Coca Cola Europacific Partners : Notice of 2023 AGM

NOTICE OF ANNUAL GENERAL MEETING 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

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

Contents

	Page Number
Chairman's letter	4
Part I: Notice of the 2023 Annual General Meeting	7
Part II: Explanatory notes on resolutions	13
Part III: Notes to the Notice of 2023 Annual General Meeting	29
Part IV: Additional Information	33
Part V: Summary of the Coca-Cola Europacific Partners plc Long Term Incentive Plan	45
Part VI: Definitions	50

Coca-Cola Europacific Partners plc

Chairman's letter

6 April 2023

Dear Shareholder

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

I am delighted to enclose the Notice of Meeting for CCEP's seventh AGM ("Notice"). The AGM is to be held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on 24 May 2023 at 4.30pm.

The Notice sets out the resolutions proposed, together with explanatory and guidance notes for Shareholders who wish to vote electronically or by post. Proxy appointment forms are also enclosed. If you have requested a printed copy of CCEP's Integrated Report and Accounts for the year ended 31 December 2022 ("2022 Integrated Report"), it is included in this pack.

If you asked to receive the 2022 Integrated Report electronically, please accept this letter as notification that it has now been published on our website: ir.cocacolaep.com/financial-reports-and-results/integrated-reports

Shareholder questions at the AGM

If Shareholders are unable to attend this year's AGM, we recognise that they will not have the opportunity to ask questions at the Meeting. Therefore, if Shareholders have questions for the Board in relation to the matters to be discussed at the AGM, please submit them by email to [e-mail] by 4.30pm on 22 May 2023 (or, in the event of any adjournment, at least 48 hours before the time of the adjourned meeting).

Business of the AGM

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

Election and re-election of Directors - Resolutions 4 - 19

As announced on 15 February 2023 and outlined in our 2022 Integrated Report, subject to their election, Mary Harris, Nicolas Mirzayantz and Nancy Quan will be appointed to the Board at the conclusion of this year's AGM. Together, Mary, Nicolas and Nancy bring diverse skill sets and relevant experience applicable to our industry and expanded geographic footprint.

• Mary Harris brings a top level strategic outlook with an international and consumer focus;
• Nicolas Mirzayantz brings over 30 years of strategic, operational and business transformation experience; and
• Nancy Quan brings extensive leadership experience spanning innovation and consumer trends, research and development and supply chains across global markets.

On the same date we also announced that Jan Bennink, Christine Cross and Brian Smith would retire from the Board at the conclusion of this year's AGM. Brian, Christine and Jan have made significant contributions to both the Board and Committees on which they have served during their tenures. Their experience and wisdom have been invaluable and we wish them well with their future endeavours.

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In line with CCEP's Articles of Association ("Articles"), all other Directors (with the exception of the Chairman) will stand for re-election at the AGM. The Board considers that each of the Directors standing for election and re-election will or will continue to make a strong contribution to the Board and its Committees through their skills and experience and have sufficient time to commit to CCEP. Further information can be found in their biographies on pages 14 to 22 of this Notice.

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

Directors Remuneration Policy - Resolution 2

The Company's current remuneration policy was approved by Shareholders at the annual general meeting in 2020 and has not been amended since. The Remuneration Committee has reviewed the current remuneration policy and recommended some minor changes, which are set out in the proposed Directors' Remuneration Policy on pages 122 to 129 of the 2022 Integrated Report (the "Directors' Remuneration Policy"). The Remuneration Committee and the Board believe the proposed Director's Remuneration Policy is appropriate and continues to align executive directors' remuneration with the interests and expectation of Shareholders. We are therefore seeking your approval of the proposed Directors' Remuneration Policy at the AGM. An explanation of the reasons for this proposal is set out in the Explanatory Notes to Resolution 2 in Part II of this Notice.

Coca-Cola Europacific Partners plc Long Term Incentive Plan - Resolution 25

During the AGM, we are seeking Shareholder approval on a voluntary basis (and as a matter of best corporate governance practice) in order to implement a new long term incentive plan ("LTIP"). The new LTIP will replace the Company's existing LTIP. No material changes to the operation of the plan are proposed but the Company is taking the opportunity, alongside the renewal of the Directors' Remuneration Policy this year (see Resolution 2), to update the rules. This process will ensure that the LTIP rules reflect latest market and best practice, and will support operation of the LTIP over its 10-year lifespan. The Explanatory Notes to Resolution 25 are set out in Part II and a summary of the new LTIP is set out in Part V of this Notice.

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

As with previous years, CCEP has applied to the Panel for a waiver of Rule 9 of the Takeover Code to permit the buyback authorities proposed under Resolutions 28 and 29 to be exercised without obliging Olive to make a general offer to Shareholders. The Takeover Code is administered by the Panel and applies to CCEP as a UK public company. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers. Accordingly, the Panel was consulted at an early stage regarding the waiver of Rule 9 of the Takeover Code. The Panel has reviewed Resolution 24 (Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code) and has agreed, subject to the approval of the Shareholders other than Olive or any concert party of Olive ("Independent Shareholders"), to waive the requirement for Olive and any person acting in concert with Olive to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by CCEP of up to 45,826,533 of its own ordinary shares of €0.01 each ("Ordinary Shares") pursuant to Resolutions 28 and 29. Under the proposed Resolution 24 we are asking the Independent Shareholders for such approval. An explanation of the reasons for such a request and the background to the obligation arising from Rule 9 of the Takeover Code are set out in the Explanatory Notes to Resolution 24 and in Part IV of this Notice.

The Board believes that it is in the best interests of Shareholders that CCEP has the flexibility to return cash to shareholders by buying back shares. The Board believes that the best way to facilitate this is to pass Resolutions 24, 28 and 29.

Voting

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

• submitting your proxy instruction/vote online;
• completing, signing and returning the enclosed form of proxy; or
• attending and voting in person at the AGM

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

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