Transcription

1 Welcome Amsterdam 28 September 2012

2 Amsterdam 28 September 2012 Acquisition of Asia Pacific Breweries Jean-François van Boxmeer CEO and Chairman of the Executive Board René Hooft Graafland CFO and Member of the Executive Board

3 Disclaimer All statements other than statements of historical facts included in this presentation are or may be forward-looking statements. These forward-looking statements reflect HEINEKEN s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond HEINEKEN s ability to control or estimate precisely, such as future market and economic conditions, the behaviour of other market participants, changes in consumer preferences, the ability to successfully integrate acquired businesses and achieve anticipated synergies, costs of raw materials, interest rate and foreign exchange fluctuations, change in tax rates, changes in law, changes in pension costs, the actions of government regulators and weather conditions. These and other risk factors are detailed in HEINEKEN s publicly filed annual reports. You should not and are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this presentation. HEINEKEN does not undertake any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances after the date of these materials. Market share estimates contained in this presentation are based on outside sources such as specialised research institutes in combination with management estimates. Nothing in this document should be interpreted to mean that earnings per share of HEINEKEN, Heineken International B.V. ( HIBV ) or APB will necessarily be greater than those for their respective preceding financial periods. HEINEKEN s acquisition of control of Asia Pacific Breweries Limited is subject to completion of the sale and purchase agreements ( SPAs ) entered into between HIBV and Fraser and Neave, Limited. Completion of the SPAs will only occur if and when the relevant conditions precedent set out in the SPAs are satisfied and/or waived. Please refer to the pre-conditional offer announcement made by HIBV on 17 August 2012 ( Pre-conditional Offer Announcement ), for further information. This presentation should be read in conjunction with the Pre-conditional Offer Announcement. A copy of the Pre-Conditional Offer Announcement is available on 3

4 Basis of pro-forma combined financial metrics The pro-forma combined financial metrics for the year ended December 31, 2011 in Section 4, are presented to show how these metrics might have looked if the Proposed Transaction had occurred on January 1, The unaudited pro forma combined financial metrics have been derived by applying pro forma adjustments to the historical financial information of APB for the statutory year ended September 30, The unaudited pro-forma combined financial metrics have been presented for informational purposes only and are not necessarily indicative of what the combined company s financial position or results actually would have been had the Proposed Transaction been completed as of January 1,2011. In addition the unaudited proforma combined financial metrics do not purport to project the future financial position or operating results of the combined company. There can be no assurance that the assumptions used in the preparation of the pro forma combined financial metrics prove to be correct. The unaudited pro-forma combined financial metrics are based on: The consolidated financial statements of HEINEKEN for the year ended December 31, 2011, prepared in accordance with IFRS; Pro-forma consolidated information of APB derived from the consolidated financial statements of APB and APIPL for the year ended September 30, 2011 prepared in accordance with Singapore Financial Reporting Standards ( Singapore FRS ), and adjusted by adding the three months period ended December 31, 2011 and deducting the three months period ended December 31, 2010 and certain pro-forma adjustments for accounting policy alignment; Pro-forma adjustments to eliminate intercompany volume and revenue, and HEINEKEN s share of profit of APB and APIPL currently included in the HEINEKEN results for the year ended December 31, 2011; Certain pro-forma adjustments relating to the purchase price allocation; APB and APIPL financial metrics are converted to EUR:SGD for the year ended December, of 1.75 In addition, the basis of calculation for other pro-forma financial metrics in Section 4 are set out below: Pro-Forma EPS accretion for the LTM June 2012: Based on the reported net income of APB for the last twelve months ending 30 June 2012, elimination of equity accounted net income of APB for the same period, depreciation and amortisation adjustment relating to purchase price allocation for the same period and deducting the interest cost to be incurred by HEINEKEN to fund the purchase consideration. Interest costs on acquisition debt assumed to be 3% per annum. Assumed 100% acquisition of APB by HEINEKEN as of 1 July 2011 for the pro-forma analysis Pro-Forma Net debt / EBITDA (beia) as of LTM June 2012: Pro-forma net debt is based on HEINEKEN, APB and APIPL reported net debt as of 30 June 2012, and the total consideration required for the acquisition of 58.1% in APB, F&N s interest in non-apb assets held by APIPL and transaction costs (stamp duty, fees and cash cost of options). Pro-forma EBITDA is based on HEINEKEN and APB reported LTM EBITDA (30 June 2012), includes elimination of HEINEKEN's share of net income from APB currently equity accounted by HEINEKEN, APB s share of net income from H-APB China currently equity accounted by APB, addition of 100% of EBITDA from H-APB China which will be consolidated post-transaction and other consolidation adjustments. Adjustments are based on LTM June

5 Agenda Acquisition of Asia Pacific Breweries 1 Transaction Highlights 2 Asia Pacific Breweries 3 Compelling Strategic Transaction 4 Financial Highlights 5 Conclusion 5

6 Acquisition of a controlling ownership in Asia Pacific Breweries APB shareholder structure at 28 September 2012 F&N 50.0% Heineken International B.V. ( HIBV ) 50.0% Prior to announcement of the Proposed Transaction on 17 August, HIBV owned a direct and indirect stake in APB of 41.9% HIBV has since acquired a further 13.7% in APB for S$1.9 billion, including Kindest Place Groups' (KPG) 8.6% stake, and currently owns an effective stake of 55.6% 3 in APB 39.7% effective stake in APB APIPL % 1 effective stake in APB On 28 September 2012, F&N shareholders approved the disposal of: F&N's direct and indirect interests in APB to HIBV for S$5.4 billion; and 64.8% F&N s interest in non-apb assets held by APIPL to HIBV for S$163 million 7.3% 23.2% 1 Upon Completion, HIBV will own 95.3% in APB and will launch an MGO for the remaining 4.7% stake in APB for S$53 per APB Minorities 4.7% APB share or up to S$0.6 billion Transaction is subject to regulatory approvals in Singapore and New Zealand and is expected to complete in November Source: HEINEKEN, Company filings 1 Includes APB shares acquired on the Singapore stock exchange by HIBV since 21 August 2012 and 8.6% stake previously held by KPG 2 APIPL is a holding company which owns a direct 64.8% stake in APB and certain other non-apb assets 3 Based on the 23.2% direct stake held by HIBV in APB and the 50% stake held by HIBV in APIPL, which in turn holds a 64.8% direct stake in APB

7 Commitment to Singapore and the region Our regional headquarters will remain in Singapore with the Heineken and Tiger brands at the heart of our portfolio." Jean-François van Boxmeer Chairman and CEO of the Executive Board 7

8 Agenda Acquisition of Asia Pacific Breweries 1 Transaction Highlights 2 Asia Pacific Breweries 3 Compelling Strategic Transaction 4 Financial Highlights 5 Conclusion 8

9 APB has leading market positions 1 Laos #2 Mongolia #2 Thailand #1 Sri Lanka #2 Cambodia #2 Malaysia # China #2 Vietnam #2 Papua New Guinea #1 Solomon Islands #1 1 New Caledonia #1 Broad market leadership Leadership in the IPS Breweries Singapore #1 Indonesia #1 4 New Zealand #2 9 Source: HEINEKEN Note: Market position by volume Includes JV and associate interests of APB

10 Premium-led portfolio supported by strong mainstream brands Beer volume by segment: 2010/11 Winning Portfolios Mainstream 45% Lower Mainstream 5% Vietnam Premium Mainstream Lower Mainstream Premium 50% 61% 23% 16% Heineken Tiger Other Papua Singapore Indonesia New China Guinea Source: HEINEKEN/APB 12 months ending September

11 APB: Strong and consistent growth Revenue 1 In S$bn PBIT In S$m FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 MBI & GBNC acquisition Revenue 9 months ending 30 June 2012: S$2,549m (+13.7% vs. 2011) MBI & GBNC acquisition PBIT 9 months ending 30 June 2012: S$615m (+28.5% vs. 2011) 11 Source: APB Note: APB fiscal year end is 30 September. 1 APB revenue as reported, before deduction of excise duties

12 Agenda Acquisition of Asia Pacific Breweries 1 Transaction Highlights 2 Asia Pacific Breweries 3 Compelling Strategic Transaction 4 Financial Highlights 5 Conclusion 12

13 Compelling strategic rationale Direct access to two of the most exciting emerging regions in the world: Southeast Asia & the Pacific Islands, and China 1 Southeast Asia & the Pacific Islands is a growing, dynamic region of over 600 million people with favourable demographics, strong economic development and a fast growing beer market 2 APB is a leading brewer in Southeast Asia & the Pacific Islands, with the strongest and most widespread presence in the region 3 Exploit growth potential of the International Premium Segment with the Heineken and Tiger brands in the region 4 Fully develop the Tiger brand internationally, and strengthen HEINEKEN s brand portfolio with APB s other strong regional and local brands 5 Capturing the developing and profitable IPS in China through a long-term investment approach 6 Boosts HEINEKEN s exposure to emerging markets, establishing HEINEKEN as the brewer with the most diversified emerging markets footprint 13

14 1 Southeast Asia & the Pacific Islands: An exciting emerging market Profitable growth opportunity Dynamic population <30 years: E beer market CAGR: Size of profit pool: 53% 4.8% 1.3bn Beer market size 2011 (mhl) Beer market CAGR E Population 2011 (m) Population CAGR E Beer consumption per capita (l) Profit pool 2010 ( m) Profit per hl 2010 ( ) Southeast Asia & the Pacific Islands 4.8% % % 13 1, China, South Korea, Mongolia % 1, % India, Sri Lanka % 1, % Africa, Middle East % 1, % 9 2, Latin America % % 41 6, Eastern Europe (incl. Russia) % % 53 2, Source: Plato (May 2012), Global Insight, Euromonitor, Sanford Bernstein (2010) and HEINEKEN Note: Latin America includes Mexico, Caribbean, Central and South America

15 2 APB: The broadest regional footprint in Southeast Asia & Pacific Islands Number of markets in Southeast Asia & Pacific Islands with #1 and #2 positions Asia Pacific Kirin Carlsberg SAB Miller ABInBev 15 Source: Plato (May 2012) 1 Includes JV and associate interests of APB. Southeast Asia & the Pacific Islands region excludes Sri Lanka, Mongolia and China

16 Incremental IPS volume (khl) China Vietnam India Thailand Cambodia Australia South Korea Japan Taiwan Singapore Sri Lanka Hong Kong Mongolia Nepal Malaysia New Zealand Laos Indonesia Philippines Papua New Guinea Other 3 IPS in Southeast Asia & the Pacific Islands, and China, to increase almost three-fold by IPS market size (mhl) 2020F IPS market size (mhl) F CAGR Southeast Asia & the Pacific Islands China % 11.8% +20.2mhl World % IPS 1 in Asia and the Pacific by market: F incremental volume and growth F CAGR 12% 10% 15% 7% 13% 2% 4% 4% 2% 3% 7% 2% 36% 13% 3% 1% 22% 2% 14% 11% 3% 13,500 4,551 3, Source: Plato October 2011, HEINEKEN 1 International Premium Segment APB markets

17 HEINEKEN is uniquely positioned for continued IPS growth in Asia 4 of top 15 markets 1 for Heineken are in Asia Strong growth of Heineken and Tiger China Thailand Brazil Canada Argentina Nigeria USA 10 8 Combined Heineken and Tiger volume in Asia Pacific (mhl) CAGR: 9.2% Heineken : 10.2% Tiger : 6.4% Greece Taiwan 6 4 Ireland 2 South Africa Vietnam 0 Spain Italy France Heineken Tiger Heineken and Tiger brand share in regional IPS is 34% 2 17 Source: HEINEKEN and Plato (Nov-11) 1 In the International Premium Segment (excluding the Netherlands) data, based on Plato and HEINEKEN IPS data not available

18 Maximise the international potential of the Tiger brand Iconic premium brand with global reach Further International expansion Global Tiger Volume (mhl) including exports 3 CAGR 5.6% Strong consumer brand recognition outside of Asia Markets: Brewed in 10 markets Exported to over 65 countries Rising emigration and increased demand for Asian cuisine presents international growth opportunities for Tiger Expansion of the Tiger brand across HEINEKEN s existing global distribution platform 18 Source: APB, HEINEKEN 1 Includes Tiger volume under Heineken UK and Ireland

19 Tailored activation Cultural diversity Local brands 4 Strengthen HEINEKEN s brand portfolio with established local and regional brands Vietnam Singapore Indonesia Papua New Guinea New Zealand 19

20 5 China: A fast growing and changing market Chinese beer market volume: F (mhl) China population: Rural vs. Urban development Millions of people 155 CAGR +7.4% 488 CAGR +3.7% % 80% 60% 1,267 1,341 1,368 1,382 1,424 36% 42% 48% 55% 64% F 2020F World s largest beer market at 488 mhl in 2011 Chinese beer market has grown three-fold since 1995, at a CAGR of 7.4% Profit pool of 765m: Low prices and affordability in mainstream Highest profitability in premium Chinese consumers are showing a growing appeal towards international brands Source: Plato (May 2012) 20 40% 64% 58% 52% 20% 45% 36% 0% Urban Rural Growing urbanisation will enlarge the consumer base for premium beer Growing demand in on-premise entertainment channels Provides increased consumer and outlet reach opportunities

21 5 Premium beer in China represents a profitable growth opportunity for HEINEKEN HEINEKEN s strategy in China Premium segment leadership led by Heineken & Tiger National presence with focus on key regions to capture value in high growth IPS markets Premium quality and product integrity Highest profitability in China in premium segment Segment (2010 ) Volume (mhl) EBIT/hl Index vs Mainstream HEILONGJIANG Premium Affordable Premium 2.4 1, IPS XINJIANG GANSU INNER MONGOLIA BEIJING LIAONING JILIN Mainstream 100 Discount <5 QINGHAI NINGXIA TIANJIN HEBEI SHANXI SHANDONG China IPS: F CAGR TIBET HENAN JIANGSU SHAANXI SHANGHAI ANHUI SICHUAN HUBEI CHONGQING ZHEJIANG JIANGXI HUNAN GUIZHOU FUJIAN CAGR 11.8% 9.2 YUNNAN GUANGXI GUANGDONG HAINAN Top 10 provinces in China represent around 80% of the country profit pool 2010 Affordable Premium 2020F Premium 21 Source: National Bureau of Statistics, CICC Research, Plato, Canadean, HEINEKEN estimates Note: IPS defined as affordable premium and premium

22 6 APB reinforces HEINEKEN s strong and diversified emerging market foothold Market position in emerging regions by volume #1 #2 #3 #4 Other Southeast Asia & the Pacific Islands China, South Korea, Mongolia SAN MIGUEL BREWERY INC. SAN / MIGUEL BREWERY INC. / #2 IPS China India, Sri Lanka 1 / nm nm Africa, Middle East nm Latin America Eastern Europe (incl. Russia) 22 Source: Plato (May 2012), HEINEKEN Note: Latin America includes Mexico, Caribbean, Central and South America 1 Sri Lanka is a market within APB; India represents JV operations of UBL, jointly held with Dr. Vijay Mallya

23 6 APB increases HEINEKEN s exposure to key volume growth markets Estimated contribution to global beer volume growth ( ) 42.9% APB markets Broad market leadership 8.9% Leadership in the IPS 5.3% 4.6% 4.6% 3.7% 3.7% 2.6% 2.2% China Brazil India Vietnam USA Mexico Russia Nigeria Thailand market position #2 #4 #1 #2 #2 #2 #4 #1 #1 Source: Plato, May 2012, HEINEKEN 23

24 6 Further boosts HEINEKEN s scale and exposure to emerging markets Consolidated beer volume (mhl) EBIT (beia) 1 ( bn) Developed Emerging Developed Emerging % 62% % 55% 51% 40% 49% 41% 38% 60% 50% 45% 2007 HEINEKEN Stand alone 2011 HEINEKEN Stand alone 2011 Pro- Forma 2007 HEINEKEN Stand alone 2011 HEINEKEN Stand alone 2011 Pro-Forma 24 Source: HEINEKEN 1 EBIT split excludes Head Office and eliminations

25 Agenda Acquisition of Asia Pacific Breweries 1 Transaction Highlights 2 Asia Pacific Breweries 3 Compelling Strategic Transaction 4 Financial Highlights 5 Conclusion 25

26 Transaction highlights and next steps Prior to announcement of the proposed transaction on 17 August 2012, HIBV owned a direct and indirect stake in APB of 41.9% Through an all-cash transaction, HIBV will acquire up to 58.1% in APB it does not already own HIBV has since acquired a further 13.7% in APB for S$1.9 billion, including Kindest Place Groups' (KPG) 8.6% stake, and currently owns an effective stake of 55.6% 1 in APB On 28 September 2012, F&N shareholders approved the disposal of F&N's direct and indirect interests in APB to HIBV for S$5.4 billion and F&N s interest in non-apb assets held by APIPL to HIBV for S$163 million F&N Other shareholders (direct and indirect) Market purchases 2 (MGO) Total Next steps Price APB share S$53 S$53 S$53 S$53 Consideration S$5.4bn S$1.9bn up to S$0.6bn up to S$8.0bn % of APB shares 39.7% 13.7% up to 4.7% up to 58.1% Transaction is subject to regulatory approvals, including clearance by the Competition Commission Singapore and approval by the Overseas Investment Office in New Zealand, and is expected to complete in November 2012 Upon completion of the Proposed Transaction, HIBV will own 95.3% in APB and will launch an MGO for the remaining 4.7% stake in APB for S$53 per APB share or up to S$0.6 billion, and will seek to delist APB 26 Source: HEINEKEN 1 Based on the 23.2% direct stake held by HIBV in APB and the 50% stake held by HIBV in APIPL, which in turn holds a 64.8% direct stake in APB 2 Includes APB shares acquired on the Singapore stock exchange by HIBV since 21 August 2012 and 8.6% stake held by KPG. Consideration based on 35,491,130 shares acquired at S$53.00 and 13,000 shares acquired at S$52.90

27 Key transaction metrics Upon completion, HEINEKEN will fully consolidate APB An indicative EV/ EBITDA (beia) for the twelve months period ending 30 June 2012 is estimated to be 17.1 times 1 The transaction would have been accretive to HEINEKEN s earnings per share on a pro-forma basis for the last twelve months ending 30 June Pro-Forma Net debt/ebitda (beia) 3 ratio of 3.3 times. HEINEKEN committed to return to a ratio of below 2.5 times within 24 months of completion of MGO In line with IFRS accounting standards, HEINEKEN will revalue its current stake in APB at completion. The noncash amount arising from this revaluation will be treated as an exceptional item 27 1 Based on a price per APB share of S$53 for 100% of the share capital of APB. The calculation under IFRS will be different in respect of the remeasurement of HIBV's previously held equity interest in APB when obtaining control 2 Assuming 100% acquisition of APB as of 1 July Based on the reported net profit of APB of S$390 million for LTM 30 June 2012, elimination of equity accounted net income of APB for the same period, depreciation and amortisation adjustment relating to purchase price allocation for the same period and deducting the interest cost on acquisition debt (3% p.a.) 3 EBITDA (beia) based on LTM June 2012

28 Key financial metrics FYE 31-Dec-11 HEINEKEN APB Eliminations 5 Adjustments Pro-forma Consolidated beer volume (mhl) (0.5) Net revenue ( m) 17,123 1,242 (41) , EBITDA (beia) ( m) 2 6 3, (97) 13 4,026 EBIT (beia) ( m) 2 2, (97) (26) 2,962 6,7 EBIT (beia) / hl ( ) EBIT (beia) margin % 28.8% % 7 Source: HEINEKEN, APB Note: Pro-forma APB for the year ending 31 December 2011, based on FYE 30 September 2011, 3 months to 31 December 2011 and 3 months to 31 December 2010 financials. APB financials converted to EUR based on average EUR:SGD for 1 January 2011 to 31 December 2011 of 1.75, as per Bloomberg 1 Includes 100% of beer volume produced and sold by consolidated companies (excluding the beer volume brewed and sold by joint venture companies) 2 EBITDA (beia) and EBIT (beia) include share of profit of associates and joint ventures 3 Based on EBIT (beia) excluding share of profit of associates and joint ventures 4 Includes pro-forma adjustment for excise duties included in APB Revenue 5 Pro-forma elimination of intercompany volume and revenue, and HEINEKEN's share of profit from APB currently equity accounted by HEINEKEN 6 Includes 100% of pro-forma adjustment for H-APB China which will be consolidated post-transaction, elimination of H-APB China equity income in APB, and other consolidation adjustments 7 Includes pro-forma depreciation adjustment relating to purchase price allocation of 30m 28

29 HEINEKEN will consolidate APB in Q Consolidated beer volume 2011 EBIT (beia) HEINEKEN stand-alone volume split by region A & ME 13% AP 1% WE 28% HEINEKEN stand-alone EBIT split by region A & ME 21% AP 6% WE 36% AM 31% CEE 28% AM 24% CEE 13% HEINEKEN pro-forma split by region A & ME 12% AP 8% WE 25% HEINEKEN proforma EBIT split by region AP 15% WE 32% A & ME AM 28% CEE 25% 19% AM 22% CEE 12% Source: HEINEKEN Note: EBIT (beia) includes share of the net profit of joint ventures and associates Pro-forma figures adjusted to eliminate HEINEKEN's share of net income from APB currently consolidated by HEINEKEN 29 1 EBIT split excludes Head Office

30 Financing in place Outstanding consideration of up to 3.9 billion to be paid by HEINEKEN for the acquisition of F&N s direct and indirect interests in APB and APIPL as well as the MGO HEINEKEN has sufficient cash and committed financing in place: Committed undrawn revolving credit facility of 2 billion Approximately 1 billion in cash Approximately 2.5 billion bridge commitment arranged by banks Average acquisition financing costs expected to be below 3% HEINEKEN committed to return to a Net Debt/ EBITDA (beia) ratio of below 2.5x within 24 months of completion of MGO 30

31 Agenda Acquisition of Asia Pacific Breweries 1 Transaction Highlights 2 Asia Pacific Breweries 3 Compelling Strategic Transaction 4 Financial Highlights 5 Conclusion 31

32 Compelling strategic rationale Direct access to two of the most exciting emerging regions in the world: Southeast Asia & the Pacific Islands, and China 1 Southeast Asia & the Pacific Islands is a growing, dynamic region of over 600 million people with favourable demographics, strong economic development and a fast growing beer market 2 APB is a leading brewer in Southeast Asia & the Pacific Islands, with the strongest and most widespread presence in the region 3 Exploit growth potential of the International Premium Segment with the Heineken and Tiger brands in the region 4 Fully develop the Tiger brand internationally, and strengthen HEINEKEN s brand portfolio with APB s other strong regional and local brands 5 Capturing the developing and profitable IPS in China through a long-term investment approach 6 Boosts HEINEKEN s exposure to emerging markets, establishing HEINEKEN as the brewer with the most diversified emerging markets footprint 32

33 Q&A Amsterdam 28 September 2012

34 Directors Responsibility Statement The directors of each of HEINEKEN and HIBV (including those who may have delegated supervision of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that there are no other material facts not contained in this press release the omission of which would make any statement in this press release misleading. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from F&N or APB, the sole responsibility of the directors of each of HEINEKEN and HIBV has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release. The directors of each of HEINEKEN and HIBV jointly and severally accept responsibility accordingly. 34

35 Appendix Amsterdam 28 September 2012

36 Key milestones of APB over the past 80 years 1931 APB founded as Malayan Breweries Limited in joint venture between Heineken International BV and Fraser and Neave 1941 Archipelago Brewery (Anchor) purchased 1945 Reconstruction after World War II 1955 APB acquired S.P. Holdings in Papua New Guinea 1961 Kuala Lumpur Brewery built 1988 APB acquired Shanghai Brewery 1991 APB acquired DB Group in New Zealand 1993 APB started greenfield in Ho Chih Minh City, Vietnam, and Thailand locally produced Heineken 1996 APB started greenfield in Cambodia 1997 APB started greenfield in Hainan, China 2003 APB started greenfield in Hanoi, Vietnam 2004 HAPBC acquired 21% stake in Kingway Brewery, China 2005 APB entered Sri Lanka by acquiring 60% of APB Lanka 2006 APB acquired Foster s Vietnam and integrated into VBL and acquired 49% of Dafuhao in Jiangsu, China 2007 APB started greenfield in Mongolia 2008 APB started greenfield in Laos 2010 Heineken International BV transferred Multi Bintang Indonesia (Indonesia) and GBNC (New Caledonia) to APB, and APB transferred its Indian breweries to Heineken International BV HAPB started greenfield brewery in Guangzhou China 2011 HAPBC divested stake in Kingway Brewery APB acquired a brewery in Solomon Islands 2012 APB acquired 51% in Mongolian Beverage which manufactures and distributes vodka and spirits 36

37 HEINEKEN s economic interests in individual APB markets post deal completion 1 China 100% Mongolia 55% Thailand 37% Laos 68% Sri Lanka 60% Vietnam 100% /60% 2 Cambodia 80% Papua New Guinea 76% Malaysia 25.5% Solomon Islands 98% Singapore 100% New Caledonia 87% Indonesia 87% New Zealand 100% 37 1 Percentage represents HEINEKEN s equity interest in the main operating entity in each country 2 APB (Hanoi) is 100% owned and Vietnam Brewery (VBL) 60% owned

38 Indicative transaction enterprise value and EBITDA multiple (S$ in billions) Implied LTM EV / EBITDA 1 Total cash consideration for up to 58.1% of S$53 / share 8.0 HEINEKEN's existing 41.9% stake in S$53 / share Equity S$53/share 13.7 (+) Net debt (+) Minority interests at book value (-) Associates at book value 3 (0.2) Enterprise value 13.6 APB LTM EBITDA (Jun-12) LTM EV / EBITDA (Jun-12) 17.1x 1 1 Based on a price per APB share of S$53.00 for 100% of the share capital of APB 2 The calculation under IFRS will be different in respect of the remeasurement of the previously held equity interest when obtaining control 3 Based on APB reported balance sheet as at 30 June APB reported EBITDA for the last 12 months ending 30 June 2012 (excludes share of the net profit of joint ventures / associates and investment income) 38

39 Beer market GDP Population Direct access to high growth markets Vietnam 89 Population (m) 52% younger than 30 years 30% % urban population 0.9 US$ GDP per capita ( 000) 1 5% Real GDP per capita growth GDP composition: Industry 40%, Services 38%, Agriculture 22% #2 position/20% market share 27 beer market size (mhl) 6% 11-20E beer market growth 30 litres per capita Traditional On-Premise: 39 Source: Plato (May 2012), Global Insight, Euromonitor, CIA World Factbook Note: Real GDP per capita growth E. Beer market data based on 2011F as per Plato 1 US$ value in 2011

40 Beer market GDP Population Direct access to high growth markets Indonesia 242 Population (m) 52% younger than 30 years 44% % urban population 1.7 US$ GDP per capita ( 000) 1 5% Real GDP per capita growth GDP composition: Industry 47%, Services 38%, Agriculture 15% #1 position/69% market share 2 beer market size (mhl) 2% 11-20E beer market growth 1 litres per capita Traditional On-Premise: 40 Source: Plato (May 2012), Global Insight, Euromonitor, CIA World Factbook Note: Real GDP per capita growth E. Beer market data based on 2011F as per Plato 1 US$ value in 2011

41 Beer market GDP Population Direct access to high growth markets Papua New Guinea 7 Population (m) 66% younger than 30 years 13% % urban population 1.0 US$ GDP per capita ( 000) 1 4% Real GDP per capita growth GDP composition: Industry 38%, Sevices 32%, Agriculture 30% #1 position 1 beer market size (mhl) 6% 11-20E beer market growth 12 litres per capita Traditional On-Premise: 41 Source: Plato (May 2012), Global Insight, Euromonitor, CIA World Factbook Note: Real GDP per capita growth E. Beer market data based on 2011F as per Plato 1 US$ value in 2011

42 Beer market GDP Population Direct access to high growth markets China 1,347 Population (m) 37% younger than 30 years 47% % urban population 3.1 US$ GDP per capita ( 000) 1 7% Real GDP per capita growth GDP composition: Industry 47%, Services 43%, Agriculture 10% #2 position in premium category 7 IPS beer market size (mhl) 12% 10-20E IPS beer market growth 36 litres per capita Traditional On-Premise: 42 Source: Plato (May 2012), Global Insight, Euromonitor, CIA World Factbook Note: Real GDP per capita growth E. Beer market data based on 2011F as per Plato 1 US$ value in 2011

43 Beer market GDP Population Direct access to high growth markets Singapore 5 Population (m) 38% younger than 30 years 100% % urban population 34.7 US$ GDP per capita ( 000) 1 3% Real GDP per capita growth GDP composition: Industry 27%, Services 73% #1 position/64% market share 1 beer market size (mhl) 2% 11-20E beer market growth 29 litres per capita Traditional On-Premise: 43 Source: Plato (May 2012), Global Insight, Euromonitor, CIA World Factbook Note: Real GDP per capita growth E. Beer market data based on 2011F as per Plato 1 US$ value in 2011