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HEINEKEN • • • • MEDIA RELEASE HEINEKEN intends to acquire control of Distell and Namibia Breweries to create a regional beverage champion for Southern Africa HEINEKEN intends to acquire control of Distell and NBL , which will be combined with HEINEKEN South Africa into a new HEINEKEN majority owned business with a total valuation of approximately € 4 billion Distell is Africa's leading producer and marketer of ciders , flavoured alcoholic beverages , wines and spirits , and NBL is the beer market leader in Namibia Better able to serve consumers and customers with a unique multi - category portfolio , led by iconic brands HeinekenⓇ , Savanna , Windhoek , 4th Street wine and Amarula Combination will have a significantly strengthened and complementary route to market in South Africa and Namibia with further growth opportunities across Southern Africa EPS accretion expected within one year and operating profit margin accretion over the medium term on realisation of significant synergies - Amsterdam , 15 November 2021 HEINEKEN N.V. ( ' HEINEKEN ' ) ( EURONEXT : HEIA ; OTCQX : HEINY ) today announced that it has entered into an implementation agreement with Distell Group Holdings Limited ( ' Distell ' ) , Namibia Breweries Limited ( ' NBL ' ) and Ohlthaver & List Group of Companies ( ' O & L ' ) to integrate their respective and relevant businesses in Southern Africa into one enlarged company ( " the Transaction " ) . The Transaction will be implemented through a number of simultaneous and inter - conditional steps , and will involve : • A recommended offer by HEINEKEN for Distell , which values the businesses¹ to be acquired at approximately € 2.2 billion and is subject to , inter alia , Distell shareholder approval ; • • The proposed acquisition from NBL of its 25 % shareholding in HEINEKEN South Africa ( ' HSA ' ) , which values the whole of HSA at approximately € 1.5 billion , and is subject to , inter alia , NBL shareholder approval ; and The acquisition of O & L's 50.01 % interest in NBL Investment Holdings ( Proprietary ) Limited ( ' NBLIH ' ) , the controlling shareholder with a 59.4 % shareholding in NBL . HEINEKEN already owns a 49.99 % interest in NBLIH . NBL's current market valuation is approximately € 400 million . At completion , HEINEKEN will contribute these acquired assets plus its 75 % directly owned shareholding in HSA and certain other fully owned export operations in Africa , into an unlisted public holding company ( referred to as Newco ) . HEINEKEN will own a minimum of 65 % of Newco , with the remainder held by Distell shareholders who elect to reinvest . HEINEKEN'S CEO and Chairman of the Executive Board Dolf van den Brink said : " We are very excited to bring together three strong businesses to create a regional beverage champion , perfectly positioned to capture significant growth opportunities in Southern Africa . Distell is a highly regarded , resilient business with leading brands , a talented workforce and a strong track record of innovation and growth in Africa . With NBL , there are exciting opportunities to expand premium beer and cider in Namibia and grow the iconic Windhoek brand beyond its home market . Together we will be able to better serve our consumers and customers through a unique combination of multi - category leading brands and a strengthened route - to - market . The businesses share common 1 Representing the In - Scope Assets only as outlined in the Distell Firm Intention Announcement P.O. Box 28 1000 AA Amsterdam - The Netherlands Office address - Tweede Weteringplantsoen 21 - 1017 ZD Amsterdam Heineken N.V. - Registered Office at Amsterdam - Trade Register Amsterdam No. 33011433 Page 1 of 6