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Results of the shareholders’ meetings – 27.08.2024

Results of the shareholders’ meetings – 27.08.2024

Recommended cash Aacquisition

by

Britvic PLC

Through

Carlsberg UK Holdings Limited

(a wholly owned subsidiary of Carlsberg A/S)

Results of shareholders’ meetings

Britvic PLC (“British”) is pleased to announce that at a judicial meeting and general meeting of shareholders of Britvic held earlier today in connection with the recommended all-cash acquisition of Britvic by Carlsberg UK Holdings Limited, all proposed resolutions were duly passed.

At the Court meeting, a majority of the Scheme Shareholders voting (either in person or by proxy) and representing more than 75% of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority (either in person or by proxy).

COURT MEETING The vote on the proposal to approve the scheme was conducted by poll and the results were as follows:

Number of shareholders of the scheme voting: In favor: 345 (83.33%) Against: 69 (16.67%)

Number of votes: For: 165,809,035 (99.69%) Against: 515,673 (0.31%)

Percentage of the eligible shares of the scheme voted: In favour: 66.61% Against: 0.21%

GENERAL MEETING The vote on the resolution to approve and implement the scheme was conducted by poll and the results were as follows:

Number of votes: For: 165,511,862 (99.76%) Against: 391,950 (0.24%) Did not vote: 44,485

Completion of the Acquisition remains subject to the satisfaction or waiver of the other conditions set out in the Scheme Document, including (but not limited to) certain regulatory approvals and the Court’s approval of the Scheme at the Sanction Court Hearing. Subject to satisfaction of those regulatory conditions and the Court’s approval of the Scheme, the Scheme is expected to become effective in the first quarter of 2025.

A copy of the special resolution adopted at the General Meeting has been filed with the Financial Conduct Authority and will be available for inspection shortly at the National Storage Mechanism on https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms used but not defined in this announcement have the meanings set out in the Regulation Document dated 22 July 2024.

Unless otherwise stated, all times in this announcement are London time.

To ask:

British

Steve Nightingale, Investor Relations

Kathryn Partridge, Media Relations

+44 (0) 7808 097784

+44 (0) 7803 854229

Morgan Stanley & Co. International plc (financial advisor and corporate broker to Britvic)

+44 (0) 20 7425 8000

Anthony Zammit

Hendrik Stewart

Paul Bakker

Melissa Godoy

Rusheel Somaiya

Europa Partners Limited (financial advisor to Britvic)

+44 (0) 20 7451 4542

Jan Skarbek

Dominic King

JP Morgan Securities plc (which operates its UK investment banking business as JP Morgan Cazenove) (financial adviser and corporate broker to Britvic)

+44 (0) 20 7742 4000

Dwayne Lysaght

Jeannette Smits van Oyen

Edmund Byers

Headland (PR Advisor for Britvic)

Stephen Malthouse

Henry Wallers

Joanna Clark

+44 (0) 7734 956 201

+44 (0) 7876 562 436

+44 (0) 7827 960 120

This announcement contains inside information relating to Britvic. The person responsible for arranging the release of this announcement on behalf of Britvic is Mollie Stoker, Company Secretary and General Counsel of Britvic.

Important notices

Morgan Stanley & Co. International plc (“Morgan Stanley“) acts as a financial adviser to Britvic and no one else. Morgan Stanley is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the Financial Conduct Authority and the PRA. In connection with such matters, Morgan Stanley and its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as its client, nor will Morgan Stanley be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any matter referred to herein.

Europa Partners Limited (“Europe partners“), which is authorised and regulated by the FCA in the UK, is acting as joint financial adviser solely to Britvic and no one else in connection with the Acquisition and will not be responsible to anyone other than Britvic for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither Europa Partners nor any of its affiliates owes or accepts any duty, liability or responsibility (whether direct or indirect, whether in contract, tort, statute or otherwise) to any person who is not a client of Europa Partners in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

JP Morgan Securities plc (which conducts its UK investment banking business as JP Morgan Cazenove) (“JP Morgan Cazenove”), which is authorised in the United Kingdom by the Prudential Regulation Authority (“PRA”) and regulated by the PRA and the Financial Conduct Authority, is acting solely as a financial adviser to Britvic and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Britvic for providing the protections afforded to clients of JP Morgan Cazenove or its affiliates nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who has an interest in 1% or more of a class of relevant securities of a company making an offer or of a stock exchange offeror (being an offeror other than an offeror whose offer is announced as being or is likely to be exclusively for cash) must make an Opening Position Disclosure after the commencement of the offer period and, if later, after the announcement in which a stock exchange offeror is first identified. An Opening Position Disclosure must include details of the person’s interests and short positions in, and rights to subscribe for, all relevant securities of each of (i) the company making an offer and (ii) any stock exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made no later than 3.30 p.m. (London time) on the 10th business day after the commencement of the offer period and, if applicable, no later than 3.30 p.m. (London time) on the 10th business day after the announcement first identifying a stock exchange offeror. Relevant persons dealing in the relevant securities of the offeree company or of a stock exchange offeror before the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under rule 8.3(b) of the Code, any person who has or becomes interested in 1% or more of a class of relevant securities of the offered company or of a stock exchange operator must make a Dealing Disclosure if the person deals in relevant securities of the offered company or of a stock exchange operator. A Dealing Disclosure must include details of the relevant transaction and of the person’s interests and short positions in, and rights to subscribe for, relevant securities of each of (i) the offered company and (ii) a stock exchange operator(s), except to the extent that those details have previously been disclosed under rule 8. A Dealing Disclosure by a person to whom rule 8.3(b) applies must be made no later than 3.30 p.m. (London time) on the business day following the date of the relevant transaction.

Where two or more persons act together under an agreement or understanding, formal or informal, to acquire or control an interest in relevant securities of an offeree company or a stock exchange operator, they shall be regarded as one person for the purposes of Rule 8.3.

Opening position disclosures must also be made by the target company and by each offeror. Transaction disclosures must also be made by the target company, by each offeror and by any person acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the companies making the offer and the offeror in respect of whose relevant securities the opening position and transaction disclosures are to be made can be found in the disclosure table on the Takeover Panel’s website at http://www.thetakeoverpanel.org.ukincluding details of the number of relevant securities in issue, when the offer period began and when an offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you should make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Britvic’s website at https://documentarchive.britvic.com/ no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of this website are not incorporated in and do not form part of this announcement.


Distribution of a regulatory announcement sent by EQS Group.
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ISIN code:

GB00B0N8QD54

Category code:

GMS

TIDDM:

BVIC

LEI code:

635400L3NVMYD4BVCI53

OAM categories:

3.1. Additional regulated information required to be disclosed under the laws of a Member State

Sequence No.:

343156

EQS News ID:

1975961

End of the announcement

EQS News Service

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