COCA-COLA ENTERPRISES, INC. DIVIDEND REINVESTMENT AND CASH INVESTMENT PLAN

Transcription

1 COCA-COLA ENTERPRISES, INC. DIVIDEND REINVESTMENT AND CASH INVESTMENT PLAN

2 TABLE OF CONTENTS Principal Features of the Plan 1 How to Enroll in the Plan 1 How to Complete the Enrollment Authorization Form 1 How to Purchase Additional Shares 2 Fees for Purchasing Additional Shares 3 Prices and Timing of Share Purchases 3 How to Sell Shares 3 Fees for Selling Shares 3 Stock Certificates 4 Account Statements 4 Income Tax Treatment 4 Changing Dividend Elections 4 Terms and Conditions 4

3 Principal Features of the Plan Investors who are interested in purchasing stock in Coca-Cola Enterprises, Inc. (the company ) must purchase their initial shares (a minimum of one share) through a bank or broker and register the shares in their name. The company does not currently sell initial shares directly to the public. Coca-Cola Enterprises, Inc. offers a Dividend Reinvestment and Cash Investment Plan to all registered shareowners. The Plan is an economical and efficient means of reinvesting dividends and purchasing additional shares. Investors who hold their shares with a bank or broker in street name are not eligible to enroll in the company s Plan. A street name holder who wishes to enroll in the company s Plan should contact his/her bank or broker to request that the shares be registered in his/her name. The Plan is administered by The Bank of New York Mellon, ( Plan Administrator ) along with its affiliate BNY Mellon Shareowner Services that will perform certain services for the Plan. Participation in the Plan is entirely voluntary, and shareowners may join or withdraw at any time. Principal Features of the Plan include: Reinvesting your dividends into whole and fractional shares of the company s common stock without paying fees or commissions, Purchasing additional shares of the company s common stock (whole and fractional) on a daily basis. If utilizing ACH Debit, shares will be purchased on the trading day following receipt of funds for investment, without paying fees or commissions, Receiving a statement after reinvestment of dividends and after every voluntary cash investment, Selling all or partial Plan shares through the Plan Administrator with low commissions and fees, Voting your proxy for all shares held for you by the Plan Administrator, Changing your dividend election at any time. You may do so by completing and returning a new Enrollment Authorization Form to the Plan Administrator, who will continue to hold your shares in book-entry form. Although it is the company s current intention to continue the Plan indefinitely, the company reserves the right to amend, suspend, or modify the Plan at any time. How to Enroll in the Plan Registered shareowners may enroll in the Plan by completing, signing, and mailing the Enrollment Authorization Form provided by the Plan Administrator. To obtain the Enrollment Authorization Form contact the Plan Administrator at or go to the Plan Administrator s website at How to Complete the Enrollment Authorization Form When completing the Enrollment Authorization Form, please select one of the three types of Plan accounts: Full Dividend Reinvestment: (Cash dividends on all shares are automatically reinvested.) Place an X in box designating Full Dividend Reinvestment. Sign and date the completed Enrollment Authorization Form. -1-

4 Partial Dividend Reinvestment: (Registered shareowners can reinvest all or part of the dividends.) Place an X in box designating Partial Dividend Reinvestment. Insert the number of shares on which cash dividends are to be reinvested. Cash dividends on all shares held by the Plan Administrator will be reinvested. Remaining dividends will be paid in cash. Sign and date the completed Enrollment Authorization Form. Cash Payments Only (No Dividend Reinvestment): (All dividends will be paid in cash.) Place an X in box designating Cash Payments Only (no dividend reinvestment). Sign and date the completed Enrollment Authorization Form. Mail the completed Enrollment Authorization Form in the pre-addressed envelope provided. If you do not have the return envelope, mail the completed Enrollment Authorization Form to: The Bank of New York Mellon c/o BNY Mellon Shareowner Services P.O. Box Pittsburgh, PA Participation in the Plan is completely voluntary. If enrolled in the Plan, participation will begin with the next quarterly dividend payment date after receipt of the Enrollment Authorization Form, provided it is received on or before the record date of such dividend. If the Enrollment Authorization Form arrives at the Plan Administrator after the record date, participation will begin with the next quarterly dividend payment date. If a shareowner chooses to make voluntary cash payments only, participation will begin on the next investment date. How to Purchase Additional Shares After a shareowner has enrolled in the Plan, additional shares can be purchased daily by: 1. Mailing a Check: Send personal check (minimum of $10, maximum of $120,000 per calendar year) to: The Bank of New York Mellon c/o BNY Mellon Shareowner Services P. O. Box Pittsburgh, PA Make check payable to: BNY Mellon/CCE Indicate on check: Your account number After your check has been received at the Plan Administrator, your investment will be made the next business day. The Plan Administrator may, at its discretion, invest funds less frequently if the total amount to be invested is low. However, funds will be invested no later than five trading days after receipt. 2. Go to the Plan Administrator s website, use your Investor ID and PIN to log on to your account. You may purchase shares by following several easy steps found on the Plan Administrator website. -2-

5 3. ACH Debit from a checking or savings account on the 1st of each month: This feature enables a shareowner to have a set amount automatically deducted from a checking or savings account. The investment date for funds withdrawn by ACH Debit will be the trading day following receipt of the funds for investment but no later than five trading days after receipt. A shareowner may elect to invest by ACH Debit and, the investment amounts need not be the same. Forms authorizing an ACH Debit are available by written request or by phone to the Plan Administrator at There are no fees when utilizing ACH Debit. Additional shares purchased through the Plan are electronically held in book-entry form by the Plan Administrator. Fees for Purchasing Additional Shares There are no fees charged to shareowners for purchasing additional shares through the Plan. Since voluntary cash investments will usually be invested on the business day following receipt by the Plan Administrator, such voluntary cash investments may only be withdrawn if written notice is received by the Plan Administrator prior to its receipt of the applicable remittance. Prices and Timing of Share Purchases The Plan Administrator will make every effort to purchase shares on the trading day following receipt of funds for investment, except where completion of the purchase at a later date is necessary under any applicable Securities law. In addition, the Plan Administrator may, at its discretion, invest funds less frequently if the amount to be invested is low. However, funds will be invested no later than five trading days after receipt. Shares are purchased for all participants, and each participant s price is the average price of all shares purchased. Purchases may occur on any exchange in which the common stock is traded, in the over-the-counter market, or in negotiated transactions. Participants do not have the right to specify the time or price at which their additional shares are purchased or the broker or dealer through or from whom purchases are made. How to Sell Shares Shareowners may at any time request the sale of all full and fractional shares or any number of full shares held by the Plan Administrator in their Plan account in one of three ways, as follows: 1. Go to the Plan Administrator s website, use your Investor ID and PIN to log on to your account. You may sell shares in two easy steps as indicated on the Plan Administrator website. 2. Call to access the Plan Administrator s automated telephone system and follow the instructions. 3. Complete and sign the tear-off portion of your account statement and mail the instructions to the Plan Administrator. Sale orders placed before 1:00 p.m. Eastern time on a trading day will be sold on the same day. Sale orders received after 1:00 p.m. Eastern time, will be sold the following trading day. Fees for Selling Shares When selling shares, shareowners will be charged a $10 processing fee, $0.10 per share commission, and any other applicable costs of sale. The proceeds from each sale, less applicable costs of sale, will be processed and mailed as promptly as possible after the Plan Administrator receives such sale request. The company and the Plan Administrator reserve the right to amend fees and commissions for the sale of Plan shares at any time. -3-

6 Stock Certificates Coca-Cola Enterprises, Inc. will not issue stock certificates. However, shareholders whose shares are uncertificated will have all of the same rights as shareowners who were previously issued stock certificates. Account Statements Detailed year-to-date account statements are sent to Plan participants after each quarterly dividend payment, generally in April, July, October, and December. The Plan statement reflects the amount of the dividend to which a shareowner is entitled, the number of whole and/or fractional shares purchased with dividends, the price paid per share, and the total shares held in the Plan account by the Plan Administrator. Each statement will have a detachable transaction form which should be used for mailing future voluntary cash investments. When a shareowner makes a voluntary cash investment, the shareowner will receive a transaction advice reflecting the purchase. Income Tax Treatment Even though your dividends will be reinvested, they are subject to income taxes as if they were paid to you in cash. In addition, the Internal Revenue Service has ruled that the amount of brokerage commissions paid by the company on your behalf is to be treated as a distribution to you which is subject to income tax in the same manner as your dividends. This amount is included in your cost basis of shares purchased when selling shares. A Form 1099-DIV will be sent to you and the Internal Revenue Service by the Plan Administrator at year end and will show the amount paid on your behalf. Changing Dividend Elections Shareowners may change dividend elections at any time by logging into their account online, by telephoning or by completing and returning a new Enrollment Authorization Form to the Plan Administrator. Unless instructed otherwise, the Plan Administrator will retain custody of all shares credited to the Plan account. To be effective for a given dividend payment, the new form must be received by the Plan Administrator before the record date for that dividend payment. Terms and Conditions 1. As Plan Administrator for the shareowner, The Bank of New York Mellon ( the Plan Administrator ), in accordance with each shareowner s authorization, will: a. with respect to cash dividends, either: (i) Reinvest cash dividends payable on all or part of company common stock now or subsequently registered in the participant s name and on all shares held by the Plan Administrator for the participant s account, or (ii) Apply all or part of any cash dividends payable to the participant to the purchase of additional full and fractional shares; and b. apply all cash contributions ($10 minimum per investment date, $120,000 maximum per calendar year), including voluntary cash investments made daily and monthly automatic deductions, received from a participant to the purchase of full and fractional shares of company common stock for the participant s account. The purchases, as described in (a) and (b) above, may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transactions and may be subject to such terms with respect to price, delivery, etc., as the Plan Administrator may agree. Neither the company nor any shareowner shall have any authority or power to direct the time or price at which shares may be purchased or the selection of the broker or dealer through or from whom purchases are to be made. Any voluntary cash investment will be refunded if the participant s written request for a refund is received by the Plan Administrator prior to receipt of check. A participant will be charged a fee for returned checks and failed automatic deductions due to insufficient funds. -4-

7 2. Voluntary cash investments received at the Plan Administrator will be invested on the trading day after receipt of your check. The Plan Administrator may, at its discretion, invest funds less frequently if the total amount to be invested is low. However, funds will be invested no later than five trading days after receipt. Any voluntary cash investment will be refunded if the participant s written request for a refund is received by the Plan Administrator prior to receipt of check by the Plan Administrator. For the purpose of making such purchases, the Plan Administrator will commingle each participant s funds with those of all other holders of company common stock who are participants in the Plan. 3. The price per share of common stock purchased for each participant s account shall be the average price of all such shares purchased for that investment. The Plan Administrator will hold the total shares of common stock purchased for all participants in the name of its nominee and will have no responsibility for the value of such shares after their purchase. 4. A statement describing any voluntary cash payments, automatic monthly deductions, dividends reinvested, the number of shares of common stock purchased, the price per share, and the total shares of common stock accumulated for the participant under the Plan will be mailed to each participant by the Plan Administrator as soon as possible after completion of each investment for a participant s account. 5. Participation in the Plan (with respect to reinvested dividends) may be discontinued by a participant at any time by written instructions to that effect to the Plan Administrator. To be effective on any given dividend payment date, the notice to discontinue must be received by the Plan Administrator before the record date for that payment. If a notice to discontinue is received by the Plan Administrator on or after the record date for a dividend payment, such notice to discontinue may not become effective until such dividend has been reinvested and the shares purchased are credited to the participant s account under the Plan. The Plan Administrator, in its sole discretion, may either pay such dividend in cash or reinvest it in shares on behalf of such participant. If such dividend is reinvested, the Plan Administrator may sell the shares purchased and remit the proceeds to the participant, less any brokerage commissions, a liquidation fee, and any other costs of sale. The Plan Administrator may discontinue, for whatever reason at any time as it may determine in its sole discretion, a participant s participation in the Plan upon mailing a notice to the participant at his/her address as it appears on the Plan Administrator s records. The company reserves the right to amend, suspend, modify, or terminate the Plan at any time. When participation in the Plan is discontinued, the Plan Administrator will continue to hold the participant s shares in book-entry form. All or part of such shares held by the Plan Administrator may be sold at any time upon notification by the participant to the Plan Administrator. Such sale may, but need not, be made by purchase of the shares for the account of other participants, and any such transaction shall be deemed to have been made at the then current market price, less any brokerage commissions, a liquidation fee, and any other costs of sale. Fractional shares credited to any account that has discontinued participation will be paid for in cash at the then current market price, less any brokerage commissions, a liquidation fee, if applicable, and any other costs of sale. The Plan Administrator will make every effort to process all sale orders on the day it receives instruction, provided that instruction is received before 1:00 p.m. Eastern time on a business day when the Plan Administrator and the relevant securities market are open. -5-

8 6. A participant will have the sole right to vote all shares which are held by the Plan Administrator under the Plan on the record date for a vote. Proxies with respect to the voting of shares of the Company s common stock sent to a participant by the Plan Administrator will include the number of shares held for the participant under the Plan. Dividends paid on the accumulated shares, and the amount of brokerage commissions paid on the behalf of the participant by the company, will be included in the Form 1099-DIV information supplied to the Internal Revenue Service, and only one Form 1099-DIV will be sent to each participant. 7. Any stock dividends or split shares of the company s common stock distributed on shares held by the Plan Administrator for the participant under the Plan will be credited to the participant s account. In the event the company makes available to its shareowners rights to subscribe to additional shares, debentures, or other securities, the full shares held for a participant under the Plan will be added to the shares held by the participant in calculating the number of rights to be issued to such participant. 8. The Plan Administrator shall not be liable under the Plan for any act done by the Plan Administrator in good faith or for any good faith omission to act, including, without limitation, any claims for liability (a) arising out of failure to terminate a participant s enrollment in the Plan upon the participant s death prior to receipt of notice in writing of such death and (b) with respect to the price at which shares are purchased or sold for the participant s account and the time such purchases or sales are made. 9. The Internal Revenue Code of 1986, as amended, imposes certain reporting obligations upon brokers and other middlemen. As a result, the Plan Administrator will be required to report to the Internal Revenue Service and the participant any sales of stock by the Plan Administrator on behalf of a participant. 10. The Terms and Conditions of the Plan and its operation shall be governed by the laws of the State of New York. -6-