DISCLOSURE & COMMUNICATION POLICY December 2015

Coca-Cola Amatil (CCA) is committed to complying with the continuous disclosure requirements of the Listing Rules of Australian Securities Exchange (ASX) as well as relevant corporations and securities legislation. This policy also covers CCA’s communication with the investment community and the media. The purpose of this Policy is to outline the:

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standards adopted by CCA for ensuring compliance with CCA’s continuous disclosure obligations; roles and responsibilities of the Disclosure Committee, the Board and Reporting Officers (as defined in the Procedures) in ensuring CCA meets its obligations; and standards adopted by CCA for ensuring effective communication with shareholders and market participants.

CCA has also developed Internal Procedures and Guidelines for Disclosure and Communications (Procedures) that set out internal procedures and guidelines to ensure that CCA complies with its continuous disclosure obligations and to assist CCA’s personnel in complying with this Policy. The principles that apply to this Policy are -

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CCA will immediately disclose to ASX, subject to the ASX Listing Rules carve outs, any information that a reasonable person would expect to have a material effect on the price or value of CCA's securities (material information); No material information will be disclosed to External Stakeholders (being institutional investors, analysts, the media, shareholders, non-government organisations and any other CCA stakeholder) unless previously disclosed to ASX; Only Authorised Spokespersons (as set out in this Policy) can communicate on behalf of CCA with External Stakeholders; The Disclosure Committee operates flexibly to manage day-to-day continuous disclosure issues; Whether information is considered “material” and therefore required to be disclosed will vary according to the circumstances and the relevant contractual obligations, and is a matter for determination by the Disclosure Committee in accordance with this Policy; and All material information disclosed to ASX will be published on CCA's website for a reasonable period.

WHO MUST COMPLY WITH THIS POLICY? This Policy (and the underlying Procedures) applies to CCA’s directors, employees, contractors, consultants and to other service providers, where they are under a relevant contractual obligation.

WHAT ARE CCA’S CONTINUOUS DISCLOSURE OBLIGATIONS? 1.

Continuous disclosure under ASX Listing Rules

1.1.

When must market sensitive information be disclosed?

Under ASX Listing Rule 3.1, immediate disclosure to ASX is required once CCA becomes aware of: “…any information concerning it (a company) that a reasonable person would expect to have a material effect on the price or value of the entity's securities….” ‘Immediate’ disclosure under ASX Listing Rule 3.1 requires disclosure to be made ‘promptly and without delay’. Although the length of time required to make an announcement will depend on the circumstances, the information must be disclosed to the ASX as quickly as possible in the circumstances and must not be deferred or put off to a later time. Disclosure of particular information does not apply while each of the following is and remains satisfied:  One or more of the following 5 situations applies: a. it would be a breach of a law to disclose the information; b. the information concerns an incomplete proposal or negotiation; c. the information comprises matters of supposition or is insufficiently definite to warrant disclosure; d. the information is generated for the internal management purposes of the entity; e. the information is a trade secret.  The information is confidential and ASX has not formed the view that the information has ceased to be confidential.  A reasonable person would not expect the information to be disclosed.

All employees should escalate immediately to their Reporting Officer or to a member of the Disclosure Committee any information they believe could, if publicly known, have a material effect on the price or value of CCA's securities. Further information about the internal reporting procedures is set out in the Procedures. 1.2.

What is material?

Materiality must be assessed having regard to all the relevant background information, including past announcements that have been made by CCA and other generally available information. Strategic or reputational matters clearly have the potential to be very significant issues for CCA. They can be just as important as (or even more important than) financial and other ‘quantifiable’ matters. Further detail about information that should be referred to the Disclosure Committee for its consideration can be found in the Procedures. 1.3.

When does CCA become “aware” of information?

For the purposes of Listing Rule 3.1, CCA becomes aware of information where a director or officer (being a person participating in making management decisions of CCA) has, or ought reasonably to have, come into possession of the information in the course of the performance of his or her duties as a director or officer of CCA. A director or officer who becomes “aware” of information which they consider could trigger a disclosure obligation is required to contact a member of the Disclosure Committee.

1.4.

What if there is a “false market” in CCA’s securities?

A false market is where there is material misinformation or materially incomplete information in the market, which compromises the proper valuation of shares. If the ASX considers that there is or is likely to be a false market in CCA’s securities and asks CCA to give it information to correct or prevent a false market, CCA must immediately give the ASX that information. This may occur where:   

CCA has information that has not been released to the market; there is a reasonably specific rumour or media comment in relation to CCA that has not been confirmed or clarified by an announcement by CCA to the market; and there is evidence that the rumour or comment is having, or the ASX forms a view that the rumour or comment is likely to have, an impact on the price of CCA’s securities.

1.5. What happens if there is a contravention of the continuous disclosure obligations? The ASX and/or the Australian Securities and Investments Commission, as co-regulators, may take action in relation to a suspected contravention, including suspension of trading in CCA’s securities, civil or criminal liability for CCA or its officers and the issue of infringement notices. There are also risks of class actions and reputational risks associated with contraventions of CCA’s continuous disclosure obligations.

WHO IS RESPONSIBLE FOR MARKET DISCLOSURE? The Board and/or the Disclosure Committee are responsible for decisions regarding market disclosure. The Board of CCA routinely considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers. The Board also considers certain matters of significance for CCA (as set out below). The Disclosure Committee determines matters requiring disclosure when they are not required to be considered or approved by the Board.

2.

Role of the Board

2.1.

The Board has general oversight of CCA’s continuous disclosure obligations, while the Disclosure Committee has primary responsibility for managing these obligations on a day to day basis. However, the Board will consider and approve market disclosures instead of the Disclosure Committee where the matter falls within the reserved powers of the Board (and responsibility has not been delegated) or the matter is otherwise of significant importance to CCA. These matters include:

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significant profit upgrades or downgrades (as appropriate); dividend policy, guidance or declaration; information that is of a transformative nature for CCA; or anything else determined to be of fundamental significance for CCA.

Rapid Response Process: In the event that an announcement that would ordinarily require Board approval must immediately be disclosed to ASX, all reasonable effort must be made to have the announcement urgently considered and approved by the Board prior to release. However, if such approval cannot be obtained, the following people may authorise disclosure to ensure compliance with the continuous disclosure laws:

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the GMD in consultation with the Chairman; or if either of the GMD or Chairman are unavailable, the GGCCS together with either of the GMD or the Chairman; or if both the GMD or the Chairman are unavailable, the GGCCS together with the Chairman of the Audit Committee.

The announcement must then be considered by the Board at the first possible opportunity following its release to determine what, if any, further steps need to be taken by CCA. 2.3.

If a non-executive director becomes aware of information that should be considered for release to the market they should immediately inform the Chairman or the GMD.

2.4.

It shall be a standing agenda item at all of CCA’s Board meetings to consider whether any matters reported to or discussed at a Board meeting should be disclosed to the market pursuant to CCA’s continuous disclosure obligations.

3.

Role of the Disclosure Committee

3.1.

The Disclosure Committee is responsible for managing CCA’s continuous disclosure obligations on a day to day basis when the Board’s consideration and approval is not required, including:

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3.2.

considering whether Board consideration or approval of market disclosure is required; ensuring CCA complies with the ASX Listing Rules and Corporations Act disclosure obligations; reviewing and assessing information referred to it and other market sensitive information in its possession to determine whether the information will be disclosed and the form of that disclosure; considering whether a trading halt is necessary or appropriate to manage CCA’s continuous disclosure obligations; and implementing reporting processes, controls and guidelines for the release of information.

The members of the Disclosure Committee are

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Group Group Group Group Group

Managing Director (GMD); Chief Financial Officer (GCFO); General Counsel and Company Secretary (GGCCS); Head of Investor Relations (GHIR); and Head of Public Affairs and Communications (GPAC).

A quorum for Disclosure Committee meetings will be a minimum of three members, provided that one of the three is the GMD or, in his/her absence, the GCFO. 3.3.

The prior approval or denial of the Chairman or, in his/her absence, his/her nominee, is required prior to an announcement to the ASX being made, other than in respect of routine and regularly recurring matters. If the Chairman, or his/her nominee, is unavailable, then either of the GMD, GCFO or GGCCS may authorise the final form of the ASX Release.

3.4.

Should the Disclosure Committee be divided as to whether disclosure is or is not required, the GMD or his/her nominee will consult with the Chairman and seek his/her views accordingly.

3.5.

Rapid Response Process: If the Disclosure Committee (or a sufficient quorum of members) is not available to review information that may require immediate disclosure, the following individuals are authorised to decide whether a market announcement should be made:

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the GMD in consultation with the Chairman; or if either of the GMD or Chairman are unavailable, the GGCCS together with either of the GMD or the Chairman; or if both the GMD or the Chairman are unavailable, the GGCCS together with the Chairman of the Audit Committee.

4.

Role of Reporting Officers

4.1.

Reporting Officers are responsible for ensuring all potentially market sensitive information reported to them, or of which they become aware in the performance of their duties, is referred to the Disclosure Committee. The Procedures set out guidance to ensure that relevant information is reported to Reporting Officers.

4.2.

Continuous disclosure is a standing agenda item at Group Leadership Team and other senior management meetings for the purpose of monitoring compliance with CCA’s continuous disclosure obligations.

5.

Lodging and Disseminating Announcements

5.1.

The GGCCS is responsible for all communications with ASX and will keep a record of all material lodged with ASX. In the absence of the GGCCS, the GCFO or GHIR are the only other employees approved to release material information to ASX.

5.2.

CCA must wait until confirmation from ASX has been received before releasing material information to any External Stakeholder and broadly to employees.

6.

Trading halts and voluntary suspensions

6.1.

CCA may request a trading halt or, in exceptional circumstances, a voluntary suspension, in order to prevent trading in CCA’s securities taking place on an uninformed basis, to correct or prevent a false market, or to otherwise manage CCA’s disclosure obligations.

6.2.

If the Disclosure Committee considers a trading halt appropriate, the GMD (in consultation with the Chairman, where practicable) is authorised to call a trading halt or voluntary suspension.

6.3.

Rapid Response Process: If the GMD is unavailable to request a trading halt or voluntary suspension, the following individuals are authorised to call a trading halt (in consultation with the Chairman, where practicable): the GCFO, or if the GCFO is unavailable, the GGCCS.

EXTERNAL COMMUNICATION In order to ensure CCA meets its continuous obligations, it is important to exercise strict control over what is said publicly, and by whom. It is therefore necessary to limit who is authorised to issue statements or make comments on behalf of CCA.

7.

Authorised Spokespersons

7.1.

The only company officers and employees authorised to speak externally on behalf of CCA to the External Stakeholders are the Chairman, GMD, GCFO, GHIR and GPAC (Authorised Spokespersons).

7.2

Authorised Spokespersons must not provide any market sensitive information that has not already been provided to the ASX nor make comment on anything that may have a material effect on the price or value of CCA’s securities.

7.3.

Authorised Spokespersons should liaise closely with the Disclosure Committee to ensure all proposed public comments or communications (including press releases, corporate publications, etc) are within the bounds of information that is:  already in the public domain; and/or  not material.

7.4.

Business Managing Directors are permitted to speak externally on behalf of CCA on local issues only with no reputational or financial impact. Their comments must not contain any material information or forward-looking statements that have not previously been disclosed to the ASX. Business Managing Directors should liaise closely with the Disclosure Committee to ensure all proposed public comments or

communications (including press releases, corporate publications, etc) are within the bounds of information that is:  already in the public domain; and or  not material. 7.5.

No employee or associated party (such as consultants, advisers, lawyers, accountants, auditors, investment bankers, etc) should comment publicly on CCA matters that are confidential.

INVESTOR RELATIONS 8. Meetings - including one-on-one meetings, company briefings, conference calls and broker sponsored conferences 8.1.

From time to time, CCA holds open and one-on-one briefing sessions with investors and analysts. Only CCA’s Authorised Spokespersons may conduct such sessions. Discussions with investors and analysts are an opportunity to provide background to previously disclosed information, as well as to articulate:  long term strategy;  company history, vision and goals;  management philosophy and the strength and depth of management;  competitive advantages and risks;  previously disclosed material and non-material information; and  industry trends and issues.

8.2.

Where possible, the GHIR should be present at discussions and meetings that the GMD and/or the GCFO hold with investors and analysts. In the event of meetings held by the GMD and/or GCFO with the media, then the GPAC should be present, if possible. If not present, the GHIR or GPAC, as relevant, should be updated on the issues discussed at these meetings or briefings.

8.3.

If material information is inadvertently disclosed at a one-on-one or other discussion, briefing, conference call or conference, then CCA must disclose that information to ASX immediately.

8.4.

The Authorised Spokesperson will keep a record of all meetings and briefings with investors and analysts. The Authorised Spokesperson is responsible for considering whether there has been any inadvertent disclosure of information not previously lodged with ASX.

ANALYSTS’ REPORTS AND FORECASTS 9. Contact with analysts, fund managers and financial media is restricted to Authorised Spokespersons. 9.1.

To avoid inadvertent disclosure, CCA will restrict its comments on stockbroking analyst reports to:  information CCA has publicly issued;  information that is in the public domain; or  a factual error in the report.

9.2.

The GHIR should keep a record of analysts' earnings projections and be aware of CCA's earnings estimates to raise any issues with the Disclosure Committee for its determination on whether ASX disclosure is required.

THE MEDIA 10

Rumours and Market Speculation

10.1.

Subject to its continuous disclosure obligations, CCA will not generally comment on rumours or market speculation.

10.2.

Any rumours or market speculation must immediately reported to the GMD so that he/she is in a position to consider what action to take (if any). Any statement made on behalf of CCA in relation to rumours or market speculation will be made in the form of an appropriate market announcement.

10.3.

Any material approved for disclosure by the Board or Disclosure Committee must be lodged with ASX prior to it being given to the media.

10.4.

No material information will be provided to the media 'off the record' or on an embargoed basis.

10.5.

CCA's "media contact and public speaking" policy defines in more detail the policy of who may speak to the media or publicly, and the specific processes involved.

WEB-BASED COMMUNICATIONS 11.

CCA’s Website

11.1.

CCA's website includes a section for shareholders and investors so that they can obtain publicly available information quickly and easily. The information which is lodged with ASX will be available on the website as soon as practical after confirmation from ASX has been received.

11.2.

The GPAC is responsible for ensuring that all general website information is current and regularly updated.

11.3.

This Policy is available on CCA’s website at www.ccamatil.com and on the CCA intranet.

BREACHES OF THIS POLICY 12.

A breach of this Policy may result in a breach of legislation or the ASX Listing Rules, which may lead to possible criminal and civil liabilities being imposed on directors and officers. Breaches may also result in disciplinary action being taken.

REVIEWS 13.

This Policy is reviewed regularly to ensure it reflects applicable legislative or regulatory requirements.