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Annual Report Twenty Thirteen It Cannot Be Changed Without Changing Our Thinking

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Annual Report Twenty Thirteen It Cannot Be Changed Without Changing Our Thinking THE WORLD AS WE HAVE CREATED IT IS A PROCESS OF OUR THINKING... ANNUAL REPORT TWENTY THIRTEEN IT CANNOT BE CHANGED WITHOUT CHANGING OUR THINKING. Albert Einstein FINANCIAL STATEMENTS 50 Group Salient Features 51 Group Value Added Statement 52 Five-Year Summary of Results 53 Summary of Statistics 54 Ordinary Share Ownership A POSITIVE ACTION DEVELOPS 56 Financial Review FROM A POSITIVE VISION 57 Approval of Annual Financial Statements Hendrik van der Westhuizen 58 Independent Auditor’s Report 59 Report of the Directors 60 Statements of Financial Position REPORTS 61 Statements of Comprehensive Income 6 Company Profile 62 Statements of Cash Flows 8 Financial Highlights 63 Statements of Changes in Equity 10 Directorate and Administration 64 Notes to the Annual Financial Statements 11 Board of Directors 101 Annexure A - Secured Interest-bearing Loans and Borrowings 14 Senior Leadership Team 103 Annexure B - Property, Plant and 16 Chairman’s Statement Equipment and Intangible Assets 21 Managing Director’s Report 106 Annexure C - Interest in Subsidiaries 24 Sustainability Report 107 Annexure D - Directors’ Emoluments 44 Remuneration Report 108 Notice to Shareholders 46 Corporate Governance 109 Proxy Form Company Profile... COMPANY PROFILE Established on 29 October 1920, Namibia Breweries Limited In 2008, the joint venture was deepened through the formation of (NBL) is one of the leading beverage manufacturing companies DHN Drinks (Pty) Ltd in South Africa. This partnership has enabled in Namibia and, indeed, in Southern Africa. In 1920, the Kronen NBL to further penetrate the lucrative South African market. At Brauerei (Swakopmund), the Omaruru Brewery (Omaruru), the present, Windhoek Lager is brewed under licence in Gauteng for Klein Windhoek Brewery (Windhoek), and the Felsenkeller Brewery the South African market and distributed by DHN Drinks (Pty) Ltd. (Windhoek) were acquired by Messrs Carl List and Hermann Ohlthaver, who consolidated them to form South West Breweries Brewed by choice according to the German Reinheitsgebot (“Purity Ltd. When, in 1967, South West Breweries Ltd acquired the Hansa Law”) of 1516, Windhoek Lager, Windhoek Light, Windhoek Draught Brauerei in Swakopmund, the company became the only remaining and Tafel Lager enjoy a reputation of quality and purity for which the independent commercial brewery in Southern Africa. With Namibia’s brands have earned international recognition – including winning independence in 1990, South West Breweries Ltd changed to its gold medals during the prestigious Deutsche Landwirtschafts- current name of Namibia Breweries Ltd (NBL). Gesellschaft (DLG.) Awards in 2005, 2007, 2008, 2009, 2010, 2011, 2012 and 2013. Today, with the stated vision To Be the Most Progressive and Inspiring Company, NBL leads the domestic beer market and has The Ohlthaver & List Group of Companies launched a value system a significant share of the premium beer category in South Africa. in 2004, known as Mwenyopaleka, which means “rebirth” in the NBL’s total exports account for more than half of total production local Oshiwambo vernacular. Mwenyopaleka embodies the Group’s output. collective commitment to challenge our historic and cultural past to improve the future for everyone. As a member of the O&L Group, In May 1996, NBL listed on the Namibian Stock Exchange (NSX) NBL adopted the Mwenyopaleka values, which aim to align Group and became a publicly owned company. The Ohlthaver & List activities. In 2011, NBL adopted the new Group purpose: Creating Group of Companies, a major Namibian group, is the controlling a future, enhancing life, which governs the strategic focus for the shareholder in NBL. In 2003, leading drinks company Diageo and Group. brewer Heineken became NBL’s strategic partners. Brandhouse Beverages (Pty) Ltd serves as the marketing vehicle for NBL’s joint venture with Heineken and Diageo in South Africa. 21.0% 500.1 2013 2013 19.9% 28.9% 429.0 2012 2012 20.9% 375.3 20.9% 2011 2011 17.5% 303.0 2010 2010 16.4% 256.6 16.4% OPERATING PROFIT MARGINS 2009 2009 OPERATING PROFIT (N$ MILLION) 4.6% 85.8% BEER 50.9% EXPORT SOFTS 9.2% RTD’s DIVISIONAL 0.4% GEOGRAPHIC CONTRIBUTUTION TO 49.1% OTHER NAMIBIA CONTRIBUTUTION TO REVENUE 2013 REVENUE 2013 31 27 CENTS FINAL TOTAL DIVIDENDS PER CENTS FINAL (Proposed) SHARE DECLARED AND (23.11.2012) TOTAL DIVIDENDS PROPOSED PER SHARE 31 27 CENTS INTERIM CENTS INTERIM 2013 (10.05.2013) 62CENTS (11.05.2012) 54CENTS 2012 BALANCED PORTFOLIO FINEST TURNOVER 2013 TAFEL LAGER (N$ MILLION) FINEST TURNOVER 2012 TAFEL LAGER (N$ MILLION) WINDHOEK DRAUGHT 2383 WINDHOEK 2160 DRAUGHT 2013 2012 OTHER PERCENT GROWTH OTHER PERCENT GROWTH IN TURNOVER IN VOLUMES: NAMIBIA 10 WINDHOEK WINDHOEK 12 LAGER LAGER Directorate and Administration... Board of Directors... DIRECTORATE CHAIRMAN AND AND ADMINISTRATION EXECUTIVE DIRECTORS EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS COMMITTEES H van der Westhuizen G Mahinda 3 Remuneration and Nominations Committee Appointed to the Board as Managing Appointed to the Board on 1 July 2009. NB Blazquez (Chairperson) Director on 2 April 2012. Resigned on 17 September 2013. S Hiemstra (appointed 31 August 2012) BA Kidner 1 E Ender P Grüttemeyer 10 11 Appointed to the Board as Financial Joined the Group in 1975. Appointed Audit Committee Director on 18 July 2008. to the Board 1 February 1983. HB Gerdes (Chairperson) Resigned on 17 September 2013. S Thieme P Grüttemeyer Appointed to the Board in 2002. Elected M Kromat Chairperson of the Board on 11 July 2002. DFM Leleu NB Blazquez 1 Appointed to the Board on 2 September 2004. ADMINISTRATION H-B Gerdes Appointed to the Board on 28 July 2000. Company Registration Number P Grüttemeyer 2/1920 (Incorporated in Namibia) Appointed to the Board on 3 June 2004. 1979/001528/10 (Externally registered in C-L List South Africa) Appointed to the Board on 28 June 1979. Secretaries BHW Masche Ohlthaver and List Centre (Proprietary) Limited Joined the Group in 1968. Appointed to Alexander Forbes House, the Board on 28 June 1979. 23–33 Fidel Castro Street Resigned on 22 July 2013. PO Box 16, Windhoek, Namibia L van der Borght 6 Auditors Alternate Director to S Hiemstra. Appointed Deloitte & Touche to the Board on 2 December 2010. PO Box 47, Windhoek, Namibia S Hiemstra 5 Sponsor Sven Thieme Hendrik van der Westhuizen Bruce Anthony Kidner Appointed to the Board on 31 August 2011. PSG Konsult Namibian Namibian British M Kromat 2 PO Box 196, Windhoek, Namibia Chairman Managing Director Finance Director Alternate Director to G Mahinda. Appointed Transfer Secretaries to the Board on 30 November 2011. Transfer Secretaries (Proprietary) Limited Sven was appointed in March 2002. He is Wessie, a graduate of the University of Cape Town, Bruce joined Namibia Breweries in July 2008 DFM Leleu 4 PO Box 2401, Windhoek, Namibia the Executive Chairman of the Ohlthaver & has been with the O&L Group of Companies since as Finance Director. He is a qualified Chartered Appointed to the Board on 2 April 2012. Principal Bankers List Group (O&L). He joined O&L in 1998, 2003. In 2006 he was appointed to the board of Accountant with a wealth of experience. L V McLeod-Katjirua First National Bank of Namibia Limited after four years working as a Chartered Hangana Seafood (Pty) Ltd and became its Managing Prior to his current role, he held the position Appointed to the Board on 2 April 2012. PO Box 285, Windhoek Accountant in Luxembourg. He was also the Director in 2009. He played an integral role in successfully of Finance Director at the Guinness Ghana Attorneys architect of several joint ventures entered placing Hangana Seafood (Pty) Ltd on the road Breweries Group in Accra (Ghana) and Engling, Stritter & Partners into by O&L, including the deal between of sustained profitability and has over 19 years of has been with Diageo Plc since 1997. PO Box 43, Windhoek, Namibia Heineken, Diageo and Namibia Breweries. experience in the Food and Beverage Industry. Nationalities: 1 British 2 South African 3 Kenyan 4 French 5 Dutch 6 Belgian Board of Directors... 1. Bernd Masche 2. Sijbe Hiemstra 3. Peter Grüttemeyer A registered professional engineer in South Appointed in August 2011, Sijbe has over Joined the Ohlthaver & List Group of Africa and Namibia, he joined Namibia 30 years experience and has held several Companies (O&L) in October 2003 as chief Breweries (then South West Breweries) in senior positions in the Heineken Group ranging executive officer where he is responsible for September 1968. He was appointed as from Portfolio Manager to Heineken Regional formulating and executing strategy. He is a managing director of the company in 1982 and President Asia Pacific. Based at the Heineken qualified Chartered Accountant and prior to NON-EXECUTIVE after having served 21 years in this position, Headquarters in Amsterdam, Sijbe also holds a joining O&L, he held the position of partner- retired in September 2003, whereafter he BBA degree from the Rotterdam School in-charge of the Deloitte Namibia practice. was appointed as non-executive director in a of Higher Education Studies. DIRECTORS consultancy capacity until October 2009. 4. Hans-Bruno Gerdes 5. Gerald Mahinda 6. Ernst Ender Managing partner of the attorneys firm Engling, Gerald Mahinda moved to South Africa as Ernst was appointed as executive director Stritter & Partners in Windhoek, Habo is also an managing director of Brandhouse, with in February 1983, he took over responsibility associate of the Institute of Chartered Secretaries effect from 1 July 2009 after successfully for the Company’s export business as director: and holds a B.Proc. degree from the University leading East Africa Breweries (EABL) for developing markets in 2002. Prior to his 12 13 of Cape Town. He currently practices as a over ten years. He joined EABL as the group appointment in 1983, he held the position commercial/corporate attorney, holds numerous finance and strategy director in 1999, a of manager: marketing & sales.
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