INDIRECT ACQUISITION OF 80% SHAREHOLDING INTEREST OF DISTELL WINES & SPIRITS NIGERIA LIMITED BY SUNSIDE ACQUISITIONS HOLDINGS PROPRIETARY LIMITED

The proposed transaction is a single, inter-conditional and multi-step transaction, involving the acquisition by Heineken International B.V. (Heineken), of a further interest in Namibia Breweries Limited (NBL) and the combination (within a newly created entity, "Newco") of Heinekens current South African business, along with its increased interest in NBL, and the flavoured alcoholic beverages (FABs), wine and spirits businesses of Distell Group Holdings Limited (Distell) (the Transaction).

Parties to the Transaction

The primary acquiring firm is Sunside Acquisitions Limited hereinafter referred to as NewCo. On completion of the proposed transaction, approximately >65% of Newco's shares will be held by Sunside Acquisition Holdings Proprietary Limited (Finco), and Newco will therefore be controlled by Finco. Finco is in turn a wholly-owned subsidiary of Heineken. We refer to Heineken and all the firms directly or indirectly controlled by it as the "Heineken Group".

The proposed transaction involves the acquisition of control by Newco of two primary target firms:

the first primary target firm is NBL Investment Holdings Limited,

the second primary target firm is Distell Group Holdings Limited - hereinafter referred to as the "Distell". For purposes of the Scheme transaction, Newco will acquire the FABs, wine and spirits businesses of Distell ("In-Scope Assets"). It is the acquisition of the second primary target firm that is relevant to this filing.