Executive Employment Agreement - COTT CORP /CN/ - 3-6-2006 by COT-Agreements

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									EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made with effect as of the 28th day of September, 2005 BETWEEN: COTT CORPORATION (the "CORPORATION") -andMARK BENADIBA (the "EXECUTIVE") WHEREAS the Corporation currently employs the Executive and the Executive wishes to continue to be employed by the Corporation. AND WHEREAS the Corporation and the Executive are parties to an amended and restated employment agreement dated October 15, 2003 and counter-signed by the Executive on October 23, 2003 (the "2003 Employment Agreement"). AND WHEREAS the Corporation and the Executive wish to terminate the 2003 Employment Agreement as of the Effective Date (as defined below), and have negotiated terms and conditions for a fixed-term period of employment. AND WHEREAS the Corporation and the Executive have agreed to formalize the terms and conditions agreed between them which will, as of the Effective Date, govern the Executive's employment with the Corporation, all as set out in this Agreement, and which will amend, supersede and replace any previous employment agreement between the Corporation and the Executive (including, without limitation, the 2003 Employment Agreement). NOW THEREFORE in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation and the Executive, the parties hereby covenant and agree as follows: ARTICLE I - DEFINITIONS AND INTERPRETATION 1.1 Definitions. For the purposes of this Agreement, the following words and phrases shall have the following meanings: (a) "AFFILIATE" has the same meaning as given to such word in the Securities Act (Ontario), as amended or replaced from time to time.

-2(b) "AGREEMENT" means this agreement, including any schedules hereto, as amended, supplemented, or modified in writing from time to time. (c) "BENEFITS" means those benefits and perquisites as described in Section 5.2 and in which the Executive is participating as at the Date of Termination but, for greater certainty, excludes any share option, share purchase, equity, profit-sharing, bonus, or other incentive plans or entitlements.

-2(b) "AGREEMENT" means this agreement, including any schedules hereto, as amended, supplemented, or modified in writing from time to time. (c) "BENEFITS" means those benefits and perquisites as described in Section 5.2 and in which the Executive is participating as at the Date of Termination but, for greater certainty, excludes any share option, share purchase, equity, profit-sharing, bonus, or other incentive plans or entitlements. (d) "BOARD" means the Board of Directors of the Corporation. (e) "BUSINESS" means the business of manufacturing, selling, or distributing non-alcoholic beverages or any other line of business actively carried on by the Corporation or in the Corporation's active contemplation to the knowledge of the Executive as at the Date of Termination, including, without limitation, the business carried on by any Affiliate. (f) "COMPENSATION" shall mean the aggregate of the Executive's annual base salary and annual automobile allowance as at the Date of Termination, plus the Executive's target annual incentive bonus (such annual incentive bonus being capped at 100%) but, for greater certainty, excludes any retention or extraordinary bonuses, share option, share purchase, equity, profit-sharing, or long-term incentive plans, awards or entitlements. (g) "CONFIDENTIAL INFORMATION" means information disclosed or accessible to the Executive or acquired by the Executive as a result of his employment with the Corporation and which is not in the public domain or otherwise required to be publicly disclosed by applicable law and includes, but is not limited to, information relating to the Corporation's or any of its Affiliates' current, future or proposed products/services or development of new or improved products/services, marketing strategies, sales or business plans, the names and information about the Corporation's past, present and prospective customers and clients, technical data, records, reports, presentation materials, interpretations, forecasts, test results, formulae, projects, research data, personnel data, budgets, unpublished financial statements, Innovations, and any other information received by the Corporation from third parties pursuant to an obligation of confidentiality. (h) "DATE OF TERMINATION" means the date of cessation of the Executive's employment without regard to any notice of termination, pay in lieu of notice of termination, severance or other damages and, for greater certainty, shall mean the earliest of the following dates: (i) the expiry of the Term; (ii) the date of the Executive's death; or (iii) the date set out in any written notice of termination/resignation delivered by the Corporation or the Executive to the other party.

-3(i) "EFFECTIVE DATE" means the effective date of this Agreement as set forth above, that is, September 28, 2005. (j) "INNOVATIONS" means any: (i) processes, machines and compositions of matter; (ii) inventions and improvements (whether or not protectable under patent laws); (iii) techniques, ideas, concepts and programs; (iv) works of authorship and information fixed in any tangible medium, including source code for software, (whether or not protectable under copyright laws) and all moral rights therein;

-3(i) "EFFECTIVE DATE" means the effective date of this Agreement as set forth above, that is, September 28, 2005. (j) "INNOVATIONS" means any: (i) processes, machines and compositions of matter; (ii) inventions and improvements (whether or not protectable under patent laws); (iii) techniques, ideas, concepts and programs; (iv) works of authorship and information fixed in any tangible medium, including source code for software, (whether or not protectable under copyright laws) and all moral rights therein; (v) mask works or integrated circuit topography; (vi) trademarks, trade names, trade dress and trade secrets and know-how (whether or not protectable under trade secret laws); (vii) other subject matter protectable under patent, copyright, mask work, trademark, trade secret or other similar laws; or (viii) any derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, or continuing patent applications relating to any Innovation. (k) "JUST CAUSE" means: (i) the wilful and continued failure by the Executive substantially to perform his duties with the Corporation (other than a failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performances delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and the Executive has failed to correct such failure to perform his duties within thirty (30) days after such written demand is delivered to him; or (ii) the wilful engaging by the Executive in conduct that is demonstrably and materially injurious to the Corporation, monetarily or otherwise, provided that no act or failure to act on the Executive's part shall be deemed "wilful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation (l) "SEVERANCE PERIOD" shall mean the period commencing on the Date of Termination and ending twentyfour (24) months thereafter.

-4(m) "TERRITORY" means: (i) Canada; (ii) every state or possession of the United States of America; and (iii) every country in which the Corporation or any of its Affiliates maintain an office and actively carry on the Business ARTICLE II - TERM 2.1 Fixed Term. This Agreement shall commence on the Effective Date and this Agreement and the Executive's employment shall be for a maximum fixed term of three (3) years ending on September 27, 2008 (the "Term"),

-4(m) "TERRITORY" means: (i) Canada; (ii) every state or possession of the United States of America; and (iii) every country in which the Corporation or any of its Affiliates maintain an office and actively carry on the Business ARTICLE II - TERM 2.1 Fixed Term. This Agreement shall commence on the Effective Date and this Agreement and the Executive's employment shall be for a maximum fixed term of three (3) years ending on September 27, 2008 (the "Term"), subject to earlier termination of the Executive's employment in accordance with Article VI below. At the end of the Term, this Agreement and the Executive's employment are wholly and automatically at an end without notice or further obligation by the Corporation to the Executive other than amounts or benefits earned and accrued by the Executive and payable by the Corporation up to such expiry date. The parties each acknowledge that there is no representation, warranty, covenant or commitment to renew or extend the Term or the Executive's employment beyond the expiry of the Term. 2.2 Consultancy: Notwithstanding Section 2.1 above, at the end of the Term and effective as of the day following up the expiry of the Term, the Corporation and the Executive shall enter into a consultancy agreement substantially including the terms and conditions and in the form attached as Schedule "A" to this Agreement. ARTICLE III - EMPLOYMENT AND POSITION 3.1 Position. Subject to the terms and conditions set out in this Agreement, the Corporation hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Corporation, in the position of Executive Vice President, or such other position as may be assigned to the Executive by the Corporation's President and Chief Executive Officer or the Board but provided that such position is of at least equivalent stature and level of responsibilities within the Corporation. 3.2 Executive's Covenant. The Executive represents and warrants to the Corporation that he is free to enter this Agreement and that he is not subject to any obligation or restriction (statutory, contractual, or at common law) which would prevent or interfere with the performance of all of his obligations hereunder. 3.3 Place of Employment. The Executive shall provide his duties and services to the Corporation at its office in Toronto, Ontario, or at such other place or places within the greater Toronto area as the Corporation may determine from time-to-time. The Executive's place, of employment will not be moved outside of the greater Toronto area without his consent. The Executive acknowledges that, in the ordinary course of business and in carrying out his duties for the Corporation, he will have customary business travel obligations.

-5ARTICLE IV - DUTIES 4.1 Full-Time. The Executive's position with Corporation is a full-time one. Therefore, throughout the duration of his employment, the Executive shall devote his full working time and attention to the business and affairs of the Corporation, acting in the best interests of the Corporation at all times. The Executive shall not, during his employment with the Corporation, accept nor hold any position as an officer, director, employee, consultant, or any like position for or on behalf of any entity without the prior written approval of the Corporation, which approval may be withheld in its sole discretion. 4.2 Duties; Reporting. Reporting to and subject to the general direction of the Corporation's President and Chief Executive Officer or as may otherwise be designated by the Board (but provided that the Executive shall always report to the most senior management executive officer of the Corporation), the Executive shall perform such

-5ARTICLE IV - DUTIES 4.1 Full-Time. The Executive's position with Corporation is a full-time one. Therefore, throughout the duration of his employment, the Executive shall devote his full working time and attention to the business and affairs of the Corporation, acting in the best interests of the Corporation at all times. The Executive shall not, during his employment with the Corporation, accept nor hold any position as an officer, director, employee, consultant, or any like position for or on behalf of any entity without the prior written approval of the Corporation, which approval may be withheld in its sole discretion. 4.2 Duties; Reporting. Reporting to and subject to the general direction of the Corporation's President and Chief Executive Officer or as may otherwise be designated by the Board (but provided that the Executive shall always report to the most senior management executive officer of the Corporation), the Executive shall perform such other duties and responsibilities consistent with such position as may be assigned to him by the Corporation's President and Chief Executive Officer or the Board from time-to-time. The Executive shall perform all duties in accordance with the charter documents and by-laws of the Corporation, the instructions of the Corporation's President and Chief Executive Officer and the Board, and all of the Corporation's policies and codes of conduct, rules and regulations in effect from time to time. In addition to the duties and responsibilities associated with his position, the Executive shall perform such other duties and responsibilities consistent with the position as may be assigned to him by the Corporation's President and Chief Executive Officer or the Board from time to time. The Corporation's President and Chief Executive Officer or the Board retain full authority to change the Executive's duties and responsibilities and reporting relationships (but provided that the Executive shall always report to the most senior management executive officer of the Corporation) and to assign new duties and responsibilities provided that such changes do not result in a diminution of the scope or dignity of the Executive's overall duties and responsibilities. 4.3 Compliance. Recognizing the Corporation's commitment to achieving the highest standards of openness and accountability, the Executive shall raise, in a prompt manner, any good faith concerns he has regarding the conduct of the Corporation's business or compliance with the Corporation's financial, legal or reporting obligations. Such good faith concerns should be brought first to the attention of the Corporation's President and Chief Executive Officer or to the Board. ARTICLE V - COMPENSATION AND BENEFITS 5.1 Signing Bonus. As an inducement to the Executive to sign this Agreement and in full and final satisfaction of all of the Executive's payments, benefits, rights and entitlements due or payable under the 2003 Employment Agreement, the Corporation shall pay to the Executive a signing bonus of $1,000,000.00, such payment to be made on a lump sum basis within ten (10) business days of the execution of this Agreement by the Executive. 5.2 Base Salary. During his employment, the Corporation shall pay the Executive a base salary of $500,000.00 annually, paid in such instalments and at such times and in the same manner as the Corporation pays its other senior executives generally, but not less than monthly. The Executive's base salary will be reviewed annually by the Human Resources and

-6Compensation Committee (or as may otherwise be delegated by the Board) for consideration of an increase, if appropriate, in its discretion. 5.3 Benefits. During his employment, the Executive shall be eligible to participate in all benefits and all perquisites (including medical, prescription, dental, disability, life, AD&D and travel insurance), provided by the Corporation on the same basis as similarly situated senior executives of the Corporation employed in Canada, but excluding the Corporation's President and Chief Executive Officer, as such plans and policies may be amended from timeto-time. The Executive acknowledges and agrees that the benefits and perquisites made available to him (including group insurance) are subject to change in the Corporation's sole discretion, and further, any entitlement of the Executive is subject to and shall be governed by the terms and conditions of any written policies, plans, programs or contracts.

-6Compensation Committee (or as may otherwise be delegated by the Board) for consideration of an increase, if appropriate, in its discretion. 5.3 Benefits. During his employment, the Executive shall be eligible to participate in all benefits and all perquisites (including medical, prescription, dental, disability, life, AD&D and travel insurance), provided by the Corporation on the same basis as similarly situated senior executives of the Corporation employed in Canada, but excluding the Corporation's President and Chief Executive Officer, as such plans and policies may be amended from timeto-time. The Executive acknowledges and agrees that the benefits and perquisites made available to him (including group insurance) are subject to change in the Corporation's sole discretion, and further, any entitlement of the Executive is subject to and shall be governed by the terms and conditions of any written policies, plans, programs or contracts. 5.4 Automobile. During his employment, the Corporation shall pay to the Executive an annual automobile allowance in accordance with the Corporation's policy as it may be amended from time-to-time. 5.5 Vacation. For each year of employment during the Term, the Executive shall accrue vacation in accordance with the Corporation's vacation policy for management, currently five (5) weeks' paid vacation per calendar year, such vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of the Executive's duties and as agreed upon between the Executive and the Corporation. To the extent permitted by applicable law, accumulated vacation time or pay may not be carried forward except with the prior approval of the Board. 5.6 Annual Bonus Incentive. For each year of employment during the Term, the Executive shall be eligible for an annual bonus incentive with a target bonus award of $575,000.00 (at 100%), and a potential maximum award based on exceeding achievements of $1,150,000.00 (at 200%). The Executive's annual bonus incentive shall include the following components, terms and conditions: (a) Objectives (including all performance thresholds, targets and maximum goals) will be set annually by the Human Resources and Compensation Committee (or as may otherwise be delegated by the Board). (b) The level of achievement of all objectives will be evaluated by the Human Resources and Compensation Committee (or as may otherwise be delegated by the Board) as soon as possible following each fiscal year. (c) Subject to Sections 6.3 and 6.4 below, bonuses, if any, shall be earned only upon completion of the relevant fiscal year of the Corporation and shall be payable after completion of the Corporation's audited financial statements for such fiscal year. 5.7 Reimbursement of Expenses. Upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations provided by the Corporation from time to time, the Corporation shall reimburse the Executive for all reasonable and necessary expenses actually incurred by the Executive directly in connection with the business affairs of the Corporation and the performance of his duties hereunder. The Executive shall comply with

-7such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time. 5.8 Continuation of Benefits. All benefits, stock options and annual bonus incentives to which the Executive was entitled immediately prior to the execution of this Agreement shall, unless otherwise replaced or set out in this Agreement, continue without loss or change as of the Effective Date. For greater certainty, all grants of stock options to the Executive shall be governed by the applicable plans and policies, specifically including and without limitation, the Restated 1986 Common Share Option Plan of the Corporation, as they may be amended from time-to-time. 5.9 No Other Entitlements. The Executive is not entitled to any other payment, benefit, perquisite, allowance or

-7such reasonable limitations and reporting requirements with respect to such expenses as the Board may establish from time to time. 5.8 Continuation of Benefits. All benefits, stock options and annual bonus incentives to which the Executive was entitled immediately prior to the execution of this Agreement shall, unless otherwise replaced or set out in this Agreement, continue without loss or change as of the Effective Date. For greater certainty, all grants of stock options to the Executive shall be governed by the applicable plans and policies, specifically including and without limitation, the Restated 1986 Common Share Option Plan of the Corporation, as they may be amended from time-to-time. 5.9 No Other Entitlements. The Executive is not entitled to any other payment, benefit, perquisite, allowance or entitlement other than as specifically set out in this Agreement or as otherwise agreed to in writing and signed by the Corporation and the Executive. ARTICLE VI - TERMINATION OF EMPLOYMENT 6.1 Early Termination. Notwithstanding any other provision in this Agreement, the Executive's employment may be terminated at any time as follows: (a) Death. This Agreement and the Executive's employment shall automatically terminate upon the death of the Executive. (b) Just Cause. The Corporation may terminate this Agreement and the Executive's employment at any time forthwith for any Just Cause. (c) Without Just Cause. The Corporation may terminate this Agreement and the Executive's employment at any time without Just Cause and for any reason or no reason whatsoever by providing written notice to the Executive specifying the effective Date of Termination (which may be forthwith). (d) Resignation. The Executive may terminate this Agreement and his employment at any time by providing written notice to the Board specifying the effective date of termination (such date being not less than three (3) months and not more than six (6) months after the date of the Executive's written notice). The Corporation may elect to deem any date prior to the date specified in the notice as the Date of Termination. 6.2 Termination for Just Cause or Resignation. If this Agreement and the Executive's employment is terminated pursuant to subsections 6.1(b) or 6.1(d) above, then the Corporation shall pay to the Executive an amount equal to the base salary and vacation pay earned by and payable to the Executive up to the Date of Termination and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, or any damages whatsoever. Participation in all bonus plans (specifically including all short and long term incentive plans) or other stock option, equity, or profit participation plans terminates immediately upon the Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise, except as may have been owing to him for the Corporation's fiscal year immediately preceding the Date of Termination.

-86.3 Termination by Reason of Death. If this Agreement and the Executive's employment is terminated pursuant to subsections 6.1(a) above, then the Corporation shall pay to the Executive an amount equal to the base salary and vacation pay earned by and payable to the Executive up to the Date of Termination and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, or any damages whatsoever. Participation in all bonus plans (specifically including all short and long term incentive plans) or other stock option, equity, or profit participation plans terminates immediately upon the Date of Termination, but the Corporation shall pay to the Executive his bonus or incentive entitlements (if any) calculated pro rata for the period up to the Date of Termination based on achievement of the bonus incentive target to such date, such payment(s) being made immediately if the amount can be readily determined but, in any event, no later than thirty (30) days following the completion of the audited financial statements for the fiscal year in which the Date of

-86.3 Termination by Reason of Death. If this Agreement and the Executive's employment is terminated pursuant to subsections 6.1(a) above, then the Corporation shall pay to the Executive an amount equal to the base salary and vacation pay earned by and payable to the Executive up to the Date of Termination and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, or any damages whatsoever. Participation in all bonus plans (specifically including all short and long term incentive plans) or other stock option, equity, or profit participation plans terminates immediately upon the Date of Termination, but the Corporation shall pay to the Executive his bonus or incentive entitlements (if any) calculated pro rata for the period up to the Date of Termination based on achievement of the bonus incentive target to such date, such payment(s) being made immediately if the amount can be readily determined but, in any event, no later than thirty (30) days following the completion of the audited financial statements for the fiscal year in which the Date of Termination occurs. 6.4 Termination Without Just Cause. If this Agreement and the Executive's employment is terminated by the Corporation without Just Cause pursuant to subsection 6.1(c) above, then the following provisions shall apply: (a) The Corporation shall pay to the Executive an amount equal to the base salary, car allowance, and vacation pay earned by him and payable to him up to the Date of Termination. (b) Participation in all bonus plans (specifically including all short and long term incentive plans) stock option, equity, or profit participation plans terminates immediately upon the Date of Termination. However, the Corporation shall pay to the Executive his bonus (if any) calculated pro rata for the period up to the Date of Termination based on achievement of the annual bonus incentive target to such date, such payment(s) being made immediately if the amount can be readily determined but, in any event, not later than thirty (30) days following the completion of the audited financial statements for the fiscal year in which the Date of Termination occurs. (c) The Corporation shall pay to the Executive, or as he may direct, severance in an amount equivalent to two (2) times the Compensation (for greater certainty, such severance being no less than Cdn.$2,150,000.00), payable in a lump sum within ten (10) business days following the Date of Termination. (d) To the extent that the Corporation may do so legally and in compliance with its plans and policies in existence from time to time, the Corporation shall continue all Benefits for the Severance Period, provided that, if the Corporation cannot continue any particular Benefit, then the Corporation shall reimburse the Executive for all reasonable expenses incurred by him to replace such Benefit for an equivalent duration. 6.5 No Mitigation. The Executive shall not be required to mitigate damages by seeking other employment or otherwise, nor shall any amount provided for under this Agreement be reduced in any respect in the event that the Executive shall secure or not reasonably pursue alternative employment following the termination of the Executive's employment with the Corporation,

-9provided that, to the extent that the Executive substantially replaces any Benefit(s) following the Date of Termination, the Executive shall advise the Corporation forthwith and the Corporation shall be no longer be required to continue any Benefit(s) which has been so replaced by the Executive. 6.6 Release. The parties agree that the provisions of this Article VI are fair and reasonable and that the payments, benefits and entitlements included in Section 6.4 hereof are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of this Agreement and of his employment with the Corporation and shall not be construed as a penalty. The Executive acknowledges and agrees that the payments pursuant to this Article VI shall be in full satisfaction of all terms of termination of his employment, including termination pay and severance pay pursuant to the Employment Standards Act, 2000 (Ontario), as amended from time to time, the minimum provisions of which are deemed incorporated into this Agreement and which shall prevail to the extent greater. Except as otherwise provided in this Article VI, the Executive shall not be entitled to any further notice of termination, payment in lieu of notice of termination, severance, damages, or any additional compensation whatsoever. As a condition precedent to any payment of benefits pursuant to subsections 6.4(b), (c), or (d) hereof (but provided that the

-9provided that, to the extent that the Executive substantially replaces any Benefit(s) following the Date of Termination, the Executive shall advise the Corporation forthwith and the Corporation shall be no longer be required to continue any Benefit(s) which has been so replaced by the Executive. 6.6 Release. The parties agree that the provisions of this Article VI are fair and reasonable and that the payments, benefits and entitlements included in Section 6.4 hereof are reasonable estimates of the damages which will be suffered by the Executive in the event of the termination of this Agreement and of his employment with the Corporation and shall not be construed as a penalty. The Executive acknowledges and agrees that the payments pursuant to this Article VI shall be in full satisfaction of all terms of termination of his employment, including termination pay and severance pay pursuant to the Employment Standards Act, 2000 (Ontario), as amended from time to time, the minimum provisions of which are deemed incorporated into this Agreement and which shall prevail to the extent greater. Except as otherwise provided in this Article VI, the Executive shall not be entitled to any further notice of termination, payment in lieu of notice of termination, severance, damages, or any additional compensation whatsoever. As a condition precedent to any payment of benefits pursuant to subsections 6.4(b), (c), or (d) hereof (but provided that the Corporation has complied with its obligations under this Agreement), the Executive shall deliver a full and final release from all actions or claims, known and unknown, in connection with the Executive's employment with the Corporation or the termination thereof in favour of the Corporation, its Affiliates, and all of their respective officers, directors, trustees, shareholders, employees, attorneys, insurers and agents, such release to be in a form satisfactory to the Corporation. No payment or benefits under subsections 6.4(b), (c) or (d) shall be made until such release has been signed and returned by the Executive and any right of revocation under applicable law has expired. 6.7 Resignation as Director and Officer. The Executive covenants and agrees that, upon any termination of this Agreement and of his employment, howsoever caused, he shall forthwith tender his resignation from all offices, directorships and trusteeships then held by the Executive at the Corporation or any of the Affiliates, such resignation to be effective upon the Date of Termination. If the Executive fails to resign as set out above, the Executive will be deemed to have resigned from all such offices, directorships and trusteeships and the Corporation is hereby authorized by the Executive to appoint any person in the Executive's name and on the Executive's behalf to sign any documents or do anything necessary or required to give effect to such resignation. 6.8 Return of Property. All equipment, keys, pass cards, credit cards, software, material, data, written correspondence, memoranda, communication, reports, or other documents or property pertaining to the business of the Corporation used or produced by the Executive in connection with his employment, or in his possession or under his control, shall at all times remain the property of the Corporation. The Executive shall return all property of the Corporation in his possession or under his control in good condition forthwith upon any request by the Corporation or upon any of the termination of this Agreement and of the Executive's employment (regardless of the reason for such termination).

-10ARTICLE VII - CONFIDENTIALITY 7.1 Protection of Confidential Information. While employed by the Corporation and following the termination of this Agreement and the Executive's employment (regardless of the reason for any termination), the Executive shall not, directly or indirectly, in any way use or disclose to any person any Confidential Information except as provided for herein. The Executive agrees and acknowledges that the Confidential Information of the Corporation is the exclusive property of the Corporation to be used exclusively by the Executive to perform the Executive's duties and fulfil his obligations to the Corporation and not for any other reason or purpose. Therefore, the Executive agrees to hold all such Confidential Information in trust for the Corporation and the Executive further confirms and acknowledges his fiduciary duty to use his best efforts to protect the Confidential Information, not to misuse such information, and to protect such Confidential Information from any misuse, misappropriation, harm or interference by others in any manner whatsoever. The Executive agrees to protect the Confidential Information regardless of whether the information was disclosed in verbal, written, electronic, digital, visual or other form, and the Executive hereby agrees to give notice immediately to the Corporation of any unauthorized use or disclosure of Confidential Information of which he becomes aware. The Executive further agrees to assist the Corporation in

-10ARTICLE VII - CONFIDENTIALITY 7.1 Protection of Confidential Information. While employed by the Corporation and following the termination of this Agreement and the Executive's employment (regardless of the reason for any termination), the Executive shall not, directly or indirectly, in any way use or disclose to any person any Confidential Information except as provided for herein. The Executive agrees and acknowledges that the Confidential Information of the Corporation is the exclusive property of the Corporation to be used exclusively by the Executive to perform the Executive's duties and fulfil his obligations to the Corporation and not for any other reason or purpose. Therefore, the Executive agrees to hold all such Confidential Information in trust for the Corporation and the Executive further confirms and acknowledges his fiduciary duty to use his best efforts to protect the Confidential Information, not to misuse such information, and to protect such Confidential Information from any misuse, misappropriation, harm or interference by others in any manner whatsoever. The Executive agrees to protect the Confidential Information regardless of whether the information was disclosed in verbal, written, electronic, digital, visual or other form, and the Executive hereby agrees to give notice immediately to the Corporation of any unauthorized use or disclosure of Confidential Information of which he becomes aware. The Executive further agrees to assist the Corporation in remedying any such unauthorized use or disclosure of Confidential Information. In the event that the Executive is requested or required to disclose to third parties any Confidential Information or any memoranda, opinions, judgments or recommendations developed from the Confidential Information, the Executive will, prior to disclosing such Confidential Information, provide the Corporation with prompt notice of such request(s) or requirement(s) so that the Corporation may seek appropriate legal protection or waive compliance with the provisions of this Agreement. The Executive will not oppose action by, and will cooperate with the Corporation to obtain legal protection or other reliable assurance that confidential treatment will be accorded the Confidential Information. 7.2 Corporate Opportunities. Any business opportunities related in any way to the business and affairs of the Corporation or any of its Affiliates which become known to the Executive during his employment hereunder shall be fully disclosed and made available to the Corporation and shall not be appropriated by Executive under any circumstance without the written consent of the Corporation. ARTICLE VIII - PROPRIETARY RIGHTS 8.1 Innovations. The Executive understands, acknowledges, and agrees that all Innovations which the Executive, solely or jointly with others, conceives, reduces to practice, creates, derives, develops or makes in the course of or in connection with the Executive's employment with the Corporation shall, to the maximum extent allowed by applicable law, belong solely to the Corporation and all such Innovations which constitute works of authorship shall be "works made in the course of employment" pursuant to the Copyright Act (Canada), as amended and "works for hire" under the Copyright Act (U.S.). The Executive shall promptly disclose to the Corporation in writing any and all Innovations, conceived, reduced to practice, created, derived, developed or made in the course of or otherwise in connection with the Executive's employment with the Corporation, whether alone or with others, and whether during regular working hours or through the use of facilities and properties of the Corporation or otherwise which may in any way relate to the business of the Corporation.

-118.2 Assignment of Innovations. The Executive hereby assigns and agrees to assign to the Corporation or such other party as the Corporation may designate all of the Executive's right, title, and interest (including but not limited to patent rights and copyrights) in and to all Innovations and all related patents, patent applications, copyright and copyright applications, and does hereby waive all moral rights, if any, that the Executive may have therein in favour of the Corporation or such other party as the Corporation may designate and, at the Corporation's request, the Executive agrees to provide whatever assistance the Corporation (or such other party, as the case may be) may require to register, record, perfect, or otherwise secure the Corporation's (or such other party's, as the case may be) rights in the Innovations. The Executive hereby irrevocably appoints and designates the Corporation and its duly authorized officers and agents as his agents and attorneys-in-fact to act for and in the Executive's behalf and instead of the Executive, to execute such documents and to take such actions as the Corporation believes are necessary to effect the foregoing assignment.

-118.2 Assignment of Innovations. The Executive hereby assigns and agrees to assign to the Corporation or such other party as the Corporation may designate all of the Executive's right, title, and interest (including but not limited to patent rights and copyrights) in and to all Innovations and all related patents, patent applications, copyright and copyright applications, and does hereby waive all moral rights, if any, that the Executive may have therein in favour of the Corporation or such other party as the Corporation may designate and, at the Corporation's request, the Executive agrees to provide whatever assistance the Corporation (or such other party, as the case may be) may require to register, record, perfect, or otherwise secure the Corporation's (or such other party's, as the case may be) rights in the Innovations. The Executive hereby irrevocably appoints and designates the Corporation and its duly authorized officers and agents as his agents and attorneys-in-fact to act for and in the Executive's behalf and instead of the Executive, to execute such documents and to take such actions as the Corporation believes are necessary to effect the foregoing assignment. ARTICLE IX - RESTRICTIVE COVENANTS 9.1 Non-Competition: The Executive covenants that he will not (without prior written consent of the Corporation) at any time during the Term, during the consultancy referred to in Section 2.2 above, or during the twenty-four (24) month period following the date the Executive ceases to be an employee of the Corporation or other termination of this Agreement (regardless of who initiated the termination and whether with or without Just Cause), directly or indirectly, anywhere within the Territory, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in, carry on or otherwise be concerned with, be employed by, associated with or in any other manner connected with, or have any interest in, manage, advise, lend money to, guarantee the debts or obligations of, render services or advice to, permit the Executive's name, or any part thereof to be used or employed in connection with, in whole or in part, any business the same or similar to or in competition with that of the Business. 9.2 Non-Solicitation. The Executive covenants that he will not (without prior written consent of the Corporation) at any time during the Term, during the consultancy referred to in Section 2.2 above, or during the twenty-four (24) month period following the date the Executive ceases to be an employee of the Corporation or other termination of this Agreement (regardless of who initiated the termination and whether with or without Just Cause), directly or indirectly, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever: (a) solicit or entice away, or endeavour to solicit or entice away from the Corporation, employ, or otherwise engage (as an employee, independent contractor or otherwise) any person who is employed or engaged by the Corporation (including, for greater certainty, any Affiliate) as at the Date of Termination or who was so employed or engaged within the twelve (12) month period preceding such date; or (b) for any purpose competitive with the Business, canvass, solicit or approach for orders, or cause to be canvassed or solicited or approached for orders, or accept

-12any business or patronage from any person or entity who is or which is a customer, client, supplier, licensee or business relation of the Corporation (including, for greater certainty, any Affiliate) as at the Date of Termination or within the twelve (12) month period preceding such date; or (c) induce or attempt to induce any customer, client, supplier, licensee or business relationship of the Corporation (including, for greater certainty, any Affiliate) to cease doing business with the Corporation. 9.3 Passive Investments. Nothing in this Agreement shall prohibit or restrict the Executive from holding or becoming beneficially interested in up to one percent (1%) of any class of securities in any corporation provided that such class of securities are listed on a recognized stock exchange in Canada or the United States. ARTICLE X - REMEDIES

-12any business or patronage from any person or entity who is or which is a customer, client, supplier, licensee or business relation of the Corporation (including, for greater certainty, any Affiliate) as at the Date of Termination or within the twelve (12) month period preceding such date; or (c) induce or attempt to induce any customer, client, supplier, licensee or business relationship of the Corporation (including, for greater certainty, any Affiliate) to cease doing business with the Corporation. 9.3 Passive Investments. Nothing in this Agreement shall prohibit or restrict the Executive from holding or becoming beneficially interested in up to one percent (1%) of any class of securities in any corporation provided that such class of securities are listed on a recognized stock exchange in Canada or the United States. ARTICLE X - REMEDIES 10.1 Remedy. The Executive acknowledges and agrees that he is employed in a fiduciary capacity, with obligations of trust and loyalty owed by him to the Corporation. Accordingly, the Executive agrees that the restrictions in Article VII, Article VIII and Article IX are reasonable in the circumstances of the Executive's employment and that the business and affairs of the Corporation cannot be properly protected from the adverse consequences of the actions of the Executive other than by the restrictions set forth in this Agreement. If any of the restrictions are determined to be unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Corporation but would be valid, for example, if the scope of their time periods or geographic areas were limited, the parties consent to the court making such modifications as may be required and such restrictions shall apply with such modifications as may be necessary to make them valid and effective. 10.2 Injunctions, Etc. The Executive acknowledges and agrees that in the event of a breach of the covenants, provisions and restrictions in Article VII, Article VIII and Article IX by the Executive, the Corporation's remedy in the form of monetary damages will be inadequate. Therefore, the Corporation shall be and is hereby authorized and entitled, in addition to all other rights and remedies available to it, to apply to a court of competent jurisdiction for interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach without the necessity of posting a bond or other security. 10.3 Survival. Each and every provision of Article I, Article VII, Article VIII and Article IX, and Article X shall survive the termination of this Agreement or the Executive's employment hereunder (regardless of the reason for such termination). ARTICLE XI - TERMINATION OF 2003 EMPLOYMENT AGREEMENT 11.1 2003 Employment Agreement. The Corporation and the Executive agree that the 2003 Employment Agreement is terminated and of no further force or effect as of this Effective Date. The Executive confirms that he has received all of the payments, benefits, perquisites, allowances and entitlements due or payable to him pursuant to the 2003 Employment Agreement and that the Corporation has no further obligations to the Executive in this regard, including any payments, benefits perquisites, allowances or entitlements which would have arisen in connection with the termination of the 2003 Employment Agreement.

-13ARTICLE XII - GENERAL CONTRACT TERMS 12.1 Recitals. The Corporation and the Executive represent and warrant to each other that the Recitals set out above are true. 12.2 Currency. All amounts payable pursuant to this Agreement are expressed in and shall be paid in Canadian currency. 12.3 Withholding. All amounts paid or payable and all benefits, perquisites, allowances or entitlements provided to the Executive under this Agreement are subject to applicable taxes and withholdings. Accordingly, the

-13ARTICLE XII - GENERAL CONTRACT TERMS 12.1 Recitals. The Corporation and the Executive represent and warrant to each other that the Recitals set out above are true. 12.2 Currency. All amounts payable pursuant to this Agreement are expressed in and shall be paid in Canadian currency. 12.3 Withholding. All amounts paid or payable and all benefits, perquisites, allowances or entitlements provided to the Executive under this Agreement are subject to applicable taxes and withholdings. Accordingly, the Corporation shall be entitled to deduct and withhold from any amount payable to the Executive hereunder such sums that the Corporation is required to withhold pursuant to any federal, provincial, state, local or foreign withholding or other applicable taxes or levies. Notwithstanding the foregoing, the Executive acknowledges and agrees that he is solely responsible for all tax liability arising from his receipt of any payments, benefits, perquisites, allowances or entitlements as set out in this Agreement. 12.4 Rights and Waivers. All rights and remedies of the parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either of the parties may have. 12.5 Waiver. Any purported waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or noncompliance under this Agreement shall not operate as a waiver of that party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature). 12.6 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 12.7 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by facsimile transmission (with confirmation of receipt) or mailed by prepaid registered mail addressed as follows: to the Corporation at: 207 Queen's Quay West Suite 340 Toronto, ON M5J 1A7 Facsimile No. (416) 203-6207 Attention: Chair

-14the Executive at: 25 Parkwood Avenue Toronto, ON M4V 2W9 or the last address in the Corporation's records or to such other address as the parties may from time to time specify by notice given in accordance herewith. Any

-14the Executive at: 25 Parkwood Avenue Toronto, ON M4V 2W9 or the last address in the Corporation's records or to such other address as the parties may from time to time specify by notice given in accordance herewith. Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if personally delivered, or if delivered by facsimile transmission or mailed as aforesaid, upon the date shown on the facsimile confirmation of receipt or on the postal return receipt as the date upon which the envelope containing such notice was actually received by the addressee. 12.8 Time of Essence. Time shall be of the essence of this Agreement in all respects. 12.9 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the parties and their respective heirs, administrators, executors, successors and permitted assigns. The Corporation shall have the right to assign this Agreement to any of its Affiliates or to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation. The Executive by the Executive's signature hereto expressly consents to such assignment and, provided that such successor agrees to assume and be bound by the terms and conditions of this Agreement, all references to the "Corporation" hereunder shall include its successor. The Executive shall not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of the Executive's rights or obligations under this Agreement without the prior consent of the Corporation, which may be arbitrarily withheld. 12.10 Amendment. No amendment of this Agreement will be effective unless made in writing and signed by the parties. 12.11 Entire Agreement. This Agreement (together with the plans and policies referred to herein) constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement. 12.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province and shall be treated, in all respects, as an Ontario contract. 12.13 Headings. The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement. 12.14 Independent Legal Advice. The parties acknowledge that prior to executing this Agreement they have each had the opportunity to obtain independent legal advice and that they

-15fully understand the nature of this Agreement and that they are entering into this Agreement voluntarily. 12.15 Ambiguities. As each party and its legal counsel has participated in the review and revision of this Agreement, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. IN WITNESS WHEREOF this Agreement has been signed by the parties hereto under seal with effect on the date set out above.

-15fully understand the nature of this Agreement and that they are entering into this Agreement voluntarily. 12.15 Ambiguities. As each party and its legal counsel has participated in the review and revision of this Agreement, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. IN WITNESS WHEREOF this Agreement has been signed by the parties hereto under seal with effect on the date set out above.
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF

COTT CORPORATION

Per: /s/ Colin D. Walker ----------------------------------Title SVP

Per: /s/ John K. Sheppard ----------------------------------Title President & CEO

/s/ J. Pacheco

)

/s/ Mark Benadiba

-------------------------------------) -------------------------------- Witness ) MARK BENADIBA l/s

EXHIBIT 10.2 SCHEDULE "A" TO THE EXECUTIVE EMPLOYMENT AGREEMENT MADE AS OF NOVEMBER ____, 2005 INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT made with effect as of the 28th of September, 2008. BETWEEN: COTT CORPORATION (hereinafter called "Cott") - and MARK BENADIBA, of the City of Toronto (hereinafter called the "Contractor") WHEREAS the Contractor has been an employee of Cott pursuant to a fixed term contract, such fixed-term employment contract to expire and employment to cease on September 27, 2008; AND WHEREAS Cott and the Contractor have negotiated an arrangement on the terms and conditions set out herein whereby the Contractor will be available to provide consulting services from time-to-time as requested by and for the benefit of Cott subsequent to the expiry of the fixed-term employment contract and cessation of the Contractor's employment; AND WHEREAS the terms set out in this Agreement shall be effective from September 28, 2008 (the "Effective Date") and the Contractor shall be entitled to payment in accordance with the payment terms set out herein;

EXHIBIT 10.2 SCHEDULE "A" TO THE EXECUTIVE EMPLOYMENT AGREEMENT MADE AS OF NOVEMBER ____, 2005 INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT made with effect as of the 28th of September, 2008. BETWEEN: COTT CORPORATION (hereinafter called "Cott") - and MARK BENADIBA, of the City of Toronto (hereinafter called the "Contractor") WHEREAS the Contractor has been an employee of Cott pursuant to a fixed term contract, such fixed-term employment contract to expire and employment to cease on September 27, 2008; AND WHEREAS Cott and the Contractor have negotiated an arrangement on the terms and conditions set out herein whereby the Contractor will be available to provide consulting services from time-to-time as requested by and for the benefit of Cott subsequent to the expiry of the fixed-term employment contract and cessation of the Contractor's employment; AND WHEREAS the terms set out in this Agreement shall be effective from September 28, 2008 (the "Effective Date") and the Contractor shall be entitled to payment in accordance with the payment terms set out herein; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, do hereby agree as follows: 1. CONSULTING SERVICES: Commencing on the Effective Date, Cott agrees to retain the Contractor (who agrees to be retained by Cott) as a consultant to provide such consulting services as requested by and for the benefit of Cott or its affiliates from time-to-time and as more specifically described in Appendix "1" attached hereto (the "Consulting Services"). The Consulting Services shall be performed at Cott's premises or at such other locations in Toronto, Canada, Tampa Bay, Florida, or such other mutually agreeable locations, or for the benefit of such customers, suppliers or organizations as Cott may direct. The Contractor is expected to observe all existing and future rules and regulations as identified to him by Cott. 2. TERM: The Consulting Services and the Contractor's availability therefor shall commence on the Effective Date and shall continue thereafter for a fixed period of two

-2(2) years ending on September 27, 2010 (the "Term"). Unless specifically renewed or extended in writing signed by Cott and the Contractor this Agreement shall be wholly and automatically terminated without further payment obligation from Cott at the expiry of the Term. The Contractor specifically acknowledges that Cott is under no obligation to renew or extend this Agreement. 3. CONSULTING FEES: In order to maintain the Contractor's availability to perform the Consulting Services during the Term, Cott shall pay to the Contractor an annual retainer, inclusive of all taxes, during the Term of Cdn. $125,000.00 (the "Retainer"). The Retainer will include up to 75 business days of performance of the Consulting Services per year during the Term if and when required by Cott. The Retainer shall be paid in equal monthly instalments commencing on the Effective Date and the Contractor shall provide invoices on a monthly basis as a condition of payment. There shall be no other fees due or payable to the Contractor during the Term

-2(2) years ending on September 27, 2010 (the "Term"). Unless specifically renewed or extended in writing signed by Cott and the Contractor this Agreement shall be wholly and automatically terminated without further payment obligation from Cott at the expiry of the Term. The Contractor specifically acknowledges that Cott is under no obligation to renew or extend this Agreement. 3. CONSULTING FEES: In order to maintain the Contractor's availability to perform the Consulting Services during the Term, Cott shall pay to the Contractor an annual retainer, inclusive of all taxes, during the Term of Cdn. $125,000.00 (the "Retainer"). The Retainer will include up to 75 business days of performance of the Consulting Services per year during the Term if and when required by Cott. The Retainer shall be paid in equal monthly instalments commencing on the Effective Date and the Contractor shall provide invoices on a monthly basis as a condition of payment. There shall be no other fees due or payable to the Contractor during the Term except as may be specifically agreed in writing and signed by Cott. The Contractor acknowledges that he is not eligible for any vacation pay or employee benefits or perquisites from Cott pursuant to this Agreement. Cott makes no representations as to any minimum level of Consulting Services that will be required of the Contractor nor any minimum level of compensation beyond the agreed rate of the Retainer. 4. BINDING THE CORPORATION: During the Term, the Contractor shall not, without the prior written consent of Cott, enter into any contract or commitment in the name of or on behalf of Cott nor bind Cott in any respect whatsoever. 5. EXPENSES: The parties shall be responsible for their own expenses, except that the Contractor will be reimbursed in accordance with Cott's policy for all business and travel expenses and provided appropriate receipts, invoices, etc., are supplied. Cott will provide administrative support to the extent practicable in order to facilitate the provision of the Consulting Services. 6. INDEPENDENT CONTRACTOR: The parties acknowledge and agree that in performing the Consulting Services, the Contractor is not an employee of Cott but is performing services as an independent contractor. To the extent required by law, the Contractor agrees to register for and include a GST registration number on all invoices and shall report and pay all taxes, employment insurance, Canada Pension Plan or similar contributions as are required by law. The Contractor acknowledges and agrees that Cott shall not be required to make any deductions or contributions (including employment insurance, Canada Pension Plan, workers' compensation, employer health tax or similar levies) in respect of his engagement. The Contractor shall: (a) be responsible to report to the proper authorities and pay all taxes, employment insurance contributions, Canada Pension Plan contributions, employer health tax, workers' compensation premiums, goods and services tax, or any other levies or taxes for which the Contractor may be liable at law in respect of any payments to him from Cott;

-3(b) where required by the Workplace Safety & Insurance Act, register for coverage and maintain all contributions and assessments required on an up-to-date basis, paying all of them as required; and (c) indemnify and save Cott and its directors, officers and employees harmless from all liabilities, damages, fines, interest or penalties which any of them may incur arising out of or relating to any breach by the Contractor of this Agreement (including negligent performance of the Consulting Services) or any failure by the Contractor to make any payments, withholdings, deductions or remittances as may be required by law to be made by him. 7. CONFIDENTIALITY: Unless required by law to do so, the Contractor shall not disclose to any person and shall not use for his own purposes or for any purposes other than for the benefit of Cott any confidential or proprietary information concerning Cott or any such information the Contractor acquired in relation to any of the businesses of Cott (including its affiliates customers, suppliers, or employees). This paragraph 7 shall apply before and subsequent to the termination of this Agreement, howsoever caused, provided that it shall not apply to the extent that such confidential information is publicly available without breach of any obligation by the Contractor hereunder.

-3(b) where required by the Workplace Safety & Insurance Act, register for coverage and maintain all contributions and assessments required on an up-to-date basis, paying all of them as required; and (c) indemnify and save Cott and its directors, officers and employees harmless from all liabilities, damages, fines, interest or penalties which any of them may incur arising out of or relating to any breach by the Contractor of this Agreement (including negligent performance of the Consulting Services) or any failure by the Contractor to make any payments, withholdings, deductions or remittances as may be required by law to be made by him. 7. CONFIDENTIALITY: Unless required by law to do so, the Contractor shall not disclose to any person and shall not use for his own purposes or for any purposes other than for the benefit of Cott any confidential or proprietary information concerning Cott or any such information the Contractor acquired in relation to any of the businesses of Cott (including its affiliates customers, suppliers, or employees). This paragraph 7 shall apply before and subsequent to the termination of this Agreement, howsoever caused, provided that it shall not apply to the extent that such confidential information is publicly available without breach of any obligation by the Contractor hereunder. 8. PROPRIETARY INFORMATION: All reports, research, working papers, data, procedures, computer programs (including source code and documentation), and other material or information produced or created in the performance of the services by the Contractor, or by any agent, employee, or sub-contractor of the Contractor, for the use of Cott, or to fulfill any requirement under this Agreement (all of which are hereafter called the "Property") shall be assigned to and constitute the sole property of Cott and may not be published or released without Cott's prior written consent. The Contractor agrees to deliver the Property and all copies thereof to Cott forthwith upon request. Upon termination of this Agreement, however caused, the Contractor will return to Cott all the Property belonging to Cott, including all confidential information, which may be in his possession. 9. OTHER SERVICES BY CONTRACTOR: The Contractor is free to offer services during the Term to any other person or entity except any time that the Contractor is required to provide Consulting Services to Cott and except to or on behalf of any other person or entity that carries on the business of manufacturing, selling, or distributing non-alcoholic beverages or any other line of business actively carried on by Cott or is in Cott's act of contemplation to the knowledge of the Contractor including, without limitation, the business carried on by any of Cott's affiliates or subsidiaries. 10. ASSIGNMENT: The Contractor agrees that this Agreement may be assigned by Cott to any of its affiliates, provided that such assignee expressly assumes all of Cott's obligations to the Contractor hereunder on a joint and several basis with Cott. Cott agrees that this Agreement may be assigned by the Contractor to any corporation or business entity of which the Contractor is an employee, provided that such assignee expressly assumes all of the Contractor's obligations to Cott hereunder on a joint and several basis with the Contractor, and further, provided that the Contractor shall perform the Consulting Services personally and without sub-contracting any of them.

-411. GENERAL: (a) The parties hereto covenant and agree to execute such instruments or other documents and to take such actions as they may deem necessary or desirable to give full effect to the terms and conditions of this Agreement. (b) The parties acknowledge that they have been afforded the opportunity to obtain independent legal advice with respect to this Agreement and they each confirm that they are acting of their own free will and not under duress nor undue influence. (c) This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current domicile or domicile in the future. (d) This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.

-411. GENERAL: (a) The parties hereto covenant and agree to execute such instruments or other documents and to take such actions as they may deem necessary or desirable to give full effect to the terms and conditions of this Agreement. (b) The parties acknowledge that they have been afforded the opportunity to obtain independent legal advice with respect to this Agreement and they each confirm that they are acting of their own free will and not under duress nor undue influence. (c) This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current domicile or domicile in the future. (d) This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and assigns. (e) If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected nor impaired but shall be enforced in accordance with their terms. (f) Except for those provisions in the Contractor's executive employment agreement with Cott that continue notwithstanding following the termination of such executive employment agreement (in particular, Article I, Article VII, Article VIII, Article IX and Article X thereof), which provisions shall continue in accordance with their terms, this Agreement represents the entire agreement between the parties with respect to the subject matter hereof, namely the terms and conditions of the provision of independent contract/consulting services by the Contractor to the Corporation, and cancels and supersedes any prior understandings and agreements between the parties with respect thereto. There are no other promises, representations nor inducements upon which the parties rely in entering into this Agreement other than as expressly set forth herein. (g) Any notice to be made or given in connection with this Agreement shall be made or given in writing and may be made by personal delivery or registered mail addressed to the recipient as follows: To the Contractor: Mark Benadiba 25 Parkwood Avenue Toronto, ON M4V 1A7

-5To the Corporation: Cott Corporation 207 Queen's Quay West Suite 340 Toronto, ON M5J 1A7 Attention: Chair or such other address or individual as may be designated by notice by either party to the other. Any notice made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery and if made or given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Ontario, following the deposit in the mail. (h) Nothing in this Agreement shall restrict Cott from retaining other independent contractors, consultants or employees to perform the same services or similar services as provided by the Contractor.

-5To the Corporation: Cott Corporation 207 Queen's Quay West Suite 340 Toronto, ON M5J 1A7 Attention: Chair or such other address or individual as may be designated by notice by either party to the other. Any notice made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery and if made or given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Ontario, following the deposit in the mail. (h) Nothing in this Agreement shall restrict Cott from retaining other independent contractors, consultants or employees to perform the same services or similar services as provided by the Contractor. (i) The parties represent and warrant to each other that the recitals set out above are true. IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the day and year first above written. COTT CORPORATION
Per: /s/ Colin D. Walker ----------------------------------Name: Colin D. Walker Title: SVP

Per: /s/ John K. Sheppard ----------------------------------Name: John K. Sheppard Title: President & CEO

/s/ J. Pacheco ) -------------------------------------) Witness )

/s/ Mark Benadiba l/s ---------------------------------------MARK BENADIBA

EXHIBIT 10.2 APPENDIX 1 DESCRIPTION OF CONSULTING SERVICES The consulting services shall include: - meetings with Cott management, customers and suppliers; - reasonable notice (at least five business days)of meetings to be provided by Cott to the Contractor; - staff and team meetings - strategy and planning meetings

EXHIBIT 10.2 APPENDIX 1 DESCRIPTION OF CONSULTING SERVICES The consulting services shall include: - meetings with Cott management, customers and suppliers; - reasonable notice (at least five business days)of meetings to be provided by Cott to the Contractor; - staff and team meetings - strategy and planning meetings - other support to be determined

Exhibit 10.21 (COTT LOGO) Cott Corporation 207 Queen's Quay West Suite 340 Toronto, Ontario M5J 1A7 Tel 416 203 3898 Fax 416 203 8171 TINA DELL'AQUILA HAND DELIVERED Wednesday, 25 May 2005 PRIVATE AND CONFIDENTIAL: TINA DELL'AQUILA Dear Tina Further to our recent discussions I am very pleased to be able to confirm to you in writing the following interim changes to your terms and conditions of employment.
JOB TITLE: Interim Chief Financial Officer

REPORTING MANAGER: John Sheppard-President & Chief Executive Officer EFFECTIVE DATE: SALARY: Monday 2nd May 2005. You will receive an additional payment of $10,000 per month (pro-rated for part months) less appropriate withholdings. Once the CFO is recruited this payment will continue for a further period of 3 months. For the year 2005 your bonus eligibility percentage will be 65% of your base salary. In the event that your employment is terminated by Cott for any reason other than just cause, Cott will provide you with a severance package equal to 18 months base salary, bonus guaranteed at 100% targeted payout, car allowance and benefits (excluding long and short term disability coverage and the out-of country benefits). This payment will be inclusive of any amounts to which you would otherwise be entitled at law and no other compensation or payments will be made to you in such event. In addition, the payment will be

BONUS:

TERMINATION:

Exhibit 10.21 (COTT LOGO) Cott Corporation 207 Queen's Quay West Suite 340 Toronto, Ontario M5J 1A7 Tel 416 203 3898 Fax 416 203 8171 TINA DELL'AQUILA HAND DELIVERED Wednesday, 25 May 2005 PRIVATE AND CONFIDENTIAL: TINA DELL'AQUILA Dear Tina Further to our recent discussions I am very pleased to be able to confirm to you in writing the following interim changes to your terms and conditions of employment.
JOB TITLE: Interim Chief Financial Officer

REPORTING MANAGER: John Sheppard-President & Chief Executive Officer EFFECTIVE DATE: SALARY: Monday 2nd May 2005. You will receive an additional payment of $10,000 per month (pro-rated for part months) less appropriate withholdings. Once the CFO is recruited this payment will continue for a further period of 3 months. For the year 2005 your bonus eligibility percentage will be 65% of your base salary. In the event that your employment is terminated by Cott for any reason other than just cause, Cott will provide you with a severance package equal to 18 months base salary, bonus guaranteed at 100% targeted payout, car allowance and benefits (excluding long and short term disability coverage and the out-of country benefits). This payment will be inclusive of any amounts to which you would otherwise be entitled at law and no other compensation or payments will be made to you in such event. In addition, the payment will be subject to you signing a release in form and content satisfactory to Cott at such time.

BONUS:

TERMINATION:

All other existing terms and conditions remain the same. Tina, on a personal note I am looking forward to working more closely with you. Please contact me if you have any queries with regard to the above. In the meantime could you please sign one copy of this amendment to terms and conditions letter and pass back to Sher Zaman - HR. Yours sincerely
/s/ John Sheppard -----------------------------------John Sheppard President & Chief Executive Officer

I agree and accept the above amendments to my terms and conditions of employment.

Signature:

Dated: May 31, 2005

/s/ Tina Dell'Aquila ------------------------------------

EXHIBIT 10.21 CONFIDENTIALITY UNDERTAKING TO: Cott Corporation ("Cott"), its subsidiaries, affiliates and associated companies (collectively and individually, the "Corporation") FROM: TINA DELL'AQUILA (the "Executive") FOR GOOD AND VALUABLE CONSIDERATION, including without limitation the Executive's employment with the Corporation and the wages and salary and other benefits received and to be received by the Executive in respect of such employment, and in particular, but without limitation, the grant to the Executive of options to purchase common shares of the Cott on September 14, 1998, the receipt and sufficiency of which consideration the Executive hereby acknowledges: 1. CONFIDENTIALITY The Executive acknowledges that in the course of carrying out, performing and fulfilling his obligations to the Corporation, the Executive has had and will have access to and has been and will be entrusted with information that would reasonably be considered confidential to the Corporation, the disclosure of which to competitors of the Corporation or to the general public, will be highly detrimental to the best interests of the Corporation. Such information ("Confidential Information") includes, without limitation, trade secrets, know-how, marketing plans and techniques, cost and pricing figures, customer lists, supplier lists, software, and information relating to employees, suppliers, customers and persons in contractual relationships with the Corporation. Except as may be required in the course of carrying out his duties to the Corporation, the Executive covenants and agrees that he will not disclose, so long as he is employed by the Corporation or at any time thereafter, any of such Confidential Information to any person, other than to the directors, officers, employees or agents of the Corporation that have a need to know such Confidential Information, nor shall the Executive use or exploit, directly or indirectly, such Confidential Information for any purpose other than for the purposes of the Corporation, nor will he disclose nor use for any purpose, other than for those of the Corporation any other information which he may acquire during his employment with respect to the business and affairs of the Corporation. Notwithstanding all of the foregoing, the Executive shall be entitled to disclose such Confidential Information if required pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official, provided that the Executive shall first have: i. notified the Corporation; ii. consulted with the Corporation on the advisability of taking steps to resist such requirements; and iii. if the disclosure is required or deemed advisable, cooperate with the Corporation in an attempt to obtain an order or other assurance that such Confidential Information will be accorded confidential treatment. 2. INVENTIONS The Executive acknowledges and agrees that all right, title and interest in and to any information, trade secrets, advances, discoveries, improvements, research materials and data bases made or conceived by the Executive prior to or during his employment relating to the business or affairs of the Corporation, shall belong exclusively to the Corporation. The Executive waives any and all moral rights he may have in respect of any such items and acknowledges that all of them shall be considered to be "works for hire" and owned by the Corporation. In connection with the foregoing, the Executive agrees to execute any assignments and/or acknowledgements as may be requested by the Corporation from time to time.

EXHIBIT 10.21 CONFIDENTIALITY UNDERTAKING TO: Cott Corporation ("Cott"), its subsidiaries, affiliates and associated companies (collectively and individually, the "Corporation") FROM: TINA DELL'AQUILA (the "Executive") FOR GOOD AND VALUABLE CONSIDERATION, including without limitation the Executive's employment with the Corporation and the wages and salary and other benefits received and to be received by the Executive in respect of such employment, and in particular, but without limitation, the grant to the Executive of options to purchase common shares of the Cott on September 14, 1998, the receipt and sufficiency of which consideration the Executive hereby acknowledges: 1. CONFIDENTIALITY The Executive acknowledges that in the course of carrying out, performing and fulfilling his obligations to the Corporation, the Executive has had and will have access to and has been and will be entrusted with information that would reasonably be considered confidential to the Corporation, the disclosure of which to competitors of the Corporation or to the general public, will be highly detrimental to the best interests of the Corporation. Such information ("Confidential Information") includes, without limitation, trade secrets, know-how, marketing plans and techniques, cost and pricing figures, customer lists, supplier lists, software, and information relating to employees, suppliers, customers and persons in contractual relationships with the Corporation. Except as may be required in the course of carrying out his duties to the Corporation, the Executive covenants and agrees that he will not disclose, so long as he is employed by the Corporation or at any time thereafter, any of such Confidential Information to any person, other than to the directors, officers, employees or agents of the Corporation that have a need to know such Confidential Information, nor shall the Executive use or exploit, directly or indirectly, such Confidential Information for any purpose other than for the purposes of the Corporation, nor will he disclose nor use for any purpose, other than for those of the Corporation any other information which he may acquire during his employment with respect to the business and affairs of the Corporation. Notwithstanding all of the foregoing, the Executive shall be entitled to disclose such Confidential Information if required pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official, provided that the Executive shall first have: i. notified the Corporation; ii. consulted with the Corporation on the advisability of taking steps to resist such requirements; and iii. if the disclosure is required or deemed advisable, cooperate with the Corporation in an attempt to obtain an order or other assurance that such Confidential Information will be accorded confidential treatment. 2. INVENTIONS The Executive acknowledges and agrees that all right, title and interest in and to any information, trade secrets, advances, discoveries, improvements, research materials and data bases made or conceived by the Executive prior to or during his employment relating to the business or affairs of the Corporation, shall belong exclusively to the Corporation. The Executive waives any and all moral rights he may have in respect of any such items and acknowledges that all of them shall be considered to be "works for hire" and owned by the Corporation. In connection with the foregoing, the Executive agrees to execute any assignments and/or acknowledgements as may be requested by the Corporation from time to time.

3. CORPORATE OPPORTUNITIES Any business opportunities related to the business of the Corporation which become known to the Executive during his employment must be fully disclosed and made available to the Corporation by the Executive, and the

3. CORPORATE OPPORTUNITIES Any business opportunities related to the business of the Corporation which become known to the Executive during his employment must be fully disclosed and made available to the Corporation by the Executive, and the Executive agrees not to take or attempt to take any action if the result would be to divert from the Corporation any opportunity which is within the scope of its business. 4. PROPERTY Upon termination of the Executive's employment, for whatever reason, the Executive will return to the Corporation all property belonging to the Corporation, including without limitation, all Confidential Information, keys, manuals, customer lists, computer software and hardware, correspondence, files, records (howsoever maintained), money, cards and supplies which may be in the Executive's possession or control. 5. GENERAL PROVISIONS (a) The Executive acknowledges and agrees that in the event of a breach of the covenants, provisions and restrictions in this Undertaking, the Corporation's remedy in the form of monetary damages will be inadequate and that the Corporation shall be and is hereby authorized and entitled, in addition to all other rights and remedies available to it, to apply for and obtain from a court of competent jurisdiction interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach. (b) The parties acknowledge that the restrictions in this Undertaking are reasonable in all of the circumstances. If any of the restrictions are determined to be unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the Corporation but would be valid, for example, if the scope of their time periods or geographic areas were limited, the parties consent to the court making such modifications as may be required and such restrictions shall apply with such modifications as may be necessary to make them valid and effective. (c) Each and every provision of Sections 1, 2, 3, 4 and 5 shall survive the termination of the Executive's employment (regardless of the reason for such termination). (d) This Undertaking will be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. EXECUTED THIS 27 DAY OF OCTOBER, 1998. TINA DELL'AQUILA L/S NAME: TINA DELL'AQUILA 2

EXHIBIT 13.1 (PICTURE) (COTT LOGO) THE RIGHT FORMULA 2005 ANNUAL REPORT
ABOUT COTT COTT CORPORATION IS ONE OF THE WORLD'S LARGEST RETAILER BRAND BEVERAGE PRODUCERS. COTT MANUFACTURES CARBONATED SOFT DRINKS AND OTHER NON-ALCOHOLIC BEVERAGES FOR LEADING SUPERMARKETS, MASS MERCHANDISERS, DRUG STORES AND CONVENIENCE STORES IN ITS CORE GEOGRAPHIES OF CANADA, THE UNITED STATES, THE UNITED KINGDOM AND MEXICO. THE COMPANY ALSO DEVELOPS FORMULAS AND SELLS CONCENTRATES TO BOTTLERS IN MORE THAN 60 COUNTRIES OUTSIDE NORTH AMERICA WHO PRODUCE THE RC(R) FAMILY OF SOFT DRINKS.

EXHIBIT 13.1 (PICTURE) (COTT LOGO) THE RIGHT FORMULA 2005 ANNUAL REPORT
ABOUT COTT COTT CORPORATION IS ONE OF THE WORLD'S LARGEST RETAILER BRAND BEVERAGE PRODUCERS. COTT MANUFACTURES CARBONATED SOFT DRINKS AND OTHER NON-ALCOHOLIC BEVERAGES FOR LEADING SUPERMARKETS, MASS MERCHANDISERS, DRUG STORES AND CONVENIENCE STORES IN ITS CORE GEOGRAPHIES OF CANADA, THE UNITED STATES, THE UNITED KINGDOM AND MEXICO. THE COMPANY ALSO DEVELOPS FORMULAS AND SELLS CONCENTRATES TO BOTTLERS IN MORE THAN 60 COUNTRIES OUTSIDE NORTH AMERICA WHO PRODUCE THE RC(R) FAMILY OF SOFT DRINKS. COTT'S COMMITMENT TO CUSTOMER SERVICE IS SUPPORTED BY EXCEPTIONAL RESEARCH AND DEVELOPMENT, CONCENTRATE MANUFACTURING, 22 BEVERAGE MANUFACTURING PLANTS AND OVER 3,400 TALENTED EMPLOYEES.

SEGMENTED INFORMATION ---------------------

NORTH AMERICA -------------

U.K./EUROPE -----------

SALES BY SEGMENT (in millions of U.S. dollars) NUMBER OF BEVERAGE MANUFACTURING PLANTS NUMBER OF EMPLOYEES

$1,428 17 2,497

$252 4 723

INTERNATIONAL ----------------(includes Mexico, RC International) $ 72 1 264

(PICTURE)

1 2005 Annual Report COTT CORPORATION FIVE YEAR HISTORICAL NET INCOME SUMMARY (in millions of U.S. dollars, except per share amounts)
YEARS ENDED(1) -------------Sales Gross profit Operating income(4) EBITDA(3, 4) Cash flow from operations, after capital expenditures(2, 3) Income from continuing operations(2) Income from continuing operations per diluted share(2) Working capital Net debt to net debt plus equity(2) 05 -------$1,755.3 14.2% $ 73.4 138.3 53.3 24.6 0.34 25.3 45.9% 04 -------$1,646.3 17.2% $ 144.7 200.1 52.4 78.3 1.09 126.0 41.0% 03 -------$1,417.8 19.5% $ 148.9 196.0 103.1 77.4 1.09 45.2 49.5% 02 -------$1,198.6 19.4% $ 122.7 164.2(2 67.3 58.3 0.83 56.9 63.1%

SALES (in millions of U.S. dollars)
05 04 03 02 01 $1,755.3 1,646.3 1,417.8 1,198.6 1,090.1

1 2005 Annual Report COTT CORPORATION FIVE YEAR HISTORICAL NET INCOME SUMMARY (in millions of U.S. dollars, except per share amounts)
YEARS ENDED(1) -------------Sales Gross profit Operating income(4) EBITDA(3, 4) Cash flow from operations, after capital expenditures(2, 3) Income from continuing operations(2) Income from continuing operations per diluted share(2) Working capital Net debt to net debt plus equity(2) 05 -------$1,755.3 14.2% $ 73.4 138.3 53.3 24.6 0.34 25.3 45.9% 04 -------$1,646.3 17.2% $ 144.7 200.1 52.4 78.3 1.09 126.0 41.0% 03 -------$1,417.8 19.5% $ 148.9 196.0 103.1 77.4 1.09 45.2 49.5% 02 -------$1,198.6 19.4% $ 122.7 164.2(2 67.3 58.3 0.83 56.9 63.1%

SALES (in millions of U.S. dollars)
05 04 03 02 01 $1,755.3 1,646.3 1,417.8 1,198.6 1,090.1

EBITDA(2, 3) (in millions of U.S. dollars)
05 04 03 02 01 $ 138.3 200.1 196.0 164.2 135.5

CASH FLOW FROM OPERATIONS AFTER CAPITAL EXPENDITURES(2) (in millions of U.S. dollars)
05 04 03 02 01 $ 53.3 52.4 103.1 67.3 57.6

INCOME FROM CONTINUING OPERATIONS PER DILUTED SHARE(2) (in U.S. dollars)
05 04 03 02 01 $ 0.34 1.09 1.09 0.83 0.58

(1)

Any references to 2005, 2004, 2003, 2002 and 2001 correspond to the year-end dates indicated in the financial statements and notes of this

year-end dates indicated in the financial statements and notes of this Annual Report. (2) The December 28, 2002 results are as reported in 2002 based on U.S. GAAP in effect at that time. We adopted SFAS 145 retroactively in 2003. As a result of SFAS 145, income from continuing operations decreased $9.6 million or $0.14 per diluted share and operating cash flow decreased $10.6 million. For more information about the impact of SFAS 145, see note 3 to the consolidated financial statements of our 2003 Annual Report on Form 10-K filed with various regulatory authorities. As defined in the Annual Report on Form 10-K, on page 16 of this Annual Report. Includes unusual items.

(3)

(4)

2
COTT CORPORATION 2005 Annual Report LETTER TO SHAREOWNERS JOHN K. SHEPPARD, President & Chief Executive Officer

FELLOW SHAREOWNERS In last year's Annual Report, I referred to the "great things in store" for Cott's valued shareowners, our customers and the men and women who are committed to our Company's future success. While the financial results of 2005 were disappointing, we remain focused on the long-term value prospects for our Company and we are confident that we have the right ingredients and the "right formula" to build on the strong foundation that has supported Cott's growth in the past. A great deal changed during 2005, both in the beverage industry and in our busi- ness. Unprecedented cost increases for ingredients and packaging put pressure on our margins and contributed to the challenges we experienced in meeting our financial expectations, despite our moves to recover those costs through pricing. While we grew total sales in the year, the continued shift in consumption toward bottled water and noncarbonated beverages also affected our earnings. In addition, higher fixed costs resulting from the capacity we added to our system to support future growth impacted our profitability. (PHOTO OF JOHN K. SHEPPARD)

3 2005 Annual Report COTT CORPORATION "WE REMAIN FOCUSED ON THE LONG-TERM VALUE PROSPECTS FOR OUR COMPANY AND WE ARE CONFIDENT THAT WE HAVE THE RIGHT INGREDIENTS AND THE "RIGHT FORMULA" TO BUILD ON THE STRONG FOUNDATION THAT HAS SUPPORTED COTT'S GROWTH IN THE PAST." Our business environment has changed and we must change with it. We began taking steps in 2005 that I believe are critical for our future. - We realigned our Canadian and U.S. operations on a North American basis to leverage management expertise and supply chain efficiencies. - We made changes in leadership throughout the organization that have brought us focus, continuity and experience to manage through our current challenges and leverage the opportunities ahead of us.

2
COTT CORPORATION 2005 Annual Report LETTER TO SHAREOWNERS JOHN K. SHEPPARD, President & Chief Executive Officer

FELLOW SHAREOWNERS In last year's Annual Report, I referred to the "great things in store" for Cott's valued shareowners, our customers and the men and women who are committed to our Company's future success. While the financial results of 2005 were disappointing, we remain focused on the long-term value prospects for our Company and we are confident that we have the right ingredients and the "right formula" to build on the strong foundation that has supported Cott's growth in the past. A great deal changed during 2005, both in the beverage industry and in our busi- ness. Unprecedented cost increases for ingredients and packaging put pressure on our margins and contributed to the challenges we experienced in meeting our financial expectations, despite our moves to recover those costs through pricing. While we grew total sales in the year, the continued shift in consumption toward bottled water and noncarbonated beverages also affected our earnings. In addition, higher fixed costs resulting from the capacity we added to our system to support future growth impacted our profitability. (PHOTO OF JOHN K. SHEPPARD)

3 2005 Annual Report COTT CORPORATION "WE REMAIN FOCUSED ON THE LONG-TERM VALUE PROSPECTS FOR OUR COMPANY AND WE ARE CONFIDENT THAT WE HAVE THE RIGHT INGREDIENTS AND THE "RIGHT FORMULA" TO BUILD ON THE STRONG FOUNDATION THAT HAS SUPPORTED COTT'S GROWTH IN THE PAST." Our business environment has changed and we must change with it. We began taking steps in 2005 that I believe are critical for our future. - We realigned our Canadian and U.S. operations on a North American basis to leverage management expertise and supply chain efficiencies. - We made changes in leadership throughout the organization that have brought us focus, continuity and experience to manage through our current challenges and leverage the opportunities ahead of us. - In North America, we increased prices and laid the foundation for cost recovery pricing in the future. - We made significant progress in implementing an enterprise resource planning tool, our core business management system that standardizes supply chain, finance and administrative systems in support of improved efficiencies and more effective, timely decision-making. These actions have contributed to a renewed sense of purpose and passion to bring about positive change for Cott. There will be a period of transition as we reposition our Company for longer-term profitability, but each and every member of my executive team is personally committed to taking the right actions and making the tough decisions necessary to help ensure Cott remains a leader in retailer brand beverages for years to come.

3 2005 Annual Report COTT CORPORATION "WE REMAIN FOCUSED ON THE LONG-TERM VALUE PROSPECTS FOR OUR COMPANY AND WE ARE CONFIDENT THAT WE HAVE THE RIGHT INGREDIENTS AND THE "RIGHT FORMULA" TO BUILD ON THE STRONG FOUNDATION THAT HAS SUPPORTED COTT'S GROWTH IN THE PAST." Our business environment has changed and we must change with it. We began taking steps in 2005 that I believe are critical for our future. - We realigned our Canadian and U.S. operations on a North American basis to leverage management expertise and supply chain efficiencies. - We made changes in leadership throughout the organization that have brought us focus, continuity and experience to manage through our current challenges and leverage the opportunities ahead of us. - In North America, we increased prices and laid the foundation for cost recovery pricing in the future. - We made significant progress in implementing an enterprise resource planning tool, our core business management system that standardizes supply chain, finance and administrative systems in support of improved efficiencies and more effective, timely decision-making. These actions have contributed to a renewed sense of purpose and passion to bring about positive change for Cott. There will be a period of transition as we reposition our Company for longer-term profitability, but each and every member of my executive team is personally committed to taking the right actions and making the tough decisions necessary to help ensure Cott remains a leader in retailer brand beverages for years to come. In North America, Mark Benadiba's many years of Cott experience have allowed him to make great strides in driving a new approach to operations. He has empowered the men and women in our facilities to identify and implement the cost-saving opportunities they discover on the front lines. With my support, Mark has pushed forward tough decisions to close operations and take other significant steps to reduce costs throughout the organization. John Dennehy has streamlined the North American Sales and Marketing organization and opened a new chapter in Cott's relationships with our key customers, ensuring that we share a common vision of the future and are true partners in building the value of their retailer brand beverage programs. Jason Nichol continues to play a critical role overseeing business development and customer service for WalMart. As part of our North American realignment, Jason now reports directly to me, reflecting the importance we place on servicing our largest customer. In the U.K. and Europe, Andy Murfin and his team continue to grow our business. Full-year 2005 sales for the division were up 30% and 11% when the impact of acquisitions and foreign exchange are excluded. While our purchase of Macaw Soft Drinks is in the final stages of review by the U.K. Competition Commission, we expect it to be approved and we plan to leverage Macaw's manufacturing capability and growth potential in the still, aseptic and dilute-to-taste beverage segments. Colin Walker has recently added responsibility for our business in Mexico and RC Cola International to his Corporate Resources role. While a small part of our total business, these operations delivered strong top and bottom line growth in 2005. In particular, Mexico continues to perform well with sales up 25% over 2004. As the concept of retailer brands takes hold in Mexico, we clearly see the long-term growth potential for Cott in such markets. I am grateful for the continued expertise and support of Mark Halperin, our General Counsel and Secretary. Mark's combination of business acumen and legal expertise contributes to the success of our businesses on a daily basis. As well, his leadership in our corporate governance has been critical throughout the past year.

4 COTT CORPORATION 2005 Annual Report FROM LEFT TO RIGHT STARTING AT THE TOP: (PICTURE OF MARK BENADIBA AND JOHN DENNEHY) MARK BENADIBA, Executive Vice President, North American Operations JOHN DENNEHY, Vice President, North American Sales & Marketing (PICTURE OF MARK R. HALPERIN) MARK R. HALPERIN, Senior Vice President, General Counsel & Secretary (PICTURE OF B. CLYDE PRESLAR) B. CLYDE PRESLAR, Executive Vice President & Chief Financial Officer (PICTURE OF JASON NICHOL) JASON NICHOL, Vice President, Business Development Wal-Mart (PICTURE OF ANDREW J. MURFIN, JOHN K. SHEPPARD AND COLIN D. WALKER) ANDREW J. MURFIN, Senior Vice President & Managing Director, Cott U.K. and Europe JOHN K. SHEPPARD, President & Chief Executive Officer COLIN D. WALKER, Senior Vice President, Corporate Resources

5 2005 Annual Report COTT CORPORATION "TO POSITION OUR COMPANY FOR PROFITABLE GROWTH IN THE YEARS TO COME WE MUST FOCUS OUR EFFORTS ON DRIVING IMPROVED MARGIN PERFORMANCE AND MAKING STRATEGIC ENTRIES INTO FAST-GROWING NON-CARBONATED BEVERAGE CATEGORIES." And finally, in August we welcomed Clyde Preslar as our new Chief Financial Officer. Clyde's many years of experience as CFO of Lance Inc., a U.S.-based manufacturer of both branded and retailer branded snack foods, have made him a superb addition to the executive team. His grasp of our business and his financial leadership will help steer us through this transition year and toward longer-term profitability. Together, we have set clear and simple priorities for the next three years. To position our Company for profitable growth in the future we must focus our efforts on driving improved margin performance and making strategic entries into fast-growing non-carbonated beverage categories. Details of the actions we intend to take to deliver on these priorities can be found in the pages to follow. These are straightforward goals that every member of the Cott team is focused on achieving. We know we must

4 COTT CORPORATION 2005 Annual Report FROM LEFT TO RIGHT STARTING AT THE TOP: (PICTURE OF MARK BENADIBA AND JOHN DENNEHY) MARK BENADIBA, Executive Vice President, North American Operations JOHN DENNEHY, Vice President, North American Sales & Marketing (PICTURE OF MARK R. HALPERIN) MARK R. HALPERIN, Senior Vice President, General Counsel & Secretary (PICTURE OF B. CLYDE PRESLAR) B. CLYDE PRESLAR, Executive Vice President & Chief Financial Officer (PICTURE OF JASON NICHOL) JASON NICHOL, Vice President, Business Development Wal-Mart (PICTURE OF ANDREW J. MURFIN, JOHN K. SHEPPARD AND COLIN D. WALKER) ANDREW J. MURFIN, Senior Vice President & Managing Director, Cott U.K. and Europe JOHN K. SHEPPARD, President & Chief Executive Officer COLIN D. WALKER, Senior Vice President, Corporate Resources

5 2005 Annual Report COTT CORPORATION "TO POSITION OUR COMPANY FOR PROFITABLE GROWTH IN THE YEARS TO COME WE MUST FOCUS OUR EFFORTS ON DRIVING IMPROVED MARGIN PERFORMANCE AND MAKING STRATEGIC ENTRIES INTO FAST-GROWING NON-CARBONATED BEVERAGE CATEGORIES." And finally, in August we welcomed Clyde Preslar as our new Chief Financial Officer. Clyde's many years of experience as CFO of Lance Inc., a U.S.-based manufacturer of both branded and retailer branded snack foods, have made him a superb addition to the executive team. His grasp of our business and his financial leadership will help steer us through this transition year and toward longer-term profitability. Together, we have set clear and simple priorities for the next three years. To position our Company for profitable growth in the future we must focus our efforts on driving improved margin performance and making strategic entries into fast-growing non-carbonated beverage categories. Details of the actions we intend to take to deliver on these priorities can be found in the pages to follow. These are straightforward goals that every member of the Cott team is focused on achieving. We know we must execute flawlessly, without excuses. We also know that we have a solid foundation to support us, a foundation

5 2005 Annual Report COTT CORPORATION "TO POSITION OUR COMPANY FOR PROFITABLE GROWTH IN THE YEARS TO COME WE MUST FOCUS OUR EFFORTS ON DRIVING IMPROVED MARGIN PERFORMANCE AND MAKING STRATEGIC ENTRIES INTO FAST-GROWING NON-CARBONATED BEVERAGE CATEGORIES." And finally, in August we welcomed Clyde Preslar as our new Chief Financial Officer. Clyde's many years of experience as CFO of Lance Inc., a U.S.-based manufacturer of both branded and retailer branded snack foods, have made him a superb addition to the executive team. His grasp of our business and his financial leadership will help steer us through this transition year and toward longer-term profitability. Together, we have set clear and simple priorities for the next three years. To position our Company for profitable growth in the future we must focus our efforts on driving improved margin performance and making strategic entries into fast-growing non-carbonated beverage categories. Details of the actions we intend to take to deliver on these priorities can be found in the pages to follow. These are straightforward goals that every member of the Cott team is focused on achieving. We know we must execute flawlessly, without excuses. We also know that we have a solid foundation to support us, a foundation built from years of servicing our customers with quality products at exceptional value. Cott continues to enjoy a leading share of retailer brand carbonated soft drink (CSD) sales in each of our key geographies - Canada, the U.S., the U.K. and Mexico - and retailer brands continue to gain momentum around the world. Globally, retailer brands grew at more than twice the rate of national brands across a wide range of grocery categories from 2004 to 2005. Last year, North American retailer brands held a 16% share of the grocery segment, still well below the U.K./Europe at 23%. However, the retailer brand growth rate in North America was 7%, outpacing the U.K./Europe at 4% and underlining our confidence in the future prospects for Cott. These trends were reflected in our own 2005 share performance in the U.S., where Cott maintained its CSD share while the total category declined. Our U.S. share has continued to grow into early 2006, despite a highly competitive environment. As we continue to deliver flavor and packaging innovation for our CSD products, we're confident in our ability to grow our core business while we pursue longer-term strategic penetration in noncarbonated beverage categories. As a fellow shareowner, I understand that results speak louder than words. The Cott management team has a clear understanding of the challenges it faces and what it will take to deliver results. Through the coming year, you will see us take the actions to drive long-term value creation for our shareowners. The formula is clear: - Outstanding research and development that produces quality products and beverage innovation. - The operational expertise, manufacturing facilities and infrastructure to support customer needs. - A strong and experienced executive team leading a talented workforce. - A commitment to our customers and the growth of their retailer brand programs. - A sound strategic plan for the future. We have the right formula at the right time for our customers, our employees and, most importantly, our valued shareowners.
/s/ John K. Sheppard -------------------------------------

John K. Sheppard President & Chief Executive Officer

6 COTT CORPORATION 2005 Annual Report 2005 HIGHLIGHTS IMPORTANT STRATEGIC ACCOMPLISHMENTS DURING 2005 REFLECT THE UNDERLYING STRENGTH OF OUR BUSINESS AND OUR CONTINUING PROGRESS IN POSITIONING COTT FOR LONGER-TERM GROWTH AND PROFITABILITY. SERVICE TO OUR CUSTOMERS We put our customers at the center of everything we do, recognizing that our products play a significant role in the success of their overall retailer brand programs. In 2005, we were rewarded for our customer-centric focus with two notable recognitions. Supervalu Inc., a leader in the grocery retailing industry, named Cott Beverages USA as its "Supplier of the Year," acknowledging the positive impact of the resources and commitment we offer our customers. In addition, for the fifth consecutive year, Cott was named "Category Colonel" for retailer brand soft drinks by PLBuyers Magazine. The award recognizes manu- facturers who "are committed to quality and the establishment of true partnerships with retailers." REALIGNING NORTH AMERICA In September we announced a realignment of our Canadian and U.S. business units, consolidating into one streamlined North American operation. We undertook this important strategic initiative to leverage management strengths, create opportunities for supply chain efficiencies, and improve alignment with our customers' needs. The result is a new and more integrated approach to planning, sales, marketing, purchasing and operations across our entire North American business. We are taking costs out of our system and building the foundation to optimize our assets for future growth. (PICTURE) PRODUCTION AND WAREHOUSING in our new Fort Worth facility. STARTING OUT RIGHT In June, we began shipping from our new 550,000 square foot, state-of-the-art manufacturing facility in Fort Worth, Texas. With the latest technology and high-speed manufacturing capabilities, the plant produced 6.3 million cases in 2005, exceeding our start-up expectations and providing the foundation for accelerating our planned volume to 32 million cases in 2006. The addition of Fort Worth to our North American operations gives us the flexibility and capacity to better service our customers' needs. As the beverage industry evolves, our newest plant will help us continue to compete successfully well into the future.

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6 COTT CORPORATION 2005 Annual Report 2005 HIGHLIGHTS IMPORTANT STRATEGIC ACCOMPLISHMENTS DURING 2005 REFLECT THE UNDERLYING STRENGTH OF OUR BUSINESS AND OUR CONTINUING PROGRESS IN POSITIONING COTT FOR LONGER-TERM GROWTH AND PROFITABILITY. SERVICE TO OUR CUSTOMERS We put our customers at the center of everything we do, recognizing that our products play a significant role in the success of their overall retailer brand programs. In 2005, we were rewarded for our customer-centric focus with two notable recognitions. Supervalu Inc., a leader in the grocery retailing industry, named Cott Beverages USA as its "Supplier of the Year," acknowledging the positive impact of the resources and commitment we offer our customers. In addition, for the fifth consecutive year, Cott was named "Category Colonel" for retailer brand soft drinks by PLBuyers Magazine. The award recognizes manu- facturers who "are committed to quality and the establishment of true partnerships with retailers." REALIGNING NORTH AMERICA In September we announced a realignment of our Canadian and U.S. business units, consolidating into one streamlined North American operation. We undertook this important strategic initiative to leverage management strengths, create opportunities for supply chain efficiencies, and improve alignment with our customers' needs. The result is a new and more integrated approach to planning, sales, marketing, purchasing and operations across our entire North American business. We are taking costs out of our system and building the foundation to optimize our assets for future growth. (PICTURE) PRODUCTION AND WAREHOUSING in our new Fort Worth facility. STARTING OUT RIGHT In June, we began shipping from our new 550,000 square foot, state-of-the-art manufacturing facility in Fort Worth, Texas. With the latest technology and high-speed manufacturing capabilities, the plant produced 6.3 million cases in 2005, exceeding our start-up expectations and providing the foundation for accelerating our planned volume to 32 million cases in 2006. The addition of Fort Worth to our North American operations gives us the flexibility and capacity to better service our customers' needs. As the beverage industry evolves, our newest plant will help us continue to compete successfully well into the future.

7 2005 Annual Report COTT CORPORATION (PICTURE) ALL THE RAVE, our new energy drinks hit the Canadian market.

7 2005 Annual Report COTT CORPORATION (PICTURE) ALL THE RAVE, our new energy drinks hit the Canadian market. ENERGIZED For the beverage industry as a whole, 2005 was marked by continued shifts in consumer trends towards alternative categories such as bottled water, sport beverages and energy drinks. In Canada, we demonstrated Cott's ability to react quickly to consumer trends and changing customer demands when a change in government regulations opened the door to a new opportunity. With a history of success in energy drinks in the U.K., we were able to accurately assess the opportunity and within weeks of the new regulations, our RED RAVE(TM) and red rain(R) products were being shipped nationwide, supported with retail sampling and couponing, and opening doors to new business in Canada. (PICTURE) NEW BOTTLE BLOWING MANUFACTURING EQUIPMENT increases flexibility and efficiency. RIGHT ON TRACK For the past three years, our U.K. business has delivered steady growth, benefiting from continuing retailer consolidation and consumers that have embraced retailer brand products. The growth trend continued in 2005 as the U.K. posted strong gains in both sales and profit from our two manufacturing facilities. Investment in a new still drinks production line and new bottle blowing equipment in the Kegworth plant expanded our capabilities in isotonics, iced teas and juice drinks and improved efficiency in small bottle packages. The investment contributed to volume growth for our U.K. division in 2005 coming from new customers and expanded business with existing customers, for both carbonated soft drinks and non-carbonated beverages. In August, we completed the largest acquisition in the Company's history with the purchase of Macaw (Soft Drinks) Ltd. At the time of the acquisition, Macaw was the largest privately-owned manufacturer of retailer brand soft drinks in the U.K. Its capabilities include aseptic production that will enhance our levels of innovation and service to customers. (PICTURE) WE'RE MANAGING THE BUSINESS more efficiently with our enterprise resource planning system. THE RIGHT INFORMATION Significant progress was made during 2005 on the rollout of our enterprise resource planning (ERP) system. Our ERP system is our core business management system that supports supply chain, finance and administrative functions on a single common platform. This transition requires disciplined focus and execution. By the end of 2005, we had completed 90% of the implementation. The benefits of improved process efficiency, data analysis and the elimination of non-value added activities will have a long-term positive impact on our business.

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8 COTT CORPORATION 2005 Annual Report THE RIGHT FOCUS (PICTURE) STATE-OF-THE-ART MANUFACTURING in Forth Worth. AT COTT, OUR VISION IS TO BE THE LEADING RETAILER BRAND BEVERAGE SUPPLIER IN EACH OF OUR MARKETS AND KEY PRODUCT SEGMENTS. WE HAVE SET CLEAR AND SIMPLE PRIORITIES THAT PUT US ON THE RIGHT TRACK TO ACHIEVE THAT VISION. IMPROVE MARGINS 1 IMPLEMENT STRATEGIC PRICING TO RECOVER COSTS 2 LEVERAGE NORTH AMERICAN STRUCTURE FOR IMPROVED SUPPLY CHAIN EFFICIENCIES 3 OPTIMIZE OUR ASSET BASE 4 REDUCE FIXED COSTS AND OVERHEAD EXPENSES 5 IMPROVE WATER PROFITABILITY

9 2005 Annual Report COTT CORPORATION (PICTURE) WAREHOUSE storage of PET bottles. (PICTURE) FRUIT REFRESHERS(TM), our line of calorie-free, flavored waters. (PICTURE) READY FOR RETAIL, products are loaded directly onto our customers' trucks. POSITION COTT FOR GROWTH IN NON-CARBONATED BEVERAGES 1 STRATEGICALLY INCREASE OUR PENETRATION IN FAST-GROWING SEGMENTS SUCH AS ISOTONICS, ENHANCED OR FORTIFIED DRINKS, NEW AGE, ENERGY AND JUICE-BASED BEVERAGES 2 PURSUE OPPORTUNITIES THROUGH JOINT-VENTURES, CO-PACKING AGREEMENTS AND ACQUISITIONS 3 FOCUS RESEARCH AND DEVELOPMENT ON FAST-GROWING BEVERAGE SEGMENTS 4 STRENGTHEN KEY CUSTOMER RELATIONSHIPS THROUGH CATEGORY MANAGEMENT TO IDENTIFY EMERGING TRENDS

9 2005 Annual Report COTT CORPORATION (PICTURE) WAREHOUSE storage of PET bottles. (PICTURE) FRUIT REFRESHERS(TM), our line of calorie-free, flavored waters. (PICTURE) READY FOR RETAIL, products are loaded directly onto our customers' trucks. POSITION COTT FOR GROWTH IN NON-CARBONATED BEVERAGES 1 STRATEGICALLY INCREASE OUR PENETRATION IN FAST-GROWING SEGMENTS SUCH AS ISOTONICS, ENHANCED OR FORTIFIED DRINKS, NEW AGE, ENERGY AND JUICE-BASED BEVERAGES 2 PURSUE OPPORTUNITIES THROUGH JOINT-VENTURES, CO-PACKING AGREEMENTS AND ACQUISITIONS 3 FOCUS RESEARCH AND DEVELOPMENT ON FAST-GROWING BEVERAGE SEGMENTS 4 STRENGTHEN KEY CUSTOMER RELATIONSHIPS THROUGH CATEGORY MANAGEMENT TO IDENTIFY EMERGING TRENDS

10 COTT CORPORATION 2005 Annual Report ACTIVE GOVERNANCE YOUR BOARD OF DIRECTORS IS COMMITTED TO STRONG GOVERNANCE PRACTICES AND THE ACCOUNTABILITY AND TRANSPARENCY THAT ALLOW US TO REPRESENT THE INTERESTS OF ALL SHAREOWNERS. FELLOW SHAREOWNERS 2005 was a year that tested your Company, your Board and your investment in Cott Corporation. Earnings did not meet our expectations, despite another year of record sales. Throughout this difficult year, the Cott Board of Directors played an active role in reviewing the challenges facing the Company. While the industry grappled with rising commodity costs and shifting consumer trends, Cott faced the added challenge of increased fixed costs as a result of adding capacity and delays in passing through price increases to cover costs. Your Board of Directors is committed to strong governance practices and the accountability and transparency that allow us to represent the interests of all shareowners. During 2005, the Board held eight meetings in which it reviewed management's progress in addressing the Company's challenges and developing the plans necessary to enhance shareowner value over the long term. In addition, three standing committees of the Board - the Audit Committee, Governance Committee and Human Resources and Compensation Committee - were active throughout the year in fulfilling their specific mandates

10 COTT CORPORATION 2005 Annual Report ACTIVE GOVERNANCE YOUR BOARD OF DIRECTORS IS COMMITTED TO STRONG GOVERNANCE PRACTICES AND THE ACCOUNTABILITY AND TRANSPARENCY THAT ALLOW US TO REPRESENT THE INTERESTS OF ALL SHAREOWNERS. FELLOW SHAREOWNERS 2005 was a year that tested your Company, your Board and your investment in Cott Corporation. Earnings did not meet our expectations, despite another year of record sales. Throughout this difficult year, the Cott Board of Directors played an active role in reviewing the challenges facing the Company. While the industry grappled with rising commodity costs and shifting consumer trends, Cott faced the added challenge of increased fixed costs as a result of adding capacity and delays in passing through price increases to cover costs. Your Board of Directors is committed to strong governance practices and the accountability and transparency that allow us to represent the interests of all shareowners. During 2005, the Board held eight meetings in which it reviewed management's progress in addressing the Company's challenges and developing the plans necessary to enhance shareowner value over the long term. In addition, three standing committees of the Board - the Audit Committee, Governance Committee and Human Resources and Compensation Committee - were active throughout the year in fulfilling their specific mandates and ensuring that Cott's actions were consistent with the policies and practices of an effective public company. John Sheppard and his team have identified two key priorities for Cott: improving margin performance and positioning the Company for growth in non-carbonated beverage segments. I am confident this is the right focus for your Company at this time. I want to take this opportunity to thank the Directors for their work during 2005. They have consistently represented your interests and they continue to work with management to ensure that the expectations for Cott's future are realistic, achievable and will result in long-term value creation for our fellow shareowners.
/s/ Frank E. Weise III ------------------------------------Frank E. Weise III Chairman

11 2005 Annual Report COTT CORPORATION (PHOTO OF COLIN J. ADAIR) COLIN J. ADAIR, First Vice President and Investment Advisor at CIBC World Markets Inc. Board Member since 1986. (PHOTO OF W. JOHN BENNETT) W. JOHN BENNETT, Chairman

11 2005 Annual Report COTT CORPORATION (PHOTO OF COLIN J. ADAIR) COLIN J. ADAIR, First Vice President and Investment Advisor at CIBC World Markets Inc. Board Member since 1986. (PHOTO OF W. JOHN BENNETT) W. JOHN BENNETT, Chairman and Trustee of Benvest New Look Income Fund. Board Member since 1998. (PHOTO OF SERGE GOUIN) SERGE GOUIN, Lead Independent Director. Chairman of Quebecor Media Inc. Board Member since 1986. (PHOTO OF STEPHEN H. HALPERIN) STEPHEN H. HALPERIN, Partner and Executive Committee member at Goodmans LLP. Board Member since 1992. (PHOTO OF BETTY JANE HESS) BETTY JANE HESS, Corporate Director. Board Member since 2004. (PHOTO OF PHILIP B. LIVINGSTON) PHILIP B. LIVINGSTON, Chief Financial Officer of Duff & Phelps LLC. Board Member since 2003. (PHOTO OF CHRISTINE A. MAGEE) CHRISTINE A. MAGEE, President of Sleep Country Canada Inc. Board Member since 2002. (PHOTO OF ANDREW PROZES) ANDREW PROZES, Global Chief Executive Officer of LexisNexis Group. Board Member since 2005. (PHOTO OF JOHN K. SHEPPARD) JOHN K. SHEPPARD, President &

Chief Executive Officer of Cott. Board Member since 2003. (PHOTO OF DONALD G. WATT) DONALD G. WATT, Chairman and Chief Executive Officer of DW + Partners Inc. Board Member since 1992. (PHOTO OF FRANK E. WEISE III) FRANK E. WEISE III, Chairman of the Board. Operating Partner and Managing Director of J.W. Childs Associates, L.P. Board Member since 1998.

INVESTOR INFORMATION CORPORATE HEADQUARTERS 207 Queen's Quay West, Suite 340 Toronto, Ontario M5J 1A7 Tel: (416) 203-3898 Fax:(416) 203-8171 REGISTERED OFFICE 333 Avro Avenue Pointe-Claire, Quebec H9R 5W3 CANADIAN OFFICE 6525 Viscount Road Mississauga, Ontario L4V 1H6 MEXICO OFFICE Calle de los Palos #35 San Pablo Xochimehuacan Puebla, Puebla C.P. 72014 RC COLA INTERNATIONAL 1000 10th Avenue Columbus, Georgia 31901 UNITED KINGDOM & EUROPE OFFICE Citrus Grove, Side Ley Kegworth, Derbyshire DE74 2FJ UNITED STATES OFFICE 4211 W. Boy Scout Boulevard Suite 290 Tampa, Florida 33607

PLANTS BLAIRSVILLE, Georgia, U.S.A. CALGARY, Alberta, Canada COLUMBUS, Georgia, U.S.A. (Concentrate Manufacturing) CONCORDVILLE, Pennsylvania, U.S.A. ELIZABETHTOWN, Kentucky, U.S.A. FORT WORTH, Texas, U.S.A. KEGWORTH, Derbyshire, U.K. MISSISSAUGA, Ontario, Canada NELSON, Lancashire, U.K. (Aseptic Manufacturing) (Carbonate and Dilute-to-Taste Manufacturing) POINTE-CLAIRE, Quebec, Canada PONTEFRACT, West Yorkshire, U.K.

RESEARCH AND DEVELOPMENT Columbus, Georgia, U.S.A. INVESTOR INFORMATION Tel: (416) 203-5662 (800) 793-5662 E-mail: investor_relation Website: www.cott.com PUBLICATIONS For copies of the Annual or the SEC Form 10-K, vis our website, or contact u at (800) 793-5662. QUARTERLY BUSINESS RESULT Current investor informat available on our website www.cott.com. TRANSFER AGENT & REGISTRA Computershare Trust Compa of Canada AUDITORS PricewaterhouseCoopers LL ANNUAL GENERAL MEETING

PUEBLA, Puebla, Mexico REVELSTOKE, British Columbia, Canada SAN ANTONIO, Texas, U.S.A. SAN BERNARDINO, California, U.S.A. SCOUDOUC, New Brunswick, Canada STOCK EXCHANGE LISTINGS SIKESTON, Missouri, U.S.A. (COT LISTED NYSE(R) LOGO) ST. LOUIS, Missouri, U.S.A. (BCB LISTED TSX LOGO) SURREY, British Columbia, Canada TAMPA, Florida, U.S.A. WILSON, North Carolina, U.S.A. WYOMISSING, Pennsylvania, U.S.A. La version francaise e disponsible sur demand All trademarks are own or licensed by Cott or its customers. Cott's 2006 Annual Meetin takes place on Thursday, April 20, 2006 at 8:30 a. at the Glenn Gould Studio Canadian Broadcasting Cen 250 Front Street West, Toronto, Ontario, Canada.

INVESTOR INFORMATION CORPORATE HEADQUARTERS 207 Queen's Quay West, Suite 340 Toronto, Ontario M5J 1A7 Tel: (416) 203-3898 Fax:(416) 203-8171 REGISTERED OFFICE 333 Avro Avenue Pointe-Claire, Quebec H9R 5W3 CANADIAN OFFICE 6525 Viscount Road Mississauga, Ontario L4V 1H6 MEXICO OFFICE Calle de los Palos #35 San Pablo Xochimehuacan Puebla, Puebla C.P. 72014 RC COLA INTERNATIONAL 1000 10th Avenue Columbus, Georgia 31901 UNITED KINGDOM & EUROPE OFFICE Citrus Grove, Side Ley Kegworth, Derbyshire DE74 2FJ UNITED STATES OFFICE 4211 W. Boy Scout Boulevard Suite 290 Tampa, Florida 33607

PLANTS BLAIRSVILLE, Georgia, U.S.A. CALGARY, Alberta, Canada COLUMBUS, Georgia, U.S.A. (Concentrate Manufacturing) CONCORDVILLE, Pennsylvania, U.S.A. ELIZABETHTOWN, Kentucky, U.S.A. FORT WORTH, Texas, U.S.A. KEGWORTH, Derbyshire, U.K. MISSISSAUGA, Ontario, Canada NELSON, Lancashire, U.K. (Aseptic Manufacturing) (Carbonate and Dilute-to-Taste Manufacturing) POINTE-CLAIRE, Quebec, Canada PONTEFRACT, West Yorkshire, U.K.

RESEARCH AND DEVELOPMENT Columbus, Georgia, U.S.A. INVESTOR INFORMATION Tel: (416) 203-5662 (800) 793-5662 E-mail: investor_relation Website: www.cott.com PUBLICATIONS For copies of the Annual or the SEC Form 10-K, vis our website, or contact u at (800) 793-5662. QUARTERLY BUSINESS RESULT Current investor informat available on our website www.cott.com. TRANSFER AGENT & REGISTRA Computershare Trust Compa of Canada AUDITORS PricewaterhouseCoopers LL ANNUAL GENERAL MEETING

PUEBLA, Puebla, Mexico REVELSTOKE, British Columbia, Canada SAN ANTONIO, Texas, U.S.A. SAN BERNARDINO, California, U.S.A. SCOUDOUC, New Brunswick, Canada STOCK EXCHANGE LISTINGS SIKESTON, Missouri, U.S.A. (COT LISTED NYSE(R) LOGO) ST. LOUIS, Missouri, U.S.A. (BCB LISTED TSX LOGO) SURREY, British Columbia, Canada TAMPA, Florida, U.S.A. WILSON, North Carolina, U.S.A. WYOMISSING, Pennsylvania, U.S.A. La version francaise e disponsible sur demand All trademarks are own or licensed by Cott or its customers. Cott's 2006 Annual Meetin takes place on Thursday, April 20, 2006 at 8:30 a. at the Glenn Gould Studio Canadian Broadcasting Cen 250 Front Street West, Toronto, Ontario, Canada.

(PICTURE) OUR VALUES CUSTOMER-CENTRIC FOCUS Aligning all company resources to those of our customers (internal or external) in an effort to meet and exceed their expectations. DIVERSITY A unique business opportunity where we celebrate our differences, offer fresh approaches and new ideas and stand united by the commonality of Cott Values and Vision. CONTINUOUS IMPROVEMENT Quality and performance that improves customer satisfaction and the way we work together. Continuous Improvement is an integral part of everything we do.

(PICTURE) OUR VALUES CUSTOMER-CENTRIC FOCUS Aligning all company resources to those of our customers (internal or external) in an effort to meet and exceed their expectations. DIVERSITY A unique business opportunity where we celebrate our differences, offer fresh approaches and new ideas and stand united by the commonality of Cott Values and Vision. CONTINUOUS IMPROVEMENT Quality and performance that improves customer satisfaction and the way we work together. Continuous Improvement is an integral part of everything we do. ACCOUNTABILITY AND INTEGRITY Taking ownership of our actions and decisions. Doing the right thing and adding value. (COTT LOGO) WWW.COTT.COM

EXHIBIT 14.1 POLICIES & PROCEDURES CODE OF BUSINESS CONDUCT AND ETHICS POLICY #1.04 Last Revised March 3, 2006 PURPOSE: Cott Corporation is committed to conducting business in a manner that follows the highest ethical standards and complies with all applicable laws. In order to help ensure that this commitment is met by Cott Corporation and all its subsidiaries (collectively, "Cott" or the "Company"), this Code of Business Conduct and Ethics (the "Code") has been adopted by Cott. This Code has been designed to help guide activities and behaviors in the conduct of the Company's business or as a representative of the Company. However, a code of conduct cannot be all encompassing and address every possible situation that might arise, nor can it replace the honest and ethical behavior of thoughtful directors, officers and employees. One must use good judgment at all times, and always act not only in the best interests of Cott but also in an honest and ethical manner. SCOPE: This Code applies to Cott's directors, officers and employees with respect to their dealings with or on behalf of Cott. Officers and employees will be collectively referred to in this Code as "Employees." All Employees are responsible for conducting themselves in compliance with this Code. In addition, all members of Cott's Board of Directors, in regard to their Cott duties, are responsible for conducting themselves in compliance with the provisions of this Code that apply to them. Some of the topics of this Code are addressed with more specificity in certain of Cott's other policies. Moreover, this Code does not address every policy applicable to Employees and directors of Cott. This Code is intended to contain general standards for conducting business as an Employee or director of Cott. Employees and directors are reminded of their obligations under Cott's other policies and should review these policies for more specific guidance. POLICY: 1. COMPLIANCE WITH LAWS Cott's business activities shall be conducted in compliance with all applicable laws and regulations (including insider trading laws as well as the rules of stock exchanges on which the Company's shares are traded), whether local, provincial, state, federal or foreign (collectively, as applicable, "laws"). In all situations, including those where there are no applicable legal principles or where there are unclear or conflicting laws, Cott's business will be conducted in such a manner that will not embarrass or pose a risk to the Company should the full facts be disclosed. In general, ignorance of the law is not a defence should such laws be contravened. Accordingly, Employees and directors must be aware of laws governing Cott and must ensure that their conduct is in compliance with all such laws. Guidance on specific questions can be obtained from Cott's General Counsel.

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The following are some general examples of laws and policies that must be observed. This list is not all encompassing. (A) FAIR COMPETITION -- Cott believes that unrestricted honest competition is essential to the operation of the free enterprise system. Collusive, anti-competitive discussions and/or agreements with competitors and others are prohibited. These include: agreements to fix prices or allocate or divide markets or customers; boycotting or refusing to deal with customers or suppliers, without good reason; or engaging in any other behavior that unlawfully restrains competition. In addition, discussing or exchanging information that is competitively sensitive, in particular with competitors, is prohibited. Examples of this type of information include prices, costs, marketing plans or studies and production plans and capabilities. Employees should consult first with Cott's General Counsel prior to having any discussion with a competitor. If any competitor initiates a discussion involving any of these subjects, the Employee must refuse to participate in the discussion and report the matter to Cott's General Counsel. Employees who participate in trade associations, or who have other routine contacts with competitors, must be especially careful not to divulge this type of information. Except in the case of the President and CEO, whose participation in such associations is accepted in their discretion, participation in such associations must have the prior approval of the following, as applicable: DIVISIONAL EMPLOYEES: A member of the Executive Council. CORPORATE EMPLOYEES: SVP Corporate Resources; General Counsel; CFO; or President & CEO EXECUTIVE COUNCIL: President & CEO Such approvals should be in writing and a copy sent to the applicable human resources department to be maintained with the employee's personnel file. Employees and directors should deal fairly with the Company's customers, suppliers, competitors, security holders and other employees, as applicable. No one should take unfair advantage of any others through misrepresentation or unfair business practices. (B) IMPROPER PAYMENTS / GIFTS AND GRATUITIES -- Fees, commissions, payments, gifts and gratuities of any kind shall be paid or received only for clearly stated, legitimate and lawful business purposes. Bribes, kickbacks, extraordinary commissions, payments or other consideration for the purchase of favored treatment by governments or government officials, other business organizations or individuals, including payments made by or to immediate family members (collectively, the "Improper Payments") are strictly prohibited. Employees may receive gifts, favors and services on behalf of Cott provided all of the following criteria are met: i) they cannot be Improper Payments; ii) they are occasionally received and are of a relatively minor value (under $100.00 (US));

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iii) they are not paid in cash, bonds or negotiable securities; iv) they are made as a matter of general and accepted ethical business practice and are made in the ordinary course of business; and v) they do not contravene any laws or any known policies relating to gifts, favors and services of the provider. Employees may also accept an occasional meal or entertainment in connection with furthering Cott's interest, whether or not of nominal value as described above, but only if it would be appropriate to reciprocate in the future or if refusal would be discourteous and so long as the other criteria set forth above in (i) through (v) are satisfied. In addition, if it would be discourteous to refuse a gift that is not of a nominal amount, and which otherwise satisfies all of the criteria set forth above, it may be accepted but only if it is accepted on behalf of a recognized charity and is donated to that charity. Employees may furnish gifts, favors and services on behalf of Cott provided all of the following criteria are met: a) they cannot be Improper Payments; b) they are of relatively minor value (under $100.00 (US)); c) they are not paid in cash, bonds or negotiable securities; d) they are made as a matter of general and accepted ethical business practice and in the ordinary course of business; and e) they do not contravene any laws or any known policies relating to gifts, favors, services and entertainment of the recipient. Employees may also furnish an occasional meal or entertainment in connection with furthering Cott's interest, whether or not of nominal value as described above, so long as the other criteria set forth above in (a) through (e) are satisfied. (C) SUPPLIERS AND CONTRACTORS -- The selection of suppliers of goods or services to Cott will be based on objective criteria, including quality, price, service and overall benefit to Cott. Payments by Cott for goods and services shall be supported in all cases by invoices or other appropriate documentation reflecting the actual purpose of the payments. Payments may only be made to the people or businesses that supplied the goods or services, unless the contrary has been approved in advance pursuant to Section 5 of this Code. (D) DISCRIMINATION AND EQUAL OPPORTUNITY -- Cott believes that diversity among its Employees is critical to its success. Therefore, Cott seeks to recruit, develop and retain the most talented people from a diverse candidate pool. Advancement within Cott is based on merit. Cott is fully committed to equal employment opportunity and compliance with the letter and spirit of the full range of fair employment practices and non-discrimination laws in the countries in which it does business. This commitment applies to all stages of the employment relationship, including recruiting, hiring, training, evaluation, promotion, compensation and benefits,

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transfer, corrective action, discipline and termination. Cott also prohibits sexual and all other forms of personal harassment (including intimidation and offensive or abusive behavior) in the workplace. (E) BOOKS AND RECORDS -- Cott's books and records must reflect all business transactions in a complete, accurate and timely manner. Employees are responsible and accountable for the accurate reporting of all transactions in which they are directly involved. Accurate and reliable records are essential for Cott to meet its legal and financial obligations and to manage its business. Falsification of the Company's records in any form is a violation of this Code. No undisclosed or unrecorded funds or assets are permissible. No fund or transaction is to be concealed from management or Cott's internal or external auditors. Any questions in this regard should be directed to Cott's Chief Financial Officer or General Counsel. 2. CONFLICTS OF INTEREST A conflict of interest arises when one's personal or financial interest differs from his or her responsibilities to Cott. A conflict of interest could arise when an Employee or director takes actions or has interests that may make it difficult to perform Company duties in the best interests of the Company. It is impossible to catalogue all of the potential conflict of interest situations that may arise. Employees and directors are expected to use good judgment and common sense to avoid not only actual conflicts of interest but also the appearance of conflicts of interest. What follows are some examples of certain conflict of interest situations that must be avoided, unless special permission has been obtained in advance pursuant to Section 5 of this Code. This list is not all encompassing. (A) OUTSIDE ACTIVITIES/DIRECTORS -- A director may face a conflict of interest when he or she takes actions or has interests that may make it difficult to perform the director's duties for the Company objectively and effectively. Conflicts of interest may arise when a director, or a member of the director's immediate family, receives improper benefits because of the director's position with the Company. Except as authorized by Cott's Board of Directors, no outside director shall have a direct economic relationship with the Company. Company loans to, or guarantees of obligations of, directors and executive officers, as well as their immediate family members are prohibited. Any proposed affiliation with a for-profit enterprise or any proposed transaction, which has any relationship or involvement with Cott, and in which a director has a direct economic or beneficial interest shall be subject to review by the Corporate Governance Committee of the Board for potential conflicts. Since conflicts may not always be clear, the directors shall report any potential conflicts to, and are encouraged generally to consult with, the General Counsel. The General Counsel will then consult with the Chairman of the Board, or the full Board, as necessary. In addition, members of Cott's Board of Directors are expected to disclose to their fellow directors any personal interest they may have in a transaction that is brought to the Board for consideration and to excuse themselves from participation in any decision in which there is a conflict between their personal interests and the interests of Cott.

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(B) OUTSIDE ACTIVITIES/EMPLOYEES -- Every Employee has a duty to be free of outside interests,

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(B) OUTSIDE ACTIVITIES/EMPLOYEES -- Every Employee has a duty to be free of outside interests, activities and influences that might: i) impair the exercise of an Employee's independent judgment, responsibility, initiative or efficiency in acting for Cott; or ii) expose an Employee and/or Cott to legal liability or public criticism; or iii) otherwise be harmful or detrimental to Cott's activities or reputation. The Employee's duty to remain free of conflicts of interest is a continuing obligation and Employees are to act in accordance with the highest standards of fairness, integrity and equity towards Cott. It must be recognized that interests or relationships that may have been unquestionably free of any source of potential conflict at one time may become sources of potential conflict as a result of changes completely independent of Cott. Cott expects that it shall receive from its Employees sufficient commitment and energies to ensure the satisfactory fulfillment of the Employee's job responsibilities. Cott does not object to Employees accepting a second job as long as the following conditions are met: (A) the second job does not interfere with the Employee's scheduled work hours, including assigned overtime or on-call duty; (B) the second job does not negatively affect the Employee's ability to perform the job requirements of the position adequately; and (C) the second job does not represent a conflict of interest. An Employee may be asked to accept a position as an officer or director of an outside business organization which does not represent a conflict of interest. Acceptance of such a position requires prior written approval pursuant to Section 5 of this Code. (C) COMPANY RESOURCES -- Employees and directors are prohibited from (i) taking for themselves personally business opportunities that are discovered through the use of Cott property, information or position; (ii) using Cott property, information or position for improper personal gain; and (iii) competing with Cott. All Employees and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes, and only incidentally (e.g. occasional personal phone calls) for personal use, and then otherwise strictly in accordance with this Code. Employees and directors are responsible for safeguarding and for proper utilization of the Company's tangible and intangible assets and those of its customers and suppliers under their control. Assets include cash, securities, business plans, customer information, supplier information, intellectual property, physical property (including telephones and computers) and services. Misappropriation of the Company's assets is a breach of duty to Cott and may constitute an act of fraud against the Company. Similarly, carelessness or waste in regard to the Company's assets is also a breach of a duty to Cott. (D) CONFLICTS AND BENEFICIAL INTEREST IN OUTSIDE CONCERNS -- Employees should notify the General Counsel and Senior Vice President, Corporate Resources if either they or members of their immediate families have

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or propose to have a direct or indirect personal interest in the business of a supplier, contractor, customer, competitor, joint venture partner or service provider of or to Cott or a company in which Cott has an equity or other investment. If the General Counsel or Senior Vice President, Corporate Resources determines that such relationship might give rise to a conflict of interest of the type described in Section 2 of this Code, then an approval in accordance with Section 5 of this Code shall be required. Such direct and indirect interests would include: i) the acquisition of a material equity or debt interest in any such entity; (any interest in such an entity, including a non-material interest, should be limited to those securities which are listed on a recognized securities exchange or those which are customarily bought and sold on a regulated over-the-counter market. In addition, such interests should be held as passive personal investments only and be limited to an amount a prudent individual would deem to be immaterial (in other words, never more than 1% of an entity's outstanding securities of the same class); or ii) a partnership interest, profit-sharing arrangement or creditor/debtor relationship with such concern; or iii) serving in any capacity including agent, representative, consultant, director, officer or employee for such concern; or iv) acceptance of a loan, advance, or other benefit from such concern other than loans or advances from banks or other lending institutions provided on a commercial basis. For purposes of this Code, "immediate family member" is defined as an employee's spouse (including common law), parents (including step), children (including step), brother/sister (including step), grandparents, grandchildren, brothers-in-law, sisters-in-law, father-in-law and mother-in-law. 3. CONFIDENTIAL AND INSIDE INFORMATION Employees and directors will, during the course of their relationship with Cott, have access to confidential information relating to the Company and its business. Confidential information includes all non-public information that might be of use to competitors or harmful to Cott or its customers if disclosed. Examples of confidential information include: (a) any competitive system, information or process; (b) non-public information about Cott's operations (including pricing and cost information), results, strategies and projections; (c) non-public information about Cott's business plans, business processes and client relationships; (d) non-public employee information; (e) non-public information received in the course of employment about customers and suppliers (as well as potential customers and suppliers); (f) non-public information about Cott's technology, systems and proprietary products; and (g) trade secrets (such as, for example, beverage formulas). During the course of their relationship with Cott, and continuing thereafter, Employees and directors must maintain and protect the confidentiality of confidential information they obtain or create in connection with their activities for or on behalf of Cott. Confidential information must not be

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disclosed to anyone (including other Cott personnel) who is not authorized to receive it nor has the need to know the information. The only exceptions are when such disclosure has been properly authorized by the customer or

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disclosed to anyone (including other Cott personnel) who is not authorized to receive it nor has the need to know the information. The only exceptions are when such disclosure has been properly authorized by the customer or supplier or appropriate Cott personnel, or is required by applicable law or appropriate legal process. Any questions in this regard should be directed to Cott's General Counsel. Employees and directors must take precautionary measures to prevent unauthorized disclosure of Cott's confidential information. Confidential information should never be discussed in public places. Employees and directors should also ensure that business records and documents are produced, copied, faxed, filed, stored and discarded by means designed to minimize the risk that unauthorized persons might obtain access to confidential information. In addition, computers and work areas should be properly secured to prevent unauthorized access. An Employee or director who comes into possession of material non-public information may not execute any trade in the securities of the subject company without first consulting with the General Counsel, who will then determine whether such trade would violate Cott policy or applicable laws. 4. CODE ADMINISTRATION; INTERPRETATION Employees and directors will receive a copy of this Code at the time they join Cott and will thereafter receive periodic updates. Also, agents and consultants who are retained by Cott shall receive and be subject to this Code. In addition, this Code can be found on Cott's Intranet website. All Employees, directors, consultants or agents retained by Cott must have read this Code and understand its provisions. Failure to read this Code does not excuse anyone to whom this Code applies from the obligation to comply with the terms of this Code. Anyone who is unsure as to the proper interpretation of this Code or application of this Code to specific situations should direct their questions to and seek guidance from the General Counsel or the Senior Vice President, Corporate Resources. 5. APPROVALS Any two of the following individuals, Chief Executive Officer, President, Chief Financial Officer, General Counsel, and Senior Vice President Corporate Resources must review and approve in writing any circumstance requiring special permission, as described in the Code. Any request for approval shall be submitted in writing to the General Counsel. Copies of these approvals will be maintained and made available to auditors or investigators as required by applicable law. Waivers of any provision of this Code for executive officers or directors must be approved by the Cott Corporation Board of Directors or the Corporate Governance Committee and will be promptly disclosed to shareowners to the extent required by applicable laws or exchange requirements. This Code may only be amended by the Board. 6. COMPLIANCE REPORTING AND INVESTIGATION Employees and directors should take all responsible steps to prevent a Code violation,

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and should promptly report suspected Code violations to the General Counsel or Senior Vice President, Corporate Resources or through the procedures that have been established pursuant to the Company's Reportable Concerns Policy. The responsibility for administering the Code, investigating violations of the Code and determining corrective and disciplinary action rests with the General Counsel and the SVP Corporate Resources, or if the issue allegedly involves either of them, then with the CEO. Cott's Board of Directors or the Chairman of the Audit Committee in consultation with the General Counsel, will review complaints involving Cott's accounting, internal accounting controls, and auditing matters in accordance with Cott's Reportable Concerns policy. Confidentiality regarding those who make compliance reports and those potentially involved is maintained to the extent possible during a compliance investigation. Cott does not tolerate retribution, retaliation or adverse personnel action of any kind against anyone for good faith reporting of a potential violation of this Code. The General Counsel and Senior Vice President, Corporate Resources will periodically report violations of this Code that have been brought to their attention, as well as the corrective actions that have been taken, to Cott's Audit Committee. 7. DISCIPLINARY ACTION Failure to comply with this Code may result in disciplinary action which, depending on the seriousness of the matter, may include reprimand, probation, suspension, demotion or dismissal. 8. SUMMARY Remember that you are responsible for your actions. It is your responsibility to read and understand this Code. Ignorance of the provisions of this Code will not excuse you from the obligation to abide by them. Always use good judgement and when in doubt seek guidance or clarification and avoid doing anything that might cause you or the Company embarrassment if publicly disclosed. You can discuss any questions or concerns with your manager or Cott's General Counsel or Senior Vice President, Corporate Resources. ADOPTED: MARCH 2, 2004 REVISED: JUNE 1, 2004 FURTHER REVISED: MARCH 7, 2005, MARCH 3, 2006

EXHIBIT 14.2 COTT CORPORATION CODE OF ETHICS FOR SENIOR OFFICERS POLICY: Cott Corporation is committed to conducting business in a manner that follows the highest ethical standards and complies with all applicable laws. In order to help ensure that this commitment is met by Cott Corporation and all its subsidiaries (collectively referred to in this document as "Cott" or the "Company") a Code of Business Conduct and Ethics has been adopted by Cott. In addition to the Code of Business Conduct and Ethics, Senior

EXHIBIT 14.2 COTT CORPORATION CODE OF ETHICS FOR SENIOR OFFICERS POLICY: Cott Corporation is committed to conducting business in a manner that follows the highest ethical standards and complies with all applicable laws. In order to help ensure that this commitment is met by Cott Corporation and all its subsidiaries (collectively referred to in this document as "Cott" or the "Company") a Code of Business Conduct and Ethics has been adopted by Cott. In addition to the Code of Business Conduct and Ethics, Senior Officers (as defined below) also have an additional duty to comply with this Code of Ethics for Senior Officers (the "Code"). This Code applies to the Senior Officers of the Company The term "Senior Officer," as used in this Code, means Cott Corporation's Chief Executive Officer (i.e., the principal executive officer), Chief Financial Officer (i.e., the principal financial officer), Principal Accounting Officer, Controller and any other person who performs similar functions as well as Cott Corporation's Treasurer and Assistant Treasurer, and the senior financial officer in each of Cott's business units and divisions. While this Code provides general guidance for appropriate conduct and avoidance of conflicts of interest, it does not supersede specific policies that are set forth in other Company policy statements and, in particular, does not limit the duties and obligations that Senior Officers have under Cott's Code of Business Conduct and Ethics. PURPOSE: The purpose of this Code is to deter wrongdoing and to provide guidance to the Company's Senior Officers with regard to, and to promote, the following: - honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; - full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and other securities regulatory authorities and in other public communications made by the Company; - compliance with applicable governmental laws, rules and regulations; - prompt internal reporting of violations of the Code; and - accountability for adherence to the Code. Each day, you are faced with making decisions that will affect the Company's business. You are obligated to comply with the Code guidelines and should avoid even the appearance of unethical or unprofessional behavior. To that end, you should seek advice from the Company's General Counsel when faced with a situation that may violate or give the appearance of violating the Code, or any other Company policies, laws, rules or regulations.

-2I. HONEST AND ETHICAL CONDUCT The Company expects and requires ethical behavior from the Senior Officers. You owe a duty of loyalty to the Company and you are expected to act in the best interests of the Company. Further, you must engage in and promote honest and ethical conduct, including handling actual or apparent conflicts of interest in an ethical manner, and must act with honesty and integrity.

-2I. HONEST AND ETHICAL CONDUCT The Company expects and requires ethical behavior from the Senior Officers. You owe a duty of loyalty to the Company and you are expected to act in the best interests of the Company. Further, you must engage in and promote honest and ethical conduct, including handling actual or apparent conflicts of interest in an ethical manner, and must act with honesty and integrity. II. CONFLICTS OF INTEREST A conflict of interest exists when your personal interests interfere with, or give the appearance of interfering with, the interests of the Company. In the best interests of the Company, you must avoid actual or apparent conflicts between your private interests and those of the Company, including receiving improper personal benefits as a result of your position. In addition, you should not use corporate assets, information, or your position for personal gain. Conflicts of interest may manifest themselves in many ways and may reach farther than just the person employed by the Company. In fact, many conflicts arise as a result of situations involving your family members. III. ACCURACY OF REPORTING A) GENERAL As a publicly traded company, the Company has a duty to comply with all applicable laws and regulations with respect to accuracy in the information it reports to the SEC and other securities regulatory authorities and communicates to the public. The Company's financial statements are relied upon both internally and externally by individuals making business or investment decisions. Accuracy and candor is critical to the financial health of the Company. Senior Officers must help to ensure that all of the Company's periodic reports and public statements contain full, fair, accurate, timely and understandable disclosure. Any Senior Officer who becomes aware of inaccuracies contained in the Company's reports and public statements, or material omissions from the Company's reports and public statements, shall immediately report such material inconsistencies or omissions to the Company's Audit Committee and the General Counsel. Senior Officers must act in good faith, responsibly with due care and diligence and not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others whether within or outside the Company, including to the Company's directors and auditors, and to government regulators and self-regulatory organizations. B) FINANCIAL REPORTING OBLIGATIONS OF SENIOR OFFICERS As a Senior Officer, you are charged with the responsibility of ensuring that the financial statements, reports and other documents filed or submitted to the SEC and other applicable 3 securities regulatory authorities and other public communications made by the Company (collectively, "Reports and Public Documents") are accurate and fairly disclose the Company's assets, liabilities and other material transactions engaged in by the Company. You are responsible for the Reports and Public Documents meeting the following requirements:

-3- Reports and Public Documents must, in reasonable detail, accurately and fairly reflect the transactions engaged in by the Company and acquisitions and dispositions of the Company's assets. - Reports and Public Documents must not contain any untrue statement of material fact that would make the statements in the Reports and Public Documents misleading. - Financial reports must be prepared in accordance with, or reconciled to, Generally Accepted Accounting Principles and applicable rules, including the accounting rules of the SEC and other applicable securities regulatory authorities.

-3- Reports and Public Documents must, in reasonable detail, accurately and fairly reflect the transactions engaged in by the Company and acquisitions and dispositions of the Company's assets. - Reports and Public Documents must not contain any untrue statement of material fact that would make the statements in the Reports and Public Documents misleading. - Financial reports must be prepared in accordance with, or reconciled to, Generally Accepted Accounting Principles and applicable rules, including the accounting rules of the SEC and other applicable securities regulatory authorities. - Reports and Public Documents must contain full, fair, accurate, timely and understandable disclosure. Furthermore, you are responsible for reporting any inaccuracies or mistakes in the Reports and Public Documents to the Chair of the Audit Committee and the General Counsel. Finally, you are required to respect the confidentiality of information acquired in the course of the performance of your responsibilities. IV. COMPLIANCE WITH LAWS, RULES AND REGULATIONS It is a critical component of the Company's philosophy that it engage in its business activities, and be perceived to engage in its business activities, in an ethical and legal manner. Therefore, all Senior Officers must comply with both the letter and spirit of laws, rules and regulations applicable to the Company's business. V. RESPONSIBILITY FOR REPORTING The Company has established a reporting system that requires Senior Officers to report violations of any of the policies set forth in this Code. These mandatory reporting obligations apply whether or not the reporting person was personally involved in the alleged violation of the policies set forth in this Code. Upon observing or learning of any violation of the policies set forth in this Code, Senior Officers may report violations to either the General Counsel or report via the procedures that have been established in the Company's Reportable Concerns Policy. If the Senior Officer believes that the matter cannot be, or has not been, timely or adequately addressed by the Company, then the Senior Officer shall report any matter arising under this Code to the Chair of the Audit Committee, and any other matter to the Chair of the Corporate Governance Committee. The Company shall use best efforts to keep any reports confidential and will not disclose such reports to anyone other than the Board, the Audit Committee or the Corporate Governance Committee as appropriate, the General Counsel, and outside legal counsel unless disclosure is required by law or this Code. All reports should contain as much specific detail as possible to allow the Company to conduct an investigation of the reported matter. Once the Company receives notice of a suspected violation of this Code, the Company shall promptly begin an investigation. Investigations arising with regards to conflicts of interest and

-4accuracy of reporting will be conducted by persons designated and supervised by the Audit Committee. Investigations arising under any other section of this Code will be conducted under the supervision of the General Counsel. Once a violation is found to exist, such individual shall be subject to disciplinary action as described in Section VI of this Code. The Company's Audit Committee has established a Reportable Concerns policy, which covers the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. This Policy will ensure the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters. You may obtain a copy of this policy from the Company's intranet site.

-4accuracy of reporting will be conducted by persons designated and supervised by the Audit Committee. Investigations arising under any other section of this Code will be conducted under the supervision of the General Counsel. Once a violation is found to exist, such individual shall be subject to disciplinary action as described in Section VI of this Code. The Company's Audit Committee has established a Reportable Concerns policy, which covers the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. This Policy will ensure the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters. You may obtain a copy of this policy from the Company's intranet site. The Company will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Improper Activities or otherwise as specified in Section 806 of the Sarbanes Oxley Act of 2002. VI. COMPLIANCE; ADMINISTRATION As a condition of employment and continued employment, each Senior Officer must accept the responsibility of complying with the foregoing policies and acknowledge his or her receipt of the Code by executing the Acknowledgement attached hereto. The Company may, at any time and as frequently as the Company may deem advisable, request any Senior Officer to complete and submit a certification in the form designated by the Company pertaining to compliance with the policies set forth in this Code. A copy of the certification form is contained in this Code. Any Senior Officer who violates any of these policies is subject to disciplinary action including but not limited to suspension or termination of employment, and such other action, including legal action, as the Company believes to be appropriate under the circumstances. VII. AMENDMENTS; WAIVER The Company reserves the right to amend, waive or alter the policies set forth in this Code at any time. Amendments to the Code require the approval of the Board and waivers (including implicit waivers) of any provision of the Code require the approval of the Corporate Governance Committee. Unless the SEC rules and regulations otherwise provide, amendments and waivers of any provision of the Code applicable to Senior Officers must be promptly disclosed in accordance with SEC and NYSE regulations, including an explanation for the waiver. Waivers include, among other things, a material departure from a provision of this Code. Implicit waivers include the Company's failure to take action with respect to violations of Code provisions within a reasonable time following the Company's receipt of notice of the violation. ADOPTED: MARCH 2, 2004 REVISED: MARCH 3, 2006

EXHIBIT 14.2 ACKNOWLEDGEMENT I hereby acknowledge receipt of the Code of Ethics for Senior Officers (the "Code") of Cott Corporation. I have read the Code and understand and acknowledge that I may be subject to disciplinary action including, but not limited to suspension, dismissal, or any other action, including legal action, by Cott Corporation in the event of my violation of the Code.
Date: ----------------------------------------------------------------------

EXHIBIT 14.2 ACKNOWLEDGEMENT I hereby acknowledge receipt of the Code of Ethics for Senior Officers (the "Code") of Cott Corporation. I have read the Code and understand and acknowledge that I may be subject to disciplinary action including, but not limited to suspension, dismissal, or any other action, including legal action, by Cott Corporation in the event of my violation of the Code.
Date: ---------------------------------------------------------------------Name

---------------------------------------Signature ----------------------------------------

Title

EXHIBIT 14.2 CODE OF ETHICS FOR SENIOR OFFICERS REPORTING FORM* The undersigned hereby certifies that he or she is not aware of any of the following: 1. Any violation of the Code of Ethics for Senior Officers (the "Code") of Cott Corporation by the undersigned; or 2. Any violation of the Code by anyone who is governed by the Code.
Date: ---------------------------------------------------------------------Name

---------------------------------------Signature ----------------------------------------

Title * Violations reported under the Reportable Concerns Policy are not covered by this Form.

. . . EXHIBIT 21.1 LIST OF SUBSIDIARIES OF COTT CORPORATION

EXHIBIT 14.2 CODE OF ETHICS FOR SENIOR OFFICERS REPORTING FORM* The undersigned hereby certifies that he or she is not aware of any of the following: 1. Any violation of the Code of Ethics for Senior Officers (the "Code") of Cott Corporation by the undersigned; or 2. Any violation of the Code by anyone who is governed by the Code.
Date: ---------------------------------------------------------------------Name

---------------------------------------Signature ----------------------------------------

Title * Violations reported under the Reportable Concerns Policy are not covered by this Form.

. . . EXHIBIT 21.1 LIST OF SUBSIDIARIES OF COTT CORPORATION
Direct or Indirect Percentage Ownership ---------100% 100% 100% 51% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Name of Subsidiary -----------------1. Cott Holdings Inc. 2. Cott USA Corp. 3. Cott Beverages Inc.* 4. Northeast Retailer Brands LLC 5. Cott Vending Inc. 6. Cott Beverages Wyomissing Inc. 7. CB Nevada Capital Inc. 8. Interim BCB, LLC 9. Northeast Finco Inc. 10. Cott NE Holdings Inc. 11. Cott USA Receivables Corp. 12. BCB International Holdings 13. BCB European Holdings 14. Cott Retail Brands Limited 15. Cott Europe Trading Limited 16. Cott Beverages Limited 17. Cott Ltd. 18. Macaw (Holdings) Limited 19. Macaw (Soft Drinks) Limited 20. Cott Private Label Limited 21. Cott Retail Brands Netherlands BV

Jurisdiction of Incorporation or Organization ---------------Delaware & Nova Scotia Georgia Georgia Delaware Delaware Pennsylvania Nevada Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Netherlands

. . . EXHIBIT 21.1 LIST OF SUBSIDIARIES OF COTT CORPORATION
Direct or Indirect Percentage Ownership ---------100% 100% 100% 51% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Name of Subsidiary -----------------1. Cott Holdings Inc. 2. Cott USA Corp. 3. Cott Beverages Inc.* 4. Northeast Retailer Brands LLC 5. Cott Vending Inc. 6. Cott Beverages Wyomissing Inc. 7. CB Nevada Capital Inc. 8. Interim BCB, LLC 9. Northeast Finco Inc. 10. Cott NE Holdings Inc. 11. Cott USA Receivables Corp. 12. BCB International Holdings 13. BCB European Holdings 14. Cott Retail Brands Limited 15. Cott Europe Trading Limited 16. Cott Beverages Limited 17. Cott Ltd. 18. Macaw (Holdings) Limited 19. Macaw (Soft Drinks) Limited 20. Cott Private Label Limited 21. Cott Retail Brands Netherlands BV

Jurisdiction of Incorporation or Organization ---------------Delaware & Nova Scotia Georgia Georgia Delaware Delaware Pennsylvania Nevada Delaware Delaware Delaware Delaware Cayman Islands Cayman Islands United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Netherlands

Name of Subsidiary -----------------22. 2011438 Ontario Ltd. 23. 804340 Ontario Limited 24. Cott Embotelladores de Mexico, S.A. de C.V 25. Mexico Bottling Services, S.A. de C.V. 26. Servicios Gerenciales de Mexico, S.A. de C.V. 27. Cott do Brasil Industria, Comercio, Importacao e Exportacao de Bebidas e Concentrados Ltda 28. Cott International Trading, Ltd. 29. Cott International SRL 30. Cott Investment, L.L.C. 31. Cott Atlantic Company 32. Cott Revelstoke Ltd. 33. 967979 Ontario Limited 34. 156775 Canada Inc.

Jurisdiction of Incorporation or Organization ---------------Ontario Ontario Mexico Mexico Mexico Brazil

Direct or Indirect Percentage Ownership ---------100% 100% 90% 100% 100% 100%

Barbados Barbados Delaware Nova Scotia Canada Ontario Canada

100% 100% 100% 100% 100% 100% 100%

Certain subsidiaries listed above; even if combined into one subsidiary, would not constitute a "significant subsidiary" within the meaning of Regulation S-X. * This entity also does business as Cott Beverages USA, Cott International, Cott Concentrates and RC Cola International, each of which is a division of Cott Beverages Inc.

Name of Subsidiary -----------------22. 2011438 Ontario Ltd. 23. 804340 Ontario Limited 24. Cott Embotelladores de Mexico, S.A. de C.V 25. Mexico Bottling Services, S.A. de C.V. 26. Servicios Gerenciales de Mexico, S.A. de C.V. 27. Cott do Brasil Industria, Comercio, Importacao e Exportacao de Bebidas e Concentrados Ltda 28. Cott International Trading, Ltd. 29. Cott International SRL 30. Cott Investment, L.L.C. 31. Cott Atlantic Company 32. Cott Revelstoke Ltd. 33. 967979 Ontario Limited 34. 156775 Canada Inc.

Jurisdiction of Incorporation or Organization ---------------Ontario Ontario Mexico Mexico Mexico Brazil

Direct or Indirect Percentage Ownership ---------100% 100% 90% 100% 100% 100%

Barbados Barbados Delaware Nova Scotia Canada Ontario Canada

100% 100% 100% 100% 100% 100% 100%

Certain subsidiaries listed above; even if combined into one subsidiary, would not constitute a "significant subsidiary" within the meaning of Regulation S-X. * This entity also does business as Cott Beverages USA, Cott International, Cott Concentrates and RC Cola International, each of which is a division of Cott Beverages Inc.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of COTT CORPORATION We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Number 333-122974), Form S-8 (File Number 333-108128), Form S-8 (File Number 333-56980), Form S-8 (File Number 333-05172), Form S-8 (File Number 033-84964), Form S-8 (File Number 033-72894) and Form S3 (File Number 333-112092) of Cott Corporation of our report dated February 22, 2006 relating to the financial statements, management's assessment of the internal control over financial reporting and effectiveness of the internal control over financial reporting and financial statement schedules, which appears in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP Chartered Accountants Toronto, Ontario March 6, 2006

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John K. Sheppard, certify that: 1. I have reviewed this annual report on Form 10-K of Cott Corporation;

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of COTT CORPORATION We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Number 333-122974), Form S-8 (File Number 333-108128), Form S-8 (File Number 333-56980), Form S-8 (File Number 333-05172), Form S-8 (File Number 033-84964), Form S-8 (File Number 033-72894) and Form S3 (File Number 333-112092) of Cott Corporation of our report dated February 22, 2006 relating to the financial statements, management's assessment of the internal control over financial reporting and effectiveness of the internal control over financial reporting and financial statement schedules, which appears in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP Chartered Accountants Toronto, Ontario March 6, 2006

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John K. Sheppard, certify that: 1. I have reviewed this annual report on Form 10-K of Cott Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John K. Sheppard, certify that: 1. I have reviewed this annual report on Form 10-K of Cott Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ John K. Sheppard ---------------------------------------John K. Sheppard President & Chief Executive Officer March 6, 2006

EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, B. Clyde Preslar, certify that: 1. I have reviewed this annual report on Form 10-K of Cott Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ B. Clyde Preslar ---------------------------------------B. Clyde Preslar Executive Vice President & Chief Financial Officer March 6, 2006

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. The undersigned, John K. Sheppard, President and Chief Executive Officer of Cott Corporation (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended December 31, 2005 (the "Report"). The undersigned hereby certifies that to the best of his knowledge: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 6th day of March, 2006.
/s/ John K. Sheppard ---------------------------------------John K. Sheppard President & Chief Executive Officer March 6, 2006

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. The undersigned, B. Clyde Preslar, Executive Vice-President and Chief Financial Officer of Cott Corporation (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended December 31, 2005 (the "Report"). The undersigned hereby certifies that to the best of his knowledge: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 6th day of March, 2006.
/s/ B. Clyde Preslar ---------------------------------------B. Clyde Preslar Executive Vice-President & Chief Financial Officer March 6, 2006

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. The undersigned, B. Clyde Preslar, Executive Vice-President and Chief Financial Officer of Cott Corporation (the "Company"), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended December 31, 2005 (the "Report"). The undersigned hereby certifies that to the best of his knowledge: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 6th day of March, 2006.
/s/ B. Clyde Preslar ---------------------------------------B. Clyde Preslar Executive Vice-President & Chief Financial Officer March 6, 2006


								
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