EX-10.5



 Exhibit 10.5 
  

			
		 	Executed version, 2015/07/31

  
  

[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 

Framework agreement for the reorganisation 

of Coca Cola Iberian Partners, S.A. and the 

implementation of 
 Project Spark

 Madrid, 30 July 2015 

  
 1/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 INDEX 
  

							
	 INDEX
	  	 	2	  
		
	 THE PARTIES
	  	 	5	  
		
	 WHEREAS
	  	 	5	  
		
	 CLAUSES
	  	 	10	  
			
	 1.
	  	 OBJECT
	  	 	10	  
			
	 2.
	  	 IBERIAN REORGANISATION
	  	 	11	  
			
	 2.1
	  	 Main steps for the Iberian Reorganisation
	  	 	11	  
			
	 2.2
	  	 Preliminary procedure: request to appoint an independent expert
	  	 	11	  
			
	 2.3
	  	 Procedure to incorporate HoldCo
	  	 	12	  
			
	 2.3.1
	  	 Valuation of HoldCo’s contributions and exchange rate
	  	 	12	  
			
	 2.3.2
	  	 Public deed of incorporation of HoldCo
	  	 	12	  
			
	 2.4
	  	 Incorporation Date actions related to the Iberian Reorganisation
	  	 	13	  
			
	 2.5
	  	 Condition precedent
	  	 	16	  
			
	 3.
	  	 NON-TRANSFER AND NON-LIEN UNDERTAKING
	  	 	16	  
			
	 4.
	  	 ADJUSTMENTS TO PERIMETER
	  	 	16	  
			
	 4.1
	  	 Acquisition of Vífilfell
	  	 	16	  
			
	 4.1.1
	  	 Vífilfell Sale and Purchase Agreement
	  	 	17	  
			
	 4.1.2
	  	 Acts related to the acquisition of Vífilfell
	  	 	19	  
			
	 4.1.3
	  	 Vífilfell management
	  	 	19	  
			
	 4.2
	  	 Excluded Assets
	  	 	20	  
			
	 4.2.1
	  	 Contribution of Excluded Assets to SPV Assets
	  	 	20	  
			
	 4.2.2
	  	 Acts related to the Excluded Assets
	  	 	21	  
			
	 5.
  
	  	 PROJECT SPARK

 
	  	   
	21  
	    



  
 2/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


							
	 5.1
	  	 Main elements of Project Spark
	  	 	21	  
			
	 5.1.1
	  	 Bottling Businesses: valuation and verification
	  	 	21	  
			
	 5.1.2
	  	 Orange
	  	 	22	  
			
	 5.1.3
	  	 Contribution of the Bottling Businesses to Orange
	  	 	23	  
			
	 5.2
	  	 Commitment to implement Project Spark
	  	 	24	  
			
	 5.2.1
	  	 Steps to be taken on the Incorporation Date related to Project Spark
	  	 	24	  
			
	 5.2.2
	  	 Spark Conditions
	  	 	25	  
			
	 5.3
	  	 Other undertakings of the Accepting Shareholders with respect to Project Spark
	  	 	26	  
			
	 6.
	  	 PROCEDURE TO CLOSE THE IBERIAN REORGANISATION AND PROJECT SPARK
	  	 	27	  
			
	 7.
	  	 ADHESION TO THE FRAMEWORK AGREEMENT
	  	 	28	  
			
	 7.1
	  	 Communication to Olive’s shareholders
	  	 	28	  
			
	 7.2
	  	 Adhesion process and term
	  	 	28	  
			
	 8.
	  	 EXTRAORDINARY LIQUIDITY MECHANISM
	  	 	29	  
			
	 9.
	  	 OLIVE GENERAL SHAREHOLDERS’ MEETING
	  	 	31	  
			
	 10.
	  	 INTEGRATION
	  	 	32	  
			
	 11.
	  	 STIPULATION IN FAVOUR OF THIRD PARTIES
	  	 	32	  
			
	 12.
	  	 GENERAL
	  	 	33	  
			
	 12.1
	  	 Confidentiality
	  	 	33	  
			
	 12.2
	  	 Taxes and expenses
	  	 	34	  
			
	 12.3
	  	 Assignment
	  	 	35	  
			
	 12.4
	  	 Amendments
	  	 	35	  
			
	 12.5
	  	 Waivers
	  	 	35	  
			
	 12.6
  
	  	 Notifications
  
	  	   
	 36 
	    



  
 3/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


							
	 12.7
	  	 Partial invalidity or supervening illegality
	  	 	36	  
			
	 12.8
	  	 Copies of this Framework Agreement
	  	 	36	  
			
	 13.
	  	 GOVERNING LAW AND JURISDICTION
	  	 	37	  
			
	 13.1
	  	 Governing law
	  	 	37	  
			
	 13.2
	  	 Jurisdiction
	  	 	37	  
		
	 SCHEDULE I ACCEPTING SHAREHOLDERS
	  	 	39	  
		
	 SCHEDULE V EXCLUDED ASSETS
	  	 	42	  
		
	 SCHEDULE 2.2 REQUEST TO APPOINT AN INDEPENDENT EXPERT
	  	 	44	  
		
	 SCHEDULE 2.3.2 (III) REPRESENTATIONS AND WARRANTIES
	  	 	47	  
		
	 SCHEDULE 2.3.2(V) HOLDO ARTICLES OF ASSOCIATION
	  	 	48	  
		
	 SCHEDULE 2.4(II) OLIVE ARTICLES OF ASSOCIATION
	  	 	49	  
		
	 SCHEDULE 2.4(IV) HOLDCO SHAREHOLDERS’ AGREEMENT
	  	 	50	  
		
	 SCHEDULE 4.2.1 TEMPLATE OF THE CLAUSE TO INCLUDE IN THE PUBLIC DEED OF INCORPORATION OR OF CAPITAL INCREASE OF SPV
ASSETS
	  	 	51	  
		
	 SCHEDULE 5.1.1 VALUATION
	  	 	53	  
		
	 SCHEDULE 5.1.2 ORANGE SHAREHOLDERS’ AGREEMENT TERM SHEET
	  	 	56	  
		
	 SCHEDULE 5.1.3(I) MASTER AGREEMENT TERM SHEET
	  	 	58	  
		
	 SCHEDULE 6 ESTIMATED CALENDAR
	  	 	61	  
		
	 ANEXO 6 CALENDARIO ESTIMADO
	  	 	61	  
		
	 SCHEDULE 7 ADHESION LETTER
	  	 	63	  
		
	 SCHEDULE 12.6 NOTICES
	  	 	65	  


  
 4/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Madrid, 30 July 2015 

THE PARTIES 
  

	I.	The natural and legal persons included in Schedule I. Each of these natural and legal persons is represented by the signatories of Schedule I. 


These natural and legal persons, together with the shareholders, whether natural or legal persons, of Coca Cola Iberian Partners, S.A. who
adhere to this agreement in accordance with its content, will be referred to as the “Accepting Shareholders” and each of them individually as the “Accepting Shareholder”. 

 

	II.	Coca Cola Iberian Partners, S.A., a Spanish company with registered office at Paseo de la Castellana, 259-C (Torre de Cristal), Floor 9, 28046, Madrid and Spanish tax identification number A-86.561.412
(“Olive”). Olive is duly represented by [D.a Sol Daurella I Comadrán]. 

  

	III.	Cobega, S.A., a Spanish company with registered office at Av. dels Països Catalans, no. 32, Esplugues de Llobregat, Barcelona (Spain) and Spanish tax identification numberA-08.080.632
(“Cobega”). Cobega is duly represented by [D.a Sol Daurella i Comadrán]. 

 The Accepting
Shareholders, Olive and Cobega, will be jointly referred to as the “Parties”, and each of them individually as the “Party”. 

WHEREAS 
  

	I.	The Accepting Shareholders are shareholders of Olive, a company the corporate purpose of which is mainly to sell and purchase, manufacture, bottle, pack, distribute and commercialize, both nationally and
internationally, any kind of drinks and food products, including any kind of carbonated and soft drinks, mineral water, juices and nectars or any other non-alcoholic beverage commercialized under brands owned by The Coca-Cola Company
(“Red”) (“Bottling Business”). 

 Olive’s Bottling Business is currently developed in
Spain, Portugal and Andorra. 
  

	II.	 Cobega and its wholly owned subsidiary Solinbar, S.L.U. (“Solinbar”) are the owners of shares representing 100% of the share
capital of Vífilfell hf, an Icelandic company 



  
 5/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	
that owns the Bottling Business carried out in Iceland (“Vífilfell”). In particular, Cobega owns 679,794,345 shares of Vífilfell, representing 99.99999985% of its
share capital, and Solinbar owns one share of Vífilfell, representing the 0.00000015% of its share capital. Cobega is also the main and controlling shareholder of Cobega Invest, S.L., which in turn is an Accepting Shareholder.


  

	III.	Olive is negotiating with Red and Coca-Cola Enterprises Inc. (“White”) the possible integration of their Bottling Businesses in several jurisdictions (“Bottling Businesses” and
“Project Spark”, respectively). In this regard: 

  

	 	(i)	Red is a company incorporated in Delaware which shares are traded in the New York Stock Exchange, which corporate purpose is mainly to manufacture and sell drink bases, essences and other ingredients and drink
concentrates, and is the owner, among others, of the “Coca-Cola” and “Coke” brands. Red is, moreover, the indirect sole shareholder of Coca-Cola Erfrischungsgetränke AG (“Black”), which owns a Bottling
Business in Germany. 

  

	 	(ii)	White is a company incorporated in Delaware which shares are traded in the New York Stock Exchange, and is the owner of a Bottling Business developed in Belgium, France, Great Britain, Luxemburg, Monaco, the
Netherlands, Norway and Sweden. 

 The purpose of Project Spark is for the Bottling Businesses of Olive, White and Black to be
carried out by a newly incorporated company under English and Wales law, with registered office in London (“Orange”), which will initially be owned by Olive shareholders – who will be joint owners through a holding company
–, Red and the shareholders of White. The shares of the new company will be listed on Amsterdam Stock Exchange (Euronext Amsterdam), the New York Stock Exchange (NYSE) and, to the extent possible, on Euronext London and the Spanish stock
exchanges of Barcelona, Bilbao, Madrid and Valencia by means of the Stock Exchange Interconnection System (Continuous Market). 
  

	IV.	 Given that it is intended for all Olive shareholders to have a shareholding in Orange through a holding company, Project Spark requires, in
connection with Olive and as a 



  
 6/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	
first step, the incorporation by the Accepting Shareholders of a Spanish corporation (sociedad anónima), to which the Accepting Shareholders will contribute their Olive shares
(“HoldCo”), so that they have an indirect shareholding in Olive through HoldCo. This operation will be referred to as the “Iberian Reorganisation”. 


The Iberian Reorganisation will enable a more flexible and adequate corporate structure to face potential expansion strategies of Olive, in
line with those of other first-rate international groups. This corporate structure consists of a holding parent company (HoldCo) which controls other companies that unite the group’s shareholding in different jurisdictions or business lines.

 Thus, HoldCo will be the parent holding company of the group controlling Olive, a sub-holding company which will connect the
Bottling Business in the Iberian Peninsula, and eventually other sub-holding companies, at Olive level, which in turn will connect the Bottling Businesses in other jurisdictions or business lines. 

This structure will provide a more adequate corporate management for investments in other jurisdictions and/or business lines, facilitating
investment and disinvestment, and integration or collaboration agreements. 
 In light of the above, the Iberian Reorganisation is advisable,
regardless of whether or not Project Spark is implemented. 
  

	V.	With regard to Project Spark: 

  

	 	(i)	the assets which are not used in the Bottling Business included in Schedule V and owned by Olive’s subsidiaries will be excluded from Olive’s Bottling Business that HoldCo contributes to Orange
(“Excluded Assets”), and 

  

	 	(ii)	(a) Cobega will sell and transfer shares representing 100% of Vífilfell’s share capital to Orange (or to whom it indicates) and (b) Solinbar will sell and transfer its single share of Vífilfell
to Olive (or to whom it indicates) ((a) and (b) will be jointly referred to as “Vífilfell Sale and Purchase”). 


The procedures to (i) exclude the Excluded Assets from Olive’s Bottling Business and (ii) sell Vífilfell will be jointly
referred to as “Adjustments to Perimeter”. 

  
 7/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	VI.	The Accepting Shareholders agree to specify the terms and conditions which, if the conditions contained in this agreement are fulfilled, will govern the Iberian Reorganisation, Adjustments to Perimeter and
Project Spark. 

  

	VII.	Olive has been provided a report issued by N M Rothschild & Sons Limited that concludes that, as at the date of the report, Olive’s valuation within the Project Spark framework was fair and
appropriate for Olive and its shareholders. 

  

	VIII.	Olive’s Board of Directors, in its meeting held today: 

  

	 	(i)	approved Olive’s execution of the Master Agreement governing the process to implement Project Spark. According to this Master Agreement, Olive undertakes to encourage Olive shareholders who did not execute
this agreement today to do so in accordance with the provision established herein; 

  

	 	(ii)	confirmed that the transfer of Olive shares in favour of HoldCo, by the Accepting Shareholders that are legal persons provided in this Framework Agreement (as this term is defined below), are covered by section
(iii) of article 8.3 of Olive articles of association, therefore being a Permitted Transfers and being this Framework Agreement a Confirmation as this terms is defined in the referred articles of association; 


 

	 	(iii)	confirmed that once Olive General Shareholders Meeting to be held on 30 September 2015 pursuant to clause 9 below approves the amendment of the articles of association provided in section (iii) of such Clause,
the transfers of Olive shares in favour of HoldCo by Accepting Shareholders that are natural persons provided in this Framework Agreement, will be included in section (ii) of article 8.3 of Olive articles of association, therefore being
Permitted Transfers and being this Framework Agreement a Confirmation as this terms is defined in the referred articles of association; 

  

	 	(iv)	confirmed upon execution of this Framework Agreement, the transfer of Olive shares in favour of HoldCo by Accepting Shareholders that are legal persons provided in this Framework Agreement are permitted under section
(c) of clause 13.3 of Olive shareholders Agreement executed on 24 January 2013 (“Olive Shareholders Agreement”), being this Framework Agreement the confirmatory notice provided in such clause; 


  
 8/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	(v)	confirmed that upon execution of this Framework Agreement, the transfer of Olive shares in favour of HoldCo by Accepting Shareholders that are natural persons provided in this Framework Agreement, are permitted under
section (d) of clause 13.3 of Olive Shareholders Agreement, as amended pursuant to Clause 9 below, being this Framework Agreement the confirmatory notice provided in such clause; 


 

	 	(vi)	confirmed that it is envisaged that in the Master Agreement referred to in Clause 5.1.3 below, or in a separate document, Red and The Coca Cola Export Corporation grant the authorisation referred to in clauses 13.2 and
13.8 (i) of Olive Shareholders Agreement regarding the transfer of shares of the Company in favour of HoldCo provided un this Framework Agreement; and 

  

	 	(vii)	for the purpose of article 88 of Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Spanish Companies Act, authorise the Accepting Shareholders’ transfer of their Olive shares to
HoldCo. 

  

	IX.	Project Spark is highly confidential, among other reasons, because the significant amount of information regarding Red and White – which, as stated, are listed companies – which is not in the public
domain (such as information contained in this Framework Agreement) is subject to strict legal confidentiality obligations. 


In compliance with these confidentiality obligations, this agreement is initially executed only by those Olive shareholders who have appointed
(either directly or indirectly by means of other shareholders to whom they are connected) Olive directors, thus, a period is established – which will start once Project Spark is publicly announced– so that the remaining shareholders can
also adhere to this agreement as Accepting Shareholders. 
  

	X.	 According to the liquidity mechanism provided for in clause 14 of Olive shareholders’ agreement executed on 24 January 2013 (the
“Olive Shareholders’ Agreement”) (i) shareholders were informed about the Market Value (as this term is defined in the 



  
 9/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	
Olive Shareholders’ Agreement) of Olive shares determined by Barclays and N M Rothschild & Sons Limited and which amounted to EUR 3,538 per share at Olive’s General
Shareholders’ Meeting dated 22 June 2015 and (ii) the period to exercise the liquidity mechanisms for financial year 2015 expired on 15 July 2015. 


In this context, the Accepting Shareholders intend to establish – before carrying out the Iberian Reorganisation – a new liquidity
window, to enable Olive shareholders that did not execute the agreement (and who, therefore, do not intend to participate in the Iberian Reorganisation or/and Project Spark) to sell their Olive shares in a procedure similar to the liquidity
mechanism established in the Olive Shareholders’ Agreement. 
 In light of the above, the Parties agree to enter into this framework agreement
(“Framework Agreement”), which will be governed by the following 
 CLAUSES 

 

	1.	OBJECT 

 This Framework Agreement aims mainly to establish and regulate 

 

	(i)	in connection with the Iberian Reorganisation, the process and the necessary actions for its implementation and the Accepting Shareholders’ undertaking to fulfil and define the condition precedent to which this
undertaking is subject; 

  

	(ii)	with respect to the Adjustments to Perimeter, the necessary process and actions for its implementation and the undertaking by the Accepting Shareholders and Cobega to fulfil and define the conditions to which this
undertaking is subject; 

  

	(iii)	in connection with Project Spark, the contracts that will govern it, the parties to each contract and their main terms and conditions, the process for its implementation, the procedures to be carried out by the
Accepting Shareholders to implement it and the Accepting Shareholders’ undertaking to fulfil and define the conditions precedent to which this undertaking is subject; 


 

	(iv)	the procedure through which Olive shareholders not signing this Framework Agreement may adhere to it; and 

  

	(v)	a liquidity mechanism, similar to that provided for in Olive Shareholders’ Agreement, which will be offered to Olive shareholders not signing this Framework Agreement and who decide not to participate in Iberian
Reorganisation and/or Project Spark. 


  
 10/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	2.	IBERIAN REORGANISATION 

 Subject to the fulfilment of the condition precedent under
Clause 2.5 (“HoldCo Condition”) no later than by 6 August 2016, the Accepting Shareholders undertake to carry out the actions provided for in Clauses 2.3 and 2.4 on the Incorporation Date (as this
term is defined in Clause 6), and any other action reasonably necessary or advisable to complete the Iberian Reorganisation. 
 Furthermore, the
Accepting Shareholders signing this Framework Agreement today carry out the actions provided for in Clause 2.2. 
  

	2.1	Main steps for the Iberian Reorganisation 

 The Iberian Reorganisation consists of: 

 

	(i)	the incorporation by the Accepting Shareholders of a corporation (sociedad anónima) of Spanish nationality (HoldCo) by. 


 

	(ii)	the contribution by the Accepting Shareholders, in the framework of the incorporation of HoldCo, of all Olive shares owned by the Accepting Shareholders, in exchange for HoldCo shares pursuant to a one-to-one ratio: one
HoldCo share for each Olive share contributed; and 

  

	(iii)	the Accepting Shareholders (as HoldCo shareholders) and HoldCo executing a shareholders agreement regarding HoldCo (“HoldCo Shareholders’ Agreement”). The execution of the HoldCo Shareholders’
Agreement will imply the termination of Olive Shareholders’ Agreement. 

  

	2.2	Preliminary procedure: request to appoint an independent expert 

 Contributing Olive shares owned by the
Accepting Shareholders to HoldCo is a non-cash contribution. Therefore, Olive’s shares are subject to a mandatory report by a professional independent expert appointed by the Commercial Registry of Madrid. 

  
 11/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 In this regard, Cobega Invest, S.L. herein signs a request for the appointment of an independent expert
according to Schedule 2.2, who is requested to value the shares representing 100% of Olive’s share capital, albeit using mechanisms that enable the valuation of a lower share capital, should any Olive shareholder decide not to contribute
its Olive shares to HoldCo. 
 The Accepting Shareholders agree that Olive will be in charge of handling the submission, as soon as possible, of the request
for the appointment of an independent expert, and all the procedures necessary to obtain this report and, if necessary, its extension. 
  

	2.3	Procedure to incorporate HoldCo 

  

	2.3.1	Valuation of HoldCo’s contributions and exchange rate 

 The Accepting Shareholders agree that the
exchange ratio of Olive and HoldCo shares will be one to one: each Accepting Shareholder will receive a HoldCo share for each Olive share contributed. 

For the sole purpose of the contribution to HoldCo, the value of contributed Olive shares will be the value calculated by the independent expert designated by
the Commercial Registry in accordance with Clause 2.2. 
 The Accepting Shareholders authorize Olive to inform HoldCo, once the latter is
incorporated, about (i) the tax value of past contributions to Olive by the Accepting Shareholders, as well as to provide all the documents supporting this tax value, and (ii) the information about the Accepting Shareholders included in
the record book of Olive’s Indirect Holdings, Beneficiary Entities and Ultimate Beneficiaries. Besides, the Accepting Shareholders undertake to provide any explanation and additional information in this regard that HoldCo may require in the
future. 
  

	2.3.2	Public deed of incorporation of HoldCo 

 On the Incorporation Date (as this term is defined in the
Clause 6), the Accepting Shareholders, by themselves or through a representative, will grant HoldCo’s incorporation deed, subscribing a number of HoldCo shares equivalent to Olive’s shares owned by them, and paying for the
subscribed HoldCo shares through the contribution of Olive shares owned by them. The Olive shares will be contributed to HoldCo free of any lien, charge or third party right. 

  
 12/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 The public deed of incorporation will include, among others, the following: 

 

	(i)	The identity of the Accepting Shareholders and their intention to incorporate HoldCo. 

  

	(ii)	Olive’s shares contributed by each Accepting Shareholder, the value of each contribution in euros and the numbering of the HoldCo shares contributed to by the Accepting Shareholders in exchange. 


Each Accepting Shareholder will be obliged to contribute every Olive share he/she/it owns to HoldCo. 

 

	(iii)	Representations and warranties of each of the Accepting Shareholders, in favour of HoldCo in relation to Olive’s shares contributed, according to Schedule 2.3.2(iii). 


 

	(iv)	The inclusion of Olive’s shares in the tax regime referred to in Chapter VII of Title VII of Law 27/2014 of 27 November, on Corporate Tax. 


 

	(v)	HoldCo’s articles of association, which will be drafted in all material respects in accordance with the attached model provided in Schedule 2.3.2(v). 


 

	(vi)	With respect to HoldCo’s Board of Directors: (a) its initial composition , which will be the same as that of Olive as at HoldCo’s Incorporation Date, and (b) the directors’ acceptance of their
appointments for the maximum term established in HoldCo’s articles of association. 

  

	(vii)	Independent expert report pursuant to Clause 2.2. 

  

	2.4	Incorporation Date actions related to the Iberian Reorganisation 

 On the Incorporation Date, immediately
after the granting of the incorporation deed, the following actions will be carried out in relation to the Iberian Reorganisation: 
  

	(i)	If Olive is a wholly owned subsidiary of HoldCo: 

  

	 	(a)	members of the Board of Directors of Olive will resign from their positions in Olive and the secretary and deputy secretary non-members to the Board will resign; 


  
 13/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	(b)	HoldCo as sole shareholder of Olive, will pass the following resolutions: 

  

	 	(1)	accept the resignations submitted by the members of the Board of Directors of Olive , approving their management and thanking them for their services. Any directors that have not submitted their resignation will be
removed; 

  

	 	(2)	accept the resignations submitted by the secretary and deputy secretary non-members to the Board, thanking them for their services. If they do not submit their resignation, they will be removed; 


 

	 	(3)	amend Olive’s articles of association to bring them in line with those governing other sole shareholder companies of the group; and 


 

	 	(4)	appoint HoldCo as sole director of Olive for the maximum period established in the articles of association. 


All these decisions will be formalized in a public deed for their registration with the Commercial Registry of Madrid as soon as possible and,
in any event, within 15 days of the deed’s formalization. 
  

	(ii)	If Olive is not a wholly owned subsidiary of HoldCo: 

  

	 	(a)	members of the Board of Directors of Olive will resign from their positions as directors of Olive, effective as from the date on which their substitutes are appointed by the Shareholders’ Meeting, and the secretary
and deputy secretary non-members to the Board will resign from their positions; 

  

	 	(b)	Olive Shareholders’ Meeting will be called, which must be held within 40 days of the Incorporation Date, and the agenda of the Shareholders’ Meeting will be the following: 


 

	 	(1)	accept the resignation of the outgoing directors, approving their management and thanking their services. Any directors that have not submitted their resignation will be removed; 


  
 14/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	(2)	accept the resignations submitted by the secretary and deputy secretary non-members to the Board, thanking them for their services. If they do not submit their resignation, they will be removed; 


 

	 	(3)	amend Olive’s articles of association as provided for under Schedule 2.4(i), modifying the company’s management system, which will be composed of a sole director; and 


 

	 	(4)	appoint HoldCo as sole director of Olive for the maximum period established in the articles of association. 


These resolutions, as the case may be, will be formalized in a public deed before registering them with the Commercial Registry of Madrid as
soon as possible and, in any event, within 15 days of the deed’s formalization. 
  

	(iii)	HoldCo will hold a Board of Directors meeting, at which: 

  

	 	(a)	the chairperson, first deputy chairperson, second deputy chairperson, the secretary, the deputy secretary of the Board of Directors and the managing director of HoldCo will be chosen from among those who are carrying
out such functions in Olive as at HoldCo’s Incorporation Date; 

  

	 	(b)	HoldCo as shareholder of Olive (or sole shareholder as the case may be) will approve the decisions referred to in the aforementioned point (i)(b) or (ii)(b) as the case may be; 


 

	 	(c)	HoldCo will sign the HoldCo Shareholders’ Agreement, in substantially the same terms as those foreseen in Schedule 2.4(iv), will be approved; and 


 

	 	(d)	Powers of attorney will be granted under the terms established by the Board of Directors. 

 All
the aforementioned resolutions which may be registered will be formalized in the corresponding public deeds, which will be filed for their registration with the Commercial Registry of Madrid as soon as possible and, in any event, within fifteen days
following their formalization. 
  

	(iv)	The Accepting Shareholders and HoldCo will sign the HoldCo Shareholders’ Agreement in substantially similar terms as those foreseen in Schedule 2.4(iv) (which will imply the termination of Olive’s
Shareholders’ Agreement). 


  
 15/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	2.5	Condition precedent 

 The Accepting Shareholders’ obligation to formalize the Iberian Reorganisation
and carry out all the actions established in Clauses 2.3 and 2.4 is subject to its fulfilment with, before 6 August 2016, and in the terms foreseen in this Framework Agreement, the condition precedent of obtaining a report by
a professional independent expert in relation to Olive shares to be contributed to HoldCo. 
 The HoldCo Conditions are established to the benefit of the
Accepting Shareholders and they have the right to waive them at their discretion. 
 If by 6 August 2016 (i) the HoldCo Condition has not been
fulfilled and (ii) the Accepting Shareholders have not set a new period within which the HoldCo Condition must be fulfilled, this Framework Agreement may be considered ineffective and void (except for Clauses 11, 12 and 13,
and the Parties will be able to claim anything from each other, except if there has been a breach of contract). 
  

	3.	NON-TRANSFER AND NON-LIEN UNDERTAKING 

 The Accepting Shareholders undertake not to transfer, charge or
grant any right in favour of any third party over their shares in Olive, except the transfer of Olive’s shares (i) to another Accepting Shareholder and (ii) to HoldCo, pursuant to the provisions in this Framework Agreement. 

 

	4.	ADJUSTMENTS TO PERIMETER 

 Subject to fulfilling the Spark Conditions (as this term is defined in
Clause 5.2.1) the Accepting Shareholders and Cobega undertake to perform, or cause to be performed, the actions established in Clause 4. 
  

	4.1	Acquisition of Vífilfell 

 Cobega undertakes to sell and transfer Orange (or the company it
indicates) 679,794,345 shares of Vífilfell, fully subscribed and paid and free of any charge, lien or third party right (except for the encumbrance described subsequently), representing 99.99999985% of Vífilfell’s share capital,
pursuant to the terms established in Clause 4.1. 

  
 16/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Cobega undertakes, as sole shareholder of Solinbar, to cause Solinbar to sell and transfer one share of
Vífilfell, representing 0.00000015% of Vífilfell’s share capital, fully subscribed and paid and free of any charge, lien or third party right (except for the encumbrance described hereafter), to Olive (or the company it
indicates), pursuant to the terms established in Clause 4.1. 
 Vífilfell shares are subject to the “Encumbrance Concerning Redemption
Rights for Securities due to participation in the Central Bank of Iceland Investment Programme” dated February 28, 2012. 
  

	4.1.1	Vífilfell Sale and Purchase Agreement 

 On the Incorporation Date, or as soon as possible after
that, Cobega, Solinbar, Olive and Orange will execute an agreement for the Vífilfell Sale and Purchase, which main terms and conditions will be as follows: 
  

	(i)	Price and payment 

 The aggregate purchase price for all the Vífilfell shares is EUR 35,000,000
(or its equivalent amount in Icelandic Kronas). 
 At closing, each seller will receive a pro rata share of the purchase price, according to the
Vífilfell share sold and transferred. 
 Orange and Olive (or the companies appointed by them as buyers) will pay the price to Cobega and Solinbar,
respectively, at closing of Vífilfell Sale and Purchase agreement, by bank transfer, net of any charge or commission, which shall be received and available at closing date in the bank account that every seller communicates in writing three
days before completion. 
  

	(ii)	Conditions precedent 

 The obligation to acquire Vífilfell is subject to the following conditions
precedent, both in favour of Orange and Olive, who, therefore, could waive those conditions: 
  

	(a)	the unconditional authorisation of the Central Bank of Iceland with regard to the Vífilfell Sale and Purchase of, according to the encumbrance affecting Vífilfell shares and Foreign Exchange Act
No. 87/1992; 


  
 17/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(b)	Orange’s and Olive’s undertaking to carry out a legal and financial due diligence review of Vífilfell, under the customary terms for such kind of transaction, which result must be satisfactory to Orange
and Olive, acting reasonably when (i) no risks are identified which have a significant effect on Vífilfell’s valuation carried out in the framework of the Vífilfell Sale and Purchase, or (ii) receiving ample and
appropriate coverage for the risks detected in the Vífilfell Sale and Purchase agreement; and 

  

	(c)	the Project Spark closing, which will take place (as the case may be) at the Closing Date of Project Spark, as the term is defined in Clause 5.1.3(ii). 


 

	(iii)	Management through closing 

 From the date of this Framework Agreement to the closing date of the
Vífilfell Sale and Purchase (or, on the date in which Orange and Olive withdraw Vífilfell Sale and Purchase because the conditions precedent provided in section (ii) above have not been fulfilled), Cobega will cause
Vífilfell to carry out its business in the ordinary course of business in accordance with provisions in Schedule 3 of the Master Agreement (as the term is defined in Clause 5.1.3). 

 

	(iv)	Other terms and conditions 

 The Vífilfell Sale and Purchase agreement will contain the customary
terms and conditions for this kind of operations, including a seller liability scheme, with representations and warranties (and, where appropriate special allowances), in accordance with the result of the legal and financial due diligence review
provided for in paragraph (ii) above. Cobega and Solinbar representations and warranties with respect to Vífilfell will be essentially identical to Schedule 6 of the Master Agreement (as the term is defined in Clause 5.1.3). 

  
 18/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(v)	Consummation of the Vífilfell Sale and Purchase 

 The consummation of the Vífilfell Sale
and Purchase shall take place, in accordance with the Vífilfell Sale and Purchase agreement, once the conditions precedent foreseen in paragraph (ii) have been fulfilled or their satisfaction waived by Orange and Olive. 

 

	4.1.2	Acts related to the acquisition of Vífilfell 

 In relation to the Vífilfell Sale and
Purchase, the Accepting Shareholders, Olive and Cobega undertake to the following: 
  

	(i)	Cobega, directly and as Solinbar’s sole shareholder, (a) will not transfer, encumber or grant rights in favour of third parties in relation to Vífilfell shares; and (b) all necessary requirements
and formalities whose fulfilment depends on Cobega in order for the transfer of Vífilfell shares to be fully valid and enforceable (including, if applicable, the approval of the General Shareholders’ Meeting of Cobega and Cobega as sole
shareholder of Solinbar) will be fulfilled. 

  

	(ii)	The Accepting Shareholders will, on the Incorporation Date (or as soon as possible following that date) have HoldCo, as sole shareholder or majority shareholder (as the case may be) of Olive approve the Vífilfell
Sale and Purchase pursuant to the terms of Clause 4.1.1 and delegate its execution to Olive’s management body. 

  

	(iii)	Accepting Shareholders, Olive and Cobega on the Incorporation Date, or as soon as possible after that, Cobega, Solinbar, Olive and Orange will (a) sign an agreement for the Vífilfell Sale and Purchase in the
terms foreseen in Clause 4.1.1 and (b) fulfil any requirements and formalities necessary under Icelandic law for the transfer of Vífilfell shares to be effective and valid. 


 

	4.1.3	Vífilfell management 

 Upon the acquisition by Orange and Olive (or by the companies indicated by
them) of Vífilfell shares, the structure and composition of the management body of Vífilfell will be amended –according to Icelandic regulations– as decided by the management body and team of Orange and Olive (or the
companies indicated by them). 

  
 19/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	4.2	Excluded Assets 

  

	4.2.1	Contribution of Excluded Assets to SPV Assets 

 As soon as possible, after incorporation, Olive
affiliates holding Excluded Assets (identified in Schedule V) will contribute the Excluded Assets (except those that may have been transferred to third parties) to a newly established limited liability company (sociedad de responsabilidad
limitada de nueva creación) in the framework of an incorporation or a share capital increase of Olive (“SPV Assets”). For the purposes of contributing the Excluded Assets to SPV Assets, these will be valued pursuant to
their value in the balance sheet of the contributor. 
 SPV Assets will assume all current or future debts and liabilities related to the Excluded Assets.
That commitment will be carried out, to the extent possible, through the termination of the debt or liability of the contributing companies with third parties and, if not possible, the commitment will be carried out by SPV Assets cumulatively and
non-exhaustive effect, with the obligation to hold the contributing companies harmless from any damages that may be suffered in relation to those debts and liabilities. Annex 4.2.1. includes a model clause to include in the deed of incorporation or
capital increase. 
 HoldCo will be guarantor of SPV Assets obligations pursuant to the above paragraph. 

In the scenario that Olive is a wholly owned subsidiary of HoldCo following the contribution of the Excluded Assets to SPV Assets, its total shareholding will
be distributed as dividend in kind, in a process that will make HoldCo the sole shareholder of SPV Assets, which owns the Excluded Assets (except the Excluded Assets that may have been transferred to third parties). 

The management strategy that HoldCo will follow with regard to SPV Assets will consist in transferring Excluded Assets, either individually or jointly,
through sale and purchase agreements in order to maximize their value. 

  
 20/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	4.2.2	Acts related to the Excluded Assets 

 In connection with the Excluded Assets, the Accepting Shareholders
undertake as soon as possible after the Incorporation Date: 
  

	(i)	to have Olive’s subsidiaries holding the Excluded Assets (a) incorporate SPV Assets, (b) contribute the Excluded Assets to SPV Assets; and 


 

	(ii)	to have Olive’s subsidiaries which are shareholders of SPV Assets at the time (and Olive, once it becomes a shareholder of SPV Assets, and as long as it is wholly owned by HoldCo) distribute these shares as
dividends in kind. 

  

	5.	PROJECT SPARK 

  

	5.1	Main elements of Project Spark 

 Project Spark consists of integrating the Bottling Businesses of White,
Black and Olive (excluding the Excluded Assets) by contributing them to Orange. The main elements are: 
  

	(i)	the Bottling Businesses of White, Black and Olive (identifying the scope of each Bottling Business), the assessment of each one in the framework of Project Spark and the mechanisms foreseen to verify and validate these
assessments; 

  

	(ii)	the main features of Orange and the main terms and conditions that will govern the relationship between the shareholders of Orange, as well as the process foreseen for admitting the Orange shares for trading on
Amsterdam Stock Exchange (Euronext Amsterdam), the New York Stock Exchange (NYSE) and, to the extent possible, on Euronext London and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia by means of the Stock Exchange
Interconnection System (Continuous Market); and 

  

	(iii)	the process foreseen for contributing the Bottling Businesses to Orange. 

  

	5.1.1	Bottling Businesses: valuation and verification 

  

	(A)	Valuation of the Bottling Businesses 

 Schedule 5.1.1 includes (i) a description of
the Bottling Businesses of White, Black and Olive that will be contributed to Orange, as well as, (ii) the methods followed to assess the Bottling Businesses in the framework of Project Spark. 

In relation to the above, Olive has received a report issued by N M Rothschild & Sons Limited which concludes that, as at the date of
the report, Olive’s valuation within the Project Spark framework was fair and appropriate for Olive shareholders and Olive. 

  
 21/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(B)	Due Diligence 

 The Bottling Business of Black and White has been subject to a legal, labour,
financial and tax due diligence exercise carried out under customary terms in transactions of this kind with a satisfactory result by experienced professional external advisors of Olive. 

Likewise, legal (due diligence), labour, financial and tax advisors of Red and White have carried out a due diligence process of those
areas of the Olive Bottling Business. 
  

	5.1.2	Orange 

  

	(A)	Orange’s features and Orange Shareholders’ Agreement 

 It is envisaged that Orange
will be a company incorporated under the laws of England and Wales, with registered office in London. 
 It is envisaged that the structure
and the members of the Board of Directors and management of Orange at the Closing Date of Project Spark will be those listed in Schedule 5.1.2. In addition, HoldCo and Red, as shareholders of Orange, and Orange will execute an agreement
subject to the laws of England and Wales (the “Orange Shareholders’ Agreement”), the main terms and conditions of which are included in Schedule 5.1.2. 

 

	(B)	Admission to trading 

 The listing of the shares will be requested for the Amsterdam Stock
Exchange (Euronext Amsterdam), the New York Stock Exchange (NYSE) and, to the extent possible, on Euronext London and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia by means of the Stock Exchange Interconnection System
(Continuous Market), in the terms provided for in the Master Agreement (as this term is defined in the following Clause 5.1.3). 
 The
listing of the Orange’s shares on the Amsterdam Stock Exchange (Euronext Amsterdam) will be a condition for the contribution of the Bottling Businesses to Orange. 

  
 22/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	5.1.3	Contribution of the Bottling Businesses to Orange 

 It is envisaged that the Bottling Businesses will be
contributed to Orange between the following dates: 
  

	(i)	The “Signature Date of Project Spark”, which is planned for [6] August 2015, which will be the date on which Project Spark will be announced to the public and some of the Project Spark
contracts will be executed, as explained further below. 

  

	(ii)	The “Closing Date of Project Spark”, which will be the date on which, provided that the conditions foreseen for the effectiveness of Project Spark have been met, the contracts governing the contribution
of the Bottling Businesses of White, Black and Olive to Orange, as well as, the other contracts that pursuant to the provisions below govern Project Spark, take full effect and the Bottling Businesses of White, Black and Olive are actually
contributed to Orange. 

 Project Spark will be documented pursuant to the following contracts: 

 

	(i)	Master Agreement: contract subject to the laws of England and Wales, which describes the implementation process of Project Spark and establishes its main terms and conditions. It will be signed on the Signature Date of
Project Spark by Red, White Olive, Orange and an Orange subsidiary (MergeCo) incorporated under the laws of Delaware (“Master Agreement”). The main terms and conditions of the Master Agreement are included in Schedule
5.1.3(i). 

 HoldCo will adhere to the Master Agreement on (or immediately after) the Incorporation Date, replacing Olive.

  

	(ii)	This Framework Agreement, which is subject to Spanish law. 

  

	(iii)	Olive Contribution Agreement: contract subject to the laws of Spain – pursuant to the Master Agreement – which regulates HoldCo’s contribution of its Olive shares to Orange, will be executed on the
Incorporation Date (or immediately afterwards) by HoldCo and Orange, and will take effect on the Closing Date of Project Spark (“Olive Contribution Agreement”). 


  
 23/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(iv)	Black Contribution Agreement: contract subject to the laws of Germany – pursuant to the Master Agreement – which regulates the Black’s contribution to Orange, will be executed on Signature Date of Project
Spark and that will take effect on the Closing Date of Project Spark. 

  

	(v)	Merger Agreement: contract subject to the laws of Delaware which regulates the contribution of the Bottling Business of White to Orange, structured through a merger by absorption of White (as absorbed entity) by a
(indirectly) wholly owned subsidiary of Orange incorporated under the laws of Delaware (MergeCo, as the absorbing company). 


It is envisaged that this agreement will be executed on the Closing Date of Project Spark by White, Orange and two subsidiaries wholly owned by
Orange (US Orange and MergeCo), together with the Master Agreement. 
  

	(vi)	The Orange Shareholders’ Agreement referred to in Clause 5.1.2.  

  

	5.2	Commitment to implement Project Spark 

  

	5.2.1	Steps to be taken on the Incorporation Date related to Project Spark 

 Subject to the fulfilment of each
and every one of the conditions precedent set out in Clause 5.2.2 (the “Spark Conditions”) no later than 6 August 2016 at the very latest, on the Incorporation Date, and immediately after the conclusion of the steps
foreseen in Clause 2.4, the Accepting Shareholders, as HoldCo Shareholders, will hold a Universal HoldCo Shareholders’ Meeting in which they will vote in favour of: 

 

	(i)	In the event that Olive is a wholly owned subsidiary of HoldCo, and therefore sole shareholder of Olive, Olive will pay dividends to HoldCo in an amount and pursuant to the terms established in the Master Agreement
(except that, pursuant to the Master Agreement, it is not entitled to distribute such dividend at this point in time but at a later time, in which case the resolution will be passed at the appropriate time according to the Master Agreement);


  

	(ii)	Vífilfell Sale and Purchase agreement in accordance with Clause 4.1. 


  
 24/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(iii)	Contribution by HoldCo of Olive’s shares to Orange, within the framework of Project Spark (which will include the authorisation that is referred to in article 72 of Legislative Royal Decree 1/2010, dated
2 July, approving the restated text of the Spanish Companies Act), and consequently: 

  

	 	(a)	HoldCo’s adhesion to the Master Agreement executed on the Signature Date of Project Spark in accordance with Schedule 5.1.3(i); 


 

	 	(b)	HoldCo’s signature of the Olive Contribution Agreement pursuant to Schedule 5.1.3(iii); 

  

	 	(c)	HoldCo’s adhesion or execution of the Orange Shareholders’ Agreement; and 

  

	 	(d)	The execution of any other contracts and taking any other steps that might be necessary or appropriate to implement Project Spark. 


Furthermore, in the case that Olive is not a company wholly owned by HoldCo, the Accepting Shareholders commit themselves to obtain the waiver by the Board of
Directors of Olive of the corresponding preferential acquisition right, pursuant to article 8.3 (b) of the new Olive articles of association and grant the authorisation provided in article 8.3(e) (ii) of the mentioned articles of
association, in relation to HoldCo’s contribution of Olive shares to Orange, pursuant to the Olive Contribution Agreement. 
  

	5.2.2	Spark Conditions 

 The Accepting Shareholders’ obligation to carry out the steps in Clause
5.2.1 is subject to fulfilling the Spark Conditions pursuant to this Framework Agreement before 6 August 2016: 
  

	(i)	Implementing the Iberian Reorganisation. HoldCo must own shares representing at least 80% of Olive’s share capital. 


Notwithstanding the foregoing, all Accepting Shareholders must contribute all their Olive shares to HoldCo upon its incorporation, as
established in this Framework Agreement. 
  

	(ii)	Maintaining the main terms and conditions. The terms of the Master Agreement and the Orange Shareholders’ Agreement entered into or adhered to by HoldCo must be consistent with those included in Schedules
5.1.3(i) and 5.1.2, respectively. 


  
 25/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 In relation to the foregoing, Olive commits itself vis-à-vis the Accepting
Shareholders to not enter into the Master Agreement, the Orange Shareholders’ Agreement and the other agreements related to Project Spark, and to not approve their renewal, if the terms and conditions of those agreements (or their renewal), are
not consistent with those included in Schedule 5.1.3(i) and Schedule 5.1.2., respectively, except with the previous authorisation of the Accepting Shareholders that own Olive shares representing at least 80% of Olive share capital.

 The Spark Conditions are established to the benefit of the Accepting Shareholders who may jointly waive them at their discretion. If the waiver of the
Spark Conditions is agreed by the Accepting Shareholders that own Olive shares representing at least 80% of Olive share capital, the waiver will be binding on all Accepting Shareholders, being understood, consequently, that all of them have waived
the corresponding Spark Condition (or Conditions). 
 If by 6 December 2016 (i) all of the Spark Conditions have not been fulfilled; (ii) the
Accepting Shareholders have not waived the Spark Conditions pursuant to the terms in the paragraph above; or (iii) the Accepting Shareholders have not set a new deadline to fulfil the Spark Conditions, Clauses 4 and 5 of this
Framework Agreement will be void, without the need for any of the Parties to make a claim against the others as a result, unless any of them are in breach. 
  

	5.3	Other undertakings of the Accepting Shareholders with respect to Project Spark 

 According to the Master
Agreement, the Accepting Shareholders undertake to: 
  

	(i)	Up to the Closing Date of Project Spark, not solicit, facilitate or deliberately incentivise the issue of a Proposal of Acquisition; not initiate or participate in conversations or discussions with a third party; not
provide a third party with information regarding HoldCo, Olive or their subsidiaries; not allow a third party to access the accounting information or assets of HoldCo, Olive or their subsidiaries; not collaborate in any other way with a third party
that has issued or intends to issue a Proposal of Acquisition; not approve or recommend any type of agreement that is related or refers to a Proposal of Acquisition. 


  
 26/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(ii)	For the purposes of this clause, “Proposal of Acquisition” means any offer or proposal related to the acquisition by a third party, directly or indirectly by means of any kind of legal transaction other
than those established in the Master Agreement, of at least 15% of the consolidated assets of the Bottling Business. 

  

	(iii)	Following the Closing Date of Project Spark, not take, directly or indirectly, legal actions against Orange or its group that may result from facts occurred before the Closing Date of Project Spark. To the extent that
these proceedings or rights to claim may exist, the Accepting Shareholders irrevocably waive them and perpetually release Orange and its group from any liability that may result in this regard. 


 

	6.	PROCEDURE TO CLOSE THE IBERIAN REORGANISATION AND PROJECT SPARK 

 The calendar for the Iberian
Reorganisation, Adjustments to Perimeter and Project Spark is included as Schedule 6. 
 The intention of the Parties is for the actions foreseen in
Clauses 2.3 and 2.4 (in relation to the Iberian Reorganisation) and the Clause 5.2.1. (in relation to the Project Spark) to take place on the same date: the Incorporation Date (as defined below), provided that the HoldCo Condition and
Spark Conditions have been fulfilled on that date. 
 Moreover, it is the intention of the Parties that the necessary steps to implement the Adjustments to
Perimeters start on the Incorporation Date and are completed as soon as possible after the said date. 
 Hence, when the HoldCo Condition and Spark
Conditions are fulfilled, Olive will notify the Accepting Shareholders (the “Closing Notification”) and ask them to appear on a given date and time, which must be within 30 business days from the Closing Notification, before the
Notary Public of Madrid referred to in the Closing Notification, for the purpose of carrying out the steps set out in Clauses 2.3 and 2.4 (in connection with the Iberian Reorganisation), in Clause 4.1.2 (in connection with
the Vífilfell Sale and Purchase), and in Clause 5.2.1 (in connection with Project Spark), and therefore execute the Iberian Reorganisation and Project Spark and start the Adjustments to Perimeter (the “Incorporation
Date”). Olive must issue the Closing Notification at least 10 business days prior to the Incorporation Date. 

  
 27/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 At the same time as sending the Closing Notification, Olive will notify Cobega and Solinbar of the fulfilment
of the HoldCo Condition and Spark Conditions, and will ask them to execute Vífilfell Sale and Purchase agreement, in accordance with Clause 4.1.2(iii), on the Incorporation Date or as soon as possible after that date. 

Notwithstanding the above, if the HoldCo Condition is fulfilled on 6 August 2016 but not the Spark Conditions, Olive will send a Closing Notification
that will only foresee the steps set out in Clauses 2.3 and 2.4, in connection with the Iberian Reorganisation. 
  

	7.	ADHESION TO THE FRAMEWORK AGREEMENT 

  

	7.1	Communication to Olive’s shareholders 

 The Parties agree that Olive will communicate the execution
of this Framework Agreement to the non-signatory Olive shareholders immediately after the Signature Date of Project Spark, once Project Spark is in the public domain, by sending a communication to each one of them to the addresses in Olive’s
files. 
 The communication will include (i) a description of the Iberian Reorganisation and Project Spark, (ii) an explanation of the main terms
of the Framework Agreement, indication of the Accepting Shareholders that they have subscribed it and the share capital in Olive that they represent, (iii) a summary of the main differences between the Olive Shareholders’ Agreement and the
HoldCo Shareholders’ Agreement, (iv) an explanation of the mechanism and adhesion term, (v) an explanation of the extraordinary liquidity mechanism set out in Clause 8 and on the terms to enforce it, (vi) a call for a
meeting, which will be held on -or around- 15 September 2015 in the corporate domicile of Olive, to discuss the Iberian Reorganisation and Project Spark, and (vii) a call for the General Shareholders’ Meeting of Olive referred to in
Clause 9, in order for the meeting to be held on 30 September 2015. 
  

	7.2	Adhesion process and term 

 Any Olive Shareholder may unconditionally adhere to each and every one of the
terms of this Framework Agreement, as an Accepting Shareholder, provided that it submits a valid adhesion communication that arrives at the address indicated below by 17.00h of 25 September 2015. 

  
 28/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 The adhesion communication, which must be based on the template in Schedule 7, must be signed by the
relevant shareholder, or by a person with sufficient powers to represent the shareholder. The communication must be sent to the following address paseo de la Castellana, 259-C (Torre de Cristal), planta 9, 28046 Madrid, to the attention of the Olive
Shareholders’ Office, with a copy of the signatory’s ID card or passport and, in the case of a representative, the document that proves the empowerment or representation faculty. 

 

	8.	EXTRAORDINARY LIQUIDITY MECHANISM 

 Considering that (i) the term for Olive’s shareholders to
exercise the liquidity mechanism related to financial year 2015 foreseen in the Olive Shareholders’ Agreement ended on 15 July 2015, and (ii) there may be some Olive shareholders who do not consider it appropriate to join the Iberian
Reorganisation and/or Project Spark, the Accepting Shareholders agree to establish an extraordinary liquidity mechanism, similar to that in the Olive Shareholders’ Agreement, which consists of the right of each of the non-signatory shareholders
of the Framework Agreement to sell to Olive the shares they own in Olive, which Olive will purchase and hold as treasury shares. 
 This extraordinary
liquidity mechanism will have the following characteristics: 
  

	(i)	Olive share value 

 The market value of Olive shares for the purposes of the
extraordinary liquidity mechanism will be the same value used for the liquidity mechanism set out in the Olive Shareholders’ Agreement the enforcement of which ended on 15 July 2015, i.e., EUR 3.538 per share, in accordance with
the assessment by Barclays and N M Rothschild & Sons Limited in accordance with the criteria in the Olive Shareholders’ Agreement. 

Hence, the Olive shareholders that apply the extraordinary liquidity mechanism in the terms set out herein will receive EUR 3.538 for each
Olive share sold. 

  
 29/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	(ii)	Maximum percentage of shares to acquire  

 The percentage of Olive shares which will be
acquired under the extraordinary liquidity mechanism will be equal to: the percentage of Olive shares owned by Olive shareholders who, as at 25 September 2015, are not Accepting Shareholders. 

 

	(iii)	Shareholders’ decision to sell 

 No later than 10 October 2015, Olive
shareholders who wish to sell their shares must communicate to the Board of Directors, by informing its Chairperson or Secretary, by reliable means, of their decision to sell to Olive (or to which indicated by Olive) all or part of their shares for
the market value established in section (i). This communication will represent an irrevocable offer of sale for all purposes. 
  

	(iv)	Purchase of Olive shares by Accepting Shareholders 

 No later than 15 October 2015,
Olive will offer to the Accepting Shareholders the possibility of purchasing all the shares offered to Olive in accordance with the section (iii) above. 

The Accepting Shareholders will have the right, but not the obligation, to acquire shares in proportion to their respective shareholding in
Olive. The shares offered to the Accepting Shareholders who do not wish to exercise this right will increase proportionately for the Accepting Shareholders that do exercise their right. The sale price of the shares will be the market value
established in section (i). 
 No later than 26 October 2015, Olive shareholders who wish to sell their shares must communicate to the
Board of Directors, by informing its Chairperson or Secretary, by reliable means, of their decision to acquire Olive shares for the market value established in section (i). This communication will represent an irrevocable offer of purchase for all
purposes. 
  

	(v)	Formalisation of Olive’s acquisition of shares 

 Acquisition of Olive
shareholders’ shares that have benefitted from the extraordinary liquidity mechanism will take place no later than 4 November 2015. The Board of Directors will set the exact date for the acquisition and will inform the Olive shareholders
who are selling their shares and the Accepting Shareholders of the date five calendar days before the effective date of the acquisition. 

  
 30/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Olive shares offered to Accepting Shareholders within the extraordinary liquidity mechanism
will be acquired by Olive. 
  

	(vi)	Cancellation of treasury shares  

 Olive shares acquired by Olive through this
extraordinary liquidity mechanism, if applicable, will be cancelled. 
 The Accepting Shareholders undertake not to apply the extraordinary liquidity
mechanism foreseen in Clause 8, which can only be used by the Olive shareholders who are not Accepting Shareholders. 
  

	9.	OLIVE GENERAL SHAREHOLDERS’ MEETING 

 The Accepting Shareholders undertake to request that a Olive
General Shareholders’ Meeting be called for 30 September 2015, during which they undertake to vote in favour of the decisions below: 
  

	(i)	Approve Olive’s involvement in both the Iberian Reorganisation and Project Spark, as well as the management and performance of Olive’s Board of Directors in relation to both transactions, and ratify the
resolutions and acts carried out by the Board of Directors. 

  

	(ii)	Only if, at the time of the General Shareholders’ Meeting, the Accepting Shareholders do not represent 100% of the share capital of Olive, Olive’s acquisition of its own shares, in line with article 146 of
Royal Legislative Decree 1/2010 of 2 July, which approves the consolidated text of the Companies Law, pursuant to Clause 8. 

  

	(iii)	Only if, at the time of the General Shareholders’ Meeting, the Accepting Shareholders do not represent 100% of the share capital of Olive, article 8.3(ii) of the articles of association of Olive will need to be
amended, so that it reads as follows: 

 “In the case of shareholders who are natural persons, in favour of the
spouse, direct predecessor or descendant without limitation or collaterally to the fifth degree of kinship, or in favour of companies (a) in which the transferring shareholder or the natural persons referred above control the entire share
capital and the voting rights, or (b) which are wholly owned by shareholders of the Company; and”. 

  
 31/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 In addition, in accordance with clause 16.8 of Olive Shareholders Agreement, the Accepting
Shareholders agree to amend hereby clause 13.3(b) of the Olive Shareholders’ Agreement, so that as of today it reads as mentioned above. 
  

	10.	INTEGRATION 

 Subject to the terms and conditions of this Framework Agreement, pursuant to article 1258
of the Spanish Civil Code, the Parties undertake to make their best efforts to carry out all the actions that are necessary or appropriate to perform the Iberian Reorganisation, the Adjustments to Perimeter, Project Spark and the rest of the actions
foreseen in this Framework Agreement. In addition, the Accepting Shareholders agree that Olive and HoldCo will sign any documents, certificates, agreements or statements necessary or appropriate to implement the Iberian Reorganisation, the
Adjustments to Perimeter, Project Spark and the rest of the actions foreseen in this Framework Agreement. 
  

	11.	STIPULATION IN FAVOUR OF THIRD PARTIES 

 The Parties agree that their respective undertakings in the
first and second paragraph of Clause 2 as well as Clauses 2.2, 2.3, 2.4, 2.5, 3, 5.2, 5.3, 6, 7.1, 8, 9, 10 and 12.4 (without prejudice of the exceptions mentioned hereinafter) are stipulations in favour of Red, White and Orange, in
accordance with the second paragraph of article 1.257 of the Spanish Civil Code. 
 Red, White and Orange may communicate their acceptance to the referred
stipulations to the parties in the form that they deem appropriate, and among others by means of a letter addressed to the Board of Directors of Olive, to the attention of its Chairperson. Cobega and each one of the Accepting Shareholders hereby
grant irrevocable powers to Olive to accept the receipt, on behalf of each one of them, of Red, White and Orange acceptance if they send it to Olive Board of Directors to the attention of the Chairperson. 

The stipulations in favour of Red, White and Orange can only be revoked in respect of any of the beneficiaries in the event the following two circumstances
occur simultaneously: (i) that the revocation happens prior to the acceptance; and (ii) that the revocation is taken by a joint 

  
 32/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 
decision of the Accepting Shareholders representing at least 80% of Olive share capital. All revocations, either individual or collective, not complying with both requirements will be
ineffective. Upon acceptance of the stipulations in favour of Red, White and Orange by any of the beneficiaries, these will become irrevocable in respect of such beneficiary and its enforcement will be directly enforceable by this beneficiary
vis-à-vis the responsible Parties. 
 Notwithstanding the aforementioned, Clauses included in the above paragraph will not be stipulations in favour
of Red, White and Orange if they relate to the following issues: 
  

	(i)	the content of Olive articles of association (in matters other than the transfer of shares); 

  

	(ii)	the content of HoldCo’s articles of association; 

  

	(iii)	the content of HoldCo’s Shareholders’ Agreement; and 

  

	(iv)	the composition of Olive and HoldCo’s managing bodies and the duration of the positions. 

 Likewise, the
Parties may agree to modify the dates included in the Estimated Calendar in Schedule 6 and, in general, in this Framework Agreement, to the extent that those changes do not negatively affect Red, White and Orange with regard to the obligations under
Clause 11. 
 Any claims filed by Red, White or Orange, under this Clause 11 shall be subject to law and jurisdiction set out in Clause
13 below. 
 The parties acknowledge that the acceptance by Red, White and Orange of the stipulation in its favour contained in this Framework Agreement
does not create any obligation, debt or liability by Red, White and Orange. 
  

	12.	GENERAL 

  

	12.1	Confidentiality 

 The terms and conditions of this Framework Agreement and any other information
delivered by one of the Parties to any other Party in connection with this Framework Agreement, the Iberian Reorganisation, Adjustments to Perimeter or Project Spark (the “Confidential Information”) must be treated as confidential
information and kept confidential by the Party that receives it. The Parties agree that the information received before today’s date will be considered Confidential Information, and consequently, must be kept strictly confidential by the Party
that has received it. 

  
 33/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Each Party agrees that it will only disclose the Confidential Information received to its directors,
employees, agents, professional advisors and professional auditors where such disclosure is necessary for the closing, execution and compliance of this Framework Agreement or it is required for auditing purposes, accounting purposes or the internal
control systems of each of the Parties. 
 This notwithstanding, each Party may disclose Confidential Information when and where: (i) the disclosure is
required by the applicable law, by an administrative judicial resolution, any stock exchange regulation or rules or any other regulatory authority that the Party is subject to; (ii) the disclosure is necessary to perform any act, fulfil any
obligation or exercise any rights in this Framework Agreement or (iii) the Confidential Information disclosed enters the public domain without it being the fault of the Party that discloses the information. 

The Parties agree that restrictions in this Clause 12.1 do not exceed what is considered reasonable and necessary for the purposes of protecting their
respective investments. However, if any of these restrictions are considered null but would be valid if they were eliminated in part or their scope reduced, such restriction will be made applicable by eliminating or implementing the restrictions
necessary for it to be valid and binding. 
 Furthermore, in connection with the Signatory Accepting Shareholders of this Framework Agreement, as well as
Olive and Cobega, the terms and conditions of this Framework Agreement, and any other information delivered by one of the Parties to any other Party in connection with this Framework Agreement or with Project Spark are protected by the terms of the
non-disclosure agreement (Non-Disclosure Agreement) signed by each of them within the context of Project Spark. 
  

	12.2	Taxes and expenses 

 Each of the Parties will bear the taxes derived from the transactions envisaged in
this Framework Agreement in accordance with the applicable law and will pay its respective costs in connection with lawyers, accountants and other charges, expenses and disbursements. 

  
 34/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 The costs and expenses corresponding to the preparation and negotiation of this Framework Agreement, as well
as those corresponding to the implementation of the Iberian Reorganisation and the preparation, negotiation and implementation of Project Spark, will be assumed by Olive; if Project Spark is completed, these expenses will be charged to Orange. 

 

	12.3	Assignment 

 Except for the assignment referred to in Clause 2.2 above, which the Parties hereby
authorise, this Framework Agreement and the rights and obligations herein may not be assigned, delegated, or transferred in any other way by any of the Parties without the prior written consent of the other Parties. Any attempted assignment in
breach of this Clause 12.3 will be null. 
  

	12.4	Amendments 

 This Framework Agreement may not be amended, altered or supplemented other than by a written
document duly signed by all the Parties. 
 The stipulations of this Framework Agreement in favour of Red, White and Orange in accordance with Clause
11 may not be amended without their express and written consent, except for amendments related to (i) the content of Olive articles of association (except in relation with the transfer of shares), (ii) the content of HoldCo’s
articles of association, (iii) the content of HoldCo’s Shareholders’ Agreement, (iv) the composition of Olive and HoldCo’s managing bodies and the duration of the positions, and (v) the dates included in this Framework
Agreement to the extent that such amendments do not negatively affect Red, White and Orange with regard to the obligations under Clause 11. 
  

	12.5	Waivers 

 Any waiver of a provision of this Framework Agreement, and any consent or approval required to
forego the fulfilment of an obligation in this Framework Agreement will be considered to have been carried out unless the waiver, consent or approval is in writing and signed by the Party that benefits from the provision or obligation that is waived
or foregone. The waiver, consent or approval will be effective for the specific case and only for the purposes for which it is granted. Under no circumstances will the breach or delay of any of Parties to comply with a condition, provision or part
of this Framework Agreement be interpreted as (i) a waiver of the condition, provision or part of the same or (ii) a loss of the right to require its fulfilment in the future. 

  
 35/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	12.6	Notifications 

 Every notification, requirement, and any other type of communication that is or may be
effected in connection with this Framework Agreement will be in writing or in electronic format. When the notification is addressed to a Party, to the corresponding address in Schedule 12.6 (or any other address that the Party assigned in
writing by giving 10 days’ notice to the other Parties pursuant to Clause 12.6) and makes express reference through notarial means to this Framework Agreement, the delivery date of the notification will be considered to be
(i) the delivery date, when it is delivered in-person, or by registered post or by means of a courier service that allows for the date and content of the notification to be proved and (ii) the date on which it was sent, when it is
delivered by fax or any other electronic means during usual business hours of the place of receipt. However, any type of notification made by fax or by any other electronic means will only be effective if that notification is also delivered
in-person or given to a courier company that allows for the date and content of the notification to be recorded within three business days since it was sent by fax or any other electronic means. 

 

	12.7	Partial invalidity or supervening illegality 

 If any stipulation of this Framework Agreement is or
becomes null, illegal or ineffective, the validity, legality and enforcement of the rest of the stipulations will under no circumstances be affected or undermined. In this case, the Parties will negotiate the new terms of the null, illegal or
ineffective stipulation in good faith provided their effects are as similar as possible to the null, illegal or ineffective stipulations. 
  

	12.8	Copies of this Framework Agreement 

 This Framework Agreement is granted by the Parties in three separate
copies. The signing of the signature page of this Agreement and its sending by fax or by any other electronic means will be as effective as signing this Framework Agreement by hand. 

  
 36/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	13.	GOVERNING LAW AND JURISDICTION 

  

	13.1	Governing law 

 This Framework Agreement will be governed by Spanish law. 

 

	13.2	Jurisdiction 

 The Parties agree to submit any dispute or claim arising from or in connection with this
Framework Agreement, including any disputes as to its existence, validity, termination, invalidity or enforcement to the courts and tribunals of the city of Madrid (Spain) and therefore expressly waive their rights to any other jurisdiction. 

[Signature page] 

  
 37/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	COCA COLA IBERIAN PARTNERS, S.A.	 		 	
			
	 /s/ Ms. Sol Daurella Comadrán
	 		 	
	Ms. Sol Daurella Comadrán	 		 	
			
	COBEGA, S.A.	 		 	
			
	 /s/ Ms. Sol Daurella Comadrán
	 		 	 /s/ Mr. Mario Rotllant Solá

	 Indau, S.à r.l. represented by

Ms. Sol Daurella Comadrán
	 		 	 Provisiones y Tenencias, S.L. represented by

Mr. Mario Rotllant Solá



  
 38/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE I 

ACCEPTING SHAREHOLDERS 
  

					
	COBEGA INVEST, S.L.	 		 	Mr. MANUEL ÁLVAREZ DE ESTRADA Y CREUS
			
	  
	 		 	  

	Ms Sol Daurella Comadrán	 		 	Mr. Manuel Álvarez de Estrada y Creus
			
	PALVESA, S.L.	 		 	COLABOTS, S.L.
			
	  
	 		 	  

	Mr. Manuel Álvarez de Estrada y Creus	 		 	Mr. Manuel Álvarez de Estrada y Creus
			
	ALESTRA CAPITAL, S.L.	 		 	Mr. BELTRAN ÁLVAREZ DE ESTRADA Y CREUS
			
	  
	 		 	  

	Mr. Manuel Álvarez de Estrada y Creus	 		 	Mr. Manuel Álvarez de Estrada y Creus
			
	Ms. PALOMA ÁLVAREZ DE ESTRADA Y JÁUREGUI	 		 	EMPRESAS COMERCIALES E INDUSTRIALES VALENCIA, S.L.
			
	  
	 		 	  

	Mr. Manuel Álvarez de Estrada y Creus	 		 	Mr. Juan Luis Gómez-Trénor Fos


  
 39/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	CULTIVOS VALENCIA, S.L.	 		 	INVERSIONES CASPATRÓ, S.L.
			
	  
	 		 	  

	Mr. Javier Gómez-Trénor Vergés	 		 	Mr. Javier Gómez-Trénor Vergés
			
	NALPA, S.L.	 		 	Mr. JAVIER GOMEZ-TRÉNOR VERGÉS
			
	  
	 		 	  

	D. Álvaro Gómez-Trénor Aguilar	 		 	Mr. Javier Gómez-Trénor Vergés
			
	Ms. BEATRIZ GÓMEZ-TRÉNOR LARIOS	 		 	Mr. GONZALO GÓMEZ-TRÉNOR LARIOS
			
	  
	 		 	  

	Mr. Javier Gómez-Trénor Vergés	 		 	Mr. Javier Gómez-Trénor Vergés
			
	Mr. SANTIAGO GÓMEZ-TRÉNOR LARIOS	 		 	Mr. ÁLVARO GÓMEZ-TRÉNOR AGUILAR
			
	  
	 		 	  

	Mr. Javier Gómez-Trénor Vergés	 		 	Mr. Álvaro Gómez Trénor Aguilar
			
	Mr. JUAN LUIS GÓMEZ-TRÉNOR FOS	 		 	USÓ FERRERA VALORES, S.L.
			
	  
	 		 	  

	Mr. Juan Luis Gómez-Trénor Fos	 		 	Mr. Manuel Ferrís Usó


  
 40/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	Mr. MANUEL FERRÍS USÓ	 		 	Ms. MARÍA DEL CARMEN FERRÍS USÓ
			
	  
	 		 	  

	Mr. Manuel Ferrís Usó	 		 	Mr. Manuel Ferrís Usó
			
	UMADA FAFEG, S.L.	 		 	Mr. JOSÉ IGNACIO COMENGE SÁNCHEZ-REAL
			
	  
	 		 	  

	Mr. José Ignacio Comenge Sánchez-Real	 		 	Mr. José Ignacio Comenge Sánchez-Real
			
	MENDIBEA 2002, S.L.	 		 	BELLICH, S.L.
			
	  
	 		 	  

	Mr. José Ignacio Comenge Sánchez-Real	 		 	Mr. Jaime Castellanos Borrego
			
	PAOSAR, S.L.	 		 	FIMORA INVERSIONES, S.L.
			
	  
	 		 	  

	Mr. Jaime Castellanos Borrego	 		 	Mr. Carlos Masaveu Mora-Figueroa


  
 41/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE V 

EXCLUDED ASSETS 
  

													
	 Asset
	  	 Description
	  	 Subsidiary owner and
tax
identification
number
	  	Book Value
(€m)	 	  	Market Value
(€m)	 
	Estarreja; business office	  	 Estate in R. da Carrasqueira Lugar, n.o 4; Beduido, Estarreja (Portugal)
	  	 Refrige, S.A.

(PT510873014)
	  	 	1.3	  	  	 	1.3	  
	Ferrol; business office	  	 Rural estate in ctra. de Cedeira km.1; Narón, Ferrol, A Coruña (España). Registered with the Land Registry of
Narón under number 16,836 bis
	  	 Begano, S.A.U.

(A15009665)
	  	 	1.0	  	  	 	0.5	  
	Loulé; business office	  	 Estate in Franqueada-Campina de Baixo; Loulé (Portugal)
	  	 Refrige, S.A.

(PT510873014)
	  	 	1.6	  	  	 	1.6	  
	Lugo; business office	  	 Urban Estate in plaza de San Xoan, 3, ground floor, Lugo (España). Registered with Land Registry no. 1 of Lugo under number
115,906
	  	 Begano, S.A.U.

(A15009665)
	  	 	0.6	  	  	 	0.3	  
	Orense; business office	  	 Urban Estates in Rio Camba, 6, subground floor, torre Barreiro, Orense (España). Registered with the Land Registry of Ourense n.
2, under numbers 31,960 and 31,961
	  	 Begano, S.A.U.

(A15009665)
	  	 	0.7	  	  	 	0.2	  
	Pontevedra; business office	  	 Estate in Luis Otero, 9, low floor, Pontevedra (España). Registered with the Land Registry of Pontevedra n. 1, núm. under
number 58,018
	  	 Begano, S.A.U.

(A15009665)
	  	 	1.0	  	  	 	0.6	  
	Santiago; business office	  	 Rural estate in Boiscaia s/n, San Miguel dos Agros, Santiago de Compostela, A Coruña (España). Registered with the Land
Registry of Santiago n.1, under number 38,012
	  	 Begano, S.A.U.

(A15009665)
	  	 	2.6	  	  	 	0.8	  
	Las Mercedes; business office	  	 Urban estate in calle Campezo, 10, polígono industrial Las Mercedes, Madrid (España). Registered with the Land Registry
of Madrid n. 11, under number 7,798
	  	 Casbega, S.L.

(A86589843)
	  	 	10.9	  	  	 	13.3	  


  
 42/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


													
	 Asset
	  	 Description
	  	 Subsidiary owner and
tax
identification
number
	  	Book Value
(€m)	 	  	Market Value
(€m)	 
	Colloto; production plant	  	 Urban estate in Colloto Granda, Siero, Asturias (España). Registered with the Land Registry of Pola de Siero, under number
98,907
	  	 Asturbega, S.A.U.

(A33006057)
	  	 	4.1	  	  	 	5.1	  
	Fuenlabrada; production plant	  	 Estate in calle Sauce, 20, polígono industrial El Niño del Remedio, Fuenlabrada, Madrid (España). Registered with
the Land Registry. n. 2, under number 37,506
	  	 Casbega, S.L.

(A86589843)
	  	 	33.2	  	  	 	23.0	  
	Palma de Mallorca; production plant	  	 Urban estate in calle Vell de Lluchmajor 112, Palma de Mallorca (España). Registered with the Land Registry n.1 of Palma de
Mallorca, under number 95,684
	  	 Cobega Embotellador, S.L.U.

(B65879652)
	  	 	10.1	  	  	 	9.3	  
	Cospeito; production plant (water)	  	 Estate in ctra. Pino, Km 1 y 2, C, Cospeito, Lugo (España). Registered with the Land Registry of Vilalba, under number.
8670
	  	 Aguas de Cospeito, S.L.U.

(B32251795)
	  	 	13.5	  	  	 	7.2	  
	Frutos y Zumos, S.A.U.; concentrated juices business	  	 Spanish company, domiciled at Albal, Valencia, nuevo acceso Alicante a Valencia, km 256.100 with VAT number A-46.021.069, which its
main purpose is handling, conserving, industrialising and commercializing citrus products. Registered with the Commercial Registry of Valencia, at volume 3,600, sheet 172, page V-12,582
	  	 Iparbal 99, S.L.

(B95060414)
	  	 	4.6	  	  	 	8.6	  
	Nosoplas, S.L.U.; packaging business	  	 Spanish company, domiciled at Bergondo (A Coruña), polígono industrial Bergondo, calle Parroquia de Rois, parcela B-38
with VAT number B-15.533.128, which main object is producing and commercializing packages and preform packages. Registered with the Commercial Registry of A Coruña, at volume 1,730, sheet 57, page C-15.294
	  	 Iparbal 99, S.L.

(B95060414)
	  	 	12.8	  	  	 	27.5	  
	Castuera; dwelling	  	 Urban estate in calle Santa Ana, n.o15, Catuera, Badajoz (España). Registered with the Land Registry of Castuera, under
number 10.602
	  	Rendelsur, S.A.U. (A41809559)	  	 	0.1	  	  	 	0.1	  
	Lepe; business office	  	 Estate in calle Encarnación, 15, 13585 Lepe, Huelva (España). Registered with the Land Registry of Lepe, under number
13.585
	  	 Rendelsur, S.A.U.

(A41809559)
	  	 	0.1	  	  	 	0.2	  


  
 43/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 2.2 

REQUEST TO APPOINT AN INDEPENDENT EXPERT 

TO THE COMMERCIAL REGISTRAR OF MADRID IT MAY CONCERN 

Ms. Sol Daurella i Comadrán, of legal age, married, of Spanish nationality, with professional domicile at Paseo de la Castellana, 259-C (Torre de Cristal), Planta 9, 28046, Madrid and holding Spanish national identification number (DNI) 38.796.879-L in the name and on behalf of Cobega Invest, S.L. in her capacity as joint and several
director), with registered office in Esplugues de Llobregat (Barcelona), av. dels Països Catalans 32, registered with the Commercial Registry of Barcelona under volume 43,390, page 106 and sheet B-427.995, and holding Spanish tax identification
number B-65879512 (the “Applicant”), in her capacity as the promoter of the incorporation of the company (sociedad anónima) with registered office in Madrid (the “Company”). 

I appear before you and, 
 STATES

  

	I.	That the Applicant holds shares of Coca Cola Iberian Partners, S.A. representing 53.9% of its share capital. 


[Olive] is a Spanish company with registered office at paseo de la Castellana, 259-C (Torre de Cristal), Planta 9, 28046,
Madrid and with tax identification number A-86.561.412, registered with the Commercial Registry of Madrid under volume 30,349, page 135, sheet M-546.165 (“CCIP”). 

CCIP has a share capital of ONE THOUSAND FIVE HUNDRED AND SEVENTEEN MILLIONS OF EUROS (EUR 1,517,000,000), fully subscribed and disbursed,
divided into 1,517,000,000 nominative ordinary shares with voting rights and of a single class and series, Serie B, numbered consecutively from 1-B to 1,517,000,000-B, both included, with per share face value of EUR 1 (the
“Shares”). 
  

	II.	That the Applicant, together with other CCIP shareholders, among others, have entered into a framework agreement today, 30 July 2015 (the “Framework Agreement”) by virtue of which they
agreed to, among other terms: 

  

	 	(i)	incorporate the Company as a limited liability company (sociedad anónima) with registered office in Madrid; and 

  

	 	(ii)	contribute to the Company by means of its incorporation, (the “Incorporation”), all the CCIP shares they hold, subscribing shares of the Company with a one-to-one exchange ratio, i.e. one share of the
Company in exchange for each share of CCIP contributed. 


  
 44/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Pursuant to the Framework Agreement, the above arrangements are subject to the condition
precedent that the CCIP shareholders forming part of the Framework Agreement represent at least a 80 % of the share capital of CCIP. 

The signatories of the Framework Agreement jointly hold shares representing more than 92% of the share capital of CCIP. For confidentiality
reasons, the CCIP shareholders who have not signed the Framework Agreement will be informed of such agreement on [or around 7] August 2015, and will be invited to adhere to it, having a term to adhere which will expire on
25 September 2015. 
 Both the Applicant and the remaining CCIP shareholders who have signed the Framework Agreement expect that all the
CCIP shareholders will execute the Framework Agreement. However, it is possible that CCIP shareholders decided not to execute the Framework Agreement and not to contribute its/his/her CCIP shares to the Company. 

Therefore, in compliance with the aforementioned condition precedent, the CCIP shares that will be contributed to the Company (in the
Incorporation) will represent between 80 to 100% of CCIP’s share capital. 
  

	III.	In return for every CCIP share contributed to the Company by means of the Incorporation, a new share will be issued with a per share face value of EUR one. This exchange rate will be maintained regardless of the
number of CCIP shares effectively contributed to the Company. The shares issues by the Company will be fully subscribed and disbursed by means of the contribution of the corresponding CCIP shares. 


 

	IV.	The Applicant, in its capacity as the promoter of the incorporation of the Company, wishes to request that the Commercial Registry of Madrid appoint an independent expert to issue a report regarding the Shares
pursuant to article 67 of the Companies Act and articles 133 and 338 of the Commercial Registry Regulation, indicating that the valuation of the shares corresponds to the face value (and the premium, if applicable) of the Company shares to be issued
in exchange for the Incorporation. 

  

	V.	That, within the preceding three months, no valuation of the described Shares has been issued by an independent expert appointed by the Commercial Registry. 


In light of the above, 
 REQUESTS

  

	I.-	That, considering this request submitted, that it be admitted and, conducting the prior required proceedings, an independent expert be appointed to issue a report regarding the Shares that will be the
consideration of the Incorporation of the Company, that will be drafted pursuant to article 67 of the Companies Act and articles 133 and 338 of the Commercial Registry Regulation, indicating that the valuation of the shares corresponds to the number
and face value of the shares of the Company to be issued as consideration for the Incorporation. 


  
 45/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	II.-	That for the purposes of notification, any notices in connection with the above be served to the following addresses: 


Cobega Invest, S.L. 
 Paseo
de la Castellana, 259-C (Torre de Cristal), Planta 9, 28046, Madrid 
 Att.: Patricia Carretero
Sáez 
 Tel.: +34 91334 8511 

Fax: 913075807 
 Madrid, 30 July 2015 

Cobega Invest, S.L. 
  

	
	  

	Ms. Sol Daurella i Comadrán


  
 46/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 2.3.2 (III) 

REPRESENTATIONS AND WARRANTIES 
  

	1	Existence and capacity 

  

	1.1	Each Accepting Shareholder individually warrants that (a) he/she/it has all requisite power and authority to execute and deliver the incorporation deed of HoldCo to which he/she/it is a party and to perform its
obligations thereunder and to effect and consummate the transactions contemplated thereby. 

  

	1.2	Each Accepting Shareholder individually warrants that (a) he/she/it has not been declared insolvent or bankrupt and no action or request is pending to declare him/her/it insolvent or bankrupt, (b) he/she/it
has not filed for insolvency or bankruptcy and (c) is not insolvent, bankrupt, unable to pay his/her/its debts when and as they fall due or in the process of dissolution, liquidation, compulsory administration, recovery or suspension of
payments. 

  

	2	No conflict 

 Each Accepting Shareholder individually warrants that the execution and delivery by such
Accepting Shareholder of the incorporation deed of HoldCo and the performance by such Accepting Shareholder of his/her/its obligations thereunder will not conflict with or violate its articles of association, in case the Accepting Shareholder is a
legal entity, or any law applicable to him/her/it. 
  

	3	Ownership of the shares 

  

	3.1	Each Accepting Shareholder individually warrants that he/she/it owns the Olive’s shares attributed to him/her/it in the incorporation deed of HoldCo, legally and beneficially, free and clear of all liens,
encumbrances or third-party rights. 

  

	3.2	Each Accepting Shareholder individually warrants that there are no agreements or arrangements in force which provide for the present or future issue, transfer, redemption or repayment of, or grant to any person the
right (whether conditional or otherwise) to require the issue, transfer, redemption or repayment of the Olive’s shares attributed to the Accepting Shareholder. 


  
 47/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 2.3.2(V) 

HOLDO ARTICLES OF ASSOCIATION 

[In separate document] 

  
 48/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 2.4(II) 

OLIVE ARTICLES OF ASSOCIATION 

[In a separate document] 

  
 49/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 2.4(IV) 

HOLDCO SHAREHOLDERS’ AGREEMENT 

[In a separate document] 

  
 50/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 4.2.1 

TEMPLATE OF THE CLAUSE TO INCLUDE IN THE PUBLIC DEED OF 

INCORPORATION OR OF CAPITAL INCREASE OF SPV ASSETS 
  

	1.	[Olive Carve Out] will be contributed by the [Contributing Entities] as “it is”, without transferring, together with it, any other assets or rights not included in the above description, “as they are
and wherever they are” at the time of the contribution. [SPV Assets] represents it knows and accepts the state of use and maintenance of Olive Carve Out. 


 

	2.	[Olive Carve Out] will be contributed together with all liens, encumbrances, easements and third party rights, ground rents (censos), and urbanistic conditions (afecciones urbanísticas), whether
known or unknown, that hereby are expressly accepted by [SPV Assets]. 

  

	3.	[SPV Assets] unconditionally assumes as of the date of the contribution all current or future debts and liabilities, whether known or unknown, in connection with the [Olive Carve Out] that the [Contributing Entities],
as well as other companies in the group, directors, representatives or employees may have. [SPV Assets] undertakes to carry out all necessary actions to obtain the consent corresponding to the creditor to execute an amendment (novación
subjetiva) by which it replaces the debtor releasing the Contributing Entities of such debts and liabilities. When this is not possible, the assumption of debt hereby agreed, will be implemented as cumulative and non-exhaustive, and in such
case, SPV Assets undertakes to pay such debts and liabilities directly to the third parties that might claim them, and in all circumstances, to hold harmless the Contributing Entities, as well as any other company of the group, its shareholders,
directors, representatives and employees, of any risks or damages arising from a third party claim regarding debts and liabilities hereby assumed by [SPV Assets]. 


 

	4.	 [SPV Assets] acknowledges and accepts that the [Contributing Entities] are not making, nor it can be understood that they have made, any
representation or warranties regarding [Olive Carve Out]. The conventional liability regime is not applicable in connection with this contribution. [SPV Assets] fully releases the 



  
 51/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


	 	
[Contributing Entities] of the legal liability regimen provided in articles 64 to 66 of the Spanish Companies Act (Ley de Sociedades de Capital), as well as any other regulation that may
be applicable. 

  

	5.	[SPV Assets] releases the [Contributing Entities] of all liabilities provided in articles 73 to 75 of the Spanish Companies Act (Ley de Sociedades de Capital), and undertakes to hold the [Contributing Entities]
harmless of any risks and damages that these may suffer as a result of the exercise of any third party claim set out in the referred articles. 


  
 52/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 5.1.1 

VALUATION 
 Description of the bottling
businesses of Olive, Black and White that will be contributed to Orange 
 Olive 

Olive is Red’s independent bottler for Spain, Portugal and Andorra. 

The company manufactures and markets Red’s non-alcoholic ready-to-drink products such as carbonated soft drinks (including Coca-Cola and Fanta),
non-carbonated soft drinks (including Nestea and Powerade), juices (Minute Maid), and water (aquaBona and Toscal). Olive has 19 brands and 84 products in its portfolio and serves over 100m consumers and 400k clients. 

The company was formed in 2013 as a result of the integration of eight existing regional bottling companies in the Iberian Peninsula. This integration has
allowed the company to position itself as the top food and beverage company in the Iberian region and to extract significant synergies from undertaking a full integration of the eight businesses. 

Olive has c.4,700 employees and is headquartered in Barcelona, Spain. 

Black 
 Black is Red’s wholly owned bottling
subsidiary in Germany, which manufactures and markets Red brand products in Germany. 
 The company bottles mainly carbonated soft drinks (including
Coca-Cola, Coke Zero, Coca-Cola Light, Sprite, Fanta), but also juices, ready-to-drink tea, and water (ViO). 
 Black is the largest German beverages
company, which resulted from several waves of consolidation of a number of regional and largely family owned bottling franchises, which started in the middle of the 1900s and was completed in January 2014 with the final buyout by Red of the
remaining minorities. 
 Black has c.10,160 employees and is headquartered in Berlin, Germany. 

  
 53/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 White 

White is one of Red’s largest independent bottlers in the world, operating across Belgium, continental France, Great Britain, Luxembourg, Monaco, the
Netherlands, Norway, and Sweden. 
 Along with Red’s flagship product Coca-Cola, the company’s portfolio encompasses a broad range of regular,
low- and no-calorie beverage categories including energy drinks, still and sparkling waters, juices, sports drinks, and ready-to-drink teas. Other innovative brands in portfolio include Capri-Sun, Appletiser, Smartwater and Monster. White serves a
market of approximately 170m customers and has 17 production facilities. 
 Although White has been an independent publicly traded company since 1986, it
became exclusively a European Bottler in October 2010 following a transaction with Red in which Red acquired all of White’s the Northern American operations. As part of the transaction, White retained the European territories and also acquired
bottling rights in Norway and Sweden. The new European bottler was incorporated in Delaware in 2010 and is a publicly traded company listed on the New York Stock Exchange and NYSE Euronext in Paris. 

White has c.11,520 employees and is headquartered in Atlanta, Georgia USA. 

Orange 
 The unified bottler Orange will have
significant scale and reach in the Western European markets, with a total of c.2.5bn of unit cases, c.€12bn of sales, c. €1.9bn of EBITDA and c.€1.5bn of EBIT with 50 manufacturing sites. 

Methods followed to assess the Bottling Businesses and the valuations for each of the bottling businesses in the framework of Project Spark 

Valuation approach to the bottling businesses in the framework of Project Spark 

 
 The principal valuation methodology referenced for the transaction was public market
valuations. It was agreed between the three parties that a public market multiple-based methodology is the most appropriate valuation framework for determining relative contribution values in this case as White’s current trading multiple
represents an obvious point of reference for investors. Other valuation methodologies have been reviewed by 

  
 54/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 
Rothschild for sense-check purposes (such as DCFs, trading peers and precedent transactions) but were never discussed by the three parties during the value negotiations. As part of the deal
it has been agreed that White shareholders will receive a cash distribution on top of its equity stake in the enlarged Orange. The effective premium being paid to White on this basis was benchmarked against premia paid for other cash and stock
transactions to ensure that the premium was of an appropriate quantum taking into account the level of synergy sharing, governance controls and protections that Olive will have in the enlarged company. 

  
 55/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 5.1.2 

ORANGE SHAREHOLDERS’ AGREEMENT TERM SHEET 
  

					
	 	 	 Key Term
	  	 Summary

			
	  
 1.
	 	Parties	  	 Orange
  

Olive HoldCo
  

Red

			
	  
 2.
	 	Governance	  	 •       The board of directors of Orange (the
Board) will generally be responsible for running Orange however day to day business will be the responsibility of the CEO.
  

•       The Board will be composed of up to 17 directors of whom one will be
the CEO, five shall be nominated by Olive HoldCo, two shall be nominated by Red and nine to be appointed as independent non-executive directors (INEDs). The appointment rights of Olive HoldCo and Red reduce as their equity proportions reduce
and each of Olive HoldCo and Red must own at least 5% of the Orange shares (the Shares) in order to have any director appointment rights.
  

•       Olive HoldCo is entitled to appoint the Chairman for so long as it
holds at least 25% of the Shares and has a veto over the identity of the Chairman for so long as it holds at least 15% of Shares. Sol Daurella to serve as the first Chairman.
  

•       Committees of the board, except the audit committee but including a
committee dealing with affiliated transactions, will (unless such director has a conflict) include an Olive HoldCo nominated director for so long as Olive HoldCo owns at least 15% of Shares.

			
	  
 3.
	 	Selling shares in Orange	  	 •       Olive HoldCo may not dispose of any shares in
Orange prior to the second anniversary of the Effective Date (the Second Anniversary) without prior approval from a majority of INEDs.
  

•       After the Second Anniversary:

 
 •    Olive HoldCo may
sell its shares in Orange on a recognised investment exchange provided that:
  

•    it does not sell more than 5% of the Shares within a 12 month period without consent of
the board of Orange; and
  

•    it notifies Orange if it wishes to sell more than 3% of the Shares within a 12 month
period.
  
 •    Olive
HoldCo may sell its Shares privately (other than to a short blacklist of people identified by Red to whom it may not sell Shares) if it has first given (i) Orange the right to buy back the shares in question [NB: subject to tax advice], and (ii) Red
the right to purchase the shares in question, and either they have both not purchased the shares or Olive HoldCo is able to sell the shares for a higher price.



  
 56/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	 	 	 Key Term
	  	 Summary

			
	  
 4.
	 	Purchasing shares in Orange	  	 •       Olive HoldCo and Olive HoldCo shareholders will not
be permitted to acquire certain shares in Orange for a period of three years from the Closing Date without the prior approval of the Board of Orange. Olive HoldCo shall be required to ensure that the Olive HoldCo shareholders (together with their
family members and any companies controlled by them or their family members) comply with these provisions.
  

•       Olive HoldCo and Red may not together own more than 67% of the Shares
without one of them (or jointly) making a recommended public takeover offer.

			
	  
 5.
	 	Veto rights	  	 •       A number of matters require the approval of the
Board together with an Olive HoldCo nominated director (for so long as Olive HoldCo holds 15% or more of the Shares) and a Red nominated director (for so long as Red holds 10% or more of the Shares). These include (but are not limited to) the
following key matters:
  

•    appointment of the CEO or extending his term;

 
 •    approving the
annual or long range business plan;
  

•    entry into certain large transactions or taking of strategic decisions which exceed a
certain value;
  

•    issuing shares which represent over 10% of the issued share capital of Orange, buying
shares back or otherwise diluting the shareholding of Olive HoldCo or Red;
  

•    changing, adding or cancelling a listing venue; and

 
 •    entering into
material contracts.

			
	  
 6.
	 	Related party transactions	  	Any new transactions or amendments to existing transactions between Orange and Olive HoldCo or Red require the approval of the Board. Olive HoldCo/Red nominated directors (as applicable) will not be permitted to vote on the
proposals.
			
	  
 7.
	 	Change of Control and Events of Default	  	 •       If there is a change of control event in relation to
Olive HoldCo (an Olive HoldCo Change of Control) which has not been consented to by Orange and Red, this will amount to an event of default under the SHA and Olive HoldCo shall lose all of its special rights under the SHA other than the right
to appoint directors.
  

•       It will be an Olive HoldCo Change of Control if Olive HoldCo comes
under the Control (broadly defined as owning or being able to vote more than 50% of the shares) of any person other than a member of the Daurella family except in circumstances where those shareholders owning at least 4.7% of the Olive shares at the
Signing Date continue to “Control” Olive HoldCo and there is no individual shareholder which owns a greater number of Olive HoldCo shares than a member of the Daurella family.

			
	  
 8.
	 	Termination	  	 •       The SHA shall terminate:

 
 •    on the date when
either Red or Olive HoldCo makes a recommended public takeover offer for Orange;
  

•    on a winding up of Orange; or

 
 •    on the date when
both Red and Olive HoldCo’s equity proportion falls below 5%,
  

or as otherwise agreed by the parties. In the event that the SHA terminates as a result of the first bullet above, the shareholder who did
not make the offer shall retain all of their rights under the agreement (including in respect of appointment of directors and veto rights).



  
 57/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 5.1.3(I) 

MASTER AGREEMENT TERM SHEET 
  

					
	 	  	 Key Terms
	  	 Summary

			
	1.	  	Deal Structure	  	 •       Olive HoldCo will contribute its shares in Olive to
Orange (the UK incorporated newco) in consideration for 34% of shares in Orange. This percentage can be adjusted upwards or downwards in certain specific scenarios.
  

•       Red will procure the transfer of shares in Black to Orange in
consideration for 18% of shares in Orange. This percentage can be adjusted upwards or downwards in certain specific scenarios.
  

•       White shareholders will merge White with a subsidiary of Orange in
consideration for a cash amount and 48% of shares in Orange. This percentage can be adjusted upwards or downwards in certain specific scenarios.
  

•       Assets to be excluded from Olive’s contribution will be
transferred to a special purpose vehicle of Olive HoldCo prior to completion (and potential losses from the same that could fall to Olive indemnified by Olive HoldCo).
  

•       Orange shares will be listed on the Amsterdam Stock Exchange. Orange
shares may also be listed on other regulated markets (including the Spanish Stock Exchanges, NYSE Euronext London and the New York Stock Exchange).
  

•       Subject to obtaining regulatory approval (among other conditions),
Vifilfell hf. (Iceland) will be transferred to Orange (and/or to a subsidiary of Orange) after completion, but this transfer will be agreed beforehand.

			
	2.	  	Conditions	  	 Main mutual conditions:
  

•       competition approval in place without burdensome conditions

 

•       sufficient cash available to pay White shareholders

 

•       corporate authorisations

 

•       regulatory authorities’ approval to list the Orange shares

 
 Main conditions to be satisfied by each of Red, Olive and White:

 

•       no fundamental warranties are inaccurate, no non-fundamental
warranties are not true and correct so as to result in a materially adverse effect on business or prevent consummation of the agreed transactions and there has been no material breach or failure of the TMA

 

•       consummation of transactions under the Olive Framework Agreement

 

•       no less than between 92.2 to 95% of Olive shares having been
transferred to Olive HoldCo
  

•       Olive HoldCo having adhered to the TMA and executed the Olive
Contribution Agreement



  
 58/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	 	  	 Key Terms
	  	 Summary

			
		  		  	 •       no Olive change of control

 

•       Red, Olive and White receive separate comfort that the US tax
inversion analysis holds, i.e. Orange will not be treated as a US domestic corporation for US tax purposes and should not be treated as a “surrogate foreign corporation”

 
 Conditions may be waived by the party (or parties) in favour of whom they are
made.

			
	3.	  	Commercial Matters	  	 •       Red, Olive, Olive HoldCo and White will use all
reasonable endeavours to help Orange obtain debt financing as needed.
  

•       All parties will use reasonable endeavours to agree before completion
(a) the Orange bottling agreements and (b) the form of the initial business plan and the initial long range business plan.
  

			
	4.	  	Conduct of Business	  	 Between signing the TMA and completion, Red, Olive, Olive HoldCo and White shall:

 

•       continue to operate in the ordinary course

 

•       use reasonable endeavours to preserve material operations and
facilities and goodwill
  

•       materially perform and comply with all agreements including those
relating to bottling
  

•       materially act in compliance with their standalone business plan

 
 Except with the consent of the other parties or within the ordinary course of business,
between signing the TMA and completion, Red, Olive, Olive HoldCo and White will not without consent of each other and other than in the ordinary course of business take certain actions, including entering into new obligations, in respect of
(in summary): capital or corporate structure, constitutional documents, material contracts, distributions, capital expenditure, incurred debt, permitted encumbrances, accounting policies, tax, compliance, insurance, employees or the types, scope or
geographical location of their business (or commit to do any of these things).

			
	5.	  	Financial Metrics	  	 •       Each of Red, White and Olive set a target amount at
signing – for Red’s/Black of Net Cash, for White of Net Debt and for Olive of Cash/Cash Equivalents.
  

•       Each then uses all reasonable endeavours to take no action that would
result in this amount being more or less (as relevant) than the target amount at completion and to maintain an ordinary course level of working capital.
  

•       Olive can distribute to Olive HoldCo the difference between the target
amount and the amount at completion of Olive Cash/Cash Equivalents subject to agreed working capital requirements. Red has a similar right in respect of Black’s Net Cash.

 

			
	6.	  	Warranties	  	 •       Each of Red (in respect of Black), White and Olive /
Olive HoldCo give an expected set of warranties on their businesses (in the case of Olive HoldCo, on the business of Olive).
  

•       Warranties are given subject to disclosures (including matters readily
apparent on the face of documents in the Data Room) and knowledge of certain individuals to be agreed.

			
	7.	  	Termination	  	 The TMA can be terminated:
  

•       by Red, White or Olive HoldCo if a condition becomes impossible to
fulfil and the parties who could waive it confirm that they will not



  
 59/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	 	  	 Key Terms
	  	 Summary

			
		  		  	 •       by Red, White or Olive HoldCo if any of Red, White,
Olive or Olive HoldCo has breached or failed materially to perform under the TMA, the result is a material adverse effect on the relevant business being contributed and there has been no cure despite notice from the others

 

•       by Olive or Red if the White Merger Agreement terminates or Orange is
entitled to terminate the White Merger Agreement



  
 60/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 6 

ESTIMATED CALENDAR 

ANEXO 6 
 CALENDARIO
ESTIMADO 
  

					
	 N..
	  	 Estimated Date
	  	 Step

			
	1.	  	30/07/2015	  	Meeting of Olive’s Board of Directors to approve, among others: (i) Iberian Reorganisation and Project Spark, (ii) transfer of Olive shares, as established for in this Framework Agreement, (iii) proposal and amendment report of
article 8.3 (ii) of Olive’s articles of association and (iv) convening of the General Shareholders’ Meeting of Olive pursuant to Clause 9.
			
	2.	  	30/07/2015	  	Olive shareholders represented in the Board, Cobega and Olive sign this Framework Agreement.
			
	3.	  	6/08/2015	  	Signature of the Master Agreement. Project Spark is made public.
			
	4.	  	7/08/2015	  	Communication sent to Olive shareholders who are not signatories of the Framework Agreement, pursuant to the terms of Clause 7.1, .
			
	5.	  	7/08/2015	  	Filing of a request to appoint an independent expert to the Commercial Registrar of Madrid, pursuant to the model form in Schedule 2.2
			
	6.	  	14/09/2015	  	Olive shareholders’ meeting to discuss the Iberian Reorganisation, Adjustments to Perimeter and Project Spark
			
	7.	  	25/09/2015	  	End of the term in which to adhere to the Framework Agreement pursuant to Clause ¡7
			
	8.	  	30/09/2015	  	Olive General Shareholders’ Meeting approves (as the case may be, among others) the agreements referred to in Clause 9
			
	9.	  	1/10/2015	  	Extraordinary liquidity mechanism begins
			
	10.	  	10/10/2015	  	Extraordinary liquidity mechanism ends
			
	11.	  	15/10/2015	  	End of the term for Accepting Shareholders to indicate their intention to acquire Olive shares offered to Olive within the extraordinary liquidity mechanism.
			
	12.	  	4/10/2015	  	End of the term for Accepting Shareholders and /or Olive to acquire, as the case may be, Olive shares offered to Olive within the extraordinary liquidity mechanism.


  
 61/66 










			
		 	 Executed version, 2015/07/31

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


					
	 N..
	  	 Estimated Date
	  	 Step

			
	13.	  	9/11/2015	  	Granting of the public deed of incorporation of HoldCo
			
	14.	  	9/11/2015	  	HoldCo Universal Shareholders’ Meeting, as provided for in Clause 5.2.1
			
	15.	  	9/11/2015	  	HoldCo, as sole shareholder of Olive (i) accepts the resignation of Olive1 Directors (or approves their removal); (ii) amending Olive’s articles of association and appointing
Olive’s sole director.
			
	16.	  	9/11/2015	  	HoldCo shareholders and HoldCo sign the HoldCo Shareholders’ Agreement. Olive’s Shareholders’ Agreement is terminated.
			
	17.	  	9/11/2015 or as soon as possible afterwards	  	Sale and purchase agreement of Iceland is signed pursuant to the terms and conditions of Clause 4.1
			
	18.	  	9/11/2015 or as soon as possible afterwards	  	HoldCo adheres to the Master Agreement, replacing Olive, and signs the Olive Contribution Agreement.
			
	19.	  	9/11/2015 or as soon as possible afterwards	  	Incorporation of SPV Assets to which Excluded Assets are contributed, and subsequent distribution of the shares as in-kind dividends, according to Clause 4.2

  

	1 	In the case that HoldCo is not the sole shareholder of Olive, the Meeting shall take place within the 40 following days to deliberate on the same agenda. 


  
 62/66 










			
		 	 Draft, 2015/07/26

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 7 

ADHESION LETTER 
 Att. Oficina del
Accionista de Coca Cola Iberian Partners, S.A. 
 Paseo de la Castellana, 259-C (Torre de Cristal), 

Planta 9, 
 28046, Madrid 

Spain 
 [Place], on
[●] [●] 2015 
 Ref.: Adhesion Letter to the framework agreement for the reorganisation of Coca Cola Iberian Partners,
S.A. and the implementation of Project Spark 
 Dear Sirs, 

Mr./Ms. [●], with [Spanish national identification/Passport] number [●] of [nationality] [acting in the name and on behalf of
[●], [nationality] company domiciled at [●] and tax identification number/foreigner identification card number] [●]], owner of shares number [●] [to [●] both inclusive], with regard to
the framework agreement for the reorganisation of Coca Cola Iberian Partners S.A. and the implementation of Project Spark, signed on 30 July 2015 by and between Coca Cola Iberian Partners S.A. shareholders (the “Framework
Agreement”). 
 STATE 
 that I
have received a copy of the Framework Agreement and, hereby and pursuant to the provisions in Clause 7, express my unconditional intention of adhering to the Framework Agreement and becoming a part of such, as Accepting Shareholder, therefore being
bound by the terms and conditions of the Master Agreement. 
 The following addresses should be used for notification purposes: 

To the attn. of: [●] 

[address] 

  
 63/66 










			
		 	 Draft, 2015/07/26

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 Copy of [Spanish identification card number / Passport] of the signatory is enclosed [as well as of
the document certifying the representation faculty by which he acts] 
 [This is never said in English—>]Yours faithfully, 

 

	
	[●]
	
	Bp:
	
	  

	
	Mr./Ms. [●]


  
 64/66 










			
		 	 Draft, 2015/07/26

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  

 SCHEDULE 12.6 

NOTICES 
  

			
	 PARTy
	  	 ADDRESS FOR THE RECEPTION OF

NOTICES

		
	COBEGA INVEST, S.L.	  	 Avenida del Països Catalans 32, Esplugues de Llobregat, Barcelona

 
 To the attention of Ms. Sol Daurella Comadrán.

		
	Mr. MANUEL ÁLVAREZ DE ESTRADA Y CREUS	  	Plaza de las Salesas número 3, 28004 Madrid
		
	PALVESA, S.L.	  	Plaza de las Salesas 3 1 4o Dcha, 28004 Madrid
		
	COLABOTS, S.L.	  	Plaza de las Salesas número 3, 28004 Madrid
		
	ALESTRA CAPITAL, S.L.	  	Calle Lagasca, 88, 28001 Madrid
		
	Mr. BELTRAN ÁLVAREZ DE ESTRADA Y CREUS	  	Calle Lagasca, 88, 28001 Madrid
		
	Ms. PALOMA ÁLVAREZ DE ESTRADA Y JÁUREGUI	  	Plaza de las Salesas 3 1 4o Dcha, 28004 Madrid
		
	EMPRESAS COMERCIALES E INDUSTRIALES VALENCIANAS, S.L.	  	 Calle La Paz, 31, 2o, 4a 46006 Valencia
  

To the attention of Mr. Juan Luis Gómez-Trénor Fos.

		
	CULTIVOS VALENCIA, S.L.	  	 Calle La Paz, 31, 2o, 4a 46006 Valencia
  

To the attention of Mr. Javier Gómez-Trénor Fos.

		
	INVERSIONES CASPATRÓ, S.L.	  	 Calle La Paz, 31, 2o, 4a 46006 Valencia
  

A la atención de D. Javier Gómez-Trénor Vergés.

		
	NALPA, S.L.	  	 Calle Conde de Montornés, 1, 1o, 46003, Valencia
  

Calle La Paz, 31, 2o, 4a 46006 Valencia
  

To the attention of Mr. Álvaro Gómez-Trénor Aguilar.

		
	Mr. JAVIER GÓMEZ-TRÉNOR VERGÉS	  	 Calle La Paz, 31, 2o, 4a 46006 Valencia
  

To the attention of Mr. Javier Gómez-Trénor Vergés.

		
	Ms. BEATRIZ GÓMEZ-TRÉNOR LARIOS	  	Plaza Alfonso el Magnánimo, 14, 5o 9o, 46003 Valencia
		
	Mr. GONZALO GÓMEZ-TRÉNOR LARIOS	  	Plaza Alfonso el Magnánimo, 14, 5o 9o, 46003 Valencia
		
	Mr. SANTIAGO GÓMEZ-TRÉNOR LARIOS	  	Plaza Alfonso el Magnánimo, 14, 5o 9o, 46003 Valencia
		
	Mr. ÁLVARO GÓMEZ-TRÉNOR AGUILAR	  	C/ Conde de Montornés, 1 1o, 46003 Valencia


  
 65/66 










			
		 	 Draft, 2015/07/26

	  
  



[ENGLISH TRANSLATION FOR INFORMATION PURPOSES] 
  


			
	 PARTy
	  	 ADDRESS FOR THE RECEPTION OF

NOTICES

		
	Mr. JUAN LUÍS GÓMEZ-TRÉNOR FOS	  	Calle de la Paz, 31, 2o 4a, 46003 Valencia
		
	USÓ FERRERA VALORES, S.L.	  	Calle Pizarro 1, 5o 46004 Valencia
		
	Mr. MANUEL FERRÍS USÓ	  	Calle Garcia Luna 12 - 2o E 28002 Madrid
		
	Mr. MARIA DEL CARMEN FERRÍS USÓ	  	Gran Vía Marqués del Turia, 79 - piso 8o, puerta 14, 46005 Valencia
		
	UMADA FAFEG, S.L.	  	Calle Almagro, 31, 2o D, 28010 Madrid
		
	Mr. JOSÉ IGNACIO COMENGE SÁNCHEZ-REAL	  	Calle Almagro, 31, 2o D, 28010 Madrid
		
	MENDIBEA 2002, S.L.	  	Calle Almagro 31, 2oD, 28010 Madrid
		
	BELLICH, S.L.	  	Calle Serrano 93 4oE-F, 28006 Madrid
		
	PAOSAR, S.L.	  	Calle Serrano 93, 4oE -F 28006 Madrid
		
	FIMORA INVERSIONES, S.L.	  	Calle José Abascal 44, 2o izq, 28003 Madrid


  
 66/66