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
[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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(4) Date Filed:

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[LOGO-(COTT)]

NOTICE OF ANNUAL AND SPECIAL MEETING

The Annual and Special Meeting of shareowners of Cott Corporation will be held
at the Glenn Gould Studio, Canadian Broadcasting Centre, 250 Front Street West,
Toronto, Ontario, Canada on Tuesday, April 27, 2004 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
January 3, 2004, and the report of the auditors;

(b) Elect directors;

(d) Consider and, if thought fit, pass a resolution in the form set forth
in Appendix A to the accompanying Proxy Circular approving Cott's
executive investment share purchase plan;

(e) Consider and, if thought fit, pass a resolution in the form set forth
in Appendix B to the accompanying Proxy Circular approving an
amendment to Cott's 1986 common share option plan, as amended; and

(f) 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 25, 2004

SEIZING
THE FUTURE

COTT CORPORATION, DRIVING RETAILER BRAND POWER

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 2004 annual and special meeting
of Cott shareowners, which will be held on April 27, 2004 at the Glenn Gould
Studio, Canadian Broadcasting Centre, 250 Front Street West, Toronto, Ontario,
Canada, at 8:30 a.m. local time.

Owners of Cott common shares of record at the close of business on March
12, 2004 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 26, 2004. Proxies are solicited to give all
shareowners of record an opportunity to vote on matters that will be presented
at the annual and special meeting. The solicitation will be primarily by mail,
but may also be made by telephone, or personal contact by employees of Cott.
Cott has retained Georgeson Shareholder Communications Canada Inc. to assist it
in the solicitation of proxies from shareowners of Cott for the meeting. Cott
estimates that the costs which might be incurred for such solicitation would be
approximately $40,000 and Cott will pay solicitation costs. If you have any
questions about the information contained in this Proxy Circular or require
assistance in completing your form of proxy, please contact Georgeson at
1-866-800-5491.

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 beginning of 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 and special meeting, in accordance
with the instructions given by the shareowner. IF NO INSTRUCTIONS ARE INDICATED,
EACH SHARE WILL BE VOTED:

(1) FOR THE ELECTION OF THE TWELVE DIRECTORS LISTED UNDER THE HEADING
"PROPOSAL NO. 1 -- NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS"
ON PAGE 3 OF THIS PROXY CIRCULAR;

(2) FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF COTT
DESCRIBED UNDER "PROPOSAL NO. 2 -- APPOINTMENT OF AUDITORS" ON PAGE
22 OF THIS PROXY CIRCULAR;

(3) FOR THE APPROVAL OF THE EXECUTIVE INVESTMENT SHARE PURCHASE PLAN
DESCRIBED UNDER "PROPOSAL NO. 3 -- EXECUTIVE INVESTMENT SHARE
PURCHASE PLAN" ON PAGE 23 OF THIS PROXY CIRCULAR, IN ACCORDANCE WITH
THE RESOLUTION ATTACHED AS APPENDIX A ON PAGE A-1; AND

(4) FOR THE AMENDMENT TO COTT'S 1986 COMMON SHARE OPTION PLAN, AS AMENDED
DESCRIBED UNDER "PROPOSAL NO. 4 -- AMENDMENT TO OPTION PLAN" ON PAGE
25 OF THIS PROXY CIRCULAR, IN ACCORDANCE WITH THE RESOLUTION ATTACHED
AS APPENDIX B ON PAGE B-1.

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 and special 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 and special
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 29, 2004 there were 70,396,981 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 and special 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
for purposes of establishing a quorum, 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 2005 annual meeting, you must send your proposal to Cott's Secretary. In
order for your proposal to be considered for inclusion in the 2005 Proxy
Circular and Proxy, it must be received by Cott's Secretary by no later than
December 26, 2004 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 29, 2004 unless
otherwise indicated.

PRINCIPAL SHAREOWNERS

Based upon publicly filed and available documents, and to Cott's knowledge,
on February 29, 2004, 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 Indirect Control or 12,722,130 Common 18.07%(3)
(1)(2) Beneficial Ownership
75 State Street
26th Floor
Boston, MA
U.S.A. 02109
--------------------------------------------------------------------------------------------------
T. Rowe Price Associates, Inc. Beneficial Ownership 4,049,000 Common 5.75%
100 E. Pratt Street
Baltimore, Maryland
U.S.A. 21202
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

(1) Includes: 12,173,058 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
12,173,058 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. Messrs. Boll,
Hagerty and Harkins serve as principal managing directors of Thomas H. Lee
Partners, L.P. and Mr. Harkins serves as its President. Each of Messrs.
Boll, Hagerty and Harkins are directors of Cott and are nominated for
re-election as directors.

(2) Mr. Lee may be deemed to have indirect beneficial ownership of: (a) 187,825
common shares owned by THL Coinvestors III-A, LLC of which Mr. Lee is the
managing member; (b) 291,183 common shares owned by THL-Coinvestors III-B,
LLC, of which Mr. Lee is the managing member; and (c) 70,064 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.

PROPOSAL NO. 1 -- NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Twelve directors are to be elected to serve until the close of business of
the 2005 annual meeting or until they cease to hold office. All of the nominees
are currently directors of Cott 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 -- 61, 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 -- 58, 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 -- 48, 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). 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 -- 60, 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. Since March 2004, Mr. Gouin has been president and
chief executive officer of Quebecor Media Inc. (broadcasting and publishing
conglomerate). In the past five years, Mr. Gouin has also held the position of
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. 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 Quebecor Media Inc.

Thomas M. Hagerty -- 41, 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). 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); Metris Companies, Inc. (credit
services company); Syratech Corporation (consumer goods manufacturer); and MGIC
Investment Corporation (mortgage insurance company).

Stephen H. Halperin -- 54, 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 trustee of KCP Income Fund (private label household
chemical manufacturing). Mr. Halperin is the brother of Mark Halperin, Cott's
Senior Vice-President, General Counsel and Secretary.

David V. Harkins -- 63, Marblehead, Massachusetts

Mr. Harkins has been a director of Cott since 1998. In the past five years,
Mr. Harkins has held the position of president of Thomas H. Lee Partners, L.P.
(securities investment partnership). 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: Metris Companies, Inc.
(credit services company); National Dentex Corporation (dental laboratory
operator); and Syratech Corporation (consumer goods manufacturer).

Philip B. Livingston -- 46, Basking Ridge, New Jersey

Mr. Livingston has been a director of Cott since 2003. Since 2003 Mr.
Livingston has been the chief financial officer and a member of the board of
World Wrestling Entertainment, Inc. Prior to that he served as president and
chief executive officer of Financial Executives International, a membership
organization for chief financial officers, controllers and treasurers. He held
that position from 1999 until 2003. Currently, Mr. Livingston is also a director
of Insurance Auto Auction, Inc. (supplier of automotive salvage services on
behalf of insurance companies).

Christine A. Magee -- 44, 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). Ms. Magee is also a trustee of Sleep Country Canada Income
Fund.

John K. Sheppard -- 46, Tampa, Florida

Mr. Sheppard was appointed president and chief operating officer of Cott,
and was appointed by the board to serve as a director, in July of 2003. Cott has
announced the appointment of Mr. Sheppard as chief executive officer and
president effective September 1, 2004. Prior to assuming the position of
president and chief operating officer,

Mr. Sheppard held the position of executive vice president of Cott and president
of Cott's US operations from January 2002 to July 2003. Prior to January 2002,
Mr. Sheppard was president and chief executive officer of Service Central
Technologies, Inc. and prior to February 2000 he was vice president, president
NW European division and vice president, president Central European division of
the Coca-Cola Company.

Donald G. Watt -- 68, King Township, Ontario

Mr. Watt has been a director of Cott since 1992. Mr. Watt is currently the
chairman and chief executive officer of DWT 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). He was also in 1999 the
chairman of The Watt Design Group Inc. (marketing and design company), which at
the time was a subsidiary of Cott. Currently, Mr. Watt is a director of: Aastra
Telecom, Inc. (telecommunications manufacturer); and Forzani Group, Inc.
(sporting goods retailer).

Frank E. Weise III -- 59, Vero Beach, Florida

In January 2002, Mr. Weise was elected chairman of the board of directors.
Mr. Weise has been a director and chief executive officer of Cott since June
1998. Mr. Weise also served as president of Cott from June 1998 to July 2003.
Cott has announced that as of August 31, 2004 Mr. Weise will retire as chief
executive officer but if elected will remain as chairman with an active role in
assisting management in long-term strategy, customer relations and investor
relations.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nine of the nominees for director, Messrs. Adair, Bennett, Boll, Gouin,
Hagerty, Harkins, Livingston and Watt and Ms. Magee are unrelated and outside
directors who 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 shares
of Cott, which could, or could reasonably be perceived to, materially interfere
with his or her ability to act with a view to Cott's 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 Cott (either directly or as a partner, shareholder or officer
of an organization that has a relationship with Cott).

Mr. Adair's employer, CIBC World Markets Inc., was engaged in 2003 to
purchase common shares of Cott on the open market for the Executive Incentive
Share Compensation Plan. In addition, 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 the best interests of Cott
and were not material to Cott, Mr. Adair or CIBC World Markets Inc.

Prior to June 2003, Mr. Watt was Chairman of Watt International Inc.
("WII"), which has a purchase and restricted services agreement with Cott with
an approximate remaining term of five 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 $417,750, under that agreement, which the board
was advised represents less than 2% of WII's revenues. After consideration of
this relationship and other relevant factors, including the fact that Cott paid
Deuteronomy Inc. (of which Mr. Watt is the sole shareholder) C$208,333 for
services in 2002, the amount of the payments over the last year, the nature of
the services performed and the lack of other relationships between Mr. Watt and
Cott, the board determined that Mr. Watt is currently independent for the
purposes of the rules of the New York Stock Exchange.

Each of Messrs. Boll, Hagerty and Harkins is a managing director and Mr
Harkins is the President of Thomas H. Lee Partners, L.P., an affiliate of the
THL Entities. In December 2003 the THL Entities sold 7,500,000 of their common
shares of Cott by way of a short form prospectus offering in Canada. Cott did
not receive any proceeds from the sale of these shares. Pursuant to a
registration rights agreement entered into between Cott and the THL Entities in
July 1998, Cott is responsible for all expenses in connection with the sale of
common shares by the THL Entities where such shares are offered through the
filing of a registration statement with the U.S. Securities and Exchange
Commission. As
5

Cott determined that it was in its best interests to facilitate an orderly
distribution of such common shares, it agreed to be responsible for all of the
expenses in connection with the offering (other than the underwriters' fee and
out-of-pocket expenses and certain other expenses of the underwriters and the
selling shareholders, respectively) to a maximum prescribed amount. The total
amount of fees paid by Cott in respect of the offering as at February 29, 2004
is $357,844. The THL Entities have various agreements with Cott in connection
with their share ownership. The board has determined that since the
relationships of Messrs. Boll, Hagerty and Harkins are with a significant
shareholder of Cott and not with members of Cott's management and since Messrs.
Boll, Hagerty and Harkins are not involved in the day-to-day management of Cott
and do not exercise any control or direction over Cott except for their
positions as directors of Cott and shareowners, Messrs. Boll, Hagerty and
Harkins are independent within the meaning of the rules of the New York Stock
Exchange. In making its assessment, the board also considered that the New York
Stock Exchange does not consider ownership of a significant amount of stock
alone as a bar to a finding of independence.

Mr. Weise and Mr. Sheppard are related inside directors, as each is an
employee and officer of Cott. Mr. Halperin is an outside director but, as the
brother of Mark R. Halperin, senior vice-president, general counsel and
secretary of Cott, he may be considered to be a related director. None of
Messrs. Weise, Sheppard or Halperin is an independent director within the
meaning of the rules of the New York Stock Exchange.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

In 2003, the board of directors held ten meetings. Each director attended
in person or by telephone at least 70% of the total number of meetings of the
board of directors and committees on which they served, except for Thomas
Hagerty who missed six board meetings and all three meetings of the Corporate
Governance Committee.

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 29, 2004 by each
director, executive officer named in the Summary Compensation Table and
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
------------------------------------------------------------------------------------------------------------

Colin J. Adair 35,000(2) 0.05%
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W. John Bennett 35,000(3) 0.05%
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C. Hunter Boll(4) 12,474,241(5) 17.72%
------------------------------------------------------------------------------------------------------------
Serge Gouin 287,650(6) 0.41%
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Thomas M. Hagerty(4) 12,474,241(5) 17.72%
------------------------------------------------------------------------------------------------------------
Stephen H. Halperin(7) 67,500(8) 0.10%
------------------------------------------------------------------------------------------------------------
David V. Harkins(4) 12,474,241(5) 17.72%
------------------------------------------------------------------------------------------------------------
Philip B. Livingston 30,000(9) 0.04%
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Christine A. Magee 25,000(10) 0.04%
------------------------------------------------------------------------------------------------------------
John K. Sheppard 123,229(11) 0.17%
------------------------------------------------------------------------------------------------------------
Donald G. Watt 5,000(12) 0.01%
------------------------------------------------------------------------------------------------------------
Frank E. Weise III 893,278(13) 1.26%
------------------------------------------------------------------------------------------------------------
Mark Benadiba 39,597(14) 0.06%
------------------------------------------------------------------------------------------------------------
Paul Richardson 184,035(15) 0.26%
------------------------------------------------------------------------------------------------------------
Raymond Silcock 195,221(16) 0.28%
------------------------------------------------------------------------------------------------------------
Directors and Officers as a Group (consisting of
22 persons, including those named above) 14,862,034(17) 20.66%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------

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

(2) Includes the right to acquire 35,000 common shares of Cott that vest on or
before April 29, 2004 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 25,000 common shares of Cott that vest on or
before April 29, 2004 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 12,464,241 common shares are held indirectly by Messrs.
Boll, Hagerty and Harkins, of which 12,173,058 common shares are
beneficially owned by Advisors and 291,183 common shares are owned by
THL-Coinvestors III-B, LLC. The number of shares beneficially owned by
Advisors may be deemed to include 12,173,058 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. 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, if any,
therein. Includes the right to acquire 10,000 common shares of Cott that
vest on or before April 29, 2004 pursuant to the exercise of options
granted under the Option Plan to each of Messrs. Boll, Hagerty and Harkins.
Messrs. Boll, Hagerty and Harkins serve as principal managing directors of
Thomas H. Lee Partners, L.P. and Mr. Harkins serves as its President. Each
of Messrs. Boll, Hagerty and Harkins are directors of Cott and are
nominated for re-election as directors.

(6) Includes the right to acquire 60,000 common shares of Cott that vest on or
before April 29, 2004 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 52,808 common shares through the
Nancy Pencer Spouse Trust's holdings of various private corporations. Mr.
Halperin disclaims any beneficial ownership of such shares.

(8) Includes the right to acquire 35,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(9) Includes the right to acquire 25,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(10) Includes the right to acquire 25,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(11) Includes the right to acquire 112,500 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(12) Includes the right to acquire 5,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(13) Includes the right to acquire 636,064 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(14) Includes the right to acquire 18,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(15) Includes the right to acquire 144,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(16) Includes the right to acquire 104,000 common shares of Cott that vest on or
before April 29, 2004 pursuant to the exercise of options granted under the
Option Plan.

(17) Includes the right to acquire 1,534,814 common shares of Cott that vest on
or before April 29, 2004 pursuant to the exercise of options granted under
the Option Plan.

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 2003 in a timely manner.

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

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 GRANTED(3)(#) SHARE UNITS PAYOUTS

------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Frank E. Weise III 2003 425,000 1,049,272 -- -- -- --
Chairman and 2002 425,000 850,000 -- 200,000 -- --
Chief Executive Officer 2001 425,000 850,000 -- 500,000 -- --
----------------------------------------------------------------------------------------------------------------------
John K. Sheppard 2003 388,437 475,000 -- 100,000 -- --
President and 2002 320,208 325,000 -- 225,000 -- --
Chief Operating Officer 2001 -- -- -- -- -- --
----------------------------------------------------------------------------------------------------------------------
Mark Benadiba 2003 336,716 374,609 -- 50,000 -- --
Executive Vice President 2002 318,345 475,786 -- 60,000 -- --
Canada and International 2001 290,808 324,412 -- 60,000 -- --
----------------------------------------------------------------------------------------------------------------------
Paul R. Richardson 2003 336,000 324,219 -- 55,000 -- --
Executive Vice President, 2002 320,000 281,250 -- 60,000 -- --
President U.S. Operations 2001 320,000 281,250 -- 60,000 -- --
----------------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 2003 288,750 453,698 -- 55,000 -- --
Executive Vice President, 2002 275,000 544,979 -- 60,000 -- --
and Chief Financial Officer 2001 275,000 325,000 -- 60,000 -- --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION($)

-----------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------ ---------
-------
Frank E. Weise III 684,467(4)
Chairman and 880,613(5)
Chief Executive Officer 876,445(6)
---------------------------------------------------------------------------------------------------------------------- ----------
------
John K. Sheppard 427,138(7)
President and 192,102(8)
Chief Operating Officer --
---------------------------------------------------------------------------------------------------------------------- ----------
------
Mark Benadiba 308,414(9)
Executive Vice President 84,926(10)
Canada and International 11,774(11)
---------------------------------------------------------------------------------------------------------------------- ----------
------
Paul R. Richardson 561,207(12)
Executive Vice President, 492,755(13)
President U.S. Operations 359,494(14)
---------------------------------------------------------------------------------------------------------------------- ----------
------
Raymond P. Silcock 324,748(15)
Executive Vice President, 233,414(16)
and Chief Financial Officer 349,794(17)
---------------------------------------------------------------------------------------------------------------------- ----------
------
------------------------------------------------------------------------------------------------------------------------ ---------
-------

(1) Throughout this proxy circular, references: to the year 2003 are to the
fiscal year that ended January 3, 2004; to the year 2002 are to the fiscal
year that ended December 28, 2002; and to the year 2001 are to the fiscal
year ended December 29, 2001.

(2) The bonuses earned in 2003 were paid in 2004. 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 $650,728 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 "2003 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 "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.

(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 "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.

(7) Includes $398,525 paid to a trustee to purchase common shares of Cott 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.

(8) 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.

(9) Includes $293,694 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 "2003 Executive Incentive Share Compensation
Plan" described under "Long Term Incentives", and $1,730 in income imputed
for term life insurance premiums.

(10) Includes $71,401 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 "2002 Executive Incentive Share Compensation
Plan" and $1,543 in income imputed for term life insurance premiums.

(11) Includes $1,111 in income imputed for term life insurance premiums.

(12) Includes $324,219 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 "2003 Executive Incentive Share Compensation
Plan", $1,140 in income imputed for term life insurance premiums, $10,000
paid to a defined contribution retirement plan and $204,229 paid in respect
of a relocation allowance.

(13) 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.

(14) 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.

(15) Includes $296,302 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 "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.

(16) 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.

(17) 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.

During the year ended January 3, 2004, Cott granted options to employees
and directors to purchase a total of 929,250 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

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

Frank E. Weise III --(2) -- -- -- --
--------------------------------------------------------------------------------------------------------------------
John K. Sheppard 100,000 11% 31.17 31.17 August 5, 2010
--------------------------------------------------------------------------------------------------------------------
Mark Benadiba 50,000 5% 31.17 31.17 August 5, 2010
--------------------------------------------------------------------------------------------------------------------
Paul R. Richardson 55,000 6% 31.17 31.17 August 5, 2010
--------------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 55,000 6% 31.17 31.17 August 5, 2010
--------------------------------------------------------------------------------------------------------------------
TOTAL 260,000 28%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

----------------------------- ---------------------
----------------------------- ---------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION TERM
FOR OPTIONS(C$)
5%(3) 10%(3)

Frank E. Weise III -- --
--------------------------------------------------------------
John K. Sheppard 1,268,932 2,957,151
-------------------------------------------------------------------------
Mark Benadiba 634,466 1,478,576
------------------------------------------------------------------------------------
Paul R. Richardson 697,913 1,626,433
-----------------------------------------------------------------------------------------------
Raymond P. Silcock 697,913 1,626,433
----------------------------------------------------------------------------------------------------------
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) Mr. Weise was not granted any options during the fiscal year ended January
3, 2004.

(3) The 5% and 10% values for Mr. Benadiba converted to US$ as of August 5,
2003 at the rate of $1.4030 would be $452,221 and $1,053,867, respectively.
The 5% and 10% values for Messrs. Richardson and Silcock converted to US$
as of August 5, 2003 at the rate of $1.4030 would be $497,443 and
$1,159,254, respectively. The 5% and 10% values for Mr. Sheppard converted
to US$ as of August 5, 2003 at the rate of 1.4030 would be $904,442 and
$2,107,734, respectively.

The following table sets forth, in respect of the named executive officers,
details of all exercises of options during the year ended January 3, 2004 and
the number and value of unexercised options on an aggregated basis as at such
date:

AGGREGATED OPTION EXERCISES

Frank E. Weise III 920,000 18,827,497 586,072 / 163,928 10,483,172 / 2,489,428
-------------------------------------------------------------------------------------------------------------------
John K. Sheppard -- -- 67,500 / 257,000 848,475 / 2,505,775
-------------------------------------------------------------------------------------------------------------------
Mark Benadiba 106,000 1,970,060 18,000 / 116,000 83,880 / 919,040
-------------------------------------------------------------------------------------------------------------------
Paul R. Richardson 72,000 986,400 112,750 / 152,250 2,450,560 / 1,896,590
-------------------------------------------------------------------------------------------------------------------
Raymond P. Silcock 200,000 4,583,187 104,000 / 121,000 2,188,360 / 945,340
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

(1) The aggregate value realized for securities acquired on exercise by Messrs.
Weise, Benadiba, Richardson and Silcock, converted to US$ at the closing
rate on the day of exercise, was $13,904,680, $1,448,770, $655,463 and
$3,361,691, respectively.

(2) The value of exercisable options held by Messrs. Weise, Benadiba,
Richardson, Silcock and Sheppard converted to US$ as of January 3, 2004 at
the rate of $1.29 would be $8,126,555, $65,024, $1,899,674, $1,696,417 and
$657,738, respectively. The value of unexercised options held by these
executives converted to US$ as of January 3, 2004 at the rate of $1.29
would be $1,929,805, $712,440, $1,470,237, $732,828 and $1,942,466,
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 2003. 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

- 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 prior to July 6, 2006 (the "window
period"), Mr. Benadiba is entitled to receive an amount equal to the aggregate
of (a) two times his base salary paid to him and two times the cash value of
benefits and perquisites during the most recently completed 12 months and (b)
two times the greater of (i) Mr. Benadiba's target base bonus at the date of
termination or deemed termination and (ii) 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), Mr. Benadiba shall be entitled
to an amount equal to the aggregate of (a) his base salary paid to him and the
cash value of benefits and perquisites during the most recently completed 12
months and (b) the greater of (i) Mr. Benadiba's target base bonus at the date
of termination or deemed termination and (ii) C$500,000.

If Mr. Silcock's employment is terminated by Cott for any reason other than
just cause, he will receive a severance payment equal to 24 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
as well as two years of perquisites and continuation of health and dental
benefits coverage for a period of up to two years or until Mr. Sheppard finds
new employment.

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.

COMPENSATION OF DIRECTORS

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. Mr. Weise and Mr. Sheppard are
management directors and accordingly do not receive directors' fees. Messrs.
Boll, Hagerty and Harkins, also did not receive directors' fees.

----------------------------------------------------------------------
----------------------------------------------------------------------
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 travel expenses in connection with board
of directors and committee meeting attendance. In addition to options granted to
Mr. Sheppard in 2003 (see "Option Grants"), a total of 25,000 options to acquire
Cott common stock, in the aggregate, were granted to Mr. Livingston. These
options granted to Mr. Livingston were fully vested immediately upon being
granted. No other directors were granted options in 2003. Directors are required
to own personally at least C$50,000 worth of Cott common shares, which must be
acquired within three years of joining the board or by December 2006, whichever
is later. The common shares may be acquired through Cott's Share Plan for
Non-Employee Directors.

Cott's Share Plan for Non-Employee Directors allows directors who are
neither employees nor full-time officers of Cott to elect to receive their fees
in the form of common shares of Cott. Under the terms of this plan, 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 common shares of
Cott 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
member. 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.

EXECUTIVE OFFICERS

For information with respect to identification of executive officers, see
"Executive Officers of Cott" Part I of Cott's 2004 Annual Report on Form 10-K
filed pursuant to the Securities Exchange Act of 1934 and with all applicable
Canadian securities authorities.

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 January 3, 2004:

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

COTT CORPORATION 1986 COMMON
SHARE OPTION PLAN, AS
AMENDED(1) 4,067,154 C$22.90 1,084,695
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------

(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
amendments proposed under Proposal No. 4 -- Amendment to Option Plan are
not reflected for purposes of this table.

The material terms of the Option Plan are summarized in "Report on
Executive Compensation -- Long-Term Incentives -- Option Plan."

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 incentive share
compensation 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 investment share purchase 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. Management
negotiated, and the committee approved, Cott's arrangements with each of the
executives described under "Employment Contracts and Termination of Employment
Arrangements" with the exception of Mr. Weise's agreement. The committee
negotiated Mr. Weise's agreement.

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. 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 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 holdings
levels of common shares for executives and officers. The committee has required
that these levels will be met by the later of December 31, 2005 and three years
following the date they became a member of management. Currently all of the
named officers comply with these requirements or it is anticipated that they
will comply within the timeline provided. The following chart outlines the
minimum holding levels required by the committee:

Chief Executive Officer 5X
-------------------------------------------------------------------------------
President, Executive Vice Presidents, Senior Vice
Presidents 3X
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Other officers and vice presidents of Cott and its subsidiaries are required to
hold between one-half and two times the amount of their salary in Cott shares.

LONG-TERM INCENTIVES

The 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 each
executive's current level of participation and, in light of that participation,
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 but prior to the
amendment sought in this proxy circular (see Proposal No. 4 -- Amendment to
Option Plan), 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 Human Resources and Compensation 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 Human Resources and Compensation
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 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 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, 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 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.

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

- 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 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 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 29, 2004, there were approximately 184 holders of options
under the Option Plan and approximately 2,800 people (being all of Cott's
directors, officers and employees, as well as certain consultants) were

eligible to participate in the Option Plan. The market value of common shares of
Cott underlying options outstanding as of February 29, 2004 was $114,525,477.

The foregoing summary does not contain all of the information that may be
important to shareowners. The complete text of the Option Plan, as amended to
reflect Proposal No. 4, is set forth as Appendix D to this Proxy Circular.

Executive Incentive Share Compensation Plan

The committee has established the Executive Incentive Share Compensation
Plan (the "Incentive Plan"), which it intends to replace, subject to shareowner
approval, with the executive investment share purchase plan described under
"Proposal No. 3 -- Executive Investment Share Purchase Plan". The purpose of the
Incentive Plan was to reward certain officers and senior management employees of
Cott and certain of its subsidiaries, 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.

Under the Incentive Plan, Cott had contributed an amount, as determined by
the committee, to a trust on behalf of participants in the Incentive Plan who
exceeded their annual performance objectives. The committee established these
objectives and the officers and senior management employees who participated in
the Incentive Plan annually. The trust is administered by an arm's length, third
party trustee. The trust purchased an amount of Cott's common shares on the open
market, which corresponded to the total dollar amount contributed by Cott. Once
purchased, the trustee determined 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 favour 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 favour of those
participants participating in the Incentive Plan at the time when the amount was
originally contributed. Shares purchased with awards granted under the Incentive
Plan will remain subject to the terms of the Incentive Plan, as applicable. Cott
contributed approximately C$5,220,415 in connection with the proposed Executive
Investment Share Purchase Plan, which is intended to replace the Incentive Plan,
in respect of 2003 for the benefit of 31 participants in the Executive
Investment Share Purchase Plan.

Should the Executive Investment Share Purchase Plan described under
Proposal No. 3 -- Executive Investment Share Purchase Plan not be adopted, any
shares purchased with such amount will be sold and such amount will be paid, in
cash, to the certain officers and senior management employees for whom common
shares were purchased in respect of 2003.

COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The chairman and chief executive officer's base salary was $425,000 in
2003. 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.

The Human Resources and Compensation 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 2003,
the Human Resources and Compensation Committee determined that the chief
executive officer's objective would be based on Cott's earnings per share. The
committee's view was that this was the most effective means of driving
shareowner value.

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.

DAVID HARKINS, CHAIRMAN
CHRISTINE MAGEE
DONALD WATT

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 January 2, 2004 on the Toronto Stock Exchange was
C$36.43 and on the New York Stock Exchange was $28.32.

(STOCK EXCHANGE)

Cott Common Shares 100 149 216 449 499 802
--------------------------------------------------------------------------------------------------------------------------
TSX/S&P Composite Index 100 57 73 78 86 87
--------------------------------------------------------------------------------------------------------------------------
Peer Group 100 132 141 124 108 137
--------------------------------------------------------------------------------------------------------------------------
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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
17

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 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 $905,000.

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;
18

- Develop and implement Cott's strategic plan in light of trends in the
market; and

- Promote high ethical standards and practices in conducting Cott's
business.

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. Shareowners are invited to communicate with any of
the directors of Cott, 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. Depending on the subject matter of the letter, the
Secretary or his designee will:

- Forward the communication to the director or directors to whom it is
addressed (if the communication is not directed toward a specific
director, management will forward the communication to Cott's lead
independent director);

- Attempt to have management address the inquiry directly, for example
where a shareowner requests information about Cott or a share-related
matter; or

- Not forward the communication if it is primarily commercial in nature or
if it relates to an improper or irrelevant topic.

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 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 15
directors. There are 12 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.

Board members are encouraged to attend each annual meeting of shareowners.
Last year eight of the then eleven directors attended Cott's annual meeting
(including Mr. Livingston, who was elected to the board at last year's annual
meeting).

INDEPENDENCE OF THE BOARD

Mr. Weise is the chairman of Cott's board of directors. Mr. Gouin, an
unrelated, independent director, serves as Cott's Lead Independent Director and
presides at meetings of non-management directors.

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 entirely unrelated, independent 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. The board of
directors 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

THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee is comprised of three
directors, Mr. Harkins, Chairman, Ms. Magee and Mr. Watt. The board has
determined that each of Mr. Harkins, Ms. Magee and Mr. Watt are unrelated
outside directors who are independent within the meaning of the rules of the New
York Stock Exchange. See "Certain Relationships and Related Transactions". 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
six occasions in 2003.

THE CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is comprised of three directors. Mr.
Gouin, Chairman, Mr. Boll and Mr. Livingston, each of whom is an unrelated
outside director. The board has determined that all members of this committee
are independent in accordance with the rules of the New York Stock Exchange. The
Corporate Governance Committee is 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.

When considering candidates for director, the Corporate Governance Committee
considers the following criteria:

- 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 the
affairs of Cott in order to carry out the responsibilities as a
director;

- Each director who is nominated as an independent director shall meet all
of the criteria established for independence under securities or stock
exchange laws, rules or regulations applicable to Cott;

- The effect the member's residency will have on Cott's residency
requirements under applicable legislation or its by-laws in respect of
the composition of the board and its committees; and

- Whether the member is being nominated, or is precluded from being
nominated, to fulfill Cott's contractual obligations.

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 Cott's Secretary at Cott's 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 the
factor regarding board size and composition, to enable the Corporate
Governance Committee to evaluate the candidate;

- A statement detailing the relationship between the candidate and Cott or
any customer, supplier or competitor of Cott;

- 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 2003 Cott engaged an outside advisor to assist in identifying
potential candidates to the board.

In July 2003 the Corporate Governance Committee recommended to the board
that Mr. Sheppard be appointed as a director of Cott. He was suggested for
consideration as a nominee to the Corporate Governance Committee by the Chief
Executive Officer of Cott in light of Mr. Sheppard's increased responsibilities
as president and chief operating officer of Cott. The Corporate Governance
Committee met three times in 2003.

The board of directors has approved a written charter for the Corporate
Governance Committee, which may be found at Appendix E of this proxy circular.

THE AUDIT COMMITTEE

The Audit Committee reports directly to the board and is comprised of three
directors, Mr. Livingston, Chairman, Mr. Bennett and Mr. Gouin, each of whom 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 of directors, oversees the quality
and integrity of Cott's 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 also 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 seven
times in 2003.

The board of directors has approved a written charter for the Audit
Committee, which may be found at Appendix F of this proxy circular.

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 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 be included in
Cott's annual report on Form 10-K for the year ended January 3, 2004 for filing
with the Securities and Exchange Commission.

PHILIP LIVINGSTON, CHAIRMAN
W. JOHN BENNETT
SERGE GOUIN

PROPOSAL NO. 2 -- 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.

PRINCIPAL ACCOUNTANT'S FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services performed by PricewaterhouseCoopers LLP for Cott for fiscal 2003 and
2002 were as follows:

Audit Fees $1,027,821 $1,104,123
------------------------------------------------------------------------------------------
Audit-Related Fees 90,360 91,000
------------------------------------------------------------------------------------------
Tax Fees 175,947 138,440
------------------------------------------------------------------------------------------
All Other Fees -- --
------------------------------------------------------------------------------------------
Total $1,294,128 $1,333,563
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

AUDIT FEES

Audit fees related to the audit of Cott's annual financial statements for
the 2003 and 2002 fiscal years and for the review of the financial statements
included in the Quarterly Reports on Form 10-Q for those years.

AUDIT-RELATED FEES

Audit-related fees for the 2003 fiscal year related to the preparation of a
prospectus and registration statement. Audit-related fees for the 2002 fiscal
year related to the audit of working capital of acquired assets and audits of
employee benefit plans.

TAX FEES

Tax fees in fiscal 2003 and 2002 consisted of tax compliance services and
advice.

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee follows the guidelines found below regarding the
engagement of Cott's independent auditor to perform services for Cott:

- For audit services, the independent auditor will 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 will submit to the committee for approval an audit services fee
proposal.

- For non-audit services, management will periodically submit to the
committee for approval in advance a description of particular non-audit
services that it recommends the committee engage the independent auditor

to provide. Cott management and the independent auditor will each
confirm to the committee that each proposed non-audit service is
permissible under all applicable legal requirements. The committee must
approve permissible non-audit services in order for Cott 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.

- In the event that 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.
Cott 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 a budget
estimating 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 Cott's 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 Cott's audit related fees and tax fees in 2003 were pre-approved by
the Audit Committee in 2003. 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.

PROPOSAL NO. 3 -- EXECUTIVE INVESTMENT SHARE PURCHASE PLAN

As a means of providing an incentive for certain officers and senior
management employees of Cott and certain of its subsidiaries to exceed
pre-determined annual performance objectives for each fiscal year, Cott's Human
Resources and Compensation Committee has recommended the adoption of the
executive investment share purchase plan (the "Plan") to replace Cott's
executive incentive share compensation plan. The Plan requires shareowner
approval as a result of recently enacted New York Stock Exchange regulations.
Under the terms of the Plan, bonuses paid to certain officers and senior
management employees are used to purchase Cott's common shares on the open
market at market price. No shares are issued from treasury and the Plan is not
dilutive to Cott's shareowners. The purpose of the Plan is to retain and reward
certain officers and senior management employees, as designated by the Human
Resources and Compensation Committee each year, for exceeding their respective
annual performance objectives. Approximately 32 persons are currently eligible
to participate in the Plan.

Under the terms of the Plan, Cott would contribute an amount in cash, as
determined by the Human Resources and Compensation Committee, to an independent
trust to be used for the purpose of purchasing Cott's common shares on the open
market at market price on behalf of participants in the Plan who exceed their
annual performance objectives. The Human Resources and Compensation Committee
will determine these objectives and the officers and senior management employees
who may participate in the Plan annually. The amount contributed to the trust by
Cott may change each year. The trust will be administered by an independent
third party trustee. The trustee of the trust will purchase an amount of Cott's
common shares on the Toronto Stock Exchange at the prevailing market price at
the time of purchase that corresponds to the total dollar amount contributed by
Cott at such times to be determined by the trustee in its discretion, but in any
event as soon as practicable after Cott contributes the money to the trust,
subject to the limitations described below. Once purchased, the trustee will
allocate, when directed by the Human Resources and Compensation 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.

Subject to the provisions of the Plan, the 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% of the common shares attributed to each
participant will vest on the anniversary of the first day of the fiscal year
following the grant for each of the two years immediately following the year in
which the common shares were purchased on behalf of the participant and 40% will
vest on the anniversary of the first day of the fiscal year following the grant
for the third year following the year in which the common shares were purchased
on behalf of the participant. Under the terms of the Plan, the maximum number of
common shares that can be purchased under the Plan in any year is (i) for the
first fiscal year in which the Plan is in effect, not more than 0.5% of the
total number of common shares outstanding on the first day of such fiscal year,
and (ii) for each subsequent fiscal year, the maximum number of common shares
for the preceding year plus 0.5%
23

of the total number of common shares outstanding on the first day of the fiscal
year. Accordingly, the trust may purchase no more than 351,294 shares in 2004,
based on the amount of Cott common shares outstanding as of January 4, 2004. If
the employment of a participant is terminated prior to the final vesting of the
common shares attributed to such participant, other than due to the death,
normal retirement or permanent disability of the participant, the Human
Resources and Compensation Committee may reallocate the participant's unvested
common shares in favour of those participants participating in the Plan at the
time when the amount was originally contributed.

The amounts to be received by each participant pursuant to the Plan in 2005
and future periods is not determinable. However, the Human Resources and
Compensation Committee has awarded bonuses to certain officers and senior
management employees and made grants to the trust on their behalf in 2004. The
committee awarded the bonuses in 2004 on the basis of an assessment of each
participant's achievement in light of his or her performance objectives in 2003.
The cash awards (and any shares purchased with the cash award) are held in the
trust, and should the Plan not be adopted, any shares purchased with such amount
will be sold and such amount will be paid to the participants in cash.

The table below sets forth the dollar amount contributed to the trust and
the number of common shares initially purchased by the trust with such funds on
behalf of the chief executive officer, each of the executive officers named in
the Summary Compensation Table found on page 8, the executive officers as a
group and the non-executive officer and senior management employee group in
respect of the committee's assessment of their performance during the 2003
fiscal year.

Frank E. Weise III $ 650,728 23,790
Chairman and Chief Executive Officer
--------------------------------------------------------------------------------------------------
John K. Sheppard $ 398,525 14,570
President and Chief Operating Officer
--------------------------------------------------------------------------------------------------
Mark Benadiba $ 293,694 10,737
Executive Vice President
Canada and International
--------------------------------------------------------------------------------------------------
Paul Richardson $ 324,219 11,853
Executive Vice President
President U.S. Operations
--------------------------------------------------------------------------------------------------
Raymond P. Silcock $ 296,302 10,833
Executive Vice President and Chief Financial Officer
--------------------------------------------------------------------------------------------------
Executive Group $3,835,834 100,062
--------------------------------------------------------------------------------------------------
All Other Officers and Senior Management Employees $1,384,580 36,120
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

The dollar amounts in the above table have been converted from C$ to US$ at a
rate of 1.40146.

The Plan is substantially similar to Cott's former Executive Incentive
Share Compensation Plans. However, the new Plan provides for a ten year term and
is more rigid than its predecessors in that it prescribes a maximum amount of
shares that may be purchased in any year.

Cott intends that certain officers and senior management employees
participate in the Plan each year, in accordance with the terms described above.
Cott's board of directors and Human Resources and Compensation Committee believe
that the Plan is an important mechanism for providing certain officers and
senior management with an incentive for exceeding performance targets. No shares
are issued from treasury under the terms of the Plan, but are instead purchased
on the open market, so that the Plan is not dilutive to shareowners.

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT YOU VOTE "FOR" THE
RESOLUTION ADOPTING THE EXECUTIVE INVESTMENT SHARE PURCHASE PLAN. A MAJORITY OF
THE VOTES CAST MUST BE IN FAVOUR OF THE RESOLUTION ADOPTING THE PLAN, WHICH IS
SET OUT AT APPENDIX "A" ON PAGE A-1, IN ORDER FOR IT TO BE APPROVED. UNLESS A
PROXY SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD ABSTAIN FROM VOTING OR VOTE
AGAINST THE RESOLUTION SET OUT IN APPENDIX A, THE PERSONS NAMED IN THE ENCLOSED
PROXY INTEND TO VOTE IN FAVOUR OF THE RESOLUTION. THE FULL TEXT OF

THE EXECUTIVE INVESTMENT SHARE PURCHASE PLAN IS ATTACHED AT APPENDIX "C" AT PAGE
C-1 OF THIS PROXY CIRCULAR. THE FOREGOING DISCUSSION ABOVE IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE PLAN.

PROPOSAL NO. 4 -- AMENDMENT TO OPTION PLAN

The Board is submitting a proposal for approval by the shareowners to amend
and restate the Option Plan.

The Option Plan currently permits the issuance of up to 12,000,000 common
shares. As described in the following table, since July 19, 1994, 6,986,301
common shares have been issued pursuant to the exercise of options granted under
the Option Plan. As at February 29, 2004, 3,880,904 common shares were issuable
pursuant to options outstanding under the Option Plan. As a result, 1,132,795
options to acquire common shares (representing approximately 1.6% of the
aggregate number of outstanding common shares) are available for grant under the
Option Plan. The directors are recommending the Option Plan be amended to
increase the maximum number of common shares that may be issued pursuant to the
Option Plan by 2,000,000 common shares. The effect of the amendment will be that
Cott may issue options for an additional 3,132,795 common shares under the
Option Plan, representing 4.5% of the total issued and outstanding common shares
as of February 29, 2004.

----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
OPTIONS GRANTED
AND NOT NUMBER OF
OPTIONS EXERCISED EXERCISED OPTIONS
FROM UNDER THE OPTION AVAILABLE TO BE
JULY 19, 1994(1) TO PLAN AT GRANTED AT
FEBRUARY 29, 2004 FEBRUARY 29, 2004 FEBRUARY 29, 2004 TOTAL
----------------------------------------------------------------------------------------------------------------

Cott 1986 Common Share Option
Plan, as amended 6,986,301 3,880,904 1,132,795 12,000,000
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------

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

(1) The date on which the Option Plan implemented a limitation on the number of
common shares issuable under the Option Plan.

When combined with the total 3,880,904 common shares issuable pursuant to
the exercise of currently outstanding options under the Option Plan as of
February 29, 2004, the total number of common shares that would have been
issuable under the Option Plan on February 29, 2004, had the proposed amendment
been in effect on such date, would have been 7,013,699, representing just under
10% of Cott's issued and outstanding shares at such date.

The board of directors and the Human Resources and Compensation Committee
believe that adoption of Proposal No. 4 is in the best interest of Cott. The
board of directors and the Human Resources and Compensation Committee believe
that the grant of equity incentives is an essential component of compensation
and is standard and expected in Cott's industry. The directors and the committee
believe that awards under the Option Plan have played an important part in
enabling Cott to attract, retain and motivate employees in the extremely
competitive industry in which Cott operates and have been an important factor in
contributing to Cott's success in recent years. The ability to continue to
attract new employees and to retain current employees is a critical element in
Cott's strategy for future growth, and its ability to attract and retain
qualified employees could be impeded if sufficient equity incentives are not
available in the future for grant under the Option Plan. Furthermore, the
ability to motivate employees and senior management to take into account the
long-term interests of Cott and its shareowners is essential to Cott's future
growth. Cott's ability to so motivate its employees and senior management could
be impeded if sufficient equity incentives are not available in the future.

Cott is submitting this proposal to shareowners for their approval in order
to comply with the Option Plan, which, by its terms, requires such approval, and
in order to comply with the requirements of the Toronto and New York Stock
Exchanges. Appendix B at page B-1 to this proxy circular sets out the full text
of the proposed resolution approving the amendments to the Option Plan.

Please refer to "Executive Compensation -- Long-Term Incentives -- Option
Plan" for a summary of certain features of the Option Plan.

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT YOU VOTE "FOR" THE
RESOLUTION APPROVING THE AMENDMENTS TO THE OPTION PLAN. A MAJORITY OF VOTES CAST
MUST BE IN FAVOUR OF THE RESOLUTION APPROVING THE AMENDMENTS, WHICH IS SET OUT
AT APPENDIX "B" ON PAGE B-1, IN ORDER FOR IT TO BE APPROVED. UNLESS A PROXY
SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD ABSTAIN FROM VOTING OR VOTE
AGAINST THE RESOLUTION SET OUT IN APPENDIX "B", THE PERSONS NAMED IN THE
ENCLOSED PROXY INTEND TO VOTE IN FAVOUR OF THE RESOLUTION. THE FULL TEXT

OF THE OPTION PLAN IS ATTACHED AT APPENDIX "D" AT PAGE D-1 OF THIS PROXY
CIRCULAR. THE FOREGOING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY
BE IMPORTANT TO SHAREOWNERS. THE COMPLETE TEXT OF THE OPTION PLAN, AS AMENDED TO
REFLECT PROPOSAL NO. 4, IS SET FORTH AS APPENDIX D TO THIS PROXY CIRCULAR. THE
FOREGOING DISCUSSION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OPTION
PLAN.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Cott believes that, with respect to options and other awards granted under
the Option Plan, the normal operation of the Option Plan generally should have,
under the Internal Revenue Code of 1986, as amended, (the "Code"), the
regulations thereunder, and existing rulings and court decisions, all as in
effect on February 29, 2004, the principal federal income tax consequences
described below. The consequences described below do not take into account any
changes to the law that may occur after February 29, 2004.

The consequences described below only address the principal U.S. federal
income tax consequences of the Option Plan for: (1) optionees who are citizens
or residents of the U.S.; and (2) Cott's U.S. subsidiaries. The Option Plan
generally will have no U.S. federal income tax consequences for optionees who
are nonresident aliens and for non-U.S. corporations.

United States Citizens or Residents

ISOs. To the extent options granted under the Option Plan qualify as
incentive stock options ("ISOs") under section 422 of the Code, the principal
federal income tax consequences for the optionee generally will be as follows:

(1) The optionee will not recognize taxable income on the grant of the
ISO. Moreover, the optionee generally will not recognize taxable
income on the exercise of the ISO, provided the optionee was Cott's
employee or that of any of Cott's subsidiary corporations, as defined
in section 424(f) of the Code, during the entire period from the date
of grant of the ISO until three months before the date of exercise,
increased to 12 months if employment ceased due to permanent and
total disability. An amount, generally equal to the excess of the
fair market value of the shares over the exercise price at the time
of exercise, however, will be included in the optionee's alternative
minimum taxable income in the year of exercise. The employment
requirement is waived if the optionee dies. Of course, in all of
these situations, the ISO itself may provide a shorter exercise
period after employment ceases than the allowable period under the
Code. If the employment requirements described above are not met, the
tax consequences relating to NQSOs, discussed below, will apply.

(2) If the optionee disposes of the common shares acquired under the ISO
more than two years after Cott grants the ISO and more than one year
following the date the optionee acquires the shares upon exercise of
the ISO, the optionee will recognize a long-term capital gain or loss
equal to the difference between the amount realized on the
disposition and the exercise price, provided that the optionee held
the shares as capital assets.

(3) If the optionee makes a disqualifying disposition of the shares, that
is, the optionee disposes of the shares within two years after Cott
grants the ISO or within one year after the optionee acquired the
shares, but all other requirements of section 422 of the Code are
met, the optionee generally will recognize ordinary income on
disposition of the shares in an amount equal to the lesser of (i) the
fair market value of the shares on the date of exercise minus the
exercise price, or (ii) the amount realized on disposition minus the
exercise price. Disqualifying dispositions of shares may also,
depending on the sales price, result in either long-term or
short-term capital gain or loss under the rules that govern other
stock dispositions, assuming that the optionee held the shares as
capital assets.

NQSOs. If options, when granted under the Option Plan, are non-qualified
stock options ("NQSOs") or if options, when granted, are intended to be ISOs but
fail to qualify as ISOs, the principal federal income tax consequences for the
optionee generally will be as follows:

(1) The optionee will not recognize taxable income on the grant of the
NQSO.

(2) The optionee will recognize compensation income at the time of the
exercise of the NQSO, in an amount equal to the excess of the fair
market value of the shares at the time of the exercise over the
exercise price.

(3) Gain or loss that the optionee recognizes after a subsequent
disposition of shares will be short-term or long-term capital gain or
loss, depending on whether the optionee holds the shares for more
than a year, provided that the shares are held by the optionee as
capital assets.

Foreign Tax Credit. If the optionee is a Canadian resident and is subject
to Canadian taxation on the grant or exercise of an option under the Option
Plan, the Canadian tax paid by the optionee may be creditable against the
optionee's United States federal income tax liability with respect to the
options, subject to certain limitations.

United States Citizens or Residents

ISOs. If all requirements of Section 422 of the Code, including the
holding and employment requirements described in (1) and (2) above under the
discussion of ISOs, are met, Cott's U.S. subsidiaries will not be entitled to
any federal income tax deduction with respect to an ISO. If any of the
requirements are not met, a U.S. subsidiary by whom the optionee is employed
will be allowed a federal income tax deduction to the extent of the compensation
income includable in the optionee's gross income.

NQSOs. Cott's U.S. subsidiaries will not be entitled to a deduction on the
grant of a NQSO. A U.S. subsidiary by whom the optionee is employed will be
entitled to a deduction to the extent of the compensation income recognized by
the optionee.

Section 162(m) of the Code generally limits the extent to which the
compensation paid to Cott's chief executive officer, or the person acting in
that capacity, and the four highest compensated executives other than the chief
executive officer (collectively, the "Covered Employees") is deductible by
Cott's U.S. subsidiaries when the annual compensation for any Covered Employee
exceeds $1,000,000 in a taxable year. Compensation for purposes of section
162(m) includes cash compensation and noncash benefits paid for services and may
include, with respect to NQSOs, the difference between the exercise price and
the market value of the shares at the time of exercise, subject to some
exclusions. However, section 162(m) will not apply to stock options issued with
an exercise price greater than or equal to the fair market value of the shares
on the date of grant, provided that the option plan is approved by a vote of
shareholders and certain other requirements are met. Accordingly, if you approve
Proposal No. 4, Cott believes that section 162(m) will not apply to limit any
deductions attributable to the exercise of options under the Option Plan.

THE DISCUSSION SET FORTH ABOVE IS ONLY A SUMMARY OF THE PRINCIPAL UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES RELATING TO PROPOSAL NO. 4. NO DISCUSSION
HAS BEEN INCLUDED REGARDING THE TAX CONSEQUENCES OF ANY FOREIGN (INCLUDING
CANADIAN), STATE, LOCAL OR OTHER TAX LAWS RELEVANT TO PROPOSAL NO. 4 OR TO AN
OPTIONEE ALTHOUGH THOSE TAX LAWS MAY SIGNIFICANTLY AFFECT COTT AND OPTIONEES.

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 January 3, 2004, Cott's 2003 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 25, 2004

APPENDIX A

ADOPTION OF EXECUTIVE INVESTMENT SHARE PURCHASE PLAN

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREOWNERS THAT:

1. the Executive Investment Share Purchase Plan described in the proxy
circular for Cott's Corporation's annual and special meeting of
shareowners to be held on April 27, 2004 under the heading "Proposal
No. 3 -- Executive Investment Share Purchase Plan", be and the same
is hereby authorized and approved;

2. any officer or director of Cott Corporation be and is hereby
authorized and directed, for and on behalf of Cott Corporation, to
execute and deliver all such documents and to do all such acts and
things as he or she may determine necessary or desirable in order to
carry out the foregoing provisions of this resolution, the execution
of any such document or the doing of any such acts and things being
conclusive evidence of such determination.

A-1

APPENDIX B

AMENDMENT TO THE COTT CORPORATION 1986 COMMON SHARE OPTION PLAN, AS AMENDED

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE SHAREOWNERS THAT:

1. the proposed amendment to Cott Corporation 1986 Common Share Option
Plan, as amended (the "Option Plan") increasing the maximum aggregate
number of common shares issuable pursuant to options granted under
the Option Plan from 12,000,000 common shares to 14,000,000 common
shares, which change is more particularly set out in the proxy
circular for Cott Corporation's annual and special meeting of
shareowners to be held on April 27, 2004 be and the same is hereby
authorized and approved; and

2. any officer or director of Cott Corporation be and is hereby
authorized and directed, for and on behalf of Cott Corporation, to
execute and deliver all such documents and to do all such acts and
things as he or she may determine to be necessary or desirable in
order to carry out the foregoing provisions of this resolution, the
execution of any such document or the doing of any such acts and
things being conclusive evidence of such determination.

B-1

APPENDIX C

COTT CORPORATION
EXECUTIVE INVESTMENT SHARE PURCHASE PLAN

ARTICLE I

PURPOSE AND ESTABLISHMENT OF THE PLAN

1.1 Purpose and Effective Date. The Company hereby establishes a Plan for
the purposes of rewarding certain Employees of Cott Corporation and its
affiliates for exceeding their respective annual performance objectives and to
which contributions for such purpose will be made by or on behalf of the Company
and its affiliates.

1.2 Shareholder Approval. Notwithstanding Section 1.1 the Plan shall not
be deemed effective unless it is approved by a majority of the Company's
shareholders at the Company's next annual shareholder meeting held after the
Effective Date.

1.3 Formula Plan. The Plan is intended as a "formula plan" within the
meaning of the NYSE shareholder approval rules that were approved by the
Securities and Exchange Commission on June 30, 2003, and contains an evergreen
formula for annual increases in the total number of Common Shares that can be
purchased for Benefiting Active Participants if they achieve subsequent years'
annual performance objectives.

1.4 Plan Document. Each new Active Participant shall be given a copy of
the Plan document. Thereafter, Participants may request a copy of the Plan
document and any amendments thereto from the Committee.

ARTICLE II

DEFINITIONS

The following capitalized terms shall have the meanings set forth in this
Article II. Any use of the singular shall include the plural and the plural the
singular, as applicable to the context in which the terms are used.

2.1 "Active Participant" means an Eligible Employee who has been
designated by the Committee as eligible to participate in the Plan for the
Fiscal Year.

2.2 "Annual Performance Objectives" means, with respect to each Fiscal
Year, the performance objectives established by the Committee for an Eligible
Employee, which objectives may be amended from time to time by the Committee in
its sole discretion.

2.3 "Benefit Amount" means the amount (stated in terms of Canadian
dollars) determined by the Committee, in its sole discretion, as the benefit
granted under the Plan to a Benefiting Active Participant for a Fiscal Year.

2.4 "Benefiting Active Participant" means with respect to a Fiscal Year,
an Active Participant who remains employed by an Employer as of such Fiscal Year
End and who exceeded 100% of his or her Annual Performance Objectives for that
Fiscal Year, as determined by the Committee.

2.5 "Board" means the board of directors of the Company.

2.6 "Committee" means the Human Resources and Compensation Committee of
the Board.

2.7 "Common Shares" means whole or fractional common shares in the capital
of the Company.

2.8 "Company" means Cott Corporation, a corporation amalgamated under the
laws of Canada.

2.9 "EISP Custodial Fund" means the trust fund established under the
Executive Investment Share Purchase Plan Custodial Trust Agreement.

2.10 "EISP Custodial Trust Agreement" means the agreement, as amended and
restated effective January 4, 2004 (formerly known as the Employee Savings Plan
Trust Agreement that was originally effective January 2, 2002), by and among the
Company, the Trustee, and the Agent (as defined therein) pursuant to which the
Vested Shares and any income attributable thereto are held by the Trustee.

2.11 "Effective Date" means January 4, 2004.

2.12 "Eligible Employee" means an Employee who is among a select group of
management Employees and who is designated by the Employer in its sole
discretion as eligible to participate in the Plan.

C-1

2.13 "Employee" means a full-time or part-time employee of an Employer.

2.14 "Employer" means the Company, Cott Beverages Inc., Cott Beverages
Limited, and any other affiliate designated as an Employer by the Committee.

2.15 "Executive Investment Share Purchase Fund ("EISP Fund")" means the
trust fund established under the Executive Investment Share Purchase Plan Trust
Agreement, which for purposes of the Plan constitutes an "Employee Benefit Plan"
as defined under the Tax Act.

2.16 "Executive Investment Share Purchase Plan Trust Agreement" means the
agreement effective January 4, 2004, by and among the Company, the Trustee, and
the Agent (as defined therein) to carry out the purposes of the Plan in respect
of Unvested Shares and any income attributable thereto in accordance with the
terms of the Plan.

2.17 "Fiscal Year" means the 12-month period beginning the first Sunday
following the immediately preceding Saturday closest to December 31st and ending
on the Fiscal Year End. The "First Fiscal Year" shall be the Fiscal Year that
begins on January 4, 2004.

2.18 "Fiscal Year Contribution" means the sum of the Benefit Amounts
determined under Section 4.1(b) for the Fiscal Year.

2.19 "Fiscal Year End" means, with respect to each Fiscal Year, the
Saturday closest to December 31 of such Fiscal Year.

2.20 "Grant Date" means, with respect to each Fiscal Year, the first day of
the next Fiscal Year.

2.21 "Normal Retirement" means retirement from office or employment with an
Employer (at the election of the Employee and as agreed to by the Employer)
coincident with or following the Employee's attainment of age 55.

2.22 "Notice of Exercise" means a notice in the form set out in the
attached Schedule B pursuant to which the UK Participant exercises his right to
acquire Common Shares in accordance with Section 5.11.

2.23 "NYSE" means the New York Stock Exchange.

2.24 "Option Agreement" means an agreement in the form set out in the
attached Schedule A.

2.25 "Participant" means any current Employee, Active Participant, or
Terminated Participant who has an account under the Plan.

2.26 "Permanent Disability" means the complete and permanent incapacity of
a Participant, as determined by a licensed medical practitioner approved by the
Committee, due to a medically determinable physical or mental impairment which
prevents such Participant from performing substantially all of the essential
duties of his or her office or employment.

2.27 "Plan" means the Cott Corporation Executive Investment Share Purchase
Plan, as amended from time to time.

2.28 "Prevailing Market Price" means, for each Fiscal Year, the prevailing
market price as determined under Section 4.3(a).

2.29 "Qualifying Take-Over Bid" means a take-over bid within the meaning of
the Securities Act (Ontario), other than a take-over bid exempt from the
requirements of Part XX of such Act pursuant to Sections 93(1)(b) or (c)
thereof.

2.30 "Tax Act" means the Income Tax Act (Canada) and all regulations and
policies made thereunder, as amended or restated from time to time. Any
reference in the Agreement to a provision of the Tax Act includes any successor
provision thereto.

2.31 "Term" means the ten-year period beginning on the Effective Date and
ending on the Fiscal Year End of the 10th year.

2.32 "Terminated Participant" means a Participant who has incurred a
Termination Date and shall include, where context requires, the personal
representative(s) of a Participant.

2.33 "Termination Date" means the Participant's last day of active service
with the Employer (determined without regard to any notice of termination owing
pursuant to statute, regulation, agreement or common law).

2.34 "Trust Agreements" means, collectively, the Executive Investment Share
Purchase Plan Trust Agreement and the EISP Custodial Trust Agreement.
C-2

2.35 "Trustee" means The Canada Trust Company or its successor trustee
under the Trust Agreements.

2.36 "UK Participant" means a Participant who is taxable under the laws of
the United Kingdom in respect of Common Shares acquired under the Plan.

2.37 "Unacquired Shares" means, in respect of the UK Participants only,
Unvested Shares which would have become Vested Shares on the potential Vesting
Date had the UK Participant exercised his right to acquire such Unvested Shares
in accordance with Section 5.11.

2.38 "Unvested Shares" means the Common Shares acquired on behalf of a
Participant in which the Participant's interest has not fully vested under the
Plan.

2.39 "Vesting Date" means the date that the Common Shares vest pursuant to
Article V hereof.

2.40 "Vested Shares" means the Common Shares that have vested in accordance
with the terms hereof which are held by the Trustee for the benefit of
Participants.

ARTICLE III

PARTICIPATION

3.1 Enrollment for Fiscal Year. Active Participants for a Fiscal Year who
were Eligible Employees on or before the immediately preceding Fiscal Year End
shall be automatically enrolled in the Plan effective as of the first day of
such Fiscal Year. Eligible Employees who are designated as Active Participants
for a Fiscal Year following the first day of such Fiscal Year shall be
automatically enrolled in the Plan as of the date of such designation.

3.2 Annual Performance Objectives. Prior to or coincident with his or her
enrollment for a Fiscal Year, each Active Participant will be informed of his or
her Annual Performance Objectives for such Fiscal Year.

ARTICLE IV

OPERATION OF THE PLAN

4.1 Determination of Benefits. Within 120 days after each Fiscal Year
End, the Committee shall determine in respect of such Fiscal Year:

(a) the Benefiting Active Participants;

(b) the Benefit Amount to be awarded to each Benefiting Active
Participant for such Fiscal Year; and

4.2 Contribution to EISP Fund. No later than 30 days following the
determinations by the Committee under Section 4.1, the Company shall:

(a) either contribute the Fiscal Year Contribution to the EISP Fund
and seek reimbursement from the other participating Employers, or
cause each Employer to contribute its respective share of the
Fiscal Year Contribution to the EISP Fund, such share representing
the sum of the Benefit Amounts allocated to the Employer's
Benefiting Active Participants for such Fiscal Year; or

(b) forward to the Trustee a list of the Benefiting Active
Participants and their respective Benefit Amounts determined under
Section 4.1(b).

4.3 Purchase of Common Shares.

(a) Common Shares Purchased for Fiscal Year: As soon as practicable
after the Fiscal Year Contribution is contributed to the EISC
Fund, the Trustee shall purchase the maximum number of Common
Shares that can be purchased on the Toronto Stock Exchange with
such Fiscal Year Contribution at the prevailing market price for
Common Shares as of the time and date of such purchase.

C-3

(b) Maximum Number of Common Shares for Fiscal Year: Notwithstanding
the foregoing, in no event shall the number of Common Shares
purchased under the Plan with respect to a Fiscal Year exceed the
following limitations:

(i) First Fiscal Year: The maximum number of Common Shares that
can be purchased with the Fiscal Year Contribution for the
First Fiscal Year shall not exceed 0.5% of the total number of
Common Shares outstanding as of the first day of the First
Fiscal Year.

(ii) Subsequent Fiscal Years: For each Fiscal Year following the
First Fiscal Year, the maximum number of Common Shares that
can be purchased under the Plan with the Fiscal Year
Contribution for such Fiscal Year shall be the sum of the
following:

(1) the maximum number of Common Shares determined for the
immediately preceding Fiscal Year; plus

(2) .5% of the total number of Common Shares outstanding as of
the first day of such Fiscal Year.

4.4 Applicable Law. The purchase of Common Shares by the Trustee shall at
all times and in all respects comply with all applicable law, including, without
limitation, the rules, regulations and by-laws of the Toronto Stock Exchange,
and the policies and regulations of applicable securities regulatory
authorities.

4.5 Return of Employer Contributions. In the case an Employer
Contribution is made under a mistake of fact (to include, without limitation,
the fact whether shareholder approval as required by Section 1.2 has been
properly obtained) the amount of such contribution due solely to such mistake of
fact shall be returned to the Employer before the end of the Fiscal Year in
which it was made, and the Participant's account shall be adjusted accordingly.

ARTICLE V

ALLOCATION AND VESTING

5.1 Allocation for Fiscal Year. Following the acquisition of Common
Shares pursuant to Section 4.3, the Trustee shall, when directed by the
Committee, determine the number of Common Shares to be allocated to each
Benefiting Active Participant's account under the EISP Fund as of the Grant Date
for the Fiscal Year by dividing the Benefiting Active Participant's Benefit
Amount for such Fiscal Year by the Prevailing Market Price. In respect of the UK
Participants, this Section 5.1 is subject to Section 5.3.

5.2 Reallocation of Forfeited Shares. On or before the Fiscal Year End,
Unvested Shares that are forfeited under the Plan for any reason during a Fiscal
Year shall be reallocated effective as of the Grant Date for such Fiscal Year
among the Benefiting Active Participants designated for such Fiscal Year. Any
Unvested Shares that are forfeited during a Fiscal Year beginning after
expiration of the Term shall be reallocated, effective as of the Plan's last
Grant Date, at such Fiscal Year End among the Participants in the Plan as of
such Fiscal Year End. In respect of the UK Participants, this Section 5.2 is
subject to Section 5.3.

5.3 Grant of Option to Acquire Common Shares (UK Participants
only). Within 60 days of the allocation of Common Shares to a UK Participant's
account in accordance with Section 5.1 or 5.2, the Company shall send the UK
Participant an Option Agreement and, if the UK Participant does not execute and
return a copy of such Option Agreement to the Company within 30 days of receipt,
the Company shall determine in its discretion that the UK Participant will not
be entitled to acquire the relevant allocated Common Shares and/or to receive
any future allocation of Common Shares pursuant to Section 5.1 or 5.2. For the
avoidance of doubt, the date on which the UK Participant executes the Option
Agreement shall be the date of grant of the option to acquire the relevant
Common Shares notwithstanding that it differs from the Grant Date (which shall
still be the relevant date for determining when Unvested Shares subject to the
option vest pursuant to Section 5.4).

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5.4 Normal Vesting. Except as otherwise provided under the Plan (and, in
particular subject to Section 5.11 in respect of the UK Participants), Common
Shares allocated to Benefiting Active Participants under Section 5.1 and 5.2
shall vest in accordance with the following vesting schedule:

VESTING SCHEDULE

MULTIPLE OF GRANT DATE % VESTED TOTAL % VESTED
---------------------- -------- --------------

1st Anniversary of Grant Date............................... 30% 30%
2nd Anniversary of Grant Date............................... 30% 60%
3rd Anniversary of Grant Date............................... 40% 100%

5.5 Accelerated Vesting upon Termination of Employment. If a Participant
terminates employment due to death, Normal Retirement, or Permanent Disability,
all Unvested Shares that are allocated to the Participant's account as of the
Termination Date or allocable for the Fiscal Year in which the Termination Date
occurs, shall become Vested Shares and paid or distributed to the Participant in
accordance with Section 7.3. In respect of the UK Participants, this Section 5.5
is subject to Section 5.11.

5.6 Accelerated Vesting upon Plan Termination. If the Plan is terminated
and continued vesting under Section 5.4 ceases in connection therewith, then all
Unvested Shares allocated to a Participant as of the date of such Plan
termination or allocable for the Fiscal Year in which the Plan termination
occurs shall become Vested Shares and paid or distributed to the Participant in
accordance with Section 7.3. Accelerated vesting under this Section 5.6 shall
not apply if Participants are permitted to continue to vest in their accounts
following termination of the Plan. In respect of the UK Participants, this
Section 5.6 is subject to Section 5.11.

5.7 Vesting Upon Change in Control. Notwithstanding any other provisions
of the Plan, all Unvested Shares credited to a Participant shall immediately
become Vested Shares of the Participant on the effective date of:

(a) a consolidation, merger or amalgamation of the Company with or
into any other corporation whereby the voting shareholders of the
Company immediately prior to such event receive less than 50% of
the voting shares of the consolidated, merged or amalgamated
corporation;

(b) a sale by the Company of all or substantially all of the Company's
undertakings and assets; or

(c) a proposal by or with respect to the Company being made in
connection with a liquidation, dissolution or winding-up of the
Company.

In respect of the UK Participants, this Section 5.7 is subject to Section 5.11.

5.8 Vesting upon Qualifying Take-Over Bid.

(a) With Right of Tender. If a Qualifying Take-Over Bid that permits
tendering by notice of guaranteed delivery is made for the Common
Shares, all Unvested Shares shall immediately vest conditional
upon the successful completion of such Qualifying Take-Over Bid,
and each Participant shall have the right to tender his or her
Unvested Shares to the Qualifying Take-Over Bid by notice of
guaranteed delivery.

(b) Without Right of Tender. If a Qualifying Take-Over Bid that does
not permit tendering by notice of guaranteed delivery is made for
the Common Shares, upon consummation of the Qualifying Take-Over
Bid and subject to compliance with all applicable laws and
regulations, the Company shall repurchase all Unvested Shares held
by Participants at a purchase price equal to the offer price under
such Qualifying Take-Over Bid.

(c) Reasonable Steps. The Company will take all reasonable steps
necessary to facilitate or guarantee the Participants' exercise of
the rights described above.

In respect of the UK Participants, the provisions of Sections 5.8(a) and (b) are
subject to Section 5.11.

5.9 Transfer to EISP Custodial Fund. Unless paid out in accordance with
Article VII, all Unvested Shares that vest in accordance with the terms of the
Plan shall be distributed from the EISP Fund, registered in the respective
Participant's name, or as otherwise permitted under the Plan, and transferred to
the Participant's account under the EISP Custodial Fund. Until distributed to
the Participant, the Trustee shall hold all such Vested Shares in accordance
with the terms of the EISP Custodial Trust Agreement.

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5.10 Restrictions on Vested Shares. Except as set forth in the Company's
policies respecting the trading of the Common Shares by employees or law, Vested
Shares are not subject to any restrictions concerning their sale or use.

5.11 Requirement to Exercise Right to Acquire Unvested Shares (UK
Participants Only). Unvested Shares allocated to a UK Participant's account
shall not become Vested Shares unless the UK Participant has exercised his right
to acquire the relevant Unvested Shares on or before the potential Vesting Date
by completing and sending a Notice of Exercise to the Company. For the avoidance
of doubt, a UK Participant may exercise his or her right to acquire the Unvested
Shares allocated to the UK Participant's account by sending a completed Notice
of Exercise in advance of a potential Vesting Date but with such exercise being
conditional on the Unvested Shares otherwise satisfying the requirements for
vesting as set out in this Article V.

ARTICLE VI

UNVESTED SHARES

6.1 Prohibition against Alienation. A Participant shall not, directly or
indirectly, assign, transfer, or encumber in any manner whatsoever any rights in
and to the Unvested Shares held on his or her behalf under this Plan.

6.2 Forfeiture of Unvested Shares and Unacquired Shares.

(a) Forfeiture of Unvested Shares. Except as determined otherwise by
the Committee in its sole discretion, if Participant's employment
terminates for any reason other than those set forth in Section
5.5, such Terminated Participant shall forfeit all rights
regarding the Unvested Shares allocated to his or her account as
of the Termination Date. The Unvested Shares so forfeited shall be
reallocated in accordance with Section 5.2.

(b) Forfeiture of Unacquired Shares (UK Participants Only). Except as
determined otherwise by the Committee in its sole discretion, a UK
Participant shall forfeit all rights regarding Unacquired Shares
immediately after the potential Vesting Date in respect of such
Unacquired Shares. The Unacquired Shares so forfeited shall be
reallocated in accordance with Section 5.2.

ARTICLE VII

WITHDRAWALS AND DISTRIBUTIONS

7.1 Withdrawal of Vested Interest. A Participant may, at any time and
from time to time, by a written notice to the Company in the form approved by
the Committee, request:

(a) subject to Section 7.4, the delivery to him or her of the
certificates representing all or a portion of the Vested Shares
held in the Participant's account under the EISP Custodial Fund;
or

(b) a cheque representing the cash equivalent (determined in
accordance with Section 7.2) of all or a portion of the Vested
Shares held in the Participant's account.

7.2 Valuation of Vested Shares. In respect of a Participant's election to
receive the cash equivalent of Vested Shares, the Trustee shall, as soon as
practicable following receipt of such election, sell the requested number of
Vested Shares on the Toronto Stock Exchange at the prevailing market price of
Common Shares as of the time and date of such sale.

7.3 Payout of Vested Interest at Termination. A Terminated Participant
must deliver written direction, in the manner prescribed by the Committee, to
the Committee within ninety (90) days following his or her Termination Date to
either:

(a) elect, in accordance with Section 7.1(b), to convert all Vested
Shares credited to his or her account under the EISP Custodial
Fund as of the Termination Date to their cash equivalent and
receive a cheque for the proceeds realized; or

(b) request delivery to him or her of share certificates evidencing
all such Vested Shares.

If a Terminated Participant fails to deliver such written direction to the
Committee within said ninety (90)-day period, the Committee, subject to Section
7.4, shall instruct the Trustee to deliver to the Terminated Participant the
share certificates evidencing all of the Vested Shares credited to the
Terminated Participant's account as of the Termination Date.

C-6

7.4 No Partial Shares. Only certificates representing whole Common Shares
shall be delivered under Sections 7.1(a) and 7.3(b). If a Participant is
entitled to a fraction of a Common Share, such entitlement shall be satisfied by
payment of the cash equivalent of such fraction, determined in accordance with
Section 7.2.

ARTICLE VIII

ACCOUNTING AND REPORTING

8.1 Accounts. An account or accounts, as appropriate under the Plan and
Trustee, shall be maintained for each Participant in which there will be
recorded all contributed amounts allocated to such Participant, the number of
Unvested Shares acquired on behalf of such Participant, the number of Vested
Shares and their Vesting Dates, the market value of such Unvested Shares and
Vested Shares, forfeited Unvested Shares, dividends paid, and such other
information as may be necessary or advisable in connection with the
administration of this Plan.

8.2 Account Statements. A Participant will be provided with a summary of
his or her accounts under the Plan at least as frequently as annually.

ARTICLE IX

DIVIDENDS AND OTHER RIGHTS

9.1 Cash Earnings. Cash dividends or earnings, if any, received by the
Trustee in a Fiscal Year in respect of a Participant's Vested or Unvested Shares
shall be used to purchase additional Common Shares. All such additional Common
Shares shall be deemed to be fully vested as of the date of purchase and either
distributed in accordance with Article VII or allocated to the Participant's
account under the EISP Custodial Fund, as applicable.

9.2 Stock Dividends. Stock dividends, if any, received by the Trustee in
a Fiscal Year in respect of a Participant's Vested or Unvested Shares shall be
deemed to be fully vested upon receipt and either distributed in accordance with
Article VII or allocated to the Participant's account under the EISP Custodial
Fund, as applicable.

9.3 Subscription Rights. If the Trustee becomes entitled to subscribe for
additional shares or securities of the Company by virtue of the Trustee being
the registered holder of the Common Shares in the EISP Fund, the Trustee, if so
requested by the Company and if the Company provides the Trustee with all
amounts necessary to exercise such subscription rights with respect to said
Common Shares, shall exercise such rights in the name of the Trustee on behalf
of the Company. All such additional Common Shares shall be deemed to be fully
vested upon receipt by the Trustee and either distributed in accordance with
Article VII or allocated to the Participant accounts under the EISP Custodial
Fund, as applicable.

9.4 Voting Rights. By virtue of being the registered holder of the Common
Shares held in the EISP Fund, the Trustee is entitled to attend all Company
shareholder meetings on the Participants' behalf. The Trustee shall vote the
rights associated with such Common Shares as instructed from time to time by the
Company and, if no such instructions are received, the Trustee shall refrain
from voting.

9.5 Notification of Rights. The Company shall promptly transmit to each
Participant all notices of conversion, redemption, tender, exchange,
subscription, class action, claim in insolvency proceedings or other rights or
powers that the Company receives from the Trustee relating to the Common Shares.
Notwithstanding the foregoing, the Participants shall have no ability to
exercise any rights associated with Unvested Shares.

ARTICLE X

TAX MATTERS

10.1 Obligation to Withhold. If, for any reason whatsoever, the Trustee
and/or an Employer becomes obligated to withhold and/or remit to any applicable
tax authority (whether domestic or foreign) any amount in connection with this
Plan in respect of a Participant, then the Trustee or the Employer, as the case
may be, shall provide written notice of such obligation to the Participant and
shall make the necessary arrangements, as acceptable to the Trustee or the
Employer, in connection with the amount which must be withheld and/or remitted.

10.2 Taxation upon Vesting. Upon the vesting of any Common Shares pursuant
to the terms of this Plan, the Trustee shall, in respect of each Participant,
provide the Company with written notice of the amount vested and the market
value of the Vested Shares. The Company shall be responsible for reporting the
Participant's vested amount as income to the Canadian or any other applicable
tax authority. The Trustee shall, in respect of each Participant, be

C-7

responsible for reporting to the applicable tax authority any income allocated
and paid to the Participant in accordance with section 9.1 hereof.

10.3 UK Taxation. If, for any reason whatsoever, the Trustee and/or an
Employer becomes obligated to make any tax payment or primary Class 1 national
insurance contribution in the United Kingdom, in either case in respect of a
Participant whose shares have vested in accordance with this Plan, then, by
virtue of his or her participation in the Plan, each Participant acknowledges
that the Trustee and/or the Employer shall be entitled to recover all such
amounts from the Participant by deduction, withholding or by any other means
whatsoever. The Company may also require a UK Participant to enter into a
taxation agreement that is contained within an Option Agreement.

ARTICLE XI

AMENDMENT, TERMINATION AND ADMINISTRATION

11.1 Right to Amend and Terminate.

(a) General Right. Except as restricted by Section 11.2: (i) the
Committee or the Board may amend any provisions of the Plan or
Trust Agreements at any time, and (ii) the Committee or Board may
terminate the Plan at any time prior to expiration of the Term.

(b) No Shareholder Approval. Notwithstanding Section 11.1(a), in the
event shareholder approval is not obtained as required by Section
1.2 the Plan shall be deemed null and void as of the date of the
Company's annual shareholder meeting described in Section 1.2

11.2 Restrictions. Notwithstanding Section 11.1(a) but subject to Section
12.3, no such amendment or termination of the Plan shall divest any Participant
of his or her existing rights under the Plan with respect to the Common Shares
allocated or allocable to his or her accounts without the prior written consent
of the Participant. No amendment of the Plan or Trust Agreements shall affect
the rights and duties of the Trustee without its prior written consent.

11.3 Plan Administration. The Committee or the Board may by resolution
make, amend, or repeal at any time and from time to time such rules or
regulations not inconsistent herewith as it may deem necessary or advisable for
the proper administration and operation of this Plan. In particular, the Board
may delegate to any officers of an Employer such administrative duties and
powers as it may see fit with respect to this Plan.

11.4 Plan Interpretation. Any questions of interpretation of the Plan will
be submitted to the Committee for resolution. Any resolution of such a question
of interpretation of the Plan by the Committee shall be final in all respects,
and in particular, shall not be subject to any appeals whatsoever.

11.5 Authorized Officers. Two officers of the Company, one of whom must be
the Chief Executive Officer, the Chief Financial Officer, the Senior Vice
President, Corporate Resources or the Secretary, are hereby authorized to sign
and execute all instruments and documents and do all things necessary or
desirable for carrying out the provisions of the Plan and Trust Agreements. The
Trustee shall be entitled to rely on a certificate of any one of the Chief
Executive Officer, the Chief Financial Officer, the Senior Vice President,
Corporate Resources or the Secretary as to any of the following matters:

(a) the date an Active Participant commences participation in the
Plan;

(b) a Participant's Termination Date; and

ARTICLE XII

GENERAL

12.1 Governing Law. The Plan and the Trust Agreements are established
under the laws of the Province of Ontario and the rights of all parties and the
construction and effect of each and every provision of this Plan and the Trust
Agreements shall be according to the laws of the Province of Ontario and the
laws of Canada applicable therein.

12.2 Binding and Assignment. This Plan and the Trust Agreements shall
inure to the benefit of and be binding upon Cott, its successors and assigns.
The interest hereunder of any Participant shall not be transferable or alienable
by such Participant either by assignment or in any other manner whatsoever and,
during his or her lifetime, shall be vested

C-8

only in him or her, but, upon such Participant's death, shall inure to the
benefit of and be binding upon the personal representatives of the Participant.

12.3 Plan Non-Contractual.

(a) No Employment Rights. Nothing contained in this Plan shall be
construed as promise to any person of continued employment with an
Employer, and nothing contained in this Plan shall be construed as
an agreement or commitment on the part of an Employer to continue
the employment or the rate of compensation of any person for any
period. Following the Effective Date, all Employees of an Employer
shall remain subject to discharge to the same extent as if the
Plan had never been put into effect.

(b) No Rights Absent Shareholder Approval. In the event it is deemed
that the Plan is not effective and nullified pursuant to Sections
1.2 and 11.1(b), each Active Participant designated for the First
Fiscal Year shall thereupon be deemed to have a zero dollar
($0.00) Benefit Amount for the First Fiscal Year and to have no
existing rights under the Plan.

NOW, THEREFORE, the Company hereby executes the Plan as of the Effective
Date.

COTT CORPORATION

Per: "Catherine Brennan"
--------------------------------------
Name: Catherine Brennan
Title: Vice President, Treasurer

COTT BEVERAGES INC.

Per: "Catherine Brennan"
--------------------------------------
Name: Catherine Brennan
Title: Vice President, Treasurer

COTT BEVERAGES LIMITED

Per: "Raymond P. Silcock"
--------------------------------------
Name: Raymond P. Silcock
Title: Director

C-9

APPENDIX D

RESTATED 1986 COMMON SHARE OPTION PLAN
OF
COTT CORPORATION/CORPORATION COTT
AS AMENDED THROUGH MARCH 2, 2004

1. INTERPRETATION. In this Plan, the following terms shall have the
following meanings:

(a) "ADMINISTRATORS" means the Board or any other members of the Board
as may be designated by the Board from time to time to administer
the Plan;

(b) "BOARD" means the Board of Directors of the Corporation;

(c) "CANADIAN PARTICIPANT" means a Participant who is taxed under the
laws of Canada with respect to Options granted under the Plan;

(d) "CORPORATION" means Cott Corporation;

(e) "EMPLOYER" means (a) the Corporation, (b) any direct or indirect
subsidiary of the Corporation, defined as a corporation in an
unbroken chain of corporations, if at the time the Option is
granted, each corporation other than the employer corporation owns
50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain, or (c) any
direct or indirect parent of the Corporation, if at the time the
Option is granted, each corporation other than the employer
corporation owns 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the
chain;

(f) "EVENT OF TERMINATION" means the termination or expiry of the
engagement or agreement with a Service Provider or the voluntary
or involuntary termination of employment, retirement, leaving of
employment because of disability or the death of a Participant,
provided that for the purposes of the Plan, no Event of
Termination shall be deemed to have occurred if:

(i) contemporaneously with such Event of Termination involving a
Participant who is an employee, such Participant continues to
be or becomes engaged as a Service Provider; and

(ii) a resolution of the Administrators or the Board is passed
within 60 days of such Event of Termination confirming the
non-termination of such Participant's Options pursuant to
Section 16 hereof;

(g) "FAIR MARKET VALUE" means the closing price of the Shares on The
Toronto Stock Exchange on the last trading day on which Shares
traded prior to the date on which an Option is granted provided
that if no Shares traded in the five trading days prior to the
date on which an Option is granted, the Fair Market Value shall be
the average of the closing bid and ask prices on the last trading
day prior to the date on which an Option is granted;

(h) "INCENTIVE OPTION" means an Option designated as such by the Plan
or the Administrators:

(i) that is granted to a Participant who is an employee of an
Employer on the date the Option is granted;

(ii) that has an exercise price (a) not less than the Fair Market
Value of the Shares on the date such Option is granted to a
Participant who is not a Substantial Shareholder, or (b) not
less than 110% of the Fair Market Value of the Shares on the
date such Option is granted to a Substantial Shareholder;

(iii) that expires and shall not be exercisable after (a) the
expiration of ten years from the date on which the Option is
granted to a Participant who is not a Substantial Shareholder,
and (b) the expiration of five years from the date on which
the Option is granted to a Substantial Shareholder;

(iv) to the extent that the aggregate Fair Market Value of Shares
subject to an Option, determined on the date on which the
Option is granted, which may first become exercisable by a
Participant in any calendar year under all Incentive Options
granted under plans of the Employer shall not exceed
U.S.$100,000.00;

D-1

(v) that is granted within ten years from the earlier of (a) the
date the Plan is adopted, or (b) the date the Plan is approved
by the shareholders under Section 26; and

(vi) that is not transferrable by such Participant (other than by
will or the laws of descent and distribution) and is
exercisable only by the Participant during the Participant's
lifetime;

(i) "NON-INCENTIVE OPTION" means any Option which is not an Incentive
Option;

(j) "OPTIONS" means options granted under the Plan to purchase Shares;

(k) "PARTICIPANT" means such directors, officers, employees and
Service Providers of the Corporation or its Subsidiaries as are
designated by the Administrators to participate in the Plan;

(l) "PERSONAL HOLDING CORPORATION": a corporation shall qualify as a
"Personal Holding Corporation" of a Participant provided,

(i) the corporation is controlled by such Participant, and

(ii) the issued and outstanding voting shares of the corporation
are beneficially owned, directly or indirectly, by such
Participant and/or the spouse, children and/or grandchildren
of such Participant;

(m) "PLAN" means this Restated 1986 Common Share Option Plan; provided
that with respect to the grant of Options to U.K. Participants
pursuant to the U.K. Plan, "Plan" shall be deemed to mean the
Restated 1986 Common Share Option Plan as supplemented by the U.K.
Sub-Plan;

(n) "SERVICE PROVIDER" means any person or company engaged to provide
ongoing management or consulting services for the Corporation or
for a Subsidiary;

(o) "SHARES" means the common shares of the Corporation;

(p) "SUBSIDIARY" has the meaning assigned thereto in the Securities
Act (Ontario) and "Subsidiaries" shall have a corresponding
meaning;

(q) "SUBSTANTIAL SHAREHOLDER" means a Participant who directly or
indirectly owns more than 10% of the total combined voting power
of all classes of stock of any Employer, taking into account (a)
all stock considered to be owned by or for the Participant's
brothers, sisters, spouse, ancestors, or lineal descendants, and
(b) the proportionate share of stock owned through the
Participant's direct or indirect interest in a corporation,
partnership, estate or trust;

(r) "TRUST" means a trust governed by a registered retirement savings
plan established by and for the benefit of a Participant and
"TRUSTS" shall have a corresponding meaning;

(s) "U.K. PARTICIPANT" means a Participant who is taxed under the laws
of the United Kingdom with respect to Options granted under the
Plan;

(t) "U.K. SUB-PLAN" means the 1995 U.K. Approved Rules dated November
16, 1995, as amended, as originally approved by the Board as of
October 31, 1995; and

(u) "U.S. PARTICIPANT" means a Participant who is taxed under the laws
of the United States of America with respect to Options granted
under the Plan.

2. PURPOSE. The purpose of the Plan is to advance the interests of the
Corporation and its shareholders by providing to the directors, officers,
employees and other Service Providers of the Corporation and those of its
Subsidiaries a performance incentive for continued and improved service with the
Corporation and its Subsidiaries and by enhancing such persons' contribution to
increased profits by encouraging capital accumulation and share ownership.

3. SHARES SUBJECT TO THE PLAN. The shares subject to the Plan shall be
Shares. The Shares for which Options are granted shall be authorized but
unissued Shares. The aggregate number of Shares which may be issued under the
Plan is limited to 14,000,000 subject to increase or decrease by reason of
amalgamation, rights offerings, reclassifications, consolidations or
subdivisions, as provided in Section 15 hereof, or as may otherwise be permitted
by applicable law. If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares that were
subject thereto shall, unless this Plan shall have been terminated, become
available for future grant under this Plan.

D-2

4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Administrators. Subject to Section 10 hereof, the Administrators shall have the
power and authority to:

(a) adopt rules and regulations for implementing the Plan;

(b) determine the eligibility of persons to participate in the Plan,
when Options to eligible persons shall be granted, the number of
Shares subject to each Option and the vesting period for each
Option;

(d) subject to statutory and regulatory requirements, make exceptions
to the Plan in circumstances which they determine to be
exceptional;

(e) delegate any or all of their power and authority under (a), (b),
(c) and (d) above to such persons or groups of persons on such
terms and on such conditions as the Administrators may in their
absolute discretion determine, and without limiting the generality
of the foregoing, such delegations(s) may be with respect to those
aspects of the Plan relating to directors, officers and employees
of the Corporation or its Subsidiaries; and

(f) take such other steps as they determine to be necessary or
desirable to give effect to the Plan.

Any decision, approval or determination made by a person or group of persons
delegated the ability to make such decision, approval or determination pursuant
to (e) above shall be deemed to be a decision, approval or determination, as the
case may be, of the Administrators.

5. ELIGIBLE PERSONS. Such directors, officers, employees and Service
Providers of the Corporation and its Subsidiaries as are designated by the
Administrators shall be entitled to participate in the Plan.

6. AGREEMENT. All Options granted hereunder shall be evidenced by an
agreement between the Corporation and the Participant substantially in the form
of the applicable agreement set out in Schedule 1, or any other form of
agreement acceptable to the Administrators.

7. GRANT OF OPTIONS. Subject to Sections 3 and 10, the Administrators
may, from time to time, grant Options to Participants to purchase that number of
Shares that the Administrators, in their absolute discretion, determine. In the
absence of any provision in the terms of the grant to the contrary, any Option
granted to a U.S. Participant (other than a U.S. Participant who is a Service
Provider or is a director and not also an employee of the Corporation or a
Subsidiary) shall be (a) an Incentive Option with respect to the maximum number
of Shares permissible under the Plan, and (b) a Non-Incentive Option with
respect to all other Shares.

8. PARTICIPANTS' RETIREMENT SAVINGS PLANS. Participants, other than U.S.
Participants, may, in their sole discretion, elect to have some or all of the
Options granted to them granted to a Trust governed by a registered retirement
savings plan established by and for the sole benefit of such Participant. Such
election must be made prior to the execution of the agreement referred to in
Section 6 and shall be evidenced in such agreement. For the purposes of this
Plan, Options held by Trusts established for the benefit of the Participant
shall be considered to be held by that Participant.

9. PARTICIPANTS' PERSONAL HOLDING CORPORATION. Participants who are
Canadian Participants may, in their sole discretion, elect to have some or all
of any Options granted to a Personal Holding Corporation. Such election must be
made prior to the execution of the agreement referred to in Section 6 and shall
be evidenced in such agreement. For the purposes of this Plan, Options held by
the Personal Holding Corporation of a Canadian Participant shall be considered
to be held by that Participant. Any Options held by the Personal Holding
Corporation of a Canadian Participant shall terminate immediately upon that
corporation ceasing to qualify as a Personal Holding Corporation as provided by
Section 1(k) hereof.

10. LIMIT ON RESERVATION AND ISSUANCE OF SHARES.

(a) The aggregate number of Shares reserved for issuance pursuant to
Options granted under the Plan and any other share compensation
arrangement:

(i) shall not exceed 15% of the aggregate Shares outstanding on the
date of grant; and

(ii) to any Participant, shall not exceed 5% of the aggregate
Shares outstanding on the date of grant.

D-3

(b) The aggregate number of Shares which may be issued, within a
one-year period, pursuant to Options granted under the Plan and any
other share compensation arrangement:

(i) to insiders, shall not exceed 10% of the aggregate Shares
outstanding on the date of grant; and

(ii) to any one insider, together with such insider's associates,
shall not exceed 5% of the aggregate Shares outstanding on the
date of grant;

excluding Shares issued pursuant to share compensation arrangements
over the preceding one-year period.

11. EXERCISE PRICE. The exercise price per Share shall be not less than
the Fair Market Value of a Share on the date the Option is granted and, with
respect to grants to Substantial Shareholders who are also U.S. Participants,
not less than 110% of the Fair Market Value of a Share on the date the Option is
granted.

12. TERM OF OPTION. The term of each Option hereafter granted shall be
determined by the Administrators, provided that no Option shall be exercisable
after ten years from the date on which it is granted.

13. SHARES AVAILABLE FOR PURCHASE. Subject to Sections 16 and 17, the
Shares subject to each Option granted shall become available for purchase by the
Participant on the date or dates determined by the Administrators when the
Option is granted.

14. EXERCISE OF OPTION. An Option may be exercised at any time, or from
time to time, during its term as to any number of whole Shares which are then
available for purchase. A Participant electing to exercise an Option on his or
her own behalf or on behalf of a Trust or Personal Holding Corporation shall
give written notice of the election to the Administrators, substantially in the
form of the applicable election set out in Schedule 2, or in any other form
acceptable to the Administrators. The aggregate amount to be paid for the Shares
to be acquired pursuant to the exercise of an Option shall accompany the written
notice.

Upon actual receipt by the Corporation of written notice and a cheque for
the aggregate exercise price, the person (including a trustee, in the case of
the exercise of Options by a Trust) exercising the Option shall be registered on
the books of the Corporation as the holder of the appropriate number of Shares.
No person shall enjoy any part of the rights or privileges of a holder of Shares
subject to Options until that person becomes the holder of record of those
Shares.

15. CERTAIN ADJUSTMENTS. If the number of outstanding Shares is materially
affected as a result of the amalgamation or merger of the Corporation with
another corporation, a rights offering, or the reclassification, consolidation
or subdivision of the Shares, the Participant shall be entitled, upon payment of
the consideration paid by the holders of Shares who received securities and/or
property in the course of the amalgamation, merger, rights offering,
reclassification, consolidation or subdivision, to acquire those securities
and/or property that the Participant would have received as a result of that
event if the Participant had exercised the Option immediately before that event
occurred.

16. TERMINATION OF EMPLOYMENT. Upon the occurrence of an Event of
Termination, the Options granted to the affected Participant or to a Trust
established for the benefit of such Participant or to a Personal Holding
Corporation of such Participant may be exercised only before the earlier of,

(i) the expiry of the Options; and

(ii) 60 days from the date of the Event of Termination (unless the
Event of Termination is the total disability, retirement or death
of the Participant);

(iii) three years from the date of the Event of Termination (if the
Event of Termination relates to the total and permanent
disability or retirement of the Participant); or

(iv) 365 days from the date of the Event of Termination (if the Event
of Termination relates to the death of the Participant);

and, except as provided below in respect of an Event of Termination relating to
the death of a Participant, only in respect of Shares which were available for
purchase at the date of the Event of Termination. The right to purchase Shares
which have not yet become available for purchase shall, except as provided below
in respect of an Event of Termination relating to the death of a Participant,
cease immediately on the date of the Event of Termination. All Options granted
to a Participant shall, notwithstanding anything to the contrary contained in
the terms relating to such grant of Options, immediately vest and be
exerciseable upon the death of such Participant and all Shares subject to such
Options shall be immediately available for purchase.
D-4

17. AMALGAMATION, LIQUIDATION OR CHANGE OF CONTROL.

If there is:

(i) a consolidation, merger or amalgamation of the Corporation with or
into any other Corporation whereby the voting shareholders of the
Corporation immediately prior to such event receive less than 50%
of the voting shares of the consolidated, merged or amalgamated
corporation;

(ii) a sale by the Corporation of all or substantially all of the
Corporation's undertakings and assets; or

(iii) a proposal by or with respect to the Corporation being made in
connection with a liquidation, dissolution or winding-up of the
Corporation,

all unvested Options held by a Participant shall immediately vest and be
exercisable by such Participant.

If a take-over bid (within the meaning of the Securities Act (Ontario)),
other than a take-over bid exempt from the requirements of Part XX of such act
pursuant to subsections 93(1)(b) or (c) thereof, is made for the Common Shares
with a per-share offer price (the "Offer Price") greater than or equal to the
exercise price in respect of an Option and such take-over bid permits tendering
by notice of guaranteed delivery, each Participant shall have the right to
conditionally exercise all such Options held by the Participant, whether vested
or unvested, such exercise to be conditional only upon completion of the
take-over bid, and to tender the Common Shares subject to such Options to the
take-over bid by notice of guaranteed delivery, provided that arrangements for
payment of the exercise price in compliance with applicable law are made. The
Corporation will take all reasonable steps necessary to facilitate or guarantee
the exercise by a Participant of the rights hereinbefore described including,
without limitation, to repurchase, on the consummation of such a take-over bid,
each Option held by a Participant at a purchase price equal to the difference
between the exercise price of such Option and the Offer Price in circumstances
where such a take-over bid does not permit the tendering thereto by notice of
guaranteed delivery.

18. NON-TRANSFERABILITY. Options may be exercised only by a Participant,
Trust or Personal Holding Corporation and, upon a Participant's death, the legal
representative of his or her estate or any other person who acquires his or her
rights in respect of an Option by bequest or inheritance. A person exercising an
Option may subscribe for Shares only in his or her own name, on behalf of a
Trust (provided he or she is not a U.S. Participant) established for his or her
sole benefit, in the name of his or her Personal Holding Corporation (provided
he or she is not a U.S. Participant) or in his or her capacity as a legal
representative. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any Options contrary to the provisions of this Plan, or
upon the levy of any attachment or similar process upon the Options or upon a
Participant's beneficial rights to such Options or to exercise same, the Options
and such rights shall, at the election of the Board, cease and terminate
immediately.

19. TERMINATION OF PLAN. The Board may terminate this Plan at any time in
its absolute discretion. If the Plan is so terminated, no further Options shall
be granted but the Options then outstanding shall continue in full force and
effect in accordance with the provisions of this Plan.

20. COMPLIANCE WITH STATUTES AND REGULATIONS. The granting of Options and
the sale and delivery of Shares under this Plan shall be carried out in
compliance with applicable statutes and with the regulations of governmental
authorities and applicable stock exchanges. If the Administrators determine in
their discretion that, in order to comply with any such statutes or regulations,
certain action is necessary or desirable as a condition of or in connection with
the granting of an Option or the issue or purchase of Shares under an Option,
that Option may not be exercised in whole or in part unless that action shall
have been completed in a manner satisfactory to the Administrators.

21. RIGHT TO EMPLOYMENT. Nothing contained in this Plan or in any Option
granted under this Plan shall confer upon any person any rights to continued
employment with the Corporation or interfere in any way with the rights of the
Corporation in connection with the employment or termination of employment of
any such person.

22. AMENDMENT OF FORMER PLAN. This Plan amends and restates the
Corporation's Restated 1986 Common Share Option Plan, as amended through April
18, 2001. For greater certainty, any Options outstanding under the Corporation's
Restated 1986 Common Share Option Plan, as amended, as at the date hereof shall
continue in full force and effect in accordance with the terms of such Options,
except as modified hereby.

23. FUTURE AMENDMENTS TO THE PLAN. The provisions of this Plan may be
amended at any time and from time to time by resolution of the Board, provided
that any required shareholder approval and other regulatory or stock exchange
approval of the amended form of the Plan is received prior to the issuance of
any Shares of the Corporation on the exercise of any Options granted under the
provisions of the amended form of the Plan and, provided further, that
D-5

no such amendment may materially and adversely affect any Options previously
granted to a Participant under this Plan without the prior consent of such
Participant.

24. GOVERNING LAW. The Plan, and any and all determinations made and
actions taken in connection with the Plan, shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.

25. LANGUAGE. The Corporation states its express wish that this Plan and
all documents related thereto be drafted in the English language only; la
societe a par les presentes exprime sa volonte expresse que ce regime, de meme
que tous les documents y afferents, soient rediges en anglais seulement.

26. SUBJECT TO APPROVAL. The Plan is adopted subject to the approval, if
required, of The Toronto Stock Exchange, The Montreal Exchange and the
shareholders of the Corporation and any other required regulatory or stock
exchange approval. To the extent a provision of the Plan requires regulatory
approval which is not received, such provision shall be severed from the
remainder of the Plan until the approval is received and the remainder of the
Plan shall remain in effect.

ADOPTED as of the 2(nd) day of March, 2004.

COTT CORPORATION

PER: "RAYMOND P. SILCOCK"
-------------------------------------

D-6

APPENDIX E

COTT CORPORATION (THE "CORPORATION")

CORPORATE GOVERNANCE COMMITTEE (THE "COMMITTEE")

CHARTER

PURPOSE & RESPONSIBILITIES:

1. To develop a set of corporate governance principles applicable to the
Corporation (the "Corporate Governance Guidelines") and monitor, on behalf of
the Board of Directors (the "Board") the Corporation's approach to corporate
governance issues.

2. To review periodically the mandates of the Board committees and
recommend changes.

3. To identify and propose to the Board director nominees for each annual
meeting of the shareowners and members of the Board's committees and candidates
for vacancies on the Board and its committees. In identifying new director
nominees, the Committee shall adhere to the following criteria: (a) each
director should be an individual of the highest character and integrity, (b)
each director should have sufficient experience to enable the director to make a
meaningful contribution to the Board and the Corporation, (c) each director
should have sufficient time available to devote to the affairs of the
Corporation in order to carry out the responsibilities of a director, and (d)
each director who is nominated as an independent director shall meet all of the
criteria for independent directors established by the New York Stock Exchange.
In identifying new director nominees, the Committee shall also take into account
applicable laws, rules and regulations pertaining to director residency and
qualification requirements, together with any agreements to which the
Corporation is a party relating to a third party's right to have nominated for
election as a director a person or persons of such third party's choice.

4. To ensure that management develops, implements and maintains appropriate
(a) orientation and education programs and procedures for directors in order to
familiarize new directors with the business of the Corporation, its management
and professional advisors and (b) continuing processes or programs designed to
foster a more extensive knowledge of the business of the Corporation.

5. To assist, and provide recommendations to, the Board, its committees and
the individual directors, with respect to the implementation of a process to
assess the effectiveness and contributions of the Board, Board committees and
Board members, including with respect to agenda items.

6. To monitor the quality of the relationship between management and the
Board and to recommend improvements to the Board and to management.

7. To report on corporate governance as required by all applicable public
disclosure requirements.

8. To review and reassess annually the adequacy of the Corporate Governance
Guidelines of the Corporation and recommend any proposed changes to the Board
for approval.

9. To review and, as appropriate, modify the Corporation's Code of Business
Conduct and Ethics and ensure the timely filing thereof with all applicable
regulatory authorities.

10. To pre-approve any waiver requested under the Corporation's Code of
Business Conduct and Ethics, such approved waivers to be promptly disclosed to
the Company's shareholders.

11. To review all related party transactions.

12. To monitor on an at least an annual basis the way in which the
Corporation's corporate governance is being evaluated by relevant external
organizations and publications.

13. To undertake such other initiatives as are needed to help the Board
deliver exemplary corporate governance.

14. To review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The Committee shall
annually review and assess its own performance and report regularly to the Board
regarding the results of the Committee's activities.

E-1

STRUCTURE:

1. The Board shall elect annually from among its members a committee to be
known as the Corporate Governance Committee to be composed of at least three
directors, none of whom shall be officers or employees of the Corporation or of
any of its affiliates, and each of whom shall otherwise meet the independence
requirements of the New York Stock Exchange.

2. A majority of the members of the Committee shall constitute a quorum. No
business may be transacted by the Committee except at a meeting of its members
at which a quorum of the Committee is present (in person or by means of
telephone conference whereby each participant has the opportunity to speak to
and hear one another) or by a resolution in writing signed by all the members of
the Committee.

3. Each member of the Committee shall hold such office until the next
annual meeting of shareowners after his or her election as a member of the
Committee. However, any member of the Committee may be removed or replaced at
any time by the Board and shall cease to be a member of the Committee as soon as
such member ceases to be a director or otherwise ceases to be qualified to be a
member of the Committee.

4. The Committee shall appoint one of its members to act as Chairman of the
Committee. The Chairman will appoint a secretary who will keep minutes of all
meetings (the "Secretary"). The Secretary need not be a member of the Committee
or a director and can be changed by simple notice from the Chairman.

5. The Committee will meet as many times as is necessary to carry out its
responsibilities but in no event will the Committee meet less than twice a year.

6. The time at which and the place where the meetings of the Committee
shall be held, the calling of meetings and the procedure in all respects of such
meetings shall be determined by the Committee, unless otherwise provided for in
the by-laws of the Corporation or otherwise determined by resolution of the
Board.

7. The members of the Committee shall be entitled to receive such
remuneration for acting as members of the Committee as the Board may from time
to time determine.

8. It is understood that in order to properly carry out its
responsibilities, the Committee may retain and terminate outside consultants at
the expense of the Corporation if appropriate in its discretion, including any
search firm engaged to identify potential candidates for directorship (including
sole authority to approve the consultant's fees and other retention terms), so
long as it notifies the Corporate Secretary and the Lead Independent Director of
the Corporation in each instance.

E-2

APPENDIX F

COTT CORPORATION (THE "CORPORATION")

AUDIT COMMITTEE (THE "COMMITTEE")

CHARTER

PURPOSE:

The Committee is appointed by the Board of Directors (the "Board") to
assist the Board in monitoring (1) the integrity of the financial statements of
the Corporation, (2) the compliance by the Corporation with legal and regulatory
requirements, (3) the independent auditors' qualifications and independence, and
(4) the performance of the Corporation's internal auditors and independent
auditors.

RESPONSIBILITIES:

1. The Committee shall satisfy itself, on behalf of the Board, that:

(a) the Corporation's quarterly and annual financial statements should
be approved and included in the Corporation's regulatory filings;

(b) the information contained in the Corporation's quarterly financial
statements, Annual Report to shareowners and other financial
disclosure information contained in documents such as Management's
Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A"), the Annual Information Form, the Management
Proxy Circular and the financial information contained in any
prospectus is not materially erroneous, misleading or incomplete;

(c) the Corporation has implemented appropriate systems of internal
control over financial controls and reporting and the safeguarding
of the Corporation's assets and that these are operating
effectively;

(d) the audit function has been effectively carried out and that any
matter which the independent auditors wish to bring to the
attention of the Board has been addressed; and

(e) the Corporation's independent auditors are qualified and
independent of management.

2. The Committee shall report regularly to the Board. The Committee should
review with the full Board any issues that arise with respect to the quality and
integrity of the Corporation's financial statements, the Corporation's
compliance with legal and regulatory requirements, the performance and
independence of the Corporation's independent auditors, and the performance of
the internal auditors.

3. The Committee shall meet separately, periodically, with management,
with the internal auditors and with the independent auditors.

4. The Committee shall discuss the annual audited financial statements and
quarterly financial statements with management and the independent auditors,
including the Corporation's disclosures under MD&A and recommend to the Board
whether the audited financial statements should be included in the Corporation's
Form 10-K. The Committee shall also review all of the Corporation's financial
statements, MD&A and earnings press releases prior to public disclosure thereof
by the Corporation.

5. The Committee shall discuss with management and the independent
auditors significant financial reporting issues and judgments made in connection
with the preparation of the Corporation's financial statements, including any
significant changes in the Corporation's selection or application of accounting
principles, any major issues as to the adequacy of the Corporation's internal
controls and any special steps adopted in light of material control
deficiencies. The Committee shall ensure that adequate procedures are in place
for reviewing the Corporation's disclosure of financial information extracted or
derived from the Corporation's financial statements and periodically assess the
adequacy of those procedures.

6. The Committee shall prepare the audit report required by the rules of
the Securities and Exchange Commission to be included in the Corporation's
annual proxy statement.

7. The Committee is directly responsible for the resolution of
disagreements between management and the independent auditors regarding
financial reporting.

F-1

8. The Committee shall discuss with management the Corporation's earnings
press releases, as well as financial information and earnings guidance provided
to analysts and rating agencies. Such discussion may be done generally
(consisting of discussing the types of information to be disclosed and the types
of presentations to be made).

9. The Committee shall discuss with management the Corporation's policies
with respect to risk assessment and risk management, including major financial
risk exposures and the steps management has taken to monitor and control such
exposure.

10. The Committee shall review the effect of regulatory and accounting
initiatives as well as off-balance sheet structures, if any, on the
Corporation's financial statements.

11. Subject to compliance with the requirements of applicable laws, the
Committee shall have the sole authority to appoint, retain or replace the
independent auditors (subject, if applicable, to shareholder ratification). The
Committee shall be directly responsible for the compensation and oversight of
the work of the independent auditors for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services. The
independent auditors shall report directly to the Committee.

12. The Committee shall review with the independent auditors any audit
problems or difficulties and management's response. This review should include a
discussion of (a) any restrictions on the scope of the independent auditors'
activities or on access to requested information, and (b) any significant
disagreements with management. The Committee may review, as it deems
appropriate, (a) any accounting adjustments that were noted or proposed by the
independent auditors but were "passed" (as immaterial or otherwise) (b) any
communications between the audit team and the audit firm's national office
respecting auditing or accounting issues presented by the engagement; and (c)
any "management" or "internal control" letter issued, or proposed to be issued,
by the audit firm to the Corporation.

13. Subject to compliance with the requirements of applicable law, the
Committee shall set clear hiring policies for employees or former employees of
the independent auditors.

14. The Committee shall, at least annually, obtain and review a report from
the independent auditors describing (a) the independent auditors' internal
quality-control procedures, (b) any material issues raised by the most recent
internal quality-control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out by
the firm, (c) any steps taken to deal with any such issues, and (d) all
relationships between the independent auditors and the Corporation.

15. Based on the above mentioned report, the Committee shall evaluate the
qualifications, performance and independence of the independent auditors. In
this evaluation, the Committee shall (a) consider whether the independent
auditors' quality controls are adequate and the provision of permitted non-audit
services is compatible with maintaining the independent auditors' independence,
(b) evaluate the lead partner of the independent auditors team and make sure
that there is a regular rotation of the lead partner, (c) consider if there
should be a rotation of the independent auditors, and (d) take into account the
opinions of management and internal auditors. The Committee shall present its
conclusions with respect to the independent auditors to the Board.

16. The Committee shall review and discuss quarterly reports from the
independent auditors (required by Section 10A of the Securities Exchange Act of
1934 (the "Exchange Act") on (a) all critical accounting policies and practices
to be used, (b) all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditors, and (c)
other material written communications between the independent auditors and
management, such as any management letter or schedule of unadjusted differences.

17. The Committee shall be responsible for the pre-approval of all auditing
services and permitted non-audit services (including the fees and terms thereof)
to be performed for the Corporation by its independent auditors, subject to the
de minimus exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Committee prior to the completion
of the audit.

18. The Committee shall monitor the Corporation's internal accounting
controls and information gathering systems, and shall review the risks,
priorities and any deficiencies identified by the Corporation's independent and
internal auditors and ensure that appropriate corrective action is taken with
respect thereto.

F-2

19. The Committee shall review the scope and results of audit plans of the
independent auditors and the objectivity, effectiveness and resources of the
Corporation's internal auditors.

20. The Committee shall review the performance and the remuneration of the
Corporation's internal auditors and shall approve all decisions in connection
therewith. The internal auditors shall report directly to the Committee.

21. The Committee shall monitor and review the Corporation's (and its
affiliates) compliance with environmental laws and regulations and ensure that a
compliance program is developed and maintained by the Corporation.

22. The Committee shall establish procedures for (a) the receipt, retention
and treatment of complaints received by the Corporation regarding accounting,
internal accounting controls, or auditing matters, and (b) the confidential
anonymous submission by employees of the issuer of concerns regarding
questionable accounting or auditing matters.

23. The members of the Committee shall have the right for the purpose of
performing their duties to inspect all the books and records of the Corporation
and its subsidiaries and of discussing such accounts and records and any matters
relating to the financial position of the Corporation with the officers and
independent and internal auditors of the Corporation and its subsidiaries and
any member of the Committee may require the independent and internal auditors to
attend any or every meeting of the Committee.

24. The Committee shall review and reassess the adequacy of this Charter
periodically, at least on an annual basis, as conditions dictate. The Committee
shall annually review and assess the Committee's own performance.

25. It is understood that in order to properly carry out its
responsibilities, the Committee shall have the right, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or other
advisors.

STRUCTURE:

1. The Board shall elect annually from among its members a committee to be
known as the Audit Committee to be composed of at least three independent
directors, none of whom shall (a) accept directly or indirectly from the
Corporation or any subsidiary of the Corporation any consulting, advisory or
other compensatory fee or (b) be affiliated with the Corporation or (c) be
officers or employees of the Corporation or of any of its affiliates, or have
been an officer of employee of the Corporation, any of its affiliates or the
independent auditors in the three years prior to being appointed to the
Committee or (d) be an immediate family member of any of these persons.

2. Each member of the Committee shall meet the independence, experience
and financial literacy requirements of any stock exchange upon which the
Corporation's stock is listed from time to time and in accordance with
applicable law.

3. Committee members shall not simultaneously serve on the audit
committees of more than three other public companies unless the Board determines
that simultaneous service on more than three other audit committees would not
impair such member's ability to effectively serve on the Committee. If such a
determination is made, it must be disclosed in the Corporation's annual proxy
statement.

4. A majority of the members of the Committee shall constitute a quorum.
No business may be transacted by the Committee except at a meeting of its
members at which a quorum of the Committee is present (in person or by means of
telephone conference) or by a resolution in writing signed by all the members of
the Committee.

5. Each member of the Committee shall hold such office until the next
annual meeting of shareowners after election as a member of the Committee.
However, any member of the Committee may be removed or replaced at any time by
the Board and shall cease to be a member of the Committee as soon as such member
ceases to be a director or otherwise ceases to be qualified to be a member of
the Committee.

6. The Committee shall appoint one of its members to act as Chairman (the
"Chairman"). The Chairman will appoint a secretary who will keep minutes of all
meetings (the "Secretary"). The Secretary need not be a member of the Committee
or a director and can be changed by simple notice from the Chairman.

7. The Committee will meet as many times as is necessary to carry out its
responsibilities.

8. The time at which and the place where the meetings of the Committee
shall be held, the calling of meetings and the procedure in all respects of such
meeting shall be determined by the Committee, unless otherwise provided for in
the by-laws of the Corporation or otherwise determined by resolution of the
Board.

9. The members of the Committee shall be entitled to receive such
remuneration for acting as members of the Committee as the Board may from time
to time determine.

F-3

(COTT LOGO) Frank E. Weise III
Chairman and
Chief Executive Officer
Cott Corporation
207 Queen's Quay West
Suite 340
Toronto, Ontario M5J 1A7
Tel 416 203 3898 Ext 15300
Fax 416 203 6207
fweise@cott.com

March 25, 2004

Fellow Owner,

This past March 18(th), we announced the appointment of John K. Sheppard as
chief executive officer, effective September 1, 2004. I will remain Chairman of
Cott's Board of Directors and will continue to play an active support role in
long-term strategy, customer relations and investor relations

John's extensive experience in the beverage industry, his passion for the
business and his proven performance in top management at Cott will make this
transfer of responsibilities both deserved and virtually seamless. With the
Company delivering record results, now is the time for John's promotion. His new
leadership will bring fresh vitality to Cott's ambitious plans for growth in the
coming decade.

It has been a privilege and honor to serve in the capacity as Chief
Executive Officer of Cott Corporation for the past six years. I am delighted to
continue to work with John Sheppard, the management team, and the Board of
Directors to take the company to the next level. Cott's commitment to its
customers, its employees and its shareowners is stronger than ever. I look
forward to many more wins as your company seizes the future... now.

Sincerely,

/s/ (FRANK E. WEISE)
Frank E. Weise
Chairman & Chief Executive Officer

[COTT LOGO] [COMPUTERSHARE LOGO]

Computershare Trust Company of Canada
9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

SECURITY CLASS

HOLDER ACCOUNT NUMBER

Please print in ink. Print in CAPITAL
letters inside the grey areas as shown
in this example.

[A] [B] [C] [1] [2] [3] [X]

FORM OF PROXY - ANNUAL AND SPECIAL MEETING OF COTT CORPORATION TO BE HELD ON
APRIL 27, 2004.

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 AS DIRECTED BY THE
HOLDER, HOWEVER, IF SUCH A DIRECTION IS NOT MADE IN RESPECT OF ANY MATTER,
THIS PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT. IN PARTICULAR, IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN
RESOLUTION NUMBER 1. ELECTION OF DIRECTORS AND FOR RESOLUTION NUMBERS 2, 3
AND 4.

6. ANY PROXY EXECUTED IN A MANNER SO AS NOT TO WITHHOLD AUTHORITY FOR THE
ELECTION OF ANY NOMINEE TO THE BOARD OF DIRECTORS SHALL BE DEEMED TO GRANT
SUCH AUTHORITY.

Proxies submitted must be received by 5:00 p.m., Eastern Time, on April 26,
2004.

THANK YOU

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

APPOINTMENT OF PROXYHOLDER

I/WE BEING SHAREHOLDER(S) OF COTT OR PRINT THE NAME OF THE [ ]
CORPORATION HEREBY APPOINT: PERSON YOU ARE APPOINTING IF
Serge Gouin, Lead Independent THIS PERSON IS SOMEONE OTHER
Director, or failing him Frank E. THAN THE LEAD INDEPENDENT
Weise III, Chairman DIRECTOR OR THE CHAIRMAN

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 and Special Meeting of shareholders of Cott
Corporation to be held at the Glenn Gould Studio, Canadian Broadcasting Centre,
250 Front Street West, Toronto, Ontario, Canada, on Tuesday, April 27, 2004 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. 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. C. Hunter Boll; 04. Serge Gouin;
05. Thomas M. Hagerty; 06. Stephen H. Halperin; 07. David V. Harkins; 08. Philip
B. Livingston; 09. Christine A. Magee; 10. John K. Sheppard; 11. Donald G. Watt;
12. Frank E. Weise III

FOR all nominees listed above: [ ]

FOR all nominees listed above other than: [ ] Please specify the name
of the individual(s):

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

WITHHOLD vote for all nominees listed above: [ ]

2. APPOINTMENT OF AUDITORS

For Withhold
Appointment of PricewaterhouseCoopers LLP [ ] [ ]
as Auditors

RESOLUTIONS

The Board of Directors recommends a vote FOR the following resolutions. Please
read the resolutions in full in the accompanying Proxy Circular.

FOR AGAINST
3. Approving the executive investment share [ ] [ ]
purchase plan in accordance with the resolution
set out at Appendix "A" of the Proxy Circular.
See Appendix "A" to the Proxy Circular.

FOR AGAINST
4. Approving the amendment to Cott Corporation's [ ] [ ]
1986 Common Share Option Plan, as amended, in
accordance with the resolution set out at Appendix
"B" of the Proxy Circular.

See Appendix "B" to the Proxy Circular.

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 - Day Month Year
[ ] [ ] / [ ] / [ ]

INTERIM FINANCIAL STATEMENTS REQUEST

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

ANNUAL REPORTS

As a registered holder you will receive [ ] Mark this box if you DO
an annual report. If you DO NOT want to NOT want to receive the
receive an annual report, please mark Annual Report by mail.
the box. If you DO NOT mark the box, you
will continue to receive an annual
report.