Coca Cola Europacific Partners : Notice of 2022 AGM

NOTICE OF ANNUAL GENERAL MEETING 2022

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 2022 Annual General Meeting	7
Part II: Explanatory notes on resolutions	13
Part III: Notes to the Notice of 2022 Annual General Meeting	29
Part IV: Additional Information	32
Part V: Summary of the Coca-Cola Europacific Partners plc Employee Share Purchase Plan	44
Part VI: Definitions	48

Coca-Cola Europacific Partners plc

Chairman's letter

12 April 2022

Dear Shareholder

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

I am delighted to enclose the Notice of Meeting for CCEP's sixth AGM (the "Notice"). The AGM is to be held at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom on 27 May 2022 at 12.00pm.

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 2021 (the "2021 Integrated Report"), it is included in this pack.

If you asked to receive the 2021 Integrated Report electronically, please accept this letter as notification that it has now been published on our website:www.cocacolaep.com.

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 [e-mail] 12.00pm on 25 May 2022 (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 of AGM 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:

Re-election of Directors

There have been no changes to the membership of the Board since last year's AGM.

In line with CCEP's Articles, all continuing 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 re-election continues 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 15 to 22 of this document.

At the conclusion of this year's AGM, subject to the 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.

The Coca-Cola Europacific Partners plc Employee Share Purchase Plan

During the AGM, we are seeking Shareholder approval on a voluntary basis (and as a matter of best corporate governance practice) in order to launch a new global CCEP ESPP which will give our employees the opportunity to buy shares in CCEP on a regular basis, providing the opportunity for employees to become Shareholders in CCEP, benefiting from the long-term value creation by the Company. The ESPP proposes that all eligible employees and executive directors of participating companies within the Company's group will be able to participate in the plan. Furthermore, it is proposed that in recognition of the employee investment, for every share an employee purchases, CCEP will provide a "matching share award", up to an agreed limit.

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

As with previous years, CCEP has applied to the Panel for a waiver of Rule 9 of the Takeover Code to permit the buyback authorities proposed under Resolutions 27 and 28 to be exercised without obliging Olive to make a general offer to Shareholders. The Takeover Code is administered by the Panel and applies to CCEP as a UK public company. The Panel is the UK body which provides a framework for takeovers in the UK and ensures fair and equal treatment of shareholders in relation to takeovers. Accordingly, the Panel was consulted at an early stage regarding the waiver of Rule 9 of the Takeover Code. It has reviewed Resolution 23 (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 (the "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 45,677,101 of its own ordinary shares of €0.01 each (the "Ordinary Shares") pursuant to Resolutions 27 and 28. Under the proposed Resolution 23 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 23 and in Part IV of this document.

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 23, 27 and 28.

Voting

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

• • submitting your proxy instruction/vote online;

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

• • attending and voting in person at the AGM

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

All resolutions will be put to a vote by poll based on the instructions received. On a poll, each Shareholder has one vote for every share held and the Board considers that this will result in a fairer and more accurate indication of the views of Shareholders as a whole.

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