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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Under Rule 14a-12
COTT CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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COTT CORPORATION
[GRAPHIC OF COTT CAN]
NOTICE OF ANNUAL MEETING
The Annual Meeting of shareowners of Cott Corporation will be held at the
Toronto Stock Exchange, The Exchange Tower, 130 King Street West, Toronto,
Ontario, Canada on Thursday, April 17, 2003 at 8:30 a.m., local time.
The meeting will have the following purposes:
(a) Receive the financial statements of Cott for the fiscal year ended December
28, 2002, and the report of the auditors;
(b) Elect directors;
(c) Appoint auditors; and
(d) Transact other business as may properly be brought before the meeting or
any continuation of the meeting after an adjournment.
The accompanying Proxy Circular provides additional information relating to
matters to be dealt with at the meeting and forms part of this notice.
Shareowners who cannot attend the meeting in person may vote by proxy. The Proxy
Circular describes how to transmit your voting instructions or complete and
return the proxy.
By order of the Board of Directors
[/s/ Mark R. Halperin]
Mark R. Halperin
Senior Vice President,
General Counsel and Secretary
March 5, 2003
COTT CORPORATION
PROXY CIRCULAR
SOLICITATION OF PROXIES; RECORD DATE
Management and the Board of Directors of Cott Corporation ("Cott") are
soliciting your proxy to vote your shares at the 2003 annual meeting of Cott
shareowners, which will be held on April 17, 2003 at the Toronto Stock Exchange,
The Exchange Tower, 130 King Street West, Toronto, Ontario, Canada, at 8:30 a.m.
local time.
Owners of Cott common shares as of record at the close of business on March
7, 2003 will be entitled to vote at the meeting. Shares acquired after that date
carry the right to vote at the meeting if the holder can provide proof of
ownership and has notified the Secretary of Cott in writing at least ten days
before the meeting.
This Proxy Circular and the accompanying Proxy are being mailed to Cott
shareowners on or about March 17, 2003. Proxies are solicited to give all
shareowners of record an opportunity to vote on matters that will be presented
at the annual meeting. The solicitation will be primarily by mail, but may also
be made by telephone, or personal contact by employees of Cott. Cott will pay
solicitation costs.
APPOINTMENT OF PROXIES
The persons named in the Proxy are directors or officers of Cott. You may
appoint a person, other than Cott's directors or officers, to represent you at
the meeting. To do so, insert your appointee's name in the space provided in the
Proxy and strike out the other names, or complete another proper Proxy. In
either case, deliver the Proxy before the meeting or any continuation of the
meeting after an adjournment of the meeting to Computershare Trust Company of
Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, Canada M5J 2Y1 --
Attention: Secretary of Cott Corporation.
REVOCATION OF PROXIES
You can revoke your proxy in any manner permitted by law. This includes
delivering a written statement signed by you (or by an attorney authorized by
you in writing) to Cott Corporation at 207 Queen's Quay West, Suite 340,
Toronto, Ontario, Canada M5J 1A7 -- Attention: Secretary, before the meeting or
giving it to the Chairman of the meeting at the meeting or any continuation of
the meeting after an adjournment of the meeting.
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: (a) there is a proxy contest; (b) the Proxy
contains comments clearly intended for management; or (c) 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.
VOTING PROCEDURES AND MATTERS TO BE VOTED ON
Shares represented by a Proxy will be voted or withheld from voting on
matters that will take place at the annual meeting, in accordance with the
instructions given by the shareowner. IF NO INSTRUCTIONS ARE INDICATED, EACH
SHARE WILL BE VOTED:
(A) FOR THE ELECTION OF THE ELEVEN DIRECTORS LISTED UNDER THE HEADING
"NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS"; AND
(B) FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF COTT.
The person to whom you give your Proxy will decide how to vote on
amendments to the matters of business described above and on any additional
matters that may properly come up for a vote at the meeting. Cott is not aware
of any proposal to bring any additional or different matter to a vote at the
meeting.
NON-REGISTERED SHAREOWNERS
A non-registered shareowner is a shareowner who beneficially owns shares
but the shares are registered in the name of an intermediary, such as a
securities broker, financial institution, trustee, custodian or other nominee
who holds shares on behalf of the shareowner, or in the name of a clearing
agency in which the intermediary is a
participant. Intermediaries have obligations to forward meeting materials to
non-registered shareowners, unless otherwise instructed by the shareowner (and
as required by regulation in some cases, despite such instructions).
Only registered shareowners or their duly appointed proxyholders are
permitted to vote at the annual meeting. A non-registered shareowner should
follow the directions of his, her or its intermediary with respect to the
procedures to be followed in order to permit the non-registered shareowner to
direct the voting of shares beneficially owned by such shareowner. A
non-registered shareowner wishing to attend and vote at the annual meeting must
insert his, her or its own name in the space provided for the appointment of a
proxyholder on the voting instruction form or proxy form provided by the
intermediary and return it in accordance with the intermediary's directions.
COMMON SHARES OUTSTANDING
As of February 28, 2003 there were 68,642,585 common shares outstanding and
entitled to be voted at the meeting. Each common share carries the right to one
vote at the meeting.
QUORUM AND VOTE COUNTING
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 Cott shares entitled to vote.
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,
but they are not counted as votes for or against any proposal.
PROCEDURE FOR CONSIDERING SHAREOWNERS PROPOSALS
If you want to propose any matter for a vote by Cott's shareowners at
Cott's 2004 annual meeting, you must send your proposal to Cott's Secretary. In
order for your proposal to be considered for inclusion in the 2004 Proxy
Circular and Proxy, it must be received by Cott's Secretary by no later than
December 17, 2003 at Cott Corporation, 207 Queen's Quay West, Suite 340,
Toronto, Ontario, Canada M5J 1A7.
GENERAL
All dollar amounts are in United States dollars unless otherwise stated.
All information contained in this document is as of February 28, 2003 unless
otherwise indicated.
PRINCIPAL SHAREOWNERS
Based upon publicly filed and available documents, and to Cott's knowledge,
on February 28, 2003, shareowners who beneficially owned or exercised control or
direction over more than 5% of the outstanding voting shares were:
VOTING SHARES AND PRINCIPAL OWNERS
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NATURE OF OWNERSHIP NUMBER AND PERCENTAGE
NAME AND ADDRESS OR CONTROL CLASS OF SHARES OF CLASS
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Thomas H. Lee and related entities(1)(2) Indirect Control or 21,286,453 Common 31%(3)
75 State Street Beneficial Ownership
26th Floor
Boston, MA
U.S.A. 02109
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(1) Includes: 20,413,688 common shares beneficially owned by THL Equity Advisors
IV, LLC ("Advisors"), for which Mr. Lee serves indirectly as general
director. The number of shares owned by Advisors may be deemed to include
19,349,365 common shares owned in the aggregate by Thomas H. Lee Equity Fund
IV, L.P., Thomas H. Lee Foreign Fund IV, L.P. and Thomas H. Lee Foreign Fund
IV-B, L.P., for which Advisors serves as general partner. Advisors'
beneficial ownership may also be deemed to include 1,064,323 common shares
owned in the aggregate by Paine Webber Capital and PW Partners 1997, L.P.
(together, the "PW Entities"), for which Advisors has sole voting
2
power pursuant to a stockholders agreement between Advisors and the PW
Entities. Addresses for PaineWebber Capital and PW Partners 1997, L.P. are:
c/o PaineWebber Incorporated, Investment Banking Division, 1285 Avenue of
the Americas, New York, New York 10019.
(2) Mr. Lee may be deemed to have indirect beneficial ownership of: (a) 298,552
common shares owned by THL Coinvestors III-A, LLC of which Mr. Lee is the
managing member; (b) 462,843 common shares owned by THL-Coinvestors III-B,
LLC, of which Mr. Lee is the managing member; and (c) 111,370 common shares
owned by Thomas H. Lee Charitable Investment Partnership, of which Mr. Lee
is the general partner.
(3) Pursuant to an agreement (the "Agreement") dated November 3, 1999, between
Cott and Thomas H. Lee Company ("THC"), THC has, on its own behalf and on
behalf of related and affiliated entities (collectively, the "THL
Entities"), agreed to grant to the chairman of the board of Cott a proxy to
vote that number of voting shares of Cott sufficient to ensure that at no
time will the THL Entities have voting rights in respect of more than 35% of
the outstanding voting shares of Cott, calculated on a fully diluted basis.
The Agreement also provides that the THL Entities will not exercise any
options to acquire additional common shares of Cott if, after giving effect
to such exercise, the THL Entities would have the power to vote or hold more
than 35% of the outstanding voting shares of Cott, calculated on a fully
diluted basis.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Eleven directors are to be elected to serve until the close of business of
the 2004 annual meeting or until they cease to hold office. Ten of the nominees
are now directors and have been since the dates indicated below. Cott expects
that each of the nominees will be able to serve as a director. However, if any
nominee becomes unable to serve as a director for any reason prior to the
meeting, the proxyholders reserve the right to vote the shares for another
nominee at their discretion, unless the Proxy specifies that the shares abstain
from voting for all the director nominees.
Colin J. Adair -- 60, Montreal, Quebec
Mr. Adair has been a director of Cott since 1986. In the past five years,
Mr. Adair has held the position of first vice president at CIBC World Markets
Inc. since January, 2002; prior to that date, Mr. Adair held the position of
senior vice president and resident director at Midland Walwyn, Inc., which
merged with Merrill Lynch Canada on September 18, 1998.
W. John Bennett -- 57, Westmount, Quebec
Mr. Bennett has been a director of Cott since 1998. In the past five years,
Mr. Bennett has held the position of chairman and chief executive officer of
Benvest Capital Inc. (merchant bank). Currently, Mr. Bennett is a director of:
Benvest Capital Inc. (merchant bank); and CMN International Inc. (real estate
services company).
C. Hunter Boll -- 47, Winchester, Massachusetts
Mr. Boll has been a director of Cott since 1998. In the past five years,
Mr. Boll has held the position of principal managing director of Thomas H. Lee
Partners, L.P. (securities investment partnership) and its predecessor.
Currently, Mr. Boll is also a director of: Metris Companies, Inc. (credit
services company); Transwestern Communications Company, Inc. (which is the
general partner of a publishing partnership); and United Industries Corporation
(products manufacturing company).
Serge Gouin -- 59, Outremont, Quebec
Mr. Gouin was chairman of the board of directors of Cott from 1998 until
January 2002 and has been a director of Cott since 1986. He is currently Cott's
lead independent director. In the past five years, Mr. Gouin has held the
position of corporate director until January 1998; and vice chairman, Salomon
Smith Barney Canada, Inc. since January 1998. Currently, Mr. Gouin is a director
of: Astral Communications Inc. (broadcasting company); Cossette Communication
Group Inc. (advertising agency); Onex Corporation (conglomerate); TVA Group Inc.
(broadcast communications company); and is the Chairman of the Board of Quebecor
Media Inc. (broadcasting and publishing conglomerate).
Thomas M. Hagerty -- 40, Boston, Massachusetts
Mr. Hagerty has been a director of Cott since 1998. In the past five years,
Mr. Hagerty has held the position of principal managing director of Thomas H.
Lee Partners, L.P. (securities investment partnership) and its predecessor. Mr.
Hagerty also served as interim Chief Financial Officer of Conseco, Inc., a
company which filed for Chapter 11 bankruptcy protection on December 17, 2002,
from July, 2000 until April, 2001. Currently, Mr. Hagerty is also a director of:
ARC Holdings, LLC and ARC IV REIT, Inc. (mobile home park operator); Conseco,
Inc.
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(securities company); Metris Companies, Inc. (credit services company); Syratech
Corporation (consumer goods manufacturer); and MGIC Investment Corporation
(mortgage insurance company).
Stephen H. Halperin -- 53, Toronto, Ontario
Mr. Halperin has been a director of Cott since 1992. In the past five
years, Mr. Halperin has held the position of partner at Goodmans LLP (law firm).
Currently, Mr. Halperin is a director of AT&T Canada Inc. (telecommunications
company) and Headline Media Group Inc. (specialty broadcasting and publishing
company) and a trustee of KCP Income Fund (private label household chemical
manufacturing).
David V. Harkins -- 62, Marblehead, Massachusetts
Mr. Harkins has been a director of Cott since 1998. In the past five years,
Mr. Harkins has held the position of principal managing director of Thomas H.
Lee Partners, L.P. (securities investment partnership) and its predecessor and
since 1999 has served as president of Thomas H. Lee Partners, L.P. Mr. Harkins
also served briefly as the interim Chief Executive Officer of Conseco, Inc. from
April, 2000 until June, 2000. Currently, Mr. Harkins is also a director of:
Conseco, Inc. (securities company); Fisher Scientific International, Inc.
(research products distributor); Metris Companies, Inc. (credit services
company); National Dentex Corporation (dental laboratory operator); Stanley
Furniture Company, Inc.; and Syratech Corporation (consumer goods manufacturer).
Philip B. Livingston -- 45, Basking Ridge, New Jersey
Mr. Livingston is not currently a director. As a nominee for director, he
will only take office if he is elected by the shareowners at the meeting. He is
currently President and Chief Executive Officer of Financial Executives
International, a membership organization for chief financial officers,
controllers and treasurers. He has held this position since 1999. Prior to that,
from 1995 to 1998, he was Senior Vice President and Chief Financial Officer of
Catalina Marketing Corporation (supplier of electronic marketing services).
Currently, Mr. Livingston is also a director of Senesco Technologies, Inc. (a
development stage biotechnology company).
Christine A. Magee -- 43, Toronto, Ontario
Ms. Magee has been a director of Cott since 2002. In the past five years,
Ms. Magee has held the position of president of Sleep Country Canada Inc.
(mattress retailer).
Donald G. Watt -- 67, King Township, Ontario
Mr. Watt has been a director of Cott since 1992. In the past five years,
Mr. Watt has held the position of chairman of Watt International Inc. (and
before that of The Watt Design Group Inc.) (marketing and design company).
Currently, Mr. Watt is a director of: Envoy Communications Inc. (marketing
communications group); Aastra Telecom, Inc. (telecommunications manufacturer);
and Forzani Group, Inc. (sporting goods retailer).
Frank E. Weise III -- 58, Vero Beach, Florida
In January 2002, Mr. Weise was elected chairman of the board of directors.
Mr. Weise has been a director and president and chief executive officer of Cott
since June 1998. Mr. Weise has held the position of senior vice-president of
Campbell Soup Company (food products manufacturer) and president, Bakery and
Confectionery Division, of Campbell Soup Company, until 1997; and chairman of
Confab Inc. (feminine incontinence products manufacturer) until 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Eight of the nominees for director, Messrs. Adair, Bennett, Boll, Gouin,
Hagerty, Harkins and Livingston and Ms. Magee are unrelated and outside
directors. They are neither members of management nor do they possess any
interest, business or other relationship, other than interests and relationships
arising from owning shares of Cott, which could, or could reasonably be
perceived to, materially interfere with their ability to act with a view to
Cott's best interests. Mr. Weise is a related inside director as he is an
employee and officer of Cott. Mr. Halperin is an outside director but, as a
partner in a law firm that provides ongoing legal services to Cott, he may be
considered to be a related director. Mr. Halperin is also the brother of Mark R.
Halperin, senior vice-president, general counsel and secretary of Cott. Mr. Watt
is an outside director but for the reasons set forth below he may be considered
to be a related director.
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Mr. Watt is Chairman of Watt International Inc. ("WII"), which has a
purchase and restricted services agreement with Cott with an approximate
remaining term of six years. Under the terms of that agreement, WII provides
Cott with packaging and collateral material and store design services. Cott has
agreed that it 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.
Cott, however, may perform the services under the purchase and restricted
services agreement using its own employees. During the last fiscal year, Cott
paid WII $267,913 under this agreement.
Mr. Watt and Deuteronomy Inc., of which Mr. Watt is the sole shareholder,
also entered into a services agreement with Cott, which expired on June 1, 2002.
Under that agreement, Deuteronomy Inc. and Mr. Watt provided Cott with
consultation and advice related to market positioning, product development and
packaging, brand relationships in retail product programs and other business
consulting in connection with Cott's U.S. marketing efforts. Cott paid a fee to
Deuteronomy Inc. of C$500,000 per annum, plus expenses and applicable taxes,
subject to reduction for certain personnel costs. During the last fiscal year,
Cott paid Deuteronomy Inc. C$208,333 for its services under that agreement. Cott
believes that both the purchase and restricted services and services agreements
were entered into on an arm's length basis and that the fees paid under these
agreements are customary in the industry.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
In 2002, the board of directors held nine meetings. Each director 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, except for the
following: Mr. Hagerty missed four board of directors meetings, Mr. Harkins
missed three board of directors meetings and two of four Human Resources and
Compensation Committee meetings and Mr. Halperin missed one of two Corporate
Governance Committee meetings.
5
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table and the notes that follow show the number of shares of
Cott's common shares beneficially owned as of February 28, 2003 by each nominee
for director, director, executive officer named in the Summary Compensation
Table and nominees for director, directors and executive officers as a group.
TABLE OF DIRECTORS AND OFFICERS
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COMMON SHARES
BENEFICIALLY OWNED, COMMON SHARES
NAME CONTROLLED OR DIRECTED(1) PERCENTAGE OF CLASS
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COLIN J. ADAIR 53,750(2) 0.08%
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W. JOHN BENNETT 38,750(3) 0.06%
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C. HUNTER BOLL(4) 20,886,531(5) 30.42%
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SERGE GOUIN 275,150(6) 0.40%
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THOMAS M. HAGERTY(4) 20,886,531(5) 30.42%
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STEPHEN H. HALPERIN(7) 57,500(8) 0.08%
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DAVID V. HARKINS(4) 20,886,531(5) 30.42%
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PHILIP B. LIVINGSTON* 0 0%
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CHRISTINE A. MAGEE 25,000(9) 0.04%
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DONALD G. WATT 5,000(10) 0.01%
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FRANK E. WEISE III 1,635,146(11) 2.34%
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MARK BENADIBA 125,154(12) 0.18%
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PAUL RICHARDSON 191,502(13) 0.28%
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RAYMOND SILCOCK 347,121(14) 0.50%
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JOHN K. SHEPPARD 55,749(15) 0.08%
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DIRECTORS AND OFFICERS AS A GROUP (CONSISTING OF 23 24,255,890 34.21%
PERSONS, INCLUDING THOSE NAMED ABOVE)
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(1) Each director and officer has provided the information on shares
beneficially owned, controlled or directed.
(2) Includes the right to acquire 28,750 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the 1986
Common Share Option Plan, as amended (the "Option Plan")
(3) Includes the right to acquire 28,750 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(4) Pursuant to an agreement between Cott and the THL Entities, Cott has agreed
to cause to be nominated for election to the board of directors up to four
nominees of the THL Entities. Messrs. Boll, Hagerty, Halperin and Harkins
are the nominees of the THL Entities.
(5) An aggregate of 20,876,531 common shares are held indirectly by Messrs.
Boll, Hagerty and Harkins, of which 20,413,688 common shares are
beneficially owned by Advisors and 462,843 common shares are owned by
THL-Coinvestors III-B, LLC. The number of shares beneficially owned by
Advisors may be deemed to include 19,349,365 common shares owned in the
aggregate by Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund
IV, L.P. and Thomas H. Lee Foreign Fund IV-B, L.P., for which Advisors
serves as general partner and 1,064,323 common shares owned by the PW
Entities, for which Advisors has sole voting power pursuant to a
stockholders agreement between Advisors and the PW Entities. Each of
Messrs. Boll, Hagerty and Harkins may be deemed to have an indirect
beneficial interest in shares held directly by Thomas H. Lee Equity Fund
IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign Fund
IV-B, L.P. and THL-Coinvestors III-B, LLC. Messrs. Boll, Hagerty and
Harkins disclaim beneficial ownership of such shares and of any other
shares of which Advisors may be deemed to be the beneficial owner, except
to the extent of their pecuniary interest,
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if any, therein. Includes the right to acquire 10,000 common shares of Cott
on or before April 29, 2003 pursuant to the exercise of options granted
under the Option Plan to each of Messrs. Boll, Hagerty and Harkins.
(6) Includes the right to acquire 47,500 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(7) Mr. Halperin is also one of three trustees of the Nancy Pencer Spouse
Trust, which has indirect control over 69,808 common shares through the
Nancy Pencer Spouse Trust's holdings of various private corporations.
(8) Includes the right to acquire 25,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(9) Includes the right to acquire 25,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(10) Includes the right to acquire 5,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(11) Includes the right to acquire 1,289,288 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(12) Includes the right to acquire 68,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(13) Includes the right to acquire 164,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(14) Includes the right to acquire 248,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
(15) Includes the right to acquire 45,000 common shares of Cott on or before
April 29, 2003 pursuant to the exercise of options granted under the Option
Plan.
* Mr. Livingston acquired 5,000 Cott common shares subsequent to February 28,
2003.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Cott's directors and executive officers and beneficial owners of more than
10% of Cott's common shares, as well as certain affiliates of such persons, must
file reports with the Securities and Exchange Commission showing the number of
Cott's common shares they beneficially own and any changes in their beneficial
ownership.
Based on Cott's review of these reports, and written representations, if
any, of the directors, executive officers and beneficial owners of more than 10%
of Cott's common shares, as well as certain affiliates of such persons, Cott
believes that all required reports were filed in 2002 except for the following:
Don Watt inadvertently failed to timely file Forms 4 with respect to
transactions that occurred on June 25, 2001 and June 27, 2002, and three
transactions that took place on October 31, 2002; Douglas Neary inadvertently
failed to timely file a Form 3 to report his ownership in Cott equity securities
and a Form 4 to report an open market purchase of Cott's common stock that
occurred on January 16, 2002; Messrs. Boll, Hagerty and Harkins each
inadvertently failed to timely file a Form 4 to report the conversion of Cott's
Convertible Participating Voting Second Preferred Shares, Series 1 by Thomas H.
Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee
Foreign Fund IV-B, L.P. and THL-Coinvestors III-B, LLC (the "THL Funds") on June
27, 2002; Thomas H. Lee Equity Fund IV, L.P. and THL Equity Advisors IV, LLC
each inadvertently failed to timely file a Form 4 to report the conversion of
Cott's Convertible Participating Voting Second Preferred Shares, Series 1, the
exercise of an option to purchase shares of Cott's common stock and the
acquisition of shares of Cott's common stock in June and July of 2002. Mr. Watt
filed Forms 4 to report his transactions on December 23, 2002; Mr. Neary filed a
Form 3, dated February 28, 2002, to report his ownership of Cott equity
securities and a Form 4, dated February 28, 2002, to report the open market
purchase of Cott common stock that took place in January, 2002; Messrs. Boll,
Hagerty and Harkins each filed a Form 4 on August 12, 2002 to report the
transactions involving the THL Funds referenced above; and Thomas H. Lee Equity
Fund IV, L.P. and THL Equity Advisors IV, LLC each filed a Form 5, dated
February 14, 2003, to report the conversion of Cott's Convertible Participating
Voting Second Preferred Shares, Series 1, the exercise of an option to purchase
shares of Cott's common stock and the acquisition of shares of Cott's common
stock.
7
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation earned for services rendered during each of the three
most recent fiscal years by the Chief Executive Officer and the four other most
highly compensated executive officers (collectively, the "named executive
officers") of Cott and its subsidiaries.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION
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SALARY BONUS(2) OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR(1) ($) ($) COMPENSATION
-----------------------------------------------------------------------------
Frank E. Weise III 2002 425,000 850,000 --
2001 425,000 850,000 --
Chairman, President and 2000 425,000 850,000 --
Chief Executive Officer
-----------------------------------------------------------------------------
Mark Benadiba 2002 318,345 475,786 --
2001 290,808 324,412 --
Executive Vice President, 2000 303,088 319,927 --
Canada & International
-----------------------------------------------------------------------------
Paul R. Richardson 2002 320,000 281,250 --
Executive Vice President, 2001 320,000 281,250 --
Global Procurement & U.K. 2000 320,000 172,500 --
-----------------------------------------------------------------------------
John K. Sheppard 2002 320,208 325,000 --
Executive Vice President, 2001 -- -- --
President U.S. Operations 2000 -- -- --
-----------------------------------------------------------------------------
Raymond P. Silcock 2002 275,000 544,979 --
Executive Vice President and 2001 275,000 325,000 --
Chief Financial Officer 2000 275,000 300,000 --
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
LONG-TERM COMPENSATION AWARDS
---------------------------------------
SECURITIES RESTRICTED
UNDER OPTIONS SHARES OR ALL OTHER
GRANTED(3) RESTRICTED LTIP COMPENSATION
NAME AND PRINCIPAL POSITION (#) SHARE UNITS PAYOUTS ($)
--------------------------------- ------------------------------------------------------
Frank E. Weise III 200,000 -- -- 880,613(4)
500,000 -- -- 876,445(5)
Chairman, President and 200,000 -- -- 877,235(6)
Chief Executive Officer
-----------------------------------------------------------------------------------------
Mark Benadiba 60,000 -- -- 84,926(7)
60,000 -- -- 11,774(8)
Executive Vice President, 50,000 -- -- 282,669(9)
Canada & International
-----------------------------------------------------------------------------------------
Paul R. Richardson 60,000 -- -- 492,755(10)
Executive Vice President, 60,000 -- -- 359,494(11)
Global Procurement & U.K. 40,000 -- -- 197,816(12)
-----------------------------------------------------------------------------------------
John K. Sheppard 225,000 -- -- 192,102(13)
Executive Vice President, -- -- -- --
President U.S. Operations -- -- -- --
-----------------------------------------------------------------------------------------
Raymond P. Silcock 60,000 -- -- 233,414(14)
Executive Vice President and 60,000 -- -- 349,794(15)
Chief Financial Officer 50,000 -- -- 325,800(16)
-----------------------------------------------------------------------------------------
(1) Throughout this proxy circular, references: to the year 2002 are to the
fiscal year that ended December 28, 2002; to the year 2001 are to the
fiscal year that ended December 29, 2001; and to the year 2000 are to the
fiscal year ended December 30, 2000.
(2) The bonuses earned in 2002 were paid in 2003. See "Compensation
Principles".
(3) Granted pursuant to the Option Plan. All outstanding unvested options
immediately vest upon a change of control as defined in the Option Plan.
(4) Includes $850,000 paid to a trustee to purchase common shares of Cott 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" described under "Long Term Incentives", $1,140 in income imputed for
term life insurance premiums and $10,000 paid to a defined contribution
retirement plan.
(5) Includes $850,000 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Weise, which vest over a three-year period (30%, 30% and 40%
per year) pursuant to the "2001 Executive Incentive Share Compensation
Plan" described under "Long Term Incentives", $870 in income imputed for
term life insurance premiums and $8,500 paid to a defined contribution
retirement plan.
(6) Includes $850,000 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Weise, which vest over a three year period (30%, 30% and 40%
per year) pursuant to the "2000 Executive Incentive Share Compensation
Plan" described under "Long Term Incentives", $3,031 in income imputed for
term life insurance premiums and $10,500 paid to a defined contribution
retirement plan.
(7) Includes $71,401 paid to a trustee to purchase common shares of Cott on
behalf 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.
(8) Includes $1,111 in income imputed for term life insurance premiums.
(9) Includes $271,938 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Benadiba, which vest over a three year period (30%, 30% and
40% per year) pursuant to the "2000 Executive Incentive Share Compensation
Plan" and $1,100 in income imputed for term life insurance premiums.
(10) Includes $281,250 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Richardson, which vest over a three year period (30%, 30% and
40% per year) pursuant to the "2002 Executive Incentive Share Compensation
Plan", $1,094 in income imputed for term life insurance premiums, $10,000
paid to a defined contribution retirement plan and $182,943 paid for living
expenses relating to Mr. Richardson's temporary assignment heading the UK
division.
(11) Includes $281,250 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Richardson, which vest over a three year period (30%, 30% and
40% per year) pursuant to the "2001 Executive Incentive Share Compensation
Plan", $835 in income imputed for term life insurance premiums and $8,500
paid to a defined contribution retirement plan and a relocation allowance
of $53,333.
8
(12) Includes $172,500 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Richardson, which vest over a three year period (30%, 30% and
40% per year) pursuant to the "2000 Executive Incentive Share Compensation
Plan", $516 in income imputed for term life insurance premiums and $10,500
paid to a defined contribution retirement plan.
(13) 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.
(14) Includes $205,021 paid to a trustee to purchase common shares of Cott 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.
(15) Includes $325,000 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Silcock, which vest over a three-year period (30%, 30% and
40% per year) pursuant to the "2001 Executive Incentive Share Compensation
Plan", $719 in income imputed for term life insurance premiums and $8,500
paid to a defined contribution retirement plan.
(16) Includes $300,000 paid to a trustee to purchase common shares of Cott on
behalf of Mr. Silcock, which vest over a three-year period (30%, 30% and
40% per year) pursuant to the "2000 Executive Incentive Share Compensation
Plan", $1,000 in income imputed for term life insurance premiums and
$10,500 paid to a defined contribution retirement plan.
During the year ended December 28, 2002, Cott granted options to employees
and directors to purchase a total of 1,476,000 shares. The amounts set forth
below in the columns in the table below entitled "5%" and "10%" represent
hypothetical gains that could be achieved for the respective options to the
named executive officers to whom options were granted, if exercised at the end
of the option term. The gains are based on assumed rates of stock appreciation
of 5% and 10% compounded annually from the dates on which the respective options
were granted to their respective expiration dates. The dollar amounts in the
table below are in Canadian dollars because the exercise price of the options is
in Canadian dollars.
OPTION GRANTS
----------------------------------------------------------------------------
% OF TOTAL
SECURITIES OPTIONS
UNDER OPTIONS GRANTED TO EXERCISE OR
GRANTED(1) EMPLOYEES IN BASE PRICE
(#) FISCAL YEAR (C$/SECURITY)
----------------------------------------------------------------------------
Frank E. Weise III 200,000(2) 14% 27.90
----------------------------------------------------------------------------
Mark Benadiba 60,000 4% 31.77
----------------------------------------------------------------------------
Paul R. Richardson 60,000 4% 31.77
----------------------------------------------------------------------------
Raymond P. Silcock 60,000 4% 31.77
----------------------------------------------------------------------------
John K. Sheppard 150,000 23.99
75,000 15% 23.60
----------------------------------------------------------------------------
TOTAL 605,000 41%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
MARKET VALUE OF VALUE AT ASSUMED
SECURITIES ANNUAL RATES OF STOCK
UNDERLYING PRICE APPRECIATION
OPTIONS ON THE TERM FOR OPTIONS
DATE OF GRANT EXPIRATION (C$)
(C$/SECURITY) DATE 5%(3) 10%(3)
----------------------------------------------------------------------------------------
Frank E. Weise III 27.90 December 10, 2009 2,271,620 5,293,841
----------------------------------------------------------------------------------------
Mark Benadiba 31.77 May 1, 2009 776,015 1,808,445
----------------------------------------------------------------------------------------
Paul R. Richardson 31.77 May 1, 2009 776,015 1,808,445
----------------------------------------------------------------------------------------
Raymond P. Silcock 31.77 May 1, 2009 776,015 1,808,445
----------------------------------------------------------------------------
John K. Sheppard 23.99 January 14, 2009 1,464,951 3,413,958
23.60 July 18, 2009 720,568 1,679,229
----------------------------------------------------------------------------------------
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) Subject to the terms of the Option Plan, these options granted to Mr. Weise
have a seven year term and are exercisable, on a cumulative basis, as
follows: 11,110 common shares per month starting January 10, 2003 and
continuing through May 10, 2004 and 11,130 shares on or after June 10,
2004. All such options will be exercisable upon the termination of Mr.
Weise's employment with Cott, unless such termination is effected by Cott
for just cause.
(3) The 5% and 10% values for Mr. Weise converted to US$ as of December 10,
2002 at the rate of 1.5605 would be $1,455,654 and $3,392,294,
respectively. The 5% and 10% values for Messrs. Benadiba, Richardson and
Silcock, and converted to US$ as of May 1, 2002 at the rate of $1.5608
would be $497,193 and $1,158,670, respectively. The 5% and 10% values for
Mr. Sheppard converted to US$ as of January 14, 2002 at the rate of 1.5954
would be $918,231 and $2,139,869, respectively. The 5% and 10% values for
Mr. Sheppard converted to US$ as of July 18, 2002 at the rate of 1.5439
would be $466,712 and $720,568, respectively.
9
The following table sets forth, in respect of the named executive officers,
details of all exercises of options during the year ended December 28, 2002 and
the number and value of unexercised options on an aggregated basis as at such
date:
AGGREGATED OPTION EXERCISES
--------------------------------------------------------------------------------------------
UNEXERCISED OPTIONS AT
SECURITIES AGGREGATE DECEMBER 28, 2002
ACQUIRED VALUE EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE
NAME (#) (C$)(1) (#)
--------------------------------------------------------------------------------------------
Frank E. Weise III 500,000 9,863,200 1,166,896 / 503,104
--------------------------------------------------------------------------------------------
Mark Benadiba -- -- 68,000 / 122,000
--------------------------------------------------------------------------------------------
Paul R. Richardson -- -- 164,000 / 118,000
--------------------------------------------------------------------------------------------
Raymond P. Silcock -- -- 248,000 / 122,000
--------------------------------------------------------------------------------------------
John K. Sheppard -- -- 0 / 225,000
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED
IN-THE-MONEY
OPTIONS AT
DECEMBER 28, 2002
EXERCISABLE/
UNEXERCISABLE(2)
NAME (C$)
------------------------------------------------------------
Frank E. Weise III 19,672,394 / 3,686,706
------------------------------------------------------------
Mark Benadiba 1,212,320 / 832,380
------------------------------------------------------------
Paul R. Richardson 2,839,410 / 743,420
------------------------------------------------------------
Raymond P. Silcock 4,849,520 / 832,380
------------------------------------------------------------
John K. Sheppard 0 / 873,000
------------------------------------------------------------
(1) The aggregate value realized for securities acquired on exercise by Mr Weise
converted to US$ at the closing rate on the day of exercise was $6,129,000.
(2) The value of exercisable options held by Messrs. Weise, Benadiba,
Richardson, Silcock and Sheppard converted to US$ as of December 28, 2002 at
the rate of $1.5684 would be $12,543,118, $772,975, $1,810,408, $3,092,054
and $0, respectively. The value of unexercised options held by these
executives converted to US$ as of December 28, 2002 at the rate of $1.5684
would be $2,350,644, $530,725, $474,005, $530,725 and $873,000,
respectively.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Each of the named executive officers is a party to an employment agreement
with Cott.
Frank E. Weise III, Mark Benadiba, Paul Richardson, Raymond P. Silcock and
John K. Sheppard have individual contracts of employment with Cott for an
unspecified term, which provide for annual base salaries at rates not less than
the amounts reported in the Summary Compensation Table for 2002. Each of these
agreements provides for:
- The payment to the applicable named executive officer 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 board of directors' Human Resources and
Compensation Committee, and
- Customary allowances and perquisites.
Cott provides both short-term and long-term incentive programs in which
each of the named executive officers participates. Subject to the terms of
employment contracts for the respective named executive officers, the level of
participation is determined by the Human Resources and Compensation Committee at
its sole discretion and varies by named executive officer.
Upon termination of Mr. Weise's employment by Cott, other than for just
cause, or upon a deemed termination (other than following a change of control),
Mr. Weise shall be entitled to receive from Cott severance equal to:
(a) If such termination occurs on or prior to June 30, 2004, the greater
of:
(i) Two times the average of his base salary and bonuses over the
prior two years, and
(ii) A pro-rated bonus (based on prior years) for the period in the
year prior to termination; or
(b) If such termination occurs following June 30, 2004, Mr. Weise shall be
entitled to receive not less than 120 days notice of his termination
or pay in lieu thereof.
If Mr. Weise's employment agreement comes to an end, other than as a result
of a termination by Cott for just cause, Mr. Weise and his spouse are entitled
to health insurance benefits, for as long as either Mr. Weise or his spouse
live, equal to the greater of:
- The health insurance benefits provided to Cott's chief executive
officer, or the chief executive officer of Cott's successor, or the
highest paid officer of Cott or any successor in the absence of a chief
executive officer, or
10
- Health insurance benefits equal to those provided to Mr. Weise
immediately prior to the expiration or termination of his employment
agreement.
If, following a change of control, Mr. Weise's employment is terminated by
Cott, other than for just cause, or is deemed terminated, he shall be entitled
to receive a payment equal to:
- 36 months of his base salary,
- Continuation of his benefits, or a cash equivalent, as discussed above,
and
- The average of the bonuses paid to him over the prior two years.
All unvested options and other entitlements under Mr Weise's employment
agreement vest immediately upon a change of control. In addition, 200,000
options granted to Mr. Weise in December 2002 shall immediately vest if Mr.
Weise's employment agreement comes to an end, other than as a result of a
termination by Cott for just cause.
A "change of control" means any person or group of persons acquiring more
than 50% of the outstanding voting shares of Cott, a sale by Cott of all or
substantially all of Cott's undertakings and assets or the voluntary
liquidation, dissolution or winding-up of Cott.
If Mr. Benadiba's employment is terminated by Cott without cause, other
than by reason of Mr. Benadiba's death, or deemed termination, within six years
following July 7, 1998 (the "window period"), Mr. Benadiba is entitled to
receive two times his base salary, bonus of C$500,000 and the cash value of
benefits and perquisites during the previous 12 months. If Mr. Benadiba
voluntarily terminates his employment at the end of the window period, Mr.
Benadiba shall be entitled to an amount equal to his base salary, bonus of
C$500,000 and the cash value of benefits and perquisites during the previous 12
months.
If Mr. Silcock's employment is terminated by Cott for any reason other than
just cause, he will receive a severance payment equal to twenty-four months base
salary and bonus and car allowance and the cash value of his benefits, excluding
short and long term disability and out of country benefits.
If Mr. Sheppard's employment is terminated by Cott without cause, he will
receive two years of severance pay equivalent to his base salary and base bonus.
Mr. Richardson's agreement provides that either Mr. Richardson or Cott may
terminate his employment at any time on six months written notice by the
terminating party. If either party terminates the agreement or if Mr. Richardson
dies, he or his estate will receive a severance payment equal to the aggregate
of two times his annual salary and bonus paid or payable plus the cash value of
all benefits and perquisites and the average of any other remuneration during
the two years prior to the termination notice. If Mr. Richardson's employment is
terminated by Cott without cause while he is on assignment for Cott in the
United Kingdom (and for a period of three months after his return from the
United Kingdom) the payment described above will be calculated at three times
rather than two times. This agreement replaced another employment agreement, the
termination provisions of which had been triggered. Under these provisions, Cott
would have paid Mr. Richardson three times his average annual salary, bonus and
benefits during the two years prior to the trigger date. One-third of that
payment was made to Mr. Richardson during 1999.
COMPENSATION OF DIRECTORS
The amount of the directors' retainers and meeting fees were adjusted in
2002. The Lead Independent Director of the board of directors receives an annual
retainer of C$100,000 and the other outside directors receive meeting fees in
addition to their annual retainers. The table below sets out the annual retainer
and meeting fees for the other outside directors both before and after the
adjustment. The amounts payable to each non-management director were prorated
based on these numbers with respect to 2002. Mr. Weise is a management director
and accordingly does not receive directors' fees. Messrs. Boll, Hagerty, Harkins
and, until June 1, 2002, Don Watt, also did not receive directors' fees.
11
-----------------------------------------------------------------------
BEGINNING OF FISCAL YEAR
THROUGH JULY 18, 2002
C$
-----------------------------------------------------------------------
Director retainer 15,000
-----------------------------------------------------------------------
Committee chair retainer --
-----------------------------------------------------------------------
Committee membership
retainer --
-----------------------------------------------------------------------
Board meeting fee (In
person) 1,000
-----------------------------------------------------------------------
Board meeting fee (By
telephone) 500
-----------------------------------------------------------------------
Committee chair meeting
fee (In person) 3,000
-----------------------------------------------------------------------
Committee meeting fee (In
person) 1,000
-----------------------------------------------------------------------
Committee meeting fee (By
telephone or in
conjunction with a board
of directors meeting) 500
-----------------------------------------------------------------------
-----------------------------------------------------------------------
FROM JULY 19, 2002
TO END OF FISCAL YEAR
C$
-----------------------------------------------------------------------
Director retainer 32,000
-----------------------------------------------------------------------
Committee chair retainer 4,000
-----------------------------------------------------------------------
Committee membership
retainer 3,200
-----------------------------------------------------------------------
Board meeting fee (In
person) 1,600
-----------------------------------------------------------------------
Board meeting fee (By
telephone) 800
-----------------------------------------------------------------------
Committee chair meeting
fee (In person) 1,600
-----------------------------------------------------------------------
Committee meeting fee (In
person) 1,200
-----------------------------------------------------------------------
Committee meeting fee (By
telephone or in
conjunction with a board
of directors meeting) 600(1)
-----------------------------------------------------------------------
(1) Chair of the committee receives $800 when attending a committee meeting
conducted by phone or in conjunction with a board of directors meeting.
Directors are reimbursed for their travelling expenses in connection with
board of directors and committee meeting attendance. See also "Certain
Relationships and Related Transactions". In addition to options granted to Mr.
Weise in 2002 (see "Compensation of Chairman, President and Chief Executive
Officer"), a total of 65,000 options to acquire Cott common stock, in the
aggregate, were granted to the other nine directors in 2002. All of these
options were fully vested immediately upon being granted. Directors are required
to own personally at least 10,000 Cott common shares, which must be acquired
within 12 months of joining the board or by March 2004, whichever is later.
EXECUTIVE OFFICERS
For information with respect to identification of executive officers, see
"Executive Officers of Cott" Part I of Cott's Annual Report filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and with all
applicable Canadian securities authorities, for the year ended December 28,
2002.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, for each of Cott's equity compensation
plans under which securities are issued, the number of securities to be issued
on exercise of outstanding options, warrants and rights, the weighted average
exercise price of such options, warrants or rights and the number of securities
remaining for future issuance under such plans, as of December 28, 2002:
------------------------------------------------------------------
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND RIGHTS
PLAN CATEGORY (A)
------------------------------------------------------------------
COTT CORPORATION 1986 COMMON
SHARE OPTION PLAN, AS
AMENDED(1) 4,984,340
-------------------------------------------------------------------
----------------------------------------------------------------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
WEIGHTED-AVERAGE UNDER EQUITY
EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (B) (C)
----------------------------------------------------------------------------------------
COTT CORPORATION 1986 COMMON
SHARE OPTION PLAN, AS
AMENDED(1) C$16.90 1,867,306
----------------------------------------------------------------------------------------
(1) Plan was adopted prior to Cott's initial public offering and accordingly was
not approved by shareowners; however subsequent amendments to the Plan that
required shareowner approval have been approved by shareowners.
The material terms of the Option Plan are summarized in "Human Resources
and Compensation Committee -- Report on Executive Compensation -- Long-Term
Incentives -- Option Plan."
12
HUMAN RESOURCES AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
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.
COMPENSATION PRINCIPLES
Cott is committed to the philosophy of partnership and to sharing the
benefits of success with those who help it grow. Cott's strength and ability to
sustain growth is based on an organization which perceives people as its single
most important asset. The committee's goal is to provide sufficient compensation
opportunities for executives of Cott 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. In furtherance of
these goals, Cott has adopted an annual bonus plan, an employee share option
plan, an employee share purchase savings plans and an executive share incentive
plan to:
- increase the risk/reward ratio of its executive compensation program,
- focus management on long-term strategic issues, and
- align management's interests with those of the shareowners of Cott in
the sustained growth of shareowner value.
COMPENSATION ELEMENTS AND DETERMINATION PROCESS
Compensation for executive officers, including the Chief Executive Officer,
of Cott consists of a base salary, opportunities for bonus cash compensation,
and long-term compensation in the form of stock options, a share purchase
savings plan and an executive incentive share compensation plan. Each of the
named executive officers has a written agreement: see "Employment Contracts and
Termination of Employment Arrangements". The committee's role is to determine
what increase in 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 Cott's executives. Cott's
arrangements with each of the executives described under "Employment Contracts
and Termination of Employment Arrangements" was negotiated between management
and approved by the committee, with the exception of Mr. Weise's agreement which
was negotiated by the committee.
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 Cott's geographic
marketplace, current salary competitive positioning, and any increase in
responsibilities assumed by the executive. To aid in its assessments and with
its ongoing responsibilities, the committee has, from time to time, considered
the advice of independent consultants with respect to compensation matters. As
noted above, in appropriate circumstances, the committee may augment cash
compensation by 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. Bonuses and levels of
other compensation may be determined using overall corporate or business segment
performance targets. Performance objectives and target levels are set annually
by the committee, and executives are assessed against these targets in
determining their overall compensation.
LONG-TERM INCENTIVES
The committee considers long-term incentives to be an essential component
of executive compensation to ensure a proper balance between short and long-term
considerations and enhancing shareowner value. There are several components to
Cott's long-term incentive program. In determining the appropriate level of
participation in Cott's long-term incentive programs, the committee considers
each executive's current level of participation and, in
13
light of that participation, considers the extent to which further participation
will assist in furthering the goals of such program.
Option Plan
Under the 1986 Common Share Option Plan, as amended, an aggregate of the
lesser of 12,000,000 or 15% of Cott's outstanding common shares (determined on
the date of grant of an option) are reserved for issuance to eligible directors,
officers, employees and service providers of Cott and its subsidiaries. This
amount includes common shares reserved for issuance pursuant to options granted
under other compensation-related arrangements, and may be increased or decreased
as a result of Cott's merger with any other entity, or as a result of a rights
offering, reclassification, consolidation or subdivision of its shares.
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 amended Option Plan, if required, is received
prior to the issuance of options under such amended Option Plan.
Option Awards
The grant of options and the issuance of shares under the Option Plan are
subject to the following limitations: (i) 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; (ii) the aggregate number of 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; (iii) 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 the total combined voting power of Cott, which will be granted at
110% of such closing price). Options are non-transferable 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.
Any 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 any unvested options will fully vest upon the
death of a participant. In addition, any unvested options held by Option Plan
participants will fully vest in the case of (i) 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;
(ii) a sale of all (or substantially all) of Cott's undertakings and assets; or
(iii) a proposal made in connection with a liquidation, dissolution, or
winding-up of Cott.
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
14
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.
As of February 28, 2003, there were approximately 260 holders of options
under the Option Plan.
EXECUTIVE INCENTIVE SHARE COMPENSATION PLAN
The committee has established the Executive Incentive Share Compensation
Plan (the "Incentive Plan"). The purpose of the Incentive Plan is to reward
certain Cott employees, as designated by the committee, for exceeding one
hundred percent (100%) of their respective annual performance objectives during
the fiscal year to which the Incentive Plan relates.
Cott contributes an amount, as determined by the committee, to a trust on
behalf of participants in the Incentive Plan who exceed their annual performance
objectives. The committee sets out these objectives and the officers who may
participate in the Incentive Plan annually. The trust is administered by an
arm's length, third party trustee. The trust purchases an amount of Cott's
common shares on the open market, which corresponds to the total dollar amount
contributed by Cott. Once purchased, the trustee determines the number of common
shares acquired on behalf of each participant based upon the amount contributed
to the trust on behalf of each participant.
Subject to the provisions of the Incentive Plan, the common shares in the
trust vest over a period of three years in favor of those participants for whom
the amount was originally contributed: 30% of the common shares attributed to a
participant vests on January 2nd of each of the two years immediately following
the year in which common shares were purchased on behalf of the participant and
40% vests on January 2nd of the 3rd year following the year in which the common
shares were purchased on behalf of the participant. Subject to the determination
of the committee and the provisions of the Incentive Plan, if the employment of
a participant is terminated prior to the final vesting of the common shares
attributed to such participant, the participant's unvested common shares are
reallocated in favor of those participants participating in the Incentive Plan
at the time when the amount was originally contributed. Cott contributed
approximately C$3,392,679 to the Incentive Plan in 2002 for the benefit of 17
participants in the Incentive Plan.
COMPENSATION OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Chairman, President and Chief Executive Officer's base salary remained
unchanged at $425,000 in 2002. The cash bonus paid to Mr. Weise reflects full
achievement of all maximum performance targets for the year, as established by
the committee prior to the beginning of the year. The committee has targeted Mr
Weise'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.
As consideration for Mr. Weise agreeing to amend his employment contract,
the committee granted to Mr. Weise the right to acquire 200,000 common shares,
on December 10, 2002. Subject to the terms of the Option Plan, the options vest
at the rate of 11,110 options per month, starting January 10, 2003 and
continuing through May 10, 2004, with the final 11,130 options vesting on June
10, 2004 and, as they vest, the options may be exercised at any time thereafter
through December 10, 2009. All such options shall immediately vest if Mr.
Weise's employment agreement comes to an end, other than as a result of a
termination by Cott for just cause.
SUMMARY
The committee is ultimately responsible for determining, affirming or
amending the level and nature of executive compensation of Cott. 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 above ensure that levels of executive compensation truly
reflect the performance of Cott, thereby serving the best interests of the
shareowners.
Submitted by the Human Resources and Compensation Committee.
COLIN J. ADAIR, CHAIRMAN
STEPHEN H. HALPERIN
DAVID V. HARKINS
15
SHAREOWNER RETURN PERFORMANCE GRAPH
The following graph shows changes over the past five year period in the
value of C$100, assuming reinvestment of dividends, invested in: (1) Cott's
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 27, 2002 on the Toronto Stock Exchange was
C$27.74 and on the New York Stock Exchange was $17.62.
(SHAREOWNER RETURN PERFORMANCE GRAPH)
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-----------------------------------------------------------------------------------------------
DATE JAN-98 DEC-98 DEC-99 DEC-00 DEC-01 DEC-02
-----------------------------------------------------------------------------------------------
Cott Common Shares 100 43 61 91 200 220
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TSX/S&P Composite Index 100 97 129 138 121 106
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Peer Group 100 124 67 85 95 102
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DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
Cott provides insurance for the benefit of Cott's directors and officers
and its subsidiaries against liability incurred by them acting in their
capacities as such. Insurance is provided for any actual or alleged breach of
duty, neglect, error, misstatement, misleading statement, omission or act by the
directors or officers in their capacity as such, or any matter claimed against
them solely by reason of the status as directors or officers, subject to the
terms, conditions and exclusions of the policy. The current annual policy limit
is $35,000,000. Cott is reimbursed for amounts paid to indemnify directors and
officers, subject to a deductible of $250,000. The deductible is Cott's
responsibility. There is no applicable deductible in the event that Cott is
unable to indemnify. Cott pays the annual premium, which is currently $688,602.
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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, its committees and the effectiveness
and education of its members. Cott's 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. Cott believes that
its governance practices meet the Toronto Stock Exchange guidelines, except as
discussed herein.
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 Cott has in place a communications policy to enable it to
communicate effectively and in a timely manner with shareowners, other
stakeholders and the public generally; and
- The integrity of Cott's internal control and management information
systems.
All decisions materially affecting Cott, its 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 for Cott. This statement
is submitted to the board of directors for its review and approval prior to
implementation.
In order to discharge its responsibilities effectively, the board of
directors has established three committees from its membership: the Audit
Committee, the Corporate Governance Committee and the Human Resources and
Compensation Committee. Each committee is entitled to retain independent
consultants, at the expense of Cott, to assist it in carrying out its functions.
ALLOCATION OF RESPONSIBILITIES BETWEEN THE BOARD AND MANAGEMENT
There is no specific mandate for the board, since the board of directors
has plenary power. Any responsibility that is not delegated to senior management
or a committee of directors remains with the full board. The board of directors
has approved a job description for the Chairman and 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 of directors. Additionally, Cott has
established a lead independent director role.
BOARD'S EXPECTATIONS OF MANAGEMENT
The board of directors expects management to pursue the following
objectives:
- Produce timely, complete and accurate information on Cott's operations
and business as well as on any other specific matter which might, in
their opinion, have material consequences for Cott and its shareowners
and other stakeholders;
- Act on a timely basis and make appropriate decisions with regard to
Cott's operations, in accordance with all the relevant requirements and
obligations and in compliance with Cott's policies, with a view to
increasing shareowner value;
- Apply a rigorous budget process and closely monitor Cott's financial
performance in terms of the annual budget approved by the board of
directors; and
- Develop and implement Cott's strategic plan in light of trends in the
market.
17
SHAREOWNER COMMUNICATIONS
Cott seeks to maintain a transparent and accessible exchange of information
with all of its shareowners and other stakeholders with regard to its business
and performance, subject to the requirements of all applicable laws and any
other limitations of a legal or contractual nature. In addition to the required
public filings, Cott regularly distributes information to its shareowners and
the investment community through conferences, webcasts made available to the
public and press releases.
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 a director who is independent of management and is free from any interest and
any business or other relationship which could, or could reasonably be perceived
to, materially interfere with the director's ability to act with a view to the
best interests of Cott, 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
Cott or any significant shareowner of Cott and which fairly reflect the
investment in Cott by shareowners other than any significant shareowner. The
board of directors believes that it is appropriately constituted to meet the
Toronto Stock Exchange guidelines.
The articles of Cott permit a minimum of three and a maximum of fifteen
directors. There are eleven nominees for election to the board of directors, a
number that the board of directors considers to be adequate given the size of
Cott and the nature of its shareowner constituency.
Although three of the nominees to the board of directors, Messrs. Harkins,
Boll and Hagerty, are officers of a shareowner holding a significant equity
interest in Cott, the board of directors believes that it is properly
constituted to fairly reflect the investment of all shareowners in Cott.
INDEPENDENCE OF THE BOARD
At all meetings of the board of directors 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. In addition to the foregoing, 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. The structure of each of the Human Resources and
Compensation Committee, the Corporate Governance Committee and the Audit
Committee, which are comprised of at least a majority of unrelated directors,
helps to enable the board of directors to function independent of management.
The board of directors oversees the establishment and function of all
committees, the appointment of their members and their conduct.
BOARD COMMITTEES
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
The Human Resources and Compensation Committee is comprised of three
directors, Mr. Adair, Chairman, Mr. Halperin and Mr. Harkins. Mr. Adair and Mr.
Harkins are unrelated outside directors. Mr. Halperin is an outside director but
may be considered to be a related director. See "Certain Relationships and
Related Transactions". None of the committee members is an officer or employee
of Cott. The terms of reference of the committee include reviewing and
recommending the level of compensation for senior officers and directors of
Cott, including the Chief Executive Officer, and reviewing and approving
incentive compensation to be allocated to employees of Cott, including such
senior officers, and for reviewing the compensation to members of the board of
directors. The committee has also been charged with the responsibility of
annually reviewing and reporting to the board of directors on the organizational
structure of Cott and ensuring that an appropriate succession plan is in place.
The committee met on four occasions in 2002.
THE CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is comprised of three directors. Mr.
Gouin, Chairman, Mr. Hagerty and Mr. Halperin. Mr. Gouin and Mr. Hagerty are
unrelated outside directors. Mr. Halperin is an outside director but may be
considered to be a related director as indicated above. The Corporate Governance
Committee is
18
responsible for developing and monitoring Cott's approach to corporate
governance issues in general. Specifically, the Corporate Governance Committee
has been given responsibility for:
- Reviewing and recommending changes to the mandates of the other
committees of the board;
- Ensuring compliance with and a response to the Toronto Stock Exchange
and New York Stock Exchange guidelines;
- Identifying and recommending the nomination of new members to the board
of directors and its committees (and as such functions as a nominating
committee);
- Ensuring that new members of the board of directors are properly
informed as to the business of Cott;
- Monitoring and assessing the individual and collective effectiveness of
the board of directors;
- Monitoring the relationship between management of Cott and the board of
directors and recommending any areas for improvement; and
- Reviewing the written objectives of the Chairman and Chief Executive
Officer of Cott and providing guidance as to the development of
corporate strategies.
The committee considers suggestions as to nominees for directors from any
source, including any shareowner. Recommendations for nominations by shareowners
should be submitted to Cott's Secretary at Cott's executive office. The
Corporate Governance Committee met two times in 2002.
THE AUDIT COMMITTEE
The Audit Committee reports directly to the board and is comprised of three
directors, Mr. Boll, Chairman, Mr. Bennett and Mr. Gouin, each of whom is an
unrelated outside director.
The committee, on behalf of the board of directors, oversees Cott's quality
and integrity of the annual and interim consolidated financial statements and
financial reporting process, compliance with applicable legal and regulatory
requirements, the adequacy and effectiveness of internal controls, current and
emerging business issues, the internal audit function, and the annual
independent audit of Cott's financial statements. The committee reviews the
terms of engagement and proposed overall scope of the annual audit with
management and the independent auditor. See "Audit Committee Report" included
below.
The committee operates pursuant to a written charter that has been approved
and adopted by the board of directors on March 7, 2001. In accordance with the
rules of the New York Stock Exchange, the board has determined that each member
of the committee is independent and financially literate and at least one member
has accounting or related financial management expertise. The committee met five
times in 2002.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed with management the audited
financial statements of Cott.
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. 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 committee discussed with the auditors the auditor's independence from
management and Cott, including with the matters in written disclosures required
by the Independence Standards Board and considered the compatibility of nonaudit
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 be included in
Cott's annual report on Form 10-K for the year ended December 28, 2002 for
filing with the Securities and Exchange Commission.
C. HUNTER BOLL, CHAIRMAN
W. JOHN BENNETT
SERGE GOUIN
19
APPOINTMENT OF AUDITORS
At the meeting you will be asked to approve the appointment of
PricewaterhouseCoopers LLP, as auditors of Cott for the next year. A majority of
the votes cast must be in favour of this resolution in order for it to be
approved.
AUDIT FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for the annual
audit and for the reviews of the financial statements included in quarterly Form
10-Q in respect of the year ended December 28, 2002 was $1,084,123.
ALL OTHER FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for all other
non-audit services rendered in respect of the year ended December 28, 2002, was
$249,440. All other fees included audit related services and non-audit services.
Audit related services related to working capital audits on acquisitions and
employee benefit plan audits, and non-audit services related to assistance
provided on tax compliance matters.
The Audit Committee has determined that the provision of the non-audit
services for which these fees were rendered is compatible with maintaining the
principal accountant'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.
INFORMATION ABOUT THE COMPANY
Upon request to the Secretary you may obtain a copy of Cott's annual report
on Form 10-K for the fiscal year ended December 28, 2002, Cott's 2002 audited
financial statements, and additional copies of this document.
APPROVAL
The board of directors of Cott has approved the contents of this Proxy
Circular.
/s/ Mark R. Halperin
MARK R. HALPERIN
Senior Vice-President, General Counsel
and Secretary
March 5, 2003
20
[COTT CORPORATION LOGO]
Cott Corporation
207 Queen's Quay West, Suite 340
Toronto, Ontario M5J 1A7
Canada
www.cott.com
COTT CORPORATION
PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT AND THE BOARD OF DIRECTORS FOR USE AT
THE ANNUAL MEETING OF SHAREOWNERS TO TAKE PLACE APRIL 17, 2003 AND SHOULD BE
READ IN CONJUNCTION WITH THE ACCOMPANYING NOTICE OF SAID ANNUAL MEETING AND THE
PROXY CIRCULAR. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES NAMED BELOW AND FOR THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF COTT.
The undersigned owner of Common Shares of COTT CORPORATION hereby appoints
Serge Gouin, or failing him, Frank E. Weise III, or
......................................... (See *Note 1) with full power of
substitution as proxy for the undersigned to attend, act and vote all Common
Shares held of record by the undersigned at the ANNUAL MEETING OF SHAREOWNERS of
Cott to be held on the 17th day of April, 2003 and at every adjournment or
postponement thereof in the same manner, to the same extent and with the same
powers as if the undersigned were present at the said annual meeting or any
adjournments thereof and without limiting the general authorization and powers
hereby given, each of the persons named as proxy is specifically directed to
vote as follows:
1. VOTE FOR [ ] OR ABSTAIN FROM VOTING [ ] OR, IF NO SPECIFICATION IS MADE VOTE
FOR the election of directors. Director nominees are as follows: Colin J.
Adair, W. John Bennett, C. Hunter Boll, Serge Gouin, Thomas M. Hagerty,
Stephen H. Halperin, David V. Harkins, Philip B. Livingston, Christine A.
Magee, Donald G. Watt and Frank E. Weise III.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME(S) IN THE SPACE PROVIDED BELOW:
--------------------------------------------------------------------------------
2. VOTE FOR [ ] OR ABSTAIN FROM VOTING [ ] OR, IF NO SPECIFICATION IS MADE,
VOTE FOR the appointment of PricewaterhouseCoopers LLP as auditors of Cott;
and
3. in his/her discretion with respect to the amendments to or variations of
matters identified above or upon such other matters as may properly come
before the annual meeting in accordance with applicable law.
hereby revoking any proxy previously given.
Proxies may be forwarded to:
Computershare Trust Company of Canada
100 University Avenue
9th Floor
Toronto, Ontario, Canada
M5J 2Y1
Attention: Secretary of Cott Corporation
*NOTE 1: YOU HAVE THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREOWNER)
TO REPRESENT YOU AT THE ANNUAL MEETING OF SHAREOWNERS OTHER THAN THE MANAGEMENT
NOMINEES. IF YOU DESIRE TO DESIGNATE AS PROXY A PERSON OTHER THAN SERGE GOUIN OR
FRANK E. WEISE III, THE MANAGEMENT NOMINEES, YOU SHOULD STRIKE OUT THEIR NAMES
AND INSERT IN THE SPACE PROVIDED THE NAME OF THE PERSON YOU DESIRE AS PROXY.
*NOTE 2: If this form of proxy is not dated in the space provided, it is deemed
to bear the date on which it was mailed by the management of Cott.
DATED this day of , 2003.
(See *Note 2)
SIGNATURE: ------------------------------------- (Corporate shareowners should affix seal)
PRINT NAME: ------------------------------------ (Please date, sign and promptly return this proxy
in the envelope provided.)