the relevant exchanges  pursuant to clause 5.3(c).  (c) If relevant, CCEP BidCo shall, at the election of TCCC or TCCC Holder,  if CCEP Shares are to be issued to a depositary in accordance with  clause 5.1(d), procure the issue of the CCEP Shares pursuant to clause  5.7(b) in certificated or uncertificated form. If any clearances, consents,  





 






   page 16     permissions, applications, filings or similar are required for CCEP BidCo  to allot and issue those CCEP Shares to a TCCC Nominee that is:  (i) a depositary or nominee falling within limb (ii) of the definition of  TCCC Nominee, CCEP BidCo will procure that CCEP makes those  applications and filings (or similar) and obtains those consents and  clearances (or similar) by Completion, in each case in line with  then current market practice; or   (ii) a nominee or participant falling within limb (iii) of the definition of  TCCC Nominee, CCEP BidCo will use best endeavours to procure  that CCEP makes those applications and filings (or similar) and  obtains those consents and clearances (or similar) by Completion,  in each case in line with then current market practice.  (d) If CCEP BidCo is not able to procure that CCEP allots and issues the  relevant CCEP Shares to a TCCC Nominee that is a nominee or  participant falling within limb (iii) of the definition of TCCC Nominee, it  shall instead:  (i) issue those CCEP Shares at Completion to TCCC Holder or such  Affiliate of TCCC or (to the extent no clearance or consent is  required to such person) a depositary or nominee falling within limb  (ii) of the definition of TCCC Nominee as TCCC or TCCC Holder  shall nominate; and  (ii) bear any Transfer Tax payable on or in connection with the  transfer of those CCEP Shares from that person to the relevant  TCCC Nominee falling within limb (iii) of the definition of TCCC  Nominee once all applicable consents or clearances have been  obtained (and TCCC and TCCC Holder shall consult with CCEP  Bidco as to the manner in which such transfer is to occur) save to  the extent that such Transfer Tax is otherwise recovered under the  Registration Rights Agreement.    5.8 Spanish listings  CCEP will apply to the Comisión Nacional del Mercado de Valores and the  Spanish Stock Exchanges for the admission of the CCEP Shares comprised in  the Second Tranche Scrip Consideration to listing and trading on the Spanish  Stock Exchanges, and will use reasonable endeavours to obtain such  admission no later than 10 Business Days after the Implementation Date.  6 Put Option  6.1 Exercise of Put Option  (a) In respect of any Remaining Sale Shares that are not acquired by CCEP  BidCo as part of the Second Tranche Sale Shares (Put Option Shares),  TCCC Holder may, at its sole discretion, give a written notice (a Put  





 






   page 17     Option Exercise Notice) to CCEP BidCo during the Put Option Exercise  Period (or at any time permitted by clause 6.4) requiring CCEP BidCo to  purchase all of the Put Option Shares at the Put Option Consideration  (Put Option).   (b) The Put Option Exercise Notice must specify:  (i) that TCCC Holder exercises the Put Option;  (ii) that the notice is irrevocable;  (iii) the proposed date of transfer of the Put Option Shares (Put  Option Completion Date), which must be no less than 20  Business Days after the date of issue of the Put Option Exercise  Notice; and   (iv) that the representations and warranties in clause 9(b) (amended  by replacing references to “Sale Shares” with “Put Option Shares”)  are given as at the date of the Put Option Exercise Notice and the  Put Option Completion Date in respect of the Put Option Shares.  The Put Option Exercise Notice may (but need not) also specify any  regulatory approvals or consents (including antitrust approvals) TCCC  Holder anticipates will be required in connection with the exercise of the  Put Option.  (c) TCCC or TCCC Holder may nominate a TCCC Nominee to which the  CCEP Shares to be issued to satisfy the Put Option Consideration will be  allotted and issued, provided that if TCCC Nominee is a depositary,  nominee or participant falling within limbs (ii) or (iii) of the definition of  TCCC Nominee:  (i) prior to making that nomination, TCCC or TCCC Holder shall  consult with CCEP about (x) what clearances and consents will be  required to issue the relevant CCEP Shares to that TCCC  Nominee and the likelihood of them being obtained; and (y)  whether that TCCC Nominee will accept the issue of the those  CCEP Shares assuming those clearances and consents have  been obtained; and  (ii) TCCC or TCCC Holder may nominate any TCCC Nominee falling  within limb (ii) of the definition of TCCC Nominee unless CCEP can  demonstrate that (x) any clearances and consents required to issue  those CCEP Shares to that TCCC Nominee cannot be obtained by  completion of the Put Option or (y) were they obtained, that TCCC  Nominee will not accept the issue of those CCEP Shares at  completion of the Put Option; or  (iii) TCCC or TCCC Holder may nominate any TCCC Nominee falling  within limb (iii) of the definition of TCCC Nominee to the extent that  any clearances and consents required to issue those CCEP Shares  to that TCCC Nominee are obtained by completion of the Put Option  





 






   page 18     and that TCCC Nominee will accept the issue of those CCEP Shares  at completion of the Put Option.  The parties acknowledge that the TCCC Nominee is likely to be  Computershare Trust Company N.A. (or a nominee of Computershare  Trust Company N.A. on its behalf) (falling within limb (ii) of the definition  of TCCC Nominee and holding outside of The Depositary Trust Company)  so that the CCEP Shares are issued directly into a depositary, and agree  that, at the date of this deed, TCCC or TCCC Holder would be entitled to  nominate it (or its nominee) as the TCCC Nominee.  (d) CCEP shall:  (i) use its best endeavours to ensure that, to the extent necessary, as  at the Put Option Completion Date, the directors of CCEP have the  authority, under section 551 of the UK Companies Act 2006, to  allot the Put Option Consideration Shares, including by:   (A) proposing, at the first general meeting of CCEP held after  the date of this deed, a resolution authorising the directors of  CCEP to allot the Put Option Consideration Shares;   (B) if that (or any subsequent) authority has expired (or is to  expire within the following 15 months), or is varied or  revoked, proposing (at the next general meeting of CCEP) a  new resolution to renew or replace that authority;  (C) procuring that the directors of CCEP (other than the Red  Nominated Directors (as defined in the CCEP SHA)) shall  unanimously recommend that holders of CCEP Shares vote  in favour of any such resolution; and  (D) not taking any action which is likely result in any such  authority being varied or revoked; and  (ii) procure that, with effect from the Put Option Completion Date if  CCEP Shares are admitted to trading on the relevant exchanges at  that time, the Listing Obligations will be satisfied in relation to the  CCEP Shares to be issued as Put Option Consideration (as if  references in the Listing Obligations to Second Tranche Scrip  Shares were to the Put Option Consideration Shares).   (e) In the event of:  (i) any variation of the ordinary share capital of CCEP by way of  consolidation, sub-division, reclassification or redesignation  affecting the number of CCEP Shares in issue;  (ii) any issue of shares by CCEP by way of a capitalisation of profits or  reserves (other than an issuance, offer, exercise, allotment,  purchase or grant of shares pursuant to a CCEP share option or  incentive scheme or pursuant to a dividend reinvestment plan or  similar plan or scheme or approved scrip dividend programme);   





 






   page 19     (iii) any issue of shares by CCEP by way of a rights issue under which  CCEP Shares are issued at less than 90 per cent. of the market  price immediately prior to the announcement of that rights issue, or  any other issue of shares by CCEP for consideration with a value  of less than 90 per cent. of the market price immediately prior to  the announcement of that issue (in each case other than an  issuance, offer, exercise, allotment, purchase or grant of shares  pursuant to a CCEP share option or incentive scheme or pursuant  to a dividend reinvestment plan or similar plan or scheme or  approved scrip dividend programme);  (iv) any material transfer of value from CCEP to holders of CCEP  Shares other than in the ordinary course (including a transfer by  way of an extraordinary dividend or capital distribution) but, for the  avoidance of doubt, excluding pursuant to a share buyback on  terms envisaged in resolutions 23 and 24 passed at the annual  general meeting of CCEP held on 27 May 2020);   (v) any consolidation affecting the number of Remaining Sale Shares  on issue,  (each, a Reorganisation Event) or any other action agreed between  CCEP or TCCC (acting reasonably) should constitute a Reorganisation  Event (and, for the avoidance of doubt, any issuance of shares by CCEP  or CCEP BidCo pursuant to this deed shall not be a Reorganisation  Event), the number of Put Option Consideration Shares as a ratio per  CCA Share shall be adjusted by the parties (acting reasonably) such  that:   (A) the adjusted number of Put Option Consideration Shares  represents the same aggregate percentage of CCEP Shares  had the Reorganisation Event not occurred; and   (B) the economic value of the Put Option is maintained and  TCCC Holder (as the holder of the Put Option) is no worse  off as a result of the Reorganisation Event.  If the parties are unable to reach agreement on the necessary  adjustment within 20 Business Days following the date of the variation,  either CCEP or TCCC may, by notice to the other (an Expert  Determination Notice), require that an expert be appointed to determine  the adjustment (the Expert).  The Expert shall be a high-quality,  independent firm of internationally recognised chartered accountants to  be agreed upon by CCEP and TCCC (or, failing agreement as to their  identity within 10 Business Days of service of the Expert Determination  Notice, to be identified, on the application in writing of either CCEP or  TCCC, by the President for the time being of the Institute of Chartered  Accountants of England and Wales).  The Expert shall be engaged jointly  by CCEP and TCCC.  The Expert shall determine its own procedure,  provided that it shall make its determination as soon as is reasonably  practicable and shall give each of the parties a reasonable opportunity to  





 






   page 20     make representations in writing to it (which shall be shared with the other  parties at the same time).  The Expert's determination shall be made in  writing and sent to the parties at the same time and the Expert shall not  be required to include reasons for its determination.  The Expert shall act  as an expert and not as an arbitrator, and its determination of the  adjustment shall be final and binding on the parties, save in the event of  fraud of any party or the Expert or manifest error of the Expert.  The  charges (including any GST or similar tax) of the Expert shall be borne  equally by CCEP and TCCC.  Each of CCEP and TCCC shall (and shall  procure that each of its Related Entities shall) cooperate with the Expert  and comply with its reasonable requests made in connection with the  carrying out of its duties pursuant to its engagement under the terms of  this paragraph.  (f) If TCCC Holder has not given a Put Option Exercise Notice by the end of  the Put Option Exercise Period, the Put Option shall lapse.  6.2 Obligations on Put Option Completion Date  (a) On the Put Option Completion Date, TCCC Holder must:  (i) deliver to CCEP BidCo a completed transfer form for the Put  Option Shares in favour of CCEP BidCo as transferee, duly  executed by TCCC Holder;   (ii) perform all such further acts and execute and deliver to CCEP  BidCo all such further documents as are necessary to transfer  legal and beneficial ownership in the Put Option Shares to CCEP  BidCo and have the Put Option Shares registered in CCEP  BidCo’s name, free from all Encumbrances and with all Rights  attaching or accruing to the Put Option Shares on or from the  completion of the Put Option; and  (iii) provide CCEP BidCo with such information as it reasonably  requires in order to allot and issue TCCC Holder (or such TCCC  Nominee as TCCC or TCCC Holder may nominate pursuant to  clause 6.1(c)) with CCEP Shares in accordance with clause  6.2(b)(ii).   (b) On the Put Option Completion Date, CCEP BidCo must:  (i) accept, execute and deliver to TCCC Holder the instruments of  transfer of the Put Option Shares;  (ii) procure the allotment and issue of the Put Option Consideration by  causing the relevant number of CCEP Shares to be issued to  TCCC Holder (or to such TCCC Nominee as TCCC or TCCC  Holder may nominate pursuant to clause 6.1(c)) to satisfy the Put  Option Consideration, each credited as fully paid and free of any  Encumbrances, with the same rights and ranking pari passu in all  respects with the existing fully paid CCEP Shares, including the  





 






   page 21     right to receive dividends, distributions or return of capital declared,  paid or made by CCEP on or after completion of the Put Option;  (iii) deliver to TCCC Holder a certified copy of the resolutions of a duly  held meeting of the directors of CCEP authorising the allotment to  TCCC Holder (or TCCC's nominee) of the Put Option  Consideration, and (if applicable) a share certificate or, if CCEP  Shares are to be issued to a depositary in accordance with clause  6.1(c), a certificate evidencing depositary receipts in respect of the  Put Option Consideration;   (iv) deliver to TCCC Holder a copy of the confirmation by the FCA, the  LSE and Euronext Amsterdam that the CCEP Shares comprising  the Put Option Consideration will be admitted to the relevant  official list and to trading on the relevant exchanges pursuant to  clause 6.1(d)(ii); and   (v) comply with all other obligations required by Applicable Law and  Regulation relating to the issuance of the Put Option Consideration  including under, if applicable, section 593 of the UK Companies  Act 2006.  (c) If relevant, CCEP BidCo shall, at the election of TCCC or TCCC Holder,  if CCEP Shares are to be issued to a depositary in accordance with  clause 6.1(c), procure the issue of the CCEP Shares pursuant to   clause 6.2 (b) in certificated or uncertificated form. If any clearances,  consents, permissions, applications, filings or similar are required for  CCEP BidCo to allot and issue those CCEP Shares to a TCCC Nominee  that is:  (i) a depositary or nominee falling within limb (ii) of the definition of  TCCC Nominee, CCEP BidCo will procure that CCEP makes those  applications and filings (or similar) and obtains those consents and  clearances (or similar) by completion of the Put Option, in each  case in line with then current market practice; or   (ii) a nominee or participant falling within limb (iii) of the definition of  TCCC Nominee, CCEP BidCo will use best endeavours to procure  that CCEP makes those applications and filings (or similar) and  obtains those consents and clearances (or similar) by completion  of the Put Option, in each case in line with then current market  practice.  (d) If CCEP BidCo is not able to procure that CCEP allots and issues the  relevant CCEP Shares to a TCCC Nominee that is a nominee or  participant falling within limb (iii) of the definition of TCCC Nominee, it  shall instead:  (i) issue those CCEP Shares at completion of the Put Option to  TCCC Holder or such Affiliate of TCCC or (to the extent no  clearance or consent is required to such person) a depositary or  





 






   page 22     nominee falling within limb (ii) of the definition of TCCC Nominee  as TCCC or TCCC Holder shall nominate; and  (ii) bear any Transfer Tax payable on or in connection with the  transfer of those CCEP Shares from that person to the relevant  TCCC Nominee falling within limb (iii) of the definition of TCCC  Nominee once all applicable consents or clearances have been  obtained (and TCCC and TCCC Holder shall consult with CCEP  Bidco as to the manner in which such transfer is to occur) save to  the extent that such Transfer Tax is otherwise recovered under the  Registration Rights Agreement.   (e) If CCEP Shares are admitted to trading on the Spanish Stock Exchanges  at completion of the Put Option, CCEP will apply to the Comisión  Nacional del Mercado de Valores and the Spanish Stock Exchanges for  the admission of the CCEP Shares comprised in the Put Option  Consideration to listing and trading on to the Spanish Stock Exchanges,  and will use reasonable endeavours to obtain such admission no later  than 10 Business Days after the Put Option Completion Date.  6.3 Director appointment right  (a) The parties agree that, for so long as TCCC directly or indirectly holds  any CCA Shares, TCCC and its Related Entities will be entitled to  nominate the least number of directors to CCA's board as represents not  less than 25% of the total number of directors on CCA’s board (e.g. will  be entitled to nominate one director if the total number of directors on  CCA’s board is fewer than four). CCEP shall procure that each such  nominee from time to time is promptly appointed as a director of CCA  and that no such nominee is removed as a director of CCA by the  directors or shareholders of CCA.  (b) CCEP agrees to procure that, for so long as TCCC directly or indirectly  holds any CCA Shares, the constitution of CCA will provide that:  (i) any CCA director may call a meeting of CCA's directors at any  time;  (ii) notices of a meeting of CCA's directors must be given to all CCA  directors and their alternates;  (iii) CCA shall provide technology for each meeting of CCA directors  that allows any CCA director to join that meeting remotely while  still being able to hear and see all other CCA directors, and to be  heard and be seen by all other CCA directors;  (iv) the quorum for any meeting of CCA directors must include one  director nominated by TCCC or its Related Entities (other than for  any part of a meeting during which an Affiliated Transaction with a  Red Affiliate (each as defined in the Terms of Reference of the  Affiliated Transactions Committee of CCEP) is being considered)  provided that if a meeting is not quorate because of no such  





 






   page 23     director or his alternate being in attendance, at any reconvened  meeting with respect to those matters on the agenda which were  not disposed of at the original meeting held after one business day  of the date of the originally scheduled meeting, it shall not be a  requirement for the quorum of such meeting to include one director  nominated by TCCC;  (v) any CCA director nominated by TCCC shall be entitled to appoint  an alternate director (who need not be another CCA director or a  member of CCA); and  (vi) a written resolution of the directors of CCA is only valid if all the  CCA directors have signified their assent to it in writing or other  permanent form.  (c) CCEP agrees to procure that, for so long as TCCC directly or indirectly  holds any CCA Shares, the approval of any long term business plan for  each rolling three financial year period or annual business plan of the  CCA Group will be a matter reserved for the CCA Board, acting by a  majority.  (d) For so long as TCCC directly or indirectly holds any CCA Shares, CCEP  shall:  (i) provide to TCCC, within such time as it is requested, such  information or documents in the possession of the CCA Group (or  CCEP or any other of its Related Entities) as TCCC may  reasonably request in connection with the preparation of any  releases, statements, reports, notices or other filings to be made  by TCCC or any of its Related Entities pursuant to Applicable Law  and Regulation (including by or to any Governmental Authority)  (TCCC Filings); and  (ii) cooperate with, procure that any officer or employee of the CCA  Group cooperates with, and use reasonable efforts to cause any  auditor of the CCA Group to cooperate with, TCCC or any of its  Related Entities to the extent reasonably requested in writing by  TCCC in the preparation of any TCCC Filings.  (e) The parties acknowledge that, for so long as TCCC directly or indirectly  holds any CCA Shares, TCCC intends to account for that holding using  the equity method of accounting.  However, if the rights set out in this  clause 6.3 are not sufficient to allow it to do so, the parties will cooperate  to grant to TCCC or its Related Entities, as soon as possible, such rights  as may be reasonably required in line with minimum requirements of  relevant accounting standards to allow it to do so.    





 






   page 24     6.4 Change of Control  If any person announces a firm intention to make an offer for CCEP Shares  within the meaning of the UK City Code on Mergers and Acquisitions, the Put  Option may be exercised in full at any time thereafter.  7 Costs  (a) Unless otherwise provided for in this deed, each party must pay its own  costs and expenses in respect of the negotiation, preparation, execution,  delivery and registration of this document and any other agreement or  document entered into or signed under this document.  (b) Any action to be taken by CCEP, CCEP BidCo, TCCC or TCCC Holder  in performing its obligations under this deed must be taken at its own  cost and expense unless otherwise provided in this deed.  8 Termination  8.1 General termination  This deed terminates on the earlier of:  (a) the date on which the Scheme Implementation Deed is terminated; and  (b) any date agreed in writing between the parties to this deed.   8.2 Effect of termination  (a) Termination of this deed does not affect any accrued rights or remedies  of any party.  (b) Clauses 1, 7, 11 and 12 survive any termination of this deed.  (c) For the avoidance of doubt, following termination of this deed, nothing in  this deed may be construed as limiting or restricting in any way the  exercise or enjoyment by TCCC Holder of its rights in relation to the  voting, control and disposal of its CCA Shares.   9 Warranties and undertakings    (a) Each party represents and warrants to each other party that, as at the  date of this deed and as at the time immediately before Completion:  (i) it is duly incorporated under the laws of the place of its  incorporation;  (ii) it has the capacity unconditionally to execute and deliver this deed  and comply with all its terms;  (iii) the execution and delivery of this deed has been properly  authorised by all necessary corporate action;  





 






   page 25     (iv) this deed constitutes its valid and legally binding obligations and is  enforceable against it in accordance with its terms; and  (v) this deed does not conflict with or result in the breach of or a  default under any provision of its constitution (if applicable) or any  writ, order or injunction, judgment, law, rule or regulation to which it  is party or subject or by which it is bound.  (b) TCCC Holder represents and warrants in favour of CCEP that, as at the  date of this deed and as at the time immediately before Completion:  (i) it is the sole legal and beneficial owner of the Sale Shares; and  (ii) the Sale Shares:  (A) are fully paid and no money is owing in respect of them; and  (B) are free from all Encumbrances and other third party  interests or rights and no claim has been made by any  person to be entitled to any.  (c) CCEP represents and warrants in favour of TCCC Holder (and any  relevant Affiliate of TCCC) that:  (i) as at Completion, the CCEP Shares (if any) issued under the  Second Tranche Scrip Consideration:  (A) will be validly allotted and issued to TCCC Holder (or the  TCCC Nominee nominated pursuant to clause 5.1(d));  (B) are fully paid and no money is owing in respect of them;  (C) are free from all Encumbrances and other third party  interests or rights and no claim has been made by any  person to be entitled to any; and  (D) have the same rights and rank pari passu in all respects with  the existing fully paid CCEP Shares,  (ii) as at the Put Option Completion Date, the Put Option  Consideration Shares:  (A) will be validly allotted and issued to TCCC Holder (or the  TCCC Nominee nominated pursuant to clause 6.1(c));  (B) are fully paid and no money is owing in respect of them;  (C) are free from all Encumbrances and other third party  interests or rights and no claim has been made by any  person to be entitled to any; and  (D) have the same rights and rank pari passu in all respects with  the existing fully paid CCEP Shares,  (d) CCEP represents and warrants in favour of TCCC Holder (and any  relevant Affiliate of TCCC) that, in connection with the Second Tranche  Scrip Consideration or Put Option Consideration, as applicable:  





 






   page 26     (i) it will comply with any applicable NYSE rules set forth in the NYSE  Listed Company Manual for the issue of those CCEP Shares;  (ii) the CCEP Shares to be issued will constitute Registrable  Securities subject to the Registration Rights Agreement; and  (iii) such CCEP Shares to be issued will be sold within the meaning of  Section 4(a)(2) of the U.S. Securities Act of 1933, as amended.  10 Relationship between the parties    10.1 No authority to bind  (a) The parties agree that this deed is not to be interpreted as constituting  the relationship of the parties as a partnership, quasi partnership,  fiduciary, association or any other relationship in which one or more of  the parties may (except as specifically provided for in this deed) be liable  generally for the acts or omissions of any other party.  (b) Without limitation to clause 10.1(a);   (i) no party has the authority to pledge or purport to pledge the credit  of any other party or to make or give (or purport to make or give)  any representations, warranties or undertakings for or on behalf of  any other party; and  (ii) no party may legally bind any other party. The content of any  Transaction Document is to be agreed in writing by all parties.   10.2 Separate tax and accounting obligations  (a) Each party is responsible for its own tax, accounting and record keeping  obligations.  (b) No party is responsible for the obligations of the other party under the tax  laws of any relevant jurisdiction, unless otherwise specifically provided  for in a Transaction Document.  11 Confidentiality  11.1 Confidentiality  Other than any information to be disclosed pursuant to clause 4.3(a), each  party must keep confidential and must not disclose, and must procure that its  Related Entities and its Representatives keep confidential and do not disclose  the Confidential Information, except:  (a) with the prior written consent of the other parties;  (b) where the information is in or has come into the public domain other than  due to a breach of any obligation of confidentiality owed by that party;  





 






   page 27     (c) to the extent required by any applicable law, order or rule of any court or  government agency or the rules of a recognised securities exchange;   (d) to a Representative of that party and of its Related Entities, on a need to  know basis and where those persons undertake to keep information  disclosed confidential or are otherwise bound by or subject to a similar  confidentiality obligation.  11.2 Survival of confidentiality obligations  This clause 11 survives the termination of this deed.  12 General  12.1 Amendment  This deed may be amended only by another deed executed by all the parties.  12.2 Transfer & Assignment  (a) Other than as set out in clauses 12.2(b) and (c), no party can assign,  charge, create a security interest over, encumber or otherwise deal with  any of its rights or obligations under this deed, or attempt or purport to do  so, without the prior written consent of the other party.  (b) Notwithstanding anything in this deed, TCCC Holder may at any time  transfer some or all of the CCA Shares that it holds to one or more of its  Affiliates formed pursuant to the laws of any state in the United States of  America or any part of the United Kingdom, provided that:  (i) it must first notify CCEP of the number of CCA Shares that it  proposes to transfer and the name and corporate details of the  proposed transferee(s);   (ii) CCEP consents to that transfer; and  (iii) such transfer shall not prevent Completion on the date due under  this deed or otherwise affect the timetable of the Proposed  Transaction as set out in the Scheme Implementation Deed,  including as a result of the time required to obtain any necessary  approvals for such transfer under Applicable Law and Regulation.  CCEP must consent to any transfer other than one: (i) where there is a  reasonable likelihood that it could prevent Completion on the date due  under this deed or otherwise affect the timetable of the Proposed  Transaction as set out in the Scheme Implementation Deed or (ii) that, in  CCEP’s reasonable judgment, would financially disadvantage (save to  any de minimis extent), CCEP, CCA or any of its or their Affiliates.  (c) In connection with any transfer pursuant to clause 12.2(b), the parties  shall (and TCCC shall procure that each transferee shall) enter into such  documents as are necessary or desirable to ensure that each transferee:  





 






   page 28     (i) is obliged to comply with each of TCCC Holder's relevant  obligations under this deed to the extent relating to CCA Shares  that such transferee holds; and  (ii) receives the benefit of TCCC Holder's relevant rights under this  deed.  TCCC and TCCC Holder shall use their reasonable endeavours to obtain  any necessary approval (including any letter of no objection under the  Foreign Acquisitions and Takeovers Act 1975 (Cth) that may be  required) as quickly as possible, and CCEP and CCEP BidCo will  provide all reasonable assistance to them to do so.   12.3 Flip to CCEP HoldCo  (a) If TCCC Holder (or any transferee under clause 12.2) will hold or holds  any of the Remaining Sale Shares after Completion, at CCEP BidCo’s  election, the parties shall procure that such Remaining Sale Shares are  exchanged for shares in CCEP HoldCo (CCEP HoldCo Shares) at a  time to be specified by CCEP BidCo (not to occur before Completion),  provided that TCCC Holder (or any transferee under clause 12.2) shall  not be obliged to effect such exchange unless:   (i) CCEP BidCo first notifies TCCC of the proposal for such  exchange, and CCEP BidCo and TCCC (each acting reasonably)  discuss the mechanism and timing for effecting such exchange;  (ii) the share capital of CCEP HoldCo will reflect the share capital of  CCA immediately prior to such exchange, and TCCC Holder (and  any transferee pursuant to clause 12.2) shall hold the same  proportion of shares in CCEP HoldCo immediately following such  exchange  as they held in CCA immediately prior to such  exchange and such CCEP HoldCo Shares shall represent the  same percentage interest in CCEP HoldCo as the shares that they  held in CCA represented in the issued share capital of CCA  immediately prior to such exchange; and   (iii) neither TCCC Holder nor any Affiliate of TCCC shall be financially  disadvantaged (save to any de minimis extent), in TCCC’s  reasonable judgment, by such exchange and will, following such  exchange, be able to account for its holding in CCEP HoldCo (on a  consolidated basis) using the equity method of accounting,   and, following the completion of such exchange, this deed shall apply  mutatis mutandis as if, unless the context otherwise requires, references  to CCA were to CCEP HoldCo and references to CCA Shares were to  CCEP HoldCo Shares.  (b) In connection with any transfer pursuant to clause 12.3(a), the parties  shall (and CCEP shall procure that CCEP HoldCo shall and TCCC shall  procure that any transferee under clause 12.2 shall) enter into such  documents as are necessary or desirable to effect such exchange.  





 






   page 29     12.4 Notices  Any notice, demand, consent or other communication (a Notice) given or made  under this deed:  (a) must be in writing and signed by the sender or a person duly authorised  by the sender (or in the case of email, set out the full name and position  or title of the sender or person duly authorised by the sender);  (b) must be delivered to the intended recipient by prepaid post (or if posted  to an address in another country, by registered airmail) or by hand or  email to the address or email address below or the address or email  address last notified by the intended recipient to the sender:  (i) to CCEP  and CCEP  BidCo  Address: Pemberton House, Bakers Road,  Uxbridge, UB8 1EZ, United Kingdom   Email: secretariat@ccep.com    Attention: General Counsel and Company  Secretary  (ii) to TCCC  and TCCC  Holder  Address: One Coca-Cola Plaza, Atlanta, Georgia  30313, United States of America   Email: bgayton@coca-cola.com    Attention: Bradley Gayton, Senior Vice President &  General Counsel  (c) will be conclusively taken to be duly given or made and received:  (i) in the case of delivery in person, when delivered;  (ii) in the case of delivery by express post, to an address in the same  country, two Business Days after the date of posting;  (iii) in the case of delivery by any other method of post, six Business  Days after the date of posting; and  (iv) in the case of email, at the earliest of:  (A) the time that the sender receives an automated message  from the intended recipient's information system confirming  delivery of the email;  (B) the time that the intended recipient confirms receipt of the  email by reply email; and  (C) three 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 three hour period, an automated  message that the email has not been delivered,  but if the result is that a Notice would be taken to be given or made and  received:  





 






   page 30     (v) in the case of delivery by hand or post, at a time that is later than  5.00 pm;  (vi) in the case of delivery by email, at a time that is later than 7.00 pm;  or  (vii) on a day that is not a Business Day,  in the place specified by the intended recipient as its postal address  under clause 12.3(b), it will be conclusively taken to have been duly  given or made and received at the start of business on the next business  day in that place.  12.5 Entire agreement  This deed contains the entire agreement between the parties with respect to its  subject matter.  It sets out the only conduct, representations, warranties,  covenants, conditions, agreements or understandings (collectively Conduct)  relied on by the parties and supersedes all earlier Conduct by or between the  parties in connection with its subject matter.  No party has relied on or is relying  on any other Conduct in entering into this deed and completing the  transactions contemplated by it.  12.6 Governing law and jurisdiction  This deed is governed by the laws of New South Wales.  In relation to this  deed, and related non-contractual matters, each party irrevocably submits to  the non-exclusive jurisdiction of courts with jurisdiction in New South Wales,  and waives any right to object to the venue on any ground.  12.7 Severability of provisions  Any provision of this deed which is prohibited or unenforceable in any  jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or  unenforceability.  That will not invalidate the remaining provisions of this deed  nor affect the validity or enforceability of that provision in any other jurisdiction.  12.8 No waiver  A failure to exercise or a delay in exercising any right, power or remedy under  this deed does not operate as a waiver.  A single or partial exercise or waiver  of the exercise of any right, power or remedy does not preclude any other or  further exercise of that or any other right, power or remedy.  A waiver is not  valid or binding on the party granting that waiver unless made in writing.  12.9 No merger  The rights and obligations of the parties will not merge on completion of any  transaction contemplated by this deed.  They will survive the execution and  delivery of any assignment or other document entered into for the purpose of  implementing a transaction.  12.10 Duty  All stamp duty, stamp duty reserve tax and any other similar duties, registration  or transfer taxes (including any fines, penalties and interests in relation thereto,  and any amounts paid under any indemnity in relation thereto) (Transfer Tax)  





 






   page 31     payable on or in connection with this deed and any instrument executed under  or any transaction evidenced by this deed (including any Transfer Tax payable  on or in connection with the transfer of the Sale Shares or Remaining Sale  Shares, or the issue of the Second Tranche Scrip Shares or the Put Option  Consideration Shares (including any Transfer Tax chargeable under sections  93 or 96 of the UK Finance Act 1986 or any legislation having similar or  equivalent effect)) shall be borne by CCEP BidCo save to the extent that any  amount has been incurred or increased solely as a result of TCCC Holder  having transferred its CCA Shares to a person other than CCEP HoldCo or  CCEP BidCo (as distinct from a transfer by TCCC Holder to CCEP BidCo) or  nominated a different person to be the underlying beneficial owner of any  CCEP Shares, in which case such additional Transfer Tax shall be borne by  TCCC Holder.   12.11 Counterparts  This deed may be executed in any number of counterparts. All counterparts  together will be taken to constitute one instrument.    





 






        Execution    Executed as a 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  





 






         CCEP BidCo    Signed, sealed and delivered by  CCEP Australia Pty Ltd    )  )  )      ...........................................................  Company Secretary/Director    ...........................................................  Name of Company Secretary/Director  (print)       ...........................................................  Director    ...........................................................  Name of Director (print)       





 






           Signed sealed and delivered by  The Coca-Cola Company in the  presence of     sign here ►   sign here ►    Authorised signatory  Witness  print name     print name                                            





 






            Signed sealed and delivered by  Coca-Cola Holdings (Overseas)  Limited in the presence of     sign here ►   sign here ►    Authorised signatory  Witness  print name     print name