Coca Cola Europacific Partners : Notice of 2026 AGM (Notice of 2026 AGM)

Published: 2026-04-16 04:12:13 ET CCEP

Published on 04/16/2026 at 04:12 am EDT

Chairman's letter 1

Part I: Notice of the 2026 Annual General Meeting 4

Part II: Explanatory notes on resolutions 10

Part III: Notes to the Notice of the 2026 Annual General Meeting 29

Part IV: Additional information 33

Part V: Definitions 45

10 April 2026 Dear Shareholder

I am delighted to enclose the Notice of Meeting for CCEP's tenth AGM ("Notice"). The AGM is to be held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on 28 May 2026 at 11:30am BST.

The Notice sets out the resolutions proposed, together with explanatory and guidance notes for Shareholders who wi sh to vote electronically or by post. Proxy appointment forms are also enclosed. If you have requested a printed copy of CCEP's Annual Report and Accounts for the year ended 31 December 2025 ("2025 Annual Report"), it is included in this pack.

If you asked to receive the 2025 Annual Report electronically, please accept this letter as notification that it has now been published on our website: ir.cocacolaep.com/financial-reports-and-results/annual-reports

If Shareholders are unable to attend this year's AGM, we recognise that they will not have the opportunity to ask questions at the Meeting. Therefore, if Shareholders have questions for the Board in relation to the matters to be discussed at the AGM, please submit them by email to [email protected] by 11:30am BST on 26 May 2026 (or, in the event of any adjournment, at least 48 hours before the time of the adjourned meeting).

Please read the enclosed Notice which explains the business to be considered at the Meeting. In addition to the standard items of business I would like to highlight the following items:

On 18 December 2025, we announced that Thomas H. Johnson, Senior Independent Director, will retire from the Board at this year's AGM after ten years of outstanding service to CCEP. The Board thanks Tom for his exceptional knowledge, insight and commitment throughout his tenure. On 4 March 2026, we announced that Guillaume Bacuvier will also step down from the Board at this year's AGM. The Board thanks Guillaume for his valuable contribution.

Subject to their election, Laurence Debroux and Uvashni Raman will be appointed to the Board as Independent Non-executive Directors ("INEDs") with effect from the conclusion of this year's AGM. Laurence brings to the Board extensive expertise in international corporate leadership, M&A and risk management and Uvashni brings financial and operational experience to the Board across both European and global markets.

In line with CCEP's Articles of Association ("Articles") and the Shareholders' Agreement, Laurence Debroux and Uvashni Raman will stand for election and all other current Directors apart from Thomas H. Johnson and Guillaume Bacuvier will stand for re-election at the AGM. The Board considers that each of the Directors standing for election and re-election will or will continue to make a strong contribution to the Board and its Committees through their skills and experience and have sufficient time to commit to CCEP. Further information can be found in their biographies on pages 13 to 21 of this Notice.

On 10 April 2026, we announced that Mary Harris, INED, will be appointed as Senior Independent Director along with a number of changes to the composition of the Board Committees to take effect from the conclusion of this year's AGM. The changes are set out in the biographies on pages 13 to 21 of this Notice.

At the conclusion of this year's AGM, subject to the election and re-election of the Directors (with such election and re-election being recommended by the Board as set out below), your Board will comprise a Chairman, an executive Director, nine INEDs and six non-independent Non-executive Directors.

Under the Companies Act 2006, quoted companies are required to put their directors' remuneration policy to a binding vote by shareholders at least once every three years. The policy that is currently in place was approved by Shareholders at the 2023 AGM. The Remuneration Committee has reviewed the current remuneration policy and recommended changes following consultation with our largest 20 shareholders and proxy advisors who did not raise any major concerns with the proposed policy and indicated general support for the changes. The changes are set out in the proposed Directors' Remuneration Policy on pages 97 to 105 of the 2025 Annual Report and a summary of the proposed changes is also set out in the explanatory notes to Resolution 2 in Part II of this Notice.

The Coca-Cola Europacific Partners plc Long Term Incentive Plan (the "LTIP") was last approved by the Company's Shareholders in 2023 and has a 10-year lifespan. However, in order to align the LTIP with the proposed Directors' Remuneration Policy (see Resolution 2), the Company intends to increase the maximum annual individual limit applying to awards made to the Company's executive directors under the LTIP to 600% of basic salary. This limit relates to the maximum (rather than target) opportunity, and (as was the case previously) does not apply to any LTIP awards granted upon recruitment as compensation for awards granted by their previous employer that are then lost. The Company is not intending to make any other material changes to the operation of the LTIP. The explanatory notes to Resolution 26 are set out in Part II of this Notice.

The Remuneration Committee and the Board believe the proposed Directors' Remuneration Policy (Resolution 2) and amendment to the LTIP (Resolution 26) are appropriate and continue to align executive directors' remuneration with the interests and expectations of Shareholders. We are therefore seeking your approval of the proposed Directors' Remuneration Policy and amendment to the LTIP at the AGM.

As with previous years, CCEP has applied to the Panel for a waiver of Rule 9 of the Takeover Code to permit the buyback authorities proposed under Resolutions 29 and 30 to be exercised without obliging Olive to make a general offer to Shareholders. The Takeover Code is administered by the Panel and applies to CCEP as a UK public company. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers. Accordingly, the Panel was consulted at an early stage regarding the waiver of Rule 9 of the Takeover Code. The Panel has reviewed Resolution 25 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) and has agreed, subject to the approval of the Shareholders other than Olive or any concert party of Olive ("Independent Shareholders"), to waive the requirement for Olive and any person acting in concert with Olive to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by CCEP of up to 44,555,321 of its own ordinary shares of €0.01 each ("Ordinary Shares") pursuant to Resolutions 29 and 30. Under the proposed Resolution 25 we are asking the Independent Shareholders for such approval. An explanation of the reasons for such a request and the background to the obligation arising from Rule 9 of the Takeover Code are set out in the explanatory notes to Resolution 25 and in Part IV of this Notice.

The Board believes that it is in the best interests of Shareholders that CCEP has the flexibility to return cash to Shareholders by buying back shares. The Board believes that the best way to facilitate this is to pass Resolutions 25, 29 and 30.

Your vote is important to us. All Shareholders are strongly encouraged to vote by:

submitting your proxy instruction/vote online;

completing, signing and returning the enclosed form of proxy; or

attending and voting in person at the AGM

in accordance with the instructions set out in Part III of this Notice.

All resolutions will be put to a vote by poll based on the instructions received. On a poll, each Shareholder has one vote for every share held and the Board considers that this will result in a fairer and more accurate indication of the views of Shareholders as a whole. Following a poll vote, any Shareholder who has voted on the poll is entitled to request from the Company information which will allow them to determine whether their vote was validly recorded and counted. If you would like to request this information, please contact [email protected].

The final results of the poll will be announced shortly after the Meeting and published on CCEP's website (https://www.cocacolaep.com). These results will include the votes cast by non-attending Shareholders prior to the Meeting, and the votes cast by Shareholders at the Meeting.

Your Board believes that each Resolution proposed in this Notice is in the best interests of CCEP and Shareholders as a whole and recommends that you vote in favour of all Resolutions. In accordance with the Takeover Code, I and my fellow Directors, José Ignacio Comenge, Álvaro Gómez-Trénor Aguilar, Alfonso Líbano Daurella and Mario Rotllant Solá, being nominated to the Board by Olive ("Olive Nominated Directors") did not participate in the Board's recommendation with regard to Resolution 25 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code), as it is the percentage increase in Olive's interest in Ordinary Shares that is the subject of the waiver under Resolution 25. Accordingly, the Directors, with the exceptions just described, unanimously recommend Shareholders to vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, save that Olive and the Olive Nominated Directors will not vote in respect of their shareholdings (if any) on Resolution 25, in which they are considered to be interested. As at 9 April 2026 (being the latest practicable date prior to the publication of this Notice), the Directors' shareholdings amounted to, in aggregate, 557,811 Ordinary Shares, representing approximately 0.1252% of the total voting rights of the Company. As at 9 April 2026, Olive's shareholding amounted to 166,128,987 Ordinary Shares, representing approximately 37.2860% of the total voting rights of the Company. The Olive Nominated Directors have no direct shareholding in the Company, but are indirectly interested in 53,067,861 Ordinary Shares, representing approximately 11.9106% of the total voting rights of the Company through their interests in Olive.

The Directors other than the Olive Nominated Directors ("Non-Olive Directors"), who have been so advised by Deutsche Bank in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Takeover Code, consider Resolution 25 to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice to the Non-Olive Directors, Deutsche Bank has taken account of the Non-Olive Directors' commercial assessments. The Non-Olive Directors also consider Resolution 25 to be in the best interests of CCEP and the Shareholders as a whole.

Accordingly, the Non-Olive Directors unanimously recommend that the Independent Shareholders vote in favour of Resolution 25, as they intend to do in respect of their own shareholdings, which, as at 9 April 2026 (being the latest practicable date prior to the publication of this Notice) amounted to, in aggregate, 557,811 Ordinary Shares, representing approximately 0.1252% of the total voting rights of the Company.

Yours faithfully

Chairman

Notice is hereby given that the AGM of the Company will be held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on 28 May 2026 at 11:30am BST. You will be asked to consider and, if thought fit, to pass the resolutions below.

Resolutions 1 to 26 will be proposed as ordinary resolutions, which require more than half of votes to be cast in favour to be passed. As set out in the explanatory notes for Resolutions 4 to 20 inclusive, the Company will separately count the number of votes cast by Independent Shareholders in favour of the election and re-election of independent directors. Resolutions 27 to 31 will be proposed as special resolutions, which require at least three quarters of votes to be cast in favour to be passed. All Resolutions will be voted on by poll. Explanatory notes to the Resolutions are set out on pages 10 to 28 of this Notice.

Resolution 25 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) will be proposed as an ordinary resolution where only votes cast by Independent Shareholders will be counted. This means that, for Resolution 25 to be passed, more than half of those votes cast by Independent Shareholders on the poll must be in favour of the resolution. Olive has confirmed to the Company that it, and any person acting in concert with it, will abstain from voting on Resolution 25. For more information, see the Explanatory Notes to Resolution 25 on pages 22 to 24 of this document.

ORDINARY RESOLUTIONS

Resolution 1 - Receipt of the Report and Accounts

THAT the audited accounts of the Company for the financial year ended 31 December 2025 together with the strategic report and the reports of the Directors and of the Auditor be hereby received.

Resolution 2 - Approval of the Directors' Remuneration Policy

THAT the Directors' Remuneration Policy set out on pages 97 to 105 of the 2025 Annual Report, be hereby approved to take effect from the end of the AGM.

Resolution 3 - Approval of the Directors' Remuneration Report

THAT the Directors' Remuneration Report (other than the Directors' Remuneration Policy on pages 97 to 105 of the 2025 Annual Report) for the financial year ended 31 December 2025, set out on pages 93 to 119 of the 2025 Annual Report be hereby approved.

Resolutions 4 to 5 - Election of Directors

Resolution 4 - THAT Laurence Debroux be elected as a director of the Company.

Resolution 5 - THAT Uvashni Raman be elected as a director of the Company.

Resolutions 6 to 20 - Re-election of Directors

Resolution 6 - THAT Robert Appleby be re-elected as a director of the Company. Resolution 7 - THAT Manolo Arroyo be re-elected as a director of the Company. Resolution 8 - THAT John Bryant be re-elected as a director of the Company.

Resolution 9 - THAT José Ignacio Comenge be re-elected as a director of the Company. Resolution 10 - THAT Sol Daurella be re-elected as a director of the Company.

Resolution 11 - THAT Damian Gammell be re-elected as a director of the Company.

Resolution 12 - THAT Nathalie Gaveau be re-elected as a director of the Company.

Resolution 13 - THAT Álvaro Gómez-Trénor Aguilar be re-elected as a director of the Company. Resolution 14 - THAT Mary Harris be re-elected as a director of the Company.

Resolution 15 - THAT Alfonso Líbano Daurella be re-elected as a director of the Company. Resolution 16 - THAT Nicolas Mirzayantz be re-elected as a director of the Company.

Resolution 17 - THAT Mark Price be re-elected as a director of the Company. Resolution 18 - THAT Nancy Quan be re-elected as a director of the Company. Resolution 19 - THAT Mario Rotllant Solá be re-elected as a director of the Company. Resolution 20 - THAT Dessi Temperley be re-elected as a director of the Company. Resolution 21 - Reappointment of the Auditor

THAT Ernst & Young LLP be reappointed as Auditor of the Company from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company.

Resolution 22 - Remuneration of the Auditor

THAT the Board, acting through the Audit Committee of the Board, be authorised to determine the remuneration of the Auditor.

Resolution 23 - Political donations

THAT, in accordance with sections 366 and 367 of the Companies Act 2006, the Company, and all companies that are its subsidiaries at any time during the period for which this Resolution is effective, are authorised, in aggregate, to:

make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;

make political donations to political organisations other than political parties not exceeding

£100,000 in total; and

incur political expenditure not exceeding £100,000 in total,

(as such terms are defined in sections 363 to 365 of the Companies Act 2006) in each case during the period commencing on the effective date of Resolution 23 and ending on the date of the annual general meeting of the Company to be held in 2027 or, if earlier, until close of business on Wednesday 30 June 2027, provided that the authorised sum referred to in paragraphs (a), (b) and

(c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board may, in its absolute discretion, determine on the day on which the relevant donation is made or the relevant expenditure is incurred or, if earlier, on the day on which the Company or its subsidiary enters into any contract or undertaking in relation to such donation or expenditure (or, if such day is not a business day, the first business day thereafter).

Resolution 24 - Authority to allot new shares

THAT the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

up to a nominal amount of €1,485,177.38 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and

comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of €2,970,354.76 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer):

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authority to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027, but in each case during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Resolution 25 - Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

THAT the waiver granted by the Panel of the obligation that would otherwise arise on Olive Partners

S.A. ("Olive"), or any persons acting in concert with Olive, both individually and collectively to make an offer to the Shareholders of the Company pursuant to Rule 9 of the Takeover Code resulting from the exercise by the Company of the authority to purchase up to 44,555,321 of its own Ordinary Shares of €0.01 each, granted to the Company pursuant to Resolutions 29 and 30 (together the "Relevant Resolutions") as described on pages 8 to 9, or the corresponding resolutions passed at the Company's 2025 annual general meeting (and contracts entered into prior to the date of the 2026 AGM in reliance thereupon), be and is hereby approved, subject to the following limitations and provisions:

no approval for such waiver is given where the resulting interest of Olive, together with the interest of those acting in concert with Olive, exceeds 41.4289% of the shares of the Company carrying voting rights; and

such approval shall expire at the end of next year's annual general meeting (or, if earlier, the close of business on Wednesday 30 June 2027), save in respect of any purchases completed or executed wholly or partly after such date pursuant to any contract entered into prior to such date in accordance with the Relevant Resolutions.

In order to comply with the Takeover Code, Resolution 25 shall be voted on by the Independent Shareholders only by a poll. Olive, or any concert party of Olive, will not be entitled to vote on Resolution 25.

Resolution 26 - Amendment to the Coca-Cola Europacific Partners plc Long Term Incentive Plan

THAT the amendment to the existing rules of the Coca-Cola Europacific Partners plc Long Term Incentive Plan (the "LTIP"), produced in draft to the Meeting (a summary of the amendment is set out in the explanatory notes below), be approved and the Board be authorised to do all acts and things necessary to bring the amended LTIP rules into effect.

SPECIAL RESOLUTIONS

Resolution 27 - General authority to disapply pre-emption rights

THAT, if Resolution 24 (Authority to allot new shares) is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell Ordinary Shares of €0.01 each held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

to the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 24, by way of a pre-emptive offer (including a rights issue or open offer):

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

in the case of the authority granted under paragraph (a) of Resolution 24 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of €222,776.60,

such power to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027, but in each case during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 28 - General authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

THAT, if Resolution 24 (Authority to allot new shares) is passed, the Board be given the power in addition to any power granted under Resolution 27 (General authority to disapply pre-emption rights) to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by paragraph (a) of Resolution 24 and/or to sell Ordinary Shares of €0.01 each held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of €222,776.60; and

used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

‌Resolution 29 - Authority to purchase own shares on market

THAT, if Resolution 25 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) is passed, the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its Ordinary Shares of €0.01 each (the "Ordinary Shares") provided that:

the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 44,555,321, such limit to be reduced by:

the number of Ordinary Shares purchased by the Company after 9 April 2026 and before 28 May 2026 or agreed to be purchased by the Company before 28 May 2026 pursuant to any authority granted at the Company's 2025 annual general meeting; and

the number of Ordinary Shares purchased pursuant to the authority granted at Resolution 30 (Authority to purchase own shares off market);

the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is €0.01; and

the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:

an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time,

such authority to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027, but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

Resolution 30 - Authority to purchase own shares off market

THAT, if Resolution 25 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) is passed, for the purposes of section 694 of the Companies Act 2006, the terms of the buyback contracts entered into conditionally on the passing of this resolution or to be entered into between the Company and any or all of Citigroup Global Markets Limited, Citigroup Global Markets Inc., Banco Santander SA, Santander US Capital Markets LLC, Jefferies International Limited, Jefferies LLC, Mizuho Securities USA LLC, Goldman Sachs International, Goldman Sachs Bank Europe SE and Goldman Sachs & Co. LLC and any subsidiaries thereof (in the form produced to the Meeting and made available at the Company's registered office for not less than 15 days ending with the date of the Meeting) (each a "Contract" and, collectively, the "Contracts") are approved and the Company be authorised to undertake off-market purchases (within the meaning of section 693(2) of the Companies Act 2006) of its Ordinary Shares of €0.01 each (the "Ordinary Shares") and pursuant to such Contracts, provided that the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 44,555,321, such limit to be reduced by:

the number of Ordinary Shares purchased pursuant to the authority granted at Resolution 29

(Authority to purchase own shares on market),

‌such authority to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027, but during this period the Company may agree to purchase Ordinary Shares pursuant to any Contract, even if such purchase would, or might, be completed or executed wholly or partly after the authority ends and the Company may accordingly purchase such Ordinary Shares pursuant to any such Contract as if the authority had not ended.

Resolution 31 - Notice period for general meetings other than annual general meetings

THAT the Directors be authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice, such authority shall apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027.

By order of the Board

Company Secretary 10 April 2026

Registered Office:

Pemberton House Bakers Road Uxbridge

UB8 1EZ

United Kingdom

Registered in England and Wales No. 09717350.

We are required by the Companies Act 2006 to present the Strategic Report and the Reports of the Directors and the Auditor and CCEP's audited accounts for the financial year ended 31 December 2025 to the Meeting. These are available at ir.cocacolaep.com/financial-reports-and-results/annual-reports

CCEP's Articles permit the Directors to pay interim dividends, which is CCEP's current practice.

Long-term incentive opportunity: The LTIP award opportunity of the Chief Executive Officer ("CEO") has remained unchanged since our listing in 2016, with current levels set at 250% of base salary for target performance, with a maximum vesting of up to two times target. From 2026 onwards we propose to increase the target opportunity from 250% to 300% of salary, with a maximum of 600% of salary. The Remuneration Committee carefully considered this increase in light of the Company's performance, scale, complexity, and international footprint of the business, as well as the critical importance of retaining and motivating a high performing leadership team in an increasingly competitive global talent market. The Remuneration Committee believes the revised opportunity levels will support the Company's strategic ambitions while remaining consistent with market practice for companies of a similar size and global complexity, support the delivery of long-term performance and ensure the continued retention of a highly respected CEO. The Remuneration Committee has a strong track record of operating our remuneration framework with restraint and will continue to exercise appropriate discretion and judgement to ensure that the rewards delivered under the revised policy are fair.

Shareholding requirements: We are proposing to increase the in post shareholding requirement for the CEO from 300% to 500% of base salary, bringing it in line with FTSE30 practice. This enhanced guideline is expected to be achieved within five years of appointment. Until the required holding is met, 50% of any vested shares from incentive awards (on a post-tax basis) must be retained. The CEO currently exceeds the increased shareholding requirement.

Pension: We are proposing to amend the CEO's pension provision, and that of other Alternative Pension Arrangement participants, to fully align with other GB colleagues by increasing the employer contribution to 12% of salary and removing the monetary cap (previously capped at £30,000 inclusive of employer social security costs). This change ensures consistency across all employees, regardless of seniority, and better reflects market practice.

No further changes are being proposed to the Directors' Remuneration Policy. We are confident that the revised policy will continue to provide a remuneration framework for the next three years that supports the business to meet its objectives in a manner which is aligned with good governance. If approved, the Directors' Remuneration Policy will take effect from the end of the AGM until it is replaced by a new Shareholder-approved policy (currently not expected to be proposed until the annual general meeting in 2029).

Once approved, subject to limited exceptions, CCEP will only be able to make a remuneration payment to a current or prospective Director, or a payment for loss of office to a current or past Director, if that payment is either consistent with the Directors' Remuneration Policy or, if it is not consistent with such policy, approved by a separate Shareholder resolution.

Under UK company law, quoted companies are required to present to their shareholders a directors' remuneration report for the financial year. This Resolution invites Shareholders to vote on the Directors' Remuneration Report (other than the Directors' Remuneration Policy on pages 97 to 105 of the 2025 Annual Report) for the year ended 31 December 2025, as set out on pages 93 to 119 of the 2025 Annual Report. The 2025 Annual Report is available at ir.cocacolaep.com/financial-reports-and-results/annual-reports

This vote is advisory and will not affect the future remuneration of the Directors.

Under CCEP's Articles and the Shareholders' Agreement, all Directors are required to retire and submit themselves for re-election at each AGM.

Resolutions 4 and 5 relate to the election of Laurence Debroux and Uvashni Raman as Directors. Subject to their election, Laurence Debroux and Uvashni Raman will be appointed to the Board as INEDs at the conclusion of the AGM.

Resolutions 6 to 20 relate to the re-election of Robert Appleby, Manolo Arroyo, John Bryant, José Ignacio Comenge, Sol Daurella, Damian Gammell, Nathalie Gaveau, Álvaro Gómez-Trénor Aguilar, Mary Harris, Alfonso Líbano Daurella, Nicolas Mirzayantz, Mark Price, Nancy Quan, Mario Rotllant Solá and Dessi Temperley.

Resolution 10 relates to the re-election of Sol Daurella who has served on the Board since 2016 and continues to act as Chairman. Under the Shareholders' Agreement, Olive is entitled to nominate the Chairman, though any nominee must be approved by the Board, including at least one European Refreshments Unlimited Company ("ER", a wholly owned subsidiary of The Coca-Cola Company ("TCCC")) Nominated Director. The Board recognises that this results in a departure from the tenure expectations in Provision 19 of the UK Corporate Governance Code and has therefore undertaken a formal and robust review of Sol's continued appointment. In doing so, the Board considered the specific circumstances of the Company, including her effective leadership, the value of her deep Coca-Cola system knowledge and experience, and the importance of leadership continuity. The Board also considered the safeguards in place, including the composition of the Board and Committees and the continued role of INEDs in providing effective challenge. Having weighed these factors, the Board is satisfied that Sol continues to demonstrate independence of character and judgement and that her continued appointment as Chairman remains in the best interests of the Company and its Shareholders. The Board will keep this position under review.

Under the UK Listing Rules, because Olive is treated as a controlling shareholder of the Company (that is, it exercises or controls more than 30% of the voting rights of the Company), the election or re-election of any independent director by shareholders must be approved by a majority vote of both:

the Shareholders of the Company; and

the Independent Shareholders of the Company.

The Board considers that the following Directors are independent for the purposes of UK Listing Rule 6.2.8R: Laurence Debroux, Uvashni Raman, Robert Appleby, John Bryant, Nathalie Gaveau, Mary Harris, Nicolas Mirzayantz, Mark Price and Dessi Temperley. Resolutions 4, 5, 6, 8, 12, 14, 16, 17 and 20 are therefore being proposed as ordinary resolutions which all Shareholders may vote on, but in addition, the Company will separately count the number of votes cast by Independent Shareholders in favour of the resolutions (as a proportion of the total votes of Independent Shareholders cast on the resolutions) to determine whether the second threshold referred to in

(b) above has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all Shareholders.

Under the UK Listing Rules, if a resolution to elect or re-elect an INED is not approved by a majority vote of both the Shareholders as a whole and the Independent Shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the Shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of resolutions 4, 5, 6, 8, 12, 14, 16, 17 and 20 are not approved by a majority vote of the Company's Independent Shareholders at the AGM, the relevant Director(s) will be treated as having been elected or re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to elect/re-elect the Director; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the Director's election or re-election is approved by a majority vote of all Shareholders at a second meeting, the Director will then be elected or re-elected until the next annual general meeting.

Under UK Listing Rule 10.6.16R, the Company is required to provide details of any existing or previous relationship, transaction or arrangement between a proposed INED and the Company, its Directors, any controlling shareholder (including Olive) or any associate of a controlling shareholder. The Company has received confirmation from each of the proposed INEDs that there have been no such relationships, transactions or arrangements. The Company is also required to describe (i) why the Company considers the proposed INED will be an effective Director; (ii) how the Company has determined that the proposed INED is independent; and (iii) the process followed by the Company for the selection of the proposed INED. This information is set out below.

Biographies of the Directors seeking election and re-election are set out on pages 13 to 21. The strengths and experiences set out in respect of each Director (including the INEDs) indicate why their contribution is, and continues to be, important to the Company's ability to deliver sustainable long-term value.

The Board reviewed the independence of the Directors by reference to the relevant provisions of the UK Corporate Governance Code and it has been determined that a majority of the Board are INEDs.

The Board recognises that eight of CCEP's Directors, including the Chairman and CEO, cannot be considered independent. However, CCEP benefits from the non-independent Non-Executive Directors' industry experiences and skills, and they continue to demonstrate sound judgement when carrying out their roles and fulfilling their responsibilities, and understand their obligations as Directors, including under section 172 of the UK Companies Act 2006.

The Board is satisfied that the remaining Directors of CCEP, including Robert Appleby, John Bryant, Nathalie Gaveau, Mary Harris, Nicolas Mirzayantz, Mark Price, and Dessi Temperley are independent in both character and judgement, and there are no relationships or circumstances that are, or could be perceived to be, likely to affect their judgement. The Board also determined that Laurence Debroux and Uvashni Raman, subject to election at the AGM, are also independent in character and judgement, with no relationships or circumstances that might compromise, or appear to compromise, their judgement.

CCEP maintains a rigorous and transparent approach to INED appointments, which is supported by an independent external recruitment consultancy firm who help identify potential INED candidates for appointment. When considering the candidates, the Nomination Committee considers whether the candidate will bring the desired experience to the Board, is considered independent, has sufficient time to commit to the role and has no actual, potential or perceived conflicts of interest (as detailed above).

Following a process of assessment and interviews with the Chairman and other Board members, the Nomination Committee recommends the appointment of the INED candidates to the Board and the Board considers and approves their appointment. The INED appointment process is described in detail on page 81 of the 2025 Annual Report.

The Board, both prior to a Director's initial appointment and when nominating a Director for election or re-election, enquires and obtains assurance that each Director is, or will be, capable of devoting the appropriate time expected of them to Board activities and is, or will be, capable of fulfilling their individual, anticipated obligations to CCEP alongside any unanticipated demands which may be placed on them in relation to CCEP or by any other commitments.

The Board has carefully considered the additional commitments held by the Directors and has applied the same standard of enquiry for each of them. The Board's focus is to determine the ability of each Director to commit sufficient time to fulfil their individual obligations, rather than a strict adherence to a numeric count of directorships. Where Directors hold other roles outside of the Group, or prior to accepting any additional roles, particular attention is paid to ensure that they are able to commit sufficient time to the Company.

Based upon the review undertaken, the Board has satisfied itself that each of the Directors is fully able to discharge their duties to the Company and that they each have sufficient capacity to meet their commitments to the Company. The biographies on pages 13 to 21 set out the skills and experience which underpin the contribution each Director brings to the Board for the long-term sustainable success of the Company.

Accordingly, the election and re-election of each of the Directors under resolutions 4 to 20 is recommended.

‌Biographies of Directors standing for election

Laurence Debroux

Non-executive Director

Member of the Audit Committee and the Remuneration Committee (with effect from the conclusion of the AGM)

To be appointed following the conclusion of this year's AGM, subject to shareholder approval

Yes

Accomplished business leader

Extensive experience in finance, strategy, business development and governance across global consumer and consumer-adjacent industries

Significant expertise in international corporate leadership, M&A and risk management

Non-Executive Director, Chair of the Audit Committee and member of the Nomination Committee at Randstad N.V. and member of the Board at Institut Mérieux.

CFO and Executive Board member at Heineken N.V, Executive Board member and Group Chief Administration and Finance Officer of JCDecaux, various senior positions including Group CFO and Chief Strategic Officer at SANOFI and non-executive directors at Exor N.V., Novo Nordisk A/S, Juventus Football Club SpA and Solvay SA

Uvashni Raman

Non-executive Director

Member of the Audit Committee and the Affiliated Transaction Committee (with effect from the conclusion of the AGM)

To be appointed following the conclusion of this year's AGM, subject to shareholder approval

Yes

Financial and operational experience across European and global markets

Proven track record as a CFO and divisional Financial Director across listed and private businesses in the technology, consumer, media and mining sectors

Experience spanning finance, procurement, operations, strategy, M&A, sustainability, capital markets, corporate affairs and business transformation

CFO of Booking.com

Group CFO of Adevinta, CFO for Naspers' Video Entertainment Division, CFO of the South32 Australian Region and held various senior finance and operational roles at BHP

Biographies of Directors standing for re-election

Robert Appleby

Non-executive Director

Member of the Audit Committee and the Environmental, Social and Governance Committee

May 2025

Yes

Over 40 years of financial experience including over 30 years of investment expertise

Significant experience in European and Asia-Pacific markets

Strong ESG expertise

Founder and Chief Investment Officer at Cibus Capital

Co-founder and joint-CIO of ADM Capital Hong Kong, Director of the ADM Capital Foundation, senior roles at Lehman Brothers and Credit Agricole

Manolo Arroyo

Non-executive Director

Member of the Nomination Committee and the Remuneration Committee

May 2021

Extensive experience working in the Coca-Cola system

Strong operational leadership experience in international consumer goods groups, lived and worked in four continents, both developed and emerging markets

Strategic marketing, commercial and bottling expertise

Served as the Chief Executive Officer of a publicly listed FMCG company

In-depth understanding of brands in the Coca-Cola system

Executive Vice President and Global Chief Marketing Officer at TCCC

President of the Asia Pacific Group, Bottling Investments Group, and Mexico business unit of TCCC, Chief Executive Officer of Deoleo, S.A., Senior Vice President and President, Asia Pacific of S.C. Johnson & Son, Inc., President of the ASEAN and SEWA business units of TCCC, General Manager of the Spain business unit of TCCC, Vice-Chairman of Coca-Cola COFCO Bottling China, non-executive Director of ThaiNamthip Limited and Coca-Cola Andina and non-executive director of Effie

John Bryant

Non-executive Director

Chairman of the Remuneration Committee and Member of the Audit Committee

January 2021

Yes

Chairman/Chief Executive Officer of a multinational public company

Expert in strategy, mergers and acquisitions, restructuring and portfolio transformation

30 years' experience in consumer goods

Strong track record of finance and operational leadership, experience in overseeing information technology

Engaged in the cybersecurity strategy process

Chairman of the Board and of the Nominating and Governance Committee and member of the Compensation and Human Resources Committee of Flutter Entertainment plc, non-executive director, Chairman of the Remuneration Committee and member of the Audit Committee of Compass Group plc and non-executive director and member of the Audit, Nomination and Corporate Governance Committees of Ball Corporation

Executive Chairman and Chief Executive Officer of Kellogg Company having previously held a variety of senior roles in the Kellogg Company, strategy advisor at A.T. Kearney and Marakon Associates and non-executive director of Macy's Inc.

José Ignacio Comenge

Non-executive Director

Member of the Remuneration Committee

May 2016

Extensive experience of the Coca-Cola system

Broad board experience across industries and sectors

Knowledgeable about the industry in our key market of Iberia

Insights in formulating strategy drawn from leadership roles in varied sectors

Director of Olive Partners, S.A., ENCE Energía y Celulosa, S.A., Compañía Vinícola del Norte de España, S.A., Ebro Foods S.A., Chairman of Mendibea 2002, S.L. and non-executive Chairman of Ball Beverage Can Iberica, S.L

Senior roles in the Coca-Cola system, AXA, S.A., Aguila and Heineken Spain and Vice-Chairman and Chief Executive Officer of MMA Insurance

Sol Daurella

Chairman

Member of the Affiliated Transaction Committee and the Nomination Committee

May 2016

Experienced director of public companies operating in an international environment

A deep understanding of fast moving consumer goods ("FMCG") and our markets

Extensive experience at Coca-Cola bottling companies

Strong international strategic and commercial skills

Sol and the Daurella family have been part of the Coca-Cola System for over 70 years, when the first bottling agreement was signed in Spain in 1951

Co-Chairman and member of the Executive Committee of Cobega, S.A., Executive Chairman of Olive Partners, S.A., director of Equatorial Coca-Cola Bottling Company, S.L., independent non-executive director and member of the Appointments and Remuneration Committees and Chairman of the Responsible Banking, Sustainability and Culture Committee of Banco Santander

Various roles at the Daurella family's Coca-Cola bottling business, director of Banco de Sabadell, Ebro Foods, Acciona and Co-Chairman of Grupo Cacaolat

Damian Gammell

CEO

December 2016

Strategy, risk management, development and execution experience

Vision, customer focus and transformational leadership

Developing people and teams and promoting sustainability

Over 25 years of leadership experience and in-depth understanding of the non-alcoholic ready-to-drink industry and within the Coca-Cola system

N/A

Beverage Group President of Anadolu Group and Chief Executive Officer of Anadolu Efes, Chief Executive Officer and Managing Director of Coca-Cola İçecek A.Ş. and a number of other senior executive roles in the Coca-Cola system including in Russia, Australia and Germany

Nathalie Gaveau

Non-executive Director

Member of the Environmental, Social and Governance Committee (until this year's AGM) and the Affiliated Transaction Committee

January 2019

Yes

Successful tech entrepreneur and investor

Expert in AI, e-commerce and digital transformation, innovation, mobile, data and social marketing

International consumer goods experience

Non-executive director of Lightspeed Commerce Inc. and Sonepar, Chief Client Officer of Publicis Sapient and Executive Vice-President of Publicis Groupe

Managing Director and Partner, Senior Advisor, Boston Consulting Group, Founder and Chief Executive Officer of Shopcade, interactive business director of the TBWA Tequila Group, Asia Pacific E-business and CRM Manager for Club Med, co-founder and Managing Director of Priceminister, financial analyst for Lazard and non-executive director of HEC Paris, PortAventura World and Calida Group and President of Tailwind International Corp, special acquisition company, and director of HWX Partners

Álvaro Gómez-Trénor Aguilar

Non-executive Director

March 2018

Broad knowledge of working in the food and beverage industry

Extensive understanding of the Coca-Cola system, particularly in Iberia

Expertise in finance and investment banking

Strategic and investment advisor to businesses in varied sectors

Director of Olive Partners, S.A.

Various board appointments in the Coca-Cola system, including as President of Begano, S.A., director and Chairman of the Audit Committee of Coca-Cola Iberian Partners, S.A., as well as key executive roles in Grupo Pas and Garcon Vallvé & Contreras and director of Global Omnium (Aguas de Valencia, S.A.) and Sinensis Seed Capital SCR de RC, S.A.

Mary Harris

Non-executive Director and Senior Independent Director (with effect from the conclusion of the AGM) Chairman of the Nomination Committee and member of the Remuneration Committee

May 2023

Yes

Top level strategic outlook with international and consumer focus

Significant non-executive director experience gained from other major listed companies

Deep understanding of remuneration requirements gained from previous remuneration committee chair roles

Supervisory Board member at HAL Holding N.V. and member of the Corporate Governance Board Council at INSEAD business school

Chair of the Remuneration Committee of Reckitt Benckiser Group plc, non-executive director at ITV plc,

Unibail-Rodamco-Westfield SE, Sainsbury's plc, TNT Express and TNT N.V. and Partner at McKinsey & Company

Alfonso Líbano Daurella

Non-executive Director

Member of the Affiliated Transaction Committee

May 2016

Developed the Daurella family's association with the Coca-Cola system

Detailed knowledge of the Coca-Cola system

Insight to CCEP's impact on communities from experience as trustee or director of charitable and public organisations

Experienced social responsibility committee chair

Vice Chairman and Member of the Executive Committee of Cobega, S.A., Chairman of Equatorial Coca-Cola Bottling Company, S.L., Co-chair of the Polaris Committee at United Nations and FBN, and Chair of the Family Business Network and member of the board of the American Chamber of Commerce in Spain, and Vice Chair of MACBA museum in Barcelona

Director of Olive Partners, S.A., various roles at the Daurella family's Coca-Cola bottling business, director and Chairman of the Quality & CRS Committee of Coca-Cola Iberian Partners, S.A, director of Grupo Cacaolat, S.L. and Director of The Coca-Cola Bottling Company of Egypt, S.A.E, member of the board of Banco Espanol de Credito Banesto, Chair of Family Business Europe and Trustee of the African Coca-Cola Foundation

Nicolas Mirzayantz

Non-executive Director

Member of the Audit Committee (until this year's AGM) and the Environmental, Social and Governance Committee Member of the Nomination Committee (with effect from the conclusion of the AGM)

May 2023

Yes

Over 30 years of strategic, operational and business transformation experience

A deep understanding of the FMCG industry

Strong sustainability and ESG experience

Lead Independent Director and member of the Audit and Compliance, Appointments and Remuneration, and Sustainability and Social Responsibility Committees of Puig Brands, S.A.

Various senior roles at International Flavors & Fragrances, including President, Nourish Division and Divisional Chief Executive Officer, Scent Division. Previously served on the Board of the International Fragrance Association and was a Cultural Leader at the World Economic Forum

Mark Price

Non-executive Director

Member of the Nomination Committee and Affiliated Transaction Committee (Chairman with effect from the conclusion of the AGM)

May 2019

Yes

Extensive experience in the retail industry

A deep understanding of international trade

Strong strategic and sustainable development skills

Digital global business experience

Member of the House of Lords and founder of WorkL and Stour Publishing and Perry

Managing Director of Waitrose and Deputy Chairman of John Lewis Partnership, non-executive director and Deputy Chairman of Channel 4 TV, Minister of State for Trade and Investment and Trade Policy, Chair of Business in the Community, The Prince's Countryside Fund and the Fairtrade Foundation and Member of Council at Lancaster University

Nancy Quan

Non-executive Director

Member of the Environmental, Social and Governance Committee

May 2023

Extensive knowledge of the Coca-Cola system

Significant leadership experience spanning innovation and consumer trends, research and development, quality, safety, regulatory governance, sustainability and supply chain

Experience applicable to our expanded geographical footprint in the APS region

Executive Vice President and Global Chief Technical and Innovation Officer at TCCC, a member of the Liberty Mutual Group Board of Directors, the Industry Affiliates Advisory Board for the University of California Davis MBA Program and the the For Inspiration and Recognition of Science and Technology (FIRST) Executive Advisory Board

Various senior roles at TCCC including Chief Technical Officer for Coca-Cola North America, Global Research and Development Officer, Vice President, Innovation, Research and Development, General Manager for Europe and Eurasia Group, Vice President, Research and Development, Pacific Group, responsible for the Shanghai, Japan and India Research and Development Centres

Mario Rotllant Solá

Non-executive Director

Chairman of the Environmental, Social and Governance Committee

May 2016

Extensive international experience in the food and beverage industry from production to market and strategy

Experience of chairing a remuneration committee

Deep knowledge of sustainability strategy and implementation

In-depth technical knowledge of the Coca-Cola system and the bottling industry

Development of non-profit organisations

Vice-Chairman of Olive Partners, S.A., Co-Chairman and member of the Executive Committee of Cobega, S.A., Chairman of the North Africa Bottling Company, Chairman of the Advisory Board of Banco Santander, S.A. in Catalonia and a director of Equatorial Coca-Cola Bottling Company, S.L.

Second Vice-Chairman and member of the Executive Committee and Chairman of the Appointment and Remuneration Committee of Coca-Cola Iberian Partners, S.A.

‌Dessi Temperley

Non-executive Director Chairman of the Audit Committee

Member of the Environmental, Social and Governance Committee (with effect from the conclusion of the AGM)

May 2020

Yes

Financial and technical accounting expertise

Strong commercial insights and knowledge of European markets

International consumer brands experience

Skilled in technology

Non-executive director and Chairman of the Audit Committee and member of the Compensation and Nominating Committees of Cimpress plc, non-executive director and member of the Audit, Finance and Consumer Relationships and Regulation Committees of Philip Morris International Inc.

Group CFO of Beiersdorf AG, member of the Supervisory Board of Tesa SE, Head of Investor Relations at Nestlé, CFO of Nestlé Purina EMENA and CFO of Nestlé South East Europe, and finance roles at Cable & Wireless and Shell and member of the Supervisory Board of Corbion N.V.

CCEP is required to appoint an auditor for each financial year, to hold office until the end of the next general meeting at which accounts are laid before the Shareholders. Ernst & Young LLP were first appointed by the Company to audit the financial statements for the year ended 31 December 2016 (following the Company's creation in 2016 after the merger). The period of total uninterrupted engagement since the Company's creation, including previous renewals and reappointments, is ten years, covering the years ended 31 December 2016 to 31 December 2025. Accordingly, the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external auditor, is proposing the reappointment of CCEP's existing Auditor, Ernst & Young LLP, as Auditor of CCEP for the financial year ending 31 December 2026, under Resolution 21. Following a formal audit tender process in 2024, the Audit Committee approved for Ernst & Young LLP to continue as the Group's external auditor through fiscal year 2035, subject to satisfactory performance and annual shareholder approval. Further information about the 2024 audit tender process can be found on page 128 of the 2024 Annual Report.

The Directors may set the remuneration of the Auditor if authorised by the Shareholders to do so. The Competition and Markets Authority's Statutory Audit Services Order, which came into effect on 1 January 2015 (and with which CCEP complies), clarified certain responsibilities of the Audit Committee, including providing that, acting collectively or through its chairman, and for and on behalf of the Board, it is permitted to negotiate and agree the statutory audit fee. Resolution 22 seeks authority for the Audit Committee to determine the Auditor's remuneration for 2026.

The Companies Act 2006 prohibits companies from making political donations to political organisations, or independent candidates or incurring UK political expenditure exceeding £5,000 in any 12 month period unless authorised by Shareholders in advance.

CCEP does not make, and does not intend to make, donations to political organisations or independent election candidates, nor does it incur any political expenditure.

However, the definitions of political donations, political organisations and political expenditure used in the Companies Act 2006 are very wide. As a result, this can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Shareholder approval is being sought on a precautionary basis only,

to allow CCEP and any company which, at any time during the period for which this resolution has effect, is a subsidiary of CCEP, to continue to support the community and put forward its views on wider business and government interests, without running the risk of inadvertently breaching the legislation.

The Board is therefore seeking authority to: (a) make political donations to political organisations and independent election candidates not exceeding £100,000 in total; (b) make political donations to political organisations other than political parties not exceeding £100,000 in total; and (c) incur political expenditure not exceeding £100,000 in total, provided that the aggregate of all expenditure under (a), (b) and (c) shall not exceed £100,000 in total. In line with best practice guidelines published by the Investment Association ("IA"), this resolution is put to Shareholders annually rather than every four years as required by the Companies Act 2006. For the purposes of this resolution, the terms "political donations", "political organisations", "independent election candidate" and "political expenditure" shall have the meanings given to them in sections 363 to 365 of the Companies Act 2006.

This resolution seeks authority from Shareholders to allot shares or grant rights to subscribe for or to convert any securities into Ordinary Shares. The authority is expected to be renewed at each annual general meeting. Paragraph (a) of this resolution would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to

€1,485,177.38 (representing 148,517,738 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital of CCEP as at 9 April 2026, the latest practicable date prior to publication of this Notice.

In line with guidance issued by the IA, paragraph (b) of this resolution would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a fully pre-emptive offer (including an offer by way of a rights issue or open offer) in favour of ordinary shareholders up to an aggregate nominal amount equal to €2,970,354.76 (representing 297,035,476 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of CCEP as at 9 April 2026, the latest practicable date prior to publication of this Notice.

The Directors have no present intention to exercise the authority sought under this resolution. The authority is, however, sought to ensure that CCEP has maximum flexibility in managing CCEP's capital resources. If they do exercise the authority, the Directors intend to follow IA recommendations concerning its use (including as regards the Directors standing for re-election in certain cases).

The authority sought under this resolution would apply until the end of next year's annual general meeting or, if earlier, until the close of business on Wednesday 30 June 2027.

As at the date of this Notice, no Ordinary Shares are held as treasury shares by CCEP.

Resolution 25 ("Waiver Resolution") seeks approval from the Independent Shareholders of a waiver under Rule 9 of the Takeover Code. As described in greater detail below, if Olive's interest in Ordinary Shares increases as a result of CCEP purchasing its own shares, an obligation could arise on Olive, and any person acting in concert with Olive, to make a general offer for the entire issued share capital of the Company.

If the Waiver Resolution is approved at the AGM, Olive will not, thereafter, be restricted from making an offer for CCEP. However, under the terms of the Shareholders' Agreement, as more fully described in the Prospectus, neither ER nor Olive may acquire shares in CCEP that, when aggregated with the shares held by the other, represent more than 67% of the issued CCEP shares, other than as a result of an offer (as defined in the Takeover Code) recommended by a simple majority of the INEDs of CCEP.

Resolutions 29 and 30, which are each conditional on the passing of this Resolution 25, would allow CCEP to buy back its own Ordinary Shares. If Resolutions 29 and 30 pass, CCEP would have authorisation to purchase up to 44,555,321 Ordinary Shares ("Buyback Authorities").

Currently, Olive is interested in an aggregate of 166,128,987 Ordinary Shares representing approximately 37.2860% of the issued share capital of CCEP. If CCEP were to repurchase shares from persons other than Olive, or any person acting in concert with Olive, all the Ordinary Shares for which it is seeking the Buyback Authorities (and assuming no other allotments of Ordinary Shares), the maximum potential shareholding of Olive and any person acting in concert with Olive would increase to approximately 41.4289% of the issued ordinary share capital of CCEP.

Accordingly, an increase in the percentage of the shares carrying voting rights in which Olive or any person acting in concert with Olive are interested, as a result of any exercise of the Buyback Authorities, would ordinarily, in the absence of a waiver granted by the Panel and the Waiver Resolution (if approved), have the effect of triggering Rule 9 of the Takeover Code and result in Olive and any person acting in concert with Olive being under an obligation to make a general offer to all Shareholders.

The Takeover Code is administered by the Panel and applies to CCEP because it is a UK public company, which has its registered office in the United Kingdom and has securities admitted to trading on a regulated market in the UK. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of such a company but does not hold shares carrying more than 50% of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

The Company has agreed with the Panel that the following persons are acting in concert with Olive in relation to the Company:

Sol Daurella