Coca-Cola Enterprises Inc. & Coca-Cola Enterprises (Canada) Bottling Finance Company - MRRS Decision

March 21, 2001

MRRS Decision

Headnote

Mutual Reliance Review System.

NI 44-101 - Director grants exemptions from the GAAP Reconciliation Requirement in ss.7.1(2)(b).

Commission grants continuous disclosure relief to Canadian subsidiary.

Director grants exemption from the Annual Information Form Requirements imposed under the securities legislation orsecurities directions of Ontario, Quebec and Saskatchewan.

National Instruments Cited

National Instrument 44-101 Short Form Prospectus Distributions.

National Instrument 44-102 Shelf Distributions.

Ontario Rule Cited

Rule 51-501 AIF and MD&A.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 75, 77, 78, 80(b)(iii), 88(2)(b), 107, 108, 109 and 121.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK,

NEWFOUNDLAND, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND,

QUEBEC AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COCA-COLA ENTERPRISES INC. AND

COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, BritishColumbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island, Québec andSaskatchewan (the "Jurisdictions") has received an application from CocaCola Enterprises Inc. ("CCE") and Coca-ColaEnterprises (Canada) Bottling Finance Company (the "Issuer" and together with CCE, the "Filer") for a decision underthe securities legislation of the Jurisdictions (the "Legislation") that the requirements contained in the Legislation that:

(a) the Issuer file with the Decision Makers and send to its security holders audited annual financialstatements and an annual report, where applicable (the "Annual Filing Requirement");

(b) the Issuer file with the Decision Makers and send to its security holders unaudited interim financialstatements and MD&A (the "Interim Financial Statement Requirements");

(c) the Issuer issue and file with the Decision Makers press releases, and file with the Decision Makersmaterial change reports (together, the "Material Change Requirements");

(d) the Issuer comply with the proxy and proxy solicitation requirements under the Legislation, includingfiling an information circular or report in lieu thereof (the "Proxy Requirements");

(e) the Issuer comply with the requirements to reconcile financial statements included in a prospectus andprepared in accordance with generally accepted accounting principles ("GAAP") of a foreignjurisdiction to Canadian GAAP, and with the requirement to provide, where financial statementsincluded in a prospectus are audited in accordance with generally accepted accounting standards("GAAS") of a foreign jurisdiction, a statement by the auditor disclosing any material differences in theauditor's report and confirming that the auditing standards of the foreign jurisdiction are substantiallyequivalent to Canadian GAAS (the "Reconciliation Requirement");

(f) under Ontario Securities Commission Rule 51-501 AIF and MD & A, section 159 of the Regulation tothe Securities Act (Québec) and the Saskatchewan Securities Commission Local Policy 6.2, the Issuerfile with the applicable Decision Makers an annual information form (the "Local AIF Requirements"),and the Issuer comply with the requirements of Item 5 and Item 6 of Form 44-101F1 (the "AIFRequirements") ; and

(g) insiders of the Issuer ("Insiders") file insider reports with the Decision Makers (the "Insider ReportingRequirements")

shall not apply;

AND WHEREAS under the Mutual Reliance Review System (the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. CCE was incorporated under the laws of Delaware on January 25, 1944, and is not a reporting issueror the equivalent in any of the Jurisdictions.

2. CCE is a public company with annual net operating revenues in excess of US$14 billion. CCE is aCoca-Cola bottling partner, producing, marketing and distributing in North America and Europe avariety of soft drinks, mainly consisting of products of The Coca-Cola Company and its subsidiaries.

3. CCE has been a reporting company under the United States Securities Exchange Act of 1934, asamended (the "1934 Act") since November, 1986. CCE has filed with the United States Securities andExchange Commission (the "SEC") annual and quarterly reports under Form 10-K and Form 10-Qsince it first became a reporting company, in accordance with the filing obligations set out in the 1934Act.

4. CCE currently has approximately US$10.3 billion in long term debt outstanding. All of CCE'soutstanding long-term debt is rated "A" by Standard & Poor's and "A2" by Moody's Investors Service.

5. CCE satisfies the criteria set forth in paragraph 3.1(a) of National Instrument 71-101 ("NI 71-101") andis eligible to use the multi-jurisdictional disclosure system ("MJDS") (as set out in NI 71-101) for thepurpose of distributing approved rating non-convertible debt in Canada based on compliance withUnited States ("US") prospectus requirements with certain additional Canadian disclosure.

6. Except for the fact that the Issuer is not incorporated under US law, the Offering (as defined below)would comply with the alternative eligibility criteria of non-convertible debt having an approved ratingunder the MJDS as set forth in paragraphs 3.1 and 3.2 of NI 71-101.

7. The Issuer is a corporation amalgamated under the Companies Act (Nova Scotia) effective January1, 2000.

8. The head office of the Issuer is in Nova Scotia.

9. The Issuer is wholly-owned by CCE Investments SARL, which is an indirect wholly-owned subsidiaryof CCE. The Issuer does not have any subsidiaries.

10. The Issuer's only business is to access Canadian capital markets to raise funds, which it lends to orotherwise invests in the Canadian subsidiary companies of CCE. The Issuer does not carry on anyoperating business.

11. A predecessor of the Issuer, Coca-Cola Enterprises (Canada) Bottling Finance Ltd., a New Brunswickcorporation ("Coke New Brunswick"), became a reporting issuer or the equivalent in the Jurisdictionson March 2, 1999 in connection with the establishment in Canada of a medium term note program (the"1999 MTN Program") under the provisions of former National Policy 47 and former National Policy44. Coke New Brunswick was continued to Nova Scotia and was amalgamated effective January 1,2000 under the Companies Act (Nova Scotia) with 3037908 Nova Scotia Company, following whichit changed its name to Coca-Cola Enterprises (Canada) Bottling Finance Company. The Issuercurrently maintains the 1999 MTN Program.

12. In connection with the establishment of the 1999 MTN Program, relief was obtained from the AnnualFiling Requirements, the Interim Financial Statement Requirements, the Material ChangeRequirements, the Proxy Requirements and the Insider Reporting Requirements (as they existed atthat time) in the Jurisdictions, on the condition, among others, that the continuous disclosure materialsfiled by CCE in the US would be filed in the Jurisdictions.

13. The Issuer or its predecessor has complied with this condition of relief and has been filing CCE'scontinuous disclosure materials in Canada.

14. Pursuant to the 1999 MTN Program, the Issuer may issue up to Cdn.$2 billion (or the equivalentthereof in lawful money of the United States of America) of non-convertible medium-term notes (the"First Series Notes"). As at January 17, 2001, the Issuer has issued and outstanding a total ofCdn.$1,040,000 in principal amount of First Series Notes. CCE has fully and unconditionallyguaranteed the payment of principal and interest, together with any other amounts which may becomedue under the First Series Notes. All issued and outstanding First Series Notes are rated "A" byDominion Bond Rating Service.

15. The Issuer proposes to "renew" the 1999 MTN Program pursuant to National Instrument 44-101 andNational Instrument 44-102 (collectively, the "Shelf Requirements") to raise up to $2 billion in Canada(the "Offering") through the issuance of additional notes (the "Second Series Notes" and, together withthe First Series Notes, the "Notes") from time to time over a two-year period. The Second SeriesNotes will be fully and unconditionally guaranteed by CCE as to payment of principal, interest and allother amounts due thereunder. All Second Series Notes will have an approved rating (as defined inthe Shelf Requirements) and will be rated by a recognized security evaluation agency in one of thecategories determined by the Commission des valeurs mobilières du Québec (an "Approved Rating").

16. In connection with the Offering:

(a) a short form base shelf prospectus and a prospectus supplement or supplements (the"Prospectus") will be prepared pursuant to the Shelf Requirements, with the disclosurerequired by Items 12 and 13 of Form 44-101F3 being addressed by incorporating byreference CCE's public disclosure documents as well as the Issuer's AIF for the year 1999,and the disclosure required by Item 7 of Form 44-101F3 being addressed by fixed chargecoverage ratio disclosure with respect to CCE in accordance with US requirements;

(b) the Prospectus will include all material disclosure concerning the Issuer;

(c) the Prospectus will incorporate by reference disclosure made in CCE's most recent Form 10-K (as filed under the 1934 Act) together with all Form 10-Q's and Form 8-K's and interimfinancial information filed subsequently under the 1934 Act and prior to the termination of theOffering and will state that purchasers of the Second Series Notes will not receive separatecontinuous disclosure information regarding the Issuer;

(f) CCE will fully and unconditionally guarantee payment of the principal and interest on theSecond Series Notes, together with any other amounts that may be due under any provisionsof the trust indenture relating to the Second Series Notes;

(g) the Second Series Notes will have an Approved Rating;

(h) CCE will sign the Prospectus as promoter;

(i) CCE will undertake to file with the Decision Makers in electronic format through SEDAR (asdefined in National Instrument 13 -101) all documents that it files under sections 13 and15(d) of the 1934 Act until such time as the Notes are no longer outstanding.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the securities regulatory authority or securities regulator in each of Ontario, Québec andSaskatchewan is that the Local AIF Requirements shall not apply to the Issuer, provided that the equivalent informationconcerning CCE is included in the Issuer's AIF and so long as the Issuer and CCE comply with all of the requirementsof each of the Decisions below.

THE DECISION of the Decision Makers under the Legislation is that the Reconciliation Requirement shall notapply to the Offering so long as:

(a) the annual and interim financial statements that are included in the Prospectus are preparedin accordance with US GAAP and otherwise comply with the requirements of US law, andin the case of the audited annual financial statements, such financial statements are auditedin accordance with US GAAS;

(b) CCE continues to fully and unconditionally guarantee the Notes as to the payments requiredto be made by the Issuer to holders of the Notes;

(d) CCE maintains direct or indirect beneficial ownership of all of the issued and outstandingvoting shares of the Issuer; and

(e) CCE continues to satisfy the criteria set forth in paragraph 3.1 of NI 71-101 (or any successorprovision) and remains eligible to use MJDS (or any successor instrument) for the purposeof distributing approved rating non-convertible debt in Canada based on compliance with USprospectus requirements with certain additional Canadian disclosure.

March 21, 2001.

"Margo Paul"

THE FURTHER DECISION of the Decision Makers under the Legislation is that:

A. the Annual Filing Requirement shall not apply to the Issuer, provided that (i) CCE files with the Decision Makersin electronic format through SEDAR under the Issuer's SEDAR profile, the annual reports on Form 10-K filedby it with the SEC within 24 hours after they are filed with the SEC; and (ii) that such documents are providedto security holders whose last address as shown on the books of the Issuer is in Canada, in the manner, at thetime and if required by applicable US law to be sent to CCE debt holders;

B. the Interim Financial Statement Requirements shall not apply to the Issuer, provided that (i) CCE files with theDecision Makers quarterly reports on Form 10-Q in electronic format through SEDAR under the Issuer's SEDARprofile, filed by it with the SEC within 24 hours after they are filed with the SEC; and (ii) that such documentsare provided to security holders whose last address as shown on the books of the Issuer is in Canada, in themanner, at the time and if required by applicable US law to be sent to CCE debt holders;

C. the Material Change Requirements shall not apply to the Issuer, provided that CCE (i) files with the DecisionMakers, in electronic format through SEDAR under the Issuer's SEDAR profile, each of the reports on Form8-K filed by it with the SEC within 24 hours after they are filed with the SEC; (ii) complies with the requirementsof the New York Stock Exchange in respect of making public disclosure of material information on a timelybasis; and (iii) forthwith issues in each Jurisdiction and files with the Decision Makers, any press release whichdiscloses a material change in CCE's affairs;

D. the Proxy Requirements shall not apply to the Issuer, provided that (i) CCE complies with the requirements ofthe 1934 Act and the rules and regulations made thereunder relating to proxy statements, proxies and proxysolicitations in connection with any meeting of the holders of its notes; (ii) CCE files with the Commission, inelectronic format through SEDAR under the Issuer's SEDAR profile, materials relating to the meeting filed byit with the SEC within 24 hours after they are filed with the SEC; and (iii) such documents are provided to suchholders of Notes whose last address as shown on the books of the Issuer is in Canada, in the manner, at thetime and if required by applicable US law to be sent to CCE debt holders;

E. the Insider Reporting Requirements shall not apply to Insiders of the Issuer, provided that each insider (asdefined in the Legislation) files with the SEC on a timely basis the reports, if any, required to be filed with theSEC pursuant to section 16(a) of the 1934 Act and the rules and regulations thereunder; and

F. the AIF Requirements shall not apply to the Issuer, provided that the equivalent information concerning CCEis incorporated by reference in the Issuer's AIF, prepared in the manner required by applicable US law;

provided that (for A. through F.):

(a) the Issuer complies with all other requirements of NI 44-101, Form 44-101F1 and Form 44-101F3except as described in paragraph 16.(a).

(b) the Issuer does not issue securities other than Notes.

(d) each of CCE and the Issuer comply with paragraph 16;

(e) CCE maintains an Approved Rating in respect of the Notes;

(f) CCE maintains direct or indirect beneficial ownership of all of the issued and outstanding voting sharesof the Issuer;

(g) CCE maintains a class of securities registered pursuant to section 12 of the 1934 Act;

(h) CCE continues to satisfy the criteria set forth in paragraph 3.1 of NI 71-101 (or any successorprovision) and remains eligible to use MJDS (or any successor instrument) for the purpose ofdistributing approved rating non-convertible debt in Canada based on compliance with US prospectusrequirements with certain additional Canadian disclosure;

(i) CCE continues to fully and unconditionally guarantee the Notes as to the payments required to bemade by the Issuer to holders of the Notes; and

(j) all filing fees that would otherwise be payable by the Issuer in connection with the Annual FilingRequirement, the Interim Financial Statement Requirements, the Material Change Requirements, theProxy Requirements, the AIF Requirements and the Insider Reporting Requirements are paid.

March 21, 2001.

"John A. Geller" "Robert W. Davis"