Heineken N.V. — M&A Activity 2013

Jan 8, 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

• EXTENSION OF CLOSING DATE
• DELISTING OF APB
• OFFER PRICE OF S\$53.00 TO BE REDUCED BY DIVIDEND PAYMENT

1. INTRODUCTION

• 1.1. 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").
• 1.2. As of 5.30 pm on 7 January 2013, the total number of (a) APB Shares owned by the Offeror and (b) valid acceptances of the Offer, amount to an aggregate of 256,532,896 APB Shares, representing approximately 99.34% of the total issued share capital of the Company1 .

¹ This includes the Offeror's deemed interest in 167,333,732 APB Shares held by Asia Pacific Investment Pte Ltd and interests held by the Offeror's related corporations.

2. EXTENSION OF CLOSING DATE

The Financial Advisers wish to announce, for and on behalf of the Offeror, that the closing date of the Offer shall be extended from 5.30 p.m. (Singapore time) on Tuesday, 8 January 2013 to 5.30 p.m. (Singapore time) on Friday, 18 January 2013, or such later date(s) as may be announced from time to time by or on behalf of the Offeror (the "Extended Closing Date").

3. DELISTING OF APB

Company Announcement on Listing Status

• 3.1. On 8 December 2012, the Company announced that SGX-ST confirmed that it has no objections to the delisting of the Company on the earlier of:
• (i) the completion of the exercise by the Offeror of its rights pursuant to section 215(1) of the Companies Act if the Offeror becomes entitled to do so; and
• (ii) the completion of the process under section 215(3) of the Companies Act.

Rights under Section 215(1)

• 3.2. As stated in paragraph 8.4 of the Offer Document, the Offeror intends to exercise its right of compulsory acquisition under section 215(1) of the Companies Act, if it becomes entitled to do so.
• 3.3. For the Offeror to be able to commence the compulsory acquisition set out in section 215(1) of the Companies Act, it or its related corporations need to acquire an additional 487,357 APB Shares pursuant to the Offer, representing approximately 0.19% of the total issued share capital of the Company.

Section 215(3) Process

• 3.4. The process set out in section 215(3) of the Companies Act was commenced by the Offeror on 13 December 2012 with the despatch of the Notice to Non-Assenting Shareholders ("Form 58").
• 3.5. Consequently, APB shareholders ("Shareholders") have the right to require the Offeror to acquire their Offer Shares at the Offer Price by 13 March 2013, in the manner set out in Form 58.

Delisting

• 3.6. Accordingly, the Company will be delisted on the earlier of:
• (i) completion of the compulsory acquisition under section 215(1) of the Companies Act, if applicable; and
• (ii) on or around 14 March 2013, being the date after completion of the process set out in section 215(3) of the Companies Act.

4. OFFER PRICE OF S\$53.00 TO BE REDUCED BY DIVIDEND PAYMENT

Proposed Dividend of S\$0.85

4.1. On 15 November 2012, the Company announced a proposed dividend payment of S\$0.85 for each APB Share (the "APB Dividend"), subject to Shareholders' approval at the annual general meeting of the Company to be held on 17 January 2013.

4.2. The Company also announced that the record date and time for the determination of entitlements for the payment of the APB Dividend is 24 January 2013 at 5.00 pm (the "Books Closure Date").

Adjustment of Offer Price

• 4.3. If the APB Dividend is approved by Shareholders, the APB Dividend will be deducted from the Offer Price in respect of each Offer Share tendered pursuant to the Offer on or after the Books Closure Date.
• 4.4. This is in line with paragraph 2.5 of the Offer Document, which provides the following:

"… the Offer Price has been determined on the basis that the Offer Shares will be acquired with the right to receive any dividend, other distribution or return of capital that may be declared, made or paid by the Company on the Offer Shares on or after the Pre-Conditional Offer Announcement Date (the "APB Distribution"). In the event that any APB Distribution has been paid by the Company to a Shareholder who accepts the Offer, the Offer Price payable to such accepting Shareholder shall be reduced by an amount which is equal to the amount of such APB Distribution declared, made or paid by the Company to such accepting Shareholder on or after the Pre-Conditional Offer Announcement Date…"

4.5. This adjustment is also applicable to Offer Shares that may be acquired by the Offeror (a) in the event that Shareholders elect to exercise their rights under section 215(3) of the Companies Act instead of tendering their Offer Shares and (b) in exercise of its right of compulsory acquisition under section 215(1) of the Companies Act, should the Offeror become entitled to exercise such compulsory acquisition right.

5. PROCEDURES FOR ACCEPTANCE OF THE OFFER

Shareholders who wish to accept the Offer but have not done so should complete, sign and forward their Form of Acceptance and Authorisation ("FAA") and/or Form of Acceptance and Transfer ("FAT"), as the case may be, and all other relevant documents as soon as possible so as to reach the Offeror no later than 5.30 p.m. (Singapore time) on the Extended Closing Date.

Full details of the procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document, and in the accompanying FAAs and/or FATs, as the case may be.

Shareholders who have not received or who have misplaced the Offer Document and/or the relevant acceptance form(s) should contact The Central Depository (Pte) Limited ("CDP") (for Shareholders whose Securities Accounts are and/or will be credited with Shares ("Depositors")) or Tricor Barbinder Share Registration Services (for Shareholders whose names appear in the register of members of the Company ("Scrip Shareholders")), as the case may be, immediately at the following respective addresses:

For Depositors: For Scrip Shareholders:

The Central Depository (Pte) Limited	Tricor Barbinder Share Registration Services
4 Shenton Way	80 Robinson Road
#02-01 SGX Centre 2	#02-00
Singapore 068898	Singapore 068807
Tel: +65 6535 7511	Tel: +65 6236 3333

Copies of the FAA may be obtained by Depositors from CDP during normal business hours and up to the Extended Closing Date, upon production of satisfactory evidence that their Securities Accounts with CDP are or will be credited with Offer Shares. Alternatively, Depositors may download and fill out the blank FAA attached to this announcement as Appendix 1.

Copies of the FAT may be obtained by Scrip Shareholders from Tricor Barbinder Share Registration Services during normal business hours and up to the Extended Closing Date, upon production of satisfactory evidence of title to the Offer Shares. Alternatively, Scrip Shareholders may download and fill out the blank FAT attached to this announcement as Appendix 2.

6. 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.

8 January 2013

Any inquiries relating to this Announcement or the Offer (if and when made) 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.