Heineken N.V. — M&A Activity 2013

Jan 17, 2013

MANDATORY UNCONDITIONAL CASH OFFER

by

Credit Suisse (Singapore) Limited (Company Registration Number 197702363D) (Incorporated in the Republic of Singapore)

Citigroup Global Markets Singapore Pte. Ltd. (Company Registration Number 199002673E) (Incorporated in the Republic of Singapore)

for and on behalf of

Heineken International B.V.

(Company Registration Number 33103545) (Incorporated in the Netherlands)

to acquire all the issued ordinary shares in the capital of

Asia Pacific Breweries Limited (Company Registration Number 19310007K) (Incorporated in the Republic of Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror (as defined below) and its related corporations

REVISED CLOSING DATE AND SHUT OFF NOTICE COMPULSORY ACQUISITION OF REMAINING OFFER SHARES DESPATCH OF COMPULSORY ACQUISITION NOTICE

1. INTRODUCTION

Credit Suisse (Singapore) Limited and Citigroup Global Markets Singapore Pte. Ltd. (collectively, the "Financial Advisers"), refer to the offer document dated 4 December 2012 (the "Offer Document") issued by the Financial Advisers, for and on behalf of Heineken International B.V. (the "Offeror"), in relation to the mandatory unconditional cash offer (the "Offer") for all the issued ordinary shares (the "APB Shares") in the capital of Asia Pacific Breweries Limited (the "Company" or "APB") other than those already owned, controlled or agreed to be acquired by the Offeror and its related corporations as at the date of the Offer (the "Offer Shares"). Capitalised terms not otherwise defined in this Announcement have the meanings ascribed to them in the Offer Document.

2. REVISED CLOSING DATE AND SHUT OFF NOTICE

The Financial Advisers wish to announce, for and on behalf of the Offeror, that the closing date of the Offer will be extended to 5.30 p.m. (Singapore time) on Thursday, 31 January 2013 (the "Revised Closing Date"). Shareholders who wish to accept the Offer but have not done so may continue to do so by following the procedures for acceptance of the Offer as set out in the Offer Document. The Offeror will not extend the Offer beyond 5.30 p.m. (Singapore time) on the Revised Closing Date.

3. COMPULSORY ACQUISITION OF REMAINING OFFER SHARES

As stated in the Offer Document, pursuant to Section 215(1) of the Companies Act, in the event that the Offeror acquires not less than 90 per cent. of the Offer Shares (other than those already owned, controlled or agreed to be acquired by the Offeror and its related corporations as at the date of the Offer ), the Offeror would be entitled to exercise the right to compulsorily acquire all the APB Shares of Shareholders who have not accepted the Offer.

As of 5:30 pm on 15 January 2013 the Offeror and its related corporations had acquired 10,983,571 Offer Shares, which represent more than 90 per cent. of the Offer Shares. Accordingly, the Offeror is entitled, and intends, to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act, at a cash consideration of S\$52.15 for each APB Share and proceed to delist APB from the Singapore Exchange Securities Trading Limited.

On 17 January 2013, Shareholders approved a dividend of S\$0.85 for each APB Share ("APB Dividend"). Accordingly, as stated in the Offer Document and explained further in an announcement made on 8 January 2013 by the Financial Advisers for and on behalf of the Offeror, the Offer Price of S\$53.00 for each APB Share acquired by the Offeror after 24 January 2013 at 5.00 pm, will be reduced by S\$0.85. Consequently, the price Shareholders will receive from the Offeror for each APB Share on the Transfer Date (as defined below) is S\$52.15.

4. DESPATCH OF COMPULSORY ACQUISITION NOTICE

The Offeror is entitled and intends to compulsorily acquire the remaining APB Shares of Shareholders who have not accepted the Offer ("Dissenting Shareholders") pursuant to Section 215(1) of the Companies Act, at the consideration of S\$52.15 for each APB Share.

Accordingly, the Financial Advisers have today, for and on behalf of the Offeror, despatched to the Dissenting Shareholders the following documents:

• (a) a letter (the "Letter") with regard to the Offeror's exercise of its right of compulsory acquisition under Section 215(1) of the Companies Act and the right of such Shareholders under Section 215(3) of the Companies Act to require the Offeror to acquire their APB Shares; and
• (b) the formal notice as prescribed under the Companies Act in relation to Section 215(1) of the Companies Act, namely, Form 57 ("Form 57").

The Offeror intends to exercise its right to acquire all the APB Shares held by the Dissenting Shareholders on Monday, 18 February 2013 (the "Transfer Date"), being the day immediately following the expiration of one month from the date of Form 57, subject to and on the terms set out in the enclosed Form 57.

In addition, Shareholders who have not accepted the Offer have the right under and subject to Section 215(3) of the Companies Act to require the Offeror to acquire their APB Shares ("Non-Assenting Shareholders"). A notice to Non-Assenting Shareholders in the form prescribed under the Companies Act, in relation to Section 215(3) of the Companies Act namely, Form 58 ("Form 58") was sent to the Shareholders who had not validly accepted the Offer on 13 December 2012. Non-Assenting Shareholders may, within three months from the date of Form 58, require the Offeror to acquire their APB Shares and the Offeror shall be entitled and bound to acquire their APB Shares on the terms set out in Form 58.

As the Offeror will be proceeding to compulsorily acquire all the remaining APB Shares on the terms set out in Form 57, Non-Assenting Shareholders need not take any action in relation to Form 58. Nevertheless, Non-Assenting Shareholders who wish to exercise such right are advised to seek their own independent advice.

A copy of each of the Letter and Form 57 are enclosed with this Announcement.

5. RESPONSIBILITY STATEMENT

The directors of each of the Offeror and HEINEKEN (including those who may have delegated supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement the omission of which would make any statement in this Announcement misleading.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company, the sole responsibility of the directors of each of the Offeror and HEINEKEN 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 Announcement.

The directors of each of the Offeror and HEINEKEN jointly and severally accept responsibility accordingly.

Issued by Credit Suisse (Singapore) Limited and Citigroup Global Markets Singapore Pte. Ltd.

For and on behalf of Heineken International B.V.

17 January 2013

Any inquiries relating to this Announcement or the Offer should be directed to the following:

Credit Suisse (Singapore) Limited	Citigroup Global Markets Singapore Pte. Ltd.

Pankaj Goel Managing Director Tel. No.: 6212 2000

Matthew Nimtz Director, Mergers & Acquisitions Tel. No.: 6657 5305

Forward-Looking Statements

All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Offeror'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. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Offeror does not undertake any obligation to update publicly or revise any forward-looking statements.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.