CCEP updates AGM Rule 9 waiver and €1bn buyback plan

Coca-Cola Europacific Partners plc (CCEP) provides an update on shareholder voting at its 2025 Annual General Meeting, focusing on the Rule 9 waiver linked to its share buyback authority.

Rhea-AI Filing Summary

Coca-Cola Europacific Partners plc (CCEP) provides an update on shareholder voting at its 2025 Annual General Meeting, focusing on the Rule 9 waiver linked to its share buyback authority. All resolutions at the AGM were passed, but the Rule 9 Waiver Resolution received lower support, with 74.95% of votes cast in favour, compared with very high approval for related buyback authorities in resolutions 27 and 28, at 99.22% and 98.22% respectively.

The Rule 9 waiver allows CCEP to continue repurchasing its own shares without triggering a mandatory takeover offer by Olive Partners, S.A. if its ownership percentage rises due to buybacks. The Board links this to its previously announced commitment to return up to €1bn to shareholders via share buybacks and states that buybacks are a core element of its capital allocation framework. The Board acknowledges shareholder concerns about Rule 9 waivers, notes ongoing engagement with investors, and says it continues to consider alternative ways of returning capital.

Insights

Corporate governance and capital allocation analyst

CCEP reaffirms a €1bn buyback plan while addressing shareholder concerns over a Rule 9 waiver.

Coca-Cola Europacific Partners explains that all 2025 AGM resolutions passed, but support for the Rule 9 Waiver Resolution was lower at 74.95% of votes cast, versus 99.22% and 98.22% for the related buyback authorities. The waiver is tied to UK takeover rules and prevents a mandatory offer being triggered for Olive Partners, S.A. if its holding rises when CCEP repurchases shares.

The Board connects this structure directly to its plan to return up to €1bn through share buybacks announced on 14 February 2025, describing buybacks as a core part of its capital allocation framework. It also acknowledges investor unease around using Rule 9 waivers and highlights continued engagement with shareholders to explain the rationale.

From an investor perspective, the filing reiterates a sizeable capital return via buybacks but also signals sensitivity to governance and control issues around a major shareholder. Future AGM agendas and disclosures on alternative capital return methods, if any are adopted, will show how the Board balances buybacks with these ownership concerns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CCEP announce in this Form 6-K about the 2025 AGM voting results?

CCEP reported that all resolutions at its 2025 Annual General Meeting were passed with the required majorities. It highlighted that the Rule 9 Waiver Resolution received lower support, with 74.95% of votes cast in favour, compared with much higher approval for the related share buyback authorities.

What is the Rule 9 Waiver Resolution referenced by CCEP (CCEP)?

The Rule 9 Waiver Resolution approved a waiver obtained from the UK Panel on Takeovers and Mergers. It covers a potential obligation for Olive Partners, S.A., or persons acting in concert with Olive, to make a general offer for all of CCEP’s ordinary share capital if their percentage holding increases when CCEP buys back its own shares under its approved share repurchase authorities.

How did shareholders vote on CCEP’s share buyback authorities at the 2025 AGM?

CCEP states that the resolutions authorising the Company to purchase its own shares, resolutions 27 and 28, were strongly supported, receiving approval from 99.22% and 98.22% of those voting, respectively. These authorities underpin the Company’s ability to execute future share buyback programmes.

What is the size of CCEP’s planned share buyback programme?

The Board refers to its commitment to return up to €1bn to shareholders as part of a share buyback programme that was announced on 14 February 2025. The Company describes share buybacks as a core element of its overall capital allocation framework.

How is CCEP responding to shareholder concerns about the Rule 9 waiver?

CCEP explains that, since the AGM, it has continued to engage with shareholders on the rationale and merits of the Rule 9 Waiver Resolution and to address any concerns. The Board acknowledges those concerns, reiterates its belief in the merits of buybacks, and notes that it is also evaluating other means of returning capital to shareholders.

Where is Coca-Cola Europacific Partners (CCEP) listed and what markets does it serve?

CCEP is listed on Euronext Amsterdam, NASDAQ, the London Stock Exchange and the Spanish Stock Exchanges, and is a constituent of the Nasdaq 100 and FTSE 100 indices. The company serves nearly 600 million consumers and helps over 4 million customers across 31 countries.

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Accepted by SEC EDGAR 11/21/2025 - 10:14 AM Learn about SEC filing dates

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

November 21, 2025

Commission File Number 001-37791

COCA-COLA EUROPACIFIC PARTNERS PLC

Pemberton House, Bakers Road

Uxbridge, UB8 1EZ, United Kingdom

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F ý Form 40-F D ¨

21 November 2025

Coca-Cola Europacific Partners plc

(“the Company”)

Update statement on 2025 Annual General Meeting voting results

At the Company’s 2025 Annual General Meeting (“AGM”) held on 22 May 2025, all resolutions were successfully passed with the requisite majority of votes. However, in respect of resolution 24 (“Rule 9 Waiver Resolution”), we acknowledge that a number of our shareholders did not support the resolution (of votes cast, 74.95% voted in favour).

The Rule 9 Waiver Resolution related to the approval by independent shareholders of a waiver obtained from the Panel on Takeovers and Mergers in respect of an obligation that could arise on Olive Partners, S.A. ("Olive"), or any persons acting in concert with Olive, to make a general offer for all the issued ordinary share capital of the Company following any increase in the percentage of shares held by Olive, or any persons acting in concert with Olive, resulting from the exercise by the Company of the authority to purchase its own shares pursuant to resolutions 27 and 28 (which received approval from 99.22% and 98.22% of those voting respectively).

The Board believes that it is in the best interests of shareholders that the Company has the flexibility to return value to shareholders through future buyback programmes as demonstrated in our commitment to return up to €1bn to shareholders as part of the share buyback programme announced on 14 February 2025. If the Rule 9 Waiver Resolution had not been approved, the Company would not have been able to effect such buyback programmes as explained in the 2025 Notice of AGM and also in the Letter to Shareholders issued via RNS on 12 May 2025.

Since the AGM, the Company has continued to engage where appropriate with its shareholders on the rationale and merits of the Rule 9 Waiver Resolution, and to address any concerns they may have. The Board believes that share buybacks represent an attractive means of returning capital to shareholders and, as such, they form a core component of the Company’s capital allocation framework. The Board recognises, and acknowledges, shareholder concerns around the use of Rule 9 waivers in the context of share buybacks and continues to evaluate other means of returning capital to shareholders. The Board is grateful for the engagement of shareholders.

CONTACTS

Company Secretariat Clare Wardle T +44 20 7355 8406 Investor Relations Sarah Willett T +44 7970 145 218 Media Relations Shanna Wendt T +44 7976 595 168

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ABOUT CCEP

Coca-Cola Europacific Partners is one of the world’s leading consumer goods companies. We make, move and sell some of the world’s most loved brands – serving nearly 600 million consumers and helping over 4 million customers across 31 countries grow.

We combine the strength and scale of a large, multi-national business with an expert, local knowledge of the customers we serve and communities we support.

The Company is currently listed on Euronext Amsterdam, NASDAQ, London Stock Exchange and on the Spanish Stock Exchanges, and a constituent of both the Nasdaq 100 and FTSE 100 indices, trading under the symbol CCEP (ISIN No. GB00BDCPN049).

For more information about CCEP, please visit www.cocacolaep.com & follow CCEP on LinkedIn

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			COCA-COLA EUROPACIFIC PARTNERS PLC
						(Registrant)
Date: November 21, 2025			By:			/s/ Clare Wardle
			Name:			Clare Wardle
			Title:			General Counsel & Company Secretary

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