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Interbrew Plc INTERBREW PLC 23.04.2020 LEFKOSIA, CYPRUS ANNOUNCEMENT Re: Interbrew Plc - Approval and publication of the Annual Financial Report for the financial year ended 31 December 2019 The Board of Directors of Interbrew Plc (the “Company”) has today approved the Annual Financial Report of the Company for the financial year that ended on 31 December 2019, which was prepared in accordance with the applicable provisions of the Transparency Requirements (Securities Admitted to Trading on a Regulated Market) Laws of 2007 as amended, of the Republic of Cyprus. The Annual Financial Report includes the final, audited financial statements of the Group (consolidated) and of the Company (separate) for 2019, the Management Report and the Independent Auditors’ Report. The Annual Financial Report is hereby attached. Further, it will be uploaded on the Company’s website (www.interbrewplc.com) from where it may be accessed and printed, and will be published and made available according to the applicable Transparency legislation and stock exchange rules. The Board of Directors further decided that the Annual General Meeting of the Shareholders of the Company will take place at 11:00 am local time, on the 22 June, 2020, at the registered office of the Company at 1 Lampousas street, 1095, Nicosia, Cyprus. The shareholders will be notified pursuant to the applicable company legislation provisions. Interbrew Plc contact: Denis Khrenov – Chief Executive Officer Tel : +380 44 201 4087 Email: [email protected] NAP Regulatory Compliance Services Ltd Regulatory Compliance Officer for the Company Tel: +357 22 554 343 Fax: +357 22 554 455 Email: [email protected] CC: Cyprus Securities and Exchange Commission Interbrew Plc Annual Report and Consolidated Financial Statements for the year ended 31 December 2019 INTERBREW PLC TABLE OF CONTENTS Page BOARD OF DIRECTORS AND OTHER OFFICERS 2 STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE OFFICERS OF THE GROUP FOR THE PREPARATION OF THE NON-AUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3 CONSOLIDATED MANAGEMENT REPORT 4-13 INDEPENDENT AUDITORS’ REPORT 14-20 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019: Consolidated statement of profit or loss and other comprehensive income 21 Consolidated statement of financial position 22 Consolidated statement of changes in equity 23 Consolidated statement of cash flows 24 Notes to the consolidated financial statements 25 1. BACKGROUND 25 2. BASIS OF PREPARATION 26 3. APPLICATION OF NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS OF EXISTING STANDARDS 27 4. SIGNIFICANT ACCOUNTING POLICIES 28 5. DISCONTINUED OPERATIONS 41 6. OPERATING SEGMENTS 42 7. GENERAL AND ADMINISTRATIVE EXPENSES 42 8. OTHER OPERATING INCOME 43 9. FINANCE INCOME AND FINANCE COSTS 43 10. INCOME TAX EXPENSE 43 11. PROPERTY, PLANT AND EQUIPMENT 43 12. INTANGIBLE ASSETS 44 13. INVENTORIES 45 14. OTHER RECEIVABLES 45 15. CASH AND CASH EQUIVALENTS 46 16. CAPITAL AND RESERVES 46 17. LOSS PER SHARE 48 18. LOANS AND BORROWINGS 49 19. TRADE AND OTHER PAYABLES 49 20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 49 21. RELATED PARTY TRANSACTIONS 55 22. CONTINGENCIES 56 23. DISPOSAL OF SUBSIDIARIES 56 24. EVENTS AFTER THE REPORTING DATE 58 INTERBREW PLC BOARD OF DIRECTORS AND OTHER OFFICERS Board of Directors Denis Khrenov – Chairman of the Board, Director and Chief Executive Officer (“CEO”) Alexander Balakhnov - Director and Chief Legal Officer and member of Nominations and Remuneration Committee (“CLO”) Dmytro Shpakov - Director Inter Jura CY (Directors) Limited – Director and member of Nominations and Remuneration Committee Inter Jura CY (Management) Limited – Director Costas Melanides – Independent, non-executive Director and member of the Audit Committee Marios Chrysanthou – Independent, non-executive Director and Chairman of the Audit Committee Yuliia Ponomarenko - Director and Chief Financial Officer (“CFO”) (Appointed on 28 February 2019) Yevhenii Vizhul – Director and Chief Financial Officer (“CFO”) (Resigned on 28 February 2019) Olga Romanova – Director (appointed 12 December 2019) Company Secretary Inter Jura CY (Services) Limited 1 Lampousa Street CY-1095 Nicosia Cyprus Registered office 1 Lampousa Street CY-1095 Nicosia Cyprus Registration number: ΗΕ277915 2 INTERBREW PLC CONSOLIDATED MANAGEMENT REPORT 1. The Board of Directors presents its consolidated management report together with the audited consolidated financial statements of Interbrew Plc (the “Company”) and its subsidiaries (collectively the “Group”) for the year ended 31 December 2019. During 2019, the Company changed its name from “Sun Interbrew Plc” to “Interbrew Plc”. Principal activities and departure from the going concern basis 2. On 23 March 2018, the Group disposed its ownership interests in its significant subsidiaries in Russia and Ukraine to a related party. Following this date, the Group engaged only to investment holding activities. The Consolidated Financial Statements were prepared on a non-going concern basis since management considers the option and feasibility to cease activities. For more information refer to Note 2. During the year, the following changes to the group structure took place: On 14 January of 2019, the Group liquidated SUN INTERBREW FINANCE LLC. Following the disposal transaction and dividend distribution from subsidiary with direct shareholding in the Russian Subsidiary, the management initiated the process for the liquidation of its remaining subsidiary companies. Review of developments, position and performance of the Group's business 3. The loss of the Group for the year ended 31 December 2019 was EUR 3,086 thousand (2018: EUR 519,590 thousand profit). The significant differentiation in the year-to-year results was caused by the disposal of the Group’s significant subsidiaries on 23 March 2018 which resulted to a gain on disposal of EUR 564,487 thousand (Note 23) and hence, during 2019, the Group did not have any income but rather administrative expenses and financial costs. Other Comprehensive Income for the year ended 31 December 2019 was EUR Nil (2018: EUR 267,400 thousand). The overall positive impact on 2018 resulted from the disposal of the significant subsidiaries of the Group where the accumulated loss previously recognised in the consolidated financial statements was recycled back in other comprehensive income for the year ended December 2018. In 2018 this effect was recycled from Other Comprehensive Income and the Group recognises all its gains and losses in the Income Statement after relinquishing control over its previous subsidiaries in 2018. On 31 December 2019 the total assets of the Group were EUR 855,445 thousand (2018: EUR 856,261 thousand) and the net assets were EUR 792,208 thousand (2018: EUR 795,443 thousand). The Group did not carry out any research and development activities during 2019. Principal Risks and Uncertainties 4. The principal risks and uncertainties faced by the Group were associated with the respective businesses principally involved in the manufacturing, distribution, marketing and sale of Beer in Russia and Ukraine up until March 2018 when the Group’s operating subsidiaries were disposed. The risks and uncertainties faced by the Group following the disposal of its operating subsidiaries are disclosed in Notes 2, 20 and 22. Coronavirus: The Group, pursuant to a relevant Circular of its regulatory authority Cyprus Securities & Exchange Commission asking from issuers to assess the potential financial impact that a possible spread of Coronavirus may have on their business/operations and make a relevant announcement, released an announcement in March 2020, informing the investing public the following: 4 INTERBREW PLC CONSOLIDATED MANAGEMENT REPORT (CONTINUED) “In March 2018, the Group disposed its ownership interests in its significant, operating subsidiaries in Russia and Ukraine. Following this, and up-to-date, the Company Group engaged only in investment holding activities. The Company does not foresee any material financial impact to its business from a possible spread of Coronavirus.” On the date of the approval of the Annual Financial Report 2019, this position remains the same. Use of financial instruments by the Group 5. The Group is exposed to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The detailed analysis of the Group’s exposure to financial risks as at the reporting date are disclosed in Note 20 of the consolidated financial statements. Future developments of the Group 6. The management of the Group currently considers the option and feasibility to cease the activities of the Group and distribute the cash held by the Group to its shareholders (possibly through a liquidation of the Company and its subsidiaries) and to seek a delisting of the shares/GDRs of the Group from the Luxembourg Stock Exchange. Results 7. The Group's results for the year are set out on page 21 of the consolidated financial statements. Dividends The Board of Directors has not made decision for the payment of dividend. The Board of Directors may at a later stage consider the payment of interim dividends out of retained earnings, in accordance with the relevant provisions of the Companies Laws and the Articles of Association of the Company. Share capital 8. The authorised share capital which amounts to GBP 1,552,786 is divided into 125,278,614 class A shares of GBP 0.01 each and 30,000,000 class B shares of GBP 0.01 each. 9. The current number of
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