JOINT ANNOUNCEMENT by CEREBOS PACIFIC LIMITED (Incorporated in the Republic of Singapore) Company Registration No.:198104186H and SUNTORY BEVERAGE & FOOD ASIA PTE. LTD. (Incorporated in the Republic of Singapore) Company Registration No.: 201117283D a wholly-owned subsidiary of SUNTORY BEVERAGE & FOOD LIMITED (Incorporated in Japan with limited liability) in relation to the PROPOSED VOLUNTARY DELISTING OF CEREBOS PACIFIC LIMITED 1. INTRODUCTION 1.1 Delisting Proposal. Cerebos Pacific Limited (“ Cerebos ” or the “ Company ”) and Suntory Beverage & Food Asia Pte. Ltd. (the “ Offeror ”), a wholly-owned subsidiary of Suntory Beverage & Food Limited (“ Suntory ”), wish to announce that the Offeror has presented to the board of directors of the Company (the “ Board ”) a formal proposal (the “ Delisting Proposal ”) seeking the voluntary delisting of the Company (the “ Delisting ”) from the Official List of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”). The Offeror and/or Suntory hold, as at the date of this Announcement (the “ Announcement Date ”), 262,080,735 Shares (as defined below), representing approximately 82.58 per cent. of the issued Shares as at the Announcement Date. The Delisting is proposed to be made pursuant to Rules 1307 and 1309 of the Listing Manual of the SGX-ST (the “ Listing Manual ”). 1 1.2 Exit Offer . In conjunction with the Delisting Proposal, the Offeror has informed the Company that Nomura Singapore Limited (“ Nomura ”) will make, for and on behalf of the Offeror, an exit offer (the “ Exit Offer ”) to acquire: (i) all the ordinary shares (the “ Shares ”) in the capital of the Company, other than those held by the Offeror, its related corporations and their respective nominees; and (ii) all new Shares allotted and issued prior to the close of the Exit Offer pursuant to the valid exercise of any options (the “ Options ”) to subscribe for new Shares under the Cerebos Pacific Limited 1998 Executive Share Option Scheme (the “ Cerebos ESOS ”), (collectively, the “ Offer Shares ”) at a price of S$6.60 in cash (the “ Exit Offer Price ”) for each Offer Share. Pursuant to the Exit Offer, the Offer Shares are to be acquired together with the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Announcement Date. If any dividend, right or other distribution is declared, paid or made by the Company on or after the Announcement Date and the Offeror is not entitled to receive such dividend, right or other distribution in full from the Company in respect of any Offer Shares tendered in acceptance of the Exit Offer, the Exit Offer Price payable in respect of such Offer Shares will be reduced by the amount of such dividend, right or other distribution. 1.3 Options Proposal . Under the Delisting Proposal, the Company has been informed that Nomura will also make a proposal for the Options (“Options Proposal ”). 1.4 Shares in Issue . As at the Announcement Date, there are 317,349,795 Shares in issue and 2,452,000 outstanding Options granted to key management and employees under the Cerebos ESOS. 1.5 Offeror Announcement . The terms and conditions of the Exit Offer and the Options Proposal are set out in the announcement issued by the Offeror today (the “ Offeror Announcement ”) in relation to the Delisting Proposal, a copy of which is available on the website of the SGX-ST on www.sgx.com . Shareholders are advised to read this Announcement and the Offeror Announcement in its entirety. 2. PROVISIONS IN THE LISTING MANUAL RELATING TO THE DELISTING AND EXIT OFFER 2.1 Rule 1307. Pursuant to Rule 1307 of the Listing Manual, the SGX-ST may agree to an application by the Company to delist from the Official List of the SGX-ST, provided that: 2 (i) the Company convenes an extraordinary general meeting (“ EGM ”) to obtain the approval of holders of Shares (the “ Shareholders ”) for the resolution for the Delisting (the “ Delisting Resolution ”); (ii) the Delisting Resolution is approved by a majority of at least 75 per cent. of the total number of issued Shares (excluding treasury Shares) held by Shareholders present and voting, on a poll, either in person or by proxy at the EGM; and (iii) the Delisting Resolution is not voted against by 10 per cent. or more of the total number of issued Shares (excluding treasury Shares) held by Shareholders present and voting, on a poll, either in person or by proxy at the EGM. Shareholders should note that under Rule 1307 of the Listing Manual, the directors of the Company (the “ Cerebos Directors ”) and the controlling Shareholders of the Company need not abstain from voting on the Delisting Resolution. 2.2 Rule 1309. In addition, Rule 1309 of the Listing Manual requires that if the Company is seeking to delist from the Official List of the SGX-ST: (i) a reasonable exit alternative, which should normally be in cash, should be offered to the Shareholders and holders of any other classes of listed securities to be delisted; and (ii) the Company should normally appoint an independent financial adviser to advise on the Exit Offer. 3. INDEPENDENT FINANCIAL ADVISER 3.1 Independent Financial Adviser . The Company has appointed DBS Bank Ltd. as the independent financial adviser (the “ IFA ”) to advise the Cerebos Directors who are considered independent for the purposes of the Delisting Proposal and the Exit Offer (the “ Cerebos Recommending Directors ”), on the Delisting and Exit Offer. The recommendation of the Cerebos Recommending Directors and the IFA’s formal opinion will be set out in the circular to Shareholders in respect of the EGM to be convened for the purpose of passing the Delisting Resolution (the “ Delisting Circular ”). 3.2 Delisting Announcement and SGX-ST Application. Subject to the consideration of, and satisfaction with, the advice of the IFA on the fairness and reasonableness of the Exit Offer by the Cerebos Recommending Directors, the Company will (i) make an application to the SGX-ST for approval of the Delisting and (ii) subject to the SGX-ST giving its approval in 3 principle of the Delisting, convene an EGM in due course to seek the approval of Shareholders for the Delisting Resolution. 4. INFORMATION ON CEREBOS Information on the Group . The Company is a company incorporated and domiciled in Singapore and is listed on the Mainboard of the SGX-ST. The principal activities of the Company are the provision of management services to its subsidiaries and associated companies and the marketing and sale of health supplements, including essence of chicken and related products. The subsidiaries and associated companies of the Company are engaged principally in the manufacture, marketing and sales and distribution of health supplements, including essence of chicken and related products in Asia and food products and coffee in Australasia. 4.1 Information on the Board . The Board currently comprises the following directors: Name Designation Teo Chiang Long Chairman, Non-Executive and Independent Director Eiji Koike Executive Director Raja Tan Sri Muhammad Alias Bin Raja Non-Executive and Independent Director Muhammad Ali Wong Yuen Kuai Lucien Non-Executive and Independent Director Yuji Yamazaki Non-Executive and Non-Independent Director Nobuhiro Torii Non-Executive and Non-Independent Director Hong Sik Park Non-Executive and Non-Independent Director Ramlee Bin Buang Executive Director Lackana Leelayouthayotin Executive Director Gen Saito Alternate Director to Nobuhiro Torii Keiichi Abe Alternate Director to Yuji Yamazaki 5. FURTHER INFORMATION 5.1 Delisting Circular . The Delisting Circular containing, inter alia , further information on the Delisting Proposal and the terms and conditions of the Exit Offer, the advice of the IFA to the Cerebos Recommending Directors, the recommendation of the Cerebos Recommending Directors and the notice of EGM, will be despatched to Shareholders in due course. 4 5.2 Dealings in Shares . In the meantime, Shareholders are advised to exercise caution in their dealings in the Shares and to refrain from taking any action in relation to their Shares which may be prejudicial to their interests. 6. RESPONSIBILITY STATEMENTS 6.1 Cerebos Directors . The Cerebos Directors (including any director who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. The Cerebos Directors jointly and severally accept responsibility accordingly. Where any information in this Announcement has been extracted from published or publicly available sources (including but not limited to the Delisting Proposal), the sole responsibility of the Cerebos Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. 6.2 Offeror Directors . The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement (other than those relating to the Company and its subsidiaries and associated companies) are fair and accurate and that no material facts have been omitted from this Announcement, the omission of which would make any statement in this Announcement misleading. The directors of the Offeror jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources (including, without limitation, in relation to the Company and its subsidiaries and associated companies), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.