J3,000,000,000 Euro Medium Term Note Programme

BASE PROSPECTUS

(incorporated with limited liability in the Netherlands)

Under this F3,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), Heineken N.V. (the ‘‘Issuer’’ or ‘‘Heineken’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as deﬁned below). As at the date hereof, all Notes will be issued as unsubordinated obligations of the Issuer, as described in ‘‘Terms and Conditions of the Notes – Condition 2 ’’. However, the Issuer may subsequently decide to issue Notes on a subordinated basis in which case the provisions relating to such Notes will be set out in a supplement to this Base Prospectus as completed by the relevant Final Terms (as deﬁned herein).

This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months from the date hereof. Applications have been made for such Notes to be admitted during the period of twelve months from the date hereof to listing on the Ofﬁcial List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange.

The Programme also permits Notes to be issued that will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that may be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s).

The Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the ‘‘Securities Act’’) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued in bearer form and are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United States or to, or for the account or beneﬁt of, U.S. persons (as deﬁned in Regulation S under the Securities Act (‘‘Regulation S’’)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulﬁl its obligations under the Notes are discussed under ‘‘Risk Factors’’ on pages 10 to 16 below.

Arranger

Credit Suisse

Dealers Banc of America Securities Limited Barclays Capital BNP PARIBAS Citi Credit Suisse Fortis Bank HSBC ING Wholesale Banking J.P. Morgan

8 September 2008 CONTENTS

Clause Page Important Notices...... 3 Summary...... 6 Risk Factors...... 10 Information Incorporated by Reference...... 17 General Description of the Programme ...... 18 Forms of the Notes ...... 19 Terms and Conditions of the Notes ...... 21 Use of Proceeds ...... 47 Forms of Final Terms ...... 48 Heineken N.V...... 70 Selected Financial Information...... 93 Taxation ...... 94 Subscription and Sale...... 98 General Information ...... 102 Index to Interim Financial Statements ...... F-1 Glossary...... 122

2 IMPORTANT NOTICES

This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Base Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This paragraph should be read in conjunction with the third paragraph on page 4 of this Base Prospectus. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under ‘‘Terms and Conditions of the Notes’’ (the ‘‘Conditions’’) as completed by a document specific to such Tranche called final terms (the ‘‘Final Terms’’). This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer in connection with the Programme or any Notes and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Trustee or any Dealer. Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to any Notes, see ‘‘Subscription and Sale’’. In particular, the Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued in bearer form and are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S and by the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’) and by U.S. Treasury regulations thereunder) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Trustee, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

3 The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will not exceed F3,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement (as defined under ‘‘Subscription and Sale’’))). The maximum aggregate nominal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by Final Terms which specifies that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or Final Terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. Any person (an ‘‘Investor’’) intending to acquire or acquiring any Notes from any person (an ‘‘Offeror’’) should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for this Base Prospectus only if the Issuer is acting in association with, or has authorised, that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with, or is authorised by, the Issuer. If the Offeror is not acting in association with, or authorised by, the Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each Member State of the European Economic Area in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should take legal advice. Subject as provided in the relevant Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the relevant Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable from the relevant Final Terms as the Financial Intermediaries, as the case may be. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such arrangements with Investors (other than the Arranger and the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at the time of such offer for the provision of such information. The Issuer has no responsibility to an Investor in respect of such information. In this Base Prospectus, unless otherwise specified, references to a ‘‘Member State’’ are references to a Member State of the European Economic Area, references to ‘‘EUR’’ or ‘‘euro’’ are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, references to ‘‘£’’ and ‘‘Pounds sterling’’ are to the lawful currency of the United Kingdom,

4 references to ‘‘U.S. dollars’’, ‘‘U.S.$’’ and ‘‘USD’’ are to the lawful currency of the United States of America and references to ‘‘CHF’’ and ‘‘Swiss Francs’’ are to the lawful currency of Switzerland. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.

5 SUMMARY

This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a whole, including any information incorporated by reference. Following the implementation of the Prospectus Directive in each Member State of the European Economic Area, no civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus, including any information incorporated by reference. Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member States, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Words and expressions defined in ‘‘Terms and Conditions of the Notes’’ below or elsewhere in this Base Prospectus have the same meanings in this summary. Issuer: Heineken N.V. Heineken is a leading international brewer, operating in approximately 170 countries. Heineken is a public company with limited liability (naamloze vennootschap), operating under the laws of the Netherlands. Heineken’s shares are listed on Euronext Amsterdam by NYSE Euronext. The company is registered at the Chamber of Commerce of Amsterdam, the Netherlands, under number 33011433 and its registered office address is Tweede Weteringplantsoen 21, 1017 ZD, Amsterdam, the Netherlands. The Company’s telephone number is: +31 20 523 92 39. The Company’s internet address is: http://www.heinekeninternational.com. With total annual sales of 147 million hectolitres (including sales of the Heineken Acquired Businesses (as defined under ‘‘Heineken N.V. – Acquisition of Scottish & Newcastle’’) of Scottish & Newcastle), Heineken is among the largest brewers in the world, producing beer in more than 70 countries through over 130 of its breweries and also through other brewers under licence. The company’s principal international brands are Heineken and Amstel. Risk Factors: Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under ‘‘Risk Factors’’ below and include the following: exposure to reputation and product integrity issues, negative perception of alcohol, decreases in beer consumption, rising input costs, economic and political instability in developing countries, further consolidation in the sector, acquisitions and business integration, discontinuity of supply, fluctuations in exchange rates, interest rate risk, access to finance, changes in tax and excise costs, increased exposure to litigation risk and risks resulting from joint ventures. In addition, there are certain risks which are material for the purpose of assessing the market risks associated with investing in any Notes. These depend on the features and structure of the relevant Series of Notes and may include illiquidity of the Notes in the secondary market, exchange rate risk, interest rate risk and the risk of loss of all or part of a Noteholder’s investment, for example, when the payment of principal or interest on the relevant Notes is determined with reference to an index, formula,

6 asset or other variable. The market value of the Notes may be affected by the creditworthiness of the Issuer and a number of additional factors. Arranger: Credit Suisse Securities (Europe) Limited. Dealers: Banc of America Securities Limited Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Fortis Bank NV/SA HSBC Bank plc ING Bank N.V. J.P. Morgan Securities Ltd. and any other Dealer appointed from time to time by the Issuer either generally in respect of the Programme or in relation to a particular Tranche of Notes. Trustee: BNP Paribas Trust Corporation UK Limited. Issuing and Principal Paying BNP Paribas Securities Services, Luxembourg Branch. Agent: Paying Agent: BNP Paribas Securities Services, London Branch. Listing and Trading: Applications have been made for Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s). Clearing Systems: Euroclear and/or Clearstream, Luxembourg and/or, in relation to any Tranche of Notes, any other clearing system as may be specified in the relevant Final Terms. Initial Programme Amount: Up to F3,000,000,000 (or its equivalent in other currencies) aggregate nominal amount of Notes outstanding at any one time. Issuance in Series: Notes will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches. The Notes of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Notes of different denominations. Forms of Notes: Notes will be issued in bearer form. Each Tranche of Notes will initially be in the form of either a Temporary Global Note or a Permanent Global Note, in each case as specified in the relevant Final Terms. Each Global Note will be deposited on or around the relevant issue date with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system. Each Temporary Global Note will be exchangeable for, as specified in the relevant Final Terms, either a Permanent Global Note or Definitive Notes. If the TEFRA D Rules are specified in the relevant Final Terms as applicable, certification as

7 to non-U.S. beneficial ownership will be a condition precedent to any exchange of an interest in a Temporary Global Note or receipt of any payment of interest in respect of a Temporary Global Note. Each Permanent Global Note will be exchangeable for Definitive Notes in accordance with its terms. Definitive Notes will, if interest-bearing, have Coupons attached and, if appropriate, a Talon for further Coupons. Currencies: Notes may be denominated in euro, U.S. dollars, Pounds sterling, Swiss Francs or Japanese Yen or in any other currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Payments in respect of Notes may, subject to such compliance, be made in and/or linked to, any currency or currencies other than the currency in which such Notes are denominated. Status of the Notes: The Notes will constitute (subject to Condition 3) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable legislation (and subject to Condition 3), at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. As at the date hereof, all Notes will be issued as unsubordinated obligations of the Issuer, as described in ‘‘Terms and Conditions of the Notes – Condition 2’’. However, the Issuer may subsequently decide to issue Notes on a subordinated basis in which case the provisions relating to such Notes will be set out in a supplement to this Base Prospectus as completed by the relevant Final Terms. Issue Price: Notes may be issued at any price and either on a fully or partly paid basis, as specified in the relevant Final Terms. The price and nominal amount of the Notes of any Tranche will be determined by the Issuer and the relevant Dealer(s) at the time of issue thereof in accordance with then prevailing market conditions. Maturities: Any maturity as may be agreed between the Issuer and the relevant Dealer, subject, in relation to specific currencies, to compliance with all applicable legal and/or regulatory and/or central bank requirements. Where Notes have a maturity of less than one year and either (a) the issue proceeds are received by the Issuer in the United Kingdom or (b) the activity of issuing the Notes is carried on from an establishment maintained by the Issuer in the United Kingdom, such Notes must: (i) have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; or (ii) be issued in other circumstances which do not constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (‘‘FSMA’’) by the Issuer. Redemption: Notes may be redeemable at par or at such other Final Redemption Amount (detailed in a formula, index or otherwise) as may be specified in the relevant Final Terms. Notes may also be redeemable in two or more instalments on such dates and in such manner as may be specified in the relevant Final Terms.

8 Optional Redemption: Notes may be redeemed before their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders to the extent (if at all) specified in the relevant Final Terms. Prior to any such early redemption, certain conditions and/or circumstances, as set out in the relevant Final Terms, may need to be satisfied. Tax Redemption: Except as described in ‘‘Optional Redemption’’ above, early redemption will only be permitted for tax reasons as described in Condition 7.2. Interest: Notes may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a fixed rate or a floating rate or other variable rate or be index-linked and the method of calculating interest may vary between the issue date and the maturity date of the relevant Series. Denominations: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be F1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Covenants: The Notes will have the benefit of a negative pledge as described in Condition 3(a) and a covenant relating to limits on subsidiary indebtedness as described in Condition 3(b). Cross-Default: The Notes will have the benefit of a cross-default as described in Condition 10.1(c). Taxation: All payments in respect of Notes will be made free and clear of withholding taxes of the Netherlands unless the withholding is required by law. In that event, the Issuer will (subject as provided in Condition 8) pay such additional amounts as will result in the Noteholders receiving such amounts as they would have received in respect of such Notes had no such withholding been required. Governing Law: English law. Selling Restrictions: For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States of America, the European Economic Area, the United Kingdom, France, the Netherlands and Japan, see ‘‘Subscription and Sale’’ below.

9 RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulﬁl its obligations under Notes issued under the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons which may not be considered signiﬁcant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

Factors that may affect the Issuer’s ability to fulﬁl its obligations under Notes issued under the Programme

Reputation and product integrity issues As both the Group (as defined under ‘‘Heineken N.V. – Group business description’’ below) and its most valuable brand carry the same name, reputation management is of utmost importance. Heineken enjoys a positive corporate reputation and its operating companies are well respected in their region. Constant management attention is directed towards enhancing Heineken’s business, social, environmental and financial reputation. The Heineken brand is key to Heineken’s growth strategy and is its most valuable asset. Anything that adversely affects consumer and stakeholder confidence in the Heineken brand or the Issuer could have a negative impact on the overall business. Amongst others, product integrity issues could damage the Issuer’s reputation and sales as well as unethical and irresponsible behaviour of the Issuer or its employees.

Negative perception of alcohol An increasingly negative perception in society towards alcohol could prompt legislators to implement restrictive measures such as limitations on advertising, distribution and sales. These restrictive measures could lead to a decrease in sales of Heineken products and damage the industry in general.

Decrease in beer consumption Heineken is exposed to the risk of a general economic downturn, which may impact the sales of Heineken. Levels of beer consumption in any country are directly related to the general income level of that country. Lower income levels resulting from a recession may negatively impact the demand for beer, which may result in lower prices and lower sales. Lower demand for beer can also result from the fact that Heineken has many operations in mature beer markets where the attractiveness of the beer category is being challenged by other beverage categories.

Rising input costs Input cost inflation and price fluctuations have accelerated in recent years. The prices of raw materials (including malted barley and hops) and packaging materials (including glass bottles, aluminium cans and kegs) have risen significantly, as has the cost of oil, affecting both transportation and energy costs. Inflation and pressure on labour costs are also expected in many markets. In addition, changes in packaging mixes has put pressure on input costs. Input costs can also be impacted by the lack of availability of raw and packaging materials. This may occur due to events that are beyond the control of Heineken such as bad weather conditions, crop failure and changes in legislation. For a number of materials, such as glass bottles and cans, there is a trend of consolidation among suppliers. As a result, Heineken obtains these materials from fewer suppliers which may expose Heineken to a risk of supply if any of these suppliers are not able to meet the Group’s requirements. Where appropriate, Heineken will pass on increased input costs to the customer, which may have a negative effect on sales volumes.

10 Economic and political instability in developing countries As Heineken has operations in developing countries, it is exposed to certain risks that can be present in such countries. These risks include potential political and economic uncertainty, crime and lack of law enforcement, corruption, political insurrection, external interference, potential exchange rate depreciation, risk of hyper inflation, nationalisation or expropriation, weak economic institutions (protection of rights of investors, entrepreneurs, property rights), insufficient expenditure on public goods such as infrastructure and changing terms of trade and government policies. These risk factors can negatively impact Heineken’s results as a result of increased costs, interrupted operations or difficulties in extracting profit from these countries. Important developing regions for Heineken are Africa and the Middle East. In these regions, volume growth is driven by economic growth in the Middle East, Nigeria and central African countries. Political and economic instability and unrest in these regions, and other regions in which the Issuer is active, could adversely affect the Issuer’s operations, earnings and cashflows.

Further consolidation in the sector Further consolidation in the sector may result in a competitive disadvantage for Heineken. When competitors in the sector become relatively larger resulting from mergers and/or acquisitions, they may be able to obtain a better negotiation position with distributors and suppliers. This can put pressure on the existing distribution channels of Heineken. Larger companies can also generate cost advantages with respect to advertising costs as economies of scale can be realised. These competitive disadvantages may lead to higher costs relative to the costs of Heineken’s competitors and thus to relatively higher prices, which may reduce demand for the Group’s products.

Acquisitions and business integration In pursuit of further expansion, Heineken seeks to strike a balance between organic and acquired growth within the limits of a conservative ﬁnancing structure. In acquisitions, speciﬁcally in emerging markets, Heineken will be faced with different cultures, business principles and political, economic and social environments. This may affect corporate values, image and quality standards. It may also impact the realisation of long-term business plans, including synergy objectives and cost savings, underlying the value of newly acquired companies.

Discontinuity of supply Discontinuity of supply of Heineken’s products could affect sales and market shares, in particular, the supply of beer products from the Netherlands to the USA, an important market for Heineken. Securing the supply of fast-growing innovations such as the DraughtKeg, a portable draught beer system for the off-trade channel, is also considered critical since Heineken depends on partnerships to facilitate the supply of components for the manufacture of this product.

Fluctuations in exchange rates Heineken operates internationally and reports in euro, which has proved to be a strong currency over the past few years. As a result of its international operations, ﬂuctuations in exchange rates of foreign currencies relative to the euro could materially affect overall Group results. This applies to ﬂuctuations in the U.S. dollar, in particular, considering the relative size of Heineken’s business in the USA and the fact that all beer produced and sold by the company in the USA is produced in the Euro zone. The Group seeks to manage currency exposure through hedging and funding activity.

Interest rate risk The Group is partly financed with floating rate debt. As the reference interest rate on this debt can fluctuate, the Group is exposed to interest rate risk. Increasing interest rates may result in higher interest costs and negatively impact the profitability of Heineken.

Future financing requirements The future financing needs of the Group may require that the Group seeks external financing, either in the form of public or private financing or other arrangements, which may not be available at attractive terms or may not be available at all. There could be insufficient capital generated in order to finance long-term growth. Sufficient access to capital is required to finance long-term growth and to keep pace with the consolidation of the global beer market.

11 Changes in tax and excise costs Heineken and its operating companies are subject to a variety of local excise and other tax regulations in those countries in which the Group operates. An increase, both in absolute or relative terms, in such duties applicable to the Group’s products, affects the prices at which the products are sold. Increases in the level of excise duties could have a signiﬁcant negative impact on sales volumes.

Increased exposure to litigation risk Due to increasing legislation relating to, for example, the consumption, advertising and the health effects of alcohol, there is an increased possibility of non-compliance. Additionally, more supervision by regulators and the growing claim culture may potentially increase the impact of non- compliance, both ﬁnancially and on the reputation of the Group.

Risks resulting from joint ventures and associates Heineken has undertaken economic activity with other parties in the market in the form of joint ventures and associates. As Heineken does not have a majority of the shares and voting rights in these companies, it is not certain that decisions taken are fully in line with Heineken’s objectives. Decisions made and actions taken may not be optimal for Heineken and may therefore result in lower revenue and lower proﬁt margin concerning the joint ventures and associates.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme

The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the currency in which such investor’s financial activities are principally denominated; (iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the assistance of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:

12 Notes subject to optional redemption by the Issuer An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of such Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a signiﬁcantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a ‘‘Relevant Factor’’). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable is likely to be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances.

Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or ﬂoors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

13 Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to ﬂuctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally:

Modification, waivers and substitution The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, (i) agree to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or the Trust Deed or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) agree to the substitution of another company as principal debtor under any Notes in place of the Issuer in the circumstances described in Condition 15.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction being a paying agent in the meaning of the EC Council Directive 2003/48/EC to, or collected by such a person for, an individual resident or certain limited types of entity established in that other Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. (20 per cent. from 1 July 2008 to 30 June 2011 and 35 per cent. as from 1 July 2011). The transitional period is to terminate at the end of the ﬁrst full ﬁscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer

14 is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

Change of law The Terms and Conditions of the Notes are based on English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

Notes where denominations involve integral multiples: Definitive Notes In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a Definitive Note (as defined under ‘‘Forms of the Notes’’ below) in respect of such holding (should Definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination.

If Definitive Notes are issued, holders should be aware that Definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for speciﬁc investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency-equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency- equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

15 Notes will not be rated As at the date of this Base Prospectus, neither the Issuer nor any of its securities have a credit rating and, accordingly, Notes will not be assigned a credit rating from any independent credit rating agency. Investors will need to make their own assessment of the credit of the Issuer and the factors which may affect the value of any Notes without the beneﬁt of an independent credit rating.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk- based capital or similar rules.

16 INFORMATION INCORPORATED BY REFERENCE

The audited annual consolidated ﬁnancial statements of the Issuer in respect of each of the ﬁnancial years ended 31 December 2006 and 31 December 2007, prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU, shall be deemed to be incorporated in, and to form part of, this Base Prospectus, including the information set out at the following pages of the Issuer’s Annual Report 2006 and Annual Report 2007, respectively:

2006 2007

Consolidated income statement ...... page 67 page 65 Consolidated statement of recognised income and expense ...... page 68 page 66 Consolidated balance sheet ...... page 69 page 67 Consolidated statement of cash flows ...... pages 70-71 pages 68-69 Notes to the consolidated financial statements ...... pages 72-115 pages 70-131 Auditor’s report on the consolidated financial statements ...... pages 122-123 pages 138-139

Any information not listed in the cross-reference list above but included in the documents incorporated by reference is given for purposes of information only. Copies of the documents specified above as containing information incorporated by reference in this Base Prospectus are available from the website of the Luxembourg Stock Exchange (www.bourse.lu) and, upon request, free of charge, from the registered office of the Issuer and the specified offices of the Paying Agents for the time being in Luxembourg and London. Any information contained in any of the documents specified above which is not incorporated by reference in this Base Prospectus is either not relevant to investors or is covered elsewhere in this Base Prospectus.

17 GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, the Issuer may from time to time issue Notes denominated in euro, U.S. dollars, Pounds sterling or Swiss Francs or in any other currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. An issue of Notes under the Programme may have any maturity as may be agreed between the Issuer and the relevant Dealer, subject, in relation to speciﬁc currencies, to compliance with all applicable legal and/or regulatory and/or central bank requirements. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed upon, or incorporated by reference into, the Notes, as completed by the relevant Final Terms endorsed upon, or attached to, such Notes. The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will not exceed F3,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement)).

18 FORMS OF THE NOTES

Each Tranche of Notes will initially be in the form of either a temporary global note in bearer form (the ‘‘Temporary Global Note’’), without interest coupons, or a permanent global note in bearer form (the ‘‘Permanent Global Note’’), without interest coupons, in each case as speciﬁed in the relevant Final Terms. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a ‘‘Global Note’’) will be deposited on or around the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear Bank SA/NV (‘‘Euroclear’’) and/or Clearstream Banking, socie´te´ anonyme, Luxembourg (‘‘Clearstream, Luxembourg’’) and/or any other relevant clearing system. The relevant Final Terms will also specify whether United States Treasury Regulation §1.163- 5(c)(2)(i)(C) (the ‘‘TEFRA C Rules’’) or United States Treasury Regulation §1.163-5(c)(2)(i)(D) (the ‘‘TEFRA D Rules’’) are applicable in relation to the Notes or, if the Notes do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are applicable.

Temporary Global Note exchangeable for Permanent Global Note If the relevant Final Terms specifies the form of Notes as being ‘‘Temporary Global Note exchangeable for a Permanent Global Note’’, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note, without interest coupons, not earlier than 40 days after the issue date (the ‘‘Exchange Date’’) of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. No payments due on or after the Exchange Date will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the delivery (free of charge to the bearer) of such Permanent Global Note to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) an increase in the nominal amount of the Permanent Global Note in accordance with its terms against: (i) presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Agent at its specified office; and (ii) receipt by the Agent of a certificate or certificates of non-U.S. beneficial ownership. The nominal amount of the Permanent Global Note shall be equal to the aggregate of the nominal amounts specified in the certificates of non-U.S. beneficial ownership; provided, however, that in no circumstances shall the nominal amount of the Permanent Global Note exceed the initial nominal amount of the Temporary Global Note. The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive form (‘‘Definitive Notes’’): (i) if so specified in the relevant Final Terms, at the option of the Issuer (exercisable at any time) or at the request of the bearer, on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) if the relevant Final Terms specifies ‘‘in the limited circumstances described in the Permanent Global Note’’, then (a) if both Euroclear and Clearstream, Luxembourg and any other relevant clearing system are closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system chosen by the Issuer and notified to the Trustee is available, or (b) if any of the circumstances described in Condition 10 as an Event of Default occurs and is continuing, or (c) at the option of the Issuer, if the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes not in global form. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate nominal amount equal to the nominal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of

19 the Agent, in the case of (i) above, on and after the expiry of the relevant notice period and, in the case of (ii) above, within 30 days of the bearer requesting exchange following the occurrence of an event described in (ii)(a) or (b) and 30 days after notice is given by the Issuer, in the case of (ii)(c).

Temporary Global Note exchangeable for Definitive Notes If the relevant Final Terms specifies the form of Notes as being ‘‘Temporary Global Note exchangeable for Definitive Notes’’, then the Notes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole or in part, for Definitive Notes not earlier than 40 days after the issue date (the ‘‘Exchange Date’’) of the relevant Tranche of the Notes upon certification as to non-U.S. beneficial ownership. No payments due on or after the Exchange Date will be made under the Temporary Global Note unless exchange for Definitive Notes is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. Whenever the Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate nominal amount equal to the nominal amount of the Temporary Global Note to the bearer of the Temporary Global Note against the presentation and, in the case of final exchange, surrender of the Temporary Global Note to or to the order of the Agent.

Permanent Global Note exchangeable for Definitive Notes If the relevant Final Terms specifies that the TEFRA C Rules are applicable or that neither the TEFRA C Rules nor the TEFRA D Rules are applicable and specifies the form of Notes as being ‘‘Permanent Global Note exchangeable for Definitive Notes’’, then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, for Definitive Notes: (i) if so specified in the relevant Final Terms, at the option of the Issuer (exercisable at any time) or at the request of the bearer, on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) if the relevant Final Terms specifies ‘‘in the limited circumstances described in the Permanent Global Note’’, then (a) if both Euroclear and Clearstream, Luxembourg and any other relevant clearing system are closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system chosen by the Issuer and notified to the Trustee is available, or (b) if any of the circumstances described in Condition 10 as an Event of Default occurs and is continuing, or (c) at the option of the Issuer, if the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes not in global form. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Final Terms), in an aggregate nominal amount equal to the nominal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note to or to the order of the Agent, in the case of (i) above, on and after the expiry of the relevant notice period and, in the case of (ii) above, within 30 days of the bearer requesting exchange following the occurrence of an event described in (ii)(a) or (b) and 30 days after notice is given by the Issuer, in the case of (ii)(c).

Legend concerning United States persons In the case of any Tranche of Notes having a maturity of more than 365 days, the Notes in global form, the Notes in deﬁnitive form and any Coupons and Talons appertaining thereto will bear a legend to the following effect: ‘‘Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.’’

20 TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. This Note is one of a Series (as defined below) of Notes issued by Heineken N.V. (the ‘‘Issuer’’) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the ‘‘Trust Deed’’) dated 8 September 2008 made between the Issuer and BNP Paribas Trust Corporation UK Limited (the ‘‘Trustee’’, which expression shall include any successor as Trustee). References herein to the ‘‘Notes’’ shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a ‘‘Global Note’’), units of each Specified Denomination in the Specified Currency; (b) any Global Note; and (c) any definitive Notes issued in exchange for a Global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the ‘‘Agency Agreement’’) dated 8 September 2008 and made between the Issuer, the Trustee, BNP Paribas Securities Services, Luxembourg Branch as issuing and principal paying agent and agent bank (the ‘‘Agent’’, which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the ‘‘Paying Agents’’, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes have interest coupons (‘‘Coupons’’) and, if indicated in the applicable Final Terms, talons for further Coupons (‘‘Talons’’) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (‘‘Receipts’’) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the ‘‘Conditions’’) and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the ‘‘applicable Final Terms’’ are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note. The Trustee acts for the benefit of the holders for the time being of the Notes (the ‘‘Noteholders’’, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below), the holders of the Receipts (the ‘‘Receiptholders’’) and the holders of the Coupons (the ‘‘Couponholders’’, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed. As used herein, ‘‘Tranche’’ means Notes which are identical in all respects (including as to listing and admission to trading) and ‘‘Series’’ means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee being at 8 September 2008 at 55 Moorgate, London EC2R 6PA and at the specified office of each of the Paying Agents. Copies of the applicable Final Terms are available for viewing at the registered office of the Issuer and of the Agent and copies may be obtained from those offices save that, if this Note is neither

21 admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the beneﬁt of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions deﬁned in the Trust Deed, the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. FORM, DENOMINATION AND TITLE The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms.

Deﬁnitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable.

Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The Issuer, the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes and shall not be liable for so treating such bearer but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV (‘‘Euroclear’’) and/or Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

22 Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system speciﬁed in the applicable Final Terms or as may otherwise be approved by the Issuer, the Agent and the Trustee.

2. STATUS OF THE NOTES The Notes and any relative Receipts and Coupons constitute (subject to Condition 3) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and any relative Receipts and Coupons shall, save for such exceptions as may be provided by applicable legislation (and subject to Condition 3), at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

3. COVENANTS

(a) Negative Pledge So long as any Note, Receipt or Coupon remains outstanding (as defined in the Trust Deed): (i) the Issuer will not create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Debt or any guarantee of or indemnity in respect of any Relevant Debt; and (ii) the Issuer will procure that no Subsidiary of the Issuer will create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Debt or any guarantee of or indemnity in respect of any Relevant Debt, unless, at the same time or prior thereto, the Issuer’s obligations under the Notes and any relative Receipts and Coupons and the Trust Deed in respect thereof, (aa) are secured equally and rateably therewith to the satisfaction of the Trustee, or (bb) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders. For the purposes of these Conditions: ‘‘Excluded Subsidiary’’ means any Subsidiary of the Issuer: (i) which has been established solely to conduct the business of and any ancillary activities relating to securitisation or such similar financing of assets held by it; and (ii) none of whose liabilities in respect of such financing are the subject of a Security Interest created or permitted to subsist by the Issuer or any other Subsidiary of the Issuer. ‘‘Permitted Security Interest’’ means: (x) any Security Interest over or affecting the whole or part of the present or future business, undertaking, assets or revenues (including any uncalled capital) of any entity which becomes a Subsidiary of the Issuer after the date on which agreement is reached to issue the first Tranche of the Notes, where such Security Interest was created prior to the date on which such an entity becomes a Subsidiary of the Issuer, but only if (A) such Security Interest was not created in contemplation of such entity becoming a Subsidiary of the Issuer and (B) the amount thereby secured has not been increased in contemplation of, or since the date of, such entity becoming a Subsidiary of the Issuer; (y) any Security Interest (the ‘‘Replacement Security Interest’’) created in whole or in part to replace or renew or in substitution for any Security Interest created by a company referred to in (x) of this paragraph (the ‘‘Old Security Interest’’) upon a refinancing or similar transaction where the Replacement Security Interest is created in respect of the

23 same business, undertaking, assets or revenues as the Old Security Interest and where the amount secured by the Replacement Security Interest is equal to or less than the amount secured by the Old Security Interest; and (z) any Security Interest created by an Excluded Subsidiary over its assets to secure any Relevant Debt of that Excluded Subsidiary, provided that the aggregate amount of all such Relevant Debt so secured and outstanding from time to time does not exceed F1,000,000,000 or its equivalent in any other currency (as determined by the Trustee in accordance with the Trust Deed). ‘‘Relevant Debt’’ means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or other securities market. ‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other form of encumbrance or security interest. ‘‘Subsidiary’’ means an entity in which a person: (i) holds beneficially (directly or indirectly) more than 50 per cent. of the issued share capital (or similar rights of ownership); or (ii) holds beneficially (directly or indirectly) the right to control the composition of the majority of its board of directors (or equivalent body) or controls the majority of the voting rights, in each case, whether through the ownership of voting capital or by contract. For the avoidance of doubt, a person will not have ‘‘control’’ as specified in paragraph (ii) above where that person has joint control.

(b) Limitation on Subsidiary Indebtedness So long as any Note, Receipt or Coupon remains outstanding, the Issuer will not permit any of its Subsidiaries, without the prior approval of the Trustee or of an Extraordinary Resolution of the Noteholders, to Incur any Indebtedness, unless at the time of such Incurrence the aggregate principal amount of the Indebtedness to be Incurred together with all other Indebtedness of the Issuer’s Subsidiaries then outstanding (but disregarding for this purpose any Indebtedness (‘‘Due Indebtedness’’) due to be repaid on the same day as such Indebtedness is to be Incurred provided that the Due Indebtedness is so repaid) does not exceed 35 per cent. of Total Group Assets. For the purposes of this Condition 3(b): ‘‘Acquisition’’ means (a) the merger or consolidation of any Person into or with any Subsidiary of the Issuer or (b) the acquisition by the Issuer or any of its Subsidiaries of any assets of any Person not already a Subsidiary of the Issuer or any shares of any such Person. ‘‘Incur’’ means issue, assume, incur or otherwise become liable for and references to ‘‘Incurred’’ and ‘‘Incurrence’’ shall be construed accordingly. ‘‘Indebtedness’’ means, without double counting, any indebtedness (which includes any obligations (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent) for or in respect of: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable generally accepted accounting principles, be treated as a ﬁnance or capital lease;

24 (e) the amount payable for the redemption of any Redeemable Shares in the issued share capital of any Subsidiary of the Issuer which rank ahead of the ordinary (or equivalent) share capital of such Subsidiary and which are not directly or indirectly owned by the Issuer; and (f) without double-counting in respect of any amount of any liability which has already been included in any of paragraphs (a) to (e) above, the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (e) above; PROVIDED THAT Indebtedness shall not include: (i) for the avoidance of doubt, any trade indebtedness including, without limitation, any amounts owing in respect of the delivery of goods, royalty payments and payments under trademark agreements for the provision of management or technical services; (ii) for the avoidance of doubt, any guarantee to any Person by any Subsidiary of the Issuer in the ordinary course of its trading in relation to loans made or to be made to such Subsidiary’s trade brewery customers; (iii) for the avoidance of doubt, any guarantee provided by any Subsidiary of the Issuer to a tax authority with jurisdiction over such Subsidiary in the ordinary course of the Subsidiary’s business in relation to excise and/or import duties payable by such Subsidiary; (iv) Indebtedness of a Subsidiary of the Issuer owing to the Issuer or another Subsidiary; (v) Indebtedness of a Subsidiary of the Issuer acquired as a result of an Acquisition (or Indebtedness assumed at the time of an Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not Incurred in connection with, or in anticipation or contemplation of, such Acquisition and (y) such Indebtedness is non- recourse to any assets of the Issuer or any of its Subsidiaries other than the Subsidiary and assets so acquired; and (vi) any refinancing or similar transaction of any Indebtedness Incurred under paragraph (v) above provided that the principal amount of such Indebtedness is not increased as a result of such refinancing or other transaction. ‘‘Person’’ includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing. ‘‘Redeemable Shares’’ means shares which are redeemable provided that no shares which are expressed to be redeemable after the Maturity Date shall be treated as ‘‘Redeemable Shares’’ unless, under their terms, it is possible that they might fall to be redeemed (whether on insolvency of the issuer thereof, or at the option of the issuer or holder thereof, or otherwise) prior to such date. ‘‘Total Group Assets’’ means the total assets of the Issuer on a consolidated basis, as shown in its then latest audited financial statements or (if more recently prepared and published) its then latest unaudited interim financial statements.

4. REDENOMINATION 4.1 Redenomination Where redenomination is specified in the applicable Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (a) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note or Receipt in the Specified Currency, converted into

25 euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Agent and the Trustee, that the then market practice in respect of the redenomination in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (b) save to the extent that an Exchange Notice has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent and the Trustee may approve) euro 0.01 and such other denominations as the Agent shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the ‘‘Exchange Notice’’) that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Agent may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (f) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding;

26 (g) if the Notes are Floating Rate Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest; and (h) such other changes shall be made to this Condition as the Issuer may agree with the Trustee, after consultation with the Agent, and as may be speciﬁed in the notice, to conform it to conventions then applicable to instruments denominated in euro.

4.2 Definitions In the Conditions, the following expressions have the following meanings: ‘‘Established Rate’’ means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; ‘‘euro’’ means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; ‘‘Redenomination Date’’ means (in the case of interest bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to Condition 4.1 above and which falls on or after the date on which the country of the Specified Currency first participates in the third stage of European economic and monetary union; and ‘‘Treaty’’ means the Treaty establishing the European Community, as amended.

5. INTEREST 5.1 Interest on Fixed Rate Notes Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date. If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified. As used in the Conditions, ‘‘Fixed Interest Period’’ means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to: (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. ‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1: (a) if ‘‘Actual/Actual (ICMA)’’ is specified in the applicable Final Terms:

27 (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the ‘‘Accrual Period’’) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (b) if ‘‘30/360’’ is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. In the Conditions: ‘‘Determination Period’’ means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and ‘‘sub-unit’’ means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes

(a) Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an ‘‘Interest Payment Date’’) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in the Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

28 (A) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. In the Conditions, ‘‘Business Day’’ means a day which is both: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Final Terms; and (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the ‘‘TARGET2 System’’) is open.

(b) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner speciﬁed in the applicable Final Terms.

(i) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this subparagraph (i), ‘‘ISDA Rate’’ for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ‘‘ISDA Definitions’’) and under which: (A) the Floating Rate Option is as specified in the applicable Final Terms; (B) the Designated Maturity is a period specified in the applicable Final Terms; and (C) the relevant Reset Date is either (a) if the applicable Floating Rate Option is based on the London interbank offered rate (‘‘LIBOR’’) or on the Euro-zone interbank offered rate (‘‘EURIBOR’’), the first day of that Interest Period or (b) in any other case, as specified in the applicable Final Terms.

29 For the purposes of this subparagraph (i), ‘‘Floating Rate’’, ‘‘Calculation Agent’’, ‘‘Floating Rate Option’’, ‘‘Designated Maturity’’ and ‘‘Reset Date’’ have the meanings given to those terms in the ISDA Deﬁnitions.

Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to be zero.

(ii) Screen Rate Determination for Floating Rate Notes Where Screen Rate Determination is speciﬁed in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(A) the offered quotation; or

(B) the arithmetic mean (rounded if necessary to the ﬁfth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If ﬁve or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such offered quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time speciﬁed in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is speciﬁed in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest If the applicable Final Terms speciﬁes a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms speciﬁes a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Agent will calculate the amount of interest (the ‘‘Interest Amount’’) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

30 (A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2:

(i) if ‘‘Actual/Actual (ISDA)’’ or ‘‘Actual/Actual’’ is speciﬁed in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if ‘‘Actual/365 (Fixed)’’ is speciﬁed in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;

(iii) if ‘‘Actual/365 (Sterling)’’ is speciﬁed in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv) if ‘‘Actual/360’’ is speciﬁed in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;

(v) if ‘‘30/360’’, ‘‘360/360’’ or ‘‘Bond Basis’’ is speciﬁed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; 31 (vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is speciﬁed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and (vii) if ‘‘30E/360 (ISDA)’’ is speciﬁed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Notification of Rate of Interest and Interest Amounts The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed (by no later than the first day of each Interest Period) and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with

32 Condition 14. For the purposes of this paragraph, the expression ‘‘London Business Day’’ means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(f) Determination or Calculation by Trustee If for any reason at any relevant time the Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate of Interest or the Agent defaults in its obligation to calculate any Interest Amount in accordance with subparagraph (b)(i) or subparagraph (b)(ii) above or as otherwise specified in the applicable Final Terms, as the case may be, and in each case in accordance with paragraph (d) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by and be binding on the Agent or the Calculation Agent, as applicable.

(g) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2, whether by the Agent or, if applicable, the Calculation Agent, shall (in the absence of manifest error) be binding on the Issuer, the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (subject as aforesaid) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent, if applicable, the Calculation Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Interest Notes The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner speciﬁed in the applicable Final Terms.

5.4 Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as speciﬁed in the applicable Final Terms.

5.5 Accrual of interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and (b) ﬁve days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 14.

6. PAYMENTS 6.1 Method of payment Subject as provided below: (a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the

33 principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and

(b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) speciﬁed by the payee or, at the option of the payee, by a euro cheque.

Payments will be subject in all cases to any ﬁscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.

6.2 Presentation of definitive Notes, Receipts and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).

Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in deﬁnitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in deﬁnitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A ‘‘Long Maturity Note’’ is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.

34 If the due date for redemption of any deﬁnitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant deﬁnitive Note.

6.3 Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented and such record shall be prima facie evidence that the payment in question has been made.

6.4 General provisions applicable to payments The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note. Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

6.5 Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, ‘‘Payment Day’’ means any day which (subject to Condition 9) is: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (i) the relevant place of presentation; (ii) London; (iii) each Additional Financial Centre speciﬁed in the applicable Final Terms; and (b) either (A) in relation to any sum payable in a Speciﬁed Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency

35 deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

6.6 Interpretation of principal and interest Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (a) any additional amounts which may be payable with respect to principal under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed; (b) the Final Redemption Amount of the Notes; (c) the Early Redemption Amount of the Notes; (d) the Optional Redemption Amount(s) (if any) of the Notes; (e) in relation to Notes redeemable in instalments, the Instalment Amounts; (f) in relation to Zero Coupon Notes, the Amortised Face Amount (as deﬁned in Condition 7.5); and (g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

7. REDEMPTION AND PURCHASE 7.1 Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

7.2 Redemption for tax reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that: (a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the Netherlands or any political subdivision or any authority therein or thereof having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

36 Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by any member of the Executive Board of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the obligation referred to in (a) cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the condition precedent set out in (b) above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders. Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early Redemption Amount referred to in Condition 7.5 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given: (a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14; and (b) not less than 15 days before the giving of the notice referred to in (a) above, notice to the Trustee and to the Agent; (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (‘‘Redeemed Notes’’) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the ‘‘Selection Date’’). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3 and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.

7.4 Redemption at the option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 14 not less than 15 nor more than 30 days’ notice the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a ‘‘Put Notice’’) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through

37 Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Agent for notation accordingly. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 7.4 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 10, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 7.4.

7.5 Early Redemption Amounts For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows: (a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; (b) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or (c) in the case of a Zero Coupon Note, at an amount (the ‘‘Amortised Face Amount’’) calculated in accordance with the following formula: Early Redemption Amount = RP 6 (1 + AY)y where: ‘‘RP’’ means the Reference Price; ‘‘AY’’ means the Accrual Yield expressed as a decimal; and ‘‘y’’ is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360, or on such other calculation basis as may be specified in the applicable Final Terms.

7.6 Instalments Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to Condition 7.5.

7.7 Partly Paid Notes Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

7.8 Purchases The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of deﬁnitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.

38 7.9 Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 7.8 above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

7.10 Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1, 7.2, 7.3 or 7.4 above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.5(c) above as though the references therein to the date ﬁxed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (b) ﬁve days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14.

8. TAXATION All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Netherlands unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with the Netherlands other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.5); or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive or is based on similar measures adopted by a number of non-EU countries such as Switzerland; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction in whole or in part by presenting a form or certificate and/or by making a declaration of non-residence or other claim for exemption or reduction but fails to do so.

39 As used herein, ‘‘Relevant Date’’ means the date on which such payment ﬁrst becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.

9. PRESCRIPTION The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and ﬁve years (in the case of interest) after the Relevant Date (as deﬁned in Condition 8) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6.2 or any Talon which would be void pursuant to Condition 6.2.

10. EVENTS OF DEFAULT AND ENFORCEMENT

10.1 Events of Default The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemniﬁed and/or provided with security to its satisfaction), (but in the case of the happening of any of the events described in paragraphs (b) to (h) inclusive below, only if the Trustee shall have certiﬁed in writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Noteholders), give notice in writing to the Issuer that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest as provided in the Trust Deed if any of the following events (each an ‘‘Event of Default’’) shall occur and be continuing:

(a) Non-Payment if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 7 days in the case of principal and 15 days in the case of interest; or

(b) Breach of Other Obligations if the Issuer does not perform or comply with any one or more of its other obligations in the Notes or the Trust Deed in respect thereof which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days (or such longer period as the Trustee may permit) after notice of such default shall have been given to the Issuer by the Trustee; or

(c) Cross-Default if (i) any other present or future indebtedness of the Issuer or any of its Material Subsidiaries for or in respect of moneys borrowed becomes due and payable prior to its stated maturity by reason of default, event of default or the like (howsoever described) or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (iii) the Issuer or any of its Material Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred and remains unpaid or undischarged equals or exceeds F75,000,000 or its equivalent in any other currency (as determined by the Trustee in accordance with the Trust Deed); or

(d) Enforcement Proceedings if a distress, attachment, execution or other legal process is levied, enforced or sued out on or against the whole or a substantial part of the assets or revenues of the Issuer or any of its Material Subsidiaries and is not discharged or stayed within 30 days; or

40 (e) Security Enforced if any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of its Material Subsidiaries over the whole or a substantial part of the undertaking, assets or revenues of the Issuer or any of its Material Subsidiaries becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person in respect thereof) and is not discharged or stayed within 30 days; or

(f) Insolvency if (i) any corporate action, legal proceedings or other procedure, application or step is taken by the Issuer or any of its Material Subsidiaries for it being declared in bankruptcy (faillissement), or in suspension of payments (surseánce van betaling) or in emergency regulation (noodregeling) (irrespective of whether that procedure is provisional or final) or (ii) the Issuer of any of its Material Subsidiaries is declared in bankruptcy (faillissement), or in suspension of payments (surseánce van betaling) or in emergency regulation (noodregeling) (irrespective of whether that procedure is provisional or final) or (iii) the Issuer or any of its Material Subsidiaries offers or enters into a composition with all its creditors generally (buitengerechtelijk akkoord); or

(g) Winding-up if an order is made or an effective resolution passed for the winding-up or dissolution (ontbinding) of the Issuer or any of its Material Subsidiaries, or the Issuer ceases or threatens to cease to carry on all or (in the opinion of the Trustee) substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by the Trustee or an Extraordinary Resolution of the Noteholders, or (ii) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of the Issuer’s Subsidiaries, or (iii) in the case of a Material Subsidiary, pursuant to a voluntary solvent winding-up where surplus assets are available for distribution; or

(h) Analogous Events if any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs (d) to (g). For the purposes of the Conditions: ‘‘Group’’ means the Issuer and its Subsidiaries for the time being. ‘‘Material Subsidiary’’ means, at any time, a Subsidiary of the Issuer whose net turnover on ordinary activities (excluding intra-Group items) accounts for at least 10 per cent. of the consolidated net turnover on ordinary activities of the Group. For this purpose: (i) the net turnover on ordinary activities of a Subsidiary of the Issuer will be determined by its financial statements (on a consolidated basis if that Subsidiary itself has Subsidiaries) upon which the latest audited financial statements of the Group have been based; (ii) if a Subsidiary of the Issuer becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the net turnover on ordinary activities of that Subsidiary (calculated on a consolidated basis if that Subsidiary itself has Subsidiaries) will be determined from its latest financial statements; (iii) the net turnover on ordinary activities of the Group will be determined from its latest audited financial statements; and (iv) if a Material Subsidiary disposes of all or (in the opinion of the Trustee) substantially all of its assets to another Subsidiary of the Issuer, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become

41 a Material Subsidiary and the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not. As provided in the Trust Deed, the Issuer shall give to the Trustee within 14 days of its annual audited financial statements being made available to its shareholders and also within 14 days of a request being made by the Trustee a certificate signed by any member of the Executive Board of the Issuer listing those Subsidiaries which as at the last day of the last financial year of the Issuer or as at the date specified in such request were Material Subsidiaries. ‘‘substantial part’’, in Conditions 10.1(d) and (e) above, means 20 per cent. or more of the whole, as reasonably determined by the Trustee. In the case of assets of the Issuer or a Material Subsidiary, this shall be determined by reference to the total assets of the Issuer or the relevant Material Subsidiary, as the case may be, on a consolidated basis. In the case of revenues of the Issuer or a Material Subsidiary, this shall be determined by reference to net turnover on ordinary activities of the Issuer or the relevant Material Subsidiary, as the case may be, on a consolidated basis. In the case of both assets and revenues of the Issuer or a Material Subsidiary, the determination as to whether something is a ‘‘substantial part’’ shall be made by reference to the latest audited financial statements of the Issuer (for the Issuer) or the latest financial statements (audited, if available, and on a consolidated basis if that Subsidiary itself has Subsidiaries) of the Material Subsidiary (for a Material Subsidiary).

10.2 Enforcement The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think ﬁt to enforce the provisions of the Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemniﬁed and/or provided with security to its satisfaction. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

11. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the speciﬁed ofﬁce of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. PAYING AGENTS The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) there will at all times be an Agent; (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (c) there will, save where it may from time to time be otherwise agreed with the Trustee that it is unduly onerous or not current market practice at the relevant time to do so, at all times be a Paying Agent in a Member State of the European Union that will not be

42 obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 14. In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

13. EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14. NOTICES All notices regarding the Notes will be deemed to be validly given if published (a) in a leading English language daily newspaper of general circulation in London or (b) if and for so long as the Notes are admitted to trading on, and listed on the Official List of the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg and/or the Luxembourg Stock Exchange’s website (www.bourse.lu). It is expected that any such publication in a newspaper will be made in the Financial Times in London or the Luxemburger Wort or the Tageblatt in Luxembourg. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve. Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

43 15. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the Coupons), the quorum shall be one or more persons holding or representing not less than 75 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. In addition, a resolution in writing signed by or on behalf of not less than 90 per cent. of the Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (other than in respect of Reserved Matters (as defined in the Trust Deed)), or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 8 and/ or any undertaking or covenant given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.

44 The Trustee shall, without the consent of the Noteholders, Receiptholders or Couponholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Receipts, the Coupons and the Trust Deed of a Successor in Business (as defined in the Trust Deed) subject to certain conditions in the Trust Deed being complied with. The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Receipts, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer or a Holding Company (as defined in the Trust Deed) of the Issuer, subject to (a) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (b) certain other conditions set out in the Trust Deed being complied with. No Noteholder, Receiptholder or Couponholder shall, in connection with any substitution, be entitled to claim any indemnification or payment in respect of any tax consequence thereof for such Noteholder, Receiptholder or Couponholder, as the case may be, except to the extent provided for in Condition 8 (or any undertaking given in addition to or substitution for it pursuant to the provisions of the Trust Deed).

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction and to be paid its costs and expenses in priority to the claims of the Noteholders. The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the ﬁrst payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW AND SUBMISSION TO JURISDICTION

19.1 Governing law The Trust Deed, the Agency Agreement, the Notes, the Receipts and the Coupons and any non-contractual obligations arising out of or in connection therewith shall be governed by, and construed in accordance with, English law.

19.2 Submission to jurisdiction The Issuer irrevocably agrees, for the beneﬁt of the Trustee, the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed,

45 the Notes, the Receipts and/or the Coupons (including a dispute relating to any non- contractual obligations arising out of or in connection therewith) and accordingly submits to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee, the Noteholders, the Receiptholders and the Couponholders may take any suit, action or proceedings (together referred to as ‘‘Proceedings’’) arising out of or in connection with the Trust Deed, the Notes, the Receipts and the Coupons (including any Proceedings relating to any non-contractual obligations arising out of or in connection therewith) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

19.3 Appointment of process agent The Issuer has appointed an agent for service of process in respect of any Proceedings, and undertakes to maintain a person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

46 USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes. If, in respect of any particular issue, there is a particular identiﬁed use of proceeds, this will be stated in the applicable Final Terms.

47 FORMS OF FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of less than I50,000 (or its equivalent in another currency). [Date]

HEINEKEN N.V. (incorporated with limited liability in the Netherlands)

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the J3,000,000,000 Euro Medium Term Note Programme

[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented Directive 2003/71/EC (the ‘‘Prospectus Directive’’) (each, a ‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in paragraph 35 of Part A below, provided such person is one of the persons mentioned in paragraph 35 of Part A below and that such offer is made during the Offer Period speciﬁed for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.]1 [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented Directive 2003/71/EC (the ‘‘Prospectus Directive’’) (each, a ‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.]2

1 Consider including this legend where a non-exempt offer of Notes is anticipated. 2 Consider including this legend where only an exempt offer of Notes is anticipated.

48 Terms used herein shall be deemed to be deﬁned as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus dated [current date] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated [current date] and [original date]. Copies of such Base Prospectuses are available for viewing [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]].]

[Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]

[When adding any other ﬁnal terms or information consideration should be given as to whether such terms or information constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1. Issuer: Heineken N.V. 2. (a) Series Number: [ ] (b) Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 3. Specified Currency or Currencies: [ ] 4. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](if applicable)] 6. (a) Specified Denomination(s): [ ] (N.B. If an issue of Notes is (i) NOT admitted to trading on a regulated market in the European Economic Area; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the I1,000 minimum denomination is not required.) (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. N.B. There must be a common factor in the case of two or more Specified Denominations.) 7. (a) Issue Date: [ ] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

49 8. Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]] 9. Interest Basis: [[ ] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars speciﬁed below) 10. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to Commission Regulation (EC) No 809/2004 (the ‘‘Prospectus Directive Regulation’’) will apply.) 11. Change of Interest Basis or Redemption/ [Specify details of any provision for change of Payment Basis: Notes into another Interest Basis or Redemption/ Payment Basis] 12. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars speciﬁed below)] 13. (a) Status of the Notes: Senior (b) Date [Board] approval for issuance of [] Notes obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes) 14. Method of distribution: [Syndicated/Non-syndicated]

50 (d) Broken Amount(s): [ ] per Calculation Amount, payable on the (Applicable to Notes in deﬁnitive Interest Payment Date falling [in/on] [ ] form) (e) Day Count Fraction: [30/360 or Actual/Actual (ICMA) or [specify other]] (f) Determination Date(s): [ ] in each year (Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short ﬁrst or last coupon N.B. This will need to be amended in the case of regular interest payment dates which are not of equal duration N.B. Only relevant where Day Count Fraction is Actual/Actual (ICMA)) (g) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes:

16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified Interest [] Payment Dates: (b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]] (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA Determination/ and Interest Amount is to be specify other] determined: (e) Party responsible for calculating the [] Rate of Interest and Interest Amount (if not the Agent): (f) Screen Rate Determination: * Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Agency Agreement) * Interest Determination Date(s): [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) * Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

51 (g) ISDA Determination: * Floating Rate Option: [ ] * Designated Maturity: [ ] * Reset Date: [ ] (h) Margin(s): [+/-] [ ] per cent. per annum (i) Minimum Rate of Interest: [ ] per cent. per annum (j) Maximum Rate of Interest: [ ] per cent. per annum (k) Day Count Fraction: [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other] (See Condition 5 for alternatives) (l) Fallback provisions, rounding [] provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [ ] per cent. per annum (b) Reference Price: [ ] (c) Any other formula/basis of [] determining amount payable: (d) Day Count Fraction in relation to Conditions 7.5(c) and 7.10 apply/specify other] Early Redemption Amounts and late (Consider applicable day count fraction if not U.S. payment: dollar denominated) 18. Index Linked Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Index/Formula: [give or annex details] (b) Calculation Agent: [give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)] (c) Party responsible for calculating the [] Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): (d) Provisions for determining Coupon [need to include a description of market disruption where calculation by reference to or settlement disruption events and adjustment Index and/or Formula is impossible or provisions] impracticable:

52 (e) Specified Period(s)/Specified Interest [] Payment Dates: (f) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other] (g) Additional Business Centre(s): [ ] (h) Minimum Rate of Interest: [ ] per cent. per annum (i) Maximum Rate of Interest: [ ] per cent. per annum (j) Day Count Fraction: [ ] 19. Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Rate of Exchange/method of [give or annex details] calculating Rate of Exchange: (b) Party, if any, responsible for [] calculating the principal and/or interest due (if not the Agent): (c) Provisions applicable where [need to include a description of market disruption calculation by reference to Rate of or settlement disruption events and adjustment Exchange impossible or provisions] impracticable: (d) Person at whose option Specified [] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 20. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption Amount: [ ] (d) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

53 21. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee) 22. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 23. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of the Notes: [Temporary Global Note exchangeable on and after the Exchange Date for a Permanent Global Note which is exchangeable for Definitive Notes [at the option of the Issuer exercisable at any time or at the request of the bearer on the expiry of [ ] days’ notice]/[in the limited circumstances described in the Permanent Global Note]] [Temporary Global Note exchangeable on and after the Exchange Date for Definitive Notes] [Permanent Global Note exchangeable for Definitive Notes [at the option of the Issuer exercisable at any time or at the request of the bearer on the expiry of [ ] days’ notice]/[in the limited circumstances described in the Permanent Global Note]] 25. Additional Financial Centre(s) or other [Not Applicable/give details] special provisions relating to Payment (Note that this paragraph relates to the place of Days: payment and not Interest Period end dates to which sub-paragraphs 16(c) and 18(g) relate) 26. Talons for future Coupons or Receipts to [Yes/No. If yes, give details] be attached to Definitive Notes (and dates on which such Talons mature):

54 27. Details relating to Partly Paid Notes: [Not Applicable/give details. N.B. A new form of amount of each payment comprising the Temporary Global Note and/or Permanent Global Issue Price and date on which each Note may be required for Partly Paid issues] payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 28. Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/give details] (b) Instalment Date(s): [Not Applicable/give details] 29. Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates)) 30. Other final terms: [Not Applicable/give details] (When adding any other final terms consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.) DISTRIBUTION 31. (a) If syndicated, names and addresses [Not Applicable/give names, addresses and of Managers and underwriting underwriting commitments] commitments: (Include names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing to place the issue without a firm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers.) (a) Date of [Subscription] Agreement: [ ] (b) Stabilising Manager(s) (if any): [Not Applicable/give name(s)] 32. If non-syndicated, name and address of [Not Applicable/give name and address] relevant Dealer: 33. Total commission and concession: [ ] per cent. of the Aggregate Nominal Amount 34. U.S. selling restrictions: [Reg. S Compliance Category; TEFRA D Rules/ TEFRA C Rules/TEFRA not applicable] 35. Non-exempt Offer: [Not Applicable] [An offer of the Notes may be made by the Managers [and [specify names of other financial intermediaries/placers making non- exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. ‘‘other parties authorised by the Managers’’) or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known]] (together with the Managers, the ‘‘Financial Intermediaries’’) other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) – which must be jurisdictions where the Base Prospectus and any supplements have been passported (in

55 addition to the jurisdiction where approved and published)] (‘‘Public Offer Jurisdictions’’) during the period from [specify date] until [specify date or a formula such as ‘‘the Issue Date’’ or ‘‘the date which falls [ ] Business Days thereafter’’] (‘‘Offer Period’’). See further paragraph 10 of Part B below. (N.B. Consider any local regulatory requirements necessary to be fulﬁlled so as to be able to make a non-exempt offer in relevant jurisdictions. No such offer should be made in any relevant jurisdiction until those requirements have been met. Non- exempt offers may only be made into jurisdictions in which the base prospectus (and any supplement) has been notiﬁed/passported.) 36. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the ﬁnal terms required for issue [and] [public offer in the Public Offer Jurisdictions] [and] [admission to listing on the Ofﬁcial List of the Luxembourg Stock Exchange and admission to trading on the regulated market of the Luxembourg Stock Exchange] of the Notes described herein pursuant to the F3,000,000,000 Euro Medium Term Note Programme of Heineken N.V.

RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. [[Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components] has been extracted from [specify source]. The Issuer conﬁrms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of Heineken N.V.:

By: ...... Duly authorised

56 PART B – OTHER INFORMATION*

1. LISTING AND ADMISSION TO TRADING: Listing and admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from [ ].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from [ ].] [Not Applicable] (Where documenting a fungible issue need to indicate that original Notes are already admitted to trading.) 2. RATINGS: Ratings: [Not Applicable]/[The Notes to be issued have been rated: [S & P: [ ]] [Moody’s: [ ]] [Fitch: [ ]] [[Other]: [ ]] (Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.) (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE: [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. – Amend as appropriate if there are other interests] (When adding any other description, consideration should be given as to whether such matters described constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES: [(i) Reasons for the offer: [ ] (See ‘‘Use of Proceeds’’ wording in Base Prospectus – if reasons for offer different from making proﬁt and/or hedging certain risks will need to include those reasons here.)] (ii) Estimated net proceeds: [ ] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufﬁcient to fund all proposed uses state amount and sources of other funding.) (iii) Estimated total expenses: [ ]

* Please note that if an issue of Notes is not to be admitted to trading on a regulated market in the EEA or offered to the public in the EEA, then only sections 1 and 9 of part B need to be completed and sections 2 to 8 and 10 should be deleted.

57 (Expenses are required to be broken down into each principal intended ‘‘use’’ and presented in order of priority of such ‘‘uses’’.) (N.B. If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies [(i) above is required where the reasons for the offer are different from making proﬁt and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.) 5. YIELD: (Fixed Rate Notes only) Indication of yield: [ ] [Calculated as [include details of method of calculation in summary form] on the Issue Date.] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. HISTORIC INTEREST RATES: (Floating Rate Notes only) Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].

7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING: (Index Linked Notes only) (If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.) (N.B. The requirements below only apply if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) (Need to include details of where past and future performance and volatility of the index/ formula can be obtained.) (Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.) (Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.) (When completing the above paragraphs, consideration should be given as to whether such matters described constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.) [The Issuer will not provide any post-issuance information, except if required by any applicable laws and regulations.]

8. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT: (Dual Currency Notes only) (If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.) (N.B. The requirement below only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) (Need to include details of where past and future performance and volatility of the relevant rates can be obtained.)

58 (When completing this paragraph, consideration should be given as to whether such matters described constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

9. OPERATIONAL INFORMATION: (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank SA/NV and Clearstream Banking, socie´te´ anonyme (together with the address of each such clearing system) and the relevant identification number(s): (iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional [] Paying Agent(s) (if any): 10. TERMS AND CONDITIONS OF THE OFFER: Offer Price: [Issue Price/Not Applicable/specify] [Conditions to which the offer is subject:] [Not Applicable/give details] [Description of the application process:] [Not Applicable/give details] [Details of the minimum and/or maximum [Not Applicable/give details] amount of application:] [Description of possibility to reduce [Not Applicable/give details] subscriptions and manner for refunding excess amount paid by applicants:] [Details of the method and time limits for [Not Applicable/give details] paying up and delivering the Notes:] [Manner in and date on which results of [Not Applicable/give details] the offer are to be made public:] [Procedure for exercise of any right of pre- [Not Applicable/give details] emption, negotiability of subscription rights and treatment of subscription rights not exercised:] [Categories of potential investors to which [Not Applicable/give details] the Notes are offered and whether tranche(s) have been reserved for certain countries:] [Process for notification to applicants of [Not Applicable/give details] the amount allotted and the indication whether dealing may begin before notification is made:] [Amount of any expenses and taxes [Not Applicable/give details] specifically charged to the subscriber or purchaser:] [Name(s) and address(es), to the extent [None/give details] known to the Issuer, of the placers in the various countries where the offer takes place:]

59 Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least I50,000 (or its equivalent in another currency). [Date]

HEINEKEN N.V. (incorporated with limited liability in the Netherlands)

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the J3,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated [date] which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]]. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated [current date] and [original date]. Copies of such Base Prospectuses are available for viewing [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]].] [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] 1. Issuer: Heineken N.V. 2. (a) Series Number: [ ] (b) Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 3. Specified Currency or Currencies: [ ] 4. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](if applicable)]

60 6. (a) Specified Denomination(s): [ ] (N.B. where multiple denominations above I50,000 (or equivalent) are being used the following sample wording should be followed: ‘‘[I50,000] and integral multiples of [I1,000] in excess thereof up to and including [I99,000]. No Notes in definitive form will be issued with a denomination above [I99,000].’’) (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. N.B. There must be a common factor in the case of two or more Specified Denominations.)

7. (a) Issue Date: [ ] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

8. Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]]

9. Interest Basis: [[ ] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars speciﬁed below)

10. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)

11. Change of Interest Basis or Redemption/ [Specify details of any provision for change of Payment Basis: Notes into another Interest Basis or Redemption/ Payment Basis]

12. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars speciﬁed below)]

13. (a) Status of the Notes: Senior

61 (b) Date [Board] approval for issuance of [] Notes obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular Tranche of Notes.) 14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate(s) of Interest: [ ] per cent. per annum [payable [annually/semi- annually/quarterly/other (specify)] in arrear] (If payable other than annually, consider amending Condition 5) (b) Interest Payment Date(s): [[ ] in each year up to and including the Maturity Date]/[specify other] (N.B. This will need to be amended in the case of long or short coupons) (c) Fixed Coupon Amount(s): [ ] per Calculation Amount (Applicable to Notes in definitive form) (d) Broken Amount(s): [ ] per Calculation Amount, payable on the (Applicable to Notes in definitive Interest Payment Date falling [in/on] [ ] form) (e) Day Count Fraction: [30/360 or Actual/Actual (ICMA) or [specify other]] (f) Determination Date(s): [ ] in each year (Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon N.B. This will need to be amended in the case of regular interest payment dates which are not of equal duration N.B. Only relevant where Day Count Fraction is Actual/Actual (ICMA)) (g) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified Interest [] Payment Dates: (b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]] (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA Determination/ and Interest Amount is to be specify other] determined: (e) Party responsible for calculating the [] Rate of Interest and Interest Amount (if not the Agent):

62 (f) Screen Rate Determination: * Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Agency Agreement) * Interest Determination Date(s): [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), ﬁrst day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) * Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (g) ISDA Determination: * Floating Rate Option: [ ] * Designated Maturity: [ ] * Reset Date: [ ] (h) Margin(s): [+/-] [ ] per cent. per annum (i) Minimum Rate of Interest: [ ] per cent. per annum (j) Maximum Rate of Interest: [ ] per cent. per annum (k) Day Count Fraction: [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other] (See Condition 5 for alternatives) (l) Fallback provisions, rounding provisions [] and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [ ] per cent. per annum (b) Reference Price: [ ] (c) Any other formula/basis of [] determining amount payable: (d) Day Count Fraction in relation to [Conditions 7.5(c) and 7.10 apply/specify other] Early Redemption Amounts and late (Consider applicable day count fraction if not U.S. payment: dollar denominated) 18. Index Linked Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

63 (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Index/Formula: [give or annex details] (b) Calculation Agent: [give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)] (c) Party responsible for calculating the [] Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): (d) Provisions for determining Coupon [need to include a description of market disruption where calculation by reference to or settlement disruption events and adjustment Index and/or Formula is impossible or provisions] impracticable: (e) Specified Period(s)/Specified Interest [] Payment Dates: (f) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other] (g) Additional Business Centre(s): [ ] (h) Minimum Rate of Interest: [ ] per cent. per annum (i) Maximum Rate of Interest: [ ] per cent. per annum (j) Day Count Fraction: [ ] 19. Dual Currency Interest Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Rate of Exchange/method of [give or annex details] calculating Rate of Exchange: (b) Party, if any, responsible for [] calculating the principal and/or interest due (if not the Agent): (c) Provisions applicable where [need to include a description of market disruption calculation by reference to Rate of or settlement disruption events and adjustment Exchange impossible or provisions] impracticable: (d) Person at whose option Specified [] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 20. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ]

64 (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption Amount: [ ] (d) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee) 21. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee) 22. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 23. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: [Temporary Global Note exchangeable on and after the Exchange Date for a Permanent Global Note which is exchangeable for Deﬁnitive Notes [at the option of the Issuer exercisable at any time or at the request of the bearer on the expiry of [ ] days’ notice]/[in the limited circumstances described in the Permanent Global Note]]

65 [Temporary Global Note exchangeable on and after the Exchange Date for Definitive Notes] [Permanent Global Note exchangeable for Definitive Notes [at the option of the Issuer exercisable at any time or at the request of the bearer on the expiry of [ ] days’ notice]/[in the limited circumstances described in the Permanent Global Note]] (N.B. The exchange at the option of the Issuer/at the request of the bearer option should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6(a) includes language substantially to the following effect: ‘‘[F50,000] and integral multiples of [F1,000] in excess thereof up to and including [F99,000].’’ Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.)

25. Additional Financial Centre(s) or other [Not Applicable/give details] special provisions relating to Payment (Note that this paragraph relates to the place of Days: payment and not Interest Period end dates to which sub-paragraphs 16(c) and 18(g) relate)

26. Talons for future Coupons or Receipts to [Yes/No. If yes, give details] be attached to Deﬁnitive Notes (and dates on which such Talons mature):

27. Details relating to Partly Paid Notes: [Not Applicable/give details. N.B. A new form of amount of each payment comprising the Temporary Global Note and/or Permanent Global Issue Price and date on which each Note may be required for Partly Paid issues] payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

28. Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/give details] (b) Instalment Date(s): [Not Applicable/give details]

29. Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with ﬂoating rate interest calculation (including alternative reference rates))

30. Other final terms: [Not Applicable/give details] (When adding any other final terms consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

66 DISTRIBUTION 31. (a) If syndicated, names of Managers: [Not Applicable/give names] (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a ﬁrm commitment basis and names of the entities agreeing to place the issue without a ﬁrm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers.) (b) Date of [Subscription] Agreement: [ ] (The above is only relevant if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies). (c) Stabilising Manager(s) (if any): [Not Applicable/give name(s)] 32. If non-syndicated, name of relevant Dealer: [Not Applicable/give name] 33. U.S. selling restrictions: [Reg. S Compliance Category; TEFRA D Rules/ TEFRA C Rules/TEFRA not applicable] 34. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the ﬁnal terms required for issue and admission to listing on the Ofﬁcial List of the Luxembourg Stock Exchange and admission to trading on the regulated market of the Luxembourg Stock Exchange of the Notes described herein pursuant to the F3,000,000,000 Euro Medium Term Note Programme of Heineken N.V.

Signed on behalf of Heineken N.V.:

By: ...... Duly authorised

67 PART B – OTHER INFORMATION*

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69 HEINEKEN N.V. Group business description Heineken N.V. (‘‘Heineken’’ or the ‘‘Company’’ and, together with its subsidiaries, the ‘‘Heineken Group’’ or the ‘‘Group’’) is a leading international brewer, operating in approximately 170 countries. Heineken traces its roots back to 1864, when Mr. Gerard Adriaan Heineken purchased a brewery in Amsterdam. Following this acquisition, Heineken was incorporated under the laws of the Netherlands on 27 January 1873. Heineken is a public company with limited liability (naamloze vennootschap). The Company is domiciled in the Netherlands and operates under the laws of the Netherlands. Heineken’s subsidiaries, where applicable, operate under the laws of the various jurisdictions in which they carry on business. Heineken’s shares were listed for the first time on the Amsterdam Stock Exchange (currently Euronext Amsterdam by NYSE Euronext) on 6 January 1939. The Company is headquartered in Amsterdam, the Netherlands, and is registered at the Chamber of Commerce of Amsterdam, the Netherlands, under number 33011433. The Company’s registered office address is Tweede Weteringplantsoen 21, 1017 ZD, Amsterdam, the Netherlands. The Company’s telephone number is: +31 20 523 92 39. The Company’s internet address is: http://www.heinekeninternational.com. The principal object of the Company, which is set out in Article 2 of its Articles of Association, is the acquisition and alienation of interests and participations in other enterprises, companies and consortiums, the administration and financing thereof, the management of other enterprises and generally everything in connection therewith, all in the broadest sense.

Company, Strategy and Goals Heineken is the world’s most international brewer. The brand that bears the founder’s family name – Heineken – is available in almost every country of the world.1 Heineken confronts directly the challenges in many of its markets to deliver organic profit growth, but also focuses on building the long-term future of its brands and businesses. Key focus is on driving the growth of its brands and improving its financial performance by ensuring that acquisitions, partnerships and distribution strategies create value. The Company is also focused on enabling its employees to use their potential and building a true performance- based culture. Heineken aims for sustainable growth and to be a leading brewer in each of the markets in which it operates and to have the world’s most prominent brand portfolio. The Heineken brand plays an important part in this. Heineken establishes broad leadership usually by acquiring strong brands, which are combined into a new, larger company. Offering training to employees, improving the organisation and innovation continue to contribute considerably to top-line growth (see ‘‘Glossary’’). This results in economies of scale for both local beers and the Heineken brand. If a premium segment does not exist in a certain market yet, Heineken devotes all its energy to developing a premium segment with Heineken beer and, if feasible, specialty beers. Heineken aims at achieving number one or number two positions in the markets where it chooses to operate. The goal of Heineken is to grow the business in a sustainable and consistent manner, while constantly improving profitability. The four priorities for action include: 1. to accelerate sustainable top-line growth; 2. to accelerate efficiency and cost reduction; 3. to speed up implementation; Heineken commits to faster decision-making and execution; and 4. to focus on those markets where Heineken believes it can win.

Business Overview Heineken has the widest global presence2 of all brewers, operating in approximately 170 countries worldwide. With total annual sales of 147 million hectolitres (including sales of the Heineken Acquired Businesses (as deﬁned under ‘‘Acquisition of Scottish & Newcastle’’ below) of Scottish & Newcastle (‘‘S&N’’)), the Company is also among the largest brewers in the world.3 The Company

1 Based on Plato Logic World Beer report 2006 (October 2007 edition) 2 Based on Plato Logic World Beer report 2006 (October 2007 edition) 3 Based on Plato Logic World Beer report 2006 (October 2007 edition)

70 produces beer in more than 70 countries through over 130 of its breweries and also through other brewers under licence. The Company also has a strong export business, which is carried out mainly from the Netherlands. The production and sale of beer represents the Company’s main source of income and cash flow. The Company is also engaged in complementary businesses to its manufacturing brewing activities, such as beverage distribution. Heineken enjoys strong market positions and an efficient cost structure in many countries by combining the production, marketing and sale of the Company’s international brands and products (Heineken, Amstel and its specialty beers) with that of a range of prominent local beer brands. Market leading positions have been built by developing a cohesive portfolio of strong brands, which offer high added value for the Company’s customers and consumers. The Company’s principal international brands are Heineken and Amstel. The Heineken brand has one of the widest global presences of any beer brand and is the leading brand in Europe.1 Throughout all of the Company’s international markets, the quality and image of the Heineken brand enables it to be positioned as a premium product. These international brands are supplemented and supported by national and regional brands, and a range of specialty beers, light beers (low-calorie beers) and alcohol-free beers. The Company always looks to position its products at the higher added value end of the marketplace and it has very limited presence in the range of low-priced products. In terms of distribution, Heineken seeks to achieve optimum availability of its products in each market through alliances with independent distributors and/or via Heineken’s own beverage wholesalers. Heineken has strong networks of owned wholesalers in Europe (i.e. the Netherlands, the UK, France, Italy, Poland, Austria and, to a lesser extent, Spain, Switzerland and Ireland), which also supply (in addition to beer) a range of soft drinks, wines and spirits to the on-trade channel (i.e. restaurants, hotels, bars and cafeterias). The wholesale subsidiary companies specialise in distributing a full range of beverages, in particular, to the on-trade channel, which enables the Company to forge a direct link with the on-premises outlets. Heineken also produces soft drinks, generally where this manufacturing activity complements the distribution of beer. Innovation in products and draught systems is supporting the competitive position of the corporate brands. In pursuit of its commitment to quality, lower production cost, greater safety and lower environmental impact, the Company is constantly working to improve all the technical processes involved in brewing, packaging and supply chain management. Activities in these areas are co- ordinated by the Company’s research and development centre in the Netherlands. This centre makes its services available to Heineken and its associated breweries across six continents. Finally, the Heineken Group attaches great importance to having a policy on alcohol abuse and good social and environmental policies. This is reflected in the Group’s marketing campaigns around the world (http://www.enjoyheinekenresponsibly.com) and its corporate behaviour. Fit2Fight Fit2Fight (‘‘F2F’’), Heineken’s cost savings programme, aims to deliver EUR450 million gross fixed cost savings between 2005 and 2008. In 2007, Heineken delivered annual gross costs savings of EUR191 million. In the first half of 2008, Heineken realised additional gross cost savings of EUR84 million. This brings the cumulative annual savings to EUR390 million and completes 86 per cent. of the total EUR450 million target for 2008. The remaining EUR60 million will be realised in the second half of 2008. Related exceptional restructuring costs in 2007 totalled EUR57 million before taxes, mostly related to redundancy costs. Exceptional costs related to F2F totalled EUR59 million in the first six months of 2008, of which 85 per cent. were cash costs. Exceptional charges relating to F2F for the second half of the year are estimated at EUR40 million. The F2F fixed costs ratio (see ‘‘Glossary’’) decreased to 30.7 per cent. from 33.1 per cent. for 2006 and from 34.9 per cent. for 2005. When comparing half-year figures, the F2F fixed costs ratio improved further to 29.6 per cent. from 31.5 per cent. in June 2007. Cost saving activities within F2F developed during 2007 included the introduction of shared services and the streamlining of distribution activities in Italy, France, the Netherlands and Austria. Additional cost savings resulted from the transfer of beer production from the old brewery in Seville, Spain, to a new highly efficient brewery also in Seville, Spain. Savings generated in 2007 in the supply chain totalled EUR110 million whilst gross savings in the beverage wholesale operations amounted to EUR44 million. Greater efficiency amongst support functions accounted for the remaining EUR37 million of savings. Regionally, Western Europe contributed EUR104 million to the savings, Central and Eastern Europe EUR55 million,

1 Based on Plato Logic World Beer report 2006 (October 2007 edition)

71 Africa and the Middle East EUR22 million and the other regions and Head Ofﬁce accounted for the remaining EUR10 million. In the ﬁrst half of 2008, Western Europe generated the majority of the savings, contributing EUR41 million, or 49 per cent., followed by Central and Eastern Europe with EUR28 million (33 per cent.). 63 per cent. of the savings was related to supply chain initiatives. Other initiatives, including the implementation of shared service centres, particularly in Poland and Italy, generated 16 per cent. Further rationalisation in distribution contributed 21 per cent.

Regional Business Overview Heineken divides its global operations into five geographic segments: Western Europe, Central and Eastern Europe, the Americas, Africa and the Middle East and Asia Pacific. Europe accounts for over half of the Group’s beer sales volume. The Company has an excellent spread in source of profit generation. The main profit generating markets of the Heineken Group are (in no particular order): the Netherlands, the United Kingdom, the United States of America (USA), France, Spain, Italy, Austria, Greece, Poland and Nigeria.

The overview of revenue, EBIT (beia) (see ‘‘Glossary’’) and consolidated beer volume per regional business segment is shown below.

Geographical segments1

Full year ﬁgures 2007 2006

Revenue (In millions of EUR) Western Europe...... 5,450 5,351 Central and Eastern Europe ...... 3,686 3,359 The Americas ...... 2,043 1,975 Africa and the Middle East ...... 1,416 1,182 Asia Paciﬁc ...... 597 560

EBIT (beia) (In millions of EUR) Western Europe...... 665 633 Central and Eastern Europe ...... 444 364 The Americas ...... 278 267 Africa and the Middle East ...... 329 234 Asia Paciﬁc ...... 100 95

Consolidated beer volume (mhl) Western Europe...... 31.9 32.1 Central and Eastern Europe ...... 51.1 46.9 The Americas ...... 13.7 13.2 Africa and the Middle East ...... 15.7 13.3 Asia Paciﬁc ...... 7.4 6.4

Note The 2006 and 2007 ﬁgures have been derived from the historical ﬁnancial statements and are not adjusted for the change in accounting treatment of joint ventures as from 1 January 2008.

Worldwide beer consumption is expected to grow by 2.0 per cent. to 3.0 per cent. annually. Underlying growth forecasts for the different regions vary substantially. In developed markets (Western Europe, USA, Australia and Japan), the overall growth rate is forecast to be close to zero.2 Growth in these markets will be mainly realised in the premium/import and specialty segments, which is expected to grow annually by approximately 4.0 per cent. until 2010, at the expense of mainstream/economy beers. Within the premium segment the international premium segment is expected to grow over 6.0 per cent. annually until 2010. During the ﬁrst half of 2008,

1 Table does not include Head Ofﬁce/eliminations 2 Based on AC Nielsen Market Data

72 Heineken acquired an additional share of the international premium segment; the Company now has over 20 per cent. market share in this segment.1

In developing regions (Central and Eastern Europe, Latin America, Asia and Africa), beer consumption is growing at the solid rate of 3.0 per cent. to 4.0 per cent. per annum. Increased beer consumption is driven by population growth, increasing disposable income and a shift from the consumption of traditional (hard) liquors towards beer. Mainstream beers are showing the strongest growth here, while segments like the higher priced premium and specialty brands offer potential in the long-term.

Western Europe In Western Europe, Heineken realised strong proﬁt growth driven by the premiumisation (an increasing focus on luxury and status products) of the beer market, higher prices and the delivery of cost savings resulting in an EBIT (beia) increase of 5.1 per cent. to EUR665 million in 2007. Revenue grew 1.9 per cent. to EUR5,450 million. In 2007, Heineken continued to invest in its key brands and in innovation.

The 2007 consolidated beer volume in Western Europe was 0.6 per cent. lower than 2006 at 31.9 million hectolitres. Higher volumes were achieved in Spain, Italy, the United Kingdom and Ireland and in the export markets in the Nordic region. However, lower volumes in France, the Netherlands and Switzerland offset these gains. Despite this challenging environment, the Heineken brand continued to gain market share, growing volume in the premium segment by 7 per cent. All countries in the region recorded higher volumes of the brand, with Spain, France and Italy accounting for 70 per cent. of the total increase. In the ﬁrst half year of 2008, the organic consolidated beer volume in Western Europe was lower as markets were affected by weakening economies, smoking bans and the impact on volumes of the substantial price increases.

The Netherlands Heineken enjoys broad leadership in its home market and produced and sold 5.5 million hectolitres beer during 2007, of which 3.2 million hectolitres were under the Heineken brand. Brands sold in the Netherlands include Heineken, Amstel, Brand, Lingen’s Blond, Murphy’s Irish Red and Wieckse Witte. The biggest of the three Dutch breweries is situated in Zoeterwoude and produces over 10 million hectolitres for the Dutch market and USA market. The brands produced in Zoeterwoude include Heineken, HPL and Amstel Light. The other two breweries are located in Den Bosch and Wijlre. Innovation initiatives proceeded at fast pace in the Heineken brand’s home market: Extra Cold beer installations are now available in 10 per cent. of the on-trade outlets where Heineken’s brands are served. The ﬁrst of a new Amstel franchise bar, the Loca cafes, was opened in 2007 with more to follow in 2008. A new cider-based drink, Jillz, was tested in two Dutch cities and resulted in positive consumer and on-trade reactions. The rollout of Jillz was completed in 2008.

France Brands sold in France include Heineken, Amstel, Pelforth, ‘33’ Export, Buckler, Desperados and Murphy’s Irish Stout. In 2007, the Heineken brand increased its market share, posting a 7 per cent. increase, driven primarily by continuous innovation and the introduction of new consumer packs. In the last quarter of 2007, the Heineken brand gained the leading position2 in the off-trade segment. The Pelforth Blonde brand developed positively during the year. On 30 May 2008, the Company announced an investment in its breweries in France and a reorganisation of its production units in order to drive efﬁciency improvements. The reorganisation will further focus Heineken’s business in France on the branded and growing premium segments of the market. The reorganisation includes an investment of EUR124 million over the next three years to upgrade the breweries in Mons-en-Barul (Northern France), Schiltigheim (Alsace) and Marseille. Brasserie Fischer in Schiltigheim will be closed by the end of 2009 and production will be gradually transferred to the l’Espe´rance brewery, which is also located in Schiltigheim. Finally, the Saint Omer brewery, the non-branded beer business has been sold in 2008.

1 Presentation Heineken half-year results, August 2008 2 Based on AC Nielsen Market Data

73 Spain Brands sold in Spain include Heineken, Amstel, Cruzcampo, Buckler, Guinness, Legado de Yuste and Murphy’s Irish Red. In 2007, the volume at Heineken Espanã grew healthily and its market share improved. The Heineken brand was the main driver behind the improved performance. Volume of the brand grew almost 8 per cent. as a result of focused and innovative marketing, the successful nationwide introduction of DraughtKeg (a portable draught beer system, including a 5 litre keg, for the off-trade channel, first introduced by Heineken in 2005) and the rollout of the Extra Cold beer programme. Cruzcampo, Heineken Espanã’s mainstream brand, grew 2 per cent. in Andalusia, its home region. Cruzcampo lager benefited from the perceived positive features of the recently introduced Cruzcampo Light, which sold 60,000 hectolitres during the year. The brewery in Seville is now complete and, as planned, has fully replaced the old brewery in the city in the first quarter of 2008. This is expected to lead to significant savings in production and logistics costs.

Italy Brands sold in Italy include Heineken, Amstel, Birra Moretti, Dreher, Ichnusa, Classica von Wunster, McFarland, Murphy’s Irish Stout, Prinz and Sans Souci. In 2007, volume of Heineken Italia increased, driven by positive performances of its key brands Heineken and Birra Moretti. The Heineken brand grew 5.4 per cent. and reached the 1.5 million hectolitres mark; Moretti continued to grow, selling more than 2 million hectolitres in 2007, extending its leadership in the off-trade segment. The rollout of Moretti 0/0, the alcohol free beer, is still in process and on track. Additionally, the Ten-Can, a 10 litre keg, which can be combined with the mobile Xtreme draught beer unit, was successfully launched during 2007.

The United Kingdom After the S&N acquisition in 2008, Heineken is the leading1 beer brewer and beverage distributor in the United Kingdom. Brands sold in the United Kingdom include Foster’s, Kronenbourg 1664, Heineken, Amstel, John Smith’s, Strongbow Cider and Murphy’s Irish Red. More detailed information regarding the S&N acquisition can be found under the paragraph ‘‘Developments in 2008’’. The Heineken / S&N combination is the market leader in the UK beer and cider market with a market share of approximately 28 per cent. in 2007.2 In the UK cider market, S&N is market leader with the Strongbow and Bulmers Original brands.3 Strongbow accounts for almost half of the mainstream segment and over one-third of total cider. Bulmers Original focuses on the premium segment. In the United Kingdom, S&N has four breweries and a cider production plant, of which the Berkshire Brewery will be closed by early 2010. Furthermore, the consumer acceptance of the premium positioning of the Heineken brand is rising further, also driven by the high-proﬁle introduction of the DraughtKeg and the ‘‘continental pour’’ advertising campaign in 2007.

Ireland During 2007, the Heineken brand continued to grow its volume in the Irish market by 3.5 per cent. and, in combination with the positive price and sales mix effect, drove the growth in revenue and EBIT (beia).

Central and Eastern Europe In 2007, beer consumption in Central and Eastern Europe was exceptionally strong as a result of the mild winter and spring. Consolidated volume increased organically by 8.3 per cent., with Russia, Poland and Romania as major contributors. Acquisitions in 2007 in the Czech Republic (Krusovice brewery) and Germany (Schmucker brewery) contributed 287,000 hectolitres. Growth in the region is driven in part by an increase in purchasing power and a structural shift from spirits to beer. Economic growth in new member states of the European Union and the development of a modern off-trade channel also continues to play an important role in the long-term growth of beer consumption of the region. With growing income levels across many markets, the interest in premium beers is increasing strongly. During 2007, the Heineken brand added more than 400,000 hectolitres (an increase of 19 per cent.) to volume in Central and Eastern Europe, driven by initiatives such as the introduction of

1 Based on AC Nielsen Market Data 2 Based on AC Nielsen Market Data 3 Based on AC Nielsen Market Data

74 clear plastic labels in Romania and Hungary, the installation of 11,000 Extra Cold draught beer units, the introduction of DraughtKeg and innovative advertising campaigns. Russia, Greece and Poland were major drivers of growth of the Heineken brand. In 2008, Heineken continued its rollout of the Extra Cold programme, reaching a total of 20,500 installations. A DraughtKeg line was installed in the brewery in St. Petersburg, in order to meet the strong demand of this package that sold 10,000 hectolitres in the first six months. During the first half of 2008, Central and Eastern Europe experienced growth of consolidated beer volume. In 2007 and the first half year of 2008, Heineken continued the expansion of its business in the region through a series of targeted acquisitions. In the second half of 2007, the Krusovice brewery in the Czech Republic and the Syabar Brewing Company in Belarus were acquired. In February 2008, Heineken also completed the acquisition of the Rodic brewery in Novi Sad, Serbia. In early 2008, Heineken established a partnership with Efes Breweries International (‘‘EBI’’) that will invest in the growing Uzbek beer market. For further reference on the above acquisitions, see the paragraph ‘‘Developments in 2008’’ below.

Austria Brands sold in Austria include Heineken, Zipfer, Edelweiss, Go¨sser, Kaiser, Puntigamer and Schlossgold. Beer volume of Brau Union Austria was stable as the growth of the Heineken and Go¨sser brands was offset by lower volume of low-priced beers. Volume of the Heineken brand, in particular, increased strongly by almost 20 per cent., partly driven by BeerTender (BeerTender is a beer draught system for use at home, developed by Heineken and electronics company Krups combining a very small home tapping installation with readily bought small beer kegs) volumes and the success of the introduction of the 50cl one-way bottle. BeerTender has now sold more than 40,000 appliances since its introduction in 2005. Domestic volume of the Go¨sser brand increased, mainly due to the introduction of Go¨sser Natur Radler in the ﬂavoured specialty beer segment. Volume of the Zipfer brand remained stable. Heineken Austria increased prices in March and April 2007, which together with the higher volume, resulted in an increase in revenue. Further efﬁciency improvements in the production and restructurings in all parts of the company drove a double-digit increase in EBIT (beia).

Greece Brands sold in Greece include Amstel, Heineken, Alfa, Buckler, Desperados, Fischer, McFarland, Murphy’s Irish Stout and Zorbas. After several years of stagnation, the beer market showed growth in 2007 as a result of a mild winter, a hot summer, and higher tourist numbers.1 Athenian Brewery grew its beer volume organically by 5.4 per cent. in 2007. Volume of the Heineken brand grew 10 per cent., beneﬁting from packaging innovations (DraughtKeg, BeerTender and Extra Coldbeer) and the marketing activation programmes around the 2007 Champions League soccer ﬁnal in Athens. Domestic volume of the Heineken brand came close to one million hectolitres. Amstel, the leading mainstream brand in Greece, grew volume by 4 per cent., in part due to the successful introduction of Amstel Pulse, in both the on-trade and off-trade channels. Revenue and EBIT (beia) saw double-digit growth.

Poland Brands sold in Poland include Heineken, Zywiec, Specjal Warka, Strong, Tatra, Warka Jasne Pelne, Krolewskie, Kujawiak and Lezajsk. Beer volume increased 7.3 per cent. in 2007, with a stronger performance in the high-end segments of the market. In particular, the Heineken brand displayed a strong performance, growing by 13 per cent. and gaining share in the international premium segment. Zywiec, the national premium brand, had growth in the high single digits, driven by higher domestic volumes and an increase in exports mainly to the USA and the United Kingdom. As a result of its double-digit volume growth, Warka’s market share grew. Revenue of Grupa Zywiec saw double digit growth, with volumes accounting for half of the increase and higher prices, a better sales mix and beneﬁcial exchange rates accounting for the remainder. EBIT (beia) grew signiﬁcantly, helped by costs savings in production and the introduction of a shared service centre.

1 According to the Institute of Tourism Research and Forecasts (ITEP)

75 Russia Brands sold in Russia include Heineken, Botchkarov, Amstel, Ochota, Pit, Three Bears, Zlaty Bazant, Okskoye, Rusich, Sedoy Ural, Shikan, Sobol, Solyanaya Pristan, Volga and Zhigulevskoye. In 2007, the winter and spring were exceptionally mild in Russia leading to exceptionally strong demand. Beer volume of Heineken Russia grew 16 per cent., passing 15 million hectolitres. Total volume of the seven strategic brands (the ﬁrst seven brands mentioned above), representing around 60 per cent. of the portfolio, grew faster than the overall market, increasing 18 per cent. Volume of the Heineken brand grew nearly 40 per cent. Amstel Pulse continued to develop well, driven by consistent marketing, the introduction of a 50cl bottle and the increase in numerical distribution. Ochota, the Company’s key brand in the mainstream segment and Three Bears (positioned at the top end of the economy segment) grew strongly. Volume of the Botchkarov brand was slightly lower. Revenue grew by double digits, despite the effect of the lower rouble against the euro. EBIT (beia) increased, driven by the effect of higher revenue that was only partially offset by the impact of higher input costs and marketing investments. Headcount at the breweries was reduced and production capacity is being upgraded and expanded.

Germany The German market declined in 2007 as a result of poor weather and challenging comparison with higher volumes of the World Cup Football year of 2006. Volume at Brau Holding International, Heineken’s Joint Venture with the Schoerghuber Group, was 1 per cent. lower. Volume of the Paulaner brand grew 8 per cent., driven by the success of its Weissbier and the strength of the exports to the USA, the United Kingdom and continental Europe. Volumes of the Kulmbacher and Karlsberg brands were lower. Revenue was lower, but EBIT (beia) grew as a result of strict cost control and improvement in sales mix.

The Americas In 2007, the markets in the region developed well and witnessed continued growth. Consolidated beer volume grew 3.8 per cent., mainly driven by Argentina, Canada and the USA. With strong positions throughout the region, volume of the Heineken brand grew by 5.9 per cent. to 9.1 million hectolitres.1 Both Molson-Coors and Fomento Econo´mico Mexicano (‘‘Femsa’’) renewed the Heineken brand import and licence agreements for Canada and Brazil, respectively. In the USA, the Company’s largest market in the Americas, the brand is the centrepiece of a combined Mexican and European beer portfolio, the two biggest categories in the import segment. Revenue increased 3.4 per cent. to over EUR2 billion, of which 8.8 per cent. was organic growth (see ‘‘Glossary’’). This growth was driven by price increases across the region and higher volumes in Argentina, Chile and the USA, which were only partly offset by the effect of the lower Chilean peso and Caribbean currencies. EBIT (beia) increased 4.1 per cent. as the much better operating performance was in part offset by the effect of unfavourable exchange rate ﬂuctuations against the euro. Despite a weakening US economy, the regional beer volumes were unchanged in the ﬁrst half of 2008.

USA Brands sold in the USA include Heineken, Heineken Premium Light, Amstel Light, Moretti, Zywiec, Murphy’s Stout, Afﬂigem and Buckler as well as Dos Equis, Tecate, Sol, Carta Blanca and Bohemia through a distribution agreement with Femsa. In the USA, the Heineken Group has no local production facilities and all beer is imported from the Netherlands or Mexico. The total US beer market grew approximately 1 per cent. in 2007 with import segment growth of 2.5 per cent., once again outperforming domestic beer growth. Over 70 per cent. of the import beer growth was generated by Heineken USA. The specialty beers segment also showed further growth. Heineken USA grew volume of its combined portfolio of Dutch and Mexican import brands by 6 per cent. despite a substantial price increase of 3.5 per cent. at the start of 2007 and lower discounts, which together translated into an average consumer price increase of around 5-6 per cent. in the key trade channels. Beer sales volume excluding the Femsa brands grew 3.0 per cent. to 7.7 million hectolitres whilst depletions (see ‘‘Glossary’’) increased 2.3 per cent. Sales volume for the Heineken brand totalled 6.8 million hectolitres. Heineken Lager and Heineken Premium Light increased sales volume by 2.7 per cent. and 20 per cent., respectively, and depletions increased by 1 per

1 Based on AC Nielsen Market Data

76 cent. and 27 per cent., respectively. Sales of both beers in DraughtKeg developed well across the USA and marketing investment in both brands was increased. Heineken Premium Light continues to unlock its long-term brand potential and repeat purchase rates remain high. The BeerTender concept started its roll out nationwide in 2008. Sales and depletions volume growth of the Mexican brands was 14 per cent., signiﬁcantly exceeding segment growth. This excellent performance was driven by the rapid growth of the Dos Equis brand (growth of 17 per cent.) and the Tecate brand (growth of 13.6 per cent.), the latter in part driven by the introduction of Tecate Light in selective regions of the USA. In April 2007, Heineken USA and Femsa announced a 10-year extension of their existing relationship in the USA starting 1 January 2008. Under the terms of the agreement, Heineken USA will be the exclusive importer, marketer and seller of the Femsa beer brands. Sales and depletions volume of Amstel Light were 11 per cent. lower due to weak off-trade performance in the Northeast Region. Heineken USA has appointed a new advertising agency for the brand and has introduced a new proposition for the brand based on its history, high quality and Amsterdam origin in 2008. In May 2008, a new campaign for Amstel Light was launched in the USA. During 2007, revenue of Heineken USA grew by 8 per cent. organically driven by higher volumes and prices. During that year, Heineken USA successfully reorganised its sales force and further lowered costs in the supply chain. EBIT (beia) growth was in single digits, driven by higher prices, higher volumes and favourable shifts in the sales mix.

Canada Volume growth at Heineken Canada outpaced the overall beer market growth signiﬁcantly. Despite price increases, volume of the Heineken brand grew 15 per cent., driven by the positive effects of the renewed import agreement, the strong efforts of Heineken’s partner, Molson-Coors Brewery Company, and the success of the DraughtKeg.

Chile and Argentina During 2007, beer volumes of CCU, Heineken’s joint venture with Quin˜enco in Chile and Argentina, grew 4 per cent. and 11 per cent., respectively, driven by good performance from the Heineken, Escudo and Schneider brands. Total Group beer volume of CCU in Chile and Argentina amounted to 7.6 million hectolitres in 2007. The soft drink, wine and spirits business also posted strong volume increases. Volume of the Heineken brand increased 24 per cent., gaining market share in the premium segment despite increased competition. EBIT (beia) grew organically by a double-digit rate, driven by higher volumes.

The Caribbean During 2007, consolidated beer volume was lower and EBIT (beia) was stable in an environment that was characterised by lower tourist numbers, extreme weather conditions and a weak economy particularly in Puerto Rico. Locally produced and imported volume of the Heineken brand grew slightly, driven by the introduction of DraughtKeg and Heineken Premium Light in several markets.

Africa and the Middle East The increasing worldwide demand for, and rising prices of, African minerals continues to drive economic development and improve purchasing power, making beer more affordable. Foreign investment in the region continues to grow and the expansion in infrastructure is opening up new markets. In a number of countries, the emergence of a distinct middle class has increased the demand for international premium beers. During 2007, consolidated beer volume of Heineken grew 18 per cent. to 15.7 million hectolitres driven by improved economic conditions and increased stability in the region. In Nigeria and the Democratic Republic of Congo (‘‘DRC’’) particularly, the beer market expanded rapidly and these two countries accounted for a substantial part of the regional volume growth. Bralima, the Company’s operating company in the DRC gained market share driven by growth of the Primus brand. In Nigeria, the market share of Heineken increased 2.6 per cent. Across the region, volume of the Heineken brand grew almost 40 per cent. to 1.6 million hectolitres. Volume growth was particularly strong in Nigeria, South Africa and the Middle East. Volume of Amstel in the region, excluding South Africa, grew 8 per cent. During 2007, Heineken expanded several agricultural projects in the region with the aim of increasing the local supply of raw materials and reducing dependence on high-priced imported malt and barley. Heineken is growing part of its own grain requirements in Nigeria, Ghana, Sierra Leone, Rwanda and Egypt, whilst similar projects are under way in Burundi and the DRC. Revenue in the region

77 grew 20 per cent., driven by strong volumes in particular in Nigeria, South Africa and Central Africa, and price and sale mix improvement, despite an adverse effect of 6 per cent. as a result of weakening of local currencies against the euro. EBIT (beia) increased 41 per cent. Heineken is expanding its presence throughout Africa and the Middle East. Breweries are under construction in the DRC, Tunisia and South Africa. At the start of 2008, Heineken acquired Tango Brewery, the second largest brewer in Algeria. In the ﬁrst half of 2008, consolidated beer volume grew in the Africa region.

Nigeria Brands sold in Nigeria include Heineken, Star, Gulder, Amstel Malta, ‘‘33’’ Export, Hi-Malt, Legend and Maltina. Strong economic growth in the country continues, supported by high oil prices. During 2007, the beer market increased approximately 12.5 per cent. driving volume growth of both Nigerian Breweries Plc. and Consolidated Breweries Ltd. The combined volume grew more than 17 per cent. to 8.4 million hectolitres and market share increased. Volume of the Heineken brand grew by 75 per cent., whilst volume of the Star and ‘‘33’’ Export brands grew by double figures in the growing lager segment. The introduction of the Fayrouz brand in Nigeria was well received by consumers and the brand produced good volumes in its first year with excellent potential for future growth. Revenue and EBIT (beia) increased substantially despite the effect of the weaker Nigerian naira. The increase was driven by strong volumes, price increases implemented at the end of 2006 and 2007, and efficiency improvements.

South Africa Brandhouse (the distribution joint venture between Heineken, Diageo and Namibian Breweries for South Africa) was expanded and reorganised to cater for the increase in business as a result of the addition of the Amstel brand to its portfolio. European-brewed Amstel in cans and one-way bottles is now fully available in the market. Although the temporary route to market is not proﬁtable, it is a necessary interim step until the proﬁtable local production commences. This is expected to start by the end of 2009 and until this point, volume of the Amstel brand will be temporarily lower although the brand is currently regaining market share. Heineken has started construction in the Gauteng province for the new brewery. Volume of the Heineken brand grew more than 70 per cent. in South Africa during 2007.

Egypt The beer market in Egypt continued its steady growth, driven by higher tourist numbers. Total volume (beer, soft drinks and Fayrouz) of Al Ahram grew in line with the market, driven by the Heineken and Sakara brands. Substantial cost savings were achieved in production and the number of stock-keeping units was reduced by 30 per cent. following a review of the product portfolio. Revenue grew organically and EBIT (beia) increased substantially during 2007.

Asia Pacific In a large part of the region, Heineken operates through Asia Pacific Breweries (‘‘APB’’), its joint venture with Fraser and Neave, Limited. Consolidated beer volume grew by approximately 1 million hectolitres in 2007, driven largely by growth in Vietnam, New Zealand and Cambodia as well as the first-time consolidation of acquisitions in Vietnam. Volume of the Heineken brand grew 11 per cent. to 3.9 million hectolitres, driven by strong growth in Vietnam, Taiwan, South Korea, Malaysia, China and New Zealand. Volume of the Heineken brand was lower in Thailand where a weaker economy and trade and advertising restrictions held back growth. The Heineken brand extended its position as the leading international premium beer in the region. Tiger beer expanded its international footprint further through the expansion of the number of export markets and the start of local production in Mongolia. Revenue grew by 6.6 per cent. and EBIT (beia) increased 5.3 per cent., driven by higher volumes, strict cost control and a better sales and price mix. Profit growth was held back by the impact of weaker currencies against the euro, integration costs of recently acquired breweries and gestation expenses related to the greenfield breweries in the region. In addition, profit in 2006 was favourably affected by royalty restitutions. Breweries are under construction in India and Laos, and expected to be completed at the end of 2008. The new brewery in Mongolia was completed in 2007. In Asia Pacific, consolidated beer volume grew during the first half of 2008.

78 Singapore During 2007, APB benefited from growth in the beer market driven by the good economy, better export volume and a rise in contract brewing volume. An influx of foreign brands expanded the beer market, but increased competition. In particular, the Heineken and Tiger brands contributed to volume growth. Vietnam The strong economy in Vietnam continues to have a positive impact on beer consumption. The breweries of APB achieved strong volume growth, particularly in the southern and central regions of the country. The Heineken brand continued to outperform the market. The newly acquired brands LaRue and Foster’s, the latter produced under licence, developed positively. EBIT (beia) grew driven by better prices and higher volume. The three breweries that were acquired at the end of 2006 and in 2007 in the central and southern part of the country have now been successfully integrated and synergies in costs, brand portfolio and distribution were realised. Cambodia Cambodia Brewery, which is 80 per cent. owned by APB, further consolidated its position in the market during 2007. As a result of good distribution and efficient and effective marketing programmes, results in terms of volume and profitability improved significantly in a market that is growing 15 per cent. annually. Anchor and Tiger continue to be the leading brands in the market. China The market remains challenging with low selling prices and increase in input costs. The Heineken brand continues to perform well in China with 13 per cent. growth in 2007, despite its 600 per cent. price premium versus local mainstream beers as a consequence of low local beer prices. Thailand In 2007, the growth in the Thai beer market was mainly limited to the mainstream and low- priced segments of the market as a result of the economic uncertainties in the country, and consumption, distribution and advertising restrictions. Volume of Thai Asia Pacific Breweries was lower, but volume of the Tiger brand grew at a double-digit rate. Indonesia Volume of Multi Bintang Indonesia was marginally lower; but volume of the Heineken brand once again grew strongly during 2007. As a result of excellent execution in the market and improved efficiency, EBIT (beia) improved organically. Taiwan In Taiwan, volume of the Heineken brand grew 17 per cent. during 2007 and continued to improve its market share. Heineken is now the number one international premium beer in the country. South Korea Volume of the Heineken brand grew by more than 40 per cent. in 2007 as a result of increased penetration in the various distribution channels. Consumers’ awareness and preference for the brand also increased as a result of inaugural TV commercials in 2007 and the brand gained momentum as the leading international premium beer.

79 Organisational Structure The organisational and ownership structure of Heineken Holding N.V. and the Company is outlined in the following chart.

Holding companies of L’Arche Green N.V. the Heineken Family 88.42% Greenfee B.V. 11.58%

Free float 41.22% Heineken Holding N.V. L’Arche Green N.V. 58.78%

Board of Directors

Free float 49.995% Heineken N.V. Heineken Holding N.V. 50.005%

Supervisory Board Legal entities Share Ownership Executive Board Management

Regional Management Group Departments

Operating Companies

80 Heineken is the parent company of the Heineken Group. The following companies are the most signiﬁcant fully consolidated subsidiaries of Heineken as of 30 June 2008:

Country of Company incorporation Percentage interest

Heineken Nederlands Beheer B.V. The Netherlands 100.0 Heineken Brouwerijen B.V. The Netherlands 100.0 Heineken Nederland B.V. The Netherlands 100.0 Heineken International B.V. The Netherlands 100.0 Heineken Supply Chain B.V. The Netherlands 100.0 Amstel Brouwerij B.V. The Netherlands 100.0 Amstel Internationaal B.V. The Netherlands 100.0 Vrumona B.V. The Netherlands 100.0 B.V. Beleggingsmaatschappij Limba The Netherlands 100.0 Brand Bierbrouwerij B.V. The Netherlands 100.0 Beheer- en Exploitatiemaatschappij Brand B.V. The Netherlands 100.0 Heineken CEE Holdings B.V. The Netherlands 100.0 Heineken CEE Investments B.V. The Netherlands 100.0 Heineken Beer Systems B.V. The Netherlands 100.0 Heineken France S.A.S. France 100.0 Heineken Espan˜a S.A. Spain 98.6 Heineken Italia S.p.A. Italy 100.0 Athenian Brewery S.A. Greece 98.8 Brau Union AG Austria 100.0 Brau Union O¨ sterreich AG Austria 100.0 Grupa Zywiec S.A. Poland 62.0 Heineken Ireland Ltd. Ireland 100.0 Heineken Hunga´ria So¨rgya´rak Zrt. Hungary 100.0 Heineken Slovensko, a.s. Slovakia 100.0 Heineken Switzerland A.G. Switzerland 100.0 Karlovacka Pivovara d.d. Croatia 100.0 Mouterij Albert N.V. Belgium 100.0 Ibecor S.A. Belgium 100.0 Afﬂigem Brouwerij BDS N.V. Belgium 100.0 N.V. Brouwerijen Alken-Maes Brasseries S.A. Belgium 99.65 Scottish & Newcastle UK Ltd. United Kingdom 100.0 Sociedade Central de Cervejas et Bebidas S.A. Portugal 100.0 Oy Hartwall Ab Finland 100.0 Dinal LLP Kazakhstan 100.0 Heineken USA Inc. USA 100.0 Starobrno a.s. Czech Republic 100.0 Kra´lovsky Pivovar Krusˇovice a.s. Czech Republic 100.0 Heineken Romania S.A. Romania 98.2 Bere Mures S.A. Romania 100.0 LLC Heineken Breweries Russia 100.0 JSC KPBN Shikhan Russia 99.8 LLC Volga Brewing Company Russia 100.0 LLC Heineken Brewery Siberia Russia 100.0 LLC Company PIT, Kaliningrad Russia 100.0 LLC PIT Novotroitsk Russia 100.0 JSC Amur-Pivo Russia 100.0 CJSC Brewing Company ‘Syabar’ Belarus 96.0 Brauerei MB d.o.o. Serbia 100.0 Commonwealth Brewery Ltd. Bahamas 53.2 Windward & Leeward Brewery Ltd. St. Lucia 72.7 Cervecerias Baru´-Panama, S.A. Panama 74.9 Nigerian Breweries Plc. Nigeria 54.1 Consolidated Breweries Ltd. Nigeria 50.1 Al Ahram Beverages Company S.A.E. Egypt 99.9

81 Country of Company incorporation Percentage interest

Brasserie Lorraine S.A. Martinique 83.1 Surinaamse Brouwerij N.V. Surinam 76.1 Grande Brasserie de Nouvelle Cale´donie S.A. New Caledonia 87.3 Brasserie Almaza S.A.L. Lebanon 67.0 Brasseries, Limonaderies et Malteries ‘Bralima’ S.A.R.L. Democratic Republic of Congo 95.0 Brasseries et Limonaderies du Rwanda ‘Bralirwa’ S.A. Rwanda 70.0 Brasseries et Limonaderies du Burundi ‘Brarudi’ S.A. Burundi 59.3 Brasseries de Bourbon S.A. Re´union 85.7 Tango S.A.R.L Algeria 100.0 P.T. Multi Bintang Indonesia Tbk. Indonesia 84.5

The following companies are the most signiﬁcant joint ventures of Heineken as of 30 June 2008. These companies are as of 1 January 2008 no longer proportionally consolidated. For further reference on the above, see paragraph ‘‘Developments in 2008’’ below.

Country of Company incorporation Percentage interest

BrauHolding International GmbH & Co KgaA Germany 49.9 Zagorka Brewery A.D. Bulgaria 49.0 Pivara Skopje A.D. Macedonia 27.6 Brasseries du Congo S.A. Democratic Republic of Congo 50.0 Asia Pacific Investment Pte. Ltd. Singapore 50.0 Asia Pacific Breweries (Singapore) Pte. Ltd. Singapore 41.9 Shanghai Asia Pacific Brewery Co. Ltd. China 44.6 Hainan Asia Pacific Brewery Ltd. China 46.0 South Pacific Brewery Ltd. Papua New Guinea 31.8 Vietnam Brewery Ltd. Vietnam 25.2 Cambodia Brewery Ltd. Cambodia 33.5 DB Breweries Ltd. New Zealand 41.9 Compan˜ıá Cervecerıás Unidas S.A. Chile 33.1 Tempo Beverages Ltd. Israel 40.0 Asia Pasific Brewery (Lanka) Ltd. Sri Lanka 25.2 Nouvelle de Brasserie S.A. ‘‘SONONBRA’’ Tunisia 49.9 Heineken Lion Australia Pty. Australia 50.0 United Breweries Ltd. India 37.5

Developments in 2008 Acquisition of Tango Brewery On 14 January 2008, Heineken announced the acquisition of Tango Brewery (‘‘Tango’’), the second largest brewery in Algeria. Heineken acquired and completed Tango S.A.R.L. from the Group Mehri. The transaction will be earnings enhancing in 2008 and value enhancing in 2012. Tango employs 350 staff and operates a modern brewing facility in Rouiba, 30 km from Algiers, the capital of Algeria. The brewery has been operational since 2001 and has a production capacity of 750,000 hectolitres. The brand portfolio consists of the leading national mainstream beer brand Tango, and two brands in the economy segment, Samba and Fiesta. The combined volume of the acquired brands and Heineken totals 140,000 hectolitres. The Heineken brand, currently imported, will be brewed in Algeria from 2008. The transaction has been funded from existing cash resources.

82 Acquisition of Rodic On 12 February 2008, Heineken completed the acquisition of the Rodic Brewery, in Novi Sad, Serbia by way of acquiring 100 per cent. of the shares. Heineken aims to combine its operations in Serbia with the operations of EBI. The Rodic Brewery was established in 2003 and employs 282 employees. The Rodic Brewery facility is a state-of-the-art, 1.5 million hectolitre brewery, located in Novi Sad, northern Serbia. The company’s portfolio consists of the beer brands MB Premium, MB Pils and Master.

Partnership with Efes Breweries In early 2008, Heineken established a partnership with EBI that will invest in the growing Uzbek beer market. In addition, both companies are merging their respective brewing operations in Serbia and Kazakhstan leading to number two market positions in both countries. In Serbia, the partnership between EBI and Heineken is progressing as planned. On 22 August 2008, the partnership agreement between Heineken and EBI for the Serbian market was formalised with the creation of Central Europe Beverages B.V., in which Heineken owns 72 per cent. of the shares. The merger of the brewing operations in Kazakhstan is also planned for 2008.

Acquisition of Scottish & Newcastle On 25 January 2008, the boards of S&N and Sunrise Acquisitions Limited (‘‘BidCo’’), a company jointly owned by Heineken and Carlsberg A/S (‘‘Carlsberg’’) and established for the purpose of implementing the acquisition of S&N, announced that they had reached an agreement on the terms of the recommended cash acquisition of the entire issued and to be issued share capital of S&N by BidCo. S&N is one of the world’s leading beer-led beverages companies with strong positions in 15 countries.1 Under the transaction Heineken has gained control of the following businesses (together, the ‘‘Heineken Acquired Businesses’’): – the businesses and investments in Belgium, Finland, India, Ireland, Portugal, the UK and the USA (together, the ‘‘Heineken Countries’’); – S&N’s group head ofﬁce; and – the brands related to the businesses in the Heineken Countries, with the exception of the Belgian brand Grimbergen. Pursuant to the terms of the acquisition, S&N brands Kronenbourg and Grimbergen are allocated to Carlsberg. Heineken and Carlsberg have agreed a long-term exclusive licence for Heineken to produce, market and sell Kronenbourg in the UK and will enter into a long-term exclusive licence for Heineken to produce, market and sell Grimbergen in Belgium. The Heineken Acquired Businesses are described in more detail below: – S&N is the leading beer brewer and distributor in the UK. S&N supplies both the on-trade (pubs, clubs, restaurants and hotels) and the off-trade (take home market, including supermarkets and grocery stores) with a leading portfolio of lagers, ales and ciders. – In Portugal, Central de Cervejas (‘‘SCC’’) is the number two brewer, with an estimated market share of 44.8 per cent. in the on-trade and 42.6 per cent. in the off-trade segment.2 – In Finland, Hartwall is one of the leading multi-beverage companies. Hartwall’s core brands include Lapin Kulta and Karjala beers. In beer, Hartwall is the number two player, with an estimated market share of 30 per cent. in 2007.3 – In Belgium, Alken Maes is the second largest brewery in Belgium with a market share of approximately 12 per cent. Its core brands are Maes, Grimbergen, Mort-Subite and Cristal.4 – S&N is one of the smaller brewers in Ireland and its key brand is Beamish, including Beamish Genuine Irish Stout, Beamish Black and Beamish Red Irish Ale. – In the US, Newcastle Brown Ale, a premium import beer brand, is the second largest imported ale. Newcastle Brown Ale is shipped to the US from the UK, and sold in draught and packaged formats.

1 Based on Plato Logic World Beer report (October 2007 edition) 2 Based on AC Nielsen Market Data 3 Based on AC Nielsen Market Data 4 Based on AC Nielsen Market Data

83 – In India, S&N owns 37.5 per cent. of the shares in United Breweries Ltd (‘‘UBL’’), India’s leading brewer. S&N exercises joint management control with a group of shareholders led by Dr. Vijay Mallya, the chairman of UBL, who also owns 37.5 per cent. of the shares in UBL. With a market share of 46 per cent.1, UBL is market leader in India in both the strong and mild segments of the beer market. Heineken is currently in discussion with both APB and UBL to establish how the future co-operation in this fast growing beer market will be structured. On 3 April 2008, Heineken and Carlsberg received the European Commission’s approval for the acquisition of selected S&N assets by Heineken in all EU member states with the exception of the Republic of Ireland. On 17 April 2008, the Annual General Meeting of Shareholders of both Heineken and Heineken Holding N.V. approved the acquisition of S&N. The acquisition became effective on 28 April 2008. In connection with the acquisition of S&N, a number of banks have committed to a multicurrency acquisition facility for an amount of GBP3.85 billion for Heineken’s part of the financing of the offer. The facility consists of a GBP1.1 billion tranche with a maturity of one year (extendable to two years), and a GBP2.75 billion five-year tranche. On 22 August 2008, Heineken announced that it had substantially completed its review of the acquired S&N business. In particular: * it has increased the expected pre-tax synergies from the acquired S&N business to GBP145 million from GBP120 million previously (EUR184 million and EUR152 million, respectively, at a GBP/EUR exchange rate of 1.27), to be achieved over the next four years. Annualised cost synergies of EUR60 million have already been realised by the end of August 2008 mainly as a result of: * the integration of Heineken’s import business in the United Kingdom into S&N’s existing import business in the United Kingdom; * the integration of S&N’s import business in the USA into Heineken’s existing import business in the USA; and * the closure of the Head Office of S&N. The integration of the acquired S&N business is proceeding well. Key management in the local operations has been retained, facilitating a rapid integration. Heineken continues to co-operate with the Irish Competition Authority concerning the review of the acquisition of the Beamish & Crawford business. Acquisition of Bere Mures On 8 April 2008, Heineken closed the acquisition of the Romanian brewer, Bere Mures, fortifying the Company’s number one position in Romania with a market share of 31 per cent. The transaction has strengthened Heineken’s number one position in the country, increasing both its market share – to 31 per cent. – and its volume to 6 million hectolitres. The brewer, established in 1992, is situated in Targu Mures in the Transylvania region, 300 km northwest of Bucharest and employs 394 staff. The business is profitable with 2007 sales volumes of 1.2 million hectolitres and a production capacity of 1.6 million hectolitres. The acquisition price has not been disclosed and the transaction has been funded from existing cash resources. Joint venture with Diageo and Namibia Breweries in South Africa On 30 April 2008, the Company announced that Heineken, Diageo Plc (‘‘Diageo’’) and Namibia Breweries had concluded their agreement to form a new joint venture for their combined beer, cider and RTD (Ready To Drink) businesses in South Africa. The new joint venture builds on the success of Brandhouse Beverages (Pty) Limited, the parties’ current cost-sharing joint venture in South Africa, which will continue to market and distribute the parties’ products in South Africa. Heineken and Diageo will each own 42.25 per cent. of the new joint venture and Namibia Breweries will own 15.5 per cent. Each party will share in the profits in proportion to their shareholding. In addition, Heineken and Diageo will form a second joint venture in South Africa. The new entity will construct and operate a brewery in the Sedibeng area between Vereeniging and Alberton, south of Johannesburg and will be owned 75 per cent. by Heineken with Diageo holding a 25 per cent. stake. The brewery will have an initial capacity of 3 million hectolitres, with

1 Based on AC Nielsen Market Data

84 the built-in flexibility to expand and will produce some of the joint venture products, amongst others Heineken and Amstel brands. Work is already underway on the site and construction is expected to be completed by the end of 2009. Across both new ventures, Heineken’s total net investment will be EUR260 million. In the first two years, Diageo will invest a total of GBP100 million in the two joint ventures. The investment meets Heineken’s return criteria. Acquisition of Drinks Union in Czech Republic On 1 July 2008, Heineken acquired Drinks Union in the Czech Republic. The transaction, which has been funded from existing credit facilities, has strengthened Heineken’s number three position in the market, and gives the Company a market share of 12 per cent. and a total domestic volume of more than 1.9 million hectolitres. Drinks Union owns a total of four breweries, all located in North and East Bohemia. Two of the breweries are located in Usti nad Labem, one in Louny and one in Kutna Hora. The regional market positions are complementary to Heineken’s existing positions in the Moravian and Prague regions. Drinks Union has a total production capacity of 900,000 hectolitres and employs 523 staff. The brand portfolio consists of the national brand Zlatopramen and the regional Breznak, Louny and Dacicky brands. 2007 sales volumes totalled 900,000 hectolitres including export and Drinks Union currently has a domestic market share of 4 per cent.1 Acquisition of beverage division of Eichhof Holding AG in Switzerland On 10 April 2008, Heineken announced its intention to acquire the beverage division of Eichhof Holding AG in Lucerne, Switzerland. The beverage division of Eichhof Holding AG is grouped in the newly formed Eichhof Getra¨nke Holding AG. The beverage division of Eichhof Holding AG comprises the production and distribution of beers, non-alcoholic beverages and wine and employs approximately 450 staff. Eichhof Getra¨nke Holding AG is the owner of the Eichhof brewery in Lucerne, which has a production capacity of 400,000 hectolitres and 2007 domestic beer sales volumes of 361,000 hectolitres. Its main brand, Eichhof, is the leading mainstream beer in the Lucerne region. Eichhof has an estimated 10 per cent. market share of the Swiss beer market giving the combination of Heineken Switzerland and Eichhof a market share of 23 per cent. Soft drinks and wine account for 45 per cent. of Eichhof’s volumes. On 4 July 2008, Heineken announced that following the expiry of the extended offer period on 3 July 2008, 96.54 per cent. of all shares have been tendered. On 21 August 2008, the Swiss Competition Commission approved the acquisition of Eichhof Beverage Holding by Heineken Switzerland, and on 29 August 2008 the acquisition was completed. The acquisition has been funded from existing credit facilities. Acquisition of Rechitsa brewery in Belarus On 22 May 2008, Heineken acquired Rechitsa brewery in Belarus, strengthening Heineken’s number two position in the fast growing Belarus market giving the company a share of 24 per cent. On 25 July 2008, Heineken acquired additional shares in Rechitsa Brewery, bringing its shareholders interest to 67.7 per cent. The transaction has been financed from existing credit facilities. Loans and borrowings In July 2008, Heineken placed EUR742 million of loans and borrowings, including a US private placement for USD505 million (EUR324 million) and a German private placement for EUR418 million, to inter alia finance acquisitions since 30 June 2008 and to partly refinance existing debt. Change of accounting treatment of joint ventures On 22 August 2008, Heineken announced that it had decided to change the accounting treatment of the Group’s joint ventures (‘‘JVs’’) from the proportional consolidation method to the equity method. This change is effective as of 1 January 2008. Heineken based its decision on Exposure Draft 9 (‘‘ED 9’’) as issued in September 2007 by the International Accounting Standards Board, which proposes to allow only the equity accounting method for JVs. It is expected that ED 9 will result in a new standard in 2009. The new accounting policy is also in line with most of Heineken’s peers.

1 Based on AC Nielsen Market Data

85 For further information, see ‘‘Selected Financial Information’’ below. Other developments Heineken extended its partnership with the UEFA Champions League for a further three years and continues its involvement with the James Bond ﬁlm franchise as a co-sponsor of ‘‘Quantum of Solace’’, to be released autumn 2008.

Material Contracts Heineken has not entered into any material contracts which are not in the ordinary course of Heineken’s business, and which could result in any Group member being under an obligation or entitlement that is material to Heineken’s ability to meet its obligations to the Noteholders.

Legal Proceedings There are currently no legal proceedings that are material to Heineken’s ability to meet its obligations to the Noteholders.

Share Capital and Shareholders Heineken N.V. The authorised share capital of the Company amounts to EUR2,500,000,000, divided into 1,562,500,000 ordinary shares with a nominal value of EUR1.60 each. In 2007, the average trading volumes of Heineken shares was 1,668,921 shares. The issued share capital of the Company amounts to EUR783,959,350.40 divided into 489,974,594 ordinary shares with a nominal value of EUR1.60 each. All issued shares are fully paid up. The ordinary shares in the Company are listed on Euronext Amsterdam by NYSE Euronext. Pursuant to the Dutch Financial Markets Supervision Act (Wet op het Financieel Toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in Securities-Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Financial Markets Authority has been notiﬁed about the following substantial shareholdings regarding the Company: – Heineken Holding N.V. (directly 50.005 per cent. of the issued shares in Heineken N.V.) Heineken Holding N.V. The ordinary shares of Heineken Holding N.V. are listed on Euronext Amsterdam by NYSE Euronext. In 2007, the average daily trading volume of Heineken Holding N.V. shares was 257,636 shares. As at 31 December 2007, there were 245,011,848 ordinary shares of EUR1.60 nominal value in issue and 250 priority shares of EUR2.00 nominal value in issue. Heineken Holding N.V. engages in no activities other than those relating to the ownership of the Company. Heineken Holding N.V. does not carry out any operational activities, unlike the Company and other companies in the Heineken Group. The Company is responsible for the development and implementation of the strategy of Heineken, whereas Heineken Holding N.V. is concerned primarily with safeguarding the continuity, independence and stability of Heineken’s activities in the long term. The net asset values of the shares in the Company and the ordinary shares in Heineken Holding N.V. as well as the dividend policies of both companies are identical. Pursuant to the Dutch Financial Markets Supervision Act (Wet op het Financieel Toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in Securities-Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Financial Markets Authority has been notiﬁed about the following substantial shareholdings regarding Heineken Holding N.V.: – L’Arche Green N.V. has disclosed an interest of 58.78 per cent. in Heineken Holding N.V.

Management Structure An Executive Board, consisting at any time of two or more members, is responsible for the management of Heineken under the supervision of a Supervisory Board, consisting at any time of three or more members. The members of the Executive Board and the Supervisory Board are appointed by the General Meeting of Shareholders subject to non-binding nominations from the Supervisory Board. Members of the Supervisory Board shall be appointed for a maximum period of four years. A retiring member of the Supervisory Board may only be re-appointed twice. This restriction does not apply to: (i) relations by blood or afﬁnity of Mr. A.H. Heineken, former chairman of the Executive Board; and (ii) persons that are also members of the Board of Directors of

86 Heineken Holding N.V. The General Meeting of Shareholders resolves on all signiﬁcant corporate matters within Heineken.

Executive Board The current members of the Executive Board of Heineken are: Directorships in Dutch stock listed companies and other signiﬁcant positions external to the Heineken Name (Year of Birth) Function/responsibilities Group

J.F.M.L. van Boxmeer (1961) Chairman/CEO N/A D.R. Hooft Graaﬂand (1955) Member/CFO N/A

Supervisory Board The current members of the Supervisory Board of Heineken are: Directorships in Dutch stock listed companies and other signiﬁcant positions external to the Heineken Name (Year of Birth) Function/responsibilities Group1

C.J.A. van Lede (1942) Chairman Supervisory directorships: Appointed in 2002, latest – Royal Philips Electronics reappointed in 2006 N.V. Chairman of the Preparatory – Sara Lee Corporation 2 Committee , Chairman of the – Air Liquide S.A. Selection & Appointment Committee, Member of the – Air France/KLM Remuneration Committee J.M. de Jong (1945) Vice-Chairman Supervisory directorships: Appointed in 2002, latest – Nutreco Holding N.V. reappointed in 2006 – Banca Antonveneta SpA Chairman of the Audit (Italy) Committee – CRH plc (Ireland) – AON Groep Nederland B.V. M. Das (1948) Appointed in 1994, latest Partner of Loyens & Loeff reappointed in 2005 – Heineken Holding N.V. Delegated Member3 (chairman of board of Member of the Preparatory directors) Committee, Member of the – Greenfee B.V. (chairman) Selection & Appointment – L’Arche Green N.V. Committee (chairman) – Stichting Administratiekantoor Priores – LAC B.V. M.R. de Carvalho (1944) Vice-Chairman Vice-chairman of Citigroup Inc. Appointed in 1996, last (Tokyo) reappointed in 2007 Member of the Preparatory Committee2, Member of the Selection & Appointment Committee, Member of the Remuneration Committee

87 Directorships in Dutch stock listed companies and other signiﬁcant positions external to the Heineken Name (Year of Birth) Function/responsibilities Group1

J.M. Hessels (1942) Appointed in 2001, latest Supervisory directorships: reappointed in 2005 – NYSE Euronext N.V. Member of the Audit – Royal Philips Electronics Committee N.V. – Fortis N.V. A.M. Fentener van Vlissingen Appointed in 2001, latest Supervisory directorships: (1961) reappointed in 2005 – Draka Holding N.V. Member of the Audit – SHV Holdings N.V. Committee – De Nederlandsche Bank N.V. I.C. MacLaurin (1937) Appointed in 2006 Supervisory directorships: Member of the Selection & – Evolution Group Plc. Appointment Committee – Chartwell Group Ltd. M. Minnick (1959) Appointed in 2008 Partner Lion Capital

Notes: (1) Only signiﬁcant directorships and other positions are listed here. (2) The Preparatory Committee is responsible for preparing decision-making by the Supervisory Board, including decisions relating to the remuneration of the Executive Board. (3) By appointing a Delegated Member the Supervisory Board intends to effect a more intensive supervision and advice and more regular consultation with the Executive Board.

The business address of all of the members of the Supervisory Board and the Executive Board is Tweede Weteringplantsoen 21, 1017 ZD, Amsterdam, the Netherlands. Heineken is not aware of any potential conﬂicts of interest between the duties to Heineken of the persons listed as members of the Executive Board or the Supervisory Board above and their private interests or other duties.

Corporate Governance Heineken endorses the principles of the Dutch Corporate Governance Code (the ‘‘Code’’) of December 2003 and applies virtually all best practice provisions. In particular, the structure of the Heineken Group, and specifically the relationship between Heineken Holding N.V. and the Company, prevents the Company from applying a small number of best practice provisions. The Annual Meeting of Shareholders of 20 April 2005 sanctioned the way Heineken deals with the Code and in particular the non-compliance with a limited number of best practice provisions. Below are the best practice provisions not (fully) applied, or applied with explanation. The full Comply or Explain report was published in February 2005 and is available at www.heinekeninternational.com. II.1.1 An Executive Board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time. Members of the Executive Board who have been appointed before 31 December 2003 have been appointed for an indefinite period. This best practice provision cannot be applied, as it conflicts with the law. II.2.7 The maximum remuneration in the event of dismissal is one year’s salary (the ‘fixed’ remuneration component). If the maximum of one year’s salary would be manifestly unreasonable for a member of the Executive Board who is dismissed during his first term of office, such board member shall be eligible for a severance pay not exceeding twice the annual salary. In the contracts of the members of the Executive Board there is no mention of a specific scheme in the event of dismissal. This best practice provision will not be applied as it conflicts with the law.

88 III.2.1 All Supervisory Board members, with the exception of not more than one person, shall be independent within the meaning of best practice provision III.2.2. Heineken endorses the principle and Heineken considers the members of the Supervisory Board as independent. In a strictly formal sense, however, three members of the Supervisory Board do not meet the applicable criteria. III.2.2 A Supervisory Board member shall be deemed to be independent if the following criteria of dependence do not apply to him. The said criteria are that the Supervisory Board member concerned or his wife, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree: (a) has been an employee or member of the management board of the company (including associated companies as referred to in section 1 of the Disclosure of Major Holdings in Listed Companies Act (WMZ) 1996) in the five years prior to the appointment; Mr. De Jong was, prior to his appointment in 2002, member of the Board of Directors of Heineken Holding N.V. for one year. According to this criterion Mr. De Jong would not be independent. With reference to criterion (f), which contains an exception for management board positions in a group company, Heineken does not consider this as an impediment to Mr. De Jong being independent; (b) receives personal financial compensation from the company, or a company associated with it, other than the compensation received for the work performed as a Supervisory Board member and in so far as this is not in keeping with the normal course of business; Mr. Das receives from Heineken Holding N.V. a financial compensation as Chairman of the Board of Directors of Heineken Holding N.V. Messrs. Van Lede and de Carvalho receive from Heineken Holding N.V. a compensation for attending the meetings of the Board of Directors of Heineken Holding N.V. These compensations are in keeping with the normal course of business. No other Supervisory Board member receives personal financial compensation from the company, or a company associated with it, other than the compensation received from the work performed as a Supervisory Board member; (c) has had an important business relationship with the company, or a company associated with it, in the year prior to the appointment. This includes the case where the Supervisory Board member, or the firm of which he is a shareholder, partner, associate or adviser, has acted as adviser to the company (consultant, external auditor, civil notary and lawyer) and the case where the supervisory board member is a management board member or an employee of any bank with which the company has a lasting and significant relationship. In a strict sense Mr. Das also would not be independent, as he was a partner in a firm which was appointed as a consultant to Heineken the year before his appointment in 1994. However, Heineken does not consider this as an impediment to Mr. Das being independent; and (d) holds at least 10 per cent. of the shares in the company (including the shares held by natural persons or legal entities which co-operate with him under an express or tacit, oral or written agreement); Mr. de Carvalho is married to Mrs. De Carvalho-Heineken (large shareholder and delegated member of the Board of Directors of Heineken Holding N.V.). Mrs. de Carvalho indirectly holds more than 10 per cent. of the shares in the Company. Heineken does not consider this an impediment to Mr. de Carvalho being independent. III.2.3 The report of the Supervisory Board shall state that, in the view of the Supervisory Board members, best practice provision III.2.1 has been fulfilled, and shall also state which Supervisory Board member is not considered to be independent, if any. As indicated in III.2.2, in a strictly formal sense, three members of the Supervisory Board do not meet the independence criteria as set out in best practice provision III.2.2. However, Heineken does not consider this as an impediment to Messrs. De Jong, Das and de Carvalho being independent. III.3.4 The number of supervisory boards of Dutch listed companies of which an individual may be a member shall be limited to such an extent that the proper performance of his duties is assured; the maximum number is five, for which purpose the chairmanship of a supervisory board counts double. Heineken takes the view that the decision on whether to apply this

89 best practice provision should also be guided by the Company’s interest in terms of its ability to attract and retain skilled Supervisory Board members. Any departures for this provision will be mentioned in the annual report. III.3.5 A person may be appointed to the Supervisory Board for a maximum of three 4-year terms. Given the structure of the Heineken Group, the maximum appointment period will not be applied to members who are related by blood or marriage to the Heineken family or who are members of the Board of Directors of Heineken Holding N.V. For all other members, Heineken applies the best practice provision. III.4.1 The Chairman of the Supervisory Board shall see to it that: (a) the Supervisory Board members follow their induction and education or training programme; (b) the Supervisory Board members receive in good time all information which is necessary for the proper performance of their duties; (c) there is sufﬁcient time for consultation and decision-making by the Supervisory Board; (d) the committees of the Supervisory Board function properly; (e) the performance of the Executive Board members and Supervisory Board members is assessed at least once a year; (f) the Supervisory Board elects a Vice-Chairman; and (g) the Supervisory Board has proper contact with the Executive Board and the Works Council (or Central Works Council). Heineken applies this best practice provision, with the exception of a part of criterion (g): contact with the Central Works Council. This relates to the structure of the Group. The Central Works Council operates on the level of Heineken Nederlands Beheer B.V., a subsidiary with a separate Supervisory Board.

III.5.11 The Remuneration Committee shall not be chaired by the Chairman of the Supervisory Board or by a former member of the Executive Board of the company, or by a Supervisory Board member who is a member of the management board of another listed company. Given the structure of the Heineken Group and the character of the Board of Directors of Heineken Holding N.V., Heineken will not apply this best practice provision to the extent that the Remuneration Committee can be chaired by a supervisory Board member who is also a member of the Board of Directors of Heineken Holding N.V. Currently the Remuneration Committee is chaired by Mr. Das, who is chairman of the Board of Directors of Heineken Holding N.V. III.6.6 A delegated Supervisory Board member is a Supervisory Board member who has a special duty. The delegation may not extend beyond the duties of the Supervisory Board itself and may not include the management of the company. It may entail more intensive supervision and advice and more regular consultation with the Executive Board. The delegation shall be of a temporary nature only. The delegation may not detract from the role and power of the Supervisory Board. The delegated Supervisory Board member remains a member of the supervisory Board. As regulated in the Articles of Association of Heineken, the delegated Supervisory Board member, a position currently held by Mr. Das (Chairman of the Board of Directors of Heineken Holding N.V.) is consistent with this best practice provision, except insofar that the position is not temporary and is held for the term for which the member concerned is appointed by the General Meeting of Shareholders of Heineken. Heineken considers that, as regulated by the Articles of Association of Heineken, the post of delegated Supervisory Board member, which has been in existence since 1952, befits the structure of the Heineken Group. III.7.3 The Supervisory Board shall adopt a set of regulations containing rules governing ownership of and transactions in securities by Supervisory Board members, other than securities issued by their ‘own’ company. The regulations shall be posted on the company’s website. A Supervisory Board member shall give periodic notice, but in any event at least once a quarter, of any changes in his holding of securities in Dutch listed companies to the compliance officer or, if the company has not appointed a compliance officer, to the Chairman of the Supervisory Board. A Supervisory Board member who invests exclusively in listed investment funds or who has transferred the discretionary management of his

90 securities portfolio to an independent third party by means of a written mandate agreement is exempted from compliance with this last provision. This best practice provision will be applied, provided, however, that the periodic notice will be given only once per year. III.8.1 The Chairman of the management board shall not also be and shall not have been an executive director. The Chairman of the management board shall check the proper composition and functioning of the entire board. The management board shall apply chapter III.5 of this code. The committees referred to in chapter III.5 shall consist only of non-executive management board members. The majority of the members of the management board shall be non-executive directors and are independent within the meaning of best practice provision III.2.2. Heineken has a two-tier management structure. Principle III.8 and the best practice provisions do not apply to Heineken. IV.3.8 The report of the General Meeting of Shareholders shall be made available, on request, to shareholders no later than three months after the end of the meeting, after which the shareholders shall have the opportunity to react to the report in the following three months. The report shall then be adopted in the manner provided for in the Articles of Association. A notarial record is made of the proceedings of the meeting, as provided for in the Articles of Association. Heineken considers it desirable to continue this practice. Therefore this best practice provision will be applied to the extent that it is consistent with a notarial record. The notarial record will be available no later than three months after the meeting.

Audit Committee The Audit Committee’s task is to prepare and, if necessary, to execute resolutions to be adopted by and acts to be performed by the Supervisory Board on the domain entrusted to the Committee. The Supervisory Board remains responsible for the resolutions and acts, even if prepared or performed by the Audit Committee. The Audit Committee shall in any event focus on supervising the activities of the Executive Board with respect to: – the operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations, and supervising the operation of codes of conduct; – the provision of ﬁnancial information by the company (choice of accounting policies, application and assessment of the effects of new rules, information about the handling of estimated items in the annual accounts, forecasts, work of internal and external auditors, etc.); – compliance with recommendations and observations of internal and external auditors; – the role and functioning of the internal audit department; – the policy of the company on tax planning; – relations with the external auditor, including, in particular, his independence, his remuneration and any non-audit services for the company; – the ﬁnancing of the company; and – the applications of information and communication technology (ICT). Furthermore, the Executive Board and the Audit Committee shall report its dealings with the external auditor to Supervisory Board on an annual basis, including its independence in particular. The Audit Committee meets at least twice a year or more if requested by one its members, the external auditor or the Chairman of the Executive Board.

Management reporting lines Management responsibility within the Heineken Group is centralised at Heineken’s Executive Board level. The two members of the Executive Board, together with the five Regional Presidents and five Group Directors form the Executive Committee. The Executive Committee supports the development of policies and ensures the alignment and implementation of key priorities and strategies across the organisation. Three-year operational plans are prepared annually with targets set by means of key performance indicators (such as EBIT, EBITDA (see ‘‘Glossary’’), market shares, volumes by brand, ENP (economic net profit) and ROIC (return on invested capital)).

91 Reporting takes place on a weekly basis with respect to volumes (for the larger operating companies in the Heineken Group), on a monthly basis with respect to proﬁt and loss accounts and on a quarterly basis also for cash ﬂow, balance sheet items and key performance indicators.

92 SELECTED FINANCIAL INFORMATION The table below shows Heineken’s full year key figures for the financial years ending 31 December 2006 and 31 December 2007 and Heineken’s half year key figures for the six-month periods ending 30 June 2007 and 30 June 2008.

Key Financial Figures H1 2008* H1 2007** 2007*** 2006***

Full and half year ﬁgures (In millions of EUR) Income Statement Data Revenue...... 6,411 5,476 12,564 11,829 Total expenses...... 5,703 4,926 11,091 10,403 EBIT (beia)...... 925 861 1,846 1,569 EBIT (beia) margin...... 14.4% 15.7% 14.7% 13.3% Net interest expense(1)...... 110 41 101 133 Proﬁt...... 474 362 972 1,345 Balance Sheet Data Cash and cash equivalents...... 795 995 715 1,374 Total assets...... 22,839 12,759 12,968 12,997 Gross interest bearing debt...... 10,096 2,845 2,656 3,300 Total equity ...... 5,809 5,342 5,946 5,520 Operating Data Consolidated beer volume (mhl) ...... 58.6 51.0 120 112 Number of breweries...... — — 119 115

Notes: * Joint ventures included in half-year 2008 figures are stated using the equity method. ** Joint ventures included in half-year 2007 figures have been restated using the equity method. *** Joint ventures included in full-year 2006 and 2007 figures are stated using the proportional consolidation method. (1) Net interest expense: interest income less interest expense.

Heineken has changed the accounting treatment of the Group’s joint ventures (‘‘JVs’’) from the proportional consolidation method to the equity method. This change in accounting policy was recognised retrospectively in accordance with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, and comparatives have been restated. The change in accounting policy had a negative impact for the six months period ended 30 June 2007 of EUR651 million on revenue and EUR87 million on results from operating activities. The share of proﬁt of associates/JVs is positively impacted by EUR43 million. Total assets as at 30 June 2007 decrease by EUR948 million due to this policy change. The restatement had no impact on equity and proﬁt attributable to equity holders of Heineken.

93 TAXATION

The following is a general description of certain Dutch and Luxembourg tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. Prospective purchasers of Notes should consult their own tax advisers as to which countries’ tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries. This summary is based upon the law as in effect on the date of this Base Prospectus and is subject to any change in law that may take effect after such date. The information contained within this section is limited to taxation issues, and prospective investors should not apply any information set out below to other areas, including (but not limited to) the legality of transactions involving the Notes.

Netherlands Taxation

General The following summary describes the principal Netherlands tax consequences of the acquisition, holding, settlement, redemption and disposal of the Notes, which shall include Coupons, Talons and Receipts, but does not purport to be a comprehensive description of all Netherlands tax considerations thereof. This summary is intended as general information only and each prospective investor should consult a professional tax adviser with respect to the tax consequences of an investment in the Notes.

This summary is based on the tax legislation, published case law, treaties, regulations and published policy, in force as of the date of this Prospectus, though it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.

This summary does not address the Netherlands tax consequences for:

(i) holders of Notes holding a substantial interest (aanmerkelijk belang) in the Issuer. Generally speaking, a holder of Notes holds a substantial interest in the Issuer if such holder of Notes, alone or, where such holder is an individual, together with his or her partner (statutory deﬁned term) or certain other related persons, directly or indirectly, holds (i) an interest of 5 per cent. or more of the total issued capital of the Issuer or of 5 per cent. or more of the issued capital of a certain class of shares of the Issuer, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain proﬁt sharing rights in the Issuer;

(ii) investment institutions (ﬁscale beleggingsinstellingen) and exempt investment institutions (vrijgestelde beleggingsinstellingen); and

(iii) pension funds or other entities that are exempt from Netherlands corporate income tax.

Withholding tax All payments made by the Issuer under the Notes may be made free of withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein, provided that the Notes do not in fact function as equity of the Issuer within the meaning of article 10, paragraph 1, under d of the Netherlands Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969).

Corporate and individual income tax

(a) Residents of the Netherlands If a holder is resident or deemed to be resident of the Netherlands for Netherlands tax purposes and is fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in respect of its enterprise to which the Notes are attributable, income derived from the Notes and gains realised upon the redemption, settlement or disposal of the Notes are generally taxable in the Netherlands (up to a maximum rate of 25.5 per cent.). Losses realised will be deductible.

94 If an individual holder is resident or deemed to be resident of the Netherlands for Netherlands tax purposes (including the individual holder who has opted to be taxed as a resident of the Netherlands), income derived from the Notes and gains realised upon the redemption, settlement or disposal of the Notes are taxable at the progressive rates of the Netherlands Income Tax Act 2001 (up to a maximum rate of 52 per cent.), if: (i) the holder has an enterprise or an interest in an enterprise, to which enterprise the Notes are attributable; or (ii) such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which include the performance of activities with respect to the Notes that exceed regular, active portfolio management (normaal, actief vermogensbeheer). If neither condition (i) nor condition (ii) applies to the holder of the Notes, taxable income with regard to the Notes must be determined on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. At present, this deemed return on income from savings and investments has been ﬁxed at a rate of 4 per cent. of the average of the individual’s yield basis (rendementsgrondslag) at the beginning of the calendar year and the individual’s yield basis at the end of the calendar year, insofar as the average exceeds a certain threshold. The average of the individual’s yield basis is determined as the fair market value of certain qualifying assets held by the holder of the Notes less the fair market value of certain qualifying liabilities on 1 January plus 31 December, divided by two. The fair market value of the Notes will be included as an asset in the individual’s yield basis. The deemed return on income from savings and investments of 4 per cent. will be taxed at a rate of 30 per cent.

(b) Non-residents of the Netherlands If a holder is not a resident nor deemed to be a resident of the Netherlands for Netherlands tax purposes (nor has opted to be taxed as a resident of the Netherlands), such holder is not taxable in respect of income derived from the Notes and gains realised upon the settlement, redemption or disposal of the Notes, unless: (i) the holder has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or a permanent representative the Notes are attributable; or (ii) the holder is entitled to a share in the proﬁts of an enterprise that is effectively managed in the Netherlands, other than by way of securities or through an employment contract, and to which enterprise the Notes are attributable; or (iii) the holder is an individual and such income or gains qualify as income from miscellaneous activities in the Netherlands, which include the performance of activities in the Netherlands with respect to the Notes that exceed regular, active portfolio management. If the holder is a corporate entity, that corporate entity is subject to a maximum corporate income tax rate of 25.5 per cent. If the holder is an individual, that holder is subject to a maximum individual income tax rate of 52 per cent.

Gift and Inheritance taxes

(a) Residents of the Netherlands Generally, gift and inheritance taxes will be due in the Netherlands in respect of the acquisition of the Notes by way of a gift by, or on the death of, a holder that is a resident or deemed to be a resident of the Netherlands for the purposes of Netherlands gift and inheritance tax at the time of the gift or his or her death. A holder of the Netherlands nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax, if he or she has been resident in the Netherlands during the ten years preceding the gift or his or her death. A holder of any other nationality is deemed to be a resident of the Netherlands for the purposes of the Netherlands

95 gift tax if he or she has been resident in the Netherlands at any time during the twelve months preceding the time of the gift. The same twelve-month rule may apply to entities that have transferred their seat of residence out of the Netherlands.

(b) Non-residents of the Netherlands No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of the Notes by way of gift by or as a result of the death of a holder that is neither a resident nor deemed to be a resident of the Netherlands for the purposes of the Netherlands gift and inheritance tax, unless: (i) such holder at the time of the gift, or at the time of his or her death, has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands and to which permanent establishment or a permanent representative, the Notes are (deemed to be) attributable; or (ii) the Notes are (deemed to be) attributable to the assets of an enterprise that is effectively managed in the Netherlands and the donor or the deceased is entitled, other than by way of securities or through an employment contract, to a share in the proﬁts of that enterprise, at the time of the gift or at the time of his or her death; or (iii) in the case of a gift of the Notes by a holder who at the date of the gift was neither a resident nor deemed to be a resident of the Netherlands, such holder dies within 180 days after the date of the gift, while at the time of his or her death being a resident or deemed to be a resident of the Netherlands.

Value added tax In general, no value added tax will arise in respect of payments in consideration for the issue of the Notes or in respect of the cash payment made under the Notes, or in respect of a transfer of Notes.

Other taxes and duties No registration tax, customs duty, transfer tax, stamp duty or any other similar documentary tax or duty, will be payable in the Netherlands by a holder in respect of or in connection with the subscription, issue, placement, allotment, delivery or transfer of the Notes.

Luxembourg Taxation

Withholding Tax All payments of interest and principal by the Issuer in the context of the holding, disposal, redemption or repurchase of the Notes can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in accordance with the applicable Luxembourg law, subject however to: (i) the application of the Luxembourg law of 21 June 2005 implementing the European Union Savings Directive (Council Directive 2003/48/EC) and several agreements concluded with certain dependent or associated territories and providing for the possible application of a withholding tax (15 per cent. from 1 July 2005 to 30 June 2008, 20 per cent. from 1 July 2008 to 30 June 2011 and 35 per cent. from 1 July 2011) on interest paid to certain non- Luxembourg resident investors (individuals and certain types of entities called ‘‘residual entities’’) in the event of the Issuer appointing a paying agent in Luxembourg within the meaning of the above-mentioned directive (see paragraph ‘‘EU Savings Directive’’ below) or agreements; (ii) the application as regards Luxembourg resident individuals (in the context of their private wealth) of the Luxembourg law of 23 December 2005 which has introduced a 10 per cent. ﬁnal withholding tax on savings income (i.e. with certain exemptions, savings income within the meaning of the Luxembourg law of 21 June 2005 implementing the European Union Savings Directive). This law should apply to savings income accrued as from 1 July 2005 and paid as from 1 January 2006.

96 Responsibility for the withholding of tax in application of the above-mentioned Luxembourg laws of 21 June 2005 and 23 December 2005 is assumed by the Luxembourg paying agent within the meaning of these laws and not by the Issuer.

97 SUBSCRIPTION AND SALE

Notes may be sold from time to time by the Issuer to any one or more of Banc of America Securities Limited, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Fortis Bank NV/SA, HSBC Bank plc, ING Bank N.V. and J.P. Morgan Securities Ltd. (together, the ‘‘Dealers’’). The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, the Dealers are set out in a Dealer Agreement dated 8 September 2008 (such Dealer Agreement as modiﬁed and/or supplemented and/or restated from time to time, the ‘‘Dealer Agreement’’) and made between the Issuer and the Dealers. Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant Notes, the price at which such Notes will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. The Dealer Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation to a particular Tranche of Notes.

United States of America: Regulation S Category 2; TEFRA D or TEFRA C as specified in the relevant Final Terms or neither if TEFRA is specified as not applicable in the relevant Final Terms. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the Code and U.S. Treasury regulations thereunder. Each Dealer has agreed that, except as permitted by the Dealer Agreement, it will not offer, sell or deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the completion of the distribution of the Notes comprising the relevant Tranche, as determined and certified to the Agent or the Issuer by such Dealer (or, in the case of a sale of a Tranche of Notes to or through more than one Dealer, by each of such Dealers as to the Notes of such Tranche purchased by or through it, in which case the Agent or the Issuer shall notify each such Dealer when all such Dealers have so certified) within the United States or to, or for the account or benefit of, U.S. persons, and such Dealer will have sent to each dealer to which it sells Notes during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering of Notes comprising any Tranche, any offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the relevant Final Terms.

Public Offer Selling Restriction Under the Prospectus Directive In relation to each Relevant Member State, each Dealer has represented, warranted and undertaken, and each further Dealer appointed under the Programme will be required to represent, warrant and undertake, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the

98 Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a) if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a ‘‘Non-exempt Offer’’), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the Final Terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Final Terms, as applicable; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than F43,000,000 and (3) an annual net turnover of more than F50,000,000, all as shown in its last annual or consolidated accounts; or (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive. provided that no such offer of Notes referred to in (b) to (e) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Selling Restrictions Addressing Additional United Kingdom Securities Laws Each Dealer has represented, warranted and undertaken, and each further Dealer appointed under the Programme will be required to represent, warrant and undertake, that: (a) No deposit-taking: in relation to any Notes having a maturity of less than one year: (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

99 (c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Selling Restrictions Addressing Additional Laws of France Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) it has only made and will only make an offer of Notes to the public (appel public a` l’e´pargne) in France in the period beginning (i) when a prospectus in relation to those Notes has been approved by the Autorite´ des marche´s financiers (‘‘AMF’’), on the date of such publication, or (ii) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC), on the date of notification of such approval to the AMF, and ending at the latest on the date which is 12 months after the date of approval of the base prospectus all in accordance with articles L.412-1 and L.621-8 of the French Code mone´taire et financier and the Re`glement geńe´ral of the AMF, and in each case (iii) when the formalities required by French laws and regulations have been carried out; or

(b) it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes and such offers, sales and distributions have been and will be made in France only to (i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii) qualified investors (investisseurs qualifie´s), other than individuals, all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code mone´taire et financier.

Selling Restrictions Addressing Additional Laws of the Netherlands Zero Coupon Notes (as defined below) in definitive form of the Issuer may only be transferred and accepted, directly or indirectly, within, from or into the Netherlands through the mediation of either the Issuer or a member firm of NYSE Euronext Amsterdam in full compliance with the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations. No such mediation is required: (a) in respect of the transfer and acceptance of rights representing an interest in a Zero Coupon Note in global form, or (b) in respect of the initial issue of Zero Coupon Notes in definitive form to the first holders thereof, or (c) in respect of the transfer and acceptance of Zero Coupon Notes in definitive form between individuals not acting in the conduct of a business or profession, or (d) in respect of the transfer and acceptance of such Zero Coupon Notes within, from or into the Netherlands if all Zero Coupon Notes (either in definitive form or as rights representing an interest in a Zero Coupon Note in global form) of any particular Series are issued outside the Netherlands and are not distributed into the Netherlands in the course of initial distribution or immediately thereafter. As used herein, ‘‘Zero Coupon Notes’’ are Notes that are in bearer form and that constitute a claim for a fixed sum against the Issuer and on which interest does not become due during their tenor or on which no interest is due whatsoever.

Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, each Dealer has undertaken, and each further Dealer appointed under the Programme will be required to undertake, that it will not offer or sell any Notes directly or indirectly, in Japan or to, or for the beneﬁt of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, ‘‘Japanese Person’’ shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

100 General Each Dealer has represented, warranted and undertaken, and each further Dealer appointed under the Programme will be required to represent, warrant and undertake, that it has complied and will comply, to the best of its knowledge and belief, in all material respects, with all applicable laws and regulations in each country or jurisdiction in or from which it purchases, offers, sells or delivers Notes or possesses, distributes or publishes this Base Prospectus or any Final Terms or any related offering material, in all cases at its own expense. Other persons into whose hands this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or possess, distribute or publish this Base Prospectus or any Final Terms or any related offering material, in all cases at their own expense. The Dealer Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the preceding paragraph. Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification may be set out in the relevant Final Terms (in the case of a supplement or modification relevant only to a particular Tranche of Notes) or in a supplement to this Base Prospectus.

101 GENERAL INFORMATION

1. Listing and Admission to Trading Application has been made for Notes issued under the Programme to be listed on the Ofﬁcial List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange. However, Notes may be issued which will not be listed on the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange or admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/ or quotation system, or which will be admitted to listing, trading and/or quotation on such listing authority, stock exchange and/or quotation system as the Issuer and the relevant Dealer(s) may agree.

2. Authorisation The establishment of the Programme was authorised by resolutions of the Executive Board of the Issuer passed on 25 August 2008 and resolutions of the Supervisory Board of the Issuer passed on 4 September 2008. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

3. Legal and Arbitration Proceedings There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had, during the 12 months prior to the date of this Base Prospectus, a significant effect on the financial position or profitability of the Issuer or the Heineken Group.

4. Significant/Material Change Since 31 December 2007 there has been no material adverse change in the prospects of the Issuer nor, since 30 June 2008, has there been any significant change in the financial or trading position of the Heineken Group.

5. Auditors The consolidated financial statements of the Issuer for the financial years ended 31 December 2006 and 31 December 2007 have been audited without qualification by KPMG Accountants N.V., Burgemeester Rijnderslaan 10-20, 1185 MC Amstelveen, the Netherlands, independent accountants. Each audit partner of KPMG Accountants N.V. is a member of the Royal Dutch Institute of Chartered Accountants (Koninklijk Nederlands Instituut voor Registeraccountants).

6. Documents on Display Copies of the following documents (together with English translations thereof) may be inspected during normal business hours at the specified offices of the Paying Agents for the time being in Luxembourg and London for 12 months from the date of this Base Prospectus: (a) the constitutional documents of the Issuer; (b) the audited consolidated financial statements of the Issuer for the years ended 31 December 2006 and 31 December 2007 and the unaudited consolidated financial statements of the Issuer for the six months ended 30 June 2008; (c) the Agency Agreement; (d) the Trust Deed (which contains the forms of the Notes in global and definitive form); (e) the Dealer Agreement; (f) the Programme Manual; and (g) this Base Prospectus, any supplement to this Base Prospectus, each document incorporated by reference in this Base Prospectus from time to time and each Final Terms (save that Final Terms relating to Notes which are neither admitted to trading on

102 a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospective Directive will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of Notes and identity). In addition, copies of this Base Prospectus, any supplement to this Base Prospectus, each document incorporated by reference in this Base Prospectus from time to time and each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange’s regulated market will also be available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

7. Pricing The price and nominal amount of the Notes of any Tranche to be issued will be determined by the Issuer and the relevant Dealer(s) at the time of issue thereof in accordance with then prevailing market conditions.

8. Clearing of the Notes The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate common code and the International Securities Identiﬁcation Number in relation to the Notes of each Series will be speciﬁed in the relevant Final Terms relating thereto. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.

9. Passporting The Issuer may, on or after the date of this Base Prospectus, make applications for one or more certiﬁcates of approval under Article 18 of the Prospectus Directive as implemented in Luxembourg to be issued by the CSSF to the competent authority in any host Member State.

10. Dealers transacting with the Issuer Certain of the Dealers and their afﬁliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and its afﬁliates in the ordinary course of business.

103 INDEX TO INTERIM FINANCIAL STATEMENTS

Condensed consolidated interim ﬁnancial statements for the six months period ended 30 June 2008

Page

Condensed consolidated interim income statement ...... F-2 Condensed consolidated interim statement of recognised income and expense ...... F-3 Condensed consolidated interim balance sheet ...... F-4 Condensed consolidated interim statement of cash flows ...... F-5 Notes to the condensed consolidated interim financial statements ...... F-7 Review report on the condensed consolidated interim financial statements ...... F-18

F-1 Condensed consolidated interim income statement For the six months period ended 30 June 2008 2007 In millions of EUR Note 2008 Restated*

Revenue ...... 4 6,411 5,476 Other income ...... 414— Raw materials, consumables and services ...... 6 4,203 3,619 Personnel expenses...... 1,122 986 Amortisation, depreciation and impairments ...... 378 321

Total expenses ...... 5,703 4,926

Results from operating activities...... 4 722 550 Interest income...... 31 37 Interest expenses ...... (141) (78) Other net ﬁnance (expenses)/income ...... (23) —

Net ﬁnance expenses...... (133) (41) Share of proﬁt of associates and joint ventures (net of income tax) ...... 50 55

Proﬁt before income tax...... 639 564 Income tax expenses ...... 7 (165) (202)

Proﬁt...... 474 362 Attributable to: Equity holders of the Company (net proﬁt) ...... 407 302 Minority interest ...... 67 60

Proﬁt...... 474 362

Weighted average number of shares – basic...... 10 488,931,569 489,372,991 Weighted average number of shares – diluted ...... 10 489,974,594 489,974,594 Basic earnings per share (EUR) ...... 0.83 0.62 Diluted earnings per share (EUR) ...... 0.83 0.62

* = refer to change in accounting policies as described in 3(b)

F-2 Condensed consolidated interim statement of recognised income and expense For the six months period ended 30 June 2008 2007 In millions of EUR Note 2008 Restated*

Foreign currency translation differences for foreign operations (82) (11) Effective portion of change in fair value of cash ﬂow hedge.... 78 11 Net change in fair value of cash ﬂow hedges transferred to the income statement...... (47) (17) Net change in fair value available-for-sale investments ...... (9) (11)

Net income and expense recognised directly in equity ..... 10 (60) (28) Proﬁt...... 474 362

Total recognised income and expense ...... 414 334

Attributable to: Equity holders of the Company ...... 355 275 Minority interest ...... 59 59

Total recognised income and expense ...... 414 334

* = refer to change in accounting policies as described in 3(b)

F-3 Condensed consolidated interim balance sheet As at 30 June 2008 31 December 2007 In millions of EUR Note 30 June 2008 Restated*

Assets Property, plant & equipment...... 8 6,621 4,673 Intangible assets ...... 9 7,079 2,110 Investments in associates and joint ventures...... 1,500 892 Other investments ...... 976 397 Advances to customers...... 398 209 Deferred tax assets ...... 314 316

Total non-current assets ...... 16,888 8,597

Inventories...... 1,439 883 Other investments ...... 159 103 Trade and other receivables...... 3,225 1,680 Prepayments and accrued income...... 298 110 Cash and cash equivalents ...... 795 560 Assets classiﬁed as held for sale ...... 35 21

Total current assets ...... 5,951 3,357

Total assets ...... 22,839 11,954

Equity Share capital ...... 784 784 Reserves ...... 649 692 Retained earnings ...... 4,092 3,928

Equity attributable to equity holders of the Company ...... 10 5,525 5,404 Minority interests ...... 284 307

Total equity ...... 5,809 5,711

Liabilities Loans and borrowings ...... 11 8,778 1,295 Employee beneﬁts...... 725 586 Provisions...... 12 329 158 Deferred tax liabilities ...... 969 427

Total non-current liabilities ...... 10,801 2,466

Bank overdrafts ...... 438 251 Loans and borrowings ...... 11 1,286 787 Trade and other payables ...... 4,353 2,525 Tax liabilities...... 104 71 Provisions...... 12 48 143

Total current liabilities...... 6,229 3,777

Total liabilities ...... 17,030 6,243

Total equity and liabilities ...... 22,839 11,954

* = refer to change in accounting policies as described in 3(b)

F-4 Condensed consolidated interim statement of cash ﬂows For the six months period ended 30 June 2008 2007 In millions of EUR Note 2008 Restated*

Operating activities Proﬁt ...... 474 362 Adjustments for: Amortisation, depreciation and impairments ...... 378 321 Net interest (income)/expenses ...... 110 41 Gain on sale of property, plant & equipment, intangible assets and subsidiaries, joint ventures and associates ...... (14) — Investment income and share of proﬁt of associates and joint ventures...... (51) (65) Income tax expenses...... 7 165 202 Other non-cash items ...... 19 58

Cash ﬂow from operations before changes in working capital and provisions...... 1,081 919

Change in inventories ...... (289) (206) Change in trade and other receivables...... (1,003) (728) Change in trade and other payables ...... 910 794

Total change in working capital...... (382) (140)

Change in provisions and employee beneﬁts ...... (104) (37)

Cash ﬂow from operations ...... 595 742

Interest paid & received...... (80) (30) Dividend received ...... 45 22 Income taxes paid...... (128) (162)

Cash ﬂow used for interest, dividend and income tax ...... (163) (170)

Cash ﬂow from operating activities...... 432 572

Investing activities Proceeds from sale of property, plant & equipment and intangible assets ...... 28 18 Purchase of property, plant & equipment ...... 8 (572) (385) Purchase of intangible assets...... 9 (112) (3) Loans issued to customers and other investments...... (94) (74) Repayment on loans to customers ...... 170 21

Cash ﬂow used in operational investing activities ...... (580) (423)

Acquisition of subsidiaries and minority interests, net of cash acquired...... 5 (3,266) (3) Acquisition of associates, joint ventures and other investments...... (81) (8) Disposal of associates, joint ventures and other investments ...... 52 6

Cash ﬂow used for acquisitions and disposals ...... (3,295) (5)

Cash ﬂow used in investing activities...... (3,875) (428)

* = refer to change in accounting policies as described in 3(b)

F-5 Condensed consolidated interim statement of cash ﬂows – continued For the six months period ended 30 June 2008 2007 In millions of EUR Note 2008 Restated*

Financing activities Proceeds from loans and borrowings ...... 11 5,286 25 Repayment of loans and borrowings ...... (1,534) (67) Dividends paid ...... (293) (276) Purchase own shares ...... 10 (11) (8) Other...... 72 2

Cash ﬂow from/(used in) ﬁnancing activities ...... 3,520 (324)

Net Cash Flow...... 77 (180) Cash and cash equivalents as at 1 January...... 309 541 Effect of movements in exchange rates ...... (29) (1)

Cash and cash equivalents as at 30 June ...... 357 360

* = refer to change in accounting policies as described in 3(b)

F-6 Notes to the condensed consolidated interim financial statements 1 Reporting entity Heineken N.V. (the ‘Company’) is a company domiciled in the Netherlands. The condensed consolidated interim financial statements of the Company as at and for the six months period ended 30 June 2008 comprise the Company and its subsidiaries (together referred to as ‘Heineken’ or the ‘Group’ and individually as ‘Heineken’ entities) and Heineken’s interests in Joint Ventures and associates (for the change in accounting policies of Joint Ventures, refer to note 3(b)). The consolidated financial statements of the Group as at and for the year ended 31 December 2007 are available upon request from the Company’s registered office at Tweede Weteringplantsoen 21, Amsterdam or at www.heinekeninternational.com.

2 Basis of preparation (a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 ‘Interim Financial Reporting’ as endorsed by the EU. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2007. These condensed consolidated interim financial statements were approved by the Executive Board of the Company on 1 September 2008.

(b) Functional and presentation currency These consolidated ﬁnancial statements are presented in euro, which is the Company’s functional currency. All ﬁnancial information presented in euros has been rounded to the nearest million unless stated otherwise.

(c) Use of estimates The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2007.

3 Significant accounting policies (a) General Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2007.

(b) Change in accounting policies Joint Ventures (‘JVs’) JVs are those entities over which Heineken has joint control, established by contractual agreement and requiring unanimous consent for strategic ﬁnancial and operating decisions. Heineken decided to change the accounting treatment for JV’s from the proportional consolidation method to the equity method as from 1 January 2008. This decision was based on Exposure Draft 9 (‘ED 9’) as issued in September 2007 by the international Accounting Standards Board (‘IASB’), which proposes to only allow the equity accounting method for JV’s. It is expected that ED 9 will result in a new standard in 2009. The accounting policy is also in line with most of Heineken’s peers. Taken into account the above the equity method provides reliable and more relevant information.

F-7 Notes to the condensed consolidated interim financial statements The equity method implicates that the interest in the jointly controlled entity is initially recorded at cost (including the amount of goodwill) in the consolidated financial statements at the date that joint control commences. The consolidated financial statements include Heineken’s share of the total recognised income and expenses of JVs on an equity-accounted basis, from the date that joint control commences until the date that joint control ceases. When Heineken’s share of losses exceeds the carrying amount of the JV, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that Heineken has an obligation or has made a payment on behalf of the JV.

This change in accounting policy was recognised retrospectively in accordance with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, and comparatives have been restated. The change in accounting policy had a negative impact for the six months period ended 30 June 2007 of EUR651 million on revenue and EUR87 million on results from operating activities. The share of proﬁt of associates/JVs is positively impacted by EUR43 million. Total assets as at 30 June 2007 decrease by EUR948 million due to this policy change. The restatement had no impact on equity and proﬁt attributable to equity holders of Heineken.

(c) Taxes Income tax expense is recognised based on management’s best estimate of the weighted average annual income tax rate expected for the full ﬁnancial year, adjusted for tax exempt income or non-deductible expenses.

(d) Intangible assets i Brands

Brands acquired, separately or as part of a business combination, are capitalized if they meet the deﬁnition of an intangible asset and the recognition criteria are satisﬁed.

Brands acquired as part of a business combination are valued at fair value based on the royalty relief method. Brands acquired separately are measured at cost.

Following the S&N acquisition, strategic brands and customer-related and contract-based intangibles have been acquired. Strategic brands are well known international/local brands with a strong market position and an established brand name. No strategic brands and material customer-related and contract-based intangibles have been acquired in other acquisitions since the conversion to IFRS in 2004.

Strategic brands are amortized on an individual basis over the life of the estimated useful life of the brand. Other brands are amortized on a portfolio basis per country. ii Customer-related and contract-based intangibles Customer-related and contract-based intangibles are capitalized if they meet the definition of an intangible asset and the recognition criteria are satisfied. If the amounts are not material these are included in the brand valuation. The relationship between brands and customer- related intangibles is carefully considered so that brands and customer-related intangibles are not both recognized on the basis of the same cash flows.

Customer-related and contract-based intangibles acquired as part of a business combination are valued at fair value based on the Multi-period Excess Earnings Method (MEEM). Customer-related and contract-based intangibles acquired separately are measured at cost.

Customer-related and contract-based intangible are amortized over the period of the contractual arrangements or the remaining useful life of the customer relationships. iii Amortisation Intangible assets with a ﬁnite life are amortised on a straight-line basis over their estimated useful lives from the date they are available for use. The estimated useful lives are as follows:

F-8 Notes to the condensed consolidated interim ﬁnancial statements

* Strategic brands 40 – 50 years * Other Brands 15 – 25 years * Customer-related and contract-based intangibles 5 – 30 years * Software 3 years * Capitalised development costs 3 years (e) Reclassifications Certain amounts of the condensed consolidated interim financial statements for the six months period ended 30 June 2007 have been reclassified or line items have been added in order to conform to IFRS 7 consistent with the classification in the consolidated financial statements for 2007.

F-9 Notes to the condensed consolidated interim ﬁnancial statements 4. Segment reporting For the six months period ended 30 June 2008

Central and Eastern Africa and the Head Ofﬁce / Western Europe Europe The Americas Middle East Asia Paciﬁc Eliminations Consolidated In millions of EUR 2008 2007* 2008 2007* 2008 2007* 2008 2007* 2008 2007* 2008 2007* 2008 2007*

Revenue...... 3,372 2,703 1,761 1,544 749 805 753 603 127 115 (351) (294) 6,411 5,476 Other income...... 2 2 4 (5) — 1 8 ———— 214 — Results from operating activities...... 299 79 167 192 85 98 196 140 19 13 (44) 28 722 550 Assets...... 12,734 4,409 5,978 5,126 899 982 1,717 1,087 950 394 269 408 22,547 12,406 Unallocated assets ...... 292 353

Total assets...... 22,839 12,759

F-10 * = refer to change in accounting policies as described in 3(b) Notes to the condensed consolidated interim ﬁnancial statements 5. Acquisitions and disposals of subsidiaries and minority interests Scottish & Newcastle (‘S&N’) acquisition

On 28 April 2008, S&N was acquired by Sunrise Acquisition Ltd (‘Sunrise’). The consortium agreement between Heineken and Carlsberg regulates the allocation of the consideration, brands, businesses and separation steps to be completed after the acquisition. Based on the consortium agreement, Heineken has gained control over the S&N businesses in the United Kingdom, Finland, Portugal, United States and Belgium as from the acquisition date for a consideration of EUR2.7 billion.

Effect of S&N acquisition The S&N acquisition had the following effect on Heineken’s assets and liabilities on acquisition date. Pre- acquisition Recognised carrying Fair value values on In millions of EUR Note amounts adjustments acquisition

Property, plant & equipment...... 8 1,681 (73) 1,608 Intangible assets...... 9 474 1,198 1,672 Investments in associates and joint ventures...... 211 389 600 Other investments ...... 409 173 582 Advances to customers ...... 150 — 150 Deferred tax asset ...... 178 Inventories ...... 307 8 315 Trade and other receivables, prepayments and accrued income ...... 931 — 931 Cash and cash equivalents ...... 157 — 157 Loans and borrowings ...... 11 (3,622) 82 (3,540) Employee beneﬁts ...... (44) (172) (216) Deferred tax liabilities ...... (76) (476) (552) Provisions ...... (116) 9 (107) Current liabilities ...... (1,851) (14) (1,865)

Net identiﬁable assets and liabilities...... (1,388) 1,131 (257) Goodwill on acquisition...... 9 2,933

Consideration paid ...... 2,676 Net bank overdraft acquired ...... 131

Net cash outﬂow...... 2,807

The goodwill on the acquisition of S&N has mainly been allocated to the Western Europe region. The rationale for this allocation is that one of the key drivers for the acquisition of S&N is to obtain and defend a leading position in Western Europe. A large part of the synergies can only be realised through coordination and management at the Western European region.

The S&N shareholdings in India and Ireland are included in investments in associates and joint ventures and other investments respectively.

The purchase price and the allocated fair values of assets and liabilities acquired have been determined on a provisional basis, as not all information was available yet on the balance sheet date, and the ﬁnal settlement with the consortium partner has not yet been completed.

The S&N acquired businesses have been included for two months in the ﬁrst six months period ended 30 June 2008. The contribution to revenue amounted to EUR608 million and results from operating activities and share of proﬁt of associates and joint ventures amounted to EUR15 million, excluding the impact of exceptional restructuring costs related to the acquisition of EUR60 million. Amortisation of brands and customer relationships included amounted to EUR13 million.

F-11 Notes to the condensed consolidated interim ﬁnancial statements Should the S&N acquired businesses have been included as from 1 January 2008, management estimates that the pro-forma contribution to revenue would have amounted to EUR1,512 million and pro-forma results from operating activities and share of proﬁt of associates and joint ventures amounted to -/- EUR6 million, excluding the impact of exceptional restructuring costs related to the acquisition of S&N and the announced closure of the Berkshire brewery. Amortisation of brands and customer relationships included amounted to EUR38 million. This pro-forma information does not purport to represent what our actual results would have been had the acquisition actually occurred on 1 January 2008, nor are they necessarily indicative of future results of operations. In determining the contributions, management has assumed that the fair value adjustments that arose on the date of the acquisitions would have been the same if the acquisitions had occurred on 1 January 2008.

Effect of other acquisitions and disposals In addition to the acquisition of S&N, other acquisitions and disposals occurred during the ﬁrst six months of 2008. In Serbia, Algeria and Romania, breweries, and in Tunisia a soft drinks company were acquired. Due to competitive sensitivity and the non-disclosure agreements with the parties involved, the acquisition prices are not individually disclosed. Disposals during the ﬁrst six months of 2008 mainly concerned the sale of Saint Omer Brewery in France.

The other acquisitions and disposals had the following effect on Heineken’s assets and liabilities on acquisition date:

Pre- acquisition carrying Fair value Total other Total In millions of EUR Note amounts adjustments acquisitions disposals

Property, plant & equipment...... 8 190 (17) 173 (27) Intangible assets ...... 9 — 18 18 — Other investments ...... 1 1 (7) Deferred tax assets ...... — 8 8 (5) Inventories...... 22 — 22 (47) Trade and other receivables, prepayments and accrued income..... 22 4 26 (43) Cash and cash equivalents ...... 2 — 2 (10) Minority interests ...... (6) — (6) 2 Loans and borrowings...... 11 (46) — (46) 23 Employee beneﬁts...... (1) — (1) — Deferred tax liabilities...... — (2) (2) 4 Provisions...... (1) — (1) 2 Current liabilities...... (30) (1) (31) 111

Net identiﬁable assets and liabilities . 153 10 163 3 Goodwill on acquisitions...... 9 283 —

Consideration paid/(received), satisﬁed in cash...... 446 3 Net bank overdraft acquired/ (Net cash disposed of) ...... 13 (3)

Net cash outﬂow/(inﬂow)...... 459 —

The fair values of assets and liabilities of some acquisitions have been determined on a provisional basis, as not all information was available yet on the balance sheet date.

The contribution in the ﬁrst six months of 2008 of the other acquisitions to results from operating activities and to revenue was immaterial. If the other acquisitions had occurred on 1 January 2008, management estimates that consolidated results from operating activities and consolidated revenue would not have been materially different for the six months ended 2008.

F-12 Notes to the condensed consolidated interim financial statements Provisional accounting Krusˇovice and Syabar acquisition In the consolidated financial statements as at and for the year ended 31 December 2007, the fair values of assets and liabilities of the acquisition of Krusˇovice and Syabar were determined on a provisional basis. In the first six months of 2008 no material adjustments have been made to these provisional values. The provisional accounting of these acquisitions will be finalised in the second half year of 2008. Any adjustments necessary will be adjusted to the provisional amounts.

6. Raw materials, consumables and services

In millions of EUR 2008 2007

Raw materials...... 581 375 Non-returnable packaging...... 873 712 Goods for resale...... 819 705 Inventory movements ...... (130) (65) Marketing and selling expenses ...... 798 705 Transport expenses...... 404 313 Energy and water ...... 158 127 Repair and maintenance...... 133 118 EC ﬁne...... — 219 Other expenses ...... 567 410

4,203 3,619

7. Income tax expense The Group’s consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2008 was 28.1 per cent (for the six months period ended 30 June 2007: 40.5 per cent). This decrease in effective tax rate was caused mainly by the fact that in the ﬁrst six months period ended 30 June 2007 the ﬁne of the European Union of EUR219 million has been considered as non-deductible expenses.

8. Property, plant and equipment Acquisitions During the six months ended 30 June 2008 the Group acquired assets with a cost of EUR2,353 million (six months ended 30 June 2007: EUR397 million), including assets acquired through business combinations (see note 5) of EUR1,781 million (six months ended 30 June 2007: EUR12 million).

Capital commitments During the six months ended 30 June 2008 the Group entered into a contract to purchase property, plant and equipment for EUR236 million.

9. Intangible assets Impairment tests for cash-generating units containing goodwill A review of the impairment triggers has been performed and based on this review there was no need for an impairment test. Annual impairment tests are performed in December of each year.

F-13 Notes to the condensed consolidated interim ﬁnancial statements 10. Total equity

Equity attributable to equity holders of Minority Share Translation Hedging Fair value Other legal Reserve for Retained the interests In millions of EUR capital reserve reserve reserve reserves own shares earnings Company Restated* Total equity

Balance as at 1 January 2007...... 784 96 28 97 459 (14) 3,559 5,009 284 5,293 Net recognised income and expense ...... — (10) (6) (11) (5) — 5 (27) (1) (28) Proﬁt ...... ————53—24930260362 Transfer to retained earnings ...... ————(27) — 27 — — — Dividends to shareholders ...... ——————(216) (216) (65) (281) Purchase minority shares ...... ———————— 1 1 Purchase own shares ...... —————(8)—(8)—(8) Share-based payments...... —————— 3 3— 3

Balance as at 30 June 2007...... 784 86 22 86 480 (22) 3,627 5,063 279 5,342 F-14

Balance as at 1 January 2008...... 784 7 44 99 571 (29) 3,928 5,404 307 5,711 Net recognised income and expense ...... — (74) 31 (9) (5) — 5 (52) (8) (60) Proﬁt ...... ————53—35440767474 Transfer to retained earnings ...... ————(28) — 28 — — — Dividends to shareholders ...... ——————(225) (225) (99) (324) Purchase minority shares ...... ————————1313 Purchase own shares ...... —————(11) — (11) — (11) Share-based payments...... —————— 2 2— 2 Changes in consolidation...... ———————— 4 4

Balance as at 30 June 2008...... 784 (67) 75 90 591 (40) 4,092 5,525 284 5,809

* = refer to change in accounting policies as described in 3(b) Notes to the condensed consolidated interim ﬁnancial statements Weighted average number of shares – basic

In shares 2008 2007

Number of shares – basic- as at 1 January...... 489,174,594 489,564,594 Effect of own shares held ...... (243,025) (191,603)

Weighted average number of shares – basic – as at 30 June ...... 488,931,569 489,372,991

Dividends The following dividends were declared and paid by Heineken:

In millions of EUR 2008 2007

Final dividend over 2007 in 2008 EUR0.46, respectively in 2007 over 2006 EUR0.44 per qualifying ordinary share ...... 225 215

Total dividend declared and paid ...... 225 215

After the balance sheet date the Executive Board proposed the following dividends. These interim dividends have not been provided for.

In millions of EUR 2008 2007

EUR0.28 per qualifying ordinary share (2007 EUR0.24)...... 137 118

11. Loans and borrowings In millions of EUR 2008 2007

Non Current liabilities ...... 8,778 1,295 Current Liabilities...... 1,286 787

Total ...... 10,064 2,082

To finance the acquisition and to replace existing loans and borrowings of S&N Heineken entered into an Acquisition Credit Facility of GBP3.85 billion (‘S&N acquisition facility’) with a consortium of nine banks. As at 30 June 2008, EUR4.2 billion has been drawn under two tranches with a maturity of 5 years. One tranche with a maturity of 1 year, extendable to 2 years (GBP1.1 billion) and a tranche with a maturity of 5 years (GBP2.75 billion). Interest is based on Libor/Euribor plus a margin. No financial covenants apply; there is only an incurrence covenant. The variable interest has partly been swapped from floating to fixed interest.

Following the acquisition of S&N EUR3.2 billion of non-current interest bearing loans and borrowings has been assumed, of which USD1.15 billion S&N US private placement has been renegotiated as per the date of the acquisition with maturities between 2009 and 2015 and a weighted annual interest rate of 5.4 per cent. Assumed debt amounting to EUR 1.3 billion has been replaced by the amounts drawn under the above S&N acquisition facility.

As per 30 June 2008 EUR850 million was drawn on the existing revolving credit facility of EUR2 billion. Interest is based on EURIBOR plus a margin.

12. Provisions Restructuring

The provision for restructuring mainly relates to restructuring programs in The Netherlands, France and the UK.

F-15 Notes to the condensed consolidated interim ﬁnancial statements Other provisions Other provisions consist of, amongst others, provisions formed for onerous contracts, surety provided, litigation and claims, and environmental provisions.

13. Contingencies Netherlands Heineken is involved in an antitrust case initiated by the European Commission for alleged violations of the EU competition laws. By decision of 18 April 2007 the European Commission stated that Heineken and other brewers operating in the Netherlands, restricted competition in the Dutch market during the period 1996-1999. This decision follows an investigation by the European Commission that commenced in March 2000. Heineken fully cooperated with the authorities in this investigation. As a result of its decision, the European Commission has imposed a fine on Heineken of EUR219 million in 2007. All cartel decisions by the European Commission may be appealed against before the European Court of First Instance and then before the Court of Justice of the European Communities in Luxembourg. These two courts are empowered to annul decisions in whole or in part and to reduce or increase fines, where this is deemed appropriate. On 4 July 2007 Heineken filed an appeal with the European Court of First Instance against the decision of the European Commission as Heineken disagrees with the findings of the European Commission. Pending appeal, Heineken was obliged to pay the fine to the European Commission. This imposed fine is treated as an expense in our 2007 annual report. The European Commission filed its defense on 22 November 2007. Heineken has filed its statement of reply in March 2008. The European Commission has filed its reply by rejoinder in May 2008, Heineken is entitled to request for oral pleadings before the court (2009). A final decision by the European Court is expected thereafter.

14. Subsequent events Acquisition Rechitsa brewery On 25 July 2008 the acquisition of the Rechitsa brewery has been completed. Heineken paid USD9.9 million (EUR6.4 million) for the increase in the share capital of Rechitsa, ultimately leading to a 67.7 per cent share in the company. The transaction is ﬁnanced from existing credit facilities. Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent IFRS changes involved, it is considered impracticable to disclose the information required according to IFRS 3.67.

Acquisition Drinks Union On 1 July 2008 this acquisition has been completed by way of acquiring 97.38 per cent of the shares. The transaction is funded from existing credit facilities. Due to the competitive sensitivity and the non-disclosure agreements with the parties involved, the acquisition price is not disclosed. Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent IFRS changes involved, it is considered impracticable to disclose the information required according to IFRS 3.67.

Acquisition Eichhof On 4 July 2008, Heineken announced that following the expiry of the extended offer period on 3 July 2008, 96.54 per cent of all shares in the newly formed Eichhof Getra¨nke Holding AG had been tendered. On 21 August 2008 the Swiss Competition approved the acquisition of Eichhof Beverage Holding by Heineken Switzerland AG. On 29 August 2008 the transaction has been settled for an amount of CHF273 million (EUR169 million). The transaction has been ﬁnanced from existing credit facilities. Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent IFRS changes involved, it is considered impracticable to disclose the information required according to IFRS 3.67.

F-16 Notes to the condensed consolidated interim ﬁnancial statements Acquisition Efes Serbia On 22 August 2008, the partnership agreement between Heineken and Efes International for the Serbian market was formalised with the creation of Central Europe Beverages B.V., in which Heineken owns 72 per cent stake. Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent IFRS changes involved, it is considered impracticable to disclose the information required according to IFRS 3.67.

Loans and borrowings On 22 August 2008, Heineken announced that during July it has placed EUR742 million of long- term debt instruments, including a US private placement for USD505 million (EUR324 million) and a German private placement for EUR418 million. These private placements have 5 to 10 years maturities and serve to redeem existing banking facilities, partly related to the S&N acquisition. As a consequence, the S&N acquisition facility has been reduced to an amount of EUR4.2 billion that is fully utilised.

Amsterdam, 1 September 2008

Executive Board J.F.M.L van Boxmeer D.R. Hooft Graaﬂand

F-17 To: the Executive Board of Heineken N.V. Review report Introduction We have reviewed the condensed consolidated interim financial statements for the six month period ended 30 June 2008 of Heineken N.V., Amsterdam as set out on pages F-1 to F-17, which comprises the consolidated balance sheet, income statement, statement of recognised income and expense and statement of cash flows for the six month period then ended. Management is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review. The condensed consolidated interim financial information for the six month period ended 30 June 2007 has not been reviewed. The amounts included for comparative purposes in the income statement, statement of recognised income and expense and statement of cash flows have therefore not been reviewed. Scope of Review We conducted our review in accordance with Dutch law including standard 2410, ‘‘Review of Interim Financial Information Performed by the Auditor of the Entity’’. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial information as at 30 June 2008 is not prepared, in all material respects, in accordance with IAS 34, ‘Interim Financial Reporting’, as adopted by the European Union.

Amstelveen, 1 September 2008 KPMG ACCOUNTANTS N.V.

G.L.M. van Hengstum RA

F-18 GLOSSARY

Definitions of terms and phrases used in this Base Prospectus Beia Before exceptional items and amortisation of brands and customer relationships. Depletions Sales by distributors to the retail trade. Earnings per share Basic Net profit divided by the weighted average number of shares – basic – during the year. Diluted Net profit divided by the weighted average number of shares – diluted – during the year. EBIT Earnings before interest and taxes and net finance expenses. EBITDA Earnings before interest and taxes and net finance expenses before depreciation and amortisation. Effective tax rate Income tax expenses divided by taxable profit. Fit2Fight Cost saving program aimed at reducing the fixed cost base versus 2005 by EUR450 million by 2008. Fixed costs under Fit2Fight Fixed costs under Fit2Fight include personnel costs, depreciation and amortisation, repair and maintenance costs and other fixed costs. Exceptional items are excluded from these costs. Fixed costs ratio Fixed costs under Fit2Fight as a percentage of revenue. Net profit Profit after deduction of minority interests (profit attributable to equity holders of the Company). Organic growth Growth excluding the effect of foreign exchange rate movements, consolidation changes, exceptional items, amortisation of brands and customer relationships and changes in accounting policies. Organic volume growth Increase in consolidated volume, excluding the effect of the first time consolidation of acquisitions. Profit Total profit of the Group before deduction of minority interests. 1 All brand names mentioned herein, including those brand names not marked by an 1, represent registered trade marks and are legally protected. Region A region is defined as Heineken’s managerial classification of countries into geographical units. Revenue Net realised sales proceeds in Euros. Top-line growth Growth in net revenue. Volume Amstel1 volume The group beer volume of the Amstel brand. Consolidated beer volume 100 per cent. of beer volume produced and sold by fully consolidated companies. Group beer volume The part of the total Group volume that relates to beer. Heineken1 volume The Group beer volume of the Heineken brand.

122 Heineken1 volume in premium segment The Group beer volume of the Heineken brand in the premium segment (Heineken volume in the Netherlands is excluded). Total beer volume The Group beer volume in a country. Total group volume 100 per cent. of beer, soft drinks and other beverages volume produced and sold by fully consolidated companies and joint- venture companies as well as the volume of Heineken’s brands produced and sold under licence by third parties. Weighted average number of Basic shares Weighted average number of issued shares adjusted for the weighted average of own shares purchased in the year. Diluted Weighted average number of basic shares after adjustment for the effects of all dilutive own shares purchased.

*‘EBIT, EBITDA, EBIT (beia) and net profit (beia)’ are not financial measures calculated in accordance with IFRS. Accordingly, it should not be considered as an alternative to ‘results from operation activities’ or ‘profits’ as indicators of Heineken’s performance. However, Heineken believes that ‘EBIT, EBITDA, EBIT (beia) and net profit (beia)’ are measures commonly used by investors and as such useful for disclosure. The presentation on these financial measures may not be comparable to similarly titled measures reported by other companies due to differences in the ways the measures are calculated.

123 REGISTERED OFFICE OF THE ISSUER Heineken N.V. Tweede Weteringplantsoen 21 1017 ZD Amsterdam The Netherlands

TRUSTEE BNP Paribas Trust Corporation UK Limited London Branch 55 Moorgate London EC2R 6PA England

ISSUING AND PRINCIPAL PAYING AGENT BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich, Howald – Hesperange L – 2085 Luxembourg

PAYING AGENT BNP Paribas Securities Services, London Branch 55 Moorgate London EC2R 6PA England

LEGAL ADVISERS To the Issuer as to English law: To the Issuer as to Dutch law: Allen & Overy LLP Allen & Overy LLP One Bishops Square Apollolaan 15 London E1 6AD 1077 AB Amsterdam England The Netherlands

To the Dealers and the Trustee as to English law: To the Dealers as to Dutch law: Clifford Chance LLP Clifford Chance LLP 10 Upper Bank Street Droogbak 1A London E14 5JJ 1013 GE Amsterdam England The Netherlands

AUDITORS TO THE ISSUER LISTING AGENT KPMG Accountants N.V. BNP Paribas Securities Services, Burgemeester Rijnderslaan 10-20 Luxembourg Branch 1185 MC Amstelveen 33, rue de Gasperich, Howald – Hesperange The Netherlands L – 2085 Luxembourg ARRANGER Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ England

DEALERS Banc of America Securities Limited Barclays Bank PLC Bank of America 5 The North Colonnade 5 Canada Square Canary Wharf London E14 5AQ London E14 4BB England England

BNP Paribas Citigroup Global Markets Limited 10 Harewood Avenue Citigroup Centre London NW1 6AA Canada Square England Canary Wharf London E14 5LB England

Credit Suisse Securities (Europe) Limited Fortis Bank NV/SA One Cabot Square Montagne du Parc 3 London E14 4QJ 1000 Brussels England Belgium

HSBC Bank plc ING Bank N.V. 8 Canada Square Foppingadreef 7 London E14 5HQ 1102 BD Amsterdam England The Netherlands

J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ England

imprima — C99143