<strong>HEINEKEN Acquires Control of Distell and Namibia Breweries, Creating Regional African Beverage Champion</strong>

HEINEKEN N.V. has received regulatory approval from the South African Competition Tribunal to acquire control of Distell Group Holdings Limited, paving the way for the creation of a regional African beverage champion. The decision marks the final regulatory approval following those received from the Namibia Competition Commission, the Common Market of Eastern & Southern Africa, and all other relevant jurisdictions. The deal will see Distell and Namibia Breweries Limited combined with HEINEKEN South Africa into a new HEINEKEN majority-owned business (Newco).

HEINEKEN’s CEO and Chairman of the Executive Board, Dolf van den Brink, expressed delight in the decision and added that the combination of the three businesses would create a regional beverage champion with a unique multi-category offer to better serve consumers, customers, and create shared societal value across Southern Africa. The company is committed to being a strong partner for growth and making a positive impact in the communities in which it operates, as evidenced by its proactive and comprehensive public interest package.

The approval also gives the green light to an ambitious package of public interest commitments, including ongoing business investment, broad-based black economic empowerment, job creation, localisation and supplier development, talent development and contribution to the economic development of the region.

HEINEKEN’s total investment in Newco will be approximately €2.4 billion, in return for a 65% shareholding. This comprises a cash pay-out of approximately €1.2 billion to be funded from bonds, existing cash resources, and committed credit facilities, as well as the contribution of its currently owned assets, including 75% of HSA, 100% of its export businesses in certain other African markets, and its minority interest in NBL.

The Transaction is expected to be EPS (beia) accretive this year by a low-single-digit and, on realization of significant revenue and cost synergies, margin accretive over the medium term. Upon completion, HEINEKEN’s pro-forma net debt to EBITDA (beia) ratio is expected to increase marginally.

The deal is expected to be implemented from April, and a Transaction Update Announcement (TUA) was published earlier today outlining the remaining scheme details and Distell shareholder election process, including the remaining salient dates and times relating to the Transaction.

Distell is Africa’s leading producer of spirits, wines, ciders, and ready-to-drinks (RTDs), as well as the world’s second-biggest producer of ciders. Some of the company’s top brands include Amarula, Hunter’s, Savanna, 4th Street, Klipdrift, Nederburg, Richelieu, Viceroy, and J.C. Le Roux. Distell employs 4500 people worldwide.

HEINEKEN is the world’s most international brewer and the leading developer and marketer of premium and non-alcoholic beer and cider brands. The company has a portfolio of more than 300 international, regional, local, and specialty beers and ciders. With over 85,000 employees, HEINEKEN brews the joy of true togetherness to inspire a better world. The company is committed to innovation, long-term brand investment, disciplined sales execution, and focused cost management. Through “Brew a Better World,” sustainability is embedded in the business. HEINEKEN has a well-balanced geographic footprint with leadership positions in both developed and developing markets. The company operates breweries, malteries, cider plants, and other production facilities in more than 70 countries.

In conclusion, the acquisition of Distell by HEINEKEN is a significant development in the African beverage industry, creating a regional beverage champion with a unique multi-category offer to better serve consumers, customers, and create shared societal value across Southern Africa.