notice important otherwise than to persons to whom …

IMPORTANTNOTICE

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offering Circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

CONFIRMATION OF YOUR REPRESENTATION: You have accessed the attached document on the basis that you have confirmed your representation to Coca-Cola European Partners plc (the “Issuer”) and to Banco Santander, S.A. and Barclays Bank PLC (together, the “Managers”) that (1) you are outside the United States and are not a U.S. person, as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”), nor acting on behalf of a U.S. person and, to the extent you purchase the securities described in the attached Offering Circular (the “Additional Notes”), you will be doing so pursuant to Regulation S under the Securities Act, (2) the electronic mail address to which the attached Offering Circular has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, and (3) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form.

You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Managers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer or the Managers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version.

Restrictions: The attached document is being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or to any U.S. person.

ANY ADDITIONAL NOTES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Managers or the Issuer that would or is intended to, permit a public offering of the Additional Notes, or possession or distribution of the Offering Circular (in preliminary or final form) or any other offering or publicity material relating to the Additional Notes, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Manager(s) or any affiliate of any Manager(s) is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Manager(s) or such affiliate on behalf of the Issuer in such jurisdiction.

This Offering Circular is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom (the “UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This Offering Circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients of this Offering Circular are not permitted to transmit it to any other person. The Additional Notes are not being offered to the public in the United Kingdom.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Additional Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The Offering Circular may only be communicated to persons in Ireland in compliance with the Irish Companies Act 2014 (as amended), the Prospectus Regulation (EU) 2017/1129, the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) of Ireland and the Market Abuse Regulation (EU 596/2014) (as amended).

Under no circumstances shall the Offering Circular (in preliminary or final form) constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Offering Circular who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Offering Circular.

You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function through your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Coca-Cola European Partners plc€250,000,000 1.500 per cent. Notes due 2027

(to be consolidated and to form a single series with the existing €400,000,000 1.500 per cent. Notes due 2027)Issue Price 106.050% plus accrued and unpaid interest from 8 November 2019 to (but excluding) the Issue

Date

The 1.500% Notes due 2027 (the “Additional Notes”) will mature on 8 November 2027, unless earlier redeemed in whole. The Managers, as listed and defined below, expect to deliver the Additional Notes to purchasers on or about 23 June 2020 (the “Issue Date”). We will pay interest on the Additional Notes annually in arrear on 8 November each year, beginning 8 November 2020. At any time, or from time to time, prior to 8 August 2027, we have the option to redeem all or a portion of the Additional Notes, on no less than 15 nor more than 45 days’ notice to holders thereof, at the make-whole price set forth in this offering circular (the “Offering Circular”), plus accrued and unpaid interest, if any. At any time on or after 8 August 2027, we have the option to redeem all or a portion of the Additional Notes at a redemption price equal to 100% of the principal amount of the Additional Notes to be redeemed plus accrued and unpaid interest to the date of redemption. In addition, the Additional Notes may be redeemed, at any time, in the event of certain developments affecting taxation. See “Description of Notes—Redemption upon Changes in Withholding Taxes.”

The Additional Notes will be unsecured and unsubordinated obligations. The Additional Notes will rank equally with all of our future unsecured senior indebtedness. The Additional Notes will be issued only in denominations of €100,000 and integral multiples of €1,000 in excess thereof.

On 8 November 2018, the Issuer issued €400,000,000 1.500 per cent. Notes due 2027 (the “Existing Notes” and together with the Additional Notes, the “Notes”), which were constituted by a fiscal agency agreement dated 8 November 2018 (supplemented as described herein, the “Fiscal Agency Agreement”).

The Additional Notes will be deposited with, and registered in the name of, a nominee for the common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), or a nominee of such common depositary. The Additional Notes will have a different ISIN number and Common Code than, and will not trade fungibly with, the Existing Notes during the period prior to and including the 40th day following the date upon which the Additional Notes will be delivered. After the 40th day following the date of delivery of the Additional Notes, certain selling restrictions (as described under “Subscription and Sale—United States”) with respect to the Additional Notes will terminate and Additional Notes will become fully fungible with, and have the same ISIN number and Common Code as, the Existing Notes. Please see “Subscription and Sale—General.” The Existing Notes and the Additional Notes will, after the 40th day following the date of delivery of the Additional Notes, be consolidated and form a single series and be treated as one single class for all purposes under the Fiscal Agency Agreement. See “Description of Notes.” Ownership of interests in the Additional Global Notes (as defined below), referred to in this description as “book-entry interests,” will be limited to persons that have accounts with Euroclear or Clearstream or their respective participants. The terms of the Fiscal Agency Agreement will provide for the issuance of definitive registered Additional Notes in certain circumstances. See “Book-Entry; Delivery and Form.”

The Existing Notes have been listed on the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. Application has been made to Euronext Dublin for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Additional Notes to be listed and admitted to trading on the Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of EU Directive 2014/65/EU (as amended or superseded) (“MiFID II”). There is no assurance that the Additional Notes will be listed and admitted to trading on the Global Exchange Market of Euronext Dublin.

Investing in the Additional Notes involves risks. Please refer to the risk factors beginning on page 2 of this Offering Circular and the risk factors included in Coca-Cola European Partners plc’s Annual Report on Form 20-F for the year ended 31 December 2019 (the “CCEP 20-F”) filed on 16 March 2020 with the US Securities and Exchange Commission (the “Commission”) and in our other reports filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which risk factors we incorporate by reference herein.

The Additional Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States. The Additional Notes are being sold outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) and are not being offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S).

The Additional Notes are not intended to be sold and should not be sold to retail investors in the European Economic Area or in the United Kingdom. Prospective investors are referred to the “Notice to Investors in the European Economic Area and the United Kingdom” hereunder for further information.

17 June 2020

Barclays Santander Corporate & Investment Banking

i

TABLE OF CONTENTS

PAGE

Notice to Investors..........................................................................................................................................................iiDocuments Incorporated by Reference...........................................................................................................................vForward-Looking Information.......................................................................................................................................viInformation about the Company .....................................................................................................................................1Risk Factors ....................................................................................................................................................................2Use of Proceeds...............................................................................................................................................................5Capitalisation ..................................................................................................................................................................6Selected Historical Financial Data..................................................................................................................................7Directors and Executive Officers and Corporate Governance........................................................................................8Principal Shareowners ..................................................................................................................................................19Description of Notes .....................................................................................................................................................20Book-Entry; Delivery and Form ...................................................................................................................................28Taxation ........................................................................................................................................................................31Subscription and Sale....................................................................................................................................................33Legal Matters ................................................................................................................................................................35Independent Registered Public Accounting Firm.........................................................................................................35Listing and General Information...................................................................................................................................36

No person is authorised to give any information or to make any representations other than those contained in this Offering Circular and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of Coca-Cola European Partners plc (“CCEP”) or the Managers. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this Offering Circular or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of CCEP since the date of this Offering Circular, or that the information herein is correct as of any time since its date. CCEP accepts responsibility for the information contained in this Offering Circular.

For a description of certain restrictions on offering and sales of Additional Notes and on distribution of this Offering Circular, see “Notice to Investors” and “Subscription and Sale.”

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to “dollars” and “$” are to United States dollars and references to “€” and “euro” are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended.

Unless provided otherwise or the context otherwise requires, references in this Offering Circular to (i) the “Company,” “Issuer,” “CCEP,” “we,” “us,” and “our” are to Coca-Cola European Partners plc and (ii) the “Group” are to Cola-Cola European Partners plc and its subsidiaries and subsidiary undertakings from time to time.

ii

NOTICE TO INVESTORS

We have prepared this Offering Circular solely for use in connection with the proposed offering of the Additional Notes described in this Offering Circular. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Additional Notes. Distribution of this Offering Circular to any person other than the offeree and any person retained to advise such offeree with respect to the purchase of Additional Notes is unauthorised, and any disclosure of any of the contents of this Offering Circular, without our prior written consent, is prohibited.

By accepting delivery of this Offering Circular, you agree to the foregoing restrictions and to make no photocopies of this Offering Circular or any documents referred to herein.

None of Banco Santander, S.A. and Barclays Bank PLC (together, the “Managers”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Circular. The Managers assume no responsibility for its accuracy or completeness. Nothing contained in this Offering Circular is or should be relied upon as a promise or representation by the Managers as to the past or future.

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Company in relation to the Additional Notes and is not itself seeking listing or admission of the Additional Notes to trading on the Global Exchange Market.

We accept responsibility for the information contained in this Offering Circular. To the best of our knowledge and belief, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us or the Managers.

The descriptions of the operations and procedures of Euroclear and Clearstream set forth in this Offering Circular, including the section entitled “Book-Entry; Delivery and Form,” are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. None of the Company or the Managers takes any responsibility for these operations and procedures and we urge investors to contact the systems or their participants directly to discuss these matters.

Any third party information described in the immediately preceding paragraph and included in this Offering Circular has been accurately reproduced and, as far as we are aware and are able to ascertain from the information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

The Managers will provide you with a copy of this Offering Circular and any related amendments or supplements. By purchasing the Additional Notes, you will be deemed to have acknowledged that you have reviewed this Offering Circular and have had an opportunity to request, and have received, all additional information that you need from us. You further acknowledge that the Managers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this Offering Circular.

You should rely only on the information contained in this Offering Circular or incorporated by reference herein. We have not, and the Managers have not, authorised any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Managers are not, making an offer to sell the Additional Notes in any jurisdiction except where the offer or sale is permitted. You should assume that the information appearing in this Offering Circular is accurate only as of the date on the front cover of this Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we, nor the Managers nor any of our or their respective representatives are making any representation to you regarding the legality of an investment in the Additional Notes, and you should not construe

iii

anything in this Offering Circular as legal, business, tax, or other advice. You should consult your own advisors as to the legal, tax, business, financial, and related aspects of an investment in the Additional Notes. Laws in certain jurisdictions may restrict the distribution of this Offering Circular and the offer and sale of the Additional Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer, or sell the Additional Notes or possess or distribute this Offering Circular, and you must obtain all applicable consents and approvals; neither we nor the Managers shall have any responsibility for any of the foregoing legal requirements.

Interests in the Additional Notes will be available initially in book-entry form. We expect that the Additional Notes sold will be issued in the form of one or more Global Notes (the “Additional Global Notes”). The Additional Global Notes will be deposited and registered in the name of a common depository (or its nominee) for Euroclear and Clearstream. Transfers of interests in the Additional Global Notes will be effected through records maintained by Euroclear and Clearstream and their respective participants. After the initial issue of the Additional Global Notes, the Additional Notes will not be issued in definitive registered form except under the circumstances described in the section “Book-Entry; Delivery and Form.”

This Offering Circular sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interest in the Additional Notes among participants of Euroclear and Clearstream. However, neither Euroclear or Clearstream is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued by any of them at any time. We will not, nor will the Managers, nor will any of our agents, have responsibility for the performance of the respective obligations of Euroclear and Clearstream or their respective participants under the rules and procedures governing their operations.

Application has been made to Euronext Dublin for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Additional Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of MiFID II.

You may not use any information herein for any purpose other than considering an investment in the Additional Notes.

We reserve the right to withdraw this offering of the Additional Notes at any time. We and the Managers reserve the right to reject any offer to purchase the Additional Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount of the Additional Notes sought by it.

This Offering Circular does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM

This Offering Circular has been prepared on the basis that any offer of Additional Notes in any Member State of the European Economic Area (“EEA”) or in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Additional Notes. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended or superseded).

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document (“KID”) required by Regulation (EU) No. 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

iv

MiFID II Product Governance / Professional Investors and Eligible Counterparties Only Target Market

Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Additional Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

This Offering Circular is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom (the “UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This Offering Circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons.

Recipients of this Offering Circular are not permitted to transmit it to any other person. The Additional Notes are not being offered to the public in the United Kingdom.

STABILISATION

In connection with the offering of the Additional Notes, Banco Santander, S.A. (the “Stabilising Manager”) (or persons acting on its behalf) may over-allot Additional Notes or effect transactions with a view to supporting the market price of the Additional Notes during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation action may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offering of the Additional Notes is made and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date on which the Company received the proceeds of the issue, or no later than 60 calendar days after the date of the allotment of the Additional Notes, whichever is the earlier. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on its behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilising Manager (or persons acting on their behalf) and on the Global Exchange Market of Euronext Dublin.

v

DOCUMENTS INCORPORATED BY REFERENCE

This Offering Circular incorporates by reference (i) the CCEP 20-F, (ii) CCEP’s report on Form 6-K (the “CCEP COVID-19 Update 6-K”) filed on 23 March 2020 with the Commission, (iii) CCEP’s report on Form 6-K (the “CCEP First Quarter Trading Update 6-K”) filed on 28 April 2020 with the Commission containing its interim results for the three months ended 27 March 2020 but only the report on Form 6-K filed with by CCEP with the Commission on 28 April 2020 which contains an introductory note regarding incorporation of the report on Form 6-K by reference into certain of CCEP’s registration statements with the Commission and (iv) CCEP’s report on Form 6-K (the “Correction to Annual Report on Remuneration 6-K”) filed on 1 May 2020 with the Commission. The CCEP 20-F is available on the Commission’s website at: https://www.sec.gov/Archives/edgar/data/1650107/000165010720000024/ccep2019annualreportfinal4.htm. The CCEP COVID-19 Update 6-K is available on the Commission’s website at: https://www.sec.gov/Archives/edgar/data/1650107/000165010720000031/a20200323ccepform6-kcovidx.htm. The CCEP First Quarter Trading Update 6-K is available on the Commission’s website at: https://www.sec.gov/Archives/edgar/data/1650107/000165010720000043/ccepq12020tradingupdate.htm. The Correction to Annual Report on Remuneration 6-K is available on the Commission’s website at: https://www.sec.gov/Archives/edgar/data/1650107/000165010720000024/ccep2019annualreportfinal4.htm.

The CCEP 20-F, the CCEP COVID-19 Update 6-K, the CCEP First Quarter Trading Update 6-K and the Correction to Annual Report on Remuneration 6-K have also been filed with Euronext Dublin.

The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding registrants like CCEP that file electronically with the Commission. The address of the Commission’s website is www.sec.gov.

Any statement contained in this Offering Circular or in any document incorporated or deemed to be incorporated by reference in this Offering Circular will be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained in this Offering Circular, or is deemed to be incorporated by reference in this Offering Circular, modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this Offering Circular.

Recent Developments

Since the balance sheet date, we have seen significant macro-economic uncertainty as a result of the coronavirus (“COVID-19”) outbreak. The scale and duration of this development remains uncertain. CCEP is well positioned given its current financial position, stable cash generation and good access to liquidity and has mitigation plans in place, which it continues to adapt as the situation evolves. The situation could however impact our full year 2020 earnings and cash flow. See “Risk Factors—Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic.” For further information on CCEP’s COVID-19 update, please refer to the CCEP COVID-19 Update 6-K and the CCEP First Quarter Trading Update 6-K, which are incorporated by reference herein.

Our revenue for the first three months ended 27 March 2020 decreased by €106 million or 4.0% as compared to the first three months ended 29 March 2019, from €2,584 million for the three months ended 29 March 2019 to €2,478 million for the three months ended 27 March 2020, reflecting challenging comparables, some customer disruption as a result of our planned pricing strategy and the initial impact of the COVID-19 pandemic across our markets, partially offset by innovation.

https://www.sec.gov/Archives/edgar/data/1650107/000165010720000024/ccep2019annualreportfinal4.htm

https://www.sec.gov/Archives/edgar/data/1650107/000165010720000031/a20200323ccepform6-kcovidx.htm

https://www.sec.gov/Archives/edgar/data/1650107/000165010720000043/ccepq12020tradingupdate.htm

https://www.sec.gov/Archives/edgar/data/1650107/000165010720000024/ccep2019annualreportfinal4.htm

http://www.sec.gov/

vi

FORWARD-LOOKING INFORMATION

This Offering Circular and any documents incorporated by reference herein may contain statements, estimates or projections that constitute “forward-looking statements” concerning the financial condition, performance, results, strategy and objectives of CCEP and its subsidiaries. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,” “outlook,” “guidance,” “possible,” “potential,” “predict” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from CCEP’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not limited to, waste and pollution; obesity concerns; water scarcity and poor quality; evolving consumer preferences; increased competition and capabilities in the marketplace; product safety and quality concerns; increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key retail or foodservice customers; fluctuations in foreign currency exchange rates; fluctuations in the stability of the euro; interest rate increases; an inability of CCEP to maintain good relationships with its partners; a deterioration in its partners’ financial condition; increases in income tax rates, changes in income tax laws or unfavourable resolution of tax matters; increased or new indirect taxes in CCEP’s tax jurisdictions; increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labelling or warning requirements or limitations on the availability of CCEP’s respective products; an inability of CCEP to protect its respective information systems against service interruption, misappropriation of data or breaches of security; unfavourable general economic or political conditions in Europe or elsewhere; the United Kingdom’s exit from the European Union; litigation or legal proceedings; non-compliance with anti-corruption laws and regulations and economic sanctions programmes; adverse weather conditions; climate change; damage to CCEP’s respective brand images and corporate reputation from negative publicity, even if unwarranted, related to product safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to CCEP’s respective products or business operations; changes in accounting standards; an inability of CCEP to achieve its respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of CCEP’s respective counterparty financial institutions; fluctuations in CCEP’s debt rating; an inability to timely implement any previously announced actions to reinvigorate growth, or to realise the economic benefits CCEP anticipates from these actions; failure to realise a significant portion of the anticipated benefits of strategic relationships; an inability to renew collective bargaining agreements on satisfactory terms, or CCEP or its respective partners experience strikes, work stoppages or labour unrest; future impairment charges; an inability to realise business integration and synergy savings; difficulty of recruiting employees; labour and union unrest; an inability to successfully manage the possible negative consequences of productivity initiatives; global or regional catastrophic events; and other risks discussed in the CCEP 20-F, such as widespread outbreaks of infectious disease including the adverse impact that the COVID-19 pandemic and related social distancing measures implemented in many of CCEP’s markets may have on its financial results, operations, workforce and demand for CCEP’s products. In particular, the extent to which the ongoing COVID-19 pandemic and measures taken in response impact CCEP’s business, operations and financial results will depend on future developments, which are highly uncertain and cannot be predicted. Due to these risks and uncertainties, CCEP’s actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set out in CCEP’s forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. CCEP does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required under applicable rules, laws and regulations. CCEP assumes no responsibility for the accuracy and completeness of any forward-looking statements. Any or all of the forward-looking statements contained in this Offering Circular and in any other of CCEP’s public statements may prove to be incorrect.

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INFORMATION ABOUT THE COMPANY

CCEP

We and our subsidiaries are a leading consumer goods group in Western Europe, selling, making and distributing an extensive range of non-alcoholic ready-to-drink beverages and are the world’s largest Coca-Cola bottler based on revenue. We serve a consumer population of over 300 million across Western Europe, including Andorra, Belgium, continental France, Germany, Great Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal, Spain and Sweden. Our ordinary shares are listed on Euronext Amsterdam, the New York Stock Exchange, London Stock Exchange and the continuous market of the Spanish Stock Exchange, trading under the symbol CCEP.

See “Item 4—B – Business overview.” under the heading, “Form 20-F Table of Cross References,” in the CCEP 20-F, which is incorporated herein by reference.

We are a public limited company organised under the laws of England and Wales (registered number 9717350) formed on 4 August 2015. Our principal executive offices are located at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom, and main switchboard telephone number at that address is +44 (0)1895 231 313.

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RISK FACTORS

An investment in the Additional Notes involves risks. In consultation with your financial and legal advisers, you should carefully consider, among other matters, the risk factors set forth below, as well as the risk factors in the CCEP 20-F and our other reports filed with the Commission, as they may be amended, updated or modified in our reports filed with the Commission, which risk factors we incorporate by reference herein, before deciding whether an investment in the Additional Notes is suitable for you.

Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic.

Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic. COVID-19 was first identified in Wuhan, China in late 2019, and subsequently declared a pandemic by the World Health Organization. This pandemic, which has now spread to nearly all regions around the world, as well as measures taken in response to contain or mitigate the pandemic, have caused and are continuing to cause business slowdown or shutdown in affected areas, as well as significant disruption in the financial markets globally.

On 23 March 2020, in the CCEP COVID-19 Update 6-K, we withdrew our guidance for the current financial year. Since that time, the scale and magnitude of the COVID-19 pandemic and related response measures have increased significantly. On 28 April 2020, in the CCEP First Quarter Trading Update 6-K, we provided a trading update on the impact of the COVID-19 outbreak.

At this time, we are unable to accurately assess the impact of the pandemic on our business and operations. We cannot predict the degree to which, or the time period over which, our business will continue to be affected by the COVID-19 pandemic and the related response measures. To date, the impacts on our business from the COVID-19 pandemic and related response measures have included, but are not limited to, the following:

social distancing measures, including the closure of away-from-home channels such as hotels, bars and restaurants and restrictions on large events or gatherings, having been introduced in most of our markets, leading to a negative impact on sales;

travel restrictions imposed by many countries resulting in a steep drop in passenger numbers and a significant decline in tourism;

regulatory restrictions, safety protocols and heightened sanitation measures resulting in reductions in levels of activity at certain of our production sites and offices; and

disruptions in supply chains and routes to market, or those of our suppliers and/or distributors, which could result in an increase in our costs of production and distribution.

The impacts of the COVID-19 pandemic and related response measures worldwide, including the impacts described above, have had and may continue to have an adverse effect on global economic conditions, as well as on our business, results of operations, cash flows and financial condition. Even those regions that are beginning to experience business recovery or the scaling back of response measures may experience further impacts from COVID-19 or suffer a resurgence of COVID-19 cases, and economic activity in those regions may not recover quickly or at all, which may materially adversely impact global economic conditions. This could in turn lead to a further decline in discretionary spending by consumers. The impacts of the COVID-19 pandemic and related response measures, in particular with respect to expectations of future cash flows, may result in material write-downs or impairments recognised by us in connection with our interim results for the six months ended 26 June 2020 or in other future periods.

In addition, the impact of the COVID-19 pandemic on global economic conditions has impacted and may continue to impact the proper functioning of financial and capital markets, as well as foreign currency exchange rates, commodity and energy prices and interest rates. Responses to the COVID-19 pandemic may also result in both short-term and long-term changes to fiscal and tax policies in impacted jurisdictions, including increases in tax rates. Although we completed the issuance of €600 million in notes on 27 March 2020, currently have committed bank

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facilities of €1.5 billion and may take other actions to enhance our liquidity, including entering into new committed bank facilities, there is no guarantee that our existing arrangements or any future arrangements will provide sufficient liquidity over the course of the COVID-19 pandemic, and the impacts of the COVID-19 pandemic and related response measures may adversely impact our liquidity or financial position. In particular, a continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access, or costs of, capital or borrowings, our liquidity, our financial position, our ability to comply with any applicable financial covenants or our credit ratings.

Moreover, we may experience reputational harm as a result of our response to the COVID-19 pandemic, including with respect to our ability to fulfill contractual obligations.

Any of the foregoing developments may have a material adverse effect on our business, financial condition, cash flows and results of operations and the COVID-19 pandemic may also have the effect of heightening many of the risks described in this Offering Circular.

The Additional Notes will be effectively subordinated to our subsidiaries’ existing and future indebtedness.

Substantially all of our operations are conducted through our subsidiaries. As a result, our cash flow and debt servicing, including the Additional Notes, will depend in large part upon our subsidiaries’ cash flows and their ability to make dividend or other intercompany loan payments to us. Additionally, except to the extent our subsidiaries guarantee the Additional Notes or we may be a creditor with recognised claims against such subsidiaries, the claims of creditors of our subsidiaries will have priority with respect to the assets and earnings of such subsidiaries over claims of our direct creditors, including holders of the Additional Notes.

An active market for the Additional Notes may not develop.

The Additional Notes constitute an additional issue of securities by the Issuer. After the 40th day following date upon which the Additional Notes will be delivered, certain selling restrictions (as described under “Subscription and Sale—United States”) with respect to the Additional Notes will terminate and the Additional Notes will be consolidated and form a single series with the Existing Notes and become fully fungible with the Existing Notes. However, the Notes may not have an established trading market and we cannot assure the investors that, to the extent it has developed, an active trading market for the Notes will be maintained. Although we have made an application for the Additional Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin, we cannot assure you that the Additional Notes will become or will remain listed or admitted to trading. We cannot assure you as to the liquidity of any market that may develop for the Additional Notes, the ability of holders of the Additional Notes to sell them, or the price at which the holders of the Additional Notes may be able to sell them. The liquidity of any market for the Additional Notes will depend on the number of holders of the Notes, prevailing interest rates, the market for similar securities, and other factors, including general economic conditions and our own financial condition, performance, and prospects. As a result, we cannot assure you that an active trading market for the Additional Notes, to the extent an active market for the Notes has developed, will be maintained.

We cannot assure you that the procedures for book-entry interests to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of your rights under the Additional Notes.

Unless and until Additional Notes in definitive registered form are issued in exchange for Additional Global Notes, owners of book-entry interests will not be considered owners or holders of the Additional Notes except in the limited circumstances provided in the Fiscal Agency Agreement. The common depositary for Euroclear and Clearstream (or its nominee) will be the sole registered holder of the Additional Global Notes representing the Additional Notes. After payment to the common depositary, we will have no responsibility or liability for the payment of interest, principal, or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear or Clearstream, as applicable, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder under the Fiscal Agency Agreement. See “Book-Entry; Delivery and Form.”

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Unlike the holders of the Additional Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers, or other actions from holders of the Additional Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any request actions on a timely basis.

Similarly, upon the occurrence of an event of default under the Fiscal Agency Agreement, if you own a book-entry interest, you will be restricted to acting through Euroclear or Clearstream. We cannot assure you that the procedures to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of rights under the Additional Notes. See “Book-Entry; Delivery and Form.”

There may be risks associated with foreign currency judgments.

The Fiscal Agency Agreement and the Additional Notes referred to in this Offering Circular will be governed by, and construed in accordance with, the laws of the State of New York. An action based upon an obligation payable in a currency other than US dollars may be brought in courts in the United States. However, courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than US dollars. In addition, it is not clear whether, in granting a judgment, the rate of conversion would be determined with reference to the date of default, the date judgment is rendered, or any other date. The Judiciary Law of the State of New York provides, however, that an action based upon an obligation payable in a currency other than US dollars will be rendered in the foreign currency of the underlying obligation and converted into US dollars at a rate of exchange prevailing on the date the judgment or decree is entered. In these cases, holders of foreign currency securities would bear the risk of exchange rate fluctuations between the time the amount of judgment is calculated and the time the foreign currency was converted into US dollars and paid to the holders.

You should consult your own financial and legal advisors as to the risks entailed by an investment in the Additional Notes. The Additional Notes are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately €266.5 million, after deducting certain offering expenses including the management and underwriting commission. We expect to use the net proceeds to repay maturing debt and for other general corporate purposes.

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CAPITALISATION

The following table sets forth CCEP’s capitalisation and cash and cash equivalents on a consolidated basis as of 31 December 2019. CCEP’s capitalisation and cash and cash equivalents are presented:

on an actual basis; and

as adjusted to give effect to this offering and the application of €184 million of net proceeds therefrom to repay outstanding commercial paper.

At 31 December 2019Actual(1) As Adjusted

(in millions)Cash and cash equivalents ..............................................................................................€ 316 € 398Short-term borrowings....................................................................................................799 617Long-term borrowings ....................................................................................................5,622 5,886Total borrowings.............................................................................................................6,421 6,503

Total equity.....................................................................................................................6,156 6,156

Total capitalisation..........................................................................................................€ 12,577 € 12,659

(1) For short term borrowings, as of 22 May 2020, the Group has issued commercial papers in the net amount of €434 million since 31 December 2019, and made early repayments of USD 145 million on 6 February 2020. For long term borrowings, the Group made early repayments of USD 110 million on 6 February 2020 and on 25 March 2020 issued notes amounting to €600 million and maturing in 2026.

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SELECTED HISTORICAL FINANCIAL DATA

Our historical consolidated financial data presented in the table below is not necessarily indicative of our results of operations or financial position for any future period and should be read in conjunction with our audited consolidated financial statements as of 31 December 2019 and 2018, and for each of the three years in the period ended 31 December 2019, including the notes thereto, which are set out in the CCEP 20-F, which is incorporated by reference herein.

The audited consolidated financial statements of CCEP as of 31 December 2019 and 2018, and for each of the three years in the period ended 31 December 2019 are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act 2006.

For the Years Ended 31 December

(in millions) 2019 2018 2017

OPERATIONS SUMMARYRevenue € 12,017 € 11,518 € 11,062

Cost of sales (7,424) (7,060) (6,772)

Gross profit 4,593 4,458 4,290

Selling and distribution expenses (2,258) (2,178) (2,124)

Administrative expenses (787) (980) (906)

Operating profit 1,548 1,300 1,260

Finance income 49 47 48

Finance costs (145) (140) (148)

Total finance costs, net (96) (93) (100)

Non-operating items 2 (2) (1)

Profit before taxes 1,454 1,205 1,159

Taxes (364) (296) (471)

Profit after taxes 1,090 909 688

As at 31 December

(in millions) 2019 2018

PERIOD-END FINANCIAL POSITIONIntangible assets € 8,506 € 8,384Goodwill 2,520 2,518Property, plant, and equipment 4,205 3,888Total assets 18,685 18,216Total borrowings 6,421 5,618Total equity 6,156 6,564

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DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Senior Managers, in addition to the Directors listed below, are as follows:

Senior Managers

Name Age Position

Manik Jhangiani 54 Chief Financial OfficerClare Wardle 58 General Counsel & Company SecretaryJosé Antonio Echeverria 48 Chief Customer Service and Supply Chain OfficerPeter Brickley 59 Chief Information OfficerLauren Sayeski 45 Chief Public Affairs, Communications and Sustainability OfficerVictor Rufart 58 Chief Strategy OfficerNick Wall 61 Chief People and Culture OfficerLeendert den Hollander 51 General Manager, Great Britain Frank Molthan 59 General Manager, GermanyFrancesc Cosano 60 General Manager, IberiaBen Lambrecht 56 General Manager, FranceStephen Moorhouse 54 General Manager, Northern Europe

Manik (Nik) Jhangiani (Chief Financial Officer)

Appointed: May 2016

Nik has more than 25 years of finance experience, including 18 years within the Coca-Cola system, latterly as Senior Vice President and CFO for Coca-Cola Enterprises, Inc. Nik started his career in New York at accountancy firm Deloitte & Touche before spending two years at Bristol-Myers Squibb as International Senior Internal Auditor. He then joined the Colgate-Palmolive Company in New York where he was appointed Group Financial Director for the Nigerian operations, before moving to The Coca-Cola Company (“TCCC”) in Atlanta. He is a Certified Public Accountant.

Clare Wardle (General Counsel and Company Secretary)

Appointed: July 2016

Clare leads legal, risk, compliance, security and company secretariat. Prior to joining CCEP, she was Group General Counsel at Kingfisher plc, Commercial Director, General Counsel and Company Secretary at Tube Lines and held senior roles at the Royal Mail Group. She began her career as a barrister before moving to Hogan Lovells. Clare is non-executive chairman of Basketball England, non-executive director of The City of London Investment Trust plc and senior independent director of Modern Pentathlon GB.

José Antonio Echeverría (Chief Customer and Supply Chain Officer)

Appointed: September 2019

José Antonio leads CCEP’s end to end supply chain. He is focused on creating a superior experience for our customers, while delivering an expanded and sustainable portfolio of drinks and packaging. He has been a part of the Coca-Cola system since 2005, serving as Vice President of Strategy and Transformational Projects for the Iberia business unit, and Vice President, Strategy and Coordination for Supply Chain across Coca-Cola European Partners.

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Peter Brickley (Chief Information Officer)

Appointed: November 2016

Peter leads the business solutions, support services and technology infrastructure at CCEP, including steering CCEP’s investments in technology solutions. Peter has over 20 years’ experience leading technology for global businesses including Heineken, Centrica and BAT. More recently, he was Global CIO and Managing Director of Global Business Services at SAB Miller. Peter is also non-executive chairman of Newbury Building Society.

Lauren Sayeski (Chief Public Affairs, Communications and Sustainability Officer)

Appointed: May 2016

Lauren leads CCEP’s strategic engagement with media, policymakers, civil society and community stakeholders. Lauren has worked in the Coca-Cola system for over 12 years in roles across the spectrum of public affairs and communications. She has served on transaction teams for the 2010 sale of Coca-Cola Enterprises’ North American operations to TCCC and, most recently, on the merger to create CCEP.

Victor Rufart (Chief Strategy Officer)

Appointed: October 2016

Victor leads business strategy and business transformation. Prior to joining CCEP, he was CEO of Coca-Cola Iberian Partners, S.A. and spent 25 years at Cobega, S.A. While with Cobega, S.A., he held a number of senior roles including Director of New Business, Head of Finance, advisor in the formation of the Equatorial Coca-Cola Bottling Company and Head of Tax Planning.

Nick Wall (Chief People and Culture Officer)

Appointed: September 2016

Nick heads CCEP’s people and culture function and has been working within the Coca-Cola system for over 30 years. He started his career in his native Ireland, before progressing through international positions, based in Austria, Turkey, USA, Zimbabwe and Swaziland. Before joining CCEP, Nick was Senior Vice-President HR for TCCC’s Bottling Investment Group—with more than 80,000 employees in 25 countries around the world. Prior to that, he was Group Head of HR for Europe, Eurasia and Middle East for TCCC. He worked for a Pfizer Inc. company before joining Coca-Cola.

Leendert den Hollander (General Manager, Great Britain Business Unit)

Appointed: May 2016

Leendert is responsible for CCEP’s business unit in Great Britain, having been Vice President and General Manager of Coca-Cola Enterprises Great Britain. Previously, he was CEO of Young’s Seafood and Managing Director at Findus Group Ltd. Earlier in his career, Leendert spent 15 years at Procter & Gamble in senior marketing positions. Leendert is President of the British Soft Drinks Association and a member of the Leadership Council of the Institute of Grocery Distribution.

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Frank Molthan (General Manager, Germany Business Unit)

Appointed: May 2016

Frank leads CCEP’s business unit in Germany and has over 30 years’ experience in Germany’s Coca-Cola system. He started his career at Coca-Cola bottling operations in Schleswig-Holstein and North Rhine-Westphalia. He has held a range of regional and commercial leadership roles, latterly as HR Director for Coca-Cola Germany. He was also Managing Director of Coca-Cola Deutschland Verkauf GmbH and Co. KG.

Francesc Cosano (General Manager, Iberia Business Unit)

Appointed: May 2016

Francesc leads CCEP’s business unit in Spain, Portugal and Andorra. He was previously the Operations Director then Managing Director of Coca-Cola Iberian Partners, S.A. Francesc has been part of the Coca-Cola system for over 30 years, and involved in a number of sales management positions and ultimately as Sales Director then Deputy General Manager. He has also worked as Regional Director for the Leche Pascual, S.A. group, in Anglo Española de Distribución, S.A.

Ben Lambrecht (General Manager, France Business Unit)

Appointed: May 2016

Ben is responsible for CCEP’s business unit in France, having worked in the Coca-Cola system in various leadership positions for more than 20 years, latterly as Vice President and General Manager France of Coca-Cola Enterprises, Inc. Ben’s career began at KPMG, followed by several years in other companies including Biscuits Delacre. Ben is a director of the French Soft Drinks Association (Boissons Rafraîchissantes de France) and of the French Food Association (Association Nationale de l’Industrie Alimentaire). Ben’s appointment will terminate at the end of June 2020.

Stephen Moorhouse (General Manager, Northern Europe Business Unit)

Appointed: May 2016

Stephen is responsible for CCEP’s business unit in Northern Europe and has 17 years’ experience in the Coca-Cola system, leading operations and supply chain in Belgium, Luxembourg, the Netherlands, Sweden, Norway and Iceland. Stephen has held a number of other senior executive roles throughout Europe. Prior to joining, he worked overseas for the Swire Group in the US and Asia Pacific region.

Potential Conflicts of Interest

Save as set out below in this “Directors and Executive Officers—Potential Conflicts of Interest” section or otherwise disclosed in this “Directors and Executive Officers” section of this Offering Circular, there are no potential conflicts of interest between any duties owed by the Directors or Senior Managers to the Company and their private interests or other duties.

Under its terms of reference the nomination committee of the CCEP Board of Directors (the “Board”) considers issues involving potential conflicts of interest of directors and members of committees. Sol Daurella is the Co-Chairman and member of the Executive Committee of, Cobega, as well as a shareholder of Cobega. Alfonso Líbano Daurella is Co-Vice Chairman and member of the Executive Committee of, as well as a shareholder of Cobega. Mario Rotllant Solá is Co-Chairman and a member of the Executive Committee of Cobega. Sol Daurella and Alfonso Líbano Daurella are indirect shareholders of Grupo Norte de Distribucion, S.L., a subsidiary of Cobega that has a commercial agreement with CCEP for the distribution of our products. In addition, Sol Daurella and Alfonso Líbano Daurella are indirect shareholders of Daufood U. Lda., a subsidiary of Cobega that has a

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commercial agreement with CCEP for the purchase of our products. Delivra, S.L. and Gadisven, S.A., both subsidiaries of Cobega, provide equipment maintenance services to CCEP. CCEP also currently has agreements in place for the supply of products to Gadisven, S.A., the vending company. Sol Daurella and Alfonso Líbano Daurella also hold, through Cobega, an interest in Norinvest Consumo, S.L. (Norinvest). Norinvest has a lease agreement in place with Norbega S.A., a subsidiary of CCEP. Irial Finan held until March 2018, and Francisco Crespo Benítez continues to hold, various roles within (including as employees of) TCCC. The Board believes that the systems it has in place for reporting situational conflicts (situations where a director has an interest that conflicts, or may conflict, with the interests of the Company) are operating effectively.

Board of Directors of CCEP

The following table lists our directors. Their biographical information is available below.

Name Age Position

Sol Daurella Comadrán ...........................................................................................54 ChairmanDamian Gammell ....................................................................................................50 Chief Executive OfficerJosé Ignacio Comenge Sánchez-Real......................................................................68 Non-executive DirectorFrancisco Crespo Benítez........................................................................................54 Non-executive DirectorIrial Finan ................................................................................................................63 Non-executive DirectorÁlvaro Gómez-Trénor Aguilar................................................................................68 Non-executive DirectorAlfonso Líbano Daurella.........................................................................................65 Non-executive DirectorMario Rotllant Solá .................................................................................................68 Non-executive DirectorJan Bennink.............................................................................................................63 Independent Non-executive DirectorChristine Cross ........................................................................................................69 Independent Non-executive DirectorJavier Ferrán............................................................................................................63 Independent Non-executive DirectorNathalie Gaveau ......................................................................................................44 Independent Non-executive DirectorThomas H. Johnson.................................................................................................70 Independent Non-executive DirectorDagmar Kollmann...................................................................................................55 Independent Non-executive DirectorLord Mark Price ......................................................................................................59 Independent Non-executive DirectorDessi Temperley 47 Independent Non-executive DirectorGarry Watts .............................................................................................................63 Independent Non-executive Director

The Company’s registered address serves as the business address for all members of the Board.

Shareholders’ Agreement

The Company entered into a shareholders’ agreement (the “Shareholders’ Agreement”), dated 28 May 2016, by and among the Company, Olive Partners S.A. (“Olive HoldCo”), European Refreshments (“Red 1”), Coca-Cola GmbH (“Red 2”) and Vivaqa Beteiligungs GmbH & Co. KG (“Red 3”; Red 1, Red 2 and Red 3 together, “Red”). Under the Shareholders’ Agreement, among other matters, the procedures governing the appointment and removal of directors nominated by Red and Olive HoldCo, and the appointment and removal of the Chairman and the CEO, depend on the levels of Olive HoldCo’s and Red’s respective shareholdings in CCEP.

Sol Daurella Comadrán (Chairman)

Date appointed to the Board: May 2016Independent: No

Key strengths / experience:

Experienced director of public companies operating in an international environment A deep understanding of FMCG and our markets Extensive experience at Coca-Cola bottling companies Strong international strategic and commercial skills

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Key external commitments: Co-Chairman and member of the Executive Committee of Cobega, S.A., Executive Chairman of Olive Partners, S.A., Co-Chairman of Grupo Cacaolat, S.L., director of Equatorial Coca-Cola Bottling Company, S.L., director and a member of the Appointments, Remuneration and Responsible Banking, Sustainability and Culture Committees of Banco Santander

Previous roles: Various roles at the Daurella family’s Coca-Cola bottling business, Chairman and CEO of Coca-Cola Iberian Partners, S.A., director of Vifilfell hf, director of Banco de Sabadell, Ebro Foods and Acciona

Damian Gammell (Chief Executive Officer)

Date appointed to the Board: December 2016Independent: No


Strategy development and execution experience Vision, customer focus and transformational leadership Developing people and teams Over 25 years of leadership experience and in-depth understanding of the NARTD industry and within the

Coca-Cola system

Key external commitments: N/A

Previous roles: A number of senior executive roles in the Coca-Cola system, also Managing Director and Group President of Efes Soft Drinks, and President and CEO of Anadolu Efes S.K.

José Ignacio Comenge Sánchez-Real (Non-executive Director)



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

Key external commitments: Director of Olive Partners, S.A., ENCE Energía y Celulosa, S.A., Companía Vinícola del Norte de Espana, S.A., Ebro Foods S.A., Barbosa & Almeida SGPS, S.A., Azora, S.A. and Ball Beverage Can Iberica, S.L.

Previous roles: Senior roles in the Coca-Cola system, AXA, S.A., Aguila and Heineken Spain, Vice-Chairman and CEO of MMA Insurance

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Francisco Crespo Benítez (Non-executive Director)

Date appointed to the Board: March 2018Independent: No


Extensive experience of working in the Coca-Cola system Deep understanding of integrated global marketing and corporate strategy Proven track record of leading customer and commercial teams Possesses a strong network at TCCC Seasoned operator in charge of profit and loss

Key external commitments: Senior Strategic Advisor at TCCC

Previous roles: Senior Vice President and Chief Growth Officer of TCCC, President of TCCC’s Mexico and South Latin business units, President of the Coca-Cola Foundation in Chile, director and Vice President respectively of the American Chambers in Chile and Argentina, and also served on the boards of Zurich and Zurich Compañía de Seguros, S.A. in Mexico.

Irial Finan (Non-executive Director)

Date appointed to the Board: April 2016Independent: No


Extensive international management experience Strong track record of growing businesses Extensive experience of working in the Coca-Cola system Invaluable insight in relation to International strategy Possesses a strong network at TCCC

Key external commitments: Director of Coca-Cola Bottlers Japan Inc., Fortune Brands Home & Security, Inc. and the Smurfit Kappa Group plc

Previous roles: Director and senior roles in the Coca-Cola system throughout his career including as CEO of Coca-Cola HBC AG, President of Bottling Investments Group, Executive Vice President of TCCC and director of Coca-Cola Amatil, Coca-Cola Enterprises, Inc., G2G Trading, Coca-Cola East Japan and Coca-Cola FEMSA

Álvaro Gómez-Trénor Aguilar (Non-executive Director)

Date appointed to the Board: March 2018Independent: No

Key strengths/ experience:

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

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Key external commitments: Director of Olive Partners, S.A., Global Omnium (Aguas de Valencia, S.A.) and Sinensis Seed Capital SCR de RC, S.A.

Previous roles: 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

Alfonso Líbano Daurella (Non-executive Director)



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 corporate social responsibility committee chair

Key external commitments: Vice Chairman and member of the Executive Committee of Cobega S.A., director of Olive Partners, S.A., Chairman of Equatorial Coca-Cola Bottling Company, S.L., director of Grupo Cacaolat, S.L., Vice-Chairman of MECC Soft Drinks JLT, director of The Coca-Cola Bottling Company of Egypt, S.A.E, Chair of the Polaris Committee and member of the Ambassador’s Circle of the Family Business Network and member of the board of the American Chamber of Commerce in Spain

Previous roles: 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.

Mario Rotllant Solá (Non-executive Director)



Deep understanding of the Coca-Cola system Extensive International experience in the food and beverage industry Experience of dealing with regulatory and political bodies Experience of chairing a remuneration committee

Key external commitments: 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. and Copesco Sefrisa, S.A.

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

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Jan Bennink (Non-executive Director)

Date appointed to the Board: May 2016Independent: Yes


Chairman/CEO of multinational public companies Extensive experience in FMCG, including the food and beverage industry Thorough understanding of global and Western European markets Strong strategic, marketing and sales experience relevant to the beverage industry

Key external commitments: N/A

Previous roles: CEO of Royal Numico N.V., Executive Chairman of Sara Lee Corporation, Chairman and CEO of DE Masterblenders 1753 N.V., director of Boots Company plc, Dalli-Werke GmbH & Co KG and Kraft Foods Inc. and a member of the Advisory Board of ABN Amro Bank

Christine Cross (Non-executive Director)



In depth experience working in the food and beverage industry Consults on international business strategy, marketing and business development Global perspective on CCEP’s activities Experience of chairing remuneration committees

Key external commitments: Director of Christine Cross Ltd, Hilton Food Group plc and Pollen Estate and member of the Supervisory Board of Zooplus AG

Previous roles: Director of Brambles Limited, Fenwick Limited, Kathmandu Holdings Limited, Next plc, Woolworths (Au) plc, Sobeys (Ca) plc, Plantasgen, Fairmont Hotels Group plc, Sonae - SGPS, S.A., Premier Foods plc and Taylor Wimpey plc

Javier Ferrán (Non-executive Director)



Extensive experience in consumer brands and sales and marketing within the beverage industry Broad strategic understanding of the sector Deep experience of international commercial matters Financial and operational background

Key external commitments: Chairman of Diageo plc, director of International Consolidated Airlines Group, Senior Advisor to Blackrock Long Term Private Capital

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Previous roles: Partner at Lion Capital LLP, President and CEO of Bacardi Limited, senior independent director and director of Associated British Foods plc and director of SABMiller plc and William Grant & Sons Ltd

Nathalie Gaveau (Non-executive Director)

Date appointed to the Board: January 2019Independent: Yes


Successful tech entrepreneur Expert in e-commerce and digital transformation, mobile, data and social marketing International consumer goods experience

Key external commitments: Partner and Managing Director BCG Digital Ventures, Non-executive director of Calida Group and HEC Paris

Previous roles: Founder and CEO 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

Thomas H. Johnson (Non-executive Director and Senior Independent Director)



Chair and CEO of international public companies Manufacturing and distribution expertise Extensive international management experience in Europe Investment experience

Key external commitments: Chief Executive Officer of The Taffrail Group, LLC and director of Universal Corporation

Previous roles: Chairman and CEO of Chesapeake Corporation, President and CEO of Riverwood International Corporation, director of Coca-Cola Enterprises, Inc., GenOn Corporation, Mirant Corporation, ModusLink Global Solutions, Inc., Superior Essex Inc. and Tumi, Inc.

Dagmar Kollmann (Non-executive Director)



Expert in finance and international listed groups Thorough understanding of capital markets and mergers and acquisitions Extensive commercial and investor relations experience Strong executive and senior leadership experience in global businesses Risk oversight and corporate governance expertise

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Key external commitments: Deputy Chairman of the Supervisory Board of Deutsche Pfandbriefbank, a non-executive director of Uniball-Rodamco-Westfield, Deutsche Telekom and KfW IPEX Bank, and Commissioner in the German Monopolies Commission

Previous roles: CEO and Country Head in Germany and Austria for Morgan Stanley, member of the board of Morgan Stanley International Ltd in London and Associate Director of UBS in London

Lord Mark Price (Non-executive Director)



Extensive experience in the retail industry A deep understanding of international trade Strong strategic and development skills

Key external commitments: Member of the House of Lords, Founder of Engaging Works, Member of Council at Lancaster University, Chair of Trustees of the Fairtrade Foundation UK and President Elect of the Chartered Management Institute

Previous roles: Managing Director of Waitrose and Deputy Chairman John Lewis Partnership, Non-executive Director and Deputy Chairman of Channel 4 TV and Minister of State for Trade and Investment and Trade Policy, Chair of Business in the Community and The Prince’s Countryside Fund

Dessi Temperley (Non-executive Director)



Financial and technical accounting expertise Strong commercial insights and knowledge of European markets International consumer brands experience

Key external commitments: Group CFO of Beiersdorf and member of the supervisory board of tesa SE

Previous roles: 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

Garry Watts (Non-executive Director)

Date appointed to the Board: April 2016Independent: Yes


Extensive business experience in Western Europe and the UK, including as CEO of a global consumer goods business

Served as executive and non-executive director in a broad variety of sectors and previously chaired the Audit Committee of a sizeable company

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Financial expertise, experience and skills Formerly an auditor

Key external commitments: Chairman of Spire Healthcare Group plc and Senior Independent Director of Circassia Pharmaceuticals plc

Previous roles: Audit partner at KPMG LLP, CFO of Medeva plc, CEO of SSL International, director of Coca-Cola Enterprises, Inc., Deputy Chairman and Audit Committee Chairman of Stagecoach Group plc and Protherics plc and Chairman of BTG plc and Foxtons Group plc

Corporate Governance of CCEP

The governance framework of the Company is set out in the Company’s Articles of Association and the Shareholders’ Agreement. These provide a high level framework for the Company’s affairs, governance and relationship with its stakeholders and its shareholders. The Company follows the July 2018 edition of the UK Corporate Governance Code (the “2018 UKCGC”) issued by the Financial Reporting Council (the “FRC”) on a comply or explain basis. CCEP is not subject to the 2018 UKCGC as it only has a standard listing of ordinary shares on the Official List maintained by the UK Financial Conduct Authority of securities issued by companies for the purpose of those securities being traded on a UK regulated market such as the London Stock Exchange. However, the Company has chosen to apply the 2018 UKCGC to demonstrate its commitment to good governance as an integral part of its culture. A copy of the 2018 UKCGC is available on the FRC’s website at https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code. See “Corporate Governance Report—Statement of compliance with the UK Corporate Governance Code” in the CCEP 20-F.

https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code

https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code

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PRINCIPAL SHAREOWNERS

The following table shows the number of our ordinary shares beneficially owned by each person known to us as having beneficial ownership of more than 5% of our ordinary shares. The number of shares owned and percent of class is as of the date on which the latest relevant disclosures were made to the Company in accordance with the UK’s Disclosure Guidance and Transparency Rules (the “DTRs”). The table reflects all disclosures made to the Company up to and including 12 June 2020.

Name

Number of Ordinary Shares

Owned Percent of Class(1)

Cobega, S.A.(2) 166,128,987 36.10%

TCCC(3) 87,950,640 19.01%

The Capital Group Companies, Inc. 19,552,637 4.29%

(1) The percent of class is calculated as at the date on which the relevant disclosure was made to the Company. These have not been updated to reflect changes in the total issued share capital since notification and so may not represent the percentage interest as at the date of this Offering Circular.

(2) Held indirectly through its 56.03% owned subsidiary, Olive Partners, S.A.(3) Held indirectly through its wholly-owned subsidiary, European Refreshments.

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DESCRIPTION OF NOTES

On 8 November 2018, the Issuer issued €400,000,000 1.500 per cent. Notes due 2027 (the “Existing Notes”), which were constituted by the Original Fiscal Agency Agreement (as defined below). The conditions for release of the guarantee by Coca-Cola European Partners US, LLC (the “CCEP US Guarantee”) in respect of the Existing Notes were fulfilled on 6 February 2020 and, accordingly, the Existing Notes and any additional notes to be consolidated and to form a single series with the Existing Notes no longer benefit from the CCEP US Guarantee. In this section of the Offering Circular, the expression “Notes” means the Existing Notes and the Additional Notes and, unless the context otherwise requires, shall include any further notes issued pursuant to the Fiscal Agency Agreement.

The Additional Notes will be entitled to the benefits of the fiscal agency agreement dated 8 November 2018 (the “Original Fiscal Agency Agreement”), between us and Deutsche Bank AG, London Branch, as Fiscal Agent (the “Fiscal Agent”), Principal Paying Agent (the “Paying Agent”) and transfer agent and Deutsche Bank Luxembourg S.A. as registrar, paying agent and transfer agent, as supplemented by a first supplement dated 23 June 2020 (the “Supplemental Agency Agreement” and, the Original Fiscal Agency Agreement, as supplement by the Supplemental Agency Agreement, the “Fiscal Agency Agreement”) made between the same parties. The Additional Notes will be treated as a single class for all purposes under the Fiscal Agency Agreement with the same terms as those of the Existing Notes (other than issue date and issue price) and issued under the same ISIN number and Common Code as the Existing Notes, except that the Additional Notes will trade separately under a different ISIN number and Common Code until 40 days after the delivery of the Additional Notes, but as promptly as practicable thereafter, we intend to cause the Additional Notes to be consolidated with and share the same ISIN number as the Existing Notes issued. Following such consolidation, we expect the Additional Notes will be fully fungible with the Existing Notes for trading purposes.

The following statements under this heading are summaries of certain of the provisions of the Fiscal Agency Agreement and the Additional Notes, copies of which will be available for inspection at the office of the Fiscal Agent and the offices of the Paying Agent referred to below. Such statements do not purport to be complete and are qualified in their entirety by reference to the Fiscal Agency Agreement and the Additional Notes. Holders of the Additional Notes will be bound by, and be deemed to have notice of, all the provisions contained in the Fiscal Agency Agreement and the Additional Notes.

We have made an application for the Additional Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin. We can provide no assurance that this application will be accepted.

General

The Additional Notes will mature on 8 November 2027 (the “Maturity Date”), unless redeemed in whole earlier as described below under “—Optional Redemption” or “—Redemption upon Changes in Withholding Taxes.” The Additional Notes will bear interest from 8 November 2019 at the rate of 1.500% per year. Interest on the Additional Notes will be payable annually in arrear each year on 8 November (each such day, an “interest payment date”), beginning 8 November 2020, to the persons in whose names the Additional Notes are registered at the close of business on the 15th calendar day (or, for so long as the Additional Notes are represented by Additional Global Notes, the Business Day) preceding the interest payment date.

The Additional Notes issued in this offering will be initially issued in the aggregate principal amount of €250,000,000. The Additional Notes will be issued only in denominations of €100,000 and integral multiples of €1,000 in excess thereof. We may, without notice to or consent of the holders or beneficial owners of the Additional Notes, issue in a separate offering additional notes having the same ranking, interest rate, maturity and other terms (except for the date on which the additional notes are issued and public offering price) as the Additional Notes. The Notes and any such additional notes will constitute a single series.

The Additional Notes will be our senior unsecured indebtedness and will be effectively subordinated to our secured indebtedness to the extent of the value of the assets securing such indebtedness, structurally subordinated to any indebtedness of any of our subsidiaries, pari passu with our existing and future senior unsecured indebtedness, and senior in right of payment to our existing and future subordinated indebtedness.

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Our rights and the rights of our creditors, including holders of Additional Notes, to participate in the distribution of assets of any of our subsidiaries upon such subsidiary’s liquidation or recapitalisation, or otherwise, will be subject to the prior claims of such subsidiary’s preferred equity holders and creditors, except to the extent that our subsidiaries guarantee the Additional Notes or we may ourselves be a creditor with recognised claims against such subsidiary.

Form of Notes

The Additional Notes will be issued on the date of the Supplemental Agency Agreement only in fully registered form without coupons.

The Additional Notes will be initially in the form of one or more Additional Global Notes. The Additional Global Notes will be deposited with, and registered in the name of a nominee for the common depositary for Euroclear and Clearstream. Ownership of interests in the Additional Global Notes, referred to in this description as “book-entry interests,” will be limited to persons that have accounts with Euroclear or Clearstream or their respective participants. The terms of the Additional Global Notes will provide for the issuance of definitive registered Additional Notes in certain circumstances. See “Book-Entry; Delivery and Form.”

Transfer and Exchange

The Additional Global Notes may be transferred in accordance with the Fiscal Agency Agreement and the terms of the Additional Notes. All transfers of book-entry interests between participants in Euroclear or Clearstream will be effected by Euroclear or Clearstream pursuant to customary procedures and subject to applicable rules and procedures established by Euroclear or Clearstream and their respective participants. See “Book-Entry; Delivery and Form.”

The Additional Notes will be subject to certain restrictions on transfer and certification requirements, as described under “Notice to Investors.”

Payments on the Additional Notes

Principal of and interest on the Additional Notes will be payable in euros. We have initially appointed as Paying Agent the main office of Deutsche Bank in London and the main office of Deutsche Bank in Luxembourg as an additional paying agent. Payment at the office of the Paying Agent will be made by credit or transfer to a euro account specified by the payee or by cheque.

Any money held by the Paying Agent for payment of principal, interest or any other amount on any Additional Note, which money remains unclaimed for two years after it is first due and payable, will be paid over by the Paying Agent to us, and the holder of such Additional Note must thereafter look solely to us for payment thereof, provided such payment is not illegal or effectively precluded because of exchange controls or similar restrictions.

If interest is required to be calculated for the Additional Notes for a period of less than one year, it will be calculated on the basis of the actual number of days elapsed from and including the immediately preceding interest payment date, to but excluding the due date for payment divided by the actual number of days in the period from and including the immediately preceding interest payment date, to but excluding the next interest payment date. If any day on which a payment is due with respect to an Additional Note is not a Business Day, then the holder thereof shall not be entitled to payment of the amount due until the next following Business Day nor to any additional principal, interest or other payment as a result of such delay except as otherwise provided under “Payment of Additional Amounts.” “Business Day” shall mean a day on which commercial banks and foreign exchange markets are open for business in London and in the place where any Additional Note is presented for payment (if presentation is applicable), and which is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (or any successor thereto) (the “TARGET System”) is operating.

Restrictions on Liens

CCEP will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, or guarantee any indebtedness for money borrowed secured by a Mortgage (“Secured Debt”) upon any Operating Property or any

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shares of stock or indebtedness for borrowed money of any Restricted Subsidiary, whether owned at the date of the Fiscal Agency Agreement or thereafter acquired, without effectively providing concurrently that the Notes then outstanding under the Fiscal Agency Agreement are secured equally and ratably with or, at our option, prior to such Secured Debt so long as such Secured Debt shall be so secured. The foregoing restriction shall not apply to, and there shall be excluded from Secured Debt in any computation under such restriction, Secured Debt secured by:

(1) Mortgages on any property, shares of stock, or indebtedness for borrowed money of any corporation existing at the time such corporation becomes a Restricted Subsidiary;

(2) Mortgages on property or shares of stock existing at the time of acquisition of such property or stock by CCEP or a Restricted Subsidiary or existing as of the original date of the Fiscal Agency Agreement;

(3) Mortgages to secure the payment of all or any part of the price of acquisition, construction, or improvement of such property or stock by CCEP or a Restricted Subsidiary, or to secure any Secured Debt incurred by CCEP or a Restricted Subsidiary, prior to, at the time of, or within 360 days after, the later of the acquisition or completion of construction (including any improvements on an existing property), which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction of improvements thereon; provided, however, that, in the case of any such acquisition, construction, or improvement, the Mortgage shall not apply to any property theretofore owned by CCEP or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located;

(4) Mortgages securing Secured Debt of a Restricted Subsidiary owing to CCEP or to another Restricted Subsidiary;

(5) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with CCEP or a Restricted Subsidiary or at the time of a sale, lease, or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to CCEP or a Restricted Subsidiary;

(6) Mortgages on property of CCEP or a Restricted Subsidiary in favour of the United States or any state thereof, or any department, agency or instrumentality or political subdivision of the United States or any state thereof, or in favour of any other country or any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;

(7) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in clauses (1) through (6) above and (9) below; provided, however, that the principal amount of Secured Debt so secured shall not exceed the principal amount of Secured Debt so secured at the time of such extension, renewal, or replacement, and that such extension, renewal, or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed, or replaced (plus improvements and construction on such property);

(8) Mortgages upon any Operating Property, or any transfer or disposition of any Operating Property, that is created or implemented as a necessary component of a bond for title transaction, payment in lieu of tax agreement or other tax incentive vehicle designed to provide CCEP or any Subsidiary with certain ad valorem property tax savings or other incentive savings; or

(9) Mortgages to secure Hedging Obligations entered into in the ordinary course of business to purchase any raw material or other commodity or to hedge risks or reduce costs with respect to the interest rate, currency, or commodity exposure of CCEP or any Restricted Subsidiary of CCEP and not for speculative purposes.

Notwithstanding the foregoing, CCEP and any one or more of its Restricted Subsidiaries may, however, without securing the Additional Notes, create, incur, issue, assume, or guarantee Secured Debt secured by a Mortgage if, after giving effect to the transaction, the aggregate of the Secured Debt then outstanding (not including Secured Debt permitted under the above exceptions) does not exceed 15% of CCEP’s Consolidated Net Tangible Assets as shown on CCEP’s financial statements as of the end of the fiscal year preceding the date of determination.

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“Commodity Agreement” means any forward contract, commodity swap, commodity option, or other financial agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

“Consolidated Net Tangible Assets” means the total assets of CCEP and its Restricted Subsidiaries (including, without limitation, any net investment in Subsidiaries that are not Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting indebtedness for borrowed money) and (b) all goodwill, trade names, trademarks, franchises, patents, unamortised debt discount and expense, organisation and developmental expenses, and other like segregated intangibles, all as computed by CCEP and its Restricted Subsidiaries in accordance with GAAP as of the end of the fiscal year preceding the date of determination; provided, that any items constituting deferred income taxes, deferred investment tax credit, or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, or other similar agreement with respect to currency values.

“GAAP” means International Financial Reporting Standards as issued by the International Accounting Standards Board that are applicable at the date of any relevant calculation or determination.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, Commodity Agreement or derivative contract entered into to hedge interest rate risk, currency exchange risk, and commodity price risk.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, or other financial agreement or arrangement with respect to exposure to interest rates.

“Mortgage” or “Mortgages” means any mortgage, pledge, lien, security interest, or other encumbrances upon any Operating Property or any shares of stock or on indebtedness for borrowed money of any Restricted Subsidiary (whether such Operating Property, shares of stock or indebtedness for borrowed money are now owned or hereafter acquired).

“Operating Property” means each bottling plant or facility of CCEP or a Restricted Subsidiary located within Europe except any such bottling plant or facility which the Board of Directors of CCEP by resolution reasonably determines not to be of material importance to the total business conducted by CCEP and its Restricted Subsidiaries.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organisation, or government or any agency or political subdivision thereof.

“Restricted Subsidiary” means any Subsidiary of CCEP (i) substantially all of the property of which is located, or substantially all of the business of which is carried on, within Europe, and (ii) which owns or is the lessee of any Operating Property.

“Subsidiary” means (1) any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by CCEP or by one or more other Subsidiaries and (2) any other Person in which CCEP or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a majority of the outstanding ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, at least the majority of the directors, trustees or managing members of, or other persons holding similar positions with, such Person.

Optional Redemption

At any time prior to 8 August 2027, we have the option to redeem all or a portion of the Additional Notes at any time, or from time to time, on no less than 15 nor more than 45 days’ published notice in accordance with “—Notice of Redemption” below, at a redemption price equal to the greater of (a) 100% of the principal amount of the

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Additional Notes to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Bond Rate (as defined below) plus 0.200% (20 basis points), plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

At any time on or after 8 August 2027 (three months prior to the maturity date), the Additional Notes will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the Additional Notes to be redeemed plus accrued and unpaid interest on the Additional Notes to be redeemed to the date of redemption.

“Bond Rate” means, with respect to any redemption date, the rate per year equal to the annual equivalent yield to maturity (computed as of the second Business Day immediately preceding such redemption date) of the Comparable Government Issue, assuming a price for the Comparable Government Issue (expressed as a percentage of its principal amount) equal to the Comparable Price for such redemption date.

“Comparable Government Issue” means the euro-denominated security issued by a European Union government selected by an Independent Investment Banker that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of comparable maturity to the remaining term of the Additional Notes to be redeemed (assuming the Additional Notes matured on the Par Call Date).

“Comparable Price” means, with respect to any redemption date, (a) the average of the Reference Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Dealer Quotations, or (b) if fewer than five such Reference Dealer Quotations are obtained, the average of all such Reference Dealer Quotations.

“Independent Investment Banker” means an investment bank of international standing appointed by us.

“Par Call Date” means 8 August 2027, the date that is three months prior to the maturity of the Additional Notes.

“Reference Dealer” means a broker of, or a market maker in, the Comparable Government Issue selected by the Independent Investment Banker.

“Reference Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average of the bid and asked prices for the Comparable Government Issue (expressed in each case as a percentage of its principal amount) quoted in writing by such Reference Dealer as of 3:30 p.m., Central European time, on the third Business Day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each Additional Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption calculated as if the maturity date of such Additional Note was the Par Call Date; provided, however, that, if such redemption date is not an interest payment date with respect to such Additional Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but excluding, such redemption date.

On and after the redemption date, interest will cease to accrue on the Additional Notes called for redemption. On or before any redemption date, we shall deposit with the Paying Agent (or the Fiscal Agent) money sufficient to pay the redemption price of and accrued interest on the Additional Notes to be redeemed on such date.

Redemption upon Changes in Withholding Taxes

Except as set forth hereunder and under “—Optional Redemption,” the Additional Notes may not be redeemed prior to maturity. If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Tax Jurisdiction (as defined below under the heading “—Payment of Additional Amounts”), or any change in, or amendment to, official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective

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on or after the date of this Offering Circular, a Tax Event occurs, or (b) any act is taken by a taxing authority of any Tax Jurisdiction on or after the date of this Offering Circular, whether or not such act is taken with respect to us or any affiliate, that results in a substantial probability that a Tax Event will or may occur, then we may, at our option, redeem the Additional Notes, as a whole but not in part, upon not less than 35 days’ nor more than 60 days’ published notice in accordance with “—Notice of Redemption” below at 100% of their principal amount, together with interest accrued thereon to the relevant date fixed for redemption; provided that we determine, in our business judgment, that the Tax Event cannot be avoided by the use of reasonable measures available to us, not including substitution of the obligor under the Additional Notes. No redemption pursuant to (b) above may be made unless we shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the relevant Tax Jurisdiction results in a substantial probability that a Tax Event will or may occur and we shall have delivered to the Fiscal Agent a certificate, signed by a duly authorised officer, stating that based on such opinion we are entitled to redeem the Additional Notes pursuant to their terms.

For the purposes hereof “Tax Event” shall mean CCEP has, or would, on the next date on which any amount would be payable with respect to such Additional Notes, become obligated to pay to the holder or beneficial owner of any Additional Note any additional amounts as described under the heading “—Payment of Additional Amounts”.

Notice of Redemption

We will publish a notice of any redemption of the Additional Notes described above in accordance with the provisions described under “—Notices.” So long as the Additional Notes are listed and admitted to trading on the Global Exchange Market, we will inform Euronext Dublin of the principal amount of the Notes that have not been redeemed in connection with any redemption. If fewer than all of the Notes are to be redeemed at any time, the Fiscal Agent will select the Notes to be redeemed in accordance with the rules and procedures of the principal securities exchange, if any, on which the Additional Notes are listed at such time or, if the Additional Notes are not listed on a securities exchange, pro rata, by lot; provided that any such selection shall be made in accordance with the rules and procedures of any depositary for the Additional Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than €100,000. The Fiscal Agent shall not be liable for any selections made by it in accordance with this paragraph.

Events of Default

An event of default with respect to the Additional Notes is defined in the Additional Notes as:

(a) default for 30 days in payment of any interest on the Additional Notes when it becomes due and payable;

(b) default in payment of principal of or any premium on the Additional Notes upon redemption, repayment or otherwise when the same becomes due and payable;

(c) default by CCEP in the performance of any other covenant contained in the Additional Notes or the Fiscal Agency Agreement for the benefit of the Additional Notes that has not been remedied by the end of a period of 90 days after notice is given as specified therein;

(d) default in the payment of principal or an acceleration of other indebtedness for borrowed money of CCEP where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds €200 million (such amount, the “Acceleration Threshold”) and such acceleration has not been rescinded or annulled or such indebtedness repaid within a period of 30 days after written notice to CCEP and the Fiscal Agent by the holders of at least 25% in principal amount of all outstanding Notes, provided that if any such default is cured, waived, rescinded or annulled, then the event of default by reason thereof would be deemed not to have occurred, provided, further, that with respect to any indebtedness for borrowed money which constitutes indebtedness for borrowed money of CCEP which is guaranteed by the other party, the principal amount of such indebtedness for borrowed money will be counted only once (without duplication) for purposes of determining if the Acceleration Threshold has been exceeded with respect to this clause (d); and

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(e) certain events of bankruptcy, insolvency, and reorganisation of CCEP.

The Additional Notes provide that:

if an event of default described in clause (a), (b), (c) or, after notice in accordance with (d), above has occurred and is continuing with respect to the Additional Notes, any holder of Notes may declare the principal amount of the outstanding Notes held by such holder, and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately;

upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of, or any premium or interest on the Additional Notes and in compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of the Notes; and

if an event of default described in clause (e) occurs and is continuing with respect to the Additional Notes, then the principal amount of all outstanding Notes, together with any accrued interest through the occurrence of such event, shall become and be due and payable immediately, without any declaration or other act by the Fiscal Agent or any holder of the Notes.

Applicable Law and Service of Process

The Additional Notes and the Fiscal Agency Agreement will be governed by and construed in accordance with the laws of the State of New York. Any legal action in connection with the Additional Notes or the Fiscal Agency Agreement may be brought in a competent court of the Borough of Manhattan, City and State of New York.

Notices

Notices regarding the Additional Notes will be sent to holders or published through the Bloomberg newswire service or, if Bloomberg does not then operate, any similar agency.

Payment of Additional Amounts

CCEP will, subject to the exceptions and limitations set forth below, pay as additional interest on the Additional Notes, such additional amounts as are necessary in order that the net payment by CCEP or the Paying Agent of the principal of and interest on the Additional Notes to a holder, after deduction for any present or future tax, assessment, or governmental charge of the United Kingdom or a political subdivision or taxing authority thereof or therein (each, a “Tax Jurisdiction”), imposed by withholding with respect to the payment, will not be less than the amount provided in the Additional Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

(1) to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary, settlor, beneficiary, member, or shareholder of the holder if the holder is an estate, trust, partnership, or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(a) being or having been present or engaged in a trade or business in any Tax Jurisdiction or having or having had a permanent establishment in any Tax Jurisdiction; or

(b) having a current or former relationship with any Tax Jurisdiction, including a relationship as a citizen or resident thereof;

(2) to any holder that is not the sole beneficial owner of the Additional Note, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, or member received directly its beneficial or distributive share of the payment;

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(3) to a tax, assessment, or governmental charge that is imposed or withheld solely by reason of the failure to comply with certification, identification, or information reporting requirements concerning the nationality, residence, identity, or connection with any Tax Jurisdiction of the holder or beneficial owner of such Additional Note, if compliance is required by statute or by regulation of any Tax Jurisdiction as a precondition to exemption from such tax, assessment, or other governmental charge;

(4) to a tax, assessment, or governmental charge that is imposed otherwise than by withholding by CCEP or a paying agent from the payment;

(5) to a tax, assessment, or governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or a similar tax, assessment or governmental charge;

(7) to any tax, assessment, or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Additional Note, if such payment can be made without such withholding by any other paying agent;

(8) to any tax, assessment, or governmental charge that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Additional Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner thereof would have been entitled to additional amounts had the Additional Notes been presented for payment on any date during such 30 day period;

(9) to any taxes imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable), any current or future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an inter-governmental agreement between a non-US jurisdiction and the United States relating to the foregoing, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or

(10) in the case of any combination of any items (1) through (9).

The Additional Notes are subject in all cases to any tax, fiscal or other law or regulation, or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “Payment of Additional Amounts,” CCEP shall not be required to make any payment with respect to any tax, assessment, or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Noteholder Meetings

The Fiscal Agency Agreement provides for meetings of the holders of Notes regarding any matter affecting their interests, including the modification by extraordinary resolution of the terms of the Additional Notes or any provisions of the Fiscal Agency Agreement. A quorum of holders of Notes representing more than 50% in principal amount of the outstanding Notes is required for a meeting to pass an extraordinary resolution with respect to the Additional Notes (or for any adjourned meeting one or more holders of Notes will constitute a quorum, whatever the principal amounts of the Notes held or represented), except when the extraordinary resolutions propose to modify certain terms of the Additional Notes for which case a quorum of holders of Notes representing at least two-thirds in principal amount of the outstanding Notes is required (or for any adjourned meeting holders of Notes representing at least one-third of the principal amount of the outstanding Notes constitutes a quorum). An extraordinary resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes, whether or not they are present at the meeting.

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BOOK-ENTRY; DELIVERY AND FORM

General

The Additional Notes sold to persons outside the United States in reliance on Regulation S under the Securities Act will be represented by one or more Additional Global Notes in registered form without interest coupons attached. The Additional Global Notes will be deposited with a common depositary and registered in the name of a nominee for the common depositary for the accounts of Euroclear and Clearstream.

Ownership of interests in the Additional Global Notes (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream, or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the Additional Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Except under the limited circumstances described below, book-entry interests will not be held in definitive certificated form.

Book-entry interests will be shown on, and transfers thereof will be done only through, records maintained in the book-entry form by Euroclear and Clearstream and their participants. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive certificated form. The foregoing limitations may impair the ability to own, transfer, or pledge book-entry interests. In addition, except as provided for under the Fiscal Agency Agreement, while the Additional Notes are in global form, holders of book-entry interests will not be considered the owners or “holders” of Additional Notes for any purpose.

So long as the Additional Notes are held in global form, Euroclear and/or Clearstream, as applicable (or their respective nominees), will be considered the sole holders of the Additional Global Notes for all purposes, except as provided for under the Fiscal Agency Agreement. In addition, participants must rely on the procedures of Euroclear and/or Clearstream, and indirect participants must rely on the procedures of Euroclear, Clearstream and the participants through which they own book-entry interests, to transfer their interests or to exercise any rights of holders under the Fiscal Agency Agreement.

None of the Company, the registrar, the Fiscal Agent, or any other party to the Fiscal Agency Agreement will have any responsibility, or be liable, for any aspect of the records relating to the book-entry interests.

Redemption of the Additional Global Notes

In the event any Additional Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the book-entry interests in such Additional Global Note from the amount received by it in respect of the redemption of such Additional Global Note. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the amount received by Euroclear and Clearstream, as applicable, in connection with the redemption of such Additional Global Note (or any portion thereof). We understand that, under the existing practices of Euroclear and Clearstream, if fewer than all of the Additional Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of €100,000 principal amount or less may be redeemed in part.

Payments on the Additional Global Notes

We will make payments of any amounts owing in respect of the Additional Global Notes (including principal, premium, if any, and interest) to (or to the order of) the common depositary or its nominee for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their customary procedures. We will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under “Description of Notes—Payment of Additional Amounts.” If any such deduction or withholding is required to be made, then, to the extent described under “Description of Notes—Payment of Additional Amounts” above, we will pay additional amounts as may be necessary in order that the net amounts received by any holder of

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the Additional Global Notes or owner of book-entry interests after such deduction or withholding will equal the net amounts that such holder or owner would have otherwise received in respect of such Additional Global Notes or book-entry interest, as the case may be, absent such withholding or deduction. We expect that standing customer instructions and customary practices will govern payments by participants to owners of book-entry interests held through such participants.

Under the terms of the Fiscal Agency Agreement, the Issuer and the Fiscal Agent will treat the registered holder of the Additional Global Notes (e.g., Euroclear or Clearstream (or their respective nominees)) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Fiscal Agent or any of their respective agents has or will have any responsibility or liability for any aspect of the records of Euroclear, Clearstream or any participant, or indirect participant relating to, or payments made on account of, a book-entry interest or for maintaining, supervising, or reviewing the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a book-entry interest, or Euroclear, Clearstream or any participant or indirect participant.

Currency of Payment for the Additional Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Additional Global Notes will be paid in euro.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised the Issuer that they will take any action permitted to be taken by a holder of Additional Notes (including the presentation of Additional Notes for exchange as described below) only at the direction of one or more participants to whose account the book-entry interests are credited and only in respect of such portion of the aggregate principal amount of Additional Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers, or the taking of any other action in respect of the Additional Global Notes.

Transfers

Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream rules and will be settled in immediately available funds. Book-entry interests in the Additional Global Notes will be subject to the restrictions on transfers and certification requirements discussed under “Notice to Investors.”

Any book-entry interest in one of the Additional Global Notes that is transferred to a person who takes delivery in the form of a book-entry interest in any other Additional Global Note will, upon transfer, cease to be a book-entry interest in the first mentioned Additional Global Note and become a book-entry interest in such other Additional Global Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Additional Global Note for as long as it remains such a book-entry interest.

Definitive Registered Notes

The Additional Global Notes will provide that, owners of the book-entry interests will receive definitive registered Additional Notes only if Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by us within 120 days.

In the case of the issuance of definitive registered Additional Notes, the holder of a definitive registered Additional Note may transfer such Additional Note by surrendering it to the registrar or transfer agent. In the event of a partial transfer or a partial redemption of a holding of definitive registered Additional Notes represented by one definitive registered Additional Note, a definitive registered Additional Note will be issued to the transferee in respect of the part transferred and a new definitive registered Additional Note in respect of the balance of the holding not transferred or redeemed will be issued to the transferor or the holder, as applicable; provided that no definitive registered Additional Note in a denomination less than €100,000 will be issued. We will bear the cost of preparing, printing, packaging and delivering the definitive registered Additional Notes.

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We will not be required to register the transfer or exchange of definitive registered Additional Notes for a period of 15 calendar days preceding (i) the record date for any payment of interest on the Additional Notes, (ii) any date fixed for redemption of the Additional Notes, or (iii) the date fixed for selection of the Additional Notes to be redeemed in part. Also, we are not required to register the transfer or exchange of any Additional Notes selected for redemption. In the event of the transfer of any definitive registered Additional Note, the Fiscal Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in the Fiscal Agency Agreement. We may require a holder to pay any taxes and fees required by law and permitted by the Fiscal Agency Agreement and the Additional Notes.

If definitive registered Additional Notes are issued and a holder thereof claims that such definitive registered Additional Note has been lost, destroyed, or wrongfully taken, or if such definitive registered Additional Note is mutilated and is surrendered to the registrar or at the office of the transfer agent, we will issue and the Fiscal Agent will authenticate a replacement definitive registered Additional Note if the Fiscal Agent’s and our requirements are met. The Issuer or the Fiscal Agent may require a holder requesting replacement of a definitive registered Additional Note to furnish an indemnity bond sufficient in the judgment of both to protect us, the Fiscal Agent, or the Paying Agent appointed pursuant to the Fiscal Agency Agreement from any loss which any of them may suffer if a definitive registered Additional Note is replaced. We may charge for any expenses incurred by us in replacing a definitive registered Additional Note.

In case any such mutilated, destroyed, lost, or stolen definitive registered Additional Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuer pursuant to the provisions of the Fiscal Agency Agreement, the Issuer, in its discretion, may, instead of issuing a new definitive registered Additional Note, pay, redeem, or purchase such definitive registered Additional Note, as the case may be.

Definitive registered Additional Notes may be transferred and exchanged only after the transferor first delivers to the Fiscal Agent a written certification (in the form provided in the Fiscal Agency Agreement) to the effect that such transfer will comply with the transfer restrictions applicable to such Additional Notes. See “Notice to Investors.”

Information Concerning Euroclear and Clearstream

Our understanding with respect to the organisation and operations of Euroclear and Clearstream is as follows. Euroclear and Clearstream hold securities for participating organisations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending, and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies, and certain other organisations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

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TAXATION

Tax legislation, including in the country where the investor is domiciled or tax resident and in the Issuer’s country of incorporation, may have an impact on the income that an investor receives from the Additional Notes. Prospective holders of Additional Notes are advised to consult their own tax advisors as to the tax consequences, under the tax laws of the country of which they are resident, of a purchase of the Additional Notes, including, without limitation, the consequences of the receipt of interest and premium, if any, on any sale or redemption of the Additional Notes or any interest therein.

UNITED KINGDOM TAXATION

General

The following is a general description of certain United Kingdom tax consequences relating to the Additional Notes and is based on current UK tax law and HM Revenue & Customs (“HMRC”) published practice, both of which may be subject to change, possibly with retrospective effect. It does not purport to be a complete analysis of all UK tax considerations relating to the Additional Notes, relates only to persons who are the absolute beneficial owners of Additional Notes and who hold Additional Notes as a capital investment, and does not deal with certain classes of persons (such as brokers or dealers in securities and persons connected with the Issuer) to whom special rules may apply.

If you are subject to tax in any jurisdiction other than the United Kingdom or if you are in any doubt as to your tax position, you should consult an appropriate professional adviser.

Interest on the Additional Notes

Payment of Interest on the Additional Notes

Interest on the Additional Notes will be payable without withholding or deduction for or on account of UK income tax provided the Additional Notes are and remain listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007 (the “ITA”). Euronext Dublin is a recognised stock exchange for these purposes. Securities such as the Additional Notes will be treated as listed on Euronext Dublin if they are included in the Official List of Euronext Dublin and are admitted to trading on the Global Exchange Market of Euronext Dublin.

Interest on the Additional Notes may also be paid without withholding or deduction for or on account of UK income tax where the Issuer reasonably believes at the time the payment is made that (a) the person beneficially entitled to the interest is a UK resident company or a non-UK resident company that carries on a trade in the United Kingdom through a permanent establishment and the payment is one that the non-UK resident company is required to bring into account when calculating its profits subject to UK corporation tax or (b) the person to whom the payment is made is one of the further classes of bodies or persons, and meets any relevant conditions, set out in sections 935-937 of the ITA, provided that in either case HMRC has not given a direction, the effect of which is that the payment may not be made without that withholding or deduction.

In most other cases, an amount must generally be withheld from payments of interest on the Additional Notes on account of UK income tax at the basic rate (currently 20%), unless another relief or exemption applies (for instance, in connection with a direction by HMRC under an applicable double taxation treaty).

Holders of the Additional Notes who are individuals may wish to note that HMRC has power to obtain information (including, in certain cases, the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays certain amounts in respect of the Additional Notes to, or receives certain amounts in respect of the Additional Notes for the benefit of, an individual. Such information may, in certain circumstances, be exchanged by HMRC with the tax authorities of other jurisdictions.

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Further UK Tax Issues

Interest on the Additional Notes constitutes UK source income for tax purposes and, as such, may be subject to UK tax by way of assessment (including self-assessment) even where paid without withholding or deduction.

However, interest with a UK source received without withholding or deduction for or on account of UK income tax will not be chargeable to UK tax in the hands of a holder of the Additional Notes (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless (a) that holder of the Additional Notes is a company which carries on a trade in the United Kingdom through a permanent establishment in the United Kingdom or, if not such a company, carries on a trade, profession or vocation in the United Kingdom through a branch or agency, and (b) the interest is received in connection with, or the Additional Notes are attributable to, that permanent establishment, branch or agency. There are exemptions for interest received by certain categories of agent (such as some brokers and investment managers). The provisions of an applicable double taxation treaty may also be relevant for such holder of the Additional Notes.

UK Corporation Tax Payers

In general, holders of the Additional Notes which are within the charge to UK corporation tax will be charged to tax as income on all returns, profits or gains on, and fluctuations in value of, the Additional Notes (whether attributable to currency fluctuations or otherwise) broadly in accordance with their statutory accounting treatment so long as such accounts are prepared in accordance with UK generally accepted accounting principles or international accounting standards.

Other UK Tax Payers

Taxation of Chargeable Gains

A disposal of Additional Notes by an individual holder of the Additional Notes who is resident in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Additional Notes are attributable may give rise to a chargeable gain or allowable loss for the purposes of the UK taxation of chargeable gains. Special rules may apply to individuals who have ceased to be resident in the United Kingdom and who dispose of their Additional Notes before becoming once again resident in the United Kingdom.

Accrued Income Profits

On a disposal of Additional Notes by a holder of the Additional Notes, any interest which has accrued since the later of the last interest payment date and the issue date of the Additional Notes may be chargeable to tax as income under the rules relating to accrued income profits as set out in Part 12 of the ITA if that holder of the Additional Notes is resident in the United Kingdom or carries on a trade in the United Kingdom through a branch or agency to which the Additional Notes are attributable.

Taxation of discount

Dependent, among other things, on the discount (if any) at which the Additional Notes are issued, the Additional Notes may be deemed to constitute “deeply discounted securities” for the purposes of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005. If the Additional Notes are deemed to constitute deeply discounted securities, individual holders of Additional Notes who are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Additional Notes are attributable generally will be liable to UK income tax on any gain made on the sale or other disposal (including redemption) of the Additional Notes. Holders of Additional Notes are advised to consult their own professional advisers if they require any advice or further information relating to “deeply discounted securities”.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No UK stamp duty or SDRT is payable on issue of or on a transfer of the Additional Notes.

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SUBSCRIPTION AND SALE

Subject to the terms and conditions stated in the subscription agreement dated 17 June 2020, the Managers have jointly and severally agreed to purchase the Additional Notes.

The subscription agreement provides that the obligation of the Managers to purchase the Additional Notes is subject to approval of legal matters by counsel and to other conditions. The Managers must purchase all of the Additional Notes if they purchase any of the Additional Notes.

We have agreed to pay the Managers, as compensation for their services in connection with the purchase of the Additional Notes and the managing of the offering thereof, a combined management and underwriting commission.

Subject to the restrictions on offers and sales of the Additional Notes set forth below, the Managers propose to offer the Additional Notes at the initial offering price set forth on the cover page of this Offering Circular. After the Additional Notes are released for sale, the offering price and other selling terms may from time to time be varied by the Managers.

United States

The Additional Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Each Manager has agreed that, except as permitted by the subscription agreement, it will not offer, sell or deliver the Additional Notes, (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Additional Notes during the restricted period a confirmation or other notice setting forth the restrictions on offers and sales of the Additional Notes within the United States or to, or for the account or benefit of, U.S. persons. In the event that additional notes are issued as provided herein during such 40-day period, then such 40-day period with respect to the Additional Notes will be extended until 40 days after the later of the commencement of the offering and the closing date with respect to such additional notes.

In addition, until 40 days after the commencement of the offering (or commencement of a subsequent offering of additional notes described in the preceding paragraph), an offer or sale of Additional Notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Additional Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Additional Notes, in, from or otherwise involving the United Kingdom.

Prohibition of Sales to EEA and United Kingdom Retail Investors

Each of the Managers has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Additional Notes to any retail investor in the European Economic Area or in the United Kingdom. For the purposes of this provision, the expression “retail investor” means

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a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of IDD, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

General

The Additional Notes will constitute an additional issue of securities by the Issuer. After the 40th day following the date upon which the Additional Notes will be delivered, certain selling restrictions (as described above under “—United States”) with respect to the Additional Notes will terminate and the Additional Notes will be consolidated and form a single series with the Existing Notes and become fully fungible with the Existing Notes. Application has been made for the Additional Notes to be listed and admitted to trading on the Global Exchange Market of Euronext Dublin. However, the Existing Notes may not have an established trading market and we cannot assure you that the prices at which the Notes will sell in the market after this offering will not be lower than the initial offering price or that an active trading market for the Notes, to the extent it has developed, will be maintained after this offering. Accordingly, we cannot assure you that a liquid market will develop for the Additional Notes, that you will be able to sell your Additional Notes at a particular time or that the prices that you receive when you sell will be favourable.

Buyers of the Additional Notes sold by the Managers may be required to pay stamp taxes and other charges in accordance with the laws and practice of the country of purchase in addition to the initial offering price set forth on the cover of this Offering Circular.

In connection with this offering, the Stabilising Manager may purchase and sell Additional Notes in the open market. These transactions may include over allotment, syndicate covering transactions, and stabilising transactions. However, there is no assurance that such transactions may be effected. Over allotment involves sales of Additional Notes in excess of the principal amount of Additional Notes to be purchased by the Managers in this offering, which creates a short position for the Managers. Covering transactions involve purchases of the Additional Notes in the open market after the distribution has been completed in order to cover short positions. Stabilising transactions consist of certain bids or purchases of Additional Notes made for the purpose of preventing or retarding a decline in the market price of the Additional Notes while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline in the market price of the Additional Notes. They may also cause the price of the Additional Notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The Stabilising Manager may conduct these transactions in the over the counter market or otherwise. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of Additional Notes is made and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date on which the Issuer receives the proceeds of the issue, or no later than 60 calendar days after the date of the allotment of the relevant Notes, whichever is the earlier. See “Stabilisation.”

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LEGAL MATTERS

The validity of the Additional Notes will be passed upon for us by Shearman & Sterling LLP, New York, New York and London, England. Allen & Overy LLP, London, England, will act as counsel to the Managers in this offering.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of CCEP as of 31 December 2019 and 2018, and for each of the three years in the period ended 31 December 2019 included in the CCEP 20-F, which is incorporated herein by reference, have been audited by Ernst & Young LLP, London, United Kingdom, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference.

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LISTING AND GENERAL INFORMATION

1. The Existing Notes have been admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market. Application has been made to Euronext Dublin for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the Additional Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of MiFID II. Notification of any optional redemption, change of control or any change in the rate of interest payable on the Additional Notes will be provided by the Issuer to Euronext Dublin.

2. The admission of the Additional Notes to the Global Exchange Market of Euronext Dublin is expected to be granted on or about 23 June 2020.

3. This Offering Circular incorporates by reference the audited consolidated financial statements published by CCEP included in the CCEP 20-F.

4. Copies of the following documents will be available for physical inspection while the Additional Notes remain outstanding and listed on the Global Exchange Market of Euronext Dublin at the registered office of the Issuer during normal business hours on any weekday:

the organisational documents of the Issuer;

the audited consolidated financial statements published by CCEP as of 31 December 2019 and 2018, and for each of the three years in the period ended 31 December 2019 (or succeeding years and/or interim periods, as applicable); and

the Fiscal Agency Agreement (which includes the terms and form of the Additional Notes).

5. We will maintain a listing agent in Ireland for as long as any of the Additional Notes are listed on Euronext Dublin. We reserve the right to vary such appointment and we will provide notice of such change of appointment to holders of the Additional Notes and Euronext Dublin.

6. The Irish Listing Agent is Arthur Cox Listing Services Limited and the address of its registered office is Ten Earlsfort Terrace, Dublin 2, Ireland. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Additional Notes and is not itself seeking listing and admission of the Additional Notes to trading on the Global Exchange Market of Euronext Dublin.

7. The Fiscal Agent for the Additional Notes is Deutsche Bank AG, London Branch and its address is Winchester House, 1 Great Winchester St, London, EC2N 2DB, United Kingdom. The Fiscal Agent will be acting in its capacity of fiscal agent and will provide such services as described in the Fiscal Agency Agreement.

8. The Issuer, CCEP, is a public limited company and was organised on 4 August 2015 under the laws of England and Wales. Its registered office is located at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom. The Issuer’s main switchboard telephone number is +44 (0)1895 231 313 and its website is located at www.ccep.com. The information and other content on its website are not part of this Offering Circular. The Issuer’s United States Internal Revenue Service employer identification number is 98-1267571. The address of its board of directors and senior management is the same as the address of its registered office.

9. For purposes of compliance with any applicable requirements of the Global Exchange Market of Euronext Dublin, CCEP is the relevant reporting entity with respect to the Additional Notes.

10. The auditors of CCEP are Ernst & Young LLP. Ernst & Young LLP are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales, and also as an independent registered public accounting firm with the Public Company Accounting Oversight Board. Ernst & Young LLP registered office is 1 More London Place, London SE1 2AF, United Kingdom.

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11. The Additional Notes have been accepted for clearance through Euroclear and Clearstream. The CFI Code for the Additional Notes is DYFXXR and the FISN for the Additional Notes is COCA-COLA EUROP/1.5EUR NT 20271108, in each case as updated, as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN. CCEP’s legal entity identifier, or LEI, is 549300LTH67W4GWMRF57. During the period prior to and including the 40th day following the date upon which the Additional Notes will be delivered, the temporary ISIN for the Additional Notes will be XS2191438857 and the temporary Common Code for the Additional Notes will be 219143885. After the 40th day following the date upon which the Additional Notes will be delivered, the ISIN for the Additional Notes will be XS1907122656 and the Common Code for the Additional Notes will be 190712265, being the same as for the Existing Notes.

12. The amount of the expenses of the offering, including underwriting commissions and discounts of the Managers, is expected to be approximately €1.0 million. The net proceeds of the offering are estimated to be approximately €266.5 million.

13. The audited consolidated financial statements of CCEP as of 31 December 2019 and 2018, and for each of the three years in the period ended 31 December 2019 are presented in accordance with IFRS as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act 2006.

14. CCEP has been assigned an A3 (stable) issuer rating by Moody’s Investors Service (“Moody’s”) and a BBB+ (stable) long-term corporate credit rating by S&P Global Ratings (“S&P”). The Additional Notes are rated A3 (stable) by Moody’s and BBB+ (stable) by S&P.

15. Except as may otherwise be indicated in this Offering Circular, all authorisations, consents, and approvals to be obtained by us for, or in connection with the creation and issue of the Additional Notes, the performance of our obligations expressed to be undertaken by us and the distribution of this Offering Circular have been or will be obtained and are or will be in full force and effect at the pricing of the offering. The issue of the Additional Notes by the Issuer was authorised pursuant to resolutions of its board of directors on 6 March 2020.

16. There has been no material adverse change in the prospects of CCEP since 31 December 2019 and no significant change in the financial or trading position of CCEP since 31 December 2019, except as may otherwise be indicated in this Offering Circular. Except as it may otherwise be indicated in this Offering Circular, CCEP has not been involved in any legal, governmental, or arbitration proceedings, including any such proceedings which are pending or threatened of which CCEP is aware, during the 12 months preceding the date of this Offering Circular which may have, or have had in the recent past, a significant effect on its financial position or profitability.

17. Some of the Managers and their affiliates have engaged in, and may in the future engage in, investment banking, corporate trust and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the Managers or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Additional Notes offered hereby. Any such short positions could adversely affect future trading prices of the Additional Notes offered hereby. The Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

REGISTERED OFFICES OFCOCA-COLA EUROPEAN PARTNERS PLC

Pemberton HouseBakers Road

Uxbridge UB8 1EZUnited Kingdom

FISCAL AGENT, PRINCIPAL PAYING AGENT ANDTRANSFER AGENT

Deutsche Bank AG, London BranchWinchester House

1 Great Winchester St London, EC2N 2DB

United Kingdom

REGISTRAR, PAYING AGENT AND TRANSFER AGENT

Deutsche Bank Luxembourg S.A.2, Boulevard Konrad Adenauer

L-1115 LuxembourgLuxembourg

MANAGERS

Banco Santander, S.A.Ciudad Grupo Santander

Avenida de Cantabria28660, Boadilla del Monte

MadridSpain

Barclays Bank PLC5 The North Colonnade

Canary WharfLondon E14 4BBUnited Kingdom

LEGAL ADVISORS

To Coca-Cola European Partners plc as toUnited States and English Law

Shearman & Sterling LLP599 Lexington Avenue

New York, New York 10022United States of America

9 Appold StreetLondon EC2A 2AP

United Kingdom

To the Managersas to United States Law

Allen & Overy LLP52 Avenue Hoche

75008 ParisFrance

AUDITORS TOCOCA-COLA EUROPEAN PARTNERS PLC

Ernst & Young LLP1 More London Place

London SE1 2AFUnited Kingdom

LISTING AGENT

Arthur Cox Listing Services LimitedTen Earlsfort Terrace

Dublin 2Ireland