computershare cip · 2019-09-19 · – invest small amounts to acquire shares in the appointing...

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1 This plan is sponsored and administered by Computershare Trust Company, N.A., not by any appointing issuer. Computershare provides no advice and makes no recommendations with respect to any security that is eligible for the Computershare CIP or any purchase or sale transaction initiated by a participant through the Computershare CIP. | CERTAINTY | INGENUITY | ADVANTAGE | Computershare CIP A Dividend Reinvestment and Stock Purchase Plan

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Page 1: Computershare CIP · 2019-09-19 · – Invest small amounts to acquire shares in the Appointing Issuer– Purchases are in dollar amounts, rather than for a certain number of shares,

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This plan is sponsored and administered byComputershare Trust Company, N.A., not by anyappointing issuer. Computershare provides noadvice and makes no recommendations withrespect to any security that is eligible for theComputershare CIP or any purchase or saletransaction initiated by a participant through theComputershare CIP.

| CERTAINTY | INGENUITY | ADVANTAGE |

Computershare CIP

A Dividend Reinvestment and Stock Purchase Plan

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Privacy Notice

At Computershare, we take privacy seriously. In thecourse of providing services to you in connectionwith employee stock purchase plans, dividendreinvestment plans, direct stock purchase plans,direct registration services and/or custody services,we receive nonpublic, personal information aboutyou. We receive this information throughtransactions we perform for you, from enrollmentforms, automatic debit forms, and through othercommunications with you in writing, electronically,and by telephone. We may also receive informationabout you by virtue of your transaction with affiliatesof Computershare or other parties. This informationmay include your name, address (residential andmailing), social security number, bank accountinformation, stock ownership information, date ofbirth, government-issued identification number, andother financial information.

With respect both to current and former customers,Computershare does not share nonpublic personalinformation with any non-affiliated third-partyexcept as necessary to process a transaction,service your account or as required or permitted bylaw. Our affiliates and outside service providerswith whom we share information are legally boundnot to disclose the information in any manner,unless required or permitted by law or othergovernmental process. We strive to restrict accessto your personal information to those employeeswho need to know the information to provide ourservices to you. Computershare maintains physical,electronic and procedural safeguards to protectyour personal information.

Computershare realizes that you entrust us withconfidential personal and financial information andwe take that trust very seriously.

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Computershare CIP

Computershare CIP (“CIP”) is a dividendreinvestment and stock purchase plan that providesan alternative to traditional methods of buying andselling shares in the appointing issuer (“AppointingIssuer”). This brochure, and the Supplement to theComputershare CIP (“CIP Supplement”) describingcertain features of CIP that are specific to theAppointing Issuer, provide a complete overview of CIP.

CIP allows you to:

– Invest small amounts to acquire shares in theAppointing Issuer – Purchases are in dollaramounts, rather than for a certain number ofshares, allowing you to purchase and ownfractional shares.

– Automatically build your investment overtime – Your dividends will be reinvested and, ifyou wish, you can buy additional stock bycheck, one-time online bank debit, or throughscheduled automatic deductions from yourbank account.

How CIP worksThrough CIP, you can purchase and sell shares inthe Appointing Issuer directly. CIP is designed forlong-term investors who wish to invest and buildtheir share ownership over time.

CIP allows you to buy the same dollar amount ofstock through scheduled automatic deductionsfrom your bank account. Please see the CIPSupplement for a schedule of deduction dates.Alternatively, you can periodically purchase stockby authorizing one-time online bank debits, or bysubmitting a check and completed transactionform. You can also combine these choices to suityour needs. For example, you may choose topurchase stock through scheduled automaticdeductions and supplement those purchases withoccasional purchases by check.

EligibilityCIP is available to the Appointing Issuer’s existingregistered shareholders and employees (but notaffiliates of the Appointing Issuer, unlessspecifically noted in the accompanying CIPSupplement). Regulations in certain countries may,however, limit or prohibit participation in this typeof plan. Persons residing outside the United Stateswho wish to participate in CIP should first contacttheir financial or legal advisors to determinewhether they are subject to any governmentalregulations prohibiting their participation.

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Before enrolling in CIP, please make sure you readand understand the Questions and Answers setforth below, the detailed Terms and Conditions andthe CIP Supplement. Keep in mind that securitiesare subject to investment risk, including thepossible loss of the principal invested.

Questions and Answers

How do I enroll in CIP?Existing registered shareholders of the AppointingIssuer can enroll in CIP online atwww.computershare.com/investor, or by completingand submitting an enrollment form that you canobtain by contacting Computershare. The CIPSupplement designates if there is a minimum numberof shares you must hold in order to join the plan.

If you hold shares through a bank, broker or othernominee you can request them to have sharestransferred into your own name and then enroll in CIP.

What if I hold paper stock certificates?If you hold paper stock certificates, you may enroll inCIP by following the instructions set forth above. Youcan choose either to retain possession of yourcertificates or to deposit the certificated shares intoyour CIP account. If you wish to deposit thecertificated shares, you must send the unsignedcertificates to Computershare. We stronglyrecommend that you send certificates via overnightdelivery or another form of traceable mail, with returnreceipt requested, and ensure that the certificates areproperly insured.

How do I purchase shares for my CIP account?You may purchase shares for your CIP account inthree ways: by regularly scheduled electronicdeductions, by one-time online bank debit and/orby check.

– You may authorize scheduled automaticdeductions (in U.S. dollars) from your U.S.bank account by submitting a request online atwww.computershare.com/investor or bycompleting and returning an authorization formto Computershare. A schedule of the automaticdeduction dates can be found in the CIPSupplement.

– You may authorize a one-time online bankdebit (in U.S. dollars) from your U.S. bankaccount by submitting a request online atwww.computershare.com/investor.

– You may make optional cash investments bysending a check (in U.S. dollars) made payable

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to “Computershare” along with a completedtransaction form to Computershare.

Computershare will purchase whole and fractionalshares of the Appointing Issuer’s stock to equaleach amount you invest, less any applicable fees.Fees, as well as minimum and maximum purchaseamounts, are detailed in the CIP Supplement.

When are shares purchased?Computershare generally will purchase shareswithin five business days after receiving yourfunds, subject to market conditions.

Are dividends reinvested through CIP?If the Appointing Issuer pays a cash dividend,Computershare will either send you a check for yourdividends or reinvest them based on your preference.You must provide instructions regarding dividendreinvestment when you enroll in CIP. See the CIPSupplement for available participation options.

Computershare will purchase whole and fractionalshares of the Appointing Issuer’s stock to equal thedollar amount of the reinvested dividends, less anyapplicable fees and tax withholdings. See theTerms and Conditions for specific details ondividend reinvestment.

You may change your reinvestment instructiononline at www.computershare.com/investor, bytelephone or in writing at any time. IfComputershare receives the notice of change aftera dividend record date, the changing of yourreinvestment option may not be effective until thenext dividend payment date.

How do I sell shares through the CIP?You may sell all or a portion of the shares in yourCIP account at any time throughwww.computershare.com/investor, via telephone,or by mailing your request to Computershare.

CIP generally supports the sales options set forthbelow. All sales options, however, may not beavailable at all times.

Market Order: A market order is a request to sellshares promptly at the current market price. Marketorder sale instructions received by Computershareduring market hours are final and cannot be stoppedor cancelled. If you request to cancel a market orderplaced outside of market hours, Computershare willuse commercially reasonable efforts to honor therequest. Depending on the number of shares beingsold and current trading volume in the shares, amarket order may only be partially filled or not filled atall on the trading day in which it is placed, in which

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case the order, or remainder of the order, asapplicable, will be cancelled at the end of such day. Todetermine if your shares were sold, you should checkyour account online atwww.computershare.com/investor or contact us atthe number listed in the CIP supplement. If yourmarket order sale was not filled and you still want theshares sold, you will need to re-enter the sale request.

Batch Order: A batch order is an accumulation of allsales requests for a security submitted together as anaggregate request. Computershare will automaticallytreat all sale requests received in writing as batchorder sale requests. Computershare will processbatch order requests no later than five business daysafter the date on which it receives the order (exceptwhere deferral is required under applicable federal orstate laws or regulations), assuming the applicablemarket is open for trading and sufficient marketliquidity exists. Once received by Computershare,batch order sale instructions are final and cannot bestopped or cancelled.

Day Limit Order: A day limit order is an order to sellshares when and if the stock reaches a specific priceon a specific day. The order is automaticallycancelled if the price is not met by the end of thattrading day (or, for orders placed outside of markethours, the next trading day). Depending on thenumber of shares being sold and current tradingvolume in the shares, such an order may only bepartially filled, in which case the remainder of theorder will be cancelled. The order may be cancelledby the applicable stock exchange; by Computershareat its sole discretion; or, if Computershare’s brokerhas not filled the order, at your request made online atwww.computershare.com/investor or by telephone.

Good-Til-Cancelled (GTC) limit order: A GTC limitorder is an order to sell shares when and if the stockreaches a specific price at any time while the orderremains open (generally up to 30 days). Dependingon the number of shares being sold and currenttrading volume in the shares, sales may be executedin multiple transactions and over more than one day.If shares trade on more than one day, a separate feewill be charged for each day. The order (or anyunexecuted portion thereof) is automaticallycancelled if the price is not met by the end of theorder period. The order may be cancelled by theapplicable stock exchange; by Computershare at itssole discretion; or, if Computershare’s broker hasnot filled the order, at your request made online atwww.computershare.com/investor or by telephone.

For more information about the timing, processingand pricing of sale requests, see the Terms and

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Conditions. Please also refer to the CIP Supplementas different types of orders, and orders placed bytelephone through a customer servicerepresentative, are subject to different fees.

Computershare may, under certain circumstances,require a transaction request to be submitted inwriting. Please contact Computershare todetermine if there are any limitations applicable toyour particular sale request.

If you sell shares from an account without a validForm W-9 certifying the accuracy of your taxpayeridentification number (for U.S. holders) or a validForm W-8BEN (for non-U.S. holders), your salesproceeds will be subject to backup withholding taxat the then-effective rate. These tax forms areavailable at www.computershare.com/investor orcan be obtained by calling the telephone numberlisted on the CIP Supplement.

If you wish to sell shares you hold in certificatedform through CIP, you must first deposit thecertificates into your CIP account.

If you elect to sell shares online atwww.computershare.com/investor, you may useComputershare’s international currency exchangeservice to convert your sales proceeds to anothercurrency. This service is subject to additional termsand conditions, currency availability and fees.

If you elect to sell shares online atwww.computershare.com/investor, you also mayrequest to receive sales proceeds by electronicfunds transfer (“EFT”), subject to additional fees.

How do I transfer CIP shares or give them as gifts?Please visit the Computershare Transfer Wizard atwww.computershare.com/transferwizard. TheTransfer Wizard will guide you through the transferprocess, assist you in completing the transfer form,and identify other necessary documentation youmay need to provide. Issuance of certificates (ifoffered by the Appointing Issuer) may be subject toan additional fee.

How do I keep track of my investments?The simplest way to keep track of your investmentsis by logging into your account atwww.computershare.com/investor. There you willbe able to see sales, purchases, balances, prices,dividends reinvested, cost basis and otherinformation. Additionally, you will periodicallyreceive CIP account statements and, if applicable,transaction advices.

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What about taxes?For U.S. persons, Computershare will send a Form1099-DIV to you and the U.S. Internal RevenueService after the end of each year, reporting anydividend income you received during the year. Fornon-U.S. persons eligible to participate in CIP,Computershare will send a Form 1042-S to you andthe U.S. Internal Revenue Service after the end ofeach year, reporting any dividend income you havereceived during the year.

If you are a U.S. person and sell shares through CIP,Computershare will send a Form 1099-B to you andthe U.S. Internal Revenue Service showing the totalproceeds of the transaction.

How do I vote my shares?As a registered shareholder, you will receive allshareholder communications sent by the AppointingIssuer, including proxy material. The proxy materialwill describe how to vote your shares.

How do I end my participation in CIP?You can end your participation in CIP online atwww.computershare.com/investor, via telephoneor by mailing your request to Computershare. Yourparticipation in CIP will also end if you sell ortransfer all shares in your CIP account. When youend participation in CIP, Computershare may sell(through a batch order) your remaining fractionalshare interests, if any, subject to the fees set forthin the CIP Supplement.

What if I have questions about CIP?If you would like more information about CIP orhave any additional questions about buying orselling shares or any other CIP services, you mayvisit www.computershare.com/investor or callComputershare at the telephone number indicatedon the CIP Supplement. Keep in mind thatComputershare does not provide financial,accounting, legal or tax advice.

Terms and Conditions

1. AppointmentComputershare Trust Company, N.A.(“Computershare”), as agent for any Participantin the Computershare CIP, will in accordancewith each Participant’s instruction and theseTerms and Conditions:

(a) accept deposits of shares and credit them to the Participant’s account in book-entry form;

(b) apply funds received from an eligible Participant for the purchase of whole and fractional shares of stock for the Participant’s account;

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(c) pay dividends in cash (in U.S. dollars) to the Participant or apply all or part of any dividends payable to the Participant to the purchase of additional whole and/or fractional shares; and

(d) sell shares on behalf of the Participant.

All Participant instructions under these Terms andConditions include any necessary instruction toaffiliates of Computershare acting asComputershare’s service agents. In regards toany appointing issuer (“Appointing Issuer”), theseTerms and Conditions include the CIPSupplement applicable to such Appointing Issuer.

2. PurchasesParticipants may initiate optional cash purchaseseither by sending a check (in U.S. dollars drawnagainst a U.S. bank) payable to“Computershare” for the desired purchaseamount or by establishing an authorizedelectronic funds transfer from a checking orsavings account. Computershare will not acceptcash, traveler’s checks, money orders or third-party checks. Computershare will, upon receipt,deposit such funds in an account maintained forthe benefit of Participants. Computershare willseek to purchase shares from optional cashinvestments promptly, but in no event later thanfive business days after the funds are received,assuming the relevant markets are open andsufficient market liquidity exists (and exceptwhere deferral is required under applicablefederal or state laws or regulations).Computershare will reinvest dividends promptlyfollowing receipt thereof from the AppointingIssuer, assuming the relevant markets are openand sufficient market liquidity exists (and exceptwhere deferral is required under applicablefederal or state laws or regulations).

For the purpose of making purchases on behalfof Participants, Computershare may combine aParticipant’s funds with funds of otherparticipants and generally will batch purchasetypes (dividend and optional cash) for separateexecution by its broker. At Computershare’sdiscretion these batches may be combined andexecuted by its broker. Computershare mayalso direct its broker to execute each purchasetype in several batches throughout a tradingday. Depending on the number of shares beingpurchased and current trading volume in theshares, Computershare’s broker may executepurchases for any batch or batches in multipletransactions and over more than one day. Ifdifferent purchase types are batched, the price

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per share of the Appointing Issuer’s stockpurchased for each CIP account, whetherpurchased with funds contributed, dividends orboth, shall be the weighted average price of thespecific batch for such shares purchased byComputershare’s broker for CIP on such tradedate or dates. Computershare will hold(including in the name of its nominee), all sharesof stock purchased or deposited for Participantsand will establish and maintain CIP accountrecords that reflect each Participant’s separateinterest.

Depending on the number of shares beingpurchased and current trading volume in theshares, a purchase order for any one or morebatches may only be partially filled or not filledat all on the trading day in which it is placed, inwhich case the batch order, or remainder of thebatch order, as applicable, will be cancelled atthe end of thirty (30) days. If the batch order inwhich your purchase request was included isonly partially filled, the amount of shares youwill receive will be prorated based on theamount of funds you contributed out of the totalfunds contributed for the batch order. You willstill be charged the one-time processing fee foryour purchase request if your order is partiallyfilled. You will only be charged the per share feefor the actual number of shares purchased. Anyfunds not used to purchase shares will bereturned to you by check. Computershare willnot be responsible for any fees you may incurrelated to the returned payment. No interestwill be paid on funds held by Computersharepending purchase of shares.

You should not purchase shares through CIP ifyou want complete control over the timing orthe purchase price. The timing of any purchasesis dependent on market conditions, and may beaffected by market events or external causes. Inthe event of a trading halt, Computershare’sbroker will place purchase orders for executionon the first available day after the trading halt is lifted.

Computershare is not obligated to return anyoptional cash purchase funds if so requestedby a Participant, but will make an effort to doso.

If any Participant’s check for a cash contributionis returned unpaid for any reason, or anauthorized electronic funds transfer is rejected,Computershare will consider the request forinvestment of such funds null and void.

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Computershare will immediately remove fromthe Participant’s CIP account those shares, ifany, purchased upon the prior credit of suchfunds and will immediately sell such shares.Computershare also will sell any additionalshares from the Participant’s CIP account asnecessary to cover any costs, losses or fees.

3. SalesA Participant may sell all or a portion of theshares credited to his or her account at anytime by submitting a request to Computershareonline at www.computershare.com/investor,via telephone or in writing.

Market order sale requests (requests to sellshares promptly at the current market price)received by Computershare during market hours(normally 9:30 a.m. to 4:00 p.m. Eastern Time)will be submitted promptly to Computershare’sbroker. Any orders received outside of markethours will be submitted to Computershare’sbroker on the next day the market is open. Salesproceeds will equal the market price of the saleobtained by Computershare’s broker, net oftaxes and fees. Computershare will usecommercially reasonable efforts to honorrequests by Participants to cancel market ordersplaced outside of market hours. Depending onthe number of shares being sold and currenttrading volume in the shares, a market ordermay only be partially filled or not filled at all onthe trading day in which it is placed, in whichcase the order, or remainder of the order, asapplicable, will be cancelled at the end of suchday. To determine if your shares were sold, youshould check your account online atwww.computershare.com/investor or contact usat the number listed in the CIP supplement. Ifyour market order sale was not filled and youstill want the shares sold, you will need to re-enter the sale request.

For batch orders (an accumulation of all salesrequests for a security submitted together asan aggregated request), sale requests will beprocessed no later than five business daysafter the date on which the order is received byComputershare, assuming the relevant marketsare open and sufficient market liquidity exists(and except where deferral is required underapplicable federal or state laws or regulations).All sale requests received in writing will besubmitted as batch order sales. Sales proceedswill equal the weighted average sale priceobtained by Computershare’s broker for allshares sold in such batch on the applicable

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trade date or dates, net of taxes and fees.Once received by Computershare, batch ordersale instructions are final and cannot bestopped or cancelled.

A day limit order (an order to sell shares whenand if the stock reaches a specific price on aspecific day) is automatically cancelled if theprice is not met by the end of that trading day(or, for orders placed outside of market hours,the next trading day). Depending on thenumber of shares being sold and currenttrading volume in the shares, such an ordermay only be partially filled, in which case theremainder of the order will be cancelled. Theorder may be cancelled by the applicable stockexchange, by Computershare at its solediscretion as it deems necessary or advisableor, if Computershare’s broker has not filled theorder, at a Participant’s request made online atwww.computershare.com/investor or bytelephone.

For a good-til-cancelled (GTC) limit order (anorder to sell shares when and if the stockreaches a specific price at any time while theorder remains open (generally up to 30 days)),depending on the number of shares being soldand current trading volume in the shares, salesmay be executed in multiple transactions andover more than one day. If shares trade on morethan one day, a separate fee will be charged foreach day. The order (or any unexecuted portionthereof) is automatically cancelled if the price isnot met by the end of the order period. Theorder may be cancelled by the applicable stockexchange, by Computershare at its solediscretion as it deems necessary or advisable or,if Computershare’s broker has not filled theorder, at a Participant’s request made online atwww.computershare.com/investor or bytelephone.

4. TransactionsComputershare will cause its broker to effectpurchases and sales on any securities exchangewhere such shares are traded, in the over-the-counter market or by negotiated transactions,upon such terms with respect to price, delivery,etc., as Computershare may accept.

No Participant shall have any authority or powerto direct the number of shares purchased or thetime or price at which shares may be purchasedor sold (except for prices specified for day limitorders or GTC limit orders), or to select thebroker or dealer through or from whom

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purchases or sales are to be made byComputershare. Neither the purchase price northe sale price is determined until the brokercompletes the trade. All transactions are subjectto market conditions. Under no event shallComputershare be responsible for systemoutages or broker failures. Shares may tradeover more than one day depending on sharevolume and market liquidity.

For processing purchase and sale instructionsfrom a Participant, Computershare will chargetransaction and processing fees in accordancewith the fee schedule set forth in the CIPSupplement or in subsequent notices of feechanges that Computershare provides toParticipants. Fees are subject to change at anytime, in accordance with the Terms andConditions, upon written notification toParticipants. Computershare may receiveadditional compensation, including from thecompany, in connection with the administrationof CIP.

5. Termination and WithdrawalA Participant may withdraw from CIP online atwww.computershare.com/investor, via telephoneor by mailing a request to Computershare. AParticipant may also withdraw from CIP by sellingor transferring all shares in the Participant’s CIPaccount. Upon withdrawal from CIP, anyuninvested contributions will be returnedpromptly to the Participant.

For an account whose dividends are to bereinvested, if Computershare receives theParticipant’s notice of withdrawal near adividend record date, Computershare, in itssole discretion, may either distribute suchdividends in cash or reinvest them in shares onbehalf of the withdrawing Participant. If suchdividends are reinvested, Computershare willprocess the withdrawal as soon as practicable,but in no event later than five business daysafter the reinvestment is completed.

Computershare may, for any reason and in itssole discretion, terminate any Participant’sparticipation in CIP, effective immediately uponmailing via U.S. Post Office or courier service anotice of termination to the Participant at theParticipant’s address of record as maintained inComputershare’s files. Upon issuing a notice oftermination, Computershare will promptlyrefund any funds contributed by suchParticipant and held by Computersharepending purchase of shares.

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In addition, if a Participant withdraws, transfersor sells all of the Participant’s whole shares,leaving only a fractional share in his or heraccount, Computershare may, in its discretionand without notice to the Participant, terminatethe Participant’s participation in CIP and sell anyfractional share as a batch order sale, subject tothe fees set forth in the CIP Supplement. If thesales proceeds exceed applicable fees and taxwithholdings, Computershare will mail a checkin the amount of such excess to the Participantat the Participant’s address of record.

6. Agent’s DiscretionComputershare may, for various reasons,require a transaction request to be submittedin writing. If unable to complete a specifictransaction, Participants should contactComputershare to determine if their particularrequest, including any sales request, must besubmitted in writing.

7. Tax ConsequencesAlthough Computershare will reinvestdividends on CIP shares according to theParticipant’s instructions, the Participantremains solely responsible for any incometaxes payable on such dividends.

Computershare will send a Form 1099-DIV (forParticipants who are U.S. persons) or a Form1042-S (for Participants who are non-U.S.persons) to the Participant and the U.S. InternalRevenue Service after the end of each year,reporting any dividend income the Participantreceived during the year.

If a Participant who is a U.S. person sells sharesthrough CIP, Computershare will send a Form1099-B to the Participant and the U.S. InternalRevenue Service showing the total proceeds ofthe transactions.

If the Appointing Issuer pays commissions orfees on behalf of the Participant, additional taxreporting may be required.

IRS regulations require Participants to have avalid and effective tax certification form on filein order to avoid the application of U.S.withholding taxes at the then-effective rate topayments of dividends (including reinvesteddividends) and/or sales proceeds. For U.S.persons, the Form W-9 is required. For non-U.S. persons, the Form W-8BEN is required.Any taxes withheld for the year will be shownon the tax information forms furnished byComputershare to Participants pursuant to

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rules of the U.S. Internal Revenue Service.

The tax consequences of participating in CIP canvary depending on each Participant’s taxsituation. Accordingly, each Participant isresponsible for determining the tax effect of CIPparticipation and should consult with his or hertax advisor with respect to current and proposedfederal, state, local, foreign and other tax laws.

Other Information

8. Voting A Participant will have the sole right to voteshares held through CIP.

9. Corporate ActionsAny shares issued pursuant to a stock dividendor stock split on shares held in a Participant’sCIP account or shares registered in the name ofthe Participant will be credited to theParticipant’s CIP account, provided that suchshares are of the same type, class and series asthe shares held under CIP. Processing ofpurchases, sales and transfers may betemporarily suspended during such distributionsor other corporate actions. If the AppointingIssuer makes available to its shareholders anyrights to subscribe to additional shares,debentures or other securities, the number ofrights to be issued to a Participant shall bebased on the number of whole shares held for aParticipant under CIP and the number of wholeshares of the same class of stock otherwiseregistered in the name of the Participant.

10. Limitations of Liability and Force MajeureComputershare shall not be liable for any actiontaken or omitted to be taken in connection withCIP or the services provided herein, except thatComputershare shall be liable for losses incurredas a direct result of Computershare’s willfulmisconduct. In particular, but without limitation,Computershare shall not be responsible for anylosses (1) arising out of failure to terminate aParticipant’s participation in CIP upon theParticipant’s death prior to Computershare’sreceipt of written notice of death from anappropriate representative, and (2) with respectto the prices or times at which shares arepurchased or sold for any Participant’s account.Under no circumstances shall Computershare beliable for any special, indirect, incidental, punitiveor consequential loss or damage of any kindwhatsoever (including, but not limited to, lostprofits), even if Computershare has been advisedof the possibility of such loss or damage. Except

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as otherwise stated herein, the partiesacknowledge that, in light of the uniquecharacteristics of each instance in which servicesare to be performed, Computershare makes norepresentation that any of the services shall beperformed at any set time or under any deadline,and Computershare shall not be liable for anychange in the market value of any security at anytime. Computershare shall not be liable for anyloss or damage resulting from its inability tocomply with these Terms and Conditions byreason of events beyond its reasonable control,including, but not limited to, acts of war,terrorism, riots, civil emergencies, acts of God ornature, local or regional electrical orcommunications system breakdowns, or acts ofcivil or military authority.

11. Amendment, Modification, and TerminationComputershare reserves the right to amend ormodify the provisions of CIP (including fees) atany time, by notifying the Participants of suchamendment or modification (including in anotice delivered with normal company mailingsto shareholders). Computershare may alsosuspend or terminate CIP without notice at anytime as it deems necessary or advisable.

In addition, Computershare reserves the rightto interpret and regulate CIP as it deemsnecessary or desirable in connection with theoperation of CIP.

12. Broker DealerComputershare may, in its sole discretion, usea broker-dealer that is affiliated or unaffiliatedwith Computershare to execute purchase orsale transactions. In such event, the Participantacknowledges that compensation paid inconnection with those transactions will accrueto the sole benefit of Computershare or itsservice providers. Under no circumstancesshall Computershare be responsible for anyaction taken or omitted to be taken by suchaffiliated or unaffiliated broker-dealer.

13. Investment RiskComputershare provides no advice and makesno recommendations with respect to anysecurity that is eligible for CIP or any purchaseor sale transaction initiated by a Participant.Securities are subject to investment riskincluding the possible loss of the principalinvested. Any decision to purchase or sell anysecurity that is eligible for CIP participation mustbe made by the individual Participant basedupon his or her own research and judgment.

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14. InsuranceCIP accounts, the securities held therein andany cash temporarily held on behalf of aParticipant are not deposits of Computershareand are not insured by the Securities InvestorProtection Corporation (“SIPC”), FederalDeposit Insurance Corporation (“FDIC”) or anyother federal or state agency.

15. Governing Law and Consent to JurisdictionCIP, these Terms and Conditions (including theCIP Supplement) and Computershare’s dutiesand responsibilities hereunder shall begoverned by the laws of the State of New York(without regard to the conflict of law principles).By enrolling in CIP, each Participant (a) consentsto the jurisdiction of courts in Illinois, NewJersey, New York and Massachusetts (whetherstate or federal) over all matters relating to CIPor the services provided by Computershare and(b) waives its right to trial by jury. The signingand sending of a CIP enrollment form or theinitiation of a transaction, including the depositof shares by book-entry or by certificatethrough CIP, shall constitute an offer by theindividual shareholder to establish a principal-agency relationship with Computershare.Acceptance shall occur in the offices ofComputershare upon receipt by Computershareof such forms or requests.

16. Institutional InvestorsCIP is not designed for and may not be usedby institutional investors or financialintermediaries.

17. Statement of OwnershipComputershare will confirm each trade for theParticipant’s CIP account and each sharedeposit or share transfer promptly after theaccount activity occurs. The statement willshow the number of shares held by theParticipant, the number of shares for whichdividends are being reinvested, any cashreceived for purchase of shares, the price pershare for any purchases or sales, any applicablefees for each transaction and, if available, thetime of sale. If the only activity in a Participant’saccount is the reinvestment of dividends orregularly scheduled automatic purchases, thisactivity will be confirmed in a statement on atleast a quarterly basis. If the Appointing Issuerpays an annual dividend and the only activity ina Participant’s account for a calendar year is thereinvestment of such dividend, such Participantwill receive an annual statement.

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16

These statements are a Participant’s continuingrecord of the cost basis of his or her purchasesand should be retained for income taxpurposes. For shares acquired in CIP afterJanuary 1, 2011, the statement will includespecific cost basis information in accordancewith applicable law. A service fee may applyfor copies of statements covering any period ina prior calendar year.

Participants will receive copies of the sameshareholder communications sent to everyholder of record of shares.

18. EligibilityLaws may prevent residents of certaincountries from participating in CIP. Affiliates ofthe Appointing Issuer, as defined under theSecurities Act of 1933, as amended, and therules thereunder, are not eligible to participatein CIP (unless set forth in the CIP Supplement).Participants are responsible for determiningtheir eligibility under such laws and under anyspecial rules covering employees of theAppointing Issuer who also are Participants.

19. EnforceabilityThe parties agree that each provision hereinshall be treated as a separate and independentclause, and the unenforceability of any oneclause shall not impair the enforceability of anyother clause herein. In addition, if anyprovision contained herein shall for any reasonbe held to be unenforceable due to excessivebreadth, scope, activity, subject or otherwise, asuitable and equitable provision will besubstituted for that provision in order to carryout, so far as may be valid and enforceable,the intent and purposes of the invalid andunenforceable provision.

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How to contact Computershare

By Internet:

www.computershare.com/investor

Please note that all transactions online shall besubject to the additional Investor Center Terms andConditions

Call:

See the CIP Supplement or your CIP accountstatement for information on how to contactComputershare by phone.

Write:

Computershare CIPc/o Computershare Investor ServicesP.O. Box 30170College Station, TX 77842-3170

Be sure to include your name, address, accountnumber, company name (both as shown on yourstatement) and daytime phone number on allcorrespondence.

For overnight delivery services:

Computershare CIPComputershare Investor Services211 Quality Circle, Suite 210College Station, TX 77845

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01K5XN 06-02-16 002CSN2429

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The following sections replace the existing sections of theComputershare CIP brochure as noted:

Questions and Answers

The Questions “How do I enroll in CIP?” and “What if I hold paperstock certificates?” are replaced by the following:

How do I enroll in CIP?

If you are an existing registered shareholder of Coca-ColaEuropean Partners plc, to enroll you must complete and submit an enrollment form and deposit all certificated shares in yourpossession. To deposit a paper stock certificate, you may sendthem unsigned to the address shown on page 16 of the CIPbrochure via overnight delivery or some other form of traceablemail, with return receipt requested, and properly insured. Youmust also complete a Plan Deposit Request Form. The transfer ofcertificated shares into the CIP is subject to Stamp Duty as setforth in the Plan Deposit Request From.

In the Question “How do I sell shares through the CIP?” the 10thparagraph has been replaced by the following:

If you prefer to sell your CIP shares through a broker, or request atransfer of your CIP shares to your broker transfer forms areavailable by calling the telephone number listed on page 16 of the CIP brochure.

CIP

Supplement to the Computershare CIPA Dividend Reinvestment and Stock Purchase Plan

for Coca-Cola European Partners plc

Schedule of FeesSales

– Each batch order sale will entail a transaction fee of $15.00plus $0.12 per share* sold.

– Each market order sale will entail a transaction fee of $25.00plus $0.12 per share* sold.

– Each day limit order sale will entail a transaction fee of$25.00 plus $0.12 per share* sold.

– Each good-til-canceled (GTC) limit order sale will entail atransaction fee of $25.00 plus $0.12 per share* sold.

– Sale requests processed over the telephone by a customer service representative will entail an additional transaction fee of $15.00.

– Fees are deducted from the proceeds derived from the sale.

*All per share fees include any brokerage commissions Computershare is required to pay. Any fractional share will berounded up to a whole share for purposes of calculating the pershare fee.

Duplicate Account Statements

– Copies of account statements for prior years - $10.00 per year requested.

This schedule of fees is subject to change. See the Computershare CIP Terms and Conditions for more information.

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The question “How do I transfer CIP shares or give them as gifts?”is replaced by the following:

How do I transfer CIP shares or give them as gifts?You may transfer or gift shares from your CIP account by completing a Plan Transfer Form. Transfers may be made to another CIP holder account, to a DTC Participant, a broker, or to aholder not currently in the CIP. If the receiving party is not enrolled in the Plan, then they must complete a Plan EnrollmentForm and return it along with your transfer request. If you aretransferring shares to a broker or to a receiving party already enrolled in the Plan, then you do not need to complete the enrollment form. There may be a fee for issuing a certificate. Toobtain instructions for transferring your shares, please contactComputershare at the telephone number listed on page 16 of theCIP brochure, and request Computershare to send you transfer instructions and the Plan Transfer Form.

The question “How do I end my participation in CIP?” is replacedby the following:How do I end my participation in CIP?To terminate your CIP account, you must request a Plan Transfer toCertificate Form by contacting Computershare at the telephonenumber listed on page 16 or writing to Computershare at the ad-dress on page 16 of the CIP brochure.

Terms and ConditionsThe last sentence of the 2nd paragraph of Terms and Conditionsnumber two is replaced by the following:Computershare will hold in its name or in the name of its nominee,all shares of stock purchased or deposited for Participants in itsparticipant account with The Depository Trust Company, a U.S.registered clearing agency (“DTC”), and will establish and maintain CIP account records that reflect each Participant’s separate interest.The following paragraph has been added after the last paragraphof Terms and Conditions number three:If a Participant prefers to sell shares through his/her broker, a request for the issuance of a stock certificate or a request totransfer shares to the broker’s DTC participant account must be made to Computershare in writing. Please contact Computershare to obtain the appropriate transfer form. If you request a certificate, any subsequent transfers of the certificatedshares may be subject to the United Kingdom’s HM Revenue andCustoms Stamp Duty.The first paragraph of Terms and Conditions number five is replaced by the following:Participation in CIP may be terminated by the Participant at anytime. A Participant may terminate their participation by calling Computershare at the phone number indicated on page 16 of theCIP brochure and requesting the appropriate form. A Participantmay also withdraw from CIP by selling or transferring all shares in

the Participant’s CIP account. Upon withdrawal from CIP, any uninvested contributions will be returned promptly to the Participant.

The following paragraph has been added after the last paragraphof Terms and Conditions number five:You may request shares in Coca-Cola European Partners plc be issued in certificate form. Written requests for certificates for aParticipant’s CIP account need to be submitted on a Plan Transferto Certificate Form and mailed to Computershare CIP at the address indicated on page 16 of the CIP brochure. Requests forcertificates can only be made in conjunction with a request for termination from CIP. Please note, however, that subsequenttransfers of your certificated shares may be subject to the UnitedKingdom’s HM Revenue and Customs Stamp Duty.

To contact Computershare by phone:

1-800-418-4223 (U.S. and Canada)1-781-575-2867 (Outside U.S. and Canada)

Dividend Reinvestment Options

– Full reinvestment, partial reinvestment (dividends are paid incash on some shares) or cash on all shares.

Schedule of Minimum/Maximum Investments

– The minimum additional purchase amount is $10.00.

– Cash purchases are subject to a maximum aggregate annualamount of $120,000.00.

Schedule of Fees Purchases

– Each dividend reinvestment will entail a transaction fee of 5% of the amount reinvested, up to a maximum of $2.00 plus $0.03 per share* purchased.

– Each optional cash purchase by one-time online bank debitwill entail a transaction fee of $3.00 plus $0.03 per share*purchased.

– Each optional cash purchase by check will entail a transaction fee of $3.00 plus $0.03 per share* purchased.

– If funds are automatically deducted from your checking orsavings account, the transaction fee is $2.00 plus $0.03 pershare* purchased. Funds will be withdrawn on the 1st ofeach month, or the next business day if the 1st is not a business day.

– Fees will be deducted from the purchase amount.

– Returned check and rejected ACH debit fee is $35.00.2 3

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The question “How do I transfer CIP shares or give them as gifts?”is replaced by the following:

How do I transfer CIP shares or give them as gifts?You may transfer or gift shares from your CIP account by completing a Plan Transfer Form. Transfers may be made to another CIP holder account, to a DTC Participant, a broker, or to aholder not currently in the CIP. If the receiving party is not enrolled in the Plan, then they must complete a Plan EnrollmentForm and return it along with your transfer request. If you aretransferring shares to a broker or to a receiving party already enrolled in the Plan, then you do not need to complete the enrollment form. There may be a fee for issuing a certificate. Toobtain instructions for transferring your shares, please contactComputershare at the telephone number listed on page 16 of theCIP brochure, and request Computershare to send you transfer instructions and the Plan Transfer Form.

The question “How do I end my participation in CIP?” is replacedby the following:How do I end my participation in CIP?To terminate your CIP account, you must request a Plan Transfer toCertificate Form by contacting Computershare at the telephonenumber listed on page 16 or writing to Computershare at the ad-dress on page 16 of the CIP brochure.

Terms and ConditionsThe last sentence of the 2nd paragraph of Terms and Conditionsnumber two is replaced by the following:Computershare will hold in its name or in the name of its nominee,all shares of stock purchased or deposited for Participants in itsparticipant account with The Depository Trust Company, a U.S.registered clearing agency (“DTC”), and will establish and maintain CIP account records that reflect each Participant’s separate interest.The following paragraph has been added after the last paragraphof Terms and Conditions number three:If a Participant prefers to sell shares through his/her broker, a request for the issuance of a stock certificate or a request totransfer shares to the broker’s DTC participant account must be made to Computershare in writing. Please contact Computershare to obtain the appropriate transfer form. If you request a certificate, any subsequent transfers of the certificatedshares may be subject to the United Kingdom’s HM Revenue andCustoms Stamp Duty.The first paragraph of Terms and Conditions number five is replaced by the following:Participation in CIP may be terminated by the Participant at anytime. A Participant may terminate their participation by calling Computershare at the phone number indicated on page 16 of theCIP brochure and requesting the appropriate form. A Participantmay also withdraw from CIP by selling or transferring all shares in

the Participant’s CIP account. Upon withdrawal from CIP, any uninvested contributions will be returned promptly to the Participant.

The following paragraph has been added after the last paragraphof Terms and Conditions number five:You may request shares in Coca-Cola European Partners plc be issued in certificate form. Written requests for certificates for aParticipant’s CIP account need to be submitted on a Plan Transferto Certificate Form and mailed to Computershare CIP at the address indicated on page 16 of the CIP brochure. Requests forcertificates can only be made in conjunction with a request for termination from CIP. Please note, however, that subsequenttransfers of your certificated shares may be subject to the UnitedKingdom’s HM Revenue and Customs Stamp Duty.

To contact Computershare by phone:

1-800-418-4223 (U.S. and Canada)1-781-575-2867 (Outside U.S. and Canada)

Dividend Reinvestment Options

– Full reinvestment, partial reinvestment (dividends are paid incash on some shares) or cash on all shares.

Schedule of Minimum/Maximum Investments

– The minimum additional purchase amount is $10.00.

– Cash purchases are subject to a maximum aggregate annualamount of $120,000.00.

Schedule of Fees Purchases

– Each dividend reinvestment will entail a transaction fee of 5% of the amount reinvested, up to a maximum of $2.00 plus $0.03 per share* purchased.

– Each optional cash purchase by one-time online bank debitwill entail a transaction fee of $3.00 plus $0.03 per share*purchased.

– Each optional cash purchase by check will entail a transaction fee of $3.00 plus $0.03 per share* purchased.

– If funds are automatically deducted from your checking orsavings account, the transaction fee is $2.00 plus $0.03 pershare* purchased. Funds will be withdrawn on the 1st ofeach month, or the next business day if the 1st is not a business day.

– Fees will be deducted from the purchase amount.

– Returned check and rejected ACH debit fee is $35.00.2 3

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The following sections replace the existing sections of theComputershare CIP brochure as noted:

Questions and Answers

The Questions “How do I enroll in CIP?” and “What if I hold paperstock certificates?” are replaced by the following:

How do I enroll in CIP?

If you are an existing registered shareholder of Coca-ColaEuropean Partners plc, to enroll you must complete and submit an enrollment form and deposit all certificated shares in yourpossession. To deposit a paper stock certificate, you may sendthem unsigned to the address shown on page 16 of the CIPbrochure via overnight delivery or some other form of traceablemail, with return receipt requested, and properly insured. Youmust also complete a Plan Deposit Request Form. The transfer ofcertificated shares into the CIP is subject to Stamp Duty as setforth in the Plan Deposit Request From.

In the Question “How do I sell shares through the CIP?” the 10thparagraph has been replaced by the following:

If you prefer to sell your CIP shares through a broker, or request atransfer of your CIP shares to your broker transfer forms areavailable by calling the telephone number listed on page 16 of the CIP brochure.

CIP

Supplement to the Computershare CIPA Dividend Reinvestment and Stock Purchase Plan

for Coca-Cola European Partners plc

Schedule of FeesSales

– Each batch order sale will entail a transaction fee of $15.00plus $0.12 per share* sold.

– Each market order sale will entail a transaction fee of $25.00plus $0.12 per share* sold.

– Each day limit order sale will entail a transaction fee of$25.00 plus $0.12 per share* sold.

– Each good-til-canceled (GTC) limit order sale will entail atransaction fee of $25.00 plus $0.12 per share* sold.

– Sale requests processed over the telephone by a customer service representative will entail an additional transaction fee of $15.00.

– Fees are deducted from the proceeds derived from the sale.

*All per share fees include any brokerage commissions Computershare is required to pay. Any fractional share will berounded up to a whole share for purposes of calculating the pershare fee.

Duplicate Account Statements

– Copies of account statements for prior years - $10.00 per year requested.

This schedule of fees is subject to change. See the Computershare CIP Terms and Conditions for more information.

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02DO3F 002CSN6D25 05-31-16