AcceleratingAccelerating ourour visionvision forfor C&CC&C Acquisition of Anheuser-Busch InBev’s Irish, Northern Irish and Scottish Businesses 27 August 2009 Disclaimer This presentation does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any shares or other securities of C&C Group plc (the "Company"). The presentation contains forward-looking statements, including statements about the Company's intentions, beliefs and expectations. These statements are based on the Company's current plans, estimates and projections, as well as the Company's expectations of external conditions and events. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. The Company undertakes no duty to and will not necessarily update any such statements in light of new information or future events, except to the extent required by any applicable law or regulation. Recipients of this presentation are therefore cautioned that a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. Recipients are referred to the circular being published to the Company's shareholders which contains further details in respect of matters discussed in the presentation. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Any statement in this presentation which infers that the transaction may be earnings accretive does not constitute a profit forecast and should not be interpreted to mean that the Company’s earnings or net assets in the first full financial year following the transaction, nor in any subsequent period, would necessarily match or be greater than those for the relevant preceding financial year. 2 The C&C Team John Dunsmore CEO Stephen Glancey COO Kenny Neison Strategy & IR Noreen O’Kelly Company Secretary Liz Hodgins Tax & Treasury 3 Agenda Background John Dunsmore Transaction Rationale John Dunsmore Trading Update Stephen Glancey Financial Overview Stephen Glancey Conclusion John Dunsmore Q&A 4 Deal Overview • C&C is acquiring the Irish and Scottish businesses of AB InBev (ABI) – Ownership of Tennent’s brand – 20 year distribution agreement for Stella Artois, Beck’s and other premium ABI brands – Wellpark Brewery – Pub loan book of c. £27m – Normalised net sales of £162.2m and normalised EBITDA of £23.9m (£21.8m post royalty) in year to December 2008 • Total consideration of £180m (€205m1) – Of which £153m due on completion and £27m deferred to September 2010 • £10m cost and revenue synergies • Funded entirely from existing bank facility and cash reserves • Immediately earnings accretive on a pro forma basis • Returns exceed C&C’s weighted average cost of capital in the first full financial year post acquisition • Conditional on shareholder approval, competition clearance in Ireland and employee consultation 5 1. Consideration in Euros fixed at the closing spot exchange rate of 1EUR:0.877EUR on 26 August 2009 Transaction Perimeter Other C&C Tennent’s ABI distribution rights Assets • Wellpark brewery • Pub loan book Scotland • Tennent’s wholesale • 3 year contract brewing Non-exclusive on-trade agreement distribution rights • Pub loan book Northern Ireland Packaged Non-transnational on- and off-trade Republic of Ireland On- and non-transnational off-trade distribution rights Total acquired post royalty, normalised 2008 EBITDA: £21.8m 6 Our Vision To become a successful manager of premium and niche drinks brands in international markets….that don’t rely on scale for success A first rate small company that punches above its weight 7 Key Strategic Initiatives presented on 3rd March 1 New Business Structure To allow quick, profit focused decision making Short- 2 Strengthen Brand To meet local consumer and customer Term Proposition needs 3 Improve Cost Position Reduce cost base and over-capacity 4 New Routes To Market Partnership approach in existing and new markets Medium- 5 Build Strategic Alliances Maximise the use of our assets to enhance profits Term 6 Innovation Make product and business innovation a core competency 8 Progress So Far … • Five business units established New Business • Leaner management structure Structure • Launch of Pear cider Strengthen Brand • Country-specific marketing Proposition • Appropriate market-by-market pricing strategies • Reorganisation plan implemented Improve • Progress on procurement Cost Position 9 Accelerating Our Vision From Here Ownership Distribution rights 1 New Routes to Market Strengthen Brand Proposition Build Strategic Alliances Improve Cost Position 1. With the exception of Budweiser in ROI and draught Budweiser in Northern Ireland 10 Transaction Rationale • Strengthens route to market New – Route to market for developing Magners brand in Scotland Routes – Established route to market (through loan book) in Northern Ireland to Market – Extended footprint in Republic of Ireland • Enhances existing product portfolio position through ownership of an iconic Strengthen brand and strategic alliance with ABI Brand Proposition – #1 LAD position in Scotland with iconic brand proposition – #2 LAD position in Northern Ireland; improved market position Build – #3 LAD player in Republic of Ireland; product proposition well suited for Strategic off-trade Alliances • Identified synergies to be realised by FY 2012 Improve – Cost synergies of £5m Cost – Revenue synergies of £5m Position 11 Improved Route to Market • Route to market for the Magners brand through existing Tennent's distribution network Scotland • Range of specific initiatives identified for both on- and off-trade to enhance Magners’ distribution and rate of sale • Acquisition of ABI's loan book, with access to on-trade customer Northern base, offering well established route to market Ireland • Potential for enhanced sales of Tennent's and ABI brands through combining portfolio with Magners • Portfolio diversification Republic of • Ability to sell Tennent's and ABI brands through C&C's existing Ireland distribution network with significant volume growth benefits 12 Enhanced Portfolio Proposition: Tennent’s • Strong market position – #1 in Scotland; accounting for one in three pints of beer sold – #2 in Northern Ireland; 12% share by volume – #5 in United Kingdom • Outright ownership of Tennent’s brand – Tennent's Super and Pilsner to be licensed back to ABI – C&C has no economic interest in Super or Pilsner • Unique consumer proposition – “Tennent’s bridges the generation gap from father to son, successfully spanning city centre business and working men’s clubs” - BrandCentrics 2008 – Key sponsorships including the Scottish national football team and T in the Park enhance consumer preferences and loyalty An iconic drinks brand in Scotland with a rich history dating back to the 19th Century 13 Enhanced Portfolio Proposition: ABI Brands • C&C has the exclusive on-trade and off-trade distribution rights for ABI brands in NI and ROI for the next 20 years¹, and non-exclusive on-trade distribution rights for ABI brands in Scotland2 – Share and marketing spend commitments – C&C incentivised to grow the brands • Quality premium brands; together with C&C’s existing brands creates a powerful brand portfolio in Scotland and Ireland • Strategic partnership established with the world’s largest brewer 1. With the exception of Budweiser in ROI and draught Budweiser in Northern Ireland 2. Subject to certain carve outs for national multiples and other entities 14 Financial Overview Stephen Glancey COO 15 Trading update to 31 July • Revenue declined by 5% on a constant currency basis in 5 months to 31 July Revenue – Cider revenue declined 4% – Spirits and Liqueurs revenue declined 22% • Cider volumes increased by 3% in the five months to July – Bulmers volumes in Ireland increased by 3% – Magners volumes in Great Britain increased by 1% Volumes • Spirits & Liqueurs volumes declined by 17% during the period attributable to continuing de-stocking in major markets – There are some indications that this de-stocking process may be drawing to an end Re-affirm existing business operating profit at the top end of the previously stated range of €77m to €82m 16 Financial Overview Carve-out numbers1 Normalised2,3 £m 2008 2008 Net sales 165.5 162.2 EBITDA 20.9 23.9 Margin 12.6% 14.7% EBIT 7.8 10.8 Margin 4.7% 6.7% Capex 10.2 10.2 % net sales 6.2% 6.2% 1. Carve-out numbers have been prepared according to C&C’s accounting policies 2. EBITDA and EBIT were calculated after deducting certain charges that will cease to be incurred following the Acquisition. These include, inter alia, ABI intra-group management fees and ABI intra-group royalties payments totalling £3.7m in 2008 3. The carve-out financials include revenue and costs associated with a brand, Dutch Gold, that was sold by ABI but is not part of the Acquisition, so are deducted from the normalised financials 17 Pro forma EBITDA £10.0m £31.8m • Going forward C&C will be paying a £23.9m royalty to ABI in line with market rates £21.8m • Mutually beneficial royalty level £(2.1)m • Revenue and cost synergies totaling £10m by FY 2012 Normalised Royalty Pro forma Run rate Synergised 2008 normalised synergies pro forma EBITDA EBITDA EBITDA 18 Synergies: Cost • Cost synergies of £5m by FY 2012 • Split between sourcing optimisation and efficiency and overlap benefits • Sourcing optimisation – Procurement benefits – Sourcing and transport • Efficiency and overlap – Sales, marketing and