Coca Cola Amatil : 2016 Corporate Governance Statement and Appendix 4G »

12 April 2017‌‌‌‌‌‌‌

Market Announcements Office ASX Limited

Exchange Centre 20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

PO Box 1895

North Sydney NSW 2060, Australia ccamatil.com

2016 CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

In accordance with Listing Rules 4.7.3, 4.7.4 and 4.10.3, attached is Amatil's 2016 Corporate Governance Statement and Appendix 4G.

Yours faithfully

Katie Newton-John

Group Company Secretary and Corporate Counsel

Making progress together‌

Corporate Governance Statement 2016

We are pleased to present our Corporate Governance Statement 2016 (Statement), which outlines the corporate governance framework and practices of Coca-Cola Amatil Limited (Amatil or Company).

At Amatil, the Board of Directors is committed to achieving the highest standards in the areas of corporate governance and business conduct. We see this commitment as fundamental to the sustainability and performance of our business and to protecting and enhancing shareholder value. This Statement reports

on the corporate governance principles and practices followed by Amatil for the period from 1 January 2016 to 31 December 2016 (FY2016) as required by the Australian Securities Exchange (ASX) Listing Rules.

Throughout FY2016, Amatil followed all of the recommendations established in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, 3rd Edition

(ASX Principles).

This Statement is current as at 22 February 2017 and has been approved by the Board of Directors.

The policies and Board and Committee Charters referred to in this Statement may be accessed on Amatil's website atwww.ccamatil.com.

1 Coca-Cola Amatil LimitedCorporate Governance Statement 2016

THE BOARD AND

ITS ROLE

Role of the Board

The Board represents and serves the interests of shareholders and has the ultimate responsibility for managing Amatil's business and affairs to the highest standards of corporate governance and business conduct. The Board strives to protect and optimise Amatil's performance and build sustainable value for shareholders in accordance with applicable duties and obligations and within a framework

of prudent and effective controls that enable risk to be assessed and managed.

The Board Charter sets out the Board's purpose and responsibilities and the delegation of its duties and powers

to Committees and management through the Group Managing Director. This division of roles and responsibilities is illustrated in the below diagram:

Chairman

The Board of Directors

Board Committees

The Chairman is responsible for leading the Board, facilitating effective contribution from Directors and promoting relations between Directors and between the Board and management.

Delegation and oversight Accountability and reporting

Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all governance matters. All Directors have direct access to the Company Secretary.

Corporate Governance Statement 2016

The responsibilities and functions of the Board include:

• selecting, appointing and evaluating the performance of, determining the remuneration of, and planning succession of, the Group Managing Director;

• contributing to and approving management development of corporate strategy and overseeing its implementation;

• reviewing, ratifying and monitoring systems of risk management and internal control and ethical and legal compliance;

• monitoring corporate performance and implementation of strategy and policy;

• monitoring and influencing corporate culture and developing and reviewing Amatil's values and corporate governance policies;

• approving major capital expenditure, acquisitions and divestments, and overseeing capital management;

• monitoring and reviewing management processes aimed at ensuring the integrity of financial and other reporting;

• approving financial reports, profit forecasts and other reports required at law or under the ASX Listing Rules to be adopted by the Board;

• ensuring shareholders are kept informed of Amatil's performance and major developments affecting its state of affairs; and

• evaluating the performance of the Board, its Committees and Directors.

The Board has established

five Committees whose responsibilities are set out in their respective Charters.

These five standing Board Committees are:

• Audit & Risk Committee;

• Nominations Committee;

• People Committee;

• Sustainability Committee; and

• Related Party Committee.

The Board may also delegate specific functions to ad hoc Committees on

an 'as needs' basis.

Delegation and oversight

Recommendations and reporting

Group Managing Director

Responsibility for the day-to-day operations of Amatil, including for implementing approved corporate strategy and business plans, is delegated to the Group Managing Director who leads the management team and is accountable to the Board.

The Board approves the delegated authority limits to the Group Managing Director.

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