Edgar Filing: COTT CORP /CN/

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

COTT CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

COTT CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREOWNERS
The Annual Meeting of shareowners of Cott Corporation will
be held

on: April 21, 2005

at: 8:30 a.m. (local time in Toronto)

at the: Glenn Gould Studio, Canadian Broadcasting Centre
250 Front Street West, Toronto, Ontario, Canada

to: o receive the financial statements for the year ended January 1, 2005
and the auditors' report on those statements,
o elect directors,
o appoint auditors, and
o transact any other business that properly may be brought before
the meeting and any adjournment of the meeting.

By order of the Board of Directors

/s/ Mark R. Halperin

Mark R. Halperin
Senior Vice President,
General Counsel & Secretary
Toronto, Ontario

March 22, 2005

[PICTURE]
[COTT LOGO]

Great things in store

2004 PROXY CIRCULAR

(COTT LOGO) John K. Sheppard
President and
Chief Executive Officer
Cott Corporation
207 Queen's Quay West
Suite 340
Toronto, Ontario M5J 1A7

March 22, 2005

Dear Shareowners:

We would like to invite you to attend our annual meeting, which will be
held at Glenn Gould Studio, Canadian Broadcasting Centre, 250 Front Street West
in Toronto, Ontario, Canada at 8:30 a.m. (Toronto time) on April 21, 2005. This
meeting gives you the opportunity to learn more about us, receive our financial
results and hear about our plans for the future. It also provides you with an
opportunity to meet our directors and senior management.

The notice of meeting and circular that accompany this letter describe the
business to be conducted at the meeting.

Even if you cannot attend the meeting, it is important that your shares be
represented and voted by using the enclosed form of proxy. We encourage you to
read the circular and vote as soon as possible. We look forward to your
participation.

Sincerely,

/s/ John K. Sheppard

JOHN K. SHEPPARD,
President and Chief Executive Officer

(COTT LOGO)

COTT CORPORATION

ANNUAL MEETING OF SHAREOWNERS

THIS BOOKLET EXPLAINS:

- details of the matters to be voted upon at the
meeting, and

- how to exercise your vote even if you cannot attend
the meeting.

THIS BOOKLET CONTAINS:

- the notice of the meeting,

- the proxy circular for the meeting, and

- a proxy form that you may use to vote your shares
without attending the meeting.

REGISTERED SHAREOWNERS

A form of proxy is enclosed with this booklet. This form may be used to vote
your shares if you are unable to attend the meeting in person. Instructions on
how to vote using this form are found starting on page 1 of the circular.

NON-REGISTERED BENEFICIAL SHAREOWNERS

If your shares are held on your behalf, or for your account, by a broker,
securities dealer, bank, trust company or other intermediary, you will not be
able to vote unless you carefully follow the instructions provided by your
intermediary.

THE ACCOMPANYING CIRCULAR AND FORM OF PROXY ARE FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY OR ON BEHALF OF MANAGEMENT FOR USE AT THE ANNUAL
MEETING OF THE SHAREOWNERS TO BE HELD ON APRIL 21, 2005 AND ANY CONTINUATION OF
THE MEETING AFTER AN ADJOURNMENT OF THAT MEETING.

Note: If you are a shareowner and wish to receive (or continue to receive) our
quarterly interim financial statements (and the related management discussion
and analysis) by mail, you must complete and return the enclosed request form.
If you do not do so, quarterly financial statements will not be sent to you.
Financial results are announced by media release, and financial statements are
available on our website at www.cott.com.

PROXY CIRCULAR

TABLE OF CONTENTS

PAGE
----

VOTING AT THE MEETING....................................... 1
Who Can Vote.............................................. 1
Voting By Registered Shareowners.......................... 1
Voting By Non-Registered Beneficial Shareowners........... 3
Confidentiality of Vote................................... 3
Quorum.................................................... 3
How Will Resolutions be Passed?........................... 3
Please Complete Your Proxy................................ 3
PROCEDURE FOR CONSIDERING SHAREOWNERS PROPOSALS............. 3
PRINCIPAL SHAREOWNERS....................................... 4
FINANCIAL STATEMENTS........................................ 4
ELECTION OF DIRECTORS....................................... 4
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT.............. 7
Security Ownership........................................ 7
Section 16(a) Beneficial Ownership Reporting Compliance... 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 8
EXECUTIVE COMPENSATION...................................... 9
Summary Compensation Table................................ 9
Stock Option Grants....................................... 10
Options Exercised......................................... 11
Executive Officers........................................ 11
EMPLOYMENT AGREEMENTS....................................... 11
REPORT ON EXECUTIVE COMPENSATION............................ 13
Human Resources and Compensation Committee................ 13
Compensation Principles................................... 13
Compensation Elements and Determination Process........... 13
Long-Term Incentives...................................... 14
Compensation of the Chief Executive Officer............... 16
SHAREOWNER RETURN PERFORMANCE GRAPH......................... 17
COMPENSATION OF DIRECTORS................................... 17
EQUITY COMPENSATION PLAN INFORMATION........................ 18
DIRECTORS AND OFFICERS INSURANCE............................ 19
CORPORATE GOVERNANCE........................................ 19
General................................................... 19
Board and Management Roles................................ 19
Allocation of Responsibility between the Board and
Management............................................. 19
Board's Expectations of Management........................ 20
Shareowner Communications................................. 20
Composition of the Board.................................. 20
Independence of the Board................................. 20
Board Committees.......................................... 21
AUDITORS.................................................... 23
Appointment of Auditors................................... 23
Principal Accountant's Fees............................... 23
Audit Fees................................................ 23
Audit-Related Fees........................................ 23
Tax Fees.................................................. 23
Pre-Approval Policies and Procedures...................... 23
Audit Committee Report.................................... 24
ADDITIONAL INFORMATION...................................... 25
Information about Cott.................................... 25
Approval.................................................. 25

(COTT LOGO)

COTT CORPORATION

PROXY CIRCULAR

THIS PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY OR ON BEHALF OF MANAGEMENT FOR USE AT THE ANNUAL MEETING OF
SHAREOWNERS THAT IS TO BE HELD AT THE TIME AND PLACE, AND FOR THE PURPOSES,
DESCRIBED IN THE ACCOMPANYING NOTICE OF THE MEETING. This proxy circular and the
accompanying proxy are being mailed to our shareowners on or about March 23,
2005.

All dollar amounts are in United States dollars unless otherwise stated.
All information contained in this document is as of February 28, 2005 unless
otherwise indicated.

VOTING AT THE MEETING

WHO CAN VOTE

March 16, 2005 is the record date to determine shareowners who are entitled
to receive notice of the meeting. Shareowners at the close of business on that
date will be entitled to vote at the meeting.

As at February 28, 2005, 71,524,720 common shares were outstanding. Each
common share entitles the holder to one vote on all matters to be presented at
the meeting.

VOTING BY REGISTERED SHAREOWNERS

The following instructions are for registered shareowners only. IF YOU ARE
A NON-REGISTERED BENEFICIAL SHAREOWNER, PLEASE FOLLOW YOUR INTERMEDIARY'S
INSTRUCTIONS ON HOW TO VOTE YOUR SHARES.

VOTING IN PERSON

Registered shareowners who attend the meeting may vote the shares
registered in their name on resolutions put before the meeting. If you are a
registered holder who will attend and vote in person at the meeting, you do not
need to complete or return the form of proxy. Please register your attendance
with the scrutineer, Computershare Trust Company of Canada, upon your arrival at
the meeting.

VOTING BY PROXY

If you are a registered shareowner but do not plan to come the meeting, you
may vote by using a form of proxy to appoint someone to come to the meeting as
your proxyholder. You either can tell that person how you want your shares to be
voted or let that person choose how to vote your shares.

WHAT IS A PROXY?

A proxy is a document that authorizes another person to attend the meeting
and cast votes on behalf of a registered shareowner at the meeting. If you are a
registered shareowner, you can use the accompanying proxy form. You may also use
any other legal form of proxy.

HOW DO YOU APPOINT A PROXYHOLDER?

Your proxyholder is the person you appoint to cast your votes for you at
the meeting. The persons named in the enclosed form of proxy are directors or
officers of Cott. You may choose those individuals or any other person to be
your proxyholder. Your proxyholder does not have to be a shareowner of Cott. If
you want to authorize a director or officer of Cott who is named on the enclosed
proxy form as your proxyholder, please leave the line near the top of the

proxy form blank, as their names are pre-printed on the form. IF YOU WANT TO
AUTHORIZE ANOTHER PERSON AS YOUR PROXYHOLDER, fill in that person's name in the
blank space located near the top of the enclosed proxy form.

Your proxy authorizes the proxyholder to vote and otherwise act for you at
the meeting, including any continuation of the meeting that may occur if the
meeting is adjourned.

HOW WILL A PROXYHOLDER VOTE?

If you mark on the proxy how you want to vote on a particular issue (by
checking FOR, AGAINST or WITHHOLD), your proxyholder must cast your votes as
instructed. By checking "WITHHOLD" on the proxy form, you will be abstaining
from voting.

IF YOU DO NOT MARK ON THE PROXY HOW YOU WANT TO VOTE ON A PARTICULAR
MATTER, YOUR PROXYHOLDER IS ENTITLED TO VOTE YOUR SHARES AS HE OR SHE SEES FIT.
IF YOUR PROXY DOES NOT SPECIFY HOW TO VOTE ON ANY PARTICULAR MATTER, AND IF YOU
HAVE AUTHORIZED A DIRECTOR OR OFFICER OF COTT TO ACT AS YOUR PROXYHOLDER, YOUR
SHARES WILL BE VOTED AT THE MEETING:

- FOR ELECTION OF THE NOMINEES NAMED IN THE CIRCULAR AS DIRECTORS, AND

- FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS.

For more information on these matters, please see "Election of Directors"
on page 4 and "Auditors -- Appointment of Auditors" on page 23.

If any amendments are proposed to these matters, or if any other matters
properly arise at the meeting, your proxyholder can generally vote your shares
as he or she sees fit. The notice of the meeting sets out all the matters to be
presented at the meeting that are known to management as of March 21, 2005.

HOW DO YOU DEPOSIT A PROXY?

To be valid, the proxy must be filled out, correctly signed (exactly as
your name appears on the proxy form) and returned to the Toronto office of our
transfer agent, Computershare Trust Company of Canada, by delivering it to:

100 University Avenue
9th Floor
Toronto, Ontario
M5J 2Y1
Attention: Secretary of Cott Corporation
Fax: (416) 263-9524 or 1-866-249-7775 (toll-free in Canada and the U.S.)

by 4:30 p.m. (Toronto time) on April 20, 2005 (or the last business day before
any reconvened meeting if the meeting is adjourned) or by presenting it to the
Chairman of the meeting before commencement of the meeting (or before the
reconvened meeting if the meeting is adjourned).

HOW DO YOU REVOKE YOUR PROXY?

If you want to revoke your proxy after you have delivered it, another
properly executed form of proxy bearing a later date should be delivered by you
as set out above under "How do You Deposit a Proxy?" or you can clearly indicate
in writing that you want to revoke your proxy and deliver this written document
to our principal executive office at:

207 Queen's Quay West
Suite 340
Toronto, Ontario
Canada
M5J 1A7
Attention: Secretary
Fax: (416) 203-5609

This revocation must be received by us before the meeting (or before the
date of the reconvened meeting if the meeting is adjourned) or be given to the
Chairman of the meeting before commencement of the meeting (or before the
reconvened meeting if the meeting is adjourned), or in any other way permitted
by law.

If you revoke your proxy and do not replace it with another form of proxy
that is properly deposited, you may still vote shares registered in your name in
person at the meeting.

VOTING BY NON-REGISTERED BENEFICIAL SHAREOWNERS

You may be a non-registered beneficial shareowner (as opposed to a
registered shareowner) if your shares are held on your behalf, or for your
account, by an intermediary, such as a broker, a securities dealer, a bank or a
trust company. Intermediaries generally are required to forward meeting
materials to the persons for whom they hold shares. If you are a non-registered
beneficial shareowner, it is your intermediary that legally will be entitled to
vote your shares at the meeting. To vote your shares, you must carefully follow
the instructions that your intermediary provides you. Instead of completing the
form of proxy that we have provided, you likely will be asked to complete and
deliver a different form to your intermediary. This form will instruct the
intermediary how to vote your shares at the meeting on your behalf.

As a non-registered beneficial shareowner, while you are invited to attend
the meeting, you will not be entitled to vote at the meeting unless you make the
necessary arrangements with your intermediary to do so.

CONFIDENTIALITY OF VOTE

Computershare Trust Company of Canada counts and tabulates proxies in a
manner that preserves the confidentiality of your votes. Proxies will not be
submitted to management unless:

- there is a proxy contest,

- the proxy contains comments clearly intended for management, or

- it is necessary to determine a proxy's validity or to enable management
and/or the board of directors to meet their legal obligations to
shareowners or to discharge their legal duties to Cott.

QUORUM

The annual meeting requires a quorum, which for this meeting means:

- at least two persons personally present, each being a shareowner
entitled to vote at the meeting or a duly appointed proxy for an absent
shareowner so entitled, and

- persons owning or representing not less than a majority of the total
number of our shares entitled to vote.

HOW WILL RESOLUTIONS BE PASSED?

All matters that are scheduled to be voted upon at the meeting are ordinary
resolutions. Ordinary resolutions are passed by a simple majority: if more than
half of the votes that are cast are in favour, the resolution passes. (Special
resolutions require approval of at least two-thirds of the votes cast. NO
SPECIAL RESOLUTIONS ARE CONTEMPLATED AT THE MEETING.) Directors who receive the
highest vote totals will be elected as directors. Cumulative voting in the
election of directors is not permitted. All other matters must be approved by a
majority of the votes cast by shareowners that are present or represented and
entitled to vote at the meeting. Abstentions (including abstentions by brokers)
are counted as present and entitled to vote for purposes of establishing a
quorum, but they are not counted as votes for or against any proposal.

PLEASE COMPLETE YOUR PROXY

Our management, with the support of the board of directors, requests that
you fill out your proxy to ensure your votes are cast at the meeting. THIS
SOLICITATION OF YOUR PROXY (YOUR VOTE) IS MADE ON BEHALF OF MANAGEMENT. We will
pay the cost of proxy solicitation, which primarily will be by mail. Proxies
also may be solicited by telephone, in writing or in person by our employees or
our transfer agent.

PROCEDURE FOR CONSIDERING SHAREOWNERS PROPOSALS

If you want to propose any matter for a vote by shareowners at our 2006
annual meeting, you must send your proposal to our Secretary. In order for your
proposal to be considered for inclusion in the 2006 proxy circular and proxy, it
must be received by our Secretary by no later than December 23, 2005 at Cott
Corporation, 207 Queen's Quay West, Suite 340, Toronto, Ontario, Canada M5J 1A7.

PRINCIPAL SHAREOWNERS

We are not aware of any person who, as of February 28, 2005, beneficially
owned or exercised control or direction over more than 5% of our common shares
except as set forth below:

McLean Budden Limited (1) Beneficial ownership 6,151,600 8.6%
145 King Street West
Suite 2525
Toronto, Ontario
Canada M5H 1J8
--------------------------------------------------------------------------------------------------
T. Rowe Price Associates, Inc.(2) Beneficial ownership 5,227,460 7.3%
100 E. Pratt Street
Baltimore, Maryland 21202
--------------------------------------------------------------------------------------------------
Franklin Resources, Inc.(3) Beneficial ownership 3,973,500 5.6%
One Franklin Parkway
San Mateo, California 94403
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

(1) Based on information provided on a Schedule 13G filed February 16, 2005
with the Securities and Exchange Commission. The Schedule 13G provides that
it was filed by McLean Budden Limited on behalf of itself and its
institutional client, Canadian Equity Growth Fund. The filing reports sole
voting power as to 5,262,300 shares and sole dispositive power with respect
to 6,151,600 shares.

(2) Based on information provided on an amended Schedule 13G filed February 14,
2005 with the Securities and Exchange Commission. These securities are
owned by various individual and institutional investors which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

(3) Franklin Resources, Inc. ("FRI") reported in a Schedule 13G filed on
February 14, 2005 with the Securities and Exchange Commission that, as of
December 31, 2004, these shares are beneficially owned by one or more
investment companies or other managed accounts that are advised by direct
and indirect investment advisory subsidiaries of FRI. FRI reported that the
advisory contracts grant to the applicable investment advisory subsidiaries
all investment and/or voting power over the securities owned by their
investment advisory clients. Accordingly, these subsidiaries may be deemed
to be the beneficial owner of these shares. FRI also reported that Charles
B. Johnson and Rupert H. Johnson Jr. (the "FRI Principal Shareholders")
each own in excess of 10% of the outstanding common stock of FRI and are
the principal shareholders of FRI, and therefore may be deemed to be the
beneficial owners of securities held by persons and entities advised by FRI
subsidiaries. FRI reported that Franklin Templeton Investments Corp., an
investment advisory subsidiary, holds sole voting power as to 2,086,375
shares and sole dispositive power with respect to 3,973,500 shares. FRI,
the FRI Principal Shareholders and the investment advisory subsidiaries
disclaim any economic interest or beneficial ownership in the shares and
are of the view that they are not acting as a "group" for purposes of
Section 13(d) under the Securities Exchange Act of 1934. The address of
Franklin Templeton Investments Corp. is 1 Adelaide Street East, Suite 2101,
Toronto, Ontario, Canada M5C 3B8. The address of each of the FRI Principal
Shareholders is One Franklin Parkway, San Mateo, CA 94403.

FINANCIAL STATEMENTS

At the meeting, we will submit Cott's annual consolidated financial
statements for the year ended January 1, 2005, and the related report of the
auditors, to you. No vote will be taken regarding the financial statements.

ELECTION OF DIRECTORS

The Corporate Governance Committee of the board reviews annually the
qualification of persons proposed for election to the board and submits its
recommendations to the board for consideration. In the opinion of the Corporate
Governance Committee and the board, each of the eleven nominees for election as
a director is well qualified to act as a director of Cott and, together, the
nominees bring the mix of independence, expertise and experience necessary for
the board and its committees to function effectively. Our approach to corporate
governance and the roles of the board and its committees are described under
"Corporate Governance".

In 2004, the board of directors held 13 meetings. Each of our current
directors attended in person or by telephone at least 75% of the total number of
meetings of the board of directors and committees on which they served.

Set out below is certain information concerning our nominees for election
as directors of Cott.

COMMITTEE
NOMINEE MEMBERSHIP
--------------------------------------------------------------------------------------

COLIN J. ADAIR, 62, of Westmount, Quebec, Canada, has Corporate Governance
served on the board since 1986. Mr. Adair is first vice Committee
president at CIBC World Markets Inc. Prior to January 2002,
Mr. Adair was a director with Merrill Lynch Canada, Inc.
--------------------------------------------------------------------------------------
W. JOHN BENNETT, 59, of Westmount, Quebec, Canada, has Audit Committee
served on the board since 1998. In the past five years, Mr.
Bennett has been chairman and chief executive officer of
Benvest Capital Inc. (merchant bank). Mr. Bennett is also a
director of Benvest Capital Inc.
--------------------------------------------------------------------------------------
SERGE GOUIN, 61, of Outremont, Quebec, Canada, has served Corporate Governance
on the board since 1986 and is the lead independent Committee
director. Mr. Gouin is president and chief executive Human Resources and
officer of Quebecor Media Inc. (broadcasting and publishing Compensation Committee
conglomerate). In the past 5 years, Mr. Gouin was also vice
chairman, Salomon Smith Barney Canada, Inc. until 2003 and
advisory director of Citigroup Global Markets Canada Inc.
(financial services company) from 2003 to 2004. Mr. Gouin
is also a director of Cossette Communication Group Inc.
(advertising agency), Onex Corporation (conglomerate), TVA
Group Inc. (broadcast communications company) and Quebecor
Media Inc.
--------------------------------------------------------------------------------------
STEPHEN H. HALPERIN, 55, of Toronto, Ontario, Canada, has --
served on the board since 1992. In the past five years, Mr.
Halperin has been a partner at Goodmans LLP (law firm) and
a member of that firm's executive committee. Mr. Halperin
is a trustee of KCP Income Fund (private label household
chemical manufacturing). Mr. Halperin was a director of AT
& T Canada Inc. (now known as Allstream Inc.) when it filed
for bankruptcy protection in Canada and the United States
in late 2002. That company emerged from bankruptcy
protection in early 2003, at which point Mr. Halperin
ceased to be one of its directors. Mr. Halperin is the
brother of Mark Halperin, Cott's Senior Vice-President,
General Counsel and Secretary.
--------------------------------------------------------------------------------------
BETTY JANE HESS, 56, of Hingham, Massachusetts, U.S.A., has Human Resources and
served on the board since July 2004. Prior to her Compensation Committee
retirement in mid-2004, Ms. Hess was (and had been for the
prior five years) Senior Vice President, Office of the
President, of Arrow Electronics, Inc. (electronics
distributor).
--------------------------------------------------------------------------------------
PHILIP B. LIVINGSTON, 47, of Basking Ridge, New Jersey, Audit Committee
U.S.A., has served on the board since 2003. Mr. Livingston Corporate Governance
has been the vice chairman of Approva Corporation since Committee
2005. Prior thereto and from 2003 he had been chief
financial officer and a member of the board of World
Wrestling Entertainment, Inc. Prior to 2003, he served as
president and chief executive officer of Financial
Executives International, a membership organization for
chief financial officers, controllers and treasurers, a
position that he held from 1999 to 2003. Mr. Livingston is
also a director of Insurance Auto Auction, Inc. (supplier
of automotive salvage services on behalf of insurance
companies).
--------------------------------------------------------------------------------------
CHRISTINE A. MAGEE, 45, of Oakville, Ontario, Canada, has Human Resources and
served on the board since 2002. Ms. Magee is president of Compensation Committee
Sleep Country Canada Inc. (mattress retailer), a position
that she held for over the past five years. Ms. Magee is
also a trustee of Sleep Country Canada Income Fund.
--------------------------------------------------------------------------------------

COMMITTEE
NOMINEE MEMBERSHIP
--------------------------------------------------------------------------------------

ANDREW PROZES, 59, of Greenwich, Connecticut, U.S.A., has Audit Committee
served on the board since January 28, 2005. Mr. Prozes is,
and has been for the past 5 years, chief executive officer
of LexisNexis Group (provider of legal, news and business
information). Prior to July, 2000 Mr. Prozes was chief
operating officer and executive vice president, West Group,
Thomson Corp. Mr. Prozes serves on the Board of Directors
of Reed Elsevier plc and Reed Elsevier NV (publisher and
information provider).
--------------------------------------------------------------------------------------
JOHN K. SHEPPARD, 47, of Tampa, Florida, U.S.A., has served --
on the board since 2003. Mr. Sheppard is our president and
chief executive officer. Prior to September 2004, Mr.
Sheppard was our president and chief operating officer and
prior to July 2003 was our executive vice president and
president of our US operations. Prior to January 2002, Mr.
Sheppard was president and chief executive officer of
Service Central Technologies, Inc. (a supply chain software
developer) and prior to February 2000 he was vice
president, president of NW European division and vice
president, president of Central European division of the
Coca-Cola Company.(1)
--------------------------------------------------------------------------------------
DONALD G. WATT, 69, of King Township, Ontario, Canada, has --
served on the board since 1992. Mr. Watt is the chairman
and chief executive officer of DW + Partners Inc. (design
merchant bank). In the past five years, Mr. Watt held the
position of chairman of Watt International Inc. (marketing
and design company). Mr. Watt is a director of Aastra
Telecom, Inc. (telecommunications manufacturer) and Forzani
Group, Inc. (sporting goods retailer).
--------------------------------------------------------------------------------------
FRANK E. WEISE III, 60, of Vero Beach, Florida, U.S.A., has --
served on the board since June 1998 and has been chairman
of the board since January 2002. Mr. Weise served as
president of Cott from June 1998 to July 2003, and chief
executive officer of Cott from June 1998 to August 2004(2).
Mr. Weise is an operating partner and managing director of
J.W. Childs Associates, L.P. (a private equity investment
firm).
--------------------------------------------------------------------------------------

(1) Under an agreement entered into on March 11, 2004, we have agreed to submit
the name of John Sheppard for election to the board of directors at each
annual meeting during the term of that agreement.

(2) Under an agreement entered into on April 28, 2004, we have agreed to submit
the name of Frank Weise for election to the board of directors at each
annual meeting and to recommend his continued appointment as chairman of
our board, as described under "Compensation of Directors".

It is intended that each director will hold office until the close of
business of the 2006 annual meeting or until they cease to hold office.

Unless otherwise instructed, the persons named in the accompanying form of
proxy intend to vote FOR the election to the board of directors of the eleven
nominees who are identified above. Management does not contemplate that any of
the nominees will be unable to serve as a director. If, for any reason at the
time of the meeting, any of the nominees is unable to serve, and unless
otherwise instructed, the persons named in the accompanying form of proxy will
vote at their discretion for a substitute nominee or nominees.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

SECURITY OWNERSHIP

The following table and the notes that follow show the number of our common
shares beneficially owned as of February 28, 2005 by each of our directors and
the individuals named in the Summary Compensation Table, as well as by the
directors and executive officers as a group.

------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
COMMON SHARES
BENEFICIALLY OWNED, COMMON SHARES
NAME CONTROLLED OR DIRECTED(1) PERCENTAGE OF CLASS
------------------------------------------------------------------------------------------------------------

Colin J. Adair 36,019(2) 0.05%
------------------------------------------------------------------------------------------------------------
W. John Bennett 35,000(3) 0.05%
------------------------------------------------------------------------------------------------------------
Serge Gouin 242,318(4) 0.34%
------------------------------------------------------------------------------------------------------------
Stephen H. Halperin(5) 42,500(6) 0.06%
------------------------------------------------------------------------------------------------------------
Betty Jane Hess 27,500(7) 0.04%
------------------------------------------------------------------------------------------------------------
Philip B. Livingston 30,345(8) 0.04%
------------------------------------------------------------------------------------------------------------
Christine A. Magee 26,248(9) 0.04%
------------------------------------------------------------------------------------------------------------
Andrew Prozes 25,000(10) 0.03%
------------------------------------------------------------------------------------------------------------
John K. Sheppard 370,946(11) 0.52%
------------------------------------------------------------------------------------------------------------
Donald G. Watt 6,248(12) 0.01%
------------------------------------------------------------------------------------------------------------
Frank E. Weise III 626,004(13) 0.87%
------------------------------------------------------------------------------------------------------------
Mark Benadiba 78,375(14) 0.11%
------------------------------------------------------------------------------------------------------------
Raymond Silcock 217,214(15) 0.30%
------------------------------------------------------------------------------------------------------------
Mark Halperin 116,584(16) 0.16%
------------------------------------------------------------------------------------------------------------
Colin Walker 149,059(17) 0.21%
------------------------------------------------------------------------------------------------------------
Directors and executive officers as a group
(consisting of 22 persons, including those named
above) 2,238,676(18) 3.12%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------

(1) Each director and officer has provided the information on shares
beneficially owned, controlled or directed.

(2) Includes 35,000 common shares subject to stock options that vest on or
before April 29, 2005.

(3) Includes 25,000 common shares subject to stock options that vest on or
before April 29, 2005.

(4) Includes 60,000 common shares subject to stock options that vest on or
before April 29, 2005.

(5) Mr. Halperin is also one of three trustees of the Nancy Pencer Spouse
Trust, which has indirect control over 60,170 common shares through
holdings of various private corporations. Mr. Halperin disclaims any
beneficial ownership of such shares.

(6) Includes 10,000 common shares subject to stock options that vest on or
before April 29, 2005.

(7) Includes 25,000 common shares subject to stock options that vest on or
before April 29, 2005.

(8) Includes 25,000 common shares subject to stock options that vest on or
before April 29, 2005.

(9) Includes 25,000 common shares subject to stock options that vest on or
before April 29, 2005.

(10) Includes 25,000 common shares subject to stock options that vest on our
before April 29, 2005.

(11) Includes 345,000 common shares subject to stock options that vest on or
before April 29, 2005.

(12) Includes 5,000 common shares subject to stock options that vest on or
before April 29, 2005.

(13) Includes 525,000 common shares subject to stock options that vest on or
before April 29, 2005.

(14) Includes 54,000 common shares subject to stock options that vest on or
before April 29, 2005.

(15) Includes 129,000 common shares subject to stock options that vest on or
before April 29, 2005.

(16) Includes 78,000 common shares subject to stock options that vest on or
before April 29, 2005.

(17) Includes 111,000 common shares subject to stock options that vest on or
before April 29, 2005.

(18) Includes 1,600,850 common shares subject to stock options that vest on or
before April 29, 2005.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers and beneficial owners of more than 10%
of our common shares, as well as certain affiliates of those persons, must file
reports with the Securities and Exchange Commission showing the number of common
shares they beneficially own and any changes in their beneficial ownership.

Based on our review of these reports, and written representations, if any,
of our directors and executive officers and beneficial owners of more than 10%
of our common shares, as well as certain affiliates of those persons, we believe
that all required reports were filed in 2004 in a timely manner except that a
report of two trades made by Mark Benadiba on February 26, 2004 and February 27,
2004 was not filed until March 2, 2004.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Seven of the nominees for director, Colin J. Adair, W. John Bennett, Serge
Gouin, Betty Jane Hess, Philip B. Livingston, Christine A. Magee and Andrew
Prozes are unrelated and outside directors whom the board has determined are
independent within the meaning of the rules of the New York Stock Exchange. An
"unrelated director" is a person who is independent of management and is free
from any interest or any business or other relationship, other than interests
and relationships arising from owning our shares, which could, or could
reasonably be perceived to, materially interfere with his or her ability to act
with a view to our best interests. A director is "independent" in accordance
with the rules of the New York Stock Exchange if the board affirmatively
determines that such director has no material relationship with us (either
directly or as a partner, shareowner or officer of an organization that has a
relationship with us).

Mr. Adair has business relationships with certain members of management
through his position as an investment advisor at CIBC World Markets Inc. The
board has determined that Mr. Adair is an unrelated, independent director on the
basis that such relationships are not sufficiently significant to Mr. Adair's
role with CIBC World Markets Inc. (and account for well below 2% of the gross
revenues test in the rules of the New York Stock Exchange) to affect his ability
to act with a view to our best interests and were not material to us, Mr. Adair
or CIBC World Markets Inc.

Donald G. Watt is an unrelated and outside director. Prior to June 2003,
Mr. Watt was Chairman of Watt International Inc. ("WII"), which has a purchase
and restricted services agreement with us with an approximate remaining term of
four years. Under the terms of that agreement, WII provides us with packaging
and collateral material and store design services. We have agreed that we will
not, subject to certain exceptions, engage another party to provide the services
described in the purchase and restricted services agreement in Canada, the U.S.
and Mexico during the ten-year period ending June 1, 2009. We may, however,
perform the services under the purchase and restricted services agreement using
our own employees. During the last fiscal year, we paid WII $203,796 under that
agreement. In 2002, we paid Deuteronomy Inc. (of which Mr. Watt is the sole
shareowner) C$208,333 for consulting services. Payments to Deuteronomy Inc. for
these services ceased in June 2002. As a result of the "look back" provisions of
the rules of the New York Stock Exchange, as of November 4, 2004 Mr. Watt is
currently considered not independent. However, Mr. Watt is eligible to be
considered an independent director under the rules of the New York Stock
Exchange in June 2005. DW + Partners Inc., a company of which Mr. Watt is
chairman and chief executive officer and a significant shareowner, was also
engaged by us in late 2003 and early 2004 for one project for which that company
was paid C$25,000. The board does not consider this arrangement to render Mr.
Watt ineligible to be considered independent in June 2005.

Mr. Weise and Mr. Sheppard are related inside directors, as each is an
employee and officer or past employee or officer. Mr. Halperin is an outside
director but, as the brother of Mark R. Halperin, our senior vice-president,
general counsel and secretary, he may be considered to be a related director.
Mr. Halperin is also a partner of Goodmans LLP, a law firm that provides counsel
to us on a regular basis. None of Messrs. Weise or Sheppard (because of their
past and present executive positions with us) or Halperin (because of his
relationship to one of our executive officers) is an independent director within
the meaning of the rules of the New York Stock Exchange.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides a summary of compensation earned during each
of the last three fiscal years by our chief executive officers, our chief
financial officer and our three other most highly compensated executive officers
(collectively, the "named executive officers").

COMPENSATION -- SUMMARY TABLE

-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION AWARDS
-----------------------------------------
ANNUAL COMPENSATION RESTRICTED
-------------------------------------- SECURITIES SHARES
OTHER ANNUAL UNDER OPTIONS OR RESTRICTED LTIP
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($) BONUS(2)($) COMPENSATION(3) GRANTED(4)(#) SHARE UNITS PAYOUTS
------------------------------------------------------------------------------------------------------------------------

John K. Sheppard 2004 466,667 348,000 29,389 400,000 -- --
President and 2003 388,437 475,000 -- 100,000 -- --
Chief Executive Officer 2002 320,208 325,000 -- 225,000 -- --
----------------------------------------------------------------------------------------------------------------------
Frank E. Weise III(5) 2004 1(6) 328,667 36,424 250,000 -- --
Former President and Chief 2003 425,000 1,049,272 -- -- -- --
Executive Officer 2002 425,000 850,000 -- 200,000 -- --
----------------------------------------------------------------------------------------------------------------------
Mark Benadiba 2004 376,836 93,774 15,343 50,000 -- --
Executive Vice President 2003 336,716 374,609 -- 50,000 -- --
Canada and International 2002 318,345 475,786 -- 60,000 -- --
----------------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 2004 300,001 217,500 24,712 55,000 -- --
Executive Vice President 2003 288,750 453,698 -- 55,000 -- --
and Chief Financial Officer 2002 275,000 544,979 -- 60,000 -- --
----------------------------------------------------------------------------------------------------------------------
Mark R. Halperin 2004 283,323 145,126 14,943 40,000 -- --
Senior Vice President, 2003 261,277 242,698 -- 40,000 -- --
General Counsel & 2002 191,010 254,144 -- 50,000 -- --
Secretary
----------------------------------------------------------------------------------------------------------------------
Colin D. Walker 2004 283,323 145,126 14,943 40,000 -- --
Senior Vice President, 2003 261,277 241,764 -- 30,000 -- --
Corporate Resources 2002 191,010 256,451 -- 50,000 -- --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

------------------------------- ----------------
------------------------------- ----------------

ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(1) COMPENSATION($)
------- ----------------

John K. Sheppard 2004 11,390(7)
President and 2003 427,138(8)
Chief Executive Officer 2002 192,102(9)
-------------------------------------------------------
Frank E. Weise III(5) 2004 10,250(10)
Former President and Chief 2003 684,467(11)
Executive Officer 2002 880,613(12)
-------------------------------------------------------
Mark Benadiba 2004 1,593(13)
Executive Vice President 2003 308,414(14)
Canada and International 2002 84,926(15)
-------------------------------------------------------
Raymond P. Silcock 2004 16,801(16)
Executive Vice President 2003 324,748(17)
and Chief Financial Officer 2002 233,414(18)
-------------------------------------------------------
Mark R. Halperin 2004 13,422(19)
Senior Vice President, 2003 210,175(20)
General Counsel & 2002 148,753(21)
Secretary
-------------------------------------------------------
Colin D. Walker 2004 13,611(22)
Senior Vice President, 2003 211,110(23)
Corporate Resources 2002 146,447(24)
-------------------------------------------------------

(1) In this proxy circular, references to the year 2004 are to the fiscal year
that ended January 1, 2005; to the year 2003 are to the fiscal year that
ended January 3, 2004; and to the year 2002 are to the fiscal year that
ended December 28, 2002.

(2) The bonuses earned in 2004 were paid in 2005. See "Compensation
Principles".

(3) Includes car allowance, premiums for health, dental and disability
insurance paid on behalf of the named executive officers. Mr. Weise's
amount includes benefits for the personal use of corporate transportation
(including the use of an airplane) of $18,027.

(4) Granted pursuant to the 1986 Common Share Option Plan, as amended (the
"Option Plan"). All outstanding unvested options immediately vest upon a
change of control as defined in the Option Plan.

(5) Mr. Weise resigned as Chief Executive Officer on August 31, 2004. Mr. Weise
resigned as President on July 16, 2003.

(6) Mr. Weise's base salary as chief executive officer under his employment
agreement was $425,000 in 2004, however pursuant to an agreement between
Cott and Mr. Weise, Mr. Weise agreed to receive a base salary of $1.00. Mr.
Weise suggested that the board consider establishing a scholarship fund in
his and his wife's name. This scholarship fund was established last year.

(7) Includes $1,140 in income imputed for term life insurance premiums and
$10,250 paid to a defined contribution retirement plan.

(8) Includes $398,525 paid to a trustee to purchase our common shares on behalf
of Mr. Sheppard, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan",
$1,140 in income imputed for term life insurance premiums and $10,000 paid
to a defined contribution retirement plan.

(9) Includes $1,113 in income imputed for term life insurance premiums and
$10,000 paid to a defined contribution retirement plan and a relocation
allowance of $163,755.

(10) Includes $10,250 paid to a defined contribution retirement plan.

(11) Includes $650,728 paid to a trustee to purchase our common shares on behalf
of Mr. Weise, which vest over a three-year period (30%, 30%, and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan"
and $1,140 in income imputed for term life insurance premiums and $10,000
paid to a defined contribution retirement plan.

(12) Includes $850,000 paid to a trustee to purchase our common shares on behalf
of Mr. Weise, which vest over a three-year period (30%, 30%, and 40% per
year) pursuant to the "2002 Executive Incentive Share Compensation Plan"
and $1,140 in income imputed for term life insurance premiums and $10,000
paid to a defined contribution retirement plan.

(13) Includes $1,593 in income imputed for term life insurance premiums.

(14) Includes $293,694 paid to a trustee to purchase our common shares on behalf
of Mr. Benadiba, which vest over a three year period (30%, 30% and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan"
and $1,730 in income imputed for term life insurance premiums.

(15) Includes $71,401 paid to a trustee to purchase our common shares on behalf
of Mr. Benadiba, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2002 Executive Incentive Share Compensation Plan"
and $1,543 in income imputed for term life insurance premiums.

(16) Includes $6,551 in income imputed for term life insurance premiums and
$10,250 paid to a defined contribution retirement plan.

(17) Includes $296,302 paid to a trustee to purchase our common shares on behalf
of Mr. Silcock, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan",
$990 in income imputed for term life insurance premiums and $10,000 paid to
a defined contribution retirement plan.

(18) Includes $205,021 paid to a trustee to purchase our common shares on behalf
of Mr. Silcock, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2002 Executive Incentive Share Compensation Plan",
$942 in income imputed for term life insurance premiums and $10,000 paid to
a defined contribution retirement plan.

(19) Includes $1,404 in income imputed for term life insurance premiums, $6,352
paid to a defined contribution retirement plan and $5,667 paid to a share
purchase plan.

(20) Includes $185,427 paid to a trustee to purchase our common shares on behalf
of Mr. Halperin, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan",
$1,169 in income imputed for term life insurance premiums, $5,530 paid to a
defined contribution retirement plan and $5,226 paid to a share purchase
plan.

(21) Includes $127,875 paid to a trustee to purchase our common shares on behalf
of Mr. Halperin, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2002 Executive Incentive Share Compensation Plan",
$1,158 in income imputed for term life insurance premiums, $4,298 paid to a
defined contribution retirement plan and $3,820 paid to a share purchase
plan.

(22) Includes $1,593 in income imputed for term life insurance premiums, $6,352
paid to a defined contribution retirement plan and $5,667 paid to a share
purchase plan.

(23) Includes $186,361 paid to a trustee to purchase our common shares on behalf
of Mr. Walker, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2003 Executive Incentive Share Compensation Plan",
$1,169 in income imputed for term life insurance premiums, $5,530 paid to a
defined contribution retirement plan and $5,226 paid to a share purchase
plan.

(24) Includes $125,568 paid to a trustee to purchase our common shares on behalf
of Mr. Walker, which vest over a three-year period (30%, 30% and 40% per
year) pursuant to the "2002 Executive Incentive Share Compensation Plan",
$1,158 in income imputed for term life insurance premiums, $4,298 paid to a
defined contribution retirement plan and $3,820 paid to a share purchase
plan.

STOCK OPTION GRANTS

During the fiscal year ended January 1, 2005, options to purchase a total
of 1,538,750 common shares were granted to employees and directors. The
following table provides a summary of grants in 2004 of options to purchase
common shares under the Restated 1986 Common Share Option Plan, as amended, to
each of the named executive officers. The amounts in the columns headed "5%" and
"10%" represent hypothetical gains that could be achieved if the options were to
be exercised at the end of the option term. The gains are based on assumed rates
of stock appreciation of 5% and 10% compounded annually from the dates on which
the respective options were granted to their respective expiration dates. The
dollar amounts in the table below are in Canadian dollars because the exercise
price of the options is in Canadian dollars.

OPTIONS GRANTED IN 2004

MARKET VALUE OF
% OF TOTAL SECURITIES
OPTIONS UNDERLYING
SECURITIES GRANTED TO EXERCISE OR OPTIONS ON THE
UNDER OPTIONS EMPLOYEES IN BASE PRICE DATE OF GRANT EXPIRATION
GRANTED(1)(#) FISCAL YEAR (C$/SECURITY) (C$/SECURITY) DATE
--------------------------------------------------------------------------------------------------------------------

John K. Sheppard 400,000 26% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
Frank E. Weise III 250,000 16% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
Mark Benadiba 50,000 3% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 55,000 4% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
Mark R. Halperin 40,000 3% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
Colin D. Walker 40,000 3% 41.14 41.14 April 27, 2011
--------------------------------------------------------------------------------------------------------------------
TOTAL 835,000 54%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

-------------------------------- ----------------------
-------------------------------- ----------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM(C$)
5%(2) 10%(2)
---------------------------------------------------------

John K. Sheppard 6,699,245 15,612,089
---------------------------------------------------------
Frank E. Weise III 4,187,028 9,757,555
---------------------------------------------------------
Mark Benadiba 837,406 1,951,511
---------------------------------------------------------
Raymond P. Silcock 921,146 2,146,662
---------------------------------------------------------
Mark R. Halperin 669,924 1,561,209
---------------------------------------------------------
Colin D. Walker 669,924 1,561,209
---------------------------------------------------------
TOTAL
---------------------------------------------------------
---------------------------------------------------------

(1) Subject to the terms of the Option Plan, these options, unless otherwise
expressly indicated, have a seven year term and are exercisable (on a
cumulative basis) as to 30% of the optioned shares on or after the first
anniversary of the date of the grant, 30% of the optioned shares on or
after the second anniversary of the date of the grant and 40% of the
optioned shares on or after the third anniversary of the date of the grant.

(2) The 5% and 10% values for Mr. Sheppard converted to US$ as of April 27,
2004 at the rate of $1.3503 would be $4,961,301 and $11,561,941,
respectively. The 5% and 10% values for Mr. Weise converted to US$ as of
April 27, 2004 at the rate of $1.3503 would be $3,100,813 and $7,226,213,
respectively. The 5% and 10% values for Mr. Benadiba converted to US$ as of
April 27, 2004 at the rate of $1.3503 would be $620,163 and $1,445,243,
respectively. The 5% and 10% values for Mr. Silcock converted to US$ as of
April 27, 2004 at the rate of $1.3503 would be $682,179 and $1,589,767,
respectively. The 5% and 10% values for Messrs. Halperin and Walker
converted to US$ as of April 27, 2004 at the rate of $1.3503 would be
$496,130 and $1,156,194, respectively.

OPTIONS EXERCISED

The following table provides a summary of the exercise of options by each
of those named executive officers during the year ended January 1, 2005 and the
number and value of unexercised options on an aggregated basis as at such date.

AGGREGATE OPTION EXERCISES

-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
VALUE OF
UNEXERCISED
UNEXERCISED IN-THE-MONEY
SECURITIES OPTIONS AT OPTIONS AT
ACQUIRED AGGREGATE JANUARY 1, 2005 JANUARY 1, 2005
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED(C$)(1) UNEXERCISABLE(#) UNEXERCISABLE(2)(C$)
-----------------------------------------------------------------------------------------------------------------

John K. Sheppard -- -- 165,000/ 560,000 785,700/0
-----------------------------------------------------------------------------------------------------------------
Frank E. Weise III 300,000 7,662,600 450,000/ 250,000 3,606,000/0
-----------------------------------------------------------------------------------------------------------------
Mark Benadiba 36,000 445,680 39,000/ 109,000 298,320/0
-----------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 50,000 1,825,997 112,500/ 117,500 745,800/0
-----------------------------------------------------------------------------------------------------------------
Mark R. Halperin 80,500 2,682,825 66,000/ 88,000 298,320/0
-----------------------------------------------------------------------------------------------------------------
Colin D. Walker 45,000 1,010,800 99,000/ 81,000 745,800/0
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

(1) The aggregate value realized for securities acquired on exercise by Messrs.
Weise, Benadiba, Silcock, Halperin, and Walker, converted to US$ at the
closing rate on the day of exercise, was $5,634,295, $323,653, $1,328,413,
$1,951,755 and $826,834, respectively.

(2) The value of exercisable options held by Messrs. Sheppard, Weise, Benadiba,
Silcock, Halperin and Walker converted to US$ as of January 1, 2005 at the
rate of $1.2989 would be $604,910, $2,776,259, $229,677, $574,191, $229,677
and $574,191, respectively.

EXECUTIVE OFFICERS

For information with respect to identification of executive officers, see
"Executive Officers of Cott" in Part I of our 2005 Annual Report on Form 10-K
filed pursuant to the Securities Exchange Act of 1934 and with all applicable
Canadian securities authorities.

EMPLOYMENT AGREEMENTS

John K. Sheppard, Mark Benadiba, Raymond P. Silcock, Mark R. Halperin and
Colin D. Walker have individual contracts of employment for an unspecified term,
which provide for annual base salaries at rates not less than the amounts
reported in the Summary Compensation Table for 2004. Each of these agreements
provides for:

- the payment of bonuses consistent with market and industry standards
from time to time and which are based upon the achievement of agreed
upon criteria established from time to time by the Human Resources and
Compensation Committee, and

- customary allowances and perquisites.

Each of the named executive officers participates in both short-term and
long-term incentive programs that we provide. The level of participation is
determined by our Human Resources and Compensation Committee and varies by named
executive officer.

If we terminate Mr. Sheppard's employment for any reason other than for
just cause, disability or death or if Mr. Sheppard terminates his employment for
good reason (which includes a reduction in salary or benefits, a relocation

of his principal place of business in certain instances, or a material
diminution in his duties), he will receive a severance payment equal to the
aggregate of:

- 24 months of base salary and base bonus,

- a pro rated bonus for the year in which the termination occurs, and

- the amount contributed to the executive investment share purchase plan
on his behalf for the year immediately preceding the termination, and

subject to the terms of our benefit plans in existence from time to time we will
continue all group insurance benefits for a period of up to 24 months following
the termination date (unless he finds alternate employment that provides
comparable benefits). In addition, if Mr. Sheppard's employment is terminated
for any reason (other than just cause or his voluntary resignation other than
for good reason prior to his 55th birthday), beginning on the later of the date
of the termination or Mr. Sheppard's 55th birthday, Mr. Sheppard and his spouse
(as long as either of them live) and his daughter (until her 21st birthday) will
be entitled to health insurance benefits (medical, dental, and vision care,
including prescriptions) to the level provided for in Mr. Sheppard's employment
agreement.

If, following a change of control, Mr. Sheppard's employment is (i)
terminated by us other than for just cause, or is deemed terminated, or (ii) Mr.
Sheppard terminates his employment for good reason, he shall be entitled to
receive a payment equal to:

- 36 months of his base salary,

- 36 months of bonuses, based on the average of the bonuses paid to him
over the prior two years (or for any termination of employment prior to
January 1, 2006, based upon certain target bonus amounts), and

- 36 months of past contributions to the executive investment share
purchase plan made on Mr. Sheppard's behalf (such contributions to be
calculated, for any termination of employment prior to January 1, 2006
as $600,000 per year and for any termination thereafter as the average
contributions to such plan made on Mr. Sheppard's behalf for the prior
two years).

In addition, Mr. Sheppard shall be entitled to a continuation of his
benefits, as discussed above. All unvested options and other amounts, benefits
or entitlements under Mr. Sheppard's employment agreement vest immediately upon
a change of control.

A "change of control" means any person or group of persons acquiring more
than 50% of our outstanding voting shares, a sale by us of all or substantially
all of our undertakings and assets or the voluntary liquidation, dissolution or
winding-up of Cott.

If we terminate Mr. Benadiba's employment without cause, other than by
reason of his death prior to July 6, 2006 (the "window period"), he is entitled
to receive the aggregate of:

- two times his base salary paid to him plus two times the cash value of
benefits and perquisites during the most recently completed 12 months,
and

- two times the greater of:

- his target base bonus at the date of termination or deemed
termination, and

- C$500,000.

If Mr. Benadiba voluntarily terminates his employment prior to the end of
the window period (other than in the case of a deemed termination), he is
entitled to the aggregate of:

- his base salary paid to him plus the cash value of benefits and
perquisites during the most recently completed 12 months, and

- the greater of:

- his target base bonus at the date of termination or deemed
termination, and

- C$500,000.

If we terminate Mr. Silcock's employment for any reason other than just
cause, he will receive a severance payment equal to 24 months' base salary,
bonus, car allowance and benefits, excluding short and long term disability and
out of country benefits.

If we terminate Mr. Halperin's employment for any reason other than just
cause, he will receive a severance payment equal to 24 months' base salary,
bonus, car allowance and benefits, excluding short and long term disability and
out of country benefits.

If we terminate Mr. Walker's employment for any reason other than just
cause, he will receive a severance payment equal to 24 months' base salary,
bonus, car allowance and benefits, excluding short and long term disability and
out of country benefits.

Messrs. Sheppard, Silcock, Halperin and Walker have each agreed to a
restrictive covenant which generally limits their ability to compete with us in
Canada, the United States and the United Kingdom (or in the case of Mr. Sheppard
in any countries in which we conduct business) during the term of their
employment and for a period of 24 months following the termination of their
employment (regardless of the cause of the termination).

As stated earlier, Mr. Weise resigned as our chief executive officer on
August 31, 2004. Pursuant to an employment agreement with Mr. Weise that was
effective while he was our chief executive officer, we are responsible for the
cost of health insurance benefits (medical, dental, and vision care, including
prescriptions) for Mr. Weise and his spouse, for as long as either of them shall
live, equal to the greater of health insurance benefits provided from time to
time to our chief executive officer (or other highest paid officer if there is
no chief executive officer) and the health insurance benefits received by Mr.
Weise immediately prior to the termination of his employment.

REPORT ON EXECUTIVE COMPENSATION

HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee is responsible for
reviewing, developing and recommending to the board the appropriate management
compensation policies, programs and levels. The committee develops performance
objectives in conjunction with the chief executive officer and assesses the
performance of the chief executive officer and reviews the performance of the
other senior executive officers at least annually in relation to these
objectives.

The committee is ultimately responsible for determining the level and
nature of Cott's executive compensation. The committee has access, at Cott's
expense, to independent, outside compensation consultants for both advice and
competitive data for the purpose of making such determinations. The committee
believes that the compensation policies and programs as outlined below ensure
that levels of executive compensation truly reflect Cott's performance, thereby
serving the best interests of Cott's shareowners.

COMPENSATION PRINCIPLES

Cott is committed to the philosophy of partnership and to sharing the
benefits of success with those who help Cott grow. Cott's strength and ability
to sustain growth is based on an organization that perceives people as its
single most important asset. The committee's goal is to provide sufficient
compensation opportunities for executives in order to attract, retain and
motivate the best possible management team to lead Cott in the achievement of
both its short and long-term performance goals. The committee believes that
compensation significantly based on performance is more likely to enhance Cott's
financial success, which leads to the improvement of shareowner value. With
these goals in mind, Cott has adopted an annual bonus plan, an employee share
option plan, an employee share purchase savings plan and an executive investment
share purchase plan to:

- increase the risk/reward ratio of Cott's executive compensation program,

- focus management on long-term strategic issues, and

- align management's interests with those of Cott's shareowners in the
sustained growth of shareowner value.

COMPENSATION ELEMENTS AND DETERMINATION PROCESS

Compensation for executive officers, including the chief executive officer,
consists of a base salary, opportunities for bonus cash compensation, and
long-term compensation in the form of stock options, the share purchase savings
plan and the executive investment share purchase plan. As set out under
"Employment Agreements" each of the named executive officers has a written
agreement. The committee's role is to determine what adjustments to base salary,
the amount of bonus, performance targets for performance-based compensation, and
the appropriate level and targets for other compensation, if any, would be
appropriate for the executives. The committee negotiated and approved

the arrangement with Mr. Sheppard in connection with his appointment as Chief
Executive Officer effective in September 2004. Management negotiates, and the
committee approves, arrangements with each of Cott's other named executive
officers.

In reviewing and determining executive compensation, the committee examines
each component individually as well as total compensation as a whole. The
committee determines each executive officer's compensation with reference to
relevant industry norms, experience, past performance, level of responsibility
and personal requirements and expectations. The committee reviews salary levels
periodically and may make adjustments, if warranted, after an evaluation of
executive and company performance, salary increase trends in our geographic
marketplace, current salary competitive positioning, and any increase in
responsibilities assumed by the executive. The committee has, from time to time,
considered the advice of independent consultants with respect to compensation
matters. In appropriate circumstances, the committee may augment cash
compensation with the payment of bonuses to more closely align an individual's
overall compensation with his or her performance, or the profitability of the
business unit for which the individual is accountable. The committee may
determine bonuses and levels of other compensation using overall corporate or
business segment performance targets. The committee sets performance objectives
and target levels on an annual basis, and assesses executives against these
targets in determining their overall compensation.

In supporting the philosophy of linking executives and officers and
shareowners, the committee has established certain required minimum holding
levels of Cott's common shares for executives and officers. These levels are to
be met by the later of December 31, 2005 and three years after the executive
became a member of management. All of the named officers currently comply with
these requirements or it is anticipated that they will comply within the
timeline provided. The minimum holding levels that the committee requires are:

Chief Executive Officer 5X
-------------------------------------------------------------------------------
Executive Vice Presidents, Senior Vice Presidents 3X
-------------------------------------------------------------------------------
Other officers and vice presidents of Cott and its
subsidiaries 1 1/2X - 2X
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

LONG-TERM INCENTIVES

The Human Resources and Compensation Committee considers long-term
incentives to be an essential component of executive compensation so that a
proper balance exists between short and long-term considerations and enhancing
shareowner value. There are several components to Cott's long-term incentive
program. The committee considers the level of each executive's participation in
the program by assessing his or her current level of participation and, in light
of that participation, the extent to which further participation will assist in
achieving the goals of the program.

OPTION PLAN

The board of directors and the committee believe that the grant of equity
incentives is one component of an overall compensation plan and is standard and
expected in Cott's industry. The directors and the committee believe that awards
under the plan play an important part in enabling Cott to attract, retain and
motivate employees in the extremely competitive industry in which Cott operates.
To that end, Cott maintains a stock option plan that is administered by the
committee.

ADMINISTRATION

The committee administers the Option Plan and has the power and authority
to construe and interpret the Option Plan and any awards made under the
Option Plan. The committee determines who is eligible to participate in the
Option Plan, the number of common shares for which options are granted, the
date of grant of options and the vesting period for each option. The board
of directors may amend the Option Plan at any time provided that shareowner
and regulatory or stock exchange approval of the amendments, if required,
is received prior to the issuance of options under the amended Option Plan.

OPTION AWARDS

The grant of options and the issuance of shares under the Option Plan are
subject to the following limitations:

- the number of common shares subject to outstanding options may not
exceed 15% of the common shares outstanding on the date of grant of
the option;

- the aggregate number of common shares which may be issued to any one
person pursuant to options granted under the Option Plan and any
other share compensation arrangement shall not exceed 5% of the
aggregate number of common shares outstanding on the date of grant;

- the aggregate number of common shares which may be issued to
directors who are not also officers or employees shall not exceed
0.5% of the aggregate number of common shares outstanding on the date
of the grant;

- the aggregate number of common shares which may be issued, within a
one year period, pursuant to options granted under the Option Plan
and any other share compensation arrangement (A) to insiders, shall
not exceed 10% of the aggregate number of common shares outstanding
on the date of grant, and (B) to any one insider, together with such
insider's associates, shall not exceed 5% of the aggregate number of
common shares outstanding on the date of grant, excluding, in each
case, common shares issued pursuant to share compensation
arrangements over the preceding one year period.

Options to acquire common shares are granted at the closing price on the
Toronto Stock Exchange on the last trading day preceding the date of grant
(other than options granted to U.S. participants who own more than 10% of
our total combined voting power, which are granted at 110% of the Toronto
Stock Exchange closing price). Options are nontransferable and have a term
of not more than ten years. If a participant ceases to be a director,
officer, employee or service provider, all vested unexercised options
awarded to such participant will expire on the earliest of:

- the expiry date of such options;

- 60 days following the date the participant ceases to be a director,
officer, employee or service provider (the "termination date"), or in
the event of the death of a participant, 365 days following the date
of the death of such participant; and

- three years from the date of total and permanent disability or the
retirement of a participant.

All unvested options held by a participant will be forfeited on the date
the participant ceases to be a director, officer, employee or service
provider for reasons other than death, and all unvested options will fully
vest upon the death of a participant. In addition, all unvested options
held by participants will fully vest in the case of:

- a consolidation, merger or amalgamation of Cott with any other
corporation following which Cott's voting shareowners hold less than
50% of the voting shares of the surviving entity;

- a sale of all (or substantially all) of Cott's undertakings and
assets; or

- a proposal made in connection with Cott's liquidation, dissolution,
or winding-up.

If the number of outstanding shares is materially affected as a result of
Cott's merger with another entity, or as a result of a rights offering or a
reclassification, consolidation or subdivision of shares, participants will
be entitled to receive the same consideration paid to the holders of shares
in connection with the amalgamation, merger, rights offering,
reclassification, consolidation or subdivision, as if they had exercised
their options immediately prior to such event. Also, participants will have
the right to exercise all vested and unvested options held by them if a
take-over bid is made with a per-share offer price greater than (or equal
to) their option exercise price, provided the take-over bid permits
tendering by notice of guaranteed delivery. Any such exercise will be
conditioned upon completion of the take-over bid.

At February 28, 2005, there were approximately 173 holders of options under
the Option Plan and approximately 3,236 people (being all of Cott's directors,
officers and employees, as well as certain service providers) were eligible to
participate in the Option Plan. The market value of common shares underlying
options outstanding as of February 28, 2005 was $100,669,488.

EXECUTIVE INVESTMENT SHARE PURCHASE PLAN

Cott has adopted an Executive Investment Share Purchase Plan for the
purpose of retaining and rewarding those of Cott's officers and senior
management employees as are designated by the committee each year and who exceed
certain pre-determined annual performance objectives. This plan replaced the
former Executive Incentive Share Compensation Plan. Under this plan, Cott
contributes an amount, determined by the committee, in cash to an independent
trust. The trust uses the contributed funds to purchase Cott's common shares on
the open market on behalf of participants in the plan who exceed the annual
performance objectives determined by the committee. Once purchased, the trustee
will allocate, when directed by the committee, the number of common shares
acquired on behalf of each participant based upon the amount contributed to the
trust on behalf of each participant for that particular year. Generally, common
shares in the trust will vest over a period of three years in favour of those
participants for whom the amount was originally contributed (30% on the
anniversary of the first day of the fiscal year after the grant for each of the
two years immediately following the year in which common shares were purchased
and 40% on the anniversary of the first day of the fiscal year after the grant
for the third year following the year in which the shares were purchased).

The maximum number of common shares that can be purchased under the plan in
any year is, for the first fiscal year in which the plan was in effect, not more
than 0.5% of the total number of common shares outstanding on the first day of
that fiscal year and, for each subsequent fiscal year, the maximum number of
common shares for the preceding year plus 0.5% of the total number of common
shares outstanding on the first day of the fiscal year.

No shares are issued from treasury but are instead purchased on the open
market so that the plan is not dilutive to shareowners.

Cott has contributed approximately C$577,589 to the plan in respect of 2004
for the benefit of 31 participants in the plan.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Prior to September, 2004, Frank E. Weise III was Cott's chief executive
officer. Mr. Weise's base salary as chief executive officer under his employment
agreement was $425,000 in 2004, however pursuant to an agreement between Cott
and Mr. Weise, Mr. Weise agreed to receive a base salary of $1.00. Mr. Weise
suggested that the board consider establishing a scholarship fund in his and his
wife's name. This scholarship fund was established last year. The cash bonus
paid to Mr. Weise reflects the achievement of the applicable performance targets
for a portion of the year prior to September 2004, as established by the
committee. Mr. Sheppard assumed the position of chief executive officer
effective September 1, 2004. Mr. Sheppard's base salary as chief executive
officer in 2004 was based on an annual salary of $550,000, which began on
September 1, 2004. The cash bonus paid to Mr. Sheppard reflects the achievement
of the applicable performance targets for the full year, as established by the
committee. The committee has targeted Mr. Sheppard's total compensation,
including base salary, bonuses and stock options at a level it believes is
competitive with the amount paid by companies in the beverage industry and other
similar industries.

The committee annually reviews with the chief executive officer his
objectives for the upcoming year. In reviewing such objectives, the committee
determines the structure of the chief executive officer's bonus plan. As part of
its determination of bonus targets, the committee considers Cott's strategic
plan as well as the chief executive officer's personal objectives. The committee
sets targets for the chief executive officer to achieve within the framework of
Cott's bonus plan. Both a target for achievement as well as a "stretch" target
are set. For fiscal 2004, the committee considered what objectives would best
drive Cott's results and shareowner value and in its view earnings per share was
the most effective means of achieving those goals. Accordingly, the committee
determined that the objectives for each of Mr. Weise and Mr. Sheppard as chief
executive officer would be based on Cott's earnings per share.

Submitted by the Human Resources and Compensation Committee.

SERGE GOUIN, CHAIRMAN
BETTY JANE HESS
CHRISTINE A. MAGEE

SHAREOWNER RETURN PERFORMANCE GRAPH

The following graph shows changes over our past five fiscal years in the
value of C$100, assuming reinvestment of dividends, invested in: (1) our common
shares; (2) the Toronto Stock Exchange's S&P/TSX Composite Index; and (3) a peer
group of publicly traded companies in the bottling industry comprised of
Coca-Cola Enterprises Inc., Coca-Cola Bottling Co. Consolidated, National
Beverage Corp., Pepsi Bottling Group and PepsiAmericas. The closing price of
Cott's common shares as of December 31, 2004 on the Toronto Stock Exchange was
C$29.68 and on the New York Stock Exchange was $24.73.

(PERFORMANCE GRAPH)

Cott Common Shares 100 149.35 327.27 360.26 473.12 385.45
--------------------------------------------------------------------------------------------------------------------------
TSX/S&P Composite Index 100 107.41 93.91 82.23 104.20 119.29
--------------------------------------------------------------------------------------------------------------------------
Peer Group 100 126.15 134.20 146.83 149.19 158.83
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------

COMPENSATION OF DIRECTORS

The lead independent director receives an annual retainer of C$100,000. The
other outside directors receive meeting fees in addition to their annual
retainers as set out below, except for Mr. Weise. Pursuant to a letter agreement
between us and Mr. Weise, Mr. Weise receives an annual fee of $250,000 to serve
as the chairman of our board. Under the letter agreement, we have agreed to
submit Mr. Weise for election to the board at each annual meeting of our
shareowners and to recommend to the board and any appropriate committee that he
continue as chairman provided that (1) Mr. Weise is not disqualified by
applicable law from acting as a director, (2) he is not in breach of the letter
agreement, (3) he was elected to the board by the shareowners at the most recent
meeting held for this purpose, and (4) we have not otherwise determined that it
is not in our best interest to make such submissions or recommendations. The
letter agreement will terminate on the earlier of (1) the date on which our
shareowners do not elect Mr. Weise as a director; (ii) our directors (or any
applicable committee) fail to appoint Mr. Weise as chairman of our board; and
(iii) upon receipt of 120 days notice by either us or Mr. Weise that such party
intends to terminate the letter agreement. Mr. Sheppard is a management director
and as such does not receive directors' fees.

U.S. resident directors receive their applicable fees and retainers in the
US dollar amounts found in the table below, while Canadian resident directors
receive their applicable fees and retainers in the Canadian dollar amounts set
forth below.

Director retainer 32,000 20,000
------------------------------------------------------------------------------------
Committee chair retainer 4,000 2,500
------------------------------------------------------------------------------------
Committee membership retainer 3,200 2,000
------------------------------------------------------------------------------------
Board meeting fee (in person) 1,600 1,000
------------------------------------------------------------------------------------
Board meeting fee (by telephone) 800 500
------------------------------------------------------------------------------------
Committee chair meeting fee (in person) 1,600 1,000
------------------------------------------------------------------------------------
Committee meeting fee (in person) 1,200 750
------------------------------------------------------------------------------------
Committee meeting fee (by telephone or in conjunction with
a board of directors meeting) 600(1) 375
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

(1) Chair of the committee receives C$800 (US$500) when attending a committee
meeting conducted by phone or in conjunction with a board of directors
meeting.

Directors are reimbursed for certain business expenses, including their
travel expenses in connection with board and committee meeting attendance.
Directors are required to own personally at least C$50,000 worth of our common
shares, which must be acquired within three years of joining the board or by
December 2006, whichever is later. The shares may be acquired through our Share
Plan for Non-Employee Directors.

Our Share Plan for Non-Employee Directors allows directors who are neither
our employees nor our full-time officers to elect to receive their fees in the
form of our common shares. Fees that would otherwise be payable to directors who
elect to participate in the plan are paid to a third party trustee who uses the
funds to purchase shares on the open market. The trustee allocates the number of
shares attributable to each participant based on the amount of fees contributed
in respect of that participant. A participant may only receive the shares
purchased under the plan (or direct the trustee to sell the shares purchased on
his or her behalf and receive the proceeds from the sale of such shares) upon
ceasing to be a director. No shares are issued from treasury in connection with
this plan and it is not dilutive to shareowners.

EQUITY COMPENSATION PLAN INFORMATION

Set out below is information, as of January 1, 2005, about the only equity
compensation plan under which we may issue our common shares from treasury.

---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
NUMBER OF COMMON
SHARES REMAINING
AVAILABLE FOR FUTURE
NUMBER OF COMMON ISSUANCE UNDER EQUITY
SHARES TO BE ISSUED WEIGHTED-AVERAGE COMPENSATION PLANS
UPON EXERCISE OF EXERCISE PRICE OF (EXCLUDING SECURITIES
OUTSTANDING OPTIONS OUTSTANDING OPTIONS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
---------------------------------------------------------------------------------------------------------

Cott Corporation 1986
Common Share Option Plan,
as amended(1) 4,205,965 C$30.90 1,764,696
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------

(1) As this plan was adopted prior to our initial public offering it was not
approved by shareowners. Subsequent amendments to the plan that required
shareowner approval have been approved by shareowners. The material terms
of the Option Plan are summarized in "Report on Executive Compensation --
Long-Term Incentives -- Option Plan."

DIRECTORS AND OFFICERS INSURANCE

We provide insurance for the benefit of our directors and officers against
certain liabilities that may be incurred by them in their capacity as directors
and officers, as specified in the policy. The current annual policy limit is
$35,000,000. We are reimbursed for amounts paid to indemnify directors and
officers, subject to a deductible of $1,500,000 for securities claims and a
deductible of $500,000 for all other claims. The deductible is our
responsibility. There is no applicable deductible if we are unable to indemnify.
The annual premium, which is currently $847,800, including sales taxes, is paid
by us.

CORPORATE GOVERNANCE

GENERAL

The Toronto Stock Exchange has issued guidelines for effective corporate
governance and requires listed companies annually to disclose their corporate
governance practices. The guidelines address matters such as the composition,
role and independence of corporate boards, their committees and the
effectiveness and education of their members. Our board of directors is
committed to instituting and maintaining corporate governance practices for the
effective and prudent operation of Cott and for enhancing shareowner value. We
believe that our governance practices meet the Toronto Stock Exchange
guidelines.

BOARD AND MANAGEMENT ROLES

The board of directors has explicitly assumed responsibility for the
stewardship of Cott, including:

- the adoption of a strategic planning process,

- the identification of the principal risks for Cott and the
implementation of appropriate risk management systems,

- succession planning and monitoring of senior management,

- ensuring that we have in place a communications policy to enable us to
communicate effectively and in a timely manner with our shareowners,
other stakeholders and the public generally, and

- the integrity of our internal control and management information
systems.

All decisions materially affecting Cott, our business and operations,
including long-term strategic and operational planning, must be approved by the
board prior to implementation. Each year management prepares a statement of
objectives, plans, performance standards and policies. This statement is
submitted to the board of directors for its review and approval prior to
implementation.

To assist in discharging its responsibilities effectively, the board has
established three committees: the Audit Committee, the Corporate Governance
Committee and the Human Resources and Compensation Committee. The roles of the
committees as part of our governance process are outlined below, and their
charters may be viewed on our website at www.cott.com. Each committee has the
authority to retain special legal, accounting or other advisors.

ALLOCATION OF RESPONSIBILITY BETWEEN THE BOARD AND MANAGEMENT

There is no specific mandate for the board. The business and affairs of
Cott are managed by or under the supervision of the board in accordance with all
applicable laws and regulatory requirements. The board is responsible for
providing direction and oversight, approving our strategic direction and
overseeing the performance of our business and management. Management is
responsible for presenting strategic plans to the board for review and approval
and for implementing our strategic direction. The board has approved a job
description for the chief executive officer, which specifically outlines the
responsibilities of this position. One of these responsibilities is to prepare
on behalf of management a written statement of management's objectives, plans,
standards of performance and policies. This report is reviewed and approved
annually by both the Human Resources and Compensation Committee and the entire
board. Additionally, we have established a lead independent director role.

BOARD'S EXPECTATIONS OF MANAGEMENT

The board expects management to pursue the following objectives:

- produce timely, complete and accurate information on our operations and
business and on any other specific matter that may, in management's
opinion, have material consequences for us and our shareowners and other
stakeholders,

- act on a timely basis and make appropriate decisions with regard to our
operations, in accordance with all the relevant requirements and
obligations and in compliance with our policies, with a view to
increasing shareowner value,

- apply a rigorous budget process and closely monitor our financial
performance in terms of the annual budget approved by the board,

- develop and implement a strategic plan in light of trends in the market,
and

- promote high ethical standards and practices in conducting our business.

SHAREOWNER COMMUNICATIONS

We seek to maintain a transparent and accessible exchange of information
with all of our shareowners and other stakeholders with regard to our business
and performance, subject to the requirements of all applicable laws and any
other limitations of a legal or contractual nature. In addition to our timely
and continuous disclosure obligations under applicable law, we regularly
distribute information to our shareowners and the investment community through
conferences, webcasts made available to the public and press releases.
Shareowners are invited to communicate with any of our directors, including the
lead independent director, by sending a letter to the attention of the director,
c/o the Secretary of Cott, 207 Queen's Quay West, Suite 340, Toronto, Ontario
M5J 1A7. The letter should indicate that you are a Cott shareowner. Unless the
letter is primarily commercial in nature or if it relates to an improper or
irrelevant topic, the Secretary or his designee will:

- forward it to the director or directors to whom it is addressed (or, if
it is not directed toward a specific director, to our lead independent
director), or

- attempt to have management respond directly, for example where a
shareowner requests information about Cott or a share-related matter.

All communications not forwarded to the directors will be summarized for
the directors and made available to the directors upon their request.

At each board meeting, a member of management presents a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the directors upon request.

COMPOSITION OF THE BOARD

The Toronto Stock Exchange guidelines recommend that a majority of the
directors be "unrelated". According to these guidelines, an "unrelated" director
is one who is independent of management and free from any interest in any
business or other relationship that could, or could reasonably be perceived to,
materially interfere with his or her ability to act with a view to our best
interests, other than interests and relationships arising from shareholding. The
guidelines also recommend that the board should include a number of directors
who do not have interests in or relationships with either us or any of our
significant shareowners and that fairly reflect the investment in us by
shareowners other than any significant shareowner. The board believes that it is
appropriately constituted to meet the Toronto Stock Exchange guidelines.

Our articles permit a minimum of three and a maximum of 15 directors. There
are eleven nominees for election to the board, a number that the board considers
to be adequate given our size and the nature of our shareowner constituency.

Board members are encouraged to attend each annual meeting of shareowners.
Last year 10 of the then 12 directors attended the annual meeting.

INDEPENDENCE OF THE BOARD

Mr. Weise is the chairman of our board. Mr. Gouin, an unrelated,
independent director, serves as our lead independent director and presides at
meetings of non-management directors.

At all meetings of the board and committees of the board, any outside board
member may request that all members of management, including management
directors, be excused so that any matter may be discussed without any
representative of management being present. The outside directors meet
independently of management as part of each regularly scheduled quarterly
meeting of the board.

The Toronto Stock Exchange guidelines suggest that every board should have
in place appropriate structures and procedures to ensure that it can function
independently of management. Each of the Human Resources and Compensation
Committee, the Corporate Governance Committee and the Audit Committee is
comprised of entirely unrelated, independent directors, which helps the board to
function independent of management. The board oversees the establishment and
function of all committees, the appointment of committee members and their
conduct. The board has considered the independence of each of its members for
purposes of the rules of the New York Stock Exchange. See "Certain Relationships
and Related Transactions".

BOARD COMMITTEES

HUMAN RESOURCES AND COMPENSATION COMMITTEE

Members -- Serge Gouin (Chair), Betty Jane Hess, Christine A. Magee

The board has determined that each member of the committee is an unrelated
outside director who is independent within the meaning of the rules of the New
York Stock Exchange. See "Certain Relationships and Related Transactions". The
committee's mandate includes:

- reviewing, approving and, where appropriate, recommending compensation
levels for our senior officers and directors, including our chief
executive officer,

- reviewing and approving incentive compensation to be allocated to our
employees, including senior officers, and

- reviewing and recommending the remuneration to be paid to members of the
board.

The committee also is responsible for reviewing and reporting annually to
the board of directors on our organizational structure and ensuring that an
appropriate succession plan for the chief executive officer and our senior
officers has been developed. The committee met 7 times in 2004.

CORPORATE GOVERNANCE COMMITTEE

Members -- Colin Adair, Serge Gouin (Chair), Philip B. Livingston

The board has determined that each member of this committee is an unrelated
outside director who is independent within the meaning of the rules of the New
York Stock Exchange. The Corporate Governance Committee is responsible for
developing and monitoring our approach to corporate governance issues in
general. Specifically, the Corporate Governance Committee is responsible for:

- reviewing and recommending changes to the mandates of the board
committees,

- ensuring compliance with the guidelines, rules and requirements that are
applicable to us,

- identifying and recommending the nomination of new members to the board
and its committees and identifying and proposing to the board nominees
for each annual meeting of shareowners (and as such functions as a
nominating committee),

- ensuring that management develops, implements and maintains (a)
appropriate orientation and education programs for directors and (b) a
continuing education policy designed to foster a more extensive
knowledge of the business on the part of the board,

- monitoring and assessing the individual and collective effectiveness of
the board and its committees,

- monitoring the quality of relationship between management and the board
and recommending any areas for improvement,

- reviewing and assessing annually our Corporate Governance Guidelines,
and

- reviewing and, as appropriate, modifying the Code of Business Conduct
and Ethics, and pre-approving any request for a waiver of such Code.

In selecting candidates for the board, the Corporate Governance Committee
applies a number of criteria, including:

- each director should be an individual of the highest character and
integrity,

- each director should have sufficient experience to enable the director
to make a meaningful contribution to the board and to Cott,

- each director should have sufficient time available to devote to our
affairs in order to carry out his or her responsibilities as a director,

- each person who is nominated as an independent director should meet all
of the criteria established for independence under applicable securities
or stock exchange laws, rules or regulations,

- whether the residency of the nominee will impact residency and
qualification requirements under applicable legislation relating to the
composition of the board and its committees, and

- whether the person is being nominated, or is precluded from being
nominated, to fulfill any contractual obligation we may have.

The committee considers suggestions as to nominees for directors from any
source, including any shareowner. Shareowners wishing to suggest a candidate for
a director should write to our Secretary at our executive office and include:

- a statement that the writer is a shareowner and is proposing a candidate
for consideration by the Corporate Governance Committee,

- the name and contact information for the candidate,

- a statement of the candidate's business and educational experience,

- information regarding each of the factors listed above, other than those
in respect of board size and composition, to enable the committee to
evaluate the candidate,

- a statement detailing the relationship between the candidate and us or
any of our customers, suppliers or competitors,

- detailed information about any relationship or understanding between the
writer and the proposed candidate, and

- a statement that the candidate is willing to be considered as a
candidate and willing to serve as a director if nominated and elected.

The Corporate Governance Committee may from time to time engage outside
advisors to assist in identifying and evaluating potential nominees to the
board. In 2004, we engaged an outside advisor to assist in identifying potential
candidates to the board and with the assistance of that advisor the Corporate
Governance Committee recommended Ms. Betty Jane Hess and Mr. Andrew Prozes to
the board. The advisor worked jointly with the Corporate Governance Committee to
identify, interview and check the references for potential candidates. Ms. Hess
joined our board after a successful business career at Arrow Electronics, Inc.
where she rose to the position of Senior Vice President, Worldwide Operations.
Ms. Hess's operational knowledge, in addition to her prior board experience,
will supplement the strengths of our other board members. Mr. Prozes joined our
board in January 2005. He is currently the chief executive officer of LexisNexis
Group. His international experience as well as his experience as an operating
chief executive officer for a multinational company is expected to add
significant value, making him an important resource to our board and management.

The Corporate Governance Committee met 4 times in 2004.

AUDIT COMMITTEE

Members -- W. John Bennett, Philip B. Livingston (Chair), Andrew Prozes

The Audit Committee reports directly to the board. Each member is an
unrelated outside director and has been determined by the board to be
independent within the meaning of the rules of the New York Stock Exchange.

The committee, on behalf of the board, oversees the integrity of our annual
and interim consolidated financial statements, compliance with applicable legal
and regulatory requirements, significant financial reporting issues, the
internal audit function, the annual independent audit of our financial
statements, the independent auditors'

qualifications and independence, the performance of our internal auditors and
independent auditors and is responsible for satisfying itself that we have
implemented appropriate systems of internal controls. The committee reviews the
terms of engagement and proposed overall scope of the annual audit with
management and the independent auditor. See "Auditors -- Audit Committee
Report".

The committee operates pursuant to a written charter that was approved and
adopted by the board on March 7, 2001 and updated in March, 2004. As required by
the New York Stock Exchange rules, the board has determined that each member of
the committee is financially literate and that Mr. Livingston qualifies as an
"audit committee financial expert" within the meaning of the rules of the U.S.
Securities and Exchange Commission. The committee met 8 times in 2004.

AUDITORS

APPOINTMENT OF AUDITORS

At the meeting you will be asked to approve the appointment of
PricewaterhouseCoopers LLP, as our auditors for the next year. A majority of the
votes cast must be in favour of this resolution in order for it to be approved.

PRINCIPAL ACCOUNTANT'S FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services performed by PricewaterhouseCoopers LLP for us for fiscal 2004 and 2003
were as follows:

Audit Fees (including out-of-pocket expenses) $1,835,178 $1,078,633
------------------------------------------------------------------------------------------
Audit-Related Fees 119,000 90,360
------------------------------------------------------------------------------------------
Tax Fees 81,382 175,947
------------------------------------------------------------------------------------------
All Other Fees -- --
------------------------------------------------------------------------------------------
Total $2,035,560 $1,344,940
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

AUDIT FEES

Audit fees are those for services related to the audit of our annual
financial statements for the 2004 and 2003 fiscal years and for the review of
the financial statements included in our Quarterly Reports on Form 10-Q for
those years. For fiscal 2004, audit fees included $0.8 million in fees for audit
services related to our compliance with section 404 of the Sarbanes-Oxley Act
regarding our internal control over financial reporting.

AUDIT-RELATED FEES

Audit-related fees for the 2004 and 2003 fiscal years consisted primarily
of consultation on various matters and translation of financial documents.

TAX FEES

Tax fees in fiscal 2004 and 2003 consisted of tax compliance services and
advice.

PRE-APPROVAL POLICIES AND PROCEDURES

In engaging our independent auditor, the Audit Committee considers the
following guidelines:

- For audit services, the independent auditor is to provide the committee
with an engagement letter during the last quarter of each fiscal year
outlining the scope of the audit services proposed to be performed in
the next fiscal year. If agreed to by the committee, this engagement
letter will be formally accepted by the committee. The independent
auditor is to submit an audit services fee proposal for approval by the
committee.

- For non-audit services, management will periodically submit to the
committee for approval in advance a description of particular non-audit
services that it is recommending be provided by the independent auditor.
Management and the independent auditor will each confirm to the
committee that each proposed non-audit

service is permissible under applicable legal requirements. The committee
must approve permissible non-audit services in order for us to engage the
independent auditor for such services. The committee will be informed
routinely as to the non-audit services actually provided by the
independent auditor pursuant to this process.

- If management proposes that the committee engage the independent auditor
to provide a non-audit service that is not contemplated or approved by
the committee pursuant to the process outlined above, management will
submit the request to the committee. Our management and the independent
auditor will each confirm to the committee that such non-audit service
is permissible under all applicable legal requirements. Management will
also provide an estimate of the cost of such non-audit service. The
committee must approve the engagement for the non-audit service and the
fees for such service prior to our engagement of the independent auditor
for the purposes of providing such non-audit service.

Any amendment or modification to an approved permissible non-audit service
must be approved by the committee or the chair of the committee prior to the
engagement of the auditors to perform the service.

All of our audit related fees and tax fees in 2004 were pre-approved by the
Audit Committee in 2004. The Audit Committee has determined that the provision
of the non-audit services for which these fees were rendered is compatible with
maintaining the independent auditor's independence.

One or more representatives of PricewaterhouseCoopers LLP will be present
at the meeting, will have an opportunity to make a statement as he or she may
desire and will be available to respond to appropriate questions.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management Cott's
audited financial statements and Management's Report on Internal Control over
Financial Reporting.

The committee reviewed with the independent auditor their judgment as to
the quality, not just the acceptability, of Cott's accounting principles and
such other matters as the committee and the auditors are required to discuss
under generally accepted auditing standards, in particular those matters
required to be discussed by Statement of Auditing Standards No. 61,
"Communications with Audit Committees", as amended by Statement of Auditing
Standards No. 90, "Audit Committee Communications". The committee also reviewed
with management and PricewaterhouseCoopers LLP the critical accounting policies
underlying Cott's financial statements and how these policies were applied to
the financial statements.

The audit committee received the written disclosures and the letter from
the auditor required by the Independence Standards Board Standard No. 1. The
committee discussed with the auditors the auditor's independence from Cott and
management, including the matters that are required to be disclosed in writing
by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

Based on the foregoing reviews and discussions, the committee recommended
to the board of directors that the audited financial statements and Management's
Report on Internal Control over Financial Reporting be included in Cott's annual
report on Form 10-K for the year ended January 1, 2005 for filing with the U.S.
Securities and Exchange Commission.

PHILIP LIVINGSTON, CHAIRMAN
W. JOHN BENNETT
ANDREW PROZES

ADDITIONAL INFORMATION

INFORMATION ABOUT COTT

Upon request to the Secretary you may obtain a copy of our annual report on
Form 10-K for the fiscal year ended January 1, 2005, our 2004 audited financial
statements, and additional copies of this document. Copies of these documents
may also be obtained on our website at www.cott.com, on the SEDAR website
maintained by the Canadian securities regulators at www.sedar.com and on the
EDGAR website maintained by the United States Securities and Exchange Commission
at www.sec.gov.

In addition, we have made available on our website our Code of Business
Conduct and Ethics and our Corporate Governance Guidelines, as well as the
charters of each of our Human Resources and Compensation Committee, Corporate
Governance Committee and Audit Committee. Copies of any of these documents are
available in print to any shareowner upon request to the Secretary.

APPROVAL

The board of directors of Cott has approved the contents and sending of
this proxy circular.

/s/ Mark R. Halperin
(Signed) MARK R. HALPERIN
Senior Vice President,
General Counsel & Secretary

March 22, 2005

[COTT LOGO]

COTT CORPORATION

207 Queen's Quay West,
Suite 340
Toronto, Ontario
M5J 1A7 Canada
www.cott.com

[COTT LOGO] [COMPUTERSHARE LOGO]

9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

SECURITY CLASS

HOLDER ACCOUNT NUMBER

FORM OF PROXY - ANNUAL MEETING OF COTT CORPORATION TO BE HELD ON APRIL 21, 2005.

THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.

NOTES TO PROXY

1. EVERY HOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON OF THEIR CHOICE,
WHO NEED NOT BE A HOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING.
IF YOU WISH TO APPOINT A PERSON OTHER THAN THE PERSONS WHOSE NAMES ARE
PRINTED HEREIN, PLEASE INSERT THE NAME OF YOUR CHOSEN PROXYHOLDER IN THE
SPACE PROVIDED (SEE REVERSE).

2. If the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide
documentation evidencing your power to sign this proxy with signing
capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the
proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it
is mailed by Management to the holder.

5. THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM
VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE HOLDER, HOWEVER, IF YOU
DO NOT SPECIFY HOW TO VOTE IN RESPECT OF ANY MATTER, YOUR PROXYHOLDER IS
ENTITLED TO VOTE YOUR SHARES AS HE OR SHE SEES FIT. IF THIS PROXY DOES NOT
SPECIFY HOW TO VOTE ON A MATTER, AND IF YOU HAVE AUTHORIZED A DIRECTOR OR
OFFICER OF COTT CORPORATION TO ACT AS YOUR PROXYHOLDER, THIS PROXY WILL BE
VOTED AS RECOMMENDED BY MANAGEMENT. IN PARTICULAR, IF YOUR PROXY DOES NOT
SPECIFY HOW TO VOTE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN
RESOLUTION NUMBER 1. ELECTION OF DIRECTORS AND FOR THE APPOINTMENT OF THE
AUDITORS SET OUT IN RESOLUTION NUMBER 2. APPOINTMENT OF AUDITORS.

6. This proxy confers discretionary authority in respect of amendments or
variations to matters identified in the Notice of Meeting or other matters
that may properly come before the Meeting and at any continuation of the
Meeting after an adjournment thereof.

Proxies submitted must be received by 4:30 p.m., Eastern Time, on April 20,
2005.

THANK YOU

THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT

APPOINTMENT OF PROXYHOLDER

PRINT THE NAME OF THE PERSON YOU ARE
I/WE BEING SHAREOWNER(S) OF COTT CORPORATION APPOINTING IF THIS PERSON IS SOMEONE
HEREBY APPOINT: Frank E. Weise III, Chairman, or OR OTHER THAN THE CHAIRMAN OR PRESIDENT
failing him, John K. Sheppard, President and CEO AND CEO

as my/our proxyholder with full power of substitution and to vote in accordance
with the following direction (or if no directions have been given, as the
proxyholder sees fit) at the Annual Meeting of shareowners of Cott Corporation
to be held at the Glenn Gould Studio, Canadian Broadcasting Centre, 250 Front
Street West, Toronto, Ontario, Canada, on Thursday, April 21, 2005 at 8:30 a.m.,
Eastern Time, and at any continuation of the Meeting after an adjournment
thereof. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED WITH RESPECT TO ANY
AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND AT ANY CONTINUATION OF THE
MEETING AFTER AN ADJOURNMENT THEREOF. As of March 21, 2005, Management is not
aware of any such amendments, variations or other matters to be presented at the
Meeting.

1. ELECTION OF DIRECTORS The proposed nominees named in the accompanying Proxy
Circular are:

01. Colin J. Adair; 02. W. John Bennett; 03. Serge Gouin; 04. Stephen H.
Halperin; 05. Betty Jane Hess; 06. Philip B. Livingston; 07. Christine A. Magee;
08. Andrew Prozes; 09. John K. Sheppard; 10. Donald G. Watt; 11. Frank E. Weise
III.

FOR all nominees listed above: [ ]
Please specify the
name of the individual(s)
from whom you wish to
FOR all nominees listed above other than: [ ] withhold your vote:

------------------------
WITHHOLD vote for all nominees listed above: [ ]

2. APPOINTMENT OF AUDITORS

Appointment of PricewaterhouseCoopers LLP as Auditors [ ] FOR [ ] WITHHOLD

AUTHORIZED SIGNATURE(s) - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.

Signature(s)

--------------------------------- --------------------------------
Date

FINANCIAL STATEMENTS REQUEST

In accordance with Canadian securities Mark this box if you
regulations, shareowners may elect to would like to receive
receive interim financial statements, [ ] interim financial
if they so request. If you wish to reports by mail.
receive such mailings, please mark
your selection.

If you do not mark the box, or do not return this PROXY, then it will be assumed
you do NOT want to receive interim financial statements.