Coca Cola Europacific Partners : Notice of 2025 AGM (2025 Notice of Annual General Meeting FINAL)

NOTICE OF ANNUAL GENERAL MEETING 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all your shares in Coca-Cola Europacific Partners plc, please hand this document, together with the accompanying documents, to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Contents

	Page Number
Chairman's letter	1
Part I: Notice of the 2025 Annual General Meeting	4
Part II: Explanatory notes on resolutions	10
Part III: Notes to the Notice of 2025 Annual General Meeting	27
Part IV: Additional Information	31
Part V: Definitions	43

Coca-Cola Europacific Partners plc

Chairman's letter

7 April 2025

Dear Shareholder

Annual General Meeting ("AGM" or "Meeting") of Coca-Cola Europacific Partners plc ("Company" or "CCEP")

I am delighted to enclose the Notice of Meeting for CCEP's ninth AGM ("Notice"). The AGM is to be held at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom on 22 May 2025 at 3:30pm BST.

The Notice sets out the resolutions proposed, together with explanatory and guidance notes for Shareholders who wish 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 2024 ("2024 Annual Report"), it is included in this pack.

If you asked to receive the 2024 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

Shareholder questions at the AGM

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 [e-mail] by 3:30pm BST on 20 May 2025 (or, in the event of any adjournment, at least 48 hours before the time of the adjourned meeting).

Business of the AGM

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:

Election and re-election of Directors - Resolutions 3 - 19

As announced on 14 February 2025, we look forward to welcoming Robert Appleby to the Board as an Independent Non-executive Director with effect from the conclusion of the AGM, subject to shareholder approval. Robert brings to the Board wide-ranging experience in European and Asia-Pacific markets with particular expertise in the areas of finance and ESG.

On 13 March 2025 we announced that Dagmar Kollmann will retire from the Board at this year's AGM. Dagmar has made significant contributions to both the Board and Committees on which she has served during her tenure.

In line with CCEP's Articles of Association ("Articles") and the Shareholders' Agreement, Sol Daurella and Robert Appleby will stand for election and all other current Directors apart from Dagmar Kollmann 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 12 to 20 of this Notice.

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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 independent Non-executive Directors and six non-independent Non-executive Directors.

Rule 9 waiver granted by the Panel on Takeovers and Mergers (the "Panel") in favour of Olive Partners, S.A. ("Olive") - Resolution 24

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 27 and 28 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 24 (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 46,016,093 of its own ordinary shares of €0.01 each ("Ordinary Shares") pursuant to Resolutions 27 and 28. Under the proposed Resolution 24 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 24 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 24, 27 and 28.

Voting

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.

The final results of the poll will be announced shortly after the Meeting and published on CCEP's website (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.

Recommendation

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 24 (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 24. 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 24, in which they are considered to be interested. As at 3 April 2025 (being the latest practicable date prior to the publication of this Notice), the Directors' shareholdings amounted to, in aggregate, 556,561 Ordinary Shares, representing approximately 0.1209% of the total voting rights of the Company. As at 3 April 2025, Olive's shareholding amounted to 166,128,987 Ordinary Shares, representing approximately 36.1024% of the total voting rights of the Company. The Olive Nominated Directors have no direct shareholding in the Company, but are indirectly interested in 51,086,304 Ordinary Shares, representing approximately 11.1018% of the total voting rights of the Company through their interests in Olive.

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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 City Code on Takeovers and Mergers, consider Resolution 24 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 24 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 24, as they intend to do in respect of their own shareholdings, which, as at 3 April 2025 (being the latest practicable date prior to the publication of this Notice) amounted to, in aggregate, 556,561 Ordinary Shares, representing approximately 0.1209% of the total voting rights of the Company.

Yours faithfully

Sol Daurella

Chairman

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Part I

Notice of the 2025 Annual General Meeting

Notice is hereby given that the AGM of the Company will be held at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom on 22 May 2025 at 3:30pm BST. You will be asked to consider and, if thought fit, to pass the resolutions below.

Resolutions 1 to 24 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 3 to 19 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 25 to 29 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 26 of this Notice.

Resolution 24 (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 24 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 24. For more information, see the Explanatory Notes to Resolution 24 on pages 21 to 23 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 2024 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 Report

THAT the Directors' Remuneration Report for the financial year ended 31 December 2024, set out on pages 132 to 148 of the 2024 Annual Report be hereby approved.

Resolutions 3 to 4 - Election of Directors

Resolution 3 - THAT Sol Daurella be elected as a director of the Company.

Resolution 4 - THAT Robert Appleby be elected as a director of the Company with effect from the conclusion of the AGM.

Resolutions 5 to 19 - Re-election of Directors

Resolution 5 - THAT Manolo Arroyo be re-elected as a director of the Company. Resolution 6 - THAT Guillaume Bacuvier be re-elected as a director of the Company. Resolution 7 - THAT John Bryant be re-elected as a director of the Company. Resolution 8 - THAT José Ignacio Comenge be re-elected as a director of the Company.

Resolution 9 - THAT Damian Gammell be re-elected as a director of the Company.

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Resolution 10 - THAT Nathalie Gaveau be re-elected as a director of the Company.

Resolution 11 - THAT Álvaro Gómez-Trénor Aguilar be re-elected as a director of the Company.

Resolution 12 - THAT Mary Harris be re-elected as a director of the Company.

Resolution 13 - THAT Thomas H. Johnson be re-elected as a director of the Company.

Resolution 14 - THAT Alfonso Líbano Daurella be re-elected as a director of the Company.

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

Resolution 16 - THAT Mark Price be re-elected as a director of the Company.

Resolution 17 - THAT Nancy Quan be re-elected as a director of the Company.

Resolution 18 - THAT Mario Rotllant Solá be re-elected as a director of the Company.

Resolution 19 - THAT Dessi Temperley be re-elected as a director of the Company.

Resolution 20 - 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 21 - 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 22 - 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:

1. make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
3. 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 22 and ending on the date of the annual general meeting of the Company to be held in 2026 or, if earlier, until close of business on Tuesday 30 June 2026, 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).

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Resolution 23 - 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:

1. up to a nominal amount of €1,533,869.79 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and
2. comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of €3,067,739.59 (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):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. 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 Tuesday 30 June 2026, 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 24 - Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

THAT approval be granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise pursuant to Rule 9 of the Takeover Code for Olive Partners S.A. ("Olive"), or any persons acting in concert with Olive, to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in which Olive and any persons acting in concert with Olive are interested, resulting from the exercise by the Company of the authority to purchase up to 46,016,093 of its own Ordinary Shares of €0.01 each, granted to the Company pursuant to Resolutions 27 and 28 (together the "Relevant Resolutions") on pages 7 and 8 or the corresponding resolutions passed at the Company's 2024 annual general meeting, subject to the following limitations and provisions:

1. 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 40.1137% or more of the shares of the Company carrying voting rights; and
2. such approval shall expire at the end of next year's annual general meeting (or, if earlier, the close of business on Tuesday 30 June 2026), 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.

Resolution 24 shall be voted on by the Independent Shareholders only by a poll.

SPECIAL RESOLUTIONS

Resolution 25 - General authority to disapply pre-emption rights

THAT, if Resolution 23 (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:

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1. 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 23, by way of a rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. 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; and

1. in the case of the authority granted under paragraph (a) of Resolution 23 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 €230,080.46,

such power to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Tuesday 30 June 2026, 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 26 - General authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

THAT, if Resolution 23 (Authority to allot new shares) is passed, the Board be given the power in addition to any power granted under Resolution 26 (General authority to disapply pre-emptionrights) to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 23 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:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of €230,080.46; and
2. 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,

such power to apply until the end of next year's annual general meeting or, if earlier, until the close of business on Tuesday 30 June 2026, 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 27 - Authority to purchase own shares on market

THAT, if Resolution 24 (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:

1. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 46,016,093, such limit to be reduced by:

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