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Beer Company FY09 FY08 an Alternative Proposal Is Unlikely to Emerge Prior to the Transactions a Multiple B Multiple C Scheme Meeting

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Beer Company FY09 FY08 an Alternative Proposal Is Unlikely to Emerge Prior to the Transactions a Multiple B Multiple C Scheme Meeting Lion Nathan Limited Lion Scheme Booklet The Independent Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal. www.lion-nathan.com THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. FINANCIAL ADVISER LEGAL ADVISER YOU SHOULD READ IT IN ITS ENTIRETY PRIOR TO DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME. IF YOU ARE IN DOUBT AS TO WHAT YOU SHOULD DO, YOU SHOULD CONSULT YOUR LEGAL, INVESTMENT OR OTHER PROFESSIONAL ADVISER. LION NATHAN LIMITED ACN 093 160 448 LION NATHAN SCHEME BOOKLET 2009 Important notIces Purpose Of Scheme Booklet advisers do not assume any responsibility for the accuracy or This Scheme Booklet includes the explanatory statement required to be sent to completeness of the Independent Expert’s Report. Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme. ASIC, ASX and NZX The purpose of this Scheme Booklet is to explain the terms of the Scheme ASIC has reviewed a copy of this Scheme Booklet. Lion Nathan has asked and the manner in which the Scheme will be considered and implemented ASIC to provide a statement, in accordance with section 411(17)(b) of the (if approved by a Requisite Majority of Non-Kirin Shareholders and by the Corporations Act, that ASIC has no objection to the Scheme. ASIC’s policy Court) and to provide information as is prescribed or otherwise material to in relation to statements under section 411(17)(b) of the Corporations Act is the decision of Non-Kirin Shareholders whether or not to vote in favour of that it will not provide such a statement until the Second Court Date. This is the Scheme. because ASIC will not be in a position to advise the Court until it has had an Read Entire Scheme Booklet opportunity to observe the entire Scheme process. If ASIC provides that Shareholders are encouraged to read this Scheme Booklet in its entirety statement, then it will be produced to the Court on the Second Court Date. before making a decision on whether or not to vote in favour of the Scheme. A copy of this Scheme Booklet has been lodged with ASX and NZX. Glossary And Defined Terms Neither ASIC, ASX, NZX nor any of their respective officers take any A number of terms used in this Scheme Booklet have special meanings. responsibility for the contents of this Scheme Booklet. These are listed in the Glossary at the back of this Scheme Booklet. Each Court of the documents reproduced in some of the Annexures to this Scheme The Court is not responsible for the contents of this Scheme Booklet and, Booklet has its own defined terms, which are sometimes different from in ordering that the Scheme Meeting be held, the Court does not in any way those in the Glossary. indicate that the Court has approved or will approve the terms of the Scheme. Unless otherwise stated, all data contained in charts, graphs and tables is An order of the Court under section 411(1) of the Corporations Act is not an based on information available at the date of this document. All numbers endorsement of, or any other expression of opinion on, the Scheme. are rounded unless otherwise indicated. Shareholders Outside Australia The financial amounts in this Scheme Booklet are expressed in Australian This Scheme Booklet is subject to Australian disclosure requirements. currency unless otherwise stated. A reference to $, A$, AUD and cents is Financial information in this Scheme Booklet has been prepared in to Australian currency, unless otherwise stated. accordance with AIFRS and is presented in an abbreviated form and does All times referred to in this Scheme Booklet are references to time in not contain all the disclosures that are usually provided in an annual report Sydney, Australia, unless otherwise stated. prepared in accordance with the Corporations Act. Investment Decisions Australian disclosure requirements and AIFRS may be different from those This Scheme Booklet is intended for Non-Kirin Shareholders collectively applicable in other jurisdictions. and does not take into account the investment objectives, financial situation Tax Implications Of The Scheme and particular needs of each security holder or any other particular person. Section 5 of this Scheme Booklet provides a general outline of the Australian This Scheme Booklet should not be relied upon as the sole basis for any and New Zealand income tax, capital gains tax, GST and stamp duty investment decision in relation to the Scheme or your Shares. Before making consequences for Non-Kirin Shareholders who receive the Special Dividend any investment decision in relation to the Scheme or your Shares, including and/or dispose of their Shares to the Australian Holding Company in accordance 2009 with the Scheme. It does not purport to be a complete analysis nor to identify all D any decision to vote in favour of or against the Scheme, you should consider, E with or without the assistance of a financial adviser, whether that decision is potential tax consequences nor is it intended to replace the need for specialist IT appropriate in the light of your particular investment needs, objectives and tax advice in respect of the particular circumstances of individual Shareholders. M financial circumstances. If you are in any doubt about what you should do, Shareholders who are subject to taxation outside Australia and you should seek independent financial and taxation advice before making any New Zealand should also consult their tax adviser as to the applicable investment decision in relation to the Scheme or your Shares. tax consequences of the Scheme in the relevant jurisdiction. Future Matters And Intentions Privacy Certain statements in this Scheme Booklet relate to the future. These Lion Nathan may collect personal information in the process of implementing the statements involve known and unknown risks, uncertainties and other Scheme. This information may include the names, contact details and security important factors that could cause the actual results, performance or holdings of Shareholders and the names of persons appointed by Shareholders LION NATHAN LION LI NATHAN achievements to be materially different from expected future results, to act as proxy, corporate representative or attorney at the Scheme Meeting. performance or achievements expressed or implied by those statements. The primary purpose of collecting this information is to assist Lion Nathan in the These statements reflect only views held at the date of this Scheme Booklet. conduct of the Scheme Meeting and to enable the Scheme to be implemented None of Lion Nathan or Kirin, any director of those companies nor any by Lion Nathan in the manner described in this Scheme Booklet. The collection other person gives any representation, assurance or guarantee that the of this personal information is required or authorised by the Corporations Act. events expressed or implied in any forward looking statements in this Personal information may be disclosed to the Share Registry, to print and Scheme Booklet will actually occur and you are cautioned not to place mail service providers, to authorised securities brokers and to Kirin. undue reliance on such future statements. Shareholders have the right to access personal information that has been Responsibility For Information collected. They should contact the Share Registry in the first instance if The information contained in this Scheme Booklet other than in Section 4 they wish to exercise this right. and the Independent Expert’s Report (Lion Nathan Information) has been prepared by Lion Nathan and the Independent Directors and is the Shareholders who appoint a named person to act as their proxy, corporate responsibility of Lion Nathan. None of Kirin, its advisers or the Kirin representative or attorney at the Scheme Meeting should ensure that they Nominee Directors assume any responsibility for the accuracy or inform that person of the matters outlined above. completeness of the Lion Nathan Information. Information Line The information contained in Section 4 of this Scheme Booklet (Kirin If you have any questions about your Shares or any other matter in this Information) has been provided by Kirin and is the responsibility of Kirin. Scheme Booklet, please call the Lion Nathan Information Line on 1800 211 826 None of Lion Nathan, its advisers or the Independent Directors assume any (within Australia), 0800 630 109 (within New Zealand) or +61 2 8986 9354 responsibility for the accuracy or completeness of the Kirin Information (outside Australia and New Zealand) between 9.00am and 5.00pm (Sydney except to the extent that Lion Nathan has provided Kirin with information time) Monday to Friday. for the purpose of Kirin preparing information on the merged entity Lion Nathan And Kirin Websites following implementation of the Scheme. The content of Lion Nathan’s and Kirin’s respective websites do not form part of this Scheme Booklet and Shareholders should not rely on any such content. Lonergan Edwards & Associates Limited has prepared an Independent : LIO223 08/09 Expert’s Report set out in Annexure D and takes responsibility for that Date Of Scheme Booklet report. Lion Nathan, Kirin and their respective directors, officers and This Scheme Booklet is dated 6 August 2009. auckland y/ contents DNE y S . Important Notices IFC 1 Matters relevant to your vote Annexure B - Scheme of on the Scheme 9 Arrangement 51 Chairman’s letter 1 creative Important Dates 2 2 Details of the Scheme 12 Annexure C - Deed Poll 57 Scheme Highlights 3 3 Information on Lion Nathan 15 Annexure
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