Coca-Cola Amatil Off-Market Share Buy-Back

Transcription

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

21 2. Australian Tax Implications for Shareholders 2.1 Introduction This summary has been prepared as a general guide based on Australian tax legislation and practices current as at 7 December It assumes that you are not a share trader and that you do not hold your Shares as revenue assets for the purpose of sale at a profit and that your Shares are subject to Australian capital gains tax. Has the ATO made a ruling about the Buy-Back? Coca-Cola Amatil has requested an ATO class ruling on your behalf in relation to the tax implications of the Buy-Back. The class ruling cannot be given until after the Buy-Back has closed. However, this summary accords with what Coca-Cola Amatil anticipates the class ruling will say. How will I be able to see a copy of the ruling? After the class ruling is issued, it will be available on the ATO website. A link to it will be posted on the Coca-Cola Amatil website at Tax allocation For tax purposes, the amount you receive from selling a Share in the Buy- Back will comprise: Sale Consideration - equal to the greater of the Deemed Tax Value (see Section 2.2) less the Dividend Component, and $2.67. Dividend Component - equal to the Buy-Back Price less $2.67, and which will be fully franked. The Sale Consideration will be taken into account for tax purposes in determining whether you make a capital gain or loss on sale of your Shares (see Section 2.2). For income tax purposes, the Dividend Component will be treated in the same way as any other franked dividend (see Section 2.3). 2.2 Sale Consideration capital gains tax The Sale Consideration will be taken into account for tax purposes in determining whether you make a capital gain or loss on sale of your Shares. In calculating any gain or loss on sale, you will be taken to have received Sale Consideration equal to the greater of: the Deemed Tax Value (explained below), less the Dividend Component; and $2.67. It should be noted that the Sale Consideration will be significantly different from the capital gains tax consideration which would result from an onmarket sale of Shares, as illustrated in the table at Section 2.4. What is the Deemed Tax Value? The requirement to make a Deemed Tax Value adjustment is set out in Taxation Determination TD 2004/22, which can be obtained from the ATO website at The Commissioner of Taxation has indicated that for the purposes of the Buy-Back the Deemed Tax Value will be determined in accordance with the following formula: Closing level of S&P/ASX 200 Index $10.10 x on the Closing Date 6,520.7 where: $10.10 was the VWAP of Shares over the last five trading days before the announcement of the Buy-Back; and 6,520.7 was the opening level of the S&P/ASX 200 Index on Wednesday, 5 December If the movement in the S&P/ASX 200 Index is significantly different from the movement in Coca-Cola Amatil s traded Share price over the relevant period, Coca-Cola Amatil may approach the ATO to seek to vary the methodology used to determine the Deemed Tax Value. Must I calculate the Deemed Tax Value or the Sale Consideration? No. The Deemed Tax Value and the Sale Consideration will be determined by Coca-Cola Amatil and confirmed by the ATO in its class ruling. Where can I find the Deemed Tax Value and the Sale Consideration? Coca-Cola Amatil will make preliminary determinations of the Deemed Tax Value and the Sale Consideration which will be included in the announcement of the Buy-Back results to ASX on Tuesday, 29 January The announcement will be posted on the Coca-Cola Amatil website at Alternatively, Coca-Cola Amatil s preliminary determination of the Deemed Tax Value and the Sale Consideration can be obtained by calling the Buy-Back Information Line. Confirmation of the Deemed Tax Value and Sale Consideration will be contained in the ATO class ruling. Why is the Deemed Tax Value or the Sale Consideration not in this booklet? The Deemed Tax Value formula in Taxation Determination TD 2004/22 relies in part on the movement of the S&P/ASX 200 Index up to the close of the Buy-Back. The Deemed Tax Value can therefore not be determined until then. The Sale Consideration is dependent on both the Deemed Tax Value and the Buy-Back Price. The Buy-Back Price will not be available until after the Tender Period. 19

22 2. Australian Tax Implications for Shareholders continued Resident individuals How do I calculate a capital gain or capital loss? You will make a capital gain to the extent that the Sale Consideration exceeds the cost base of your Shares. The cost base of a Share will generally be your original or deemed cost of acquisition, plus any incidental costs of acquisition and disposal. Additionally, if you acquired your Shares prior to August 2001, the cost base will need to be adjusted to take account of the dilutionary effect of some or all of the following share issues and capital returns: 11 April 1991: 2 for 1 share split; 22 September 1993: 1 for 4 bonus share issue; 22 April 1994: 1 for 4 bonus share issue; 23 June 1998: $3.86 per share capital return (European demerger); and 10 August 2001: $0.40 per share capital return. You will make a capital loss to the extent that the reduced cost base of your Shares exceeds the Sale Consideration. You may only use a capital loss to offset a capital gain, either in the same or a later year. Will I be able to discount a capital gain? If, at the time you sell your Shares in the Buy-Back, you have held the Shares for at least 12 months, you need only include one-half of any net capital gain in your assessable income; in other words, you would discount your net capital gain on the sale of your Shares by 50 percent. Any current or prior year capital losses that you have not offset against other capital gains must be applied against the capital gain before it is discounted. Alternatively, if your Shares were acquired before 11:45am (ACT time) on 21 September 1999 you have the option of obtaining indexation relief, in which case you will not be able to discount your capital gain. If, at the time you sell your Shares in the Buy-Back, you have held the Shares for less than 12 months, the assessable amount of the capital gain (net of capital losses) cannot be discounted. At what time will a capital gain or capital loss arise? For capital gains tax purposes, any capital gain or capital loss will occur on completion of the Buy-Back, which is anticipated to occur on Tuesday, 29 January Complying superannuation funds An Australian complying superannuation fund without current pension liabilities participating in the Buy-Back will be treated the same as a resident individual, except that the discount on capital gains on Shares held for at least 12 months is one-third, rather than one-half, of any capital gain (after first setting off capital losses). This means that a complying superannuation fund shareholder only needs to include two-thirds of any net capital gain in its assessable income. Resident companies A resident company will typically only make a capital loss on the sale of Shares if the reduced cost base of each of its Shares exceeds the Deemed Tax Value. A resident company will make a capital gain on the sale of each of its Shares to the extent that the Sale Consideration exceeds the cost base of each of those Shares. Will the company be able to discount a capital gain? Companies are not entitled to discount a capital gain. Non-residents Coca-Cola Amatil believes that its Shares are not indirect Australian real property interests. Accordingly, you will not make a capital gain or capital loss for Australian tax purposes on the sale of your Shares in the Buy-Back unless you have used your Shares at any time in carrying on a business through a permanent establishment in Australia or unless you have previously resided in Australia and held the Shares without recognising a capital gain or loss at the point in time when you left Australia. 2.3 Dividend taxable income For income tax purposes, the Dividend Component will be treated in the same way as any other franked dividend. Resident individuals and complying superannuation funds How much dividend income must I include in my assessable income? You must include in your assessable income for each Share that you sell: the Dividend Component, being the difference between the Buy-Back Price and $2.67; plus the attached franking credit. The amount of the Dividend Component and the attached franking credit will not be affected by any Deemed Tax Value adjustment for tax purposes. Will the Dividend Component be fully franked? Yes. If you satisfy the holding period rules, you will be entitled to a tax offset equal to the amount of the franking credit. A tax offset reduces the tax payable on your taxable income and, if it exceeds the total tax payable, you will be entitled to a refund of the excess. 20

23 Resident companies How much dividend income must a company include in its assessable income? A company must include in its assessable income for each Share that it sells: the Dividend Component, being the difference between the Buy-Back Price and $2.67; plus the attached franking credit. The amount of the Dividend Component and the attached franking credit will not be affected by any Deemed Tax Value adjustment for tax purposes. Will the Dividend Component be fully franked? Yes. If the company satisfies the holding period rules, the company should enter the franking credit in its franking account and it can be used to frank dividends that the company pays. The company will be entitled to a tax offset equal to the amount of the franking credit. A tax offset reduces the tax payable on the company s taxable income but the company will not be entitled to a refund of any excess. Requirements for franking credits There are a number of tax rules designed to discourage trading in franking credits. Anti-streaming rules apply to a company s shareholders generally, and holding period rules apply to particular shareholders according to their circumstances. The rules can deny tax offsets, and in the case of a company can deny franking credits attributable to the franked dividend component of a Buy-Back. Will the anti-streaming rules deny me franking credits? Coca-Cola Amatil has received preliminary advice from the ATO that the anti-streaming rules will not deny you tax offsets or franking credits on the franked Dividend Component of the Buy-Back Price. What are the holding period rules? To qualify for tax offsets/franking credits attaching to the Dividend Component, you must hold the Shares that you sell in the Buy-Back for 45 clear days: at risk; and free of related payment obligations. If you do not satisfy the holding period rules you do not include the franking credit in your income. Are my Shares held at risk and free of related payment obligations? Whether you have any risk reduction arrangements or related payment obligation arrangements in place depends on your own particular circumstances. Examples of risk reduction arrangements include options or hedging arrangements. An example of a related payment obligation would be a dividend swap agreement. Will the Shares that I sell in the Buy-Back be held for 45 clear days? Yes. The 45 day holding period will be counted back from Monday, 28 January 2008, being the day prior to the date that the Buy-Back contract is formed, to Saturday, 15 December To be entitled to participate in the Buy-Back your Shares must have been registered on the Record Date (Friday, 14 December 2007) which is prior to the commencement of the 45 day holding period. It therefore follows that no Shares will be bought back which have been held for less than 45 clear days. If I buy more Shares on ASX on or after the Ex-Entitlement Date on Monday, 10 December 2007, will the last-in-first-out rule treat them as the Shares I sell in the Buy-Back? No. Coca-Cola Amatil expects the class ruling to confirm that the last-infirst-out rule applicable for the 45 day holding period rule will not treat you as selling in the Buy-Back any Shares purchased on ASX on or after the Ex- Entitlement Date. Are there any exemptions from the holding period rules? An exemption from the risk reduction rule, but not the payment obligation rule, should be available to an individual shareholder who has a total franking credit/tax offset entitlement of $5,000 or less (aggregating all dividends) for the 2008 income year. An exemption from the risk reduction rules should be available to complying superannuation funds and widely held trusts that comply with certain benchmark portfolio rules. Non-residents You will not be subject to Australian income tax or Australian withholding tax on the Dividend Component. You need to bear in mind that the Dividend Component is treated as a dividend only for Australian tax purposes. You should not assume that it will be treated as dividend income in your home country. In most countries, it will likely be treated simply as part of the sale proceeds of your Shares. 2.4 Examples of sale of Shares in the Buy-Back for resident individuals and complying superannuation funds The following table provides an illustrative example of the potential Australian tax consequences for Australian resident individuals and Australian complying superannuation funds from disposing of their Shares in the Buy-Back. This table is an example only and is based on a number of assumptions: a Buy-Back Price of $8.69; a Deemed Tax Value of $10.15; on-market sale at $10.10; and a cost base of $

24 2. Australian Tax Implications for Shareholders continued Sample tax calculations for selling into the Buy-Back at $8.69 and selling on ASX at $10.10 Tax payable by resident individuals and complying superannuation funds without current pension liabilities Basic parameters / assumptions Methodology Your Taxable Income Superfund without current $0 - $6,000 $6,001 - $30,000 $30,001-$75,000 $75,001 - $150,000 $150,001+ pension liabilities 0.0% marginal 16.5% marginal 31.5% marginal 41.5% marginal 46.5% marginal 15.0% marginal tax rate tax rate 1 tax rate 1 tax rate 1 tax rate 1 tax rate (1) Deemed Tax Value (assumed) 2 $10.15 $10.15 $10.15 $10.15 $10.15 $10.15 (2) Buy-Back Price (assumed) $8.69 $8.69 $8.69 $8.69 $8.69 $8.69 (3) Cost base (assumed) $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 (4) Capital per share $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 (5) Marginal tax rate 1 0.0% 16.5% 31.5% 41.5% 46.5% 15.0% (6) Capital gains discount 50.0% 50.0% 50.0% 50.0% 50.0% 33.3% Selling into the Buy-Back at $8.69 Income tax consequences (7) Fully franked dividend =(2) - (4) $6.02 $6.02 $6.02 $6.02 $6.02 $6.02 (8) Add: gross up for franking credits 3 =(7) / 0.7 x 0.3 $2.58 $2.58 $2.58 $2.58 $2.58 $2.58 (9) Assessable income 3 =(7) + (8) $8.60 $8.60 $8.60 $8.60 $8.60 $8.60 (10) Tax on that assessable income 1 =(9) x (5) $0.00 $(1.42) $(2.71) $(3.57) $(4.00) $(1.29) (11) Tax offset for franking credits 3 =(8) $2.58 $2.58 $2.58 $2.58 $2.58 $2.58 (12) Net tax benefit (obligation) 1,3 =(10) + (11) $2.58 $1.16 $(0.13) $(0.99) $(1.42) $1.29 (13) After tax dividend proceeds 1,3 =(7) + (12) $8.60 $7.18 $5.89 $5.03 $4.60 $7.31 Capital gains tax consequences (14) Deemed Tax Value 2 =(1) $10.15 $10.15 $10.15 $10.15 $10.15 $10.15 (15) Less: Dividend =(7) $6.02 $6.02 $6.02 $6.02 $6.02 $6.02 (16) Sale Consideration 2 =(14) - (15) $4.13 $4.13 $4.13 $4.13 $4.13 $4.13 (17) Less: Assumed cost base =(3) $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 (18) Nominal capital gain / (loss) on disposal =(16) - (17) $(2.37) $(2.37) $(2.37) $(2.37) $(2.37) $(2.37) (19) Discounted impact of capital gain / (loss) 4 =(18) x (100% - (6)) $(1.19) $(1.19) $(1.19) $(1.19) $(1.19) $(1.58) (20) Tax impact of loss / (gain) 4 =(19) x (5) $0.00 $0.20 $0.37 $0.49 $0.55 $0.24 (21) Add: Capital component of Buy-Back Price =(4) $2.67 $2.67 $2.67 $2.67 $2.67 $2.67 (22) After tax sale consideration 1,2,4 =(20) + (21) $2.67 $2.87 $3.04 $3.16 $3.22 $2.91 (23) TOTAL AFTER TAX PROCEEDS 1,2,3,4 =(13) + (22) $11.27 $10.05 $8.93 $8.19 $7.82 $10.22 Comparison with sale of shares on ASX at $10.10 (24) Sale Proceeds (assumed) 5 $10.10 $10.10 $10.10 $10.10 $10.10 $10.10 (25) Less: Assumed cost base =(3) $6.50 $6.50 $6.50 $6.50 $6.50 $6.50 (26) Nominal capital gain / (loss) on disposal =(24) - (25) $3.60 $3.60 $3.60 $3.60 $3.60 $3.60 (27) Discounted capital gain / (loss) 4 =(26) x (100% - (6)) $1.80 $1.80 $1.80 $1.80 $1.80 $2.40 (28) Tax impact of loss / (gain) 5 =(27) x (5) $0.00 $(0.30) $(0.57) $(0.75) $(0.84) $(0.36) (29) TOTAL AFTER TAX PROCEEDS 1,5 =(24) + (28) $10.10 $9.80 $9.53 $9.35 $9.26 $9.74 The table applies for Australian resident individual shareholders and complying superannuation funds. Figures assume: (1) The marginal tax rate includes the Medicare Levy at a rate of 1.5%. The liability of an individual to pay the Medicare Levy depends on the individual s own circumstances. (2) Deemed Tax Value of the Shares is $ The Deemed Tax Value will change depending on the movement in the S&P/ASX 200 Index up to the close of the Buy-Back (see Section 2.2). (3) Shareholders receive full entitlement to the franking benefits. (4) Any capital loss made on the Buy-Back should be able to be applied to offset capital gains made in the 2008 income year or later years. For the purpose of this example, we have assumed that the capital loss will be applied against a capital gain to which the CGT discount applies. The table also assumes that capital gains are subject to discount relief and are not subject to indexation. (5) No brokerage fees have been included when selling on ASX. 22

25 3 Effect of the Buy-Back on Coca-Cola Amatil 23

26 3. Effect of the Buy-Back on Coca-Cola Amatil continued 3.1 What is the impact of the Buy-Back on Coca-Cola Amatil s balance sheet? The table below sets out Coca-Cola Amatil's consolidated balance sheet as at 29 June 2007, assuming Shares to the value of $170 million are bought back. The ultimate size of the Buy-Back will be dependent on shareholder demand and market conditions at the time. The amount by which the Buy-Back Price exceeds the amount debited to share capital ($2.67 per Share) will be debited to accumulated losses. For example, if the Buy-Back Price is $8.69 an amount of $6.02 per Share will be debited to accumulated losses. The table does not reflect the sale of Coca-Cola Amatil s South Korean operations for proceeds (including net debt) of $520 million, which was announced on 20 August 2007 and completed on 23 October With transaction costs and taxes expected to be minimal, the transaction will result in a reduction in net debt. Excerpts from Coca-Cola Amatil s consolidated balance sheet as at 29 June 2007 Pro-forma Pro-forma Pro-forma Reported as adjustment for adjustment balances as at $ million at 29 June 2007 interim dividend 1 for Buy-Back 2 at 29 June Net Debt Interest bearing liabilities 2,148.5 Other net financial liabilities Less cash assets (184.9) Less other financial assets (2.9) Net debt 2, ,386.5 Equity Share capital 4,5 2, (52.2) 1,969.5 Shares held by equity compensation plans (19.6) (19.6) Reserves Accumulated losses 5 (648.7) (116.8) (117.8) (883.3) Total equity 1,429.0 (110.2) (170.0) 1,148.8 Net debt / (net debt + equity) 59.6% N/A N/A 67.5% (1) An interim dividend of 15.5 cents per Share was paid on 2 October 2007 resulting in a net payment of $110.2 million. (2) Pro-forma calculations assume the Buy-Back Price is $8.69 and the number of Shares bought back is 19.6 million. $8.69 is an example only. You should not rely on this price as being the Buy-Back Price. See Section 1.14 for an explanation of how the Buy-Back Price will be determined. (3) The proforma balances do not include the impact of the sale of Coca-Cola Amatil s South Korean operations for proceeds (including net debt) of $520 million. (4) Share capital consists of ordinary Shares only. (5) Assuming a Buy-Back Price of $8.69, $2.67 of the Buy-Back Price will be debited to share capital and the assumed balance of $6.02 per Share will be debited to accumulated losses. 24

27 3.2 How will the Buy-Back be funded? The Buy-Back will be funded from existing debt facilities supported by the proceeds from the sale of the South Korean business. 3.3 Impact of the Buy-Back on key financial indicators and capital ratios While the precise impact of the Buy-Back cannot be determined until the Buy-Back Price and the size of the Buy-Back is known, the Buy-Back is expected to improve Coca-Cola Amatil s future consolidated earnings per share and return on equity, subject to the continued strong operating performance of the Company. Capital management The Board and management of Coca-Cola Amatil regularly review the Company s capital structure and balance sheet with a view to: maintaining the level of capital expenditure required to capitalise on growth opportunities; and adopting a prudent view in relation to Coca-Cola Amatil s operating environment. Franking credits The amount of franking credits that Coca-Cola Amatil will utilise under the Buy-Back will not be known until the Buy-Back Price and the total size of the Buy-Back is determined. For example, assuming Coca-Cola Amatil buys back $170 million worth of Shares at a discount of 14 percent to an assumed Market Price of $10.10, Coca-Cola Amatil would anticipate its franking credit balance to fall by approximately $64 million (assumes $2.67 capital per Share). In any event, Coca-Cola Amatil expects to be able to continue to fully frank its dividends for the foreseeable future. 3.4 What effect will the Buy-Back have on Coca-Cola Amatil s issued Shares? As at Friday, 7 December 2007, Coca-Cola Amatil had 755 million Shares on issue. Assuming a total of $170 million worth of Shares are bought back, the following table sets out the number of Shares and the percentage of total issued Shares which would be bought back at different Buy-Back Prices. All Shares that Coca-Cola Amatil buys back will be cancelled. Buy-Back Prices Number of Assumed assuming Shares Buy-Back Market Price bought back % of total Discount of $10.10 (million) issued Shares 14% $ % $ % $ % $ % $ % $ % $

28 3. Effect of the Buy-Back on Coca-Cola Amatil continued 3.5 What effect will the Buy-Back have on the control of Coca-Cola Amatil? Having regard to the small percentage of Shares being bought back, the Buy-Back is not expected to have any impact on the control of Coca-Cola Amatil. The Coca-Cola Company currently has a relevant interest in 29.5 percent of Coca-Cola Amatil s total issued Shares. As a United States entity, The Coca-Cola Company is not eligible to participate in the Buy-Back. If The Coca-Cola Company does not buy or sell any other Shares, its relevant interest will increase, with the exact increase dependent on the number of Shares bought back. For illustrative purposes, if Coca-Cola Amatil were to buy back 2.5 percent of its Shares in the Buy-Back, The Coca-Cola Company s relevant interest would increase to 30.3 percent. 3.6 Financial performance summary On 9 August 2007, Coca-Cola Amatil announced its interim result covering the period 1 January 2007 to 29 June Coca-Cola Amatil reported consolidated net profit after tax and before significant items of $160.9 million, an increase of 10.7 percent over the previous corresponding period. Other financial highlights (as compared to the previous corresponding period) included: consolidated trading revenue of $2,162 million, up 5.1 percent; consolidated cashflow from operating activities before significant items of $145.2 million, down 1.8 percent, but significantly in excess of capital expenditure of $109.5 million; and consolidated EBIT before significant items of $284.5 million up 13.3 percent. As at 29 June 2007, Coca-Cola Amatil s net debt (being interest bearing liabilities, including debt related derivatives less cash and other financial assets) was $2,106.3 million, implying a net debt/net debt plus equity ratio of 59.6 percent. Since the interim result announcement, Coca-Cola Amatil: announced the completion of the sale of its South Korean business on 24 October 2007 for proceeds (including net debt) of $520 million; paid its interim dividend of 15.5 cents per Share on 2 October 2007 which, taking into account Coca-Cola Amatil s dividend reinvestment plan, increased net debt by $110.2 million. provided a trading update on 5 December 2007 which confirmed that, subject to the continuation of current trading conditions for December 2007, the Company expects its growth in net operating profit after tax and before significant items to be in the range of 10 percent to 11 percent for both the second half and full year Electronic copies of Coca-Cola Amatil s 2006 Annual Report, Half Year report for the six months to 29 June 2007 and the recent trading update can be found at under Shareholder Information. Announcements made by Coca-Cola Amatil after the date of this booklet may also be of interest to shareholders. Any such announcements can be found at the Company s website mentioned above (under the heading Shareholder Information and then the heading ASX Announcements ). In Coca-Cola Amatil s last full financial year (to 31 December 2006), it achieved a consolidated net profit after tax (NPAT) and significant items of $282.4 million, which was 11.9 percent or $38.1 million lower than previous year at $320.5 million. On a pre-significant items basis, NPAT increased by 0.9 percent to $323.5 million from $320.5 million in the previous year. Other financial achievements for the last full financial year included: increase in consolidated beverage revenue by 6.9 percent to $3.9 billion; an increase in consolidated EBIT before significant items of 1.7 percent to $580.5 million; and strong cash flow generation with consolidated free cash flow increasing by $130.3 million to $271.6 million. 26

29 4 Additional Information on the Buy-Back 27 27

30 4. Additional Information on the Buy-Back continued 4.1 Size of the Buy-Back Coca-Cola Amatil intends to buy back up to $170 million worth of Shares under the Buy-Back which represents approximately 2.5 percent of Coca- Cola Amatil s issued Shares. ASIC has granted Coca-Cola Amatil an exemption under subsection 257D(4) of the Corporations Act to permit Coca-Cola Amatil to conduct the Buy- Back in substantially the same manner as an equal access buy-back scheme. Further details of the exemption granted by ASIC are set out in Section Under the Corporations Act, Coca-Cola Amatil may, without shareholder approval, buy back any number of Shares under an equal access scheme, provided that the number of voting Shares bought back in the Buy-Back and in any other Buy-Back conducted in the last 12 months, does not exceed 10 percent of the smallest number of votes attaching to Coca-Cola Amatil s voting Shares, at any time during the 12 months preceding the Buy-Back. Coca-Cola Amatil will not buy back Shares in excess of this limit. Coca- Cola Amatil retains the discretion to buy back any lesser number of Shares or no Shares at all. 4.2 Excluded Foreign Persons This Invitation is not made to any Excluded Foreign Persons. Without limiting the rights that Coca-Cola Amatil otherwise has in relation to Tenders, a Tender submitted by such persons will not be accepted by Coca-Cola Amatil. 4.3 Margin lending arrangements If you hold Shares under margin lending arrangements or if they are held as security for a loan or as Australian Clearing House Pty Ltd collateral, you should ensure that your participation in the Buy-Back is permitted by those margin lending arrangements, loan documentation or by Australian Clearing House Pty Ltd. 4.4 Restrictions on the payment of Buy-Back proceeds Coca-Cola Amatil will pay shareholders the Buy-Back Price for each of their Shares that are bought back, unless it is prohibited from doing so. In particular, Coca-Cola Amatil is currently prohibited from making payments to certain political regimes, terrorist organisations and their sponsors under the Banking (Foreign Exchange) Regulations 1959, the Charter of the United Nations Act 1945, the Charter of the United Nations (Terrorism and Dealings with Assets) Regulations 2002, the Charter of the United Nations (Sanctions Afghanistan) Regulations 2001, and the Iraq (Reconstruction and Repeal of Sanctions) Regulations Rights under this Invitation cannot be transferred You cannot transfer your rights under this Invitation. Those rights are personal to you. 4.6 The effect of submitting a Tender A Tender constitutes an offer to sell the tendered Shares to Coca-Cola Amatil on the terms and conditions set out in the Buy-Back Documents. A Tender does not, of itself, constitute a binding contract for the sale of the tendered Shares and cannot be enforced against Coca-Cola Amatil. Coca-Cola Amatil retains the discretion to accept or reject any Tender, and may choose to reject all Tenders. If Coca-Cola Amatil accepts your Tender, a binding Buy-Back Contract is formed between you and Coca-Cola Amatil, and you must sell the tendered Shares to Coca-Cola Amatil on the terms and conditions set out in the Buy- Back Documents, including the terms and conditions set out below. By submitting a Tender Form, you: offer to sell to Coca-Cola Amatil on the Buy-Back Date the number of Shares nominated for sale on your Tender Form (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents) at your nominated Tender Discount(s) and/or as a Final Price Tender (subject to any Minimum Price you may have chosen); agree that Coca-Cola Amatil s announcement to ASX on the Buy-Back Date in relation to the Buy-Back Price and other details (including any scale back) is: effective notice or communication of Coca-Cola Amatil s acceptance of Tenders submitted by you at a Tender Discount equal to or greater than the Buy-Back Discount or as a Final Price Tender (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents), which are submitted in accordance with the Buy-Back Documents (or treated by Coca-Cola Amatil as being so submitted), which are at a price which is not less than your Minimum Price (if you have chosen one) and which are not rejected by Coca-Cola Amatil; and effective notice of Coca-Cola Amatil s rejection of any of your Tenders submitted at a Tender Discount less than the Buy-Back Discount or where your Minimum Price (if you have chosen one) is greater than the Buy-Back Price; 28

31 agree that it is only upon such communication by announcement to ASX that a Buy-Back Contract is formed for the purchase of relevant Shares; waive any requirement to receive further notice or communication from Coca-Cola Amatil of its acceptance or rejection of any Tender submitted by you; warrant to Coca-Cola Amatil that at all times after you tender your Shares for sale into the Buy-Back, and on the Buy-Back Date, you are the registered holder of the Shares that you have tendered and that they are free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights; warrant that you are a person to whom the Invitation may lawfully be made and whose participation in the Buy-Back is permitted under the laws of the jurisdiction in which you are resident; warrant that you are not (nor are you acting on behalf of or for the account of) a US Person, a person located in the United States, a Canadian resident or a person who is otherwise an Excluded Foreign Person; warrant that you have not distributed or sent any Buy-Back Documents or other document referring to the Buy-Back into the United States, to any US Person, or to any Canadian resident; authorise Coca-Cola Amatil (and its officers, agents or contractors) to correct any error in or omission from your Tender Form and/or Withdrawal/Amendment Form, and to insert any missing details; undertake not to sell or offer to sell Shares to any other person if, as a result, you will at any time after you submit your Tender until the Buy- Back Date hold fewer Shares than the number of Shares you have tendered; and undertake that if you breach any of these covenants, undertakings, agreements or warranties you will indemnify Coca-Cola Amatil for all its costs arising from the breach. You will be taken to have submitted a Tender when the Registry receives your signed and validly completed Tender Form from you or, if you have a CHESS Holding, your Tender from your Controlling Participant through CHESS. 4.7 Coca-Cola Amatil s rights to accept or reject Tenders and Tender Forms At any time, Coca-Cola Amatil may (at its sole discretion): accept or reject any Tender or Tender Form; and/or accept or reject a Tender not made on the terms and conditions set out in the Buy-Back Documents, or a Tender Form not submitted in accordance with the procedures set out in the Buy-Back Documents. Coca-Cola Amatil may do each of these things in relation to all or some of the Tenders or the Tender Forms it receives, in its absolute discretion. 4.8 Coca-Cola Amatil s right to vary dates and times While Coca-Cola Amatil does not anticipate changing any of the dates and times set out in the Buy-Back Documents (including, without limitation, the Closing Date and the Buy-Back Date), it reserves the right to do so without notifying you (other than by announcement to ASX). 4.9 Coca-Cola Amatil s right to adjust Tenders You are entitled to sell in the Buy-Back the lesser of: the number of Shares registered in your name on the Record Date (and, in accordance with the ASTC Settlement Rules conferring an entitlement to participate in the Buy-Back); and the number of Shares you hold on the Buy-Back Date. If you submit one Tender and it is more than the number of Shares you hold as at the Buy-Back Date and Coca-Cola Amatil accepts your Tender, Coca-Cola Amatil will buy back only the number of Shares you hold on the Buy-Back Date. If you submit one or more Tenders and, in aggregate, you have tendered more Shares than you are eligible to sell into the Buy-Back, Coca-Cola Amatil will: (a) first buy back the Shares tendered at the largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price); (b) next buy back the Shares tendered at the next largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price); and (c) repeat this process until all of your Shares tendered at or above the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price) are bought back (subject to any scale back). A Final Price Tender will be treated as a Tender at the highest discount in the range for the purposes of this provision. 29

32 4. Additional Information on the Buy-Back continued 4.10 Participation by directors and senior management Coca-Cola Amatil directors and senior management will not participate in the Buy-Back ASIC relief ASIC has granted Coca-Cola Amatil an exemption under subsection 257D(4) of the Corporations Act. Provided certain conditions are met, including that the Buy-Back Price is calculated by applying the Tender Discount selected by Coca-Cola Amatil following the end of the Tender Period to the Market Price and that Eligible Shareholders are permitted to lodge a Tender conditional on a Minimum Price, this exemption permits Coca-Cola Amatil: to conduct the Buy-Back similarly to the conduct of an equal access Buy- Back in accordance with Division 2 of Part 2J.1 of the Corporations Act; to use the scale back mechanism described in Section 1.22; to invite all shareholders (other than Excluded Foreign Persons), to offer for sale Shares in accordance with the terms and conditions set out in the Buy-Back Documents, rather than Coca-Cola Amatil offering to buy back such Shares; and not to accept any Tender received from any Excluded Foreign Person ASX relief ASX has granted Coca Cola Amatil a waiver from Listing Rule 3.8A so that Coca Cola Amatil need not lodge an Appendix 3E and is permitted to lodge an Appendix 3F up to two business days after the Closing Date Privacy Coca-Cola Amatil is carrying out the Buy-Back in accordance with the Corporations Act. This involves the collection of personal information contained in Tender Forms to enable Coca-Cola Amatil to process your Tender. If you do not provide this information, Coca-Cola Amatil may be hindered in, or prevented from, processing your Tender. The personal information collected by Coca-Cola Amatil will only be disclosed to the Coca-Cola Amatil Share Registry in its capacity as share registrar of Coca-Cola Amatil, to a print and mail service provider, to Coca- Cola Amatil s advisers in relation to the Buy-Back and to financial institutions in respect of payments to you in connection with the Buy-Back or as required or authorised by law. If you wish to access the personal information collected by Coca-Cola Amatil in relation to your shareholding, please write to Coca-Cola Amatil, c/- Link Market Services at the mailing address set out in the Tender Form. 30

33 5 Definitions and Interpretation 31

34 5. Definitions and Interpretation continued 5.1 Definitions In the Buy-Back Documents unless the context otherwise requires: ASIC means the Australian Securities and Investments Commission. ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ABN ), the securities clearing house of ASX. ASX means ASX Limited (ABN ) or the market it operates. ATO means the Australian Taxation Office. Board or Coca-Cola Amatil Board means the board of directors of Coca-Cola Amatil. Buy-Back means the buy back of Shares by way of tender as set out in the Buy-Back Documents. Buy-Back Contract means the contract formed on the Buy-Back Date between you and Coca-Cola Amatil if Coca-Cola Amatil accepts your Tender. Buy-Back Date means the date and time Coca-Cola Amatil announces to ASX the Buy-Back Price, the total number of Shares to be bought back and the details of any scale back (expected to be Tuesday, 29 January 2008). Buy-Back Documents means this booklet, the Tender Form and the Withdrawal/Amendment Form. Buy-Back Discount means the discount to be selected by Coca-Cola Amatil, being the largest discount within the Tender Discount Range which will enable Coca-Cola Amatil to buy back the number of Shares that it determines to buy back and which will result in a Buy-Back Price that is no greater than the Deemed Tax Value. Buy-Back Information Line means the telephone number from within Australia or from outside Australia which will be open from 8.30am to 5.30pm, Sydney time, Monday to Friday during the Tender Period excluding public holidays. On the Closing Date, the Buy-Back Information Line will remain open until 7.00pm. Buy-Back Price means the price at which Coca-Cola Amatil will buy back Shares from Tenders it accepts in the Buy-Back, rounded to the nearest cent. The Buy-Back Price is determined by applying the Buy-Back Discount to the Market Price. CGT means capital gains tax. CHESS means the Clearing House Electronic Subregister System. CHESS Holder means a holder of Shares on the CHESS sub-register of Coca-Cola Amatil. CHESS Holding means a holding of Shares on the CHESS sub-register of Coca-Cola Amatil. Closing Date Friday, 25 January 2008, unless the Board announces a later date. Coca-Cola Amatil or the Company means Coca-Cola Amatil Limited (ABN ). Coca-Cola Amatil Share Register means the share register of Coca-Cola Amatil maintained by Link Market Services Limited (ABN ). Coca-Cola Amatil Share Registry means Link Market Services Limited (ABN ). Controlling Participant means a person that has the capacity in CHESS to act on a shareholder s instructions in relation to the relevant Shares. Corporations Act means the Corporations Act 2001 (Cth). Deemed Tax Value is determined in accordance with ATO requirements as the VWAP over the five trading days before the Buy-Back was announced adjusted for the movement in the S&P/ASX 200 Index from the opening of trading on the day the Buy-Back was announced (Wednesday, 5 December 2007) to the close of trading on the day the Buy-Back closes (expected to be Friday, 25 January 2008). That is: Closing level of S&P/ASX 200 Index $ x on the Closing Date 6, Note: (1) $10.10 was the VWAP of Shares over the five trading days before the announcement of the Buy-Back. (2) 6,520.7 was the S&P/ASX 200 Index at the opening of trading on Wednesday, 5 December Dividend Component is the portion of the Buy-Back Price treated as a fully franked dividend as described in Section 2. Eligible Shareholders means any persons with Shares registered under their name on the Record Date but excluding Excluded Foreign Persons and any other persons precluded for any reason specified in the Buy-Back Documents from participating in the Buy-Back. Excluded Foreign Person means any person holding Shares: (a) to whom Coca-Cola Amatil would be prohibited from paying money pursuant to: (i) Banking (Foreign Exchange) Regulations 1959 (Cth); (ii) Part 4 of the Charter of the United Nations Act 1945 (Cth); (iii) Charter of the United Nations (Terrorism and Dealings with Assets) Regulations 2002 (Cth); (iv) Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003; or (v) any other act, rule or regulation prohibiting Coca-Cola Amatil from making payments to foreign persons; (b) to whom the Invitation may not be lawfully made under the laws of the jurisdiction in which they are resident; or (c) whose participation in the Buy-Back is not permitted under the laws of the jurisdiction in which they are resident. 32

35 For the avoidance of doubt, Excluded Foreign Persons includes any person who is (or who is acting on behalf of or for the account of a person who is) in the United States, a US Person or a Canadian resident. Ex-Entitlement Date means Monday, 10 December 2007, on or after which Shares acquired on ASX will not confer an entitlement to participate in the Buy-Back. Final Price Tender means a Tender in which the shareholder elects to receive the Buy-Back Price as determined in accordance with the Buy-Back process. Invitation means the invitation by Coca-Cola Amatil to its Eligible Shareholders to offer to sell Shares as set out in the Buy-Back Documents. Issuer Sponsored Holder means a holder of Shares on the issuer sponsored sub-register of Coca-Cola Amatil. Issuer Sponsored Holding means a holding of Shares on the issuer sponsored sub-register of Coca-Cola Amatil. Market Price means the VWAP of Shares on ASX over the five trading days up to and including the Closing Date, calculated to four decimal places, as determined by Coca-Cola Amatil and announced at or before 6.00pm (Sydney time) on the Closing Date. Minimum Price means one of the specified minimum prices on the Tender Form, which a shareholder may select in order for their Tender to be conditional upon the Buy-Back Price being no less than that amount. Priority Parcel means 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. Record Date means Friday, 14 December 2007, being the date of determination of shareholders entitled to participate in the Buy-Back. Sale Consideration has the meaning set out in Section 2.2. Settlement Rules means the ASTC Settlement Rules as amended from time to time. Shares means fully paid ordinary shares in the capital of Coca-Cola Amatil on issue as at the Record Date. Small Residual Holding means 200 Shares. Small Residual Holding Tender means 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 have a residual holding of 200 Shares or less as a result of the scale back. Tender means a shareholder s offer to sell nominated Shares back to Coca-Cola Amatil at a specified Tender Discount and on the terms and conditions set out in the Buy-Back Documents as amended in accordance with the procedures set out in this Buy-Back booklet. Tender Discount means one of the specified discounts to the Market Price (from 8 percent to 14 percent inclusive, at 1 percent intervals) as set out on the Tender Form. Tender Discount Range means the range of Tender Discounts at which shareholders can submit Tenders, being 8 percent to 14 percent inclusive, at 1 percent intervals. Tender Form means the form of offer by a shareholder to sell their Shares to Coca-Cola Amatil which is enclosed with this booklet and includes a Tender Form amended in accordance with the procedures set out in the Buy-Back Documents. Tender Period means the period within which shareholders may lodge, withdraw or amend a Tender in accordance with the Buy-Back Documents. US Person has the meaning given to that term in the United States Securities Act of 1933 as amended from time to time. VWAP means the volume weighted average price of Shares traded on ASX excluding any transactions defined in ASX Market Rules as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, any overseas trades or trades pursuant to the exercise of options over Shares and any overnight crossings or other trades that Coca-Cola Amatil determines to exclude on the basis that the trades are not fairly reflective of natural supply and demand. Withdrawal/Amendment Form means the form titled Tender Withdrawal/Amendment Form available on request from the Buy-Back Information Line. 5.2 Interpretation In the Buy-Back Documents, unless the context otherwise requires: the singular includes the plural, and vice versa; words importing one gender include other genders; other parts of speech and grammatical forms of a word or phrase defined in this document have a corresponding meaning; terms used in the Buy-Back Documents and defined in the Corporations Act have the meanings ascribed to them in the Corporations Act; a reference to currency is to Australian dollars; and a reference to time is to Sydney time. The postal acceptance rule does not apply to Tenders. The Invitation, your Tender, and any Buy-Back Contract are governed by the laws of New South Wales, Australia. 33

36 6 Sample Tender Forms The following examples of completed Tender Forms are provided for illustrative purposes. Whether you participate, or at what Tender Discounts you tender Shares, is entirely at your discretion. If you do not want to participate, you do not have to complete a Tender Form. If you decide to participate, further instructions are provided on the back of your personalised Tender Form. 34

37 6. Sample Tender Forms Tender Form Issuer Sponsored Holders with 500 Shares or less In the following example an Issuer Sponsored Holder owning 400 Shares has tendered the Shares as a Final Price Tender. A Minimum Price of $7.50 has been specified. The number of Shares you can tender is printed on your Tender Form The number of Shares owned is 500 or less so all Shares must be tendered at one Tender Discount or as a Final Price Tender Selecting a Minimum Price is optional. In this example a Minimum Price of $7.50 has been specified Sign and provide contact details 35

38 6. Sample Tender Forms continued Tender Form Issuer Sponsored Holders with more than 500 Shares In the following example an Issuer Sponsored Holder owning 8,000 Shares has tendered 7,000 Shares, with 5,000 Shares tendered as a Final Price Tender and 2,000 Shares tendered at a Tender Discount of 10 percent. A Minimum Price has not been specified. The number of Shares you can tender is printed on your Tender Form The number of Shares owned is greater than 500, so Shares can be tendered at multiple Tender Discounts and/or as a Final Price Tender The total number of Shares tendered must be 500 or more Selecting a Minimum Price is optional. In this example a Minimum Price has not been specified Sign and provide contact details 36

39 Tender Form CHESS Holders with 500 Shares or less In the following example a CHESS Sponsored Holder owning 350 Shares has tendered the Shares at a Tender Discount of 10 percent. A Minimum Price has not been specified. The number of Shares you can tender is printed on your Tender Form The number of Shares owned is 500 or less so all Shares must be tendered at one Tender Discount or as a Final Price Tender Selecting a Minimum Price is optional. In this example a Minimum has not been specified Sign and provide contact details 37

40 6. Sample Tender Forms continued Tender Form CHESS Holders with more than 500 Shares In the following example a CHESS Sponsored Holder owning 6,000 Shares has tendered 4,000 Shares, with 2,500 Shares tendered as a Final Price Tender, 1,000 Shares tended at a Tender Discount of 11 percent, and 500 Shares tendered at a Tender Discount of 10 percent. A Minimum Price of $8.00 has been specified. The number of Shares you can tender is printed on your Tender Form The number of Shares owned is greater than 500, so Shares can be tendered at multiple Tender Discounts and/or as a Final Price Tender The total number of Shares tendered must be 500 or more Selecting a Minimum Price is optional. A Minimum Price of $8.00 has been selected Sign and provide contact details 38

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