Coca-Cola Amatil Off-Market Share Buy-Back

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1 Coca-Cola Amatil Off-Market Share Buy-Back This is an important document. It does not provide financial product advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of the Buy-Back having regard to your objectives, financial situation and needs. If you are in any doubt as to the action you should take, you should consult your financial, taxation or other professional adviser immediately. Coca-Cola Amatil Limited ABN

2 Important Dates Wednesday, 5 December 2007 Friday, 7 December 2007 Announcement of Coca-Cola Amatil s off-market Buy-Back Last day that Shares can be acquired on ASX to be eligible to both: participate in the Buy-Back; and qualify for franking credit entitlement Monday, 10 December 2007 Friday, 14 December 2007 Wednesday, 19 December 2007 Wednesday, 2 January 2008 Friday, 25 January 2008 Tuesday, 29 January 2008 Friday, 1 February 2008 Ex-Entitlement Date: Shares acquired on ASX on or after this date will not confer an entitlement to participate in the Buy-Back Record Date: determination of shareholders entitled to participate in the Buy-Back Mailing of Buy-Back Documents to shareholders completed Tender Period opens Closing Date: Tender Period closes. Tenders must be received by the Coca-Cola Amatil Share Registry no later than 7.00pm (Sydney time) Buy-Back Date: Announcement of the Buy-Back Price and scale back (if any) Dispatch/crediting of Buy-Back proceeds to participating shareholders completed While Coca-Cola Amatil does not anticipate changing these dates and times, it reserves the right to do so by way of an announcement to ASX. Coca-Cola Amatil may also decide not to proceed with the Buy-Back. This booklet is dated Friday, 7 December 2007 and is current as at that date. Eligibility to participate You are eligible to participate in the Buy-Back if Shares are registered in your name on the Record Date (Friday, 14 December 2007) and, in accordance with the ASTC Settlement Rules, the Shares confer an entitlement to receive this Invitation. Shares acquired on ASX on or after the Ex-Entitlement Date (Monday, 10 December 2007) will not confer an entitlement to participate in the Buy-Back. Unless you have sold Shares on or after the Ex-Entitlement Date, the number of Shares you are entitled to tender is shown in Part A on your Tender Form.

3 Buy-Back Summary Buy-Back Size Participation Coca-Cola Amatil is buying back Shares by way of an off-market tender which provides you with an opportunity to sell some or all of your Shares to Coca-Cola Amatil Coca-Cola Amatil expects to buy back up to $170 million worth of its Shares. The ultimate size of the Buy-Back will be dependent on shareholder demand and market conditions at the time Shareholders can tender Shares registered in their name at the Record Date (Friday, 14 December 2007). Shares acquired on ASX on or after the Ex-Entitlement Date (Monday, 10 December 2007) do not confer an entitlement to participate in the Buy-Back. Participation is voluntary. No action is required if a shareholder decides not to participate Minimum number With the exception of shareholders who own 500 Shares or less, the minimum number of Shares that can be tendered is 500. of Shares that can Shareholders who own more than 500 Shares are not required to tender all of their Shares. Shareholders who own 500 be tendered Shares or less and wish to participate in the Buy-Back must tender all of their Shares Dividend Component of the Buy-Back Tender Discount Range All of the Buy-Back Price above $2.67 will be treated as a fully franked dividend Tenders can be lodged at Tender Discounts between 8 percent and 14 percent inclusive (at 1 percent intervals) to the Market Price 1. Additionally, to ensure that the resulting Share price calculated from such a process is higher than a certain dollar value, Tenders can be conditional on the Buy-Back Price being no less than a minimum specified price (1) Market Price is the Volume Weighted Average Price (VWAP) of Shares traded on ASX over the five trading days up to and including the Closing Date Multiple Tender Discounts Final Price Tender Minimum Price Buy-Back Price Participation benefits With the exception of shareholders who own 500 Shares or less, shareholders can tender different parcels of Shares at different Tender Discounts. Shareholders that own 500 Shares or less can only tender Shares at one discount or as a Final Price Tender Shareholders may submit a Final Price Tender which is an offer to sell Shares at the Buy-Back Price ultimately determined by Coca-Cola Amatil Shareholders can specify a Minimum Price in conjunction with their Tender Discount(s). If a Minimum Price is specified, this will make their Tender conditional upon the Buy-Back Price being no less than the Minimum Price specified The Buy-Back Price will be determined by discounting the Market Price by the largest Tender Discount within the Tender Discount Range so that Coca-Cola Amatil can buy back the desired amount of capital Any Eligible Shareholder can participate in the Buy-Back (although there is no obligation to do so) There are no brokerage fees (as there typically are when selling Shares on ASX). As a result, the Buy-Back may be an efficient mechanism for shareholders with small shareholdings to sell their Shares The after tax returns from selling Shares into the Buy-Back may be greater for some shareholders than selling Shares on ASX Enquiries If you have any questions in relation to the Buy-Back or the content of this booklet, please call the Buy-Back Information Line on from within Australia or on from outside Australia between the hours 8.30am to 5.30pm, Sydney time, Monday to Friday. Alternatively, information on the Buy-Back is also available on the Coca-Cola Amatil website at Samples of completed Tender Forms To assist you completing your Tender Form, samples of completed Tender Forms are provided in Section 6. Further advice If you are in any doubt as to the action you should take, you should consult your financial, taxation or other professional adviser immediately. Definitions Some words used in this booklet have defined meanings. Section 5 Definitions and Interpretation defines these words which are capitalised throughout this booklet. 1

4 Action Steps The following provides a summary of the steps you need to follow to participate in the Buy-Back. Further detail is contained within this booklet which you should read carefully to ensure that you understand the Buy-Back and how it will affect you. If you are in doubt, seek independent professional advice. Participation Elect whether or not to participate. If you elect not to participate, no further action is required. Number of Shares and Tender Discount(s) To participate, you need to decide: the number of Shares you wish to tender; and the Tender Discount(s) at which you tender those Shares and/or whether you elect to tender Shares as a Final Price Tender. If you hold 500 Shares or less and want to participate, you must Tender all of your Shares in one parcel at one of the indicated discounts on the Tender Form or as a Final Price Tender. If you hold more than 500 Shares, you can Tender different parcels of Shares at different Tender Discounts and/or as a Final Price Tender, provided the total number of Shares that you tender is greater than or equal to 500. Minimum Price Determine whether you wish to specify a Minimum Price in addition to the Tender Discount(s). If you specify a Minimum Price, the Tender of your Shares at the Tender Discount(s) you specify is conditional upon the Buy-Back Price being no less than your Minimum Price. 2

5 Tender Form Depending on whether you are an Issuer Sponsored Holder or a CHESS Holder, complete and sign the Tender Form that accompanies this Buy-Back booklet as follows: Issuer Sponsored Holders Blue Tender Form you will have received a blue Tender Form if you have an Issuer Sponsored Holding of 500 Shares or less Refer to page 35 for a sample of a completed form Yellow Tender Form you will have received a yellow Tender Form if you have an Issuer Sponsored Holding of more than 500 Shares Refer to page 36 for a sample of a completed form Return the completed and signed Tender Form in the enclosed reply-paid envelope (within Australia). Alternatively, Tender Forms can be either mailed or delivered to the addresses provided below: Mailing Address Coca-Cola Amatil Limited C/- Link Market Services Limited Reply Paid 1511 SYDNEY SOUTH NSW 1234 CHESS Holders White Tender Form you will have received a white Tender Form if you have a CHESS Holding of 500 Shares or less Refer to page 37 for a sample of a completed form Delivery Address Coca-Cola Amatil Limited C/- Link Market Services Limited Level 12, 680 George Street SYDNEY NSW 2000 Pink Tender Form you will have received a pink Tender Form if you have a CHESS Holding of more than 500 Shares Refer to page 38 for a sample of a completed form Complete and sign the enclosed Tender Form Contact your Controlling Participant (usually your stockbroker), who is named on your Tender Form, in relation to processing and lodgement arrangements Do not send the Tender Form to the Coca-Cola Amatil Share Registry Lodgement TENDER FORMS, WHETHER MAILED, DELIVERED OR PROCESSED BY CONTROLLING PARTICIPANTS, MUST BE RECEIVED BY 7.00PM, SYDNEY TIME, ON THE CLOSING DATE (Friday, 25 January 2008) 3

6 Chairman s Letter After undertaking a detailed capital management review, the Board believes that the most effective method to return capital to shareholders is to undertake an off-market Buy-Back. Dear Shareholder On behalf of the Board, I am pleased to invite you to participate in the offmarket Buy-Back announced by Coca-Cola Amatil on Wednesday, 5 December It is expected that up to $170 million worth of Shares will be bought back, which represents approximately 2.5 percent of Coca-Cola Amatil s outstanding Shares. This booklet outlines the details of the Buy- Back, and provides instructions on how to participate. Following the successful completion of the sale of the Company s South Korean business in October 2007 and the continued strong performance of the Company, Coca-Cola Amatil is now in a good position to return capital to shareholders. After undertaking a detailed capital management review, the Board believes that the most effective method to return capital to shareholders is to undertake an off-market Buy-Back. The Board believes that this return can be made without impacting the Company's capital expansion requirements and without compromising its target credit ratios. Further, the Board is confident that the Buy-Back will not impact its capacity to pay fully-franked dividends for the foreseeable future at the Company s target dividend payout ratio of percent of annual net profit. Part of the Buy-Back Price received by shareholders who sell their Shares in the Buy-Back will be treated as a fully-franked dividend for tax purposes which, depending on your circumstances, may potentially make selling Shares into the Buy-Back more appealing than selling on the ASX. Shareholders who retain their Shares will also benefit as Coca-Cola Amatil s future earnings will be attributed to a smaller number of Shares on issue. Importantly, the Buy-Back provides shareholders with the flexibility to participate in a manner that best meets their own financial needs. For example, you can choose to tender some or all of your Shares (subject to the minimum participation requirements) in the Buy-Back. Additionally you can choose to tender your Shares at specified discounts to the Market Price 1, or you can simply accept the final Buy-Back Price for the Shares you tender. The final Buy-Back Price will be determined as the lowest price at which Coca-Cola Amatil can buy back the targeted amount of capital, based on the tenders received from all shareholders. The decision to participate in the Buy-Back is entirely up to you. In making a decision about your participation in the Buy-Back, I urge you to discuss your own particular circumstances with financial, taxation and/or other professional advisers. Coca-Cola Amatil directors and senior management will not participate in the Buy-Back. In addition, as the Buy-Back is not open to any company or person who is a resident of the United States and Canada, The Coca-Cola Company will also not participate in the Buy-Back. For further information on the Buy-Back, shareholders can call the Buy-Back Information Line on (within Australia) or (from outside Australia) or visit the Coca-Cola Amatil website at If you wish to submit a Tender, please ensure that your validly completed and signed Tender Form is received by the Coca-Cola Amatil Share Registry if you are an Issuer Sponsored Holder, or that your controlling participant processes your Tender if you are a CHESS Holder, by no later than 7.00pm, Sydney time, on Friday, 25 January Yours sincerely David Gonski, AC Chairman (1) Market Price is the Volume Weighted Average Price (VWAP) of Shares traded on ASX over the five trading days up to and including the closing date (Friday, 25 January 2008). 4

7 Table of Contents 1. DETAILS OF THE BUY-BACK AND TENDER PROCESS 6 ABOUT THE BUY-BACK What is an off-market tender buy-back? Why is Coca-Cola Amatil returning capital? Why is an off-market tender Buy-Back considered the best process for returning capital to shareholders? Will Coca-Cola Amatil s dividend policy be changed as a result of the Buy-Back? 7 YOUR PARTICIPATION IN THE BUY-BACK Do I have to tender my Shares? What are the reasons for participating in the Buy-Back? What does the Buy-Back mean for me if I do not participate? Can foreign shareholders participate? 8 THE TENDERING PROCESS At what discount(s) can I tender my Shares? What Shares and how many can I tender into the Buy-Back? Can I specify a Minimum Price for the sale of my Shares? What is a Final Price Tender? How do I participate in the Buy-Back? 9 TENDER OUTCOMES What price will Coca-Cola Amatil pay to buy back my Shares? How will I know what the Market Price is? How will I know if my Tender has been received? How will I know what the Buy-Back Price is? Will all the Shares I tender be bought back? How will I know how many of my Shares have been bought back? How will the Buy-Back Price compare with selling Shares on ASX and what are the Australian tax implications? How will Coca-Cola Amatil determine successful Tenders and any scale back? How will a scale back affect my Tender? 14 OTHER QUESTIONS Can I trade Shares after submitting a Tender? How have Coca-Cola Amatil Shares performed over recent times? Can I withdraw or amend my Tender? How can I obtain additional Tender and Withdrawal/Amendment Forms? What if I have more than one holding of Shares? What if I have a joint shareholding? How will I receive payment for Shares bought back? Can I still vote at any shareholder meeting if I tender my Shares? Can I transfer my rights to participate in the Buy-Back? AUSTRALIAN TAX IMPLICATIONS FOR SHAREHOLDERS Introduction Sale Consideration capital gains tax Dividend taxable income Examples of sale of Shares in the Buy-Back for resident individuals and complying superannuation funds EFFECT OF THE BUY-BACK ON COCA-COLA AMATIL What is the impact of the Buy-Back on Coca-Cola Amatil s balance sheet? How will the Buy-Back be funded? Impact of the Buy-Back on key financial indicators and capital ratios What effect will the Buy-Back have on Coca-Cola Amatil s issued Shares? What effect will the Buy-Back have on the control of Coca-Cola Amatil? Financial performance summary ADDITIONAL INFORMATION ON THE BUY-BACK Size of the Buy-Back Excluded Foreign Persons Margin lending arrangements Restrictions on the payment of Buy-Back proceeds Rights under this Invitation cannot be transferred The effect of submitting a Tender Coca-Cola Amatil s rights to accept or reject Tenders and Tender Forms Coca-Cola Amatil s right to vary dates and times Coca-Cola Amatil s right to adjust Tenders Participation by directors and senior management ASIC relief ASX relief Privacy DEFINITIONS AND INTERPRETATION Definitions Interpretation SAMPLE TENDER FORMS 34 5

8 1 Details of the Buy-Back and Tender Process This booklet invites you to tender your Shares to Coca-Cola Amatil in the Buy-Back. It sets out the terms of the Buy-Back and other information to assist you in making a decision whether to participate in the Buy-Back. In reviewing the Buy-Back booklet you should also have regard to other information previously made available to you about Coca-Cola Amatil, such as its 2006 Annual Report, its half year report for the six month period to 29 June 2007 and the trading update provided on 5 December 2007, all of which can be reviewed on-line at under the heading Shareholder Information. 6

9 1. Details of the Buy-Back and Tender Process ABOUT THE BUY-BACK 1.1 What is an off-market tender buy-back? An off-market tender buy-back is a process that has been used by a number of ASX listed companies whereby a company invites its shareholders to offer to sell their shares (to the company) by way of a tender process. Shares bought back by the company are cancelled, thereby reducing the number of shares the company has on issue. Under this Buy-Back, Shares may be tendered by Eligible Shareholders to Coca-Cola Amatil: at any of the specified discounts in the Tender Discount Range from 8 percent to 14 percent (at 1 percent intervals) to the Market Price; or as a Final Price Tender, which is an offer to sell Shares at the Buy-Back Discount determined by Coca-Cola Amatil. As the Buy-Back Discount is measured with reference to the Market Price, which is not determined until the Closing Date, in addition to specifying a Tender Discount (which applies to the Market Price), you may also specify a Minimum Price below which you are not prepared to sell your Shares. Following the completion of the Tender Period, Coca-Cola Amatil will determine the Buy-Back Price which equates to the largest Tender Discount to the Market Price that will enable Coca-Cola Amatil to purchase the desired amount of capital (see also Section 1.14). 1.2 Why is Coca-Cola Amatil returning capital? Following the sale of Coca-Cola Amatil s South Korean business and the continued strong performance of the Company, Coca-Cola Amatil reviewed its capital structure. Allowing for certain capital expenditure projects and the retirement of some debt, the Board believes that Coca-Cola Amatil is in a good position to return capital to shareholders. The Board believes that following the Buy-Back, Coca-Cola Amatil will have a more efficient balance sheet while retaining sufficient flexibility to allow for normal operating and investing requirements. Information on the financial impact of the Buy-Back on Coca-Cola Amatil is shown in Section Why is an off-market tender Buy-Back considered the best process for returning capital to shareholders? The Board considered various alternatives for returning capital to shareholders and concluded that an off-market tender Buy-Back is in the best interests of Coca-Cola Amatil and its shareholders as it benefits both participating and non-participating shareholders. Such benefits include: the opportunity for improved earnings per share and return on equity for investors who continue to hold Shares in Coca-Cola Amatil because the Company s earnings will be attributed to a smaller number of shares on issue; for some shareholders, depending on their tax status, the after tax return from participating in the Buy-Back may be greater than selling their Shares on ASX; any Shares bought back will be bought at a discount of at least 8 percent to the Market Price, which will enable a greater number of Shares to be bought back than could be bought back on-market with the same amount of capital; all Eligible Shareholders have an equal opportunity to participate; participation is optional and Eligible Shareholders have the flexibility to tailor their participation to suit their own circumstances. In particular you can choose: whether to tender your Shares; how many (if any) of your Shares to tender; the Tender Discount(s); and a Minimum Price. no brokerage fee is payable and there is no need to appoint a stockbroker in order to participate in the Buy-Back; and shareholders with small shareholdings can sell all of their Shares without the risk of being left with some residual Shares. 1.4 Will Coca-Cola Amatil s dividend policy be changed as a result of the Buy-Back? The Board believes that Coca-Cola Amatil can maintain its existing dividend policy of paying out percent of annual net profit following the Buy-Back. While the Buy-Back will reduce Coca-Cola Amatil s franking account balance, the Board believes that future profits will be sufficient to pay fully franked dividends for the foreseeable future, subject to the continued operating performance of the Company s Australian business. Shareholders who participate in the Buy-Back will not be eligible to receive any Coca-Cola Amatil final dividend for the year ended 31 December 2007 in respect of those shares sold into the Buy-Back. This is because any final dividend will not be declared until the release of Coca-Cola Amatil s 2007 full year results announcement, which is not scheduled to be made until after the Buy-Back is completed. 7

10 1. Details of the Buy-Back and Tender Process continued YOUR PARTICIPATION IN THE BUY-BACK 1.5 Do I have to tender my Shares? Participation in the Buy-Back is entirely at your discretion. If you do not wish to participate, you do not have to do anything and the number of Shares you hold will not change as a result of the Buy-Back. 1.6 What are the reasons for participating in the Buy-Back? Key reasons to participate in the Buy-Back include: all of the Buy-Back Price above $2.67 will be treated as a fully franked dividend. Depending on your individual circumstances and the Australian income taxation consequences for you, this may provide a greater after tax return than selling your Shares on ASX; no brokerage fee is payable and there is no need to appoint a stockbroker in order to participate in the Buy-Back; and for shareholders with small shareholdings, it may be an efficient method of selling all of your Shares. It should be noted that you may be able to sell your Shares for a higher price on ASX. Coca-Cola Amatil s Share price on ASX may be, or may move, higher than the Buy-Back Price during or after the Tender Period. It may also vary significantly in the future. By making the Invitation and in setting the Tender Discount Range, Coca-Cola Amatil is not making any recommendation or giving any advice on the value of your Shares or whether (or how) you should sell your Shares. 1.7 What does the Buy-Back mean for me if I do not participate? If you choose not to participate or your Tender is unsuccessful, the number of Shares you hold will not change as a result of the Buy-Back, although your proportional holding will increase. You will benefit from any improvement in earnings per share and return on equity and you will continue to be subject to the normal investment risks associated with Share ownership. 1.8 Can foreign shareholders participate? Foreign shareholders can participate provided they are not Excluded Foreign Persons. In particular, the invitation is not being extended to any US Person, any person or company who is (or who is acting for the account or benefit of a person who is) in the United States, or any Canadian resident. THE TENDERING PROCESS 1.9 At what discount(s) can I tender my Shares? You may tender your Shares at one of the specified Tender Discounts in the Tender Discount Range or as a Final Price Tender (see Section 1.12). There are seven discounts from which you can choose. If you hold more than 500 Shares, you may tender parcels of Shares at different Tender Discounts, provided you tender at least 500 Shares in total, but not more Shares than you are entitled to tender. If you hold 500 Shares or less, and wish to participate, you must tender all your Shares at one discount, or tender all your Shares as a Final Price Tender. Regardless of the number of Shares you own and the Tender Discount(s) you select, you may also specify a Minimum Price (see Section 1.11) What Shares and how many can I tender into the Buy-Back? You are entitled to tender Shares which are registered in your name on the Record Date (Friday, 14 December 2007). Shares which you acquire on ASX on or after the Ex-Entitlement Date (Monday, 10 December 2007) do not confer an entitlement to participate in the Buy-Back. Maximum and minimum number of Shares that can be tendered Unless you have sold Shares on or after the Ex-Entitlement Date, the maximum number of Shares you are entitled to tender into the Buy-Back is set out on the personalised Tender Form enclosed with this booklet. If you hold 500 Shares or less, and wish to sell Shares in the Buy-Back, you must tender all your Shares at one Tender Discount or tender all your Shares as a Final Price Tender. If you hold more than 500 Shares, you may tender any number of your Shares at various discounts, provided the aggregate number of Shares tendered is greater than 500. If you sold Shares on or after the Ex-Entitlement Date then you can only tender those Shares that you held on the Record Date and which you continue to hold. 8

11 1.11 Can I specify a Minimum Price for the sale of my Shares? You are entitled, although not required, to specify a Minimum Price below which you are not prepared to sell your Shares. This is not an alternative to specifying a Tender Discount, but to be used in conjunction with the Tender Discount(s) you specify. You can elect a Minimum Price if you are concerned that movements in the Share price may result in your Tender Discount(s) corresponding to a lower Buy-Back Price than you are willing to accept. The Tender Forms allow you to specify one of four Minimum Prices. If the Buy-Back Price is less than your Minimum Price, then Coca-Cola Amatil will not purchase any of the Shares you tender, irrespective of your Tender Discount(s) and/or whether you submit a Final Price Tender. If you fail to nominate a Tender Discount or a Final Price Tender (see Section 1.12), and only make your Tender conditional on the Minimum Price, your Tender will be invalid and will not be accepted by Coca-Cola Amatil. If you nominate more than one Minimum Price, your Tender will be conditional upon the lowest Minimum Price you have specified What is a Final Price Tender? A Final Price Tender is an offer to sell Shares at the Buy-Back Discount that is determined by the Tender process. This could be a discount as large as 14 percent or as small as 8 percent to the Market Price. A Final Price Tender increases the likelihood that your Shares will be bought back. If the Buy-Back Discount is less than 14 percent, Final Price Tenders without a Minimum Price, or with a Minimum Price less than or equal to the Buy-Back Price, will not be scaled back. See Sections 1.21 and 1.22 for details on how any scale back works. By submitting a Final Price Tender without a Minimum Price you will ensure that at least some of your Shares will be bought back, unless Coca-Cola Amatil exercises its discretion to buy back no Shares at all. If a large number of Final Price Tenders are submitted, it is more likely that the Buy-Back Discount will be larger (i.e. the Buy-Back Price is more likely to be lower). Note that if you specify a Minimum Price it will still apply in respect of any Shares tendered using a Final Price Tender How do I participate in the Buy-Back? There are four steps to follow if you wish to participate in the Buy-Back: Step 1 Decide how many Shares you wish to sell; Step 2 Choose your Tender Discount(s) and/or whether to submit a Final Price Tender; Step 3 Decide if you want to have a Minimum Price and if so determine what it will be; and Step 4 Submit your Tender Form so that it is received by 7.00pm (Sydney time) on Friday, 25 January Step 1 Decide how many Shares you wish to sell To participate in the Buy-Back, you first need to decide how many Shares you wish to sell. The personalised Tender Form enclosed with this booklet sets out the maximum number of Shares you can tender into the Buy-Back. If you hold more than 500 Shares on the Record Date, you may tender any number of Shares between 500 and this maximum number. If you hold 500 Shares or less on the Record Date (blue or white Tender Form) you may only lodge one Tender for all of your Shares. You must not, before the Buy-Back Date, sell or offer to sell to others the Shares you have tendered in the Buy-Back, unless you first withdraw or amend your Tender (see Section 1.25). Step 2 Choose your Tender Discount(s) and/or whether to submit a Final Price Tender Once you have determined the number of Shares you wish to sell, you need to indicate the discount(s) to the Market Price at which you are willing to sell those Shares (your Tender Discount(s)). Tender Discount options You may tender your Shares at any discount in the range (from 8 percent to 14 percent to the Market Price) set out on the Tender Form or as a Final Price Tender. If you hold 500 Shares or less on the Record Date, and wish to participate in the Buy-Back, you must tender all your Shares at one Tender Discount or tender all your Shares as a Final Price Tender (see Section 1.12). You cannot split your holding and tender different parcels of your Shares at different Tender Prices. If you hold more than 500 Shares on the Record Date, you may tender different parcels of your Shares at different Tender Discounts and/or as a Final Price Tender. For example, you may tender one third of the Shares you wish to sell at a 10 percent Tender Discount, one third at a 12 percent Tender Discount and one third as a Final Price Tender, provided the aggregate number of Shares you tender is 500 Shares or more. However, you may not tender the same Shares at different Tender Discounts (or at both a specified Tender Discount and as a Final Price Tender). Each parcel of Shares tendered at a different Tender Discount or as a Final Price Tender is a separate Tender. The total number of Shares that you tender into the Buy-Back should not exceed the number of Shares that you held as at the Record Date, as set out in Part A on your Tender Form. 9

12 1. Details of the Buy-Back and Tender Process continued Step 3 Decide if you want to have a Minimum Price and if so determine what it will be In addition to choosing to tender your Shares at the specified Tender Discounts and/or as a Final Price Tender, you may also elect to impose a Minimum Price condition on your Tender (see Section 1.11). Four Minimum Price options are available from which you can choose. The Minimum Price can only be one of these four options. If you elect a Minimum Price, it will apply to all Shares you tender (at differing Tender Discounts and including Final Price Tenders). Acceptance of your Tender will be conditional upon the Buy-Back Price being no less than the Minimum Price as chosen by you on your Tender Form. Step 4 Submit your Tender(s) by 7.00pm (Sydney time), Friday, 25 January 2008 Make sure you sign your personalised Tender Form. How you submit your Tender will depend on the type of holding you have, which will be specified on your Tender Form. Details are as follows (samples of completed forms are provided in Section 6). (a) Issuer Sponsored Holdings (blue or yellow Tender Forms) If you have an Issuer Sponsored Holding, you need to complete and sign your personalised Tender Form and return it to the Coca-Cola Amatil Share Registry. Tender Forms mailed or delivered must be received by the Coca-Cola Amatil Share Registry no later than 7.00pm (Sydney time) on Friday, 25 January You need to complete either: a blue Tender Form, which only allows either a single Tender Discount or a Final Price Tender. A blue Tender Form has been provided if you have an Issuer Sponsored Holding and you hold 500 Shares or less; or (b) CHESS Holdings (white or pink Tender Forms) If you have a CHESS Holding you need to complete either: a white Tender Form, which only allows either a single Tender Discount or a Final Price Tender. A white Tender Form has been provided if you have a CHESS holding and you hold 500 Shares or less; or a pink Tender Form, which allows Tenders of different parcels of Shares at multiple Tender Discounts and/or as a Final Price Tender. A pink Tender Form has been provided if you have a CHESS holding and you hold more than 500 Shares. You need to send or deliver the completed and signed Tender Form to your Controlling Participant (normally your stockbroker). The name of the Controlling Participant who manages your CHESS Holding as at the Record Date is printed on your Tender Form. You should allow your Controlling Participant sufficient time such that they can process your Tender by no later than 7.00pm (Sydney time) on Friday, 25 January You should not send your Tender Form to the Coca-Cola Amatil Share Registry if you have a CHESS Holding. CHESS Holders may receive written confirmation from CHESS of the Tenders made on your holding by your Controlling Participant. Irrespective of its wording, this confirmation is not an acceptance by Coca-Cola Amatil of any Tender. a yellow Tender Form, which allows Tenders of different parcels of Shares at multiple Tender Discounts and/or as a Final Price Tender. A yellow Tender Form has been provided if you have an Issuer Sponsored Holding and you hold more than 500 Shares. You need to send or deliver the completed and signed Tender Form to the Coca-Cola Amatil Share Registry as follows: If sending by mail: or If delivering in person: Coca-Cola Amatil Limited Coca-Cola Amatil Limited C/- Link Market Services Limited C/- Link Market Services Limited Reply Paid 1511 Level 12, 680 George Street SYDNEY SOUTH NSW 1234 SYDNEY NSW 2000 You can use the enclosed reply-paid envelope if you are posting your Tender Form within Australia. Your Tender Form may not be accepted by Coca-Cola Amatil unless it is actually received at one of the above addresses by 7.00pm (Sydney time) on Friday, 25 January You should allow sufficient time for this to occur if you are sending your Tender Form by mail. 10

13 TENDER OUTCOMES 1.14 What price will Coca-Cola Amatil pay to buy back my Shares? The Buy-Back Price will be the price obtained by applying the Buy-Back Discount to the Market Price and rounding to the nearest cent. The Buy- Back Discount will be determined as the largest discount within the range of 8 percent to 14 percent inclusive (at intervals of 1 percent) that will allow Coca-Cola Amatil to purchase the amount of capital it determines to buy back. For each Share purchased you receive an amount A determined as follows: A = B x (1-C) where: A = Buy-Back Price B = Market Price (see Section 1.15) C = The Buy-Back Discount as a percentage So for example, if the relevant Market Price is $10.10 and the Buy-Back Discount is 14 percent, then the Buy-Back Price would be $8.69 calculated as $10.10 x (1 14/100). All Shares will be bought back at the Buy-Back Price, so you will be paid the Buy-Back Price for each Share that is bought back, even if your Tender Discount would have resulted in a lower price than the Buy-Back Price. Furthermore, the Buy-Back Discount will be such that the Buy-Back Price does not exceed the Deemed Tax Value, the determination of which is outlined in Section How will I know what the Market Price is? The Buy-Back Discount applies to the Market Price, which is calculated as the volume weighted average price (VWAP) of Coca-Cola Amatil Shares over the five trading days up to and including the Closing Date (excluding certain trades see definition of VWAP and Market Price in Section 5.1). To provide an indication of the Market Price, Coca-Cola Amatil will calculate the running VWAP during this five day period which will be available by calling the Buy-Back Information Line. This will be updated daily. Coca-Cola Amatil plans to announce the actual Market Price, representing the VWAP for the full five day period up to and including the Closing Date, at or before 6.00pm on Friday, 25 January The announcement will be provided on the Coca-Cola Amatil website at Alternatively, the Market Price can be obtained by calling the Buy-Back Information Line How will I know if my Tender has been received? You can check if your Tender has been received by contacting the Buy-Back Information Line. Please note that the receipt or processing of your Tender does not mean that your Tender has been accepted How will I know what the Buy-Back Price is? Coca-Cola Amatil expects to announce the Buy-Back Price on ASX on Tuesday, 29 January The announcement will be available on the Coca-Cola Amatil website ( Alternatively, shareholders can call the Buy-Back Information Line Will all the Shares I tender be bought back? The success of your Tender will depend on your Tender Discount, your Minimum Price if applicable, the size and Tender Discounts of Tenders lodged by other shareholders and the total number of Tenders Coca-Cola Amatil accepts. In the event that there are more Shares tendered at the Buy-Back Discount than Coca-Cola Amatil is prepared to buy, a scale back will occur (see Sections 1.21 and 1.22). The success of your Tender also depends on whether a valid Tender Form has been submitted. 11

14 1. Details of the Buy-Back and Tender Process continued 1.19 How will I know how many of my Shares have been bought back? On or before Friday, 1 February 2008, Coca-Cola Amatil will send all shareholders who have tendered Shares into the Buy-Back a statement notifying them of the number of Shares (if any) that have been bought back. Where Tenders have been successful, the notification will be accompanied by a direct credit confirmation advice or a cheque for the proceeds as outlined in Section Shareholders can also call the Buy-Back Information Line after 9.00am on Tuesday, 29 January 2008 to find out if their Tenders have been successful How will the Buy-Back Price compare with selling Shares on ASX and what are the Australian tax implications? It is likely that you will be able to sell your Shares at a higher price on ASX as the Buy-Back Price will be at a discount to the Market Price. However, the tax treatment and/or savings in brokerage fees may make participating in the Buy-Back more attractive depending on the size of your holding and your individual circumstances. The specific tax implications of selling your Shares into the Buy-Back will depend on your individual circumstances. Section 2 contains general information on some of the Australian tax consequences of selling into the Buy-Back. By way of illustration, a table comparing the tax implications of selling into the Buy-Back relative to selling on ASX for different investor circumstances is provided in Section 2.4. By making this Invitation, Coca-Cola Amatil is not making any recommendation or giving advice on the value of your Shares, nor is it making any recommendation or giving any advice on whether you should tender Shares into the Buy-Back or sell Shares on ASX. You should consult a professional adviser if you have any questions in relation to the tax implications of the Buy-Back How will Coca-Cola Amatil determine successful Tenders and any scale back? Rules for the Tender are set out below. Examples are shown in Section What is a scale back? Coca-Cola Amatil will need to apply a scale back if the number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount and as Final Price Tenders exceeds the total number of Shares Coca-Cola Amatil determines to buy back. Coca-Cola Amatil expects to announce details of any scale back on Tuesday, 29 January The scale back will be undertaken on a pro-rata basis after taking into account Small Residual Holding Tenders and Priority Parcels. What is a Small Residual Holding Tender? A Small Residual Holding Tender is a Tender submitted by a shareholder who has tendered all of their Shares at one or more Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender and who would otherwise be left with 200 Shares or less as a result of a scale back. No scale back will apply to such Tenders. What is a Priority Parcel? A Priority Parcel applies to shareholders who have tendered Shares at one or more Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender and whose Tenders are subject to scale backs. In such cases, Coca-Cola Amatil will buy back the Priority Parcel from each shareholder. The scale back will only apply to the Shares remaining after the Priority Parcel has been acquired. The Priority Parcel is equal to 500 Shares or such lesser number of Shares as is required to ensure that Coca-Cola Amatil is able to buy back only the number of Shares it determines to buy back. Where the aggregate number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount is less than or equal to 500 Shares (i.e. the Priority Parcel), such Shares will be purchased without any scale back. 12

15 If the Buy-Back Discount is between 8 percent and 13 percent inclusive, successful Tenders will be determined as follows: Tender submitted: Small Residual Holding Tenders or Tenders from: Shareholders with 500 Shares or less Shareholders whose aggregate number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender is less than the Priority Parcel Balance of Tenders Final Price Tender; or At a Tender Discount greater than the Buy-Back Discount At a Tender Discount equal to the Buy-Back Discount Tender accepted in full 1 Tender accepted in full 1 Tender accepted in full 1 A scale back on a pro-rata basis will occur after allowing for Priority Parcel Shares 1 At a Tender Discount less than the Buy-Back Discount Tender rejected in full Tender rejected in full If the Buy-Back Discount is 14 percent, successful Tenders will be determined as follows: Tender submitted: Small Residual Holding Tenders or Tenders from: Shareholders with 500 Shares or less Shareholders whose aggregate number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender is less than the Priority Parcel Balance of Tenders Final Price Tender; or At a Tender Discount equal to the Buy-Back Discount At a Tender Discount less than the Buy-Back Discount Tender accepted in full 1 Tender rejected in full A scale back on a pro-rata basis will occur after allowing for Priority Parcel Shares 1 Tender rejected in full (1) If a Minimum Price has been specified in addition to the Tender Discount, and the Buy-Back Price is below the Minimum Price, then the Tender will be rejected in full and none of the Shares tendered will be bought back. 13

16 1. Details of the Buy-Back and Tender Process continued 1.22 How will a scale back affect my Tender? The details of any scale back are expected to be announced on Tuesday 29, January When the scale back is calculated, and results in a number of Shares being bought back that includes a fraction, the actual number of Shares bought back will be rounded down to the next Share. The examples set out on the following pages illustrate how a scale back may affect your Tender. Shareholders should not rely on the discounts used as being the Buy-Back Discount, as the discounts specified are for illustrative purposes only. Example of a Buy-Back Discount of 10 percent with a 20 percent scale back 1 on sample Tenders Tender either Number Shares Shares Tender partially or fully Small Residual of shares owned tendered Discount successful Holding Tender bought back Michelle % Yes No 400 John 8,000 Sarah 8,000 Greg 1,100 Sandra 1,200 4,000 Final Price Tender Yes 4,000 2,000 14% Yes No 2,000 4,000 9% No 0 2,000 10% Yes No 1, Final Price Tender Yes % Yes Yes Final Price Tender Yes % Yes No 580 Explanation Michelle John Sarah Greg Sandra The Tender Discount of 14% is greater than the Buy-Back Discount (10%) so the Tender will be accepted in full. As the Buy-Back Discount (10%) is less than the maximum discount in the Tender Discount Range (14%), the Final Price Tender will be accepted in full. The Tender at a Tender Discount of 14% will also be accepted in full as the Tender Discount is greater than the Buy-Back Discount (10%). The Tender at a Tender Discount of 9% will be rejected, as the Tender Discount is less than the Buy-Back Discount (10%). The Shares tendered at a Tender Discount of 10%, which is the Buy-Back Discount, will be subject to a scale back after the Priority Parcel of 500 Shares has been bought back. The scale back will be calculated on 1,500 Shares (2,000 less 500 Priority Parcel) so 1,700 of Sarah's Shares (500 Priority Parcel plus 80% of 1,500) will be bought back. The Final Price Tender of 500 Shares is accepted in full as the Buy-Back Discount (10%) is less than the maximum discount in the Tender Discount Range (14%). No scale back applies to the 600 Shares tendered at a Tender Discount of 10%, even though the Tender Discount is equal to the Buy-Back Discount. This is because a scale back of the 600 Shares would result in Greg holding 120 Shares (600 less 80% of the 600) and Greg has tendered all his shares as a Final Price Tender and / or Tender Discounts at or greater than the Buy-Back Discount making the Tender a Small Residual Holding Tender. All shares tendered by Greg will therefore be bought back. The Final Price Tender for 400 Shares will be accepted in full as the Buy-Back Discount (10%) is less than the maximum discount in the Tender Discount Range (14%). The 700 Shares tendered at a Tender Discount of 10%, which is the Buy-Back Discount, are subject to a scale back. The Priority Parcel of 500 Shares will be bought back, 400 of which are from Sandra's Final Price Tender leaving 100 that will be bought back from Shares tendered at a 10% Tender Discount. A scale back will therefore apply to 600 Shares (1,100 less 500) of the Shares tendered at a Tender Discount of 10%, resulting in 580 Shares (100 as a result of Priority Parcel rules plus 80% of 600) that will be bought back. 120 of the Shares that Sandra tendered will not be bought back. Note that Sandra's Tender is not a Small Residual Holding Tender, even though all her Tenders are a Final Price Tender and/or at Tender Discounts at or greater than the Buy-Back Discount, as Sandra has tendered only 1,100 of her 1,200 Shares. (1) A 20 percent scale back will result in 80 percent of Shares tendered at the Buy-Back Discount (and where the Buy-Back Discount is 14 percent, 80 percent of Shares tendered as Final Price Tenders) being bought back subject to Small Residual Holdings and acceptance of the Priority Parcel. 14

17 Example of a Buy-Back Discount of 14 percent with a 20 percent scale back 1 on sample Tenders Tender either Number Shares Shares Tender partially or fully Small Residual of shares owned tendered Discount successful Holding Tender bought back Michelle % Yes No 400 John 8,000 4,000 Final Price Tender Yes 2,000 14% Yes No 4,900 Sarah 8,000 Greg 1,100 Sandra 1,200 4,000 9% No 0 No 2,000 10% No Final Price Tender Yes 500 No % No Final Price Tender Yes 400 No % No 0 Explanation Michelle The Tender will be accepted in full. Michelle has tendered her Shares at the Buy-Back Discount (14%), but no scale back applies (as could occur for larger parcels of Shares tendered at the Buy-Back Discount) as the number of Shares tendered is less than the Priority Parcel. John As the Buy-Back Discount is 14%, both the Final Price Tender and the Tender at a Tender Discount of 14% will be accepted subject to a scale back. Aggregating the two Tenders, and allowing for the 500 Share Priority Parcel, the scale back will be calculated on 5,500 Shares (the aggregate of 4,000 and 2,000 less the Priority Parcel of 500) effectively reducing the number of Shares accepted to 4,900 (500 Priority Parcel plus 80% of 5,500). Sarah None of the Shares tendered by Sarah will be accepted, as the Tender Discounts for both parcels of Shares tendered (9% and 10%) were less than the Buy-Back Discount of 14%. Greg The Tender at a Tender Discount of 10% will be rejected, as the Tender Discount is less than the Buy-Back Discount (14%). The Final Price Tender of 500 Shares will not be subject to scale back (as could occur for larger parcels of Shares tendered as Final Price Tenders when the Buy-Back Discount is the maximum in the Tender Discount Range) as it is equal to the Priority Parcel. Sandra The Tender at a Tender Discount of 10% will be rejected, as the Tender Discount is less than the Buy-Back Discount (14%). The Final Price Tender of 400 Shares will not be subject to a scale back (as could occur for larger parcels of Shares tendered as Final Price Tenders when the Buy-Back Discount is the maximum in the Tender Discount Range) as it is less than the Priority Parcel. (1) A 20 percent scale back will result in 80 percent of Shares tendered at the Buy-Back Discount (and where the Buy-Back Discount is 14 percent, 80 percent of Shares tendered as Final Price Tenders) being bought back subject to Small Residual Holdings and acceptance of the Priority Parcel. 15

18 1. Details of the Buy-Back and Tender Process continued OTHER QUESTIONS 1.23 Can I trade Shares after submitting a Tender? You must not sell, offer to sell, or otherwise transfer the Shares that you have tendered into the Buy-Back. In addition, you must not convert the Shares you tender from an Issuer Sponsored Holding to a CHESS Holding or vice versa, or move them between CHESS Holdings (for instance, you cannot change your HIN (Holder Identification Number) or your Controlling Participant). Once you have submitted a Tender, a holding lock will be placed over the Shares you have tendered. You will not be able to successfully deal with those Shares until those Shares are released, which will occur as soon as practicable after the Buy-Back Date (except for Shares which have been bought back). For Shares to be released before the Buy-Back Date you must withdraw or amend your Tender. It should be noted that withdrawals and amendments may not take immediate effect. See Section 1.25 for information on withdrawing or amending Tenders. If you sell, offer to sell, or otherwise transfer any Shares after you submit a Tender, and at the Buy-Back Date you do not hold at least the number of Shares you have tendered, Coca-Cola Amatil may, in its absolute discretion, reject your Tender (in whole or in part) or treat your Tender as if you had tendered the number of Shares actually held by you at the Closing Date (see Sections 4.7 and 4.9) How have Coca-Cola Amatil Shares performed over recent times? The closing price of Coca-Cola Amatil Shares on ASX on Tuesday, 4 December 2007, being the last day before Coca-Cola Amatil announced the Buy-Back, was $ Coca-Cola Amatil s highest and lowest market sale prices and Volume Weighted Average Price (VWAP) during each of the preceding five months were as follows: Period Low 1 High 1 VWAP Jul-2007 $8.78 $9.66 $9.33 Aug-2007 $8.52 $9.60 $9.01 Sep-2007 $8.96 $9.65 $9.28 Oct 2007 $8.75 $10.25 $9.37 Nov-2007 $9.79 $10.59 $10.24 Dec $10.00 $10.35 $10.18 (1) Figures based on Shares traded during normal ASX trading hours. (2) December 2007 figures represent month to date figures as at Tuesday, 4 December A graph of the Share price performance of Coca-Cola Amatil over the period from 1 January 2005 to 4 December 2007 is set out below. $12.00 $10.00 $8.00 $6.00 $4.00 Jan-05 Source: IRESS Jul-05 Jan Can I withdraw or amend my Tender? Once you have submitted a Tender, it can only be withdrawn or amended by following the procedures below. (a) Issuer Sponsored Holdings Withdrawal of Tenders - You may withdraw your Tender(s) by contacting the Buy-Back Information Line and requesting and completing a Withdrawal/Amendment Form, and sending it to the Coca-Cola Amatil Share Registry at the address provided. Amendment of Tenders - If you wish to change the terms of all or some of your Tenders or you wish to withdraw some (but not all) of your Tenders, you can do so by contacting the Buy-Back Information Line and requesting and completing a Withdrawal/Amendment Form, and sending it to the Coca-Cola Amatil Share Registry at the address provided. The effect of amending your Tenders by submitting a Withdrawal/Amendment Form will be to withdraw all your previous Tenders and replace them with the Tenders detailed on that form. On the Withdrawal/Amendment Form, you will need to complete the details of all the Tenders you wish to submit as if you had not previously submitted them. Completed Withdrawal/Amendment forms mailed or delivered must be received by Coca-Cola Amatil Share Registry no later than 7.00pm (Sydney time) on Friday, 25 January Jul-06 Jan-07 Jul-07 Dec-07 16

19 (b) CHESS Holdings If you have a CHESS Holding, you will need to instruct your Controlling Participant in sufficient time for them to process your amendment or withdrawal by no later than 7.00pm (Sydney time) on Friday, 25 January You should not send a Withdrawal/Amendment Form to the Coca-Cola Amatil Share Registry. The effect of your Controlling Participant withdrawing or amending one or more of your Tenders will be to withdraw those Tenders, and in the case of an amendment, to replace the amended Tenders with new Tenders. If you are a CHESS Holder, you may receive written confirmation from CHESS of the withdrawals/amendments made on your holding by your Controlling Participant. Irrespective of its wording, this confirmation is not an acceptance by Coca-Cola Amatil of any Tender How can I obtain additional Tender and Withdrawal/Amendment Forms? If you require replacement Tender Forms or additional Withdrawal/Amendment Forms, call the Buy-Back Information Line What if I have more than one holding of Shares? You will receive a personalised Tender Form for each separate registered holding of Shares. For example, if you hold some Shares in your name and some Shares jointly with your spouse, you will receive two Tender Forms. You may tender Shares in the Buy-Back from any or all of your separate registered holdings provided that you complete the Tender Form and follow the instructions on each Tender Form for each holding you wish to tender. Any scale back that applies to Shares tendered from more than one registered holding of Shares will be applied to each registered holding as if held by different persons What if I have a joint shareholding? If you hold your Shares jointly with another person (for example your spouse) and you have an Issuer Sponsored Holding, you must complete and return the Tender Form in accordance with instructions for joint holdings on the Tender Form How will I receive payment for Shares bought back? If you have an existing direct credit authority for the payment of dividends on your Shares recorded on the Coca-Cola Amatil Share Register at 7.00pm (Sydney time) on the Closing Date (Friday, 25 January 2008), all proceeds due to you under the Buy-Back will be credited to your nominated bank account. In all other cases you will be sent a cheque for the Buy-Back proceeds in Australian dollars to your address as recorded on the Coca-Cola Amatil Share Register at 7.00pm (Sydney time) on Friday, 25 January Payments to bank accounts and dispatch of cheques are expected to be completed by Friday, 1 February Payments to the accounts and the dispatch of cheques to the address of shareholders as recorded on the Coca-Cola Amatil Share Register on the Closing Date will satisfy Coca-Cola Amatil s obligation to pay for any Shares bought back Can I still vote at any shareholder meeting if I tender my Shares? Shareholders who tender their Shares to Coca-Cola Amatil will still be entitled to vote (in accordance with the voting rights attached to those Shares) at any Coca-Cola Amatil shareholder s meeting that is held on or before the Closing Date Can I transfer my rights to participate in the Buy-Back? Rights in the Buy-Back are not transferable. 17

20 2 Australian Tax Implications for Shareholders Tax treatment from participating in the Buy-Back will vary depending on your circumstances. It is therefore recommended that you consult with your taxation professional regarding your particular circumstances. 18

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