VOLUNTARY AND CONDITIONAL PUBLIC TAKEOVER BID IN CASH. Possibly followed by a squeeze-out FIBEMI. a limited liability company under Belgian law.

Transcription

1 VOLUNTARY AND CONDITIONAL PUBLIC TAKEOVER BID IN CASH Possibly followed by a squeeze-out BY FIBEMI a limited liability company under Belgian law and HOP!NVEST a private limited liability company under Belgian law FOR ALL SHARES WHICH ARE NOT ALREADY HELD BY THE BIDDERS OR BY PERSONS AFFILIATED WITH THE BIDDERS (INCLUDING VEERLE BAERT MOORTGAT AND DUVEL MOORTGAT) issued by DUVEL MOORTGAT a limited liability company under Belgian law at the price of EUR 95.0 per Share The Acceptance Period will commence on 21 December 2012 and close on 15 January 2013 (inclusive) at 4PM CET Acceptance Forms m, either directly or via a financial intermediary, be lodged with ING België NV The Prospectus and Acceptance Form may be obtained free of charge at the counters of ING België NV, or by telephone (+32(0) (Dutch), +32(0) (French) and +32(0) (English)). An electronic version of the Prospectus is also available on the internet at and Financial advisers to the Bidders: BR:

2 TABLE OF CONTENTS Clause Page 1. Definitions Important Notices Information contained in this Prospectus Restrictions Forward-looking statements General Information Approval by the FSMA Responsibility for the Prospectus Practical information Report of the Independent Expert Financial and legal advisors to the Bidders Memorandum in reply Governing law and jurisdiction The Bidders Identification of the Bidders Corporate purpose Activities and assets of the Bidders Shareholder and capital structure of the Bidders Governance structure of the Bidders Acting in concert between Fibemi and Hop!nvest Shareholding in Target Financial Information The Target Identification of Target Corporate purpose of Target Activities and History of Target Operational structure of Target Shareholder structure of Target Share capital of Target Governance structure Most important participations Recent Developments Financial Information Documents incorporated by reference Objectives and intentions of the Bidders Rationale of the Bidders Objectives of the Bidders Intentions of the Bidders Benefits for Duvel Moortgat and its Shareholders Benefits for the Bidders and their shareholders The Bid Characteristics of the Bid Compliance and validity of the Bid Indicative timetable Initial Acceptance Period Reopening of the Bid Delisting and possible mandatory reopening of the Takeover Bid Sell-out right BR:

3 7.8 Acceptance of the Bid and payment Other aspects of the Bid Tax Treatment of the Bid Taxation upon transfer of the Shares Tax on stock market transactions Annex 1. Acceptance form Cross reference list Statutory annual accounts of Fibemi per 31 December Interim accounts of Fibemi per 30 June Report of the independent expert Memorandum in reply Position work's council BR:

4 SUMMARY OF THE PROSPECTUS Notice This summary must be read as an introduction to the Prospectus. It should be read together with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus. Any decision whether or not to accept the Takeover Bid must be based on a careful and comprehensive reading of the Prospectus as a whole. No civil liability can be attributed to anyone in respect of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. The terms used in this summary with a capital initial and which are not expressly defined therein shall have the meaning attributed to them in the Prospectus. Bidders The Bidders are: Fibemi, a limited liability company under Belgian law, with registered address at Bospleinlaan 1, 1000 Brussel, RLE (Brussels) ("Fibemi"); and Hop!nvest, a private limited liability company under Belgian law, with registered address at Vennenbos 9, 9840 De Pinte, RLE (Gent) ("Hop!nvest"), (together the "Bidders"). Fibemi holds 3,416,681 (or 63.59%) of the outstanding shares in Duvel Moortgat on the date of this Prospectus. Hop!nvest does not hold any of the outstanding shares in Duvel Moortgat on the date of this Prospectus. Fibemi has control over Duvel Moortgat, which holds 97,947 treasury shares on the date of this Prospectus. These shares are considered to be shares held by a company affiliated with a Bidder. Hop!nvest is controlled by Veerle Baert Moortgat, who holds on the date of the Prospectus 546,291 shares in Duvel Moortgat. These shares are considered to be shares held by a person affiliated with a Bidder. On the date of this Prospectus, the Bidders and the persons affiliated with the Bidders jointly hold 4,060,919 (or %) of the outstanding shares in Duvel Moortgat. Target The target is Duvel Moortgat, a limited liability company under Belgian law, with registered address at Breendonkdorp 58, 2870 Puurs, RLE (Mechelen) (the "Target" or "Duvel Moortgat"). The main activity of the Target, the history of which dates back to 1871, is producing authentic specialty beers. The group is considered worldwide to be a key reference in the segment of high fermentation beers and mainly owes this dominant position to her successful beer Duvel. As a pioneer in fermentation and secondary fermentation beers, Duvel Moortgat grew to be one of the largest breweries in Belgium. For the fiscal year ending on 31 December 2011, on a consolidated basis, the Target generated a turnover of EUR 162,488, and the Target's global headcount amounted to BR:

5 Characteristics of the Bid Nature and purpose of the Bid The Takeover Bid is a voluntary conditional bid made in accordance with chapter II of the Royal Decree on Takeover Bids. The Takeover Bid is in cash. The Takeover Bid relates to all Shares issued by Duvel Moortgat, which are not already held by the Bidders or persons affiliated with the Bidders (including Veerle Baert Moortgat and Duvel Moortgat). Therefore, the scope of the Bid does also not include the 97,947 treasury shares held by Duvel Moortgat as at the date of this Prospectus. Since the Takeover Bid is launched by an entity that already controls the Target, an independent expert has been appointed to establish a valuation report in accordance with article 23 of the Royal Decree on Takeover Bids. This report can be found in Annex 5 to this Prospectus. The Bidders also intend to launch a simplified squeeze-out in accordance with article 513 of the Belgian Companies Code and articles 42 and 43 of the Royal Decree on Takeover Bids, if the conditions for such a squeeze-out are met. These conditions are included in article 42 of the Royal Decree on Takeover Bids. They concern (i) the ownership of 95% of the shares by the Bidders, the Target, and persons acting in concert with the Bidders, and (ii) the obtaining by the Bidders, in the framework of the Offer, of at least 90% of the Shares which are subject of the Offer. More specifically, these conditions are met if the Bidders, together with the Target and Veerle Baert Moortgat own 97.57% of the shares as a consequence of the Offer. Bid Price and payment The Bid Price per Share is EUR The Bid Price will be paid, at the latest, on the tenth (10) Business Day following announcement of the results of Initial Acceptance Period. The Bidders currently intend to pay the Bid Price on 5 February In case of a reopening of the Takeover Bid, the Bid Price for the Shares that will be tendered in the framework of such reopening will be paid, at the latest, on the tenth (10) Business Day following announcement of the results of the relevant subsequent Acceptance Period(s). Conditions of the Bid The Takeover Bid is subject to the following conditions: (a) (b) as a result of the Bid, the Bidders (together with their affiliated persons (including Veerle Baert Moortgat and Duvel Moortgat) will hold at least 95% of all shares in Duvel Moortgat; the non-occurrence, at any time prior to the date of announcement of the results of the Initial Acceptance Period, of a reduction in the closing quote of the BEL-20 index of more than 10% compared against the closing quote of the BEL-20 index on the date preceding the date on which the Bidders submitted the notice of its intention to launch the Takeover Bid to the FSMA in accordance with article 5 of the Royal Decree on Takeover Bids (i.e points); it being understood that the Bidders will only be able to withdraw the Bid because of a decrease of the Bel-20 closing quote below points, provided that and as long as, the closing quote of the Bel-20 index is below points. If the Bidders do not decide to withdraw their Bid at a moment when the closing quote is below points, and if the closing quote subsequently exceeds points, the Bidders will no longer be able to invoke this previous and temporary decrease of the Bel-20 index at a later stage. Any decision by the Bidders to maintain the Bid during a period in which the closing quote of the Bel-20 has temporarily fallen below points, does not affect the Bidders right to BR:

6 invoke the condition and thus withdraw its Bid if the closing quote of the Bel-20 index would again drop back below points. These conditions are exclusively for the benefit of the Bidders, who have the right to waive any of them in whole or in part. If any of the above conditions are not met, the Bidders will announce their decision whether or not they waive such condition at the time of announcement of the results of the Initial Acceptance Period at the latest. Indicative timetable Event (Anticipated) date Announcement of intention of Bidders to launch a Bid 12 October 2012 Regulatory filing of Takeover Bid with FSMA 16 November 2012 Announcement Date 16 November 2012 Approval of the Prospectus by FSMA 17 December 2012 Approval of the Memorandum in Reply by FSMA 17 December 2012 Publication of the Prospectus 19 December 2012 Opening of the Initial Acceptance Period 21 December 2012 Closing of the Initial Acceptance Period Announcement of the results of the Initial Acceptance Period (and confirmation by the Bidders whether the conditions of the Takeover Bid are met or, should this not be the case, whether the Bidders waive them or not) Mandatory reopening of the Takeover Bid (should the Bidders, together with Duvel Moortgat, hold at least 90% but cannot proceed with a simplified squeeze-out) 15 January PM CET 22 January January 2013 Initial Settlement Date 5 February 2013 Closing of the Acceptance Period of the mandatory reopening 12 February 2013 Announcement of the results of the mandatory reopening 19 February 2013 Opening simplified squeeze-out period (if the mandatory reopening did not already have the effect of a squeeze-out) 20 February 2013 Settlement Date of the mandatory reopening 5 March 2013 Closing of the Acceptance Period of the simplified squeeze-out 12 March 2013 Announcement of the results of the simplified squeeze-out 14 March 2013 Settlement Date of the simplified squeeze-out 28 March BR:

7 Motives, objectives and intentions of the Bidders Through this Takeover Bid, the Bidders intend (i) to strengthen their control over the Target and (ii) to privatize and delist the Target from Euronext Brussels. The reasons why the Bidders are launching the Bid now are the following: (a) Removing external expectations of continuous increases in income, in order to allow a long-term growth strategy The Bidders believe that a family shareholding will give Duvel Moortgat the best opportunities to continue to grow in the long run. Future income increases will mainly result from organic, rather than inorganic growth. Organic growth will result from (i) strengthening of the recently acquired trademarks (such as Liefmans and De Koninck) and (ii) further development of the geographic reach. External growth does not seem feasible at the moment, especially given the absence of appropriate acquisition opportunities. Nevertheless, this strategy requires continuous commercial investments to expand trademarks and to enter into new geographic areas in the coming years, and can suffer from external factors (such as exchange rates, commodity prices, economic crises) while the uncertain financial gains will only materialize in the long run. As a result, the Bidders believe that this strategy is not compatible with the pressure from the stock exchange to realize continuous, linear expectations with regard to increase of income. The listing of Duvel Moortgat has definitely contributed to her growth and professionalization, although the Bidders are of the opinion that the next step in the development of Duvel Moortgat can be achieved better within a family shareholding in the long run (b) Obtaining a delisting of Duvel Moortgat At present, the listing of Duvel Moortgat does no longer seem a useful instrument to obtain capital, finance acquisitions or keep employees by means of warrants. The reasoning mentioned above is the result of a reflection process that was held within the family circle. The aforementioned consideration that it is difficult to continuously fulfil external expectations at a time where it is mainly external factors that determine the short term results, and the wish of the family shareholders to position themselves as stable shareholders in the long run, have had a significant influence on this decision making process. The Bidders are after all of the opinion that in the context of a stock market, the pressure to manage in light of short term prospects (driven by external circumstances) is considerably higher that within a family shareholding where a long term vision allows for a different risk/return consideration. Once the decision was taken, the Bidders immediately executed the decision to proceed with the Bid. Considerations that it was perhaps not such a good timing to launch a Bid given the fact that the stock exchange rate of Duvel Moortgat was at an "all time high" did not play a role in this BR:

8 The Bid gives the Shareholders the possibility to sell their Duvel Moortgat shares at a Bid Price that reflects a considerable premium compared to an "all time high" stock price before the risk / return consideration changes. Even if the conditions for a squeeze-out are not satisfied, the Bidders reserve the right to apply for a delisting of the Shares pursuant to article 7, 4 of the Law of 2 August 2002, in which case such delisting will need approval from NYSE/Euronext Brussels and will only become effective if the FSMA has no objections. In accordance with Article 7, 4 of the law of 2 August 2002, NYSE/Euronext Brussels may delist financial instruments if (i) it considers that, due to exceptional circumstances, a normal and regular market can no longer be maintained for these financial instruments, or (ii) these financial instruments would fail to comply with the rules of the regulated market, except if such a measure is likely to significantly harm investors interests or to impair the proper functioning of the market. NYSE/Euronext Brussels must inform the FSMA of any proposed delisting. The FSMA may, in consultation with NYSE/Euronext Brussels, oppose the proposed delisting in the interest of investor protection (see subclause 7.6 for more details). Justification of the Bid Price The Bidders offer EUR 95.0 in cash for each Share. The Bidders have considered the following valuation methods to determine the price per Share offered under the Takeover Bid: (a) Historic price performance of the Target s share Considering the coverage by 4 equity research analysts and the liquidity of the share, it is assumed that the share price is a relevant valuation reference in order to assess the price per share. The Target was listed on NYSE/Euronext Brussels in June 1999, following the initial public offering, at a price of EUR per share. The Bid Price represents a 8.9% premium above the closing price as of 10 October 2012 and a premium of 2.4% as compared with the closing price of 11 October 2012 (i.e. the two days preceding the Announcement of the Offer) and 9.0%, 12.9% and 19.0% as compared to the average share price during the week, the month and 3 months preceding 11 October The Bid Price implies a premium of 26.6% as compared to the average share price evolution over the last 12 months prior to 11 October Furthermore, a gross-dividend of EUR 1.45 was distributed to the Shareholders on 13 June Shareholders that have already held the share for 12 months should therefore take into account in their return calculations a premium of 26.6% compared to the average stock market price of the 12 months preceding the Offer, as well as the received dividend. In conclusion, it should also be noted that, since its IPO in 1999 (and until the announcement of the intention of the Bid), the share price of the Target has never surpassed the level of the closing price on 11 October (b) Target share prices of equity research analysts The price offered for the Shares in the Bid reflects a premium of 9.5% to the average target price of EUR 86.8 per Share, as proposed by four independent equity research analysts of the brokers Petercam, ING, Degroof and KBC Securities. Their most recent reports date from 8 October 2012, 5 September 2012 and 31 August 2012 respectively (the last date being the date of both the recommendation from Degroof as that of KBC Securities). Each of these analyst reports was thus issued after publication of the half year results of the Target. It should be noted that target prices always reflect price targets in 6 or 12 months time whereas the Bid Price is effective on the Announcement Date. (c) Trading multiples of comparable quoted companies The selected peer group consists of a broad range of brewers, including a number of multinationals. The peer group includes, aside from the 4 world leading brewers AB-Inbev, SABMiller, Carlsberg BR:

9 and Heineken, also Boston Beer and Molson Coors. On 10 October 2012, the Bid Price represents a premium of respectively 1.0% and 4.6% to the implied share price that results from the application of median trading EV/EBITDA multiples for 2012 and 2013 of the comparable companies sample on the Target s financial metrics (as projected by the Bidder) and a premium to the implied share price based on median trading EV/EBIT multiples for 2012 and 2013 of respectively 9.0% and 15.9%. (d) Transaction multiples for comparable transactions The Bid Price represents a discount as compared to the implied share price based on median transaction multiples of 3.1% on EV/EBITDA and a limited premium of 0.5% on EV/EBIT. It should be noted that a number of retained transactions are considered as milestone transactions in the sector. These transactions (including the acquisitions of Grupo Modelo and Anheuser-Busch by AB- Inbev as well as the acquisition of Foster s Group by SABMiller) were executed for strategic reasons (e.g. buying market share in emerging markets) and for the potential synergies (economies of scale, overlap, etc). These transactions increase the overall average and median of comparable transaction multiples. The buy-out of minority shareholders of the Target by the Bidders does not allow for the creation of synergies or any other strategic advantage. (e) Discounted Cash Flow method ( DCF ) The discounted cash flow method has been based on the projections by the Bidders for the Target on future sales, profitability and capex requirements for the period In view of other valuation parameters, a discount rate ranging between % and a long term growth rate ranging between 1.0% - 2.0% was used. Based on these assumptions, the discounted cash flows valuation results in a share price value between EUR 80.1 and EUR The Bid Price represents a 18.6% premium to the lower end, a 9.1% premium to the middle of the valuation range and a discount of 1.0% to the upper case of this valuation range. The Bidders were informed of the fact that the annual report of Duvel Moortgat NV mentions a WACC of 6.16% for the financial year This WACC was not adopted by the Bidders since it is not in line with the hypothesis explained on page 50 nor with the discount rates that were used by the financial analysts that are following Duvel. (f) Excluded valuation methods are takeover premiums observed in selected Belgian public takeover bids, shareholders equity or net asset value approach and dividend discount model. In conclusion, having analysed the different valuation methodologies, the Bidders believe that the Bid Price of EUR 95.0 per share implies a premium or is at least in line with the different valuation ranges which result from the valuation methods applied. It should also be noted that the share price of the Target since the IPO in June 1999 has always listed lower than the Bid Price and that, moreover, the shareholders have received a dividend on a regular basis. The cumulative gross dividend since the IPO is EUR A complete justification of the Bid Price is provided in subclause 7.1(d) of the Prospectus. In accordance with articles 20 and sq. of the Royal Decree on Takeover Bids, the independent directors of Duvel Moortgat have appointed KBC Securities NV as Independent Expert. The Independent Expert has established a report in accordance with article 23 of the Royal Decree on Takeover Bids, which is included in this Prospectus as Annex 5. Other information relevant in the context of the Takeover Bid On 30 August 2012, Duvel Moortgat announced and published its half-year results (as at 30 June 2012) (for more details, see BR:

10 On 14 November 2012, Duvel Moortgat published an interim statement. This statement contained a number of indications regarding the results in the third quarter of 2012, as well as a forecast regarding the expected results for the entire 2012 financial year. Essentially, it was published that Duvel Moortgat expected to close the entire year with a revenue growth in line with the first half of the year 2012, but with an (operational) result in line with the previous year. This publication is perfectly in line with the sales, EBITDA and EBIT that the Bidders expect for 2012 and that are also mentioned on page 44 of the Prospectus. Forecast for Target concerning sales, EBITDA and EBIT E Sales EBITDA EBIT These financial parameters were also notified to the Independent Expert appointed by the independent directors in the framework of this transaction. It should be noted that the data expected by the Target for 2012 are very similar to the analyst consensus for 2012 (in particular an expected revenue of EUR million, an EBITDA of EUR 48.9 million, and an EBIT of EUR 34.2 million). It should also be noted that this analyst consensus is based on recommendations that were published before the press release by the family shareholders on 12 October 2012 (in which they declared to be considering a public takeover bid), and thus also before the interim statement of 14 November The press release relating to the interim statement of 14 November 2012 is available on Paying Agent Bank ING will provide the services of paying agent for the purposes of the Bid. Acceptance of the Takeover Bid may be done free of charge at a Paying Agent Bank by submitting the Acceptance Form, duly completed and signed. Any expenses possibly charged by other financial intermediaries will be for the account of holders tendering their Shares. The Prospectus The Prospectus has been published in Belgium in Dutch, which is its official version. The Prospectus and Acceptance Form may be obtained free of charge at the counters of the Paying Agent Bank ING, or by telephone (+32(0) (Dutch), +32(0) (French) and +32(0) (English)). This Prospectus is also available on the internet at and A French and English translation of the prospectus are made available in electronic form on the abovementioned websites. In case of any inconsistencies between the French and/or English translation on the one hand and the official Dutch version on the other hand, the Dutch version shall prevail. The Bidders have verified and are responsible for the consistency between the versions BR:

11 Tax on stock exchange transactions The Bidders will pay the tax on stock exchange transactions owed by the Shareholders. Memorandum in reply The board of directors of the Target has drafted a memorandum in reply in accordance with the Law on Takeover Bids and the Royal Decree on Takeover Bids. This memorandum in reply is dated 7 December 2012 and is attached as Annex 6 to this Prospectus. Governing law and Jurisdiction The Takeover Bid is governed by Belgian law and in particular the Law on Takeover Bids and the Royal Decree on Takeover Bids. The Court of Appeal of Brussels has the exclusive jurisdiction to settle any dispute arising out of or in connection with this Takeover Bid BR:

12 1. DEFINITIONS Acceptance Form means the form attached as Annex 1 to the Prospectus, which must be completed by those wishing to tender their Shares into the Takeover Bid. Acceptance Period means the Initial Acceptance Period and the subsequent acceptance period(s) of any reopening(s) of the Bid (including in the context of a squeeze-out). Announcement Date means 16 November 2012, ie the date on which the FSMA announced, in accordance with article 7 of the Royal Decree on Takeover Bids, that it had received the Bidders notice of its intention to launch the Bid. Bidders means (i) Fibemi, a limited liability company ("naamloze vennootschap"/"société anonyme") under Belgian Law, having its registered office at Bospleinlaan Brussels, RPR (Brussels) , and (ii) Hop!nvest, a private limited liability company ("besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée) under Belgian law, with registered office at Vennenbos 9, 9840 De Pinte, RPR (Gent) Bid Price means the cash consideration offered by the Bidders for each Share tendered in the Takeover Bid, as set out in subclause 7.1(d)(i) of the Prospectus. Business Day means any day on which the Belgian banks are open to the public, excluding Saturdays, as defined in Article 3, 1, 27 of the Law on Takeover Bids. Companies Code means the Belgian Companies Code of 7 May 1999, as amended. Duvel Moortgat or Target means Duvel Moortgat, a limited liability company ("naamloze vennootschap"/"société anonyme") under Belgian law, having its registered office at Breendonkdorp Puurs, RPR (Mechelen) EV/EBIT reflects the relation between the value of a company and the EBIT the company is able to realise. Such a ratio allows for comparison between different companies. EV/EBITDA reflects the relation between the value of a company and the EBITDA the company is able to realise. Such a ratio allows for comparison between different companies. EV/Sales reflects the relation between the value of a company and the sales that company can generate. Such a ratio allows for comparison between different companies. Fibemi means Fibemi, a limited liability company ("naamloze vennootschap"/"société anonyme") under Belgian Law, having its registered office at Bospleinlaan Brussels, RPR (Brussels) FSMA means the Belgian Financial Services and Markets Authority. Hop!nvest, means Hop!nvest, a private limited liability company ("besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée) under Belgian law, with registered office at Vennenbos 9, 9840 De Pinte, RPR (Gent) Independent Expert means KBC-Securities, a limited liability company, with registered office at Havenlaan 12, 1080 Brussels, registered under company number RPR (Brussels) BR:

13 Initial Acceptance Period means the initial period during which Shareholders can tender their Shares into the Takeover Bid, commencing on 21 December 2012 and closing on 15 January 2013 at 4PM CET. Initial Settlement Date means the date on which the Bid Price is paid to the Shareholders who have tendered their Shares into the Bid during the Initial Acceptance Period and on which title to said Shares is transferred. Law on Takeover Bids means the Belgian Law on public Takeover Bids of 1 April Law of 2 August 2002 means the Belgian Law of 2 August 2002 on the supervision of the financial sector and financial services, as amended. Paying Agent Bank means ING België, a limited liability company ("naamloze vennootschap"/"société anonyme") under Belgian Law, having its registered office at Marnixlaan 24, 1000 Brussels, registered under number RPR (Brussels). Prospectus means this Prospectus describing the terms of the Takeover Bid, including its annexes and any amendments that may be published during the Acceptance Period. Royal Decree on Takeover Bids means the Belgian Royal Decree on public Takeover Bids of 27 April Settlement Date means the Initial Settlement Date and the subsequent settlement date(s) of any reopening(s) of the Bid (including in the context of a squeeze-out). Share means any of the 1,312,311 currently outstanding shares in Duvel Moortgat for which the Takeover Bid is made (ie all shares in Duvel Moortgat, excluding the shares in Duvel Moortgat already held by the Bidders and the treasury shares held by Duvel Moortgat see 5.6(c) for more details). Shareholder means any holder of one or more Shares. Takeover Bid or Bid means the voluntary and conditional public takeover bid for cash launched by the Bidders in respect of all Shares not already held by the Bidders or Duvel Moortgat; as described in subclause 7.1(b) of this Prospectus. Total Bid Consideration means the aggregate amount to be paid by the Bidders in consideration for all Shares tendered in the context of the Takeover Bid, whether during the Initial Acceptance Period or in any subsequent Acceptance Periods. 2. IMPORTANT NOTICES 2.1 Information contained in this Prospectus The Bidders have not authorized any person to provide any information to the Shareholders other than the information contained in this Prospectus. The information contained in the Prospectus is accurate as of the date of the Prospectus. Any new significant fact or any material error or inaccuracy concerning the information contained in the Prospectus which is liable to influence the assessment of the Takeover Bid and which arises or comes to note between the date of the Prospectus and the close of the final Acceptance Period for the Takeover Bid shall be made public in Belgium, by means of a supplement to the Prospectus, in accordance with Article 17 of the Law on Takeover Bids BR:

14 The Shareholders must carefully read the Prospectus in its entirety and shall base their decision on their personal analysis of the terms and conditions of the Takeover Bid, taking into account the advantages and disadvantages that the Takeover Bid entails. Any summary or description in the Prospectus of statutory provisions, company operations, restructurings or contractual relations is provided for information purposes only and should not be construed as legal or tax advice as to the interpretation or enforceability of such provisions. In the event of doubt concerning the content or meaning of information contained in the Prospectus, the Shareholders should consult a licensed advisor or professional specialised in providing advice on the sale and purchase of financial instruments. With the exception of the FSMA, no other authority of any other jurisdiction has approved the Prospectus or the contemplated Takeover Bid. The Takeover Bid is only made in Belgium, and no steps whatsoever have been or will be taken in order to obtain the authorisation to distribute the Prospectus in jurisdictions outside Belgium. 2.2 Restrictions This Prospectus does not constitute an offer to purchase or to sell securities or a solicitation of an offer to purchase or sell securities (i) in any jurisdiction in which such offer or solicitation is not authorised or (ii) to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of any person in possession of the present Prospectus to obtain information on the existence of any such restrictions and to be sure to conform therewith where appropriate. No action has been or will be taken to permit a public offer in any jurisdiction other than in Belgium. Neither this Prospectus, nor the Acceptance Form nor any advertisement nor any other material may be supplied to the public in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of any offer to purchase or to sell securities. In particular, neither the Prospectus, nor the Acceptance Form or any other advertisement or material may be distributed to the public in the United States, the Netherlands, Canada, Australia, the UK or Japan. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws or the securities regulation of other jurisdictions such as Canada, Australia, the Netherlands, the UK or Japan. The Bidders expressly decline any liability for breach of these restrictions by any person. 2.3 Forward-looking statements This Prospectus includes forward-looking statements, including statements containing the following words: "believe", "plan", "expect", "anticipate", "intend", "continue", "seek", "may", "can", "will", "should" and similar expressions. Such forward-looking statements involve uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Bidders and Duvel Moortgat, their subsidiaries or affiliated entities or industry results to be materially different from future results, financial condition, performance or achievements expressed or implied in such forward looking statements. Given these uncertainties, the Shareholders should only rely to a reasonable extent on such forward-looking statements. These forward-looking statements speak only as of the date of the Prospectus. The Bidders expressly disclaim any obligation to update any such forward-looking statements in this Prospectus to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except where such update is required pursuant to article 17 of the Law on Takeover Bids BR:

15 3. GENERAL INFORMATION 3.1 Approval by the FSMA The Dutch version of the Prospectus has been approved by the FSMA on 17 December 2012, in accordance with Article 19 3 of the Law on Takeover Bids. This approval does not imply any assessment or judgment on the merits and the quality of the Bid and neither does it render any judgement on the position of the Bidders or the Target. A formal takeover filing was introduced by the Bidders with the FSMA (in accordance with Article 5 of the Royal Decree on Takeover Bids). The notification of the Bidders' intention to launch the Takeover Bid, to be issued pursuant to Article 7 of the Royal Decree, has been made public on 16 November With the exception of the FSMA, no other authority of any other jurisdiction has approved the Prospectus or the contemplated Takeover Bid. The Takeover Bid is only made in Belgium and no steps whatsoever have been or will be taken in order to obtain the authorisation to distribute the Prospectus in jurisdictions outside Belgium. 3.2 Responsibility for the Prospectus The Bidders, represented by their respective boards of directors, are responsible (and assume all responsibility) for the content of this Prospectus in accordance with article 21 of the Law on Takeover Bids, except for (i) the valuation report rendered by the Independent Expert, as attached to this Prospectus in Annex 5, (ii) the memorandum in reply ("memorie van antwoord"/"mémoire de réponse") which is prepared in accordance with articles 22 through 30 of the Law on Takeover Bids and is attached to this Prospectus as Annex 6, and (iii) position of the works council, which is prepared in accordance with Annex 1, point 7, of the Law on Takeover Bids and attached as Annex 7 to this Prospectus. The Bidders confirm that, to the best of their knowledge, the content of the Prospectus is true, not misleading and consistent with reality and does not comprise any material omission susceptible of altering the scope of the Prospectus. The information contained in this Prospectus with regard to Duvel Moortgat and its affiliated companies is based on publicly available information and on certain non publicly available information that was made available to the Bidders prior to the date hereof but which does not constitute privileged information that must be made public in accordance with Article 10 of the Law of 2 August Practical information The Prospectus has been published in Belgium in Dutch, which is its official version. The Prospectus and Acceptance Form may be obtained free of charge at the counters of the Paying Agent Bank ING, or by telephone (+32(0) (Dutch), +32(0) (French) and +32(0) (English)). This Prospectus is also available on the internet at and A French and English translation of the Prospectus are made available in electronic form on the above-mentioned websites. In case of any inconsistencies between the French and/or English translation on the one hand and the official Dutch on the other hand, the Dutch version shall prevail. The Bidders have verified and are responsible for the consistency between the versions BR:

16 3.4 Report of the Independent Expert In accordance with article 20 and sq. of the Royal Decree on Takeover Bids, the independent directors of Duvel Moortgat have appointed KBC Securities NV as Independent Expert. The Independent Expert has drafted a report in accordance with article 23 of the Royal Decree on Takeover Bids, which is included in this Prospectus as Annex Financial and legal advisors to the Bidders ING has advised the Bidders on certain financial aspects in connection with the Takeover Bid. These services have been rendered exclusively to the Bidders and no other party can rely on them. ING does not accept any liability for the information in the Prospectus, and nothing in the Prospectus can be considered as an advice, promise of guarantee given by ING. Allen & Overy LLP has advised the Bidders on certain legal aspects in connection with the Takeover Bid. These services have been rendered exclusively to the Bidders and no other party can rely on them. Allen & Overy LLP does not accept any liability for the information in the Prospectus, and nothing in the Prospectus can be considered as an advice, promise or guarantee given by Allen & Overy LLP. 3.6 Memorandum in reply A copy of memorandum in reply adopted by the Duvel Moortgat s board of directors on 7 December 2012 and approved by the FSMA on 17 December 2012 in accordance with article 22 of the Law on Takeover Bids, is attached as Annex Governing law and jurisdiction The Takeover Bid is governed by Belgian law and in particular the Law on Takeover Bids and the Royal Decree on Takeover Bids. The Court of Appeal of Brussels has exclusive jurisdiction to settle any dispute arising out of or in connection with this Takeover Bid. 4. THE BIDDERS 4.1 Identification of the Bidders (a) Fibemi Corporate Name:... Registered Address:... Date of Incorporation and duration:... Fibemi Bospleinlaan 1, 1000 Brussels 8 April 1987 Unlimited duration Register of Legal Entities:... RLE (Brussels) Corporate Form:... Financial year:... Limited liability company ("naamloze vennootschap"/ "société anonyme") under Belgian law 1 January 31 December BR:

17 Date of Annual Meeting:... Auditor... Third Thursday of April of each year De Roover & Co Bedrijfsrevisoren BVBA, represented by Mr Guy De Roover, with registered office at Rijmenamesesteenweg 290, 3150 Haacht (b) Hop!nvest Corporate Name:... Registered Address:... Date of Incorporation and duration:... Hop!nvest Vennenbos 9, 9840 De Pinte 7 November 2012 indefinite duration Register of Legal Entities:... RLE (Gent) Corporate Form:... Financial year:... Date of Annual Meeting:... Auditor... Private limited liability company under Belgian law 1 January 31 December Fourth Monday of June each year Hop!nvest is not legally required to appoint a statutory auditor, and does not intend to do so 4.2 Corporate purpose (a) Fibemi According to article 4 of Fibemi s articles of association, its purpose is to carry out the following activities: The capital participation, in whichever form, in all Belgian or foreign companies, and other forms of placement, acquisition by sale, subscription or any other manner, as well as the disposition by sale, exchange or any other manner, of securities of all kinds, the management, control and development of these participations. The company can also participate in the establishment, development, transformation, administration and control of all companies, while staying within the limits imposed by law, all activities that could cause the submission to the supervision by the banking commission being expressly prohibited. The management, conservation and development of real property, including the maintenance, transformation, design, construction and rent of real estate. Those activities for which the company does not have the necessary authorisations will be entrusted to subcontractors BR:

18 It may generally perform all commercial, industrial, financial operations and operations relating to securities and real property, which relate directly or indirectly to the corporate purpose of the company, or that serve to facilitate its realisation. Administrative and/or commercial consulting office both in Belgium and abroad. These activities may be executed by: Specific or enduring consulting services, directly to third parties or by subcontracting; Acceptance of mandates of director, managing director, liquidator or chief executive officer in other companies. (b) Hop!nvest The purpose of the company, both for its own account and on behalf of third parties, is: The subscription, permanent takeover, placement, purchase, sale and trading of shares, units, bonds, certificates, claims, funds and other securities issued by Belgian or foreign companies that may or may not have taken the form of commercial companies, administration offices, institutions and associations with or without a (semi-)public status. The acquisition and management of participations in companies with a similar or complementary corporate purpose or companies whose purpose is of nature to promote its corporate purspose, by means of a contribution in cash or in kind, merger, subscription, participation, financial intervention or otherwise. The fulfilling of mandates of director or liquidator in other companies, regardless of their purpose, the provision of advice, management and other services. These services may be provided pursuant to contractual or statutory appointments and in the capacity of external counsel or body of the company. The provision of loans, advances and guarantees in any form or for any duration, in so far as they contribute to the realisation of the purpose of the company. It may act as surety or guarantee, grant advances and credit, provide mortgages or other guarantees in favor of the companies in which it directly or indirectly participates in any way whatsoever or in favor of third parties in general, provided that this is in the company's interest. The management and exploitation of real estate. The purchase, sale and lease of real estate. All actions, all mediations and the like with respect to real estate, including all directly or indirectly related activities, acting as an intermediary in the purchase, sale or lease of buildings, acting as advisor with respect to real estate and as a developer, and this in the broadest meaning of the word, both in Belgium and abroad. This list is not exhaustive, but merely indicative. In general, the company may undertake all commercial, industrial, financial, movable or immovable actions that directly or indirectly, completely or partially relate to its purpose or that are of nature to facilitate or expand the realisation thereof BR:

19 The company may however in no way participate in estate planning or investment advice as referred to in the Law of 6 April 1995 regarding the secondary markets, the status of and the supervision of investment firms, intermediaries and investment advisers, and the implementing decrees taken on the basis of this legislation. 4.3 Activities and assets of the Bidders (a) Fibemi As mentioned in Annex 4 to this Prospectus ("Interim Accounts of Fibemi per 30 June 2012"), the total fixed assets of Fibemi amount to EUR 60,383,056. The main asset and activity of Fibemi is (the management of) its participation in Duvel Moortgat. Other than that, the main assets are minority participations and real estate, and the activities related to those assets. (b) Hop!nvest Hop!nvest was incorporated by Veerle Baert Moortgat in order to manage her participation in Duvel Moortgat. In accordance with section 4.7(d), 13.78% of the Shares acquired in the framework of the Takeover Bid shall be held by Hop!nvest. Moreover, provided that a positive tax ruling is obtained, Veerle Baert Moortgat shall contribute the Duvel Moortgat shares that she holds on the date of this Prospectus. The main acitivity and the main asset of Hop!nvest will therefore be (the management of) its participation in Duvel Moortgat, whereby at present Hop!nvest has no further activities nor assets given its recent incorporation. 4.4 Shareholder and capital structure of the Bidders (a) Current shareholder and capital structure of Fibemi On the date of this Prospectus, the share capital of Fibemi amounts to EUR 496,000 and is represented by 500 ordinary shares. Fibemi s current shareholder structure is as follows: Shareholder Shares Percentage Stichting Administratiekantoor Fibemi % Erfenis L. Moortgat 2 0.4% Total % Stichting Administratiekantoor Fibemi, a trust office foundation under Dutch law, controls Fibemi NV. Lema NV, Bemo NV and LP Invest NV each hold 1/3 of the certificates of Stichting Administratiekantoor Fibemi and control this trust office foundation jointly. Michel Moortgat controls Lema NV, Bernard Moortgat controls Bemo NV and Philippe Moortgat controls LP Invest NV. (b) Current shareholder and capital structure of Hop!nvest On the date of this Prospectus, the share capital of Hop!nvest amounts to EUR 18,600 and is represented by 30 ordinary shares BR:

20 Hop!nvest s current shareholder structure is as follows: Shareholder Shares Percentage Mrs Veerle Baert Moortgat 3 10% Mrs Kim Baert 9 30% Mrs Elke Baert 9 30% Mr Stijn Baert 9 30% Total % Mrs Veerle Baert Moortgat has the exclusive control over Hop!nvest, since she is the only statutory manager of Hop!nvest. (c) Shareholders' agreements between the Bidders The Bidders have entered into two shareholders' agreements. One of the shareholders' agreements concerns the modalities of jointly launching the Bid, in accordance with the conditions set out in the Prospectus. The other shareholders' agreement concerns (i) the right of Veerle Baert Moortgat (for the purposes of the agreement, Veerle Baert Moorgat also refers, as the case may be, to Hop!nvest) to have one representative in the board of directors of Duvel Moortgat and (ii) usual transfer restrictions (preemption rights, tag along and drag along rights, as well as put and call options that Fibemi and Veerle Baert Moortgat grant to one another, if necessary through a share buyback). The price against which this transactions take place, (i) is the price that is offered by a third party potential transferee or (ii) is determined on the basis of an annual value determination of the shares, executed by Duvel Moortgat's auditor or an independent expert. Except for the shareholders' agreements mentioned in this section 4.4(c) of the Prospectus, there are no agreements under article 11 of the Royal Decree on the Takeover Bids. The Bidders confirm for the sake of completeness that they did not receive any offers with regard to a potential sale of their shares in the Target and that they have no plans in this respect. 4.5 Governance structure of the Bidders (a) Current governance structure of Fibemi At the date of this Prospectus, the board of directors consists of three members: Name Expiration of term Function Bemo NV (with permanent representative Bernard Moortgat) Lema NV (with permanent representative Michel Moortgat) 27 April 2014 Director 27 April 2014 Director BR:

21 LP Invest NV (with permanent rerpresentative Philippe Moortgat) 27 April 2014 Director (b) Governance structure of Hop!nvest At the date of this Prospectus, the only statutory manager is Mrs Veerle Baert Moortgat 4.6 Acting in concert between Fibemi and Hop!nvest For the purposes of the Bid, the Bidders are acting in concert with one another, pursuant to article 3, 1,5, a) of the Law on Takeover Bids. 4.7 Shareholding in Target (a) Direct shareholding by the Bidders On the date of this Prospectus, Fibemi holds 3,416,681 (of 63.59%) of the shares in Duvel Moortgat. On the date of this Prospectus, Hop!nvest does not hold any shares in Duvel Moortgat. (b) Shareholding by affiliates of the Bidders On the date of this Prospectus, Duvel Moortgat is already an affiliate of the Bidders, given the control that Fibemi has over Duvel Moortgat. Duvel Moortgat currently holds 97,947 treasury shares (or 1.82%). Those treasury shares are excluded from the scope of the Bid. Veerle Baert Moortgat has control over Hop!nvest. She holds 546,291 (or 10.17%) of the shares in Duvel Moortgat, which are excluded from the scope of the Bid. Bemo NV holds 1,748 Shares in Duvel Moortgat and Lema NV holds 2,438 Shares in Duvel Moortgat. Although Bemo NV and Lema can be considered to be affiliated entities to one of the Bidders, their shares are included in the scope of the Bid. Bemo NV and Lema NV have each indicated that they will contribute their Shares in the Bid. (c) Recent acquisitions Nor the Bidders, nor any affiliates to the Bidders, nor any parties acting in concert with the Bidders (as defined in article 7, 2 of the Companies Code) have acquired any shares or warrants issued by Duvel Moortgat in the twelve (12) months preceding the date of the Prospectus, other than those set out below. Duvel Moortgat has acquired 200 treasury shares, at a share price that was always lower than the Bid Price in the twelve (12) months preceding the date of the Prospectus. It has, more in particular, acquired 109 shares at a price of EUR 68.5 per share on 7 December 2011 and 91 shares at the same price of EUR 68.5 per share on 27 December (d) Division of Shares acquired in the framework of the Bid The Bidders have agreed that (i) Fibemi will acquire 86.22% and (ii) Hop!nvest will acquire 13.78%, of the Shares which will be acquired in the framework of the Bid. 4.8 Financial Information (a) Fibemi BR:

22 The statutory annual accounts of Fibemi as of 31 December 2011 have been established in accordance with Belgian GAAP. These accounts have been approved by the board of directors of Fibemi on 8 May 2012 and were presented to the general shareholders' meeting of Fibemi held on 8 June The statutory annual accounts as at 31 December 2011 are attached as Annex 3 to the Prospectus. The statutory accounts of Fibemi per 30 June 2012 are attached as Annex 4 to the Prospectus. The statutory auditor of Fibemi is De Roover & Co Bedrijfsrevisoren BVBA, with registered offices at Rijmenamsesteenweg 290, 3150 Haacht, represented by Guy De Roover, which is a member of the Institute of Company Auditors ("Instituut der Bedrijfsrevisoren"/"Institut des Réviseurs d Entreprises"). The statutory accounts of Fibemi were audited by the statutory auditor, who has not formulated any reservations with these accounts. The statutory accounts per 30 June 2012 were not audited. (b) Hop!nvest Given the fact that Hop!nvest was only recently incorporated (on 7 November 2012), there are no annual accounts available yet. Hop!nvest is not legally required to appoint a statutory auditor, and does not intend to do so 5. THE TARGET 5.1 Identification of Target Corporate Name:... Registered Office:... Duvel Moortgat Breendonkdorp 58, 2870 Puurs Date of Incorporation: March 1931 Register of Legal Entities:... RLE (Mechelen) Corporate Form:... Listing:... Financial year:... Date of Annual Meeting:... Auditor:... Limited liability company ("naamloze vennootschap"/ "société anonyme") under Belgian law Euronext Brussels 1 January 31 December First Wednesday of June of each year De Roover & Co Bedrijfsrevisoren BVBA, represented by Mr André Schouteet, auditor, with registered office at Rijmenamsesteenweg 290, 3150 Haacht 5.2 Corporate purpose of Target According to article 3 of Duvel Moortgat s articles of association, its purpose is to carry out the following activities: BR:

23 (a) (b) Trade, in the broadest sense of the word (including production and conditioning), in: all kind of drinks, whether fermented or not, such as beers, wines, spirits, waters, soft drinks and fruit juices; grains and all goods necessary for the production and packaging of the aforementioned drinks, such as malt, barley, hops, etc. The management and trading of liquor stores. Acting as a finance company by granting loans to third parties, possibly accompanied by a pledge on business assets or conditional upon business as well as personal guarantees. The management of a general company dealing in real estate property, investment goods of all types, among other things by trading in and valuing real estate property, including the construction, alteration, finishing or fitting out of real estate property by acting as a general contractor, promoter or coordinator of the building works, by acting as an agent or as a holding company. Provision of services in the broadest sense of the word by, among other things, the delivery of advice and assistance with respect to business management and administrative management. As such, the Company may cooperate with, participate in any manner whatsoever, whether directly or indirectly, take interests in all types of enterprises, enter into all commitments, grant credits and investments, and give guarantees on behalf of third parties, including its own business. In summary, the Company may do anything in relation to the aforementioned activities or of a nature likely to encourage their achievement. 5.3 Activities and History of Target (a) History In 1871, Jan-Leonard Moortgat, son of a brewer s family from Steenhuffel, founds the Duvel Moortgat farm brewery together with his wife. The newly-found brewery is only one of over 4,000 breweries that existed in Belgium at the turn of the century. Thanks to a combination of perseverance, brewer s passion and craftsmanship, Jan-Leonard Moortgat gradually builds a loyal client base for his high fermentation beers. Around the turn of the century, Jan-Leonard s sons Albert and Victor join the business. Albert becomes the brewer, Victor takes care of deliveries by horse and cart to Brussels. English ales enjoy considerable popularity during this period. The First World War brings them to Belgium. Albert decides to be part of the English ale success story by creating a beer in line with the great English ales. Hence a sample of local yeast is indispensable, so Albert heads for Scotland. After a true Odyssey, he finally gets hold of the desired sample. Cultivated yeast from the same source is being used up until the present day. Initially, the beer is baptised Victory Ale to commemorate the end of the First World War. Until shoemaker Van De Wouwer changes history when he describes the beer as nen echten Duvel or a true Devil during a tasting. From 1923 onward, the beer is sold under this name. Production starts slowly with only a few crates in The beginning of the seventies is the era of the big breakthrough, when a well-thought out marketing strategy educates an ever-increasing number of people about the qualities of Duvel BR:

24 Since the fifties the third Moortgat generation takes over the lead: Bert and Marcel Moortgat and the two brothers Leon and Emile Moortgat. During the eighties Ben Gevaert also joins the group. They take care of the further technical and commercial development of the brewery. In the mid-seventies, the Duvel Moortgat beers start to build themselves a reputation abroad, a success owed mostly to Duvel. The first export initiatives cannot be held back any longer: first in the Netherlands, but the other neighbouring countries also follow quickly. Today, the beer is available in all parts of the world. In 1999, Duvel Moortgat did an initial public offering and was listed on the Brussels Euronext Stock Exchange. In 2001, Duvel Moortgat acquired a 50% participation in the Bernard brewery, a Czech brewer of premium beers. As the birthplace of Pilsner beers and the country with the highest total beer consumption per capita (140 litres per capita), the Czech Republic is an interesting market for Duvel Moortgat s international expansion, especially as Duvel Moortgat is convinced that mature beer markets have the most potential for the growth of speciality beers. In addition, the country is an excellent starting point for Central Europe. In 2002, Duvel Moortgat consolidated its presence on the East Coast of the United States by acquiring the distribution rights for Duvel. In addition, in 2003 the company raised its stake in Belâme (Ommegang brewery) to 100%. Through its subsidiary Duvel Moortgat USA Ltd, the group is represented in 45 states. At the same time, the group installed a local American sales team. The Ommegang Brewery sells Ommegang, Ommegang Witte, Hennepin, Rare Vos and Three Philosophers, all of which are American artisan speciality beers brewed according to the best Belgian brewing tradition. This has given Duvel a foothold in 2 of the most dynamic beer segments in the United States: the import market for Belgian speciality beers and the market of locally brewed artisan beers. In 2006, Duvel Moortgat acquired 100% of Brasserie d Achouffe, a brewery located in the Belgian Ardennes that brews, bottles and sells various specialty beers, among which the blond La Chouffe and the dark Mc Chouffe in the typical 75cl-bottle are the most well-known. In 2008, Duvel Moortgat took over the activities from the bankrupt companies Brouwerij Liefmans nv and Liefmans Breweries nv. Duvel Moortgat most of the assets including all machinery, all brands and all recipes. In 2010, Duvel Moortgat acquired 100% of shares of the Brouwerij De Koninck group from Antwerp. The Bolleke Koninck is mainly consumed in the Antwerp region and the Netherlands, but is greatly appreciated by beer connoisseurs outside those regions as well. The group includes the companies Brouwerij De Koninck nv, Padeko nv, Konifi nv, Gildenhuis Wilrijk nv, Brouwerij De Valk nv and Verlinden-Peeraer nv. (b) Company Profile Duvel Moortgat is an independent brewery that has been producing specialty beers since The group has become an international player with production units in Belgium, the United States and the Czech Republic and additionally, branches of its own in the Netherlands, France, the United Kingdom and China. The beers have acquired national and international recognition, and occupy a confirmed top position in the segment of strong blond ales. Duvel Moortgat brews an annual total of almost hl of specialty beers. The group holds a portfolio of about ten beer brands of which, next to Duvel - the strong blond specialty beer - Chouffe, De Koninck, Vedett, Maredsous, Liefmans, Ommegang and Bernard are the core brands BR:

25 45% of the group s turnover is generated in export or sales of beers produced in the foreign subsidiaries. Duvel is exported to over 50 countries all around the world. The main export markets are the United States, the Netherlands, France and the United Kingdom. (c) Focus on Quality Quality has been the common feature throughout Duvel Moortgat s existence: from the production planning and purchase of raw materials over the brewing process to the delivery to the on- and offtrade sector, the commitment to quality persists. Internal goals and external standards such as HACCP provide a reference frame to permanently maintain these high standards and exceed them wherever possible. This way, Duvel Moortgat is constantly pushing itself in order to provide the consumer with premium quality beers, thus ensuring that every consumer can enjoy his or her beer in perfect circumstances, always and everywhere. (d) Main Brands Duvel is a high fermentation luxury beer with an alcohol content of 8.5% abv. Brewed using malted barley and hops, it undergoes secondary fermentation in the bottle. Duvel is the group s best-known brand and is the international reference for the strong blond segment. Vedett is available in two varieties. Vedett Extra Blond is a low fermentation blond premium beer with an alcohol content of 5.2% abv. Although it has been brewed since 1945 (originally under the name Export and as Vedett since 1965), it wasn t until recently that it was given a new impulse. On 1 July 2008, its sister beer Vedett Extra White was launched, containing a 4.7% abv. This authentic white beer is brewed using the most exquisite raw materials and has a double fermentation, both in the bottle and in the keg. The Chouffe beers of the Brasserie d Achouffe are unpasteurized beers, to which nothing is added nor extracted during the production process. They are bottled in characteristic 75 and 150cl bottles, and are also available in 33cl bottles since The best-known goblin beers are La Chouffe, a gold coloured beer with an alcohol content of 8% abv that undergoes secondary fermentation in the bottle or the barrel, the dark version Mc Chouffe of 8.5% abv, and the season beer N ice Chouffe of 10% abv. De Koninck is the name of an Antwerp brewery of specialty beers. The most well-known beer in their portfolio is the amber-coloured specialty beer, popularly called Bolleke Koninck (5% abv) after the round-shaped tasting glass in which the beer is rendered its full flavour. Winter Koninck (6.5% abv) is brewed on each last Saturday of October. These variety is a limited edition, and contains twice the amount of caramel malts as the Bolleke Koninck. Triple d Anvers (8% abv) is a blonde to very light amber-coloured high-fermentation beer presenting a fruity fermentation aroma. Maredsous is the brand name of Duvel Moortgat s authentic abbey beers: Maredsous Blond and Tripel, two gold coloured beers with respective alcohol contents of 6% and 10% abv, plus Maredsous Bruin, an 8% abv dark version. The Benedictine Maredsous abbey beers owe their exceptional quality to their specific secondary fermentation in the bottle. Liefmans is the brand name for the beers of the Liefmans brewery in Oudenaarde, which all have a typical and unique taste: the fruity Cuvée-Brut (6% abv) and Liefmans Fruitesse (4.2% abv), Goudenband (8% abv) that is brewed using special malts, and Oud Bruin (5% abv) that equally obtains its typical taste and colour from the special malts used. Bel Pils is a 5% abv low fermentation beer, bottled or cask conditioned after a long period of maturation. The aromatic hops used for this beer render it its characteristic taste and aroma. Bel Pils BR:

26 is Duvel Moortgat s stylish luxury Pilsner and one of the on-trade markets most typical Pilsner beers. Bernard is the umbrella name for a range of premium Pilsner beers (Bernard Light, Bernard Pilsner, Bernard Dark and Bernard Special), brewed using a traditional and natural method. Thanks to these beers, the Bernard brewery is nationally renowned as a niche player in the premium beers segment of the Czech Republic. Three Philosophers (9.8% abv), Ommegang Abbey (8.5% abv), Hennepin (7.7% abv), Rare Vos (6.5% abv), BPA (6,2 % alc. vol.) and Ommegang Witte (5.1% abv) are the most important beers brewed by Brewery Ommegang, Duvel Moortgat s American production unit. With their specifically Belgian character, and together with Duvel, they respond to the American interest in specialty beers. (e) Production Facilities Duvel Moortgat Brewery (Puurs, Belgium): Duvel Moortgat s main brewery in Puurs produces most of the group s beers: Duvel, Maredsous, Bel Pils and Vedett. Brasserie d Achouffe (Achouffe-Houffalize, Belgium): the production facility of Brasserie d Achouffe in Achouffe (Houffalize) produces various specialty beers, among which the blond La Chouffe and the dark Mc Chouffe. Liefmans Brewery (Oudenaarde, Belgium): the production plan in Oudenaarde produces the beers Liefmans branded beers (Cuvée-Brut, Liefmans Fruitesse, Goudenband and Oud Bruin. Brouwerij De Koninck (Antwerp, Belgium): in this production plan located near the city centre of Antwerp, the De Koninck range of beers are produced (De Koninck, Winter Koninck and Triple d Anvers). Brewery Ommegang (Cooperstown NY, USA): located in the state of Ney York, Brewery Ommegang produces the Ommegang range of beers (Witte, Hennepin, Rare Vos, Three Philosophers, Abbey Ale and BPA). Brewery Bernard (Humpolec, Czech Republic): in this premium beer production facility, the Bernard range of beers are produced and sold in most national supermarket chain stores and in a number of important hotel and catering outlets. 5.4 Operational structure of Target The Duvel Moortgat structure, with a wide range of subsidiaries and joint ventures reflects the group s growing international activities. The operating activities of the Duvel Moortgat Group are organised in a business unit: production and sales of drinks. Additionally, there are a number of other activities. The production and sales of drinks business unit is responsible for the brewing, bottling, conditioning and the sales of the various drinks. The business unit coordinates these activities in the following subsidiaries and joint ventures: Duvel Moortgat nv brews, bottles and sells the company s own brands (Duvel, Bel Pils, Vedett and Liefmans), plus the Maredsous abbey beers brewed under licence from the Fromagerie et Brasserie de Maredsous BR:

27 Brasserie d Achouffe nv brews, bottles and sells various specialty beers, among which the blond La Chouffe and the dark Mc Chouffe are the best-known. Duvel Moortgat purchased the Ardennes brewery in September Brouwerij Steendonk nv in liquidation is a joint venture between Duvel Moortgat and the Palm Breweries, responsible for the production and sales of the Steendonk white beer. This company is in liquidation as from 24 March Brouwerij De Koninck nv brews, bottles and sells the Bolleke Koninck beer and some other brands. Duvel Moortgat purchased the shares of the De Koninck group in August Rodinny Pivovar Bernard as in the Czech Republic bottles and sells a broad range of premium beers marketed under the Bernard brand. Sladovna Bernard as is the Bernard Brewery s malting unit. Brewery Ommegang Ltd brews and bottles, amongst others, Ommegang Abbey, Ommegang Witte, Hennepin, Rare Vos and Three Philosophers in the United States. Moortgat Horeca Services nv is Duvel Moortgat s central on-trade distribution point. It was formed in 1999 from the merger of the Group s regional beer dealers in Antwerp and Brussels, plus beer dealer De Cuyper nv. The LFB Group runs a chain of French theme cafés positioned as beer villages, with outlets in Strasbourg, Tours, Clermont-Ferrand, Grenoble, Nancy and two in Lyon. Moortgat Consumer Services nv (formerly known as Eura Drinks nv) runs Duvel Moortgat s visitors centre and brewery tours activities, as well as the visitor shop and web shop activities. Duvel Moortgat is a participant in the European Economic Interest Grouping Beer & Selected Beverages (BSB) EESV. BSB is a logistical distribution platform for specialty beers in The Netherlands. Duvel Moortgat France sarl is the group s sales organisation in France. It is directly responsible for the sales of the beers to the on- and off-trade. Duvel Moorgat USA Ltd is the group s sales and distribution organisation for the United States. It is present in 45 states. Groupement des Bières Speciales (GBS) GEIE, also a European Economic Interest Grouping, is the distribution platform for specialty beers in France. Belga Bar (UK) Ltd takes care of the exploitation of Bar Music Hall in London. Duvel Moortgat UK Ltd is the group s sales organisation in the United Kingdom. It is responsible for the sales of the beers to the on- and off-trade. Duvel Moortgat Shanghai Ltd is responsible for the import, distribution and sales of the group s brands in China. Duvel Moortgat Hong Kong Ltd is the group s sales and distribution organisation in Asia and the South West Pacific BR:

28 Brouwerij De Valk nv is the distribution company of the Brouwerij De Koninck group. De Valk daily delivers to hundreds of pubs and restaurants. The business unit other activities includes all property interests and financial services of the Duvel Moortgat group: Moortgat Immo Services (MIS) nv has been the Group s property company since It includes the horeca outlets that used to be spread over various companies. Parallel nv owns horeca outlets on the Waalse Kaai in Antwerp. Espace Belge GEIE is a European Economic Interest Grouping that owned the Bouillon Racine building in Paris. Duvel Moortgat held a 23,4% share in Espace Belge. On 17 December 2009, the property was sold. The GEIE was dissolved and settled on 22 December LDV Immo nv owns the property for on-trade use at the Elisabeth avenue in Berchem (Antwerp). Moortgat Financial Services (MFS) nv provides financial support to the horeca outlets. MFS was converted into a financial institution in May 1999, in conformity with the Act of 22 March Its outstanding loans portfolio to pubs and cafés stood at 2,084,415 at the end of La Vallée des Fées sa is a former hotel that is part of the Brasserie Achouffe site. It was converted into a visitor centre, containing a pub and shop. Padeko nv is the real estate company of the Brouwerij De Koninck group. It owns some 70 on-trade properties, mainly in the Antwerp region. Gildenhuis Wilrijk nv is a real estate company of the Brouwerij De Koninck group, and owns a property for on-trade use on Heistraat, Wilrijk. SCI Pizay is a part of the LFB Group and owns a property for on-trade use on rue Pizay, Lyon, France BR:

29 Duvel Moortgat NV 50% Brouwerij Steendonk NV in liquidation 100% Moortgat Horeca Services NV 100% Moortgat Immo Services NV 50% Rodinný Pivorar Bernard as 100% Moortgat Financial Services NV 100% DRC SA 100% Parallel NV 100% 100% Sladovna Bernard as Brewery Ommegang Ltd 8.26% 50% 83.48% LFB Développement SA LFB Expansion SA 100% 23.40% L.D.V. Immo NV Espace Belge à Paris geie 100% 100% Brasserie d Achouffe SA Brouwerij De Koninck NV 100% 10.99% Moortgat Consumer Services NV BSB EESV 90% 90% LFB Strasbourg LFB Clermont- Ferand 100% 100% La Vallée des Fées Padeko NV 100% Duvel Moortgat France Sarl 90% LFB Tours 100% Gildenhuis Wilrijk NV 100% Duvel Moortgat USA, Ltd 90% LFB Grenoble 100% SCI Pizay 33% Geie Groupement Bières Spéciales 90% 90% LFB Nancy LFB Lyon 100% Belga Bar (UK) Ltd 90% LFB Lyon (2) 100% Duvel Moortgat UK Ltd 100% Duvel Moortgat Hong Kong Ltd 100% Duvel Moortgat Shanghai Ltd 100% Brouwerij De Valk NV VZW Biererfgoed 18.62% IFAST NV BR:

30 5.5 Shareholder structure of Target Based on the most recent disclosures of important shareholdings in Duvel Moortgat, dated 26 November 2012, in accordance with the law of 2 May 2007, the current shareholding in Target is, as at the date of this Prospectus, as follows: Shareholder Number of Shares % of total Fibemi 3,416, % Veerle Baert Moortgat 546, % Treasury shares 97, % Bemo NV 1, % Lema NV 2, % Public 1,308, % Total 5,373, % 5.6 Share capital of Target (a) Share capital On the date of the Prospectus, the share capital of Duvel Moortgat amounts to EUR 12,722, and is divided into 5,373,230 shares without nominal value. (b) Authorised capital According to article 6bis of Duvel Moortgat s articles of association the board of directors may increase the share capital, in one or more occasions, by an amount of maximum EUR 2,000,000. This authorisation is valid for a period of five (5) years from 28 June (c) Treasury shares On the date of this Prospectus, Duvel Moortgat holds 97,947 treasury shares representing 1.82% of its share capital, which are excluded from the scope of the Takeover Bid. The board of directors of Duvel Moortgat has been explicitly authorised by the general shareholders' meeting, for a period of three (3) years starting as of 6 July 2012, to acquire or dispose of its own shares or profit shares in accordance with article 620, 1, third and fourth section, and article 622, 2,1 of the Companies Code, without a prior resolution of the general meeting being required, either directly or through a person acting in his own name but on behalf of the Target, if such acquisition or disposal is necessary to prevent serious and imminent harm to the Target. The board of directors has moreover been explicitly authorised by the general shareholders' meeting, for a period of five (5) years starting as of 18 May 2009, to acquire by purchase or by exchange, the maximum number of shares as permitted by article 620 of the Companies Code, without a prior resolution of the general meeting being required, either directly or through a person acting in his own name but on behalf of the Target, or via a direct subsidiary, at a price of at least 85% and maximum BR:

31 115% of the closing price at which these shares are listed on the Brussels Stock Exchange at the time of such purchase or exchange. In the framework of the aforementioned authorisation given by the general shareholders' meeting, the board of directors has, during the financial year 2011, purchased 200 treasury shares. (d) Other securities with voting rights or giving access to voting rights On the date of this Prospectus, the Target has not issued any securities with voting rights or giving access to voting rights, other than the shares referred to in the subclause 5.6(a) of the Prospectus. (e) Fluctuation of Target s share price on NYSE/Euronext Brussels The graph below illustrates the evolution of Duvel Moortgat s share price on Euronext Brussels, and this for a period commencing on 11 October 2011 through 22 October Oct-2011 Nov-2011 Dec-2011 Jan-2012 Feb-2012 Mar-2012 Apr-2012 May-2012 Jun-2012 Jul-2012 Aug-2012 Sep-2012 Oct-2012 Source : ThomsonOne per 22 Oktober 2012 and the website of the Target 5.7 Governance structure (a) Board of directors The board of directors, whose members are appointed by the general shareholders' meeting, must consist of minimum three (3) members. Their respective term of office may not exceed six (6) years, but they may be re-elected. A majority of the directors is appointed by the general meeting from among the candidates exclusively nominated by Fibemi. The board of directors is currently composed as follows: BR:

32 Name Expiration of term Function Lema NV (with permanent representative Michel Moortgat) LP Invest NV (with permanent representative Philippe Moortgat) Bemo NV (with permanent representative Bernard Moortgat) 1 June 2017 Managing director 1 June 2017 Director 1 June 2017 Director Mrs Veerle Baert Moortgat 1 June 2017 Director Rubus NV (with permanent representative Michel Van Hemele) 1 June 2015 Director / Chairman of the board of directors Mr Axel Miller 1 June 2015 Independent director A2 BVBA (with permanent representative Mr Alain Beyens) 1 June 2015 Independent director Further information on the board of directors can be found in the annual report on the financial year 2011, available on the website of the Target ( (b) Executive Management The Executive Management is composed of the following executive members: Name Lema NV (with permanent representative Michel Moortgat) Krug BVBA (represented by Daniel Krug) Herbert DE LOOSE Ajax Consult BVBA (represented by Hedwig Neven) Lugandalf BVBA (represented by Lucien Beils) Function Managing director (CEO) Chief Operating Officer Chief Financial Officer Chief Technical Officer Human Resources Director Further information on the executive management can be found in the annual report on the financial year 2011, available on the website of the Target ( (c) Audit Committee The audit committee consists of members of the board of directors and has a minimum of three (3) members. All members of the audit committee are non-executive directors. The audit committee currently consists of BR:

33 Axel Miller (chairman); A2 BVBA (represented by Alain Beyens); Rubus NV (represented by Michel Van Hemele); and LP Invest NV (represented by Philippe Moortgat). Further information on the audit committee can be found in the annual report on the financial year 2011, available on the website of the Target ( (d) Nomination Committee The nomination committee currently consists of the following members: A2 BVBA (represented by Alain Beyens) (chairman); Bemo NV (represented by Bernard Moortgat); and Axel Miller. Further information on the nomination committee can be found in the annual report on the financial year 2011, available on the website of the Target ( (e) Remuneration Committee The Remuneration Committee consists of non-executive members of the board of directors and has a minimum of three (3) members. It currently consists of the following members: Veerle Baert Moortgat (chairman); A2 BVBA (represented by Alain Beyens); and Axel Miller. Further information on the remuneration committee can be found in the annual report on the financial year 2011, available on the website of the Target ( (f) Corporate Governance Charter The board of directors of Duvel Moortgat has adopted a Corporate Governance Charter in accordance with the Belgian Corporate Governance Code dated 9 December 2004, as amended on 12 March The last update of the Charter dates 26 March Duvel Moortgat deviates from the Corporate Governance Code 2009 in the sense that: Provision 2.3 of the Corporate Governance Code 2009 provides that at least three members of the board of directors must be independent. Moreover, provision 5.2/4 (Annex C) of the Corporate Governance 2009 Code requires that at least a majority of the members of the audit committee be independent and that at least one of them must have experience in the field of accounting and audit. Currently only two (2) out of seven (7) members of the board are independent and only half of the members of the audit committee qualify as independent directors, as Rubus NV, no longer meets one of the criteria of independence since the ordinary general meeting of 1 June The board of directors considers, however, that the BR:

34 functioning of the board of directors and the audit committee in their current composition with two independent directors is effective and appropriate. Moreover, with regard to the audit committee, the independent chairman has a decisive vote in case of a tied vote, in accordance with the internal rules. In addition, the current composition of the audit committee ensures the continuity given the appointment of two new members. Provision 4.6 of the Corporate Governance 2009 Code recommends that directors be appointed for a term not exceeding four years. The board of directors considers that the appointment of directors which are members of the family, for a period of six years, is justified in order to guarantee the continuity given the familial character of the company. Provision 5.3./6 (annex D) of the Corporate Governance 2009 Code recommends that the nomination committee meets at least twice a year. Having regard to the limited number of appointments and the short communication lines between directors, the nomination committee has only met once in 2011 (ie on 16 March). Provision 5.2./28 (annex C) of the Corporate Governance 2009 Code recommends that the audit committee meets at least four times per year. Given the limited size of the company and the frequent contacts between the directors and the various committees, the audit committee met only three times in 2011 (ie on 16 March, 4 April and 26 August). The corporate governance charter can be found on the website of the Target ( 5.8 Most important participations A list of the Target's fully consolidated subsidiaries can be found in the annual report on the financial year 2011, available on the website of the Target ( 5.9 Recent Developments For the recent developments with respect to Duvel Moortgat reference is made to the press releases, which have been published on the website of the Target ( Financial Information The statutory accounts have been established in accordance with Belgian GAAP, and the consolidated accounts in accordance with IAS/IFRS regulations. The annual accounts have been approved by the general shareholders meeting of Duvel Moortgat held on 6 June These accounts have been audited by De Roover & Co Bedrijfsrevisoren BVBA, having its registered office at Rijmenamsesteenweg 290, B-3150 Haacht, RLE (Leuven) , represented by Mr. André Schouteet, which is a member of the Institute of Company Auditors ("Instituut der Bedrijfsrevisoren"/"Institut des Réviseurs d Entreprises"), who has not formulated any reservations with these accounts. On 30 August 2012, Duvel Moortgat announced and published its half-year results. The Target's statutory auditor De Roover & Co Bedrijfsrevisoren BVBA carried out a limited audit of these interim results in accordance with the recommendation of the Belgian institute for statutory auditors ("Het Instituut van de Bedrijfsrevisoren"/l'Institut des Réviseurs d'entreprises") relating to assignements of limited review and in accordance with the International Standard on review engagements (ISRE) 2410, review of interim financial information performed by the independent auditor of the entity BR:

35 Duvel Moortgat's statutory and consolidated annual accounts per 31 December 2011 and interim accounts dated 30 June 2012 can be found on the website of the Target ( On 14 November 2012, Duvel Moortgat published an interim statement. This statement contained a number of indications regarding the results in the third quarter of 2012, as well as a forecast regarding the expected results for the entire 2012 financial year. Essentially, it was published that Duver Moortgat expected to close the entire year with a revenue growth in line with the first half of the year 2012, but with an (operational) result in line with the previous year. This publication is perfectly in line with the sales, EBITDA and EBIT that the Bidders expect for 2012 and that are also mentioned on page 44 of the Prospectus. Forecast for the Target concerning the sales, EBITDA and EBIT E Sales EBITDA EBIT These financial parameters were also notified to the Independent Expert appointed by the independent directors in the framework of this transaction. It should be noted that the data expected by the Target for 2012 are very similar to the analyst consensus for 2012 (in particular an expected revenue of EUR million, an EBITDA of EUR 48.9 million, and an EBIT of EUR 34.2 million). It should also be noted that this analyst consensus is based on recommendations that were published before the press release by the family shareholders on 12 October 2012 (in which they declared to be considering a public takeover bid), and thus also before the interim statement of 14 November The press release relating to the interim statement of 14 November 2012 is available on Documents incorporated by reference The following documents have previously been published by the Target, are available on the website of Target ( and are incorporated by reference in this Prospectus, in accordance with article 13, 3 of the Companies Code juncto article 50 of the Belgian law of 16 June 2006 on the public offering of securities and the admission of securities to trading on a regulated market: Duvel Moortgat's annual report for the financial year Press releases on Duvel Moortgat since Duvel Moortgat's Corporate Governance Charter. Duvel Moortgat's annual accounts for the financial year Interim Financial Report for the first 6 months that ended per 30 June BR:

36 The information so incorporated by reference herein shall form an integral part of the Prospectus, save that any statement contained in a document that is incorporated by reference herein, shall be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified shall not, except as so modified or superseded, constitute a part of this Prospectus. Attached as Annex 2 is a cross-reference list. 6. OBJECTIVES AND INTENTIONS OF THE BIDDERS 6.1 Rationale of the Bidders The Bid has a dual goal: (i) on the one hand strengthening the family control over Duvel Moortgat, and (ii) on the other hand obtaining a delisting of Duvel Moortgat. The reasons why the Bidders choose to launch the Bid now are the following: (a) Removing external expectations of continuous increases in income in order to allow a longterm growth strategy. The Bidders believe that a shareholding within the family context will give Duvel Moortgat the best opportunities to continue to grow in the long run. Future increases of income will mainly result from organic, rather than inorganic growth. Organic growth will result from (i) strengthening of the recently acquired trademarks (such as Liefmans and De Koninck) and (ii) further development of the geographic reach. External growth does not seem feasible at the moment, especially given the absence of appropriate acquisition opportunities. Nevertheless, this strategy requires continuous commercial investments to expand trademarks and to enter into new geographic areas in the coming years, and can suffer from external factors (such as exchange rates, commodity prices, economic crises) while the uncertain financial gains will only materialize in the long run. As a result, the Bidders believe that this strategy is not compatible with the pressure from the stock exchange to realize continuous, linear expectations with regard to increase of income. The listing of Duvel Moortgat has definitely contributed to her growth and professionalization, although the Bidders are of the opinion that the next step in the development of Duvel Moortgat can be achieved better within a family shareholding in the long run (b) Obtaining a delisting of Duvel Moortgat At present, the listing of Duvel Moortgat does no longer seem a useful instrument to obtain capital, finance acquisitions or keep employees by means of warrants. The reasoning mentioned above is the result of a reflection process that was held within the family circle. The aforementioned consideration that it is difficult to continuously fulfil external expectations at a time where it is mainly external factors that determine the short term results, and the wish of the family shareholders to position themselves as stable shareholders in the long run, BR:

37 have had a significant influence on this decision making process. The Bidders are after all of the opinion that in the context of a stock market, the pressure to manage in light of short term prospects (driven by external circumstances) is considerably higher that within a family shareholding where a long term vision allows for a different risk/return consideration. Once the decision was taken, the Bidders immediately executed the decision to proceed with the Bid. Considerations that it was perhaps not such a good timing to launch a Bid given the fact that the stock price of Duvel Moortgat was at an "all time high" did not play a role in this. The Bid gives the Shareholders the possibility to sell their Duvel Moortgat shares at a Bid Price that reflects a considerable premium compared to this "all time high" stock price before the risk / return consideration changes. 6.2 Objectives of the Bidders The Bidders intend to proceed with a squeeze-out if they obtain, jointly with the Target and with the persons acting in concert with the Bidders (including Mrs Veerle Baert Moortgat), 95% or more of the Duvel Moortgat shares by the end of the Bid. If the conditions listed in articles 42 and 43 of the Royal Decree on Takeover Bids are fulfilled, this squeeze-out will take the shape of a simplified squeeze-out. These conditions include, next to the aforementioned threshold of 95%, that the Bidders must acquire at least 90% of the Shares to which the Bid relates in the framework of the Bid. Concretely, this means that in order to launch a simplified squeeze-out, the Bidders must hold, together with the Target and with the persons acting in concert with the Bidders (including Mrs Veerle Baert Moortgat), 97.57% of the Duvel Moortgat shares by the end of the Bid. The simplified squeeze-out is realised by a reopening of the Bid at the same conditions during a period of at least 15 Business Days. If the Bidders can launch a squeeze-out bid and thereby obtain all Shares, the Shares will be delisted from NYSE Euronext Brussels and will no longer be traded on any public market or multi-trading facility. Even if the Bidders would not succeed in acquiring all outstanding Shares, they retain the right to request the delisting, in order to avoid the costs related to the listing of Shares. Euronext Brussels may refuse such a request for delisting and the FSMA may oppose this as well. 6.3 Intentions of the Bidders (a) Position of Duvel Moortgat The participation Duvel Moortgat will remain the main asset of the Bidders. (b) Intentions of the Bidders regarding the continuation of the activities of Duvel Moortgat and/or the implementation of restructurings At present, the Bidders do not have any plans to change or restructure the activities of Duvel Moortgat. More specifically, the Bidders do not have concrete plans to dispose of or restructure any existing divisions. In this respect, the Bid will have no impact on the interests of the employees, the employment conditions or on the employment as such. (c) Organizational structure In the event of a discontinuation of the listing of the Shares, the Bidders will install a simpler and lighter governance structure and management structure BR:

38 (d) Intended amendments to the articles of association In the event of a discontinuation of the listing of the Duvel Moortgat shares, the Bidders will provide in the articles of association that all Duvel Moortgat shares must be registered shares. In such case, they will also remove any reference relating to the fact that Duvel Moortgat makes or has made a public call on savings. (e) Dividend policy The dividend policy will be aligned to what is described above in the general strategy of the Bidders, and in general it may be assumed that the planned investments will give rise to a more erratic dividend policy. 6.4 Benefits for Duvel Moortgat and its Shareholders The most important advantage of the Bid for Shareholders is the Bid Price, and in this respect reference is made to section 7.1(d), titled "Bid Price". The Bid also implies an immediate liquidity opportunity for the Shareholders, who are able to get a return on their participation in Duvel Moortgat. The Bidders are of the opinion that a delisting and a family shareholding will give Duvel Moortgat the best opportunities for further development, and in this respect they refer to section Benefits for the Bidders and their shareholders The Bid enables the Bidders to strengthen the family control over the Target and is consistent with the intention of obtaining a delisting in accordance with the abovementioned explanation. Since the main activity of the Bidders consists of the management of their participation in Duvel Moortgat, they do not expect to be able to create any synergies with the Target. As explained below in the justification of the Bid Price, the Bid Price of 95.0 EUR reflects a significant growth potential of the Target. Regardless of the financing cost of the Bid, the Bidders will only generate profit on their investment when the Target can exceed the growth potential reflected in the Bid Price. On the other hand, the Bidders can suffer a loss from their investment if the business plan of the Target, as explained in the justification of the Bid Price, cannot be realised (completely). Given amongst other things the fact that this growth potential is driven by external factors, it is not possible to make further predictions regarding quantification and timing than those that are adopted in the framework of the justification of the Bid Price. 7. THE BID 7.1 Characteristics of the Bid (a) Nature of the Bid The Takeover Bid is a voluntary conditional bid made in accordance with chapter II of the Royal Decree on Takeover Bids. The Takeover Bid is in cash. (b) Scope of the Bid The Takeover Bid relates to all Shares issued by Duvel Moortgat, which are not already held by the Bidders or Duvel Moortgat (including Veerle Baert Moortgat en Duvel Moortgat). The Shares are listed on Euronext Brussels under ISIN code BE BR:

39 Duvel Moortgat has not issued any other securities with voting rights or giving access to voting rights. Duvel Moortgat has not issued any right enabling the holder of such right to acquire shares. (c) Conditions attaching to the Bid The Takeover Bid is subject to the following conditions: (i) (ii) as a result of the Bid, the Bidders (together with their affiliated persons (including Veerle Baert Moortgat and Duvel Moortgat)) will hold at least 95% of all shares in Duvel Moortgat; the non-occurrence, at any time prior to the date of announcement of the results of the Initial Acceptance Period, of a reduction in the closing quote of the BEL-20 index of more than 10% compared against the closing quote of the BEL-20 index on the date preceding the date on which the Bidders submitted the notice of its intention to launch the Takeover Bid to the FSMA in accordance with article 5 of the Royal Decree on Takeover Bids (i.e points); it being understood that the Bidders will only be able to withdraw the Bid because of a decrease of the Bel-20 closing quote below points, provided that and as long as, the closing quote of the Bel-20 index is below points. If the Bidders do not decide to withdraw their Bid at a moment when the closing quote is below points, and if the closing quote subsequently exceeds points, the Bidders will no longer be able to invoke this previous and temporary decrease of the Bel-20 index at a later stage. Any decision by the Bidders to maintain the Bid during a period in which the closing quote of the Bel-20 has temporarily fallen below points, does not affect the Bidders right to invoke the condition and thus withdraw its Bid if the closing quote of the Bel-20 index would again drop back below points. These conditions are exclusively for the benefit of the Bidders, who have the right to waive any of them in whole or in part. If any of the above conditions are not met, the Bidders will announce their decision whether or not they waive such condition at the time of announcement of the results of the Initial Acceptance Period at the latest. (d) Bid Price (i) General The Bid Price per Share is 95.0 EUR. A justification of the Bid Price is included in subclause 7.1(d)(ii) of the Prospectus. If, after the publication of the Bid but before the publication of the results, the Bidders acquire Shares outside the Bid at a price higher than the Bid Price, or have committed themselves to do so, then the higher Bid Price applies. In that case, the Initial Acceptance Period will be extended so that Shareholders may accept the Bid at the modified price during a period of five (5) Business Days after the publication of the increase of the Bid Price. The increased Bid Price also applies to the Shareholders who have already accepted the Bid. Under article 45 of the Royal Decree on Takeover Bids, in case of a direct or indirect acquisition of Shares to which the Bid relates, by the Bidders and by persons who are acting in concert with the Bidders during one year after the end of the bid period, against conditions which are more favourable for the transferors than those of the Bid, the price difference is awarded to all Shareholders who accepted the Bid BR:

40 The total Bid Price for all Shares amounts to 124,669, EUR. As required by article 3 of the Royal Decree on Takeover Bids, the required funding for the payment of all Shares included in the Bid are irrevocably and unconditionally available under the confirmation letter from ING Bank NV/SA dated 15 November The Bidders shall monitor that Duvel Moortgat does not pay out any dividends during the Bid. (ii) Justification of the Bid Price (A) Bid Price for the Shares and justification The Bidder offers 95.0 EUR in cash for each Share. The Bidder has retained the following valuation methods to determine the price per Share offered under the Takeover Bid: Historical price performance of the Target s share; Most recent target share prices as published by equity research analysts; Trading multiples of comparable listed companies; Transaction multiples for comparable transactions ; and Discounted Cash Flow method. Each of these valuation methods are discussed in more detail below. The justification of the Bid Price has been based on projections by the Bidder with respect to financial parameters of the Target (particularly sales, EBITDA, EBIT and capital expenditures), which have also been provided to the Independent Expert. The probability of these projections contained in this section has been assessed by the Bidders against the background of general discussions with the Target s management. (B) Historical price performance of the Shares The Target was listed on NYSE/Euronext Brussels in June 1999, following the initial public offering (IPO), at a price of EUR per share. The graph below demonstrates the company s share price development since its IPO as well as the main events during this period BR:

41 Graph 1: Share price development since IPO (from June 1999 to 20 October 2012) strong focus on ongoing internationalisation Aug % participation in the Bernard brewery, a Czech brewer of premium beers Jan-2003 Acquisition of American Ommegang brewery and distribution rights for the East Coast of the US Sep-2006 Acquisition Brasserie d Achouffe Apr-2004 Lessius sells its stake (2.3%) to institutional investors, heavily impacting traded volumes Jun-2008 Acquisition Liefmans Aug-2010 Acquisition Brouwerij De Koninck Group 140, , , , , , , Jun-1999 Jun-2000 Jun-2001 Jun-2002 Jun-2003 Jun-2004 Jun-2005 Jun-2006 Jun-2007 Jun-2008 Jun-2009 Jun-2010 Jun-2011 Jun-2012 Duvel volume Duvel share price Bel-20 Source: ThomsonOne per 23 October and the Target website As illustrated in the graph above, the Target has created considerable value for its shareholders since its IPO in 1999, largely driven by organic growth of its specialty beers, combined with strong geographical expansion and extension of the brand portfolio through acquisitions (Liefmans, De Koninck, Achouffe, etc). Overall, based on the closing price of 10 October , the Target has generated an annual compounded share price return of 7.0% (or an annual compounded return of 7.9% when taking into account the historical dividend streams). This performance stands out when compared to a negative annual compounded return of -2.3% posted by the Bel-20 during the same period. This is particularly the case since the start of the financial crisis, which had only a limited impact on the Target s growth profile. Furthermore, as indicated above, the company has distributed a total aggregate gross dividend of EUR as of the IPO. 1 It should be noted that the Bid was announced before the opening of the stock market on 12 October Although the Bid was made public on 12 October 2012, the exchange rate increased from EUR 87.2 per share to EUR 92.8 per share on 11 October 2012, just before the announcement of the Bid BR:

42 Graph 2: Share price development since 22 October 2009 till 22 October Nov-2009 strong Q3 trading update, outperforming the brewing universe Aug-2010 Strong 1h 2010 report, with turnover growing by 14% Sep-2011 higher than expected organic growth of 15% for 1h 2011, with costs well under control Oct-2012 Announcement of envisaged delisting 18,000 16, Aug-2010 Acquisition of Brouwerij De Koninck 14,000 12, Mar-2011 Strong top line growth offset by higher costs Mar-2012 FY 2011 reaffirms the company s superior growth profile 10,000 8, , , , Oct-2009 Jan-2010 Apr-2010 Jul-2010 Oct-2010 Jan-2011 Apr-2011 Jul-2011 Oct-2011 Jan-2012 Apr-2012 Jul-2012 Oct-2012 Duvel volume Duvel share price Bel-20 Bron: ThomsonOne per 23 October 2012 and Target s website As shown in the above graph, the share price has evolved favourably since 10 October 2011 (i.e. 12 months preceding the announcement of the Bid), largely thanks to positive trading updates, illustrating the Target s successful growth path. These good results came about notwithstanding unusually unfavourable weather circumstances during the first half of 2012, and despite a difficult macro-economic environment, characterised by an overall low level of consumer confidence. During this period, the share price rose by 24.9% (based on a closing price of EUR 87.2 on 10 October 2012), thereby outperforming the Bel-20 index which generated an annual return of 9.2% over the same period. Furthermore, it should be noted that the company has distributed a gross-dividend of EUR 1.45 on 13 June As the Target is listed on Euronext Brussels, it is assumed that the share price is a relevant measure to assess the Bid Price per Share. During the 12 months preceding 11 October 2012, 876 shares were traded on average on a daily basis (i.e. 17.5% of the free float 2 was traded during the last year). This results in sufficient liquidity for the Shareholders of the Target. Table 1 hereunder demonstrates the lowest, highest and the average prices as well as the volume weighted average prices of the shares over a number of historical trading periods prior to 11 October The Bid Price is reflected in the recent share price developments since the announcement of the Bid on 12 October Although the Bid was only announced on 12 October, the Target s share price rose from EUR 87.2 towards EUR 92.8 per Share on 11 October 2012, just before the announcement of the Bid. 2 Free float Shares are determined on the basis of the total number of shares, decreased by 3,962,972 Shares held by the Bidder and 97,947 own Shares held by the Target BR:

43 Table 1 : Share price evolution and Bid premiums over specific periods Share price Premium/(Discount) Period Low High Average Weighted average Low High Average Weighted average Periods preceding 11 October Oct % 8.9% 8.9% Last week % 8.5% 9.0% 8.8% Last month % 8.5% 12.9% 12.3% Last 3 months % 8.5% 19.0% 18.5% Last 6 months % 8.5% 21.4% 20.7% Last 12 months % 8.5% 26.6% 25.5% Source: ThomsonOne Note : All calculations were based on daily closing prices; the average weighted exchange rate shows the volume-weighted-average exchange rateon the basis of daily closing prices and traded volume The figures in Table 1 show that the consideration offered for the Shares in the Takeover Bid represents following premia: A premium of 8.9% to the closing price of 10 October 2012 as well as a premium of 9.0% to the average share price during the week preceding 11 October A premium varying between 12.9% and 26.6% compared to the average closing prices over a period from 1 to 12 months preceding 11 October In addition, it should be noted that a gross-dividend of EUR 1.45 per share was distributed on 13 June 2012 to the holders of the Target s shares. Shareholders that have already held the share for 12 months should therefore take into account in their return calculations a premium of 26.6% compared to the average stock market price of the 12 months preceding the offer, as well as the received dividend. In conclusion, it should also be noted that, since its IPO in 1999 (and until the announcement of the intention of the Bid), the share price of the Target has never surpassed the level of the closing price on 11 October (C) Target share prices of equity research analysts In the 2 months prior to the Announcement Date, 4 sell side equity research analysts (i.e. Petercam, ING, Degroof and KBC) covered the Target and periodically published a note or report, including a target price for the Shares. Their most recent reports date from 8 October 2012, 5 September 2012 and 31 August 2012 respectively (the last date being the date of both the recommendation from Degroof as that of KBC Securities). As evidenced in Table 2 below, the average of target prices amounts to EUR 86.8 per share on 10 October The consideration offered for the Shares in the Takeover Bid reflects a premium of 9.5% when compared to the average target price set by the equity research analysts. Furthermore, it should be noted that these prices reflect price targets in 6 or 12 months whereas the Bid Price is effective on the Announcement Date of the Offer BR:

44 Table 2: Overview equity research analysts recommendations and target prices Equity research house Last update Recommendation Target price (EUR) Petercam 8 October2012 Buy 95.0 ING 5 September 2012 Buy 94.1 Degroof 31 August 2012 Hold 78.0 KBC 31 August 2012 Hold 80.0 Average 86.8 Bid Price premium/(discount) to average target price 9.5% The consensus expectations of these financial analysts starts from the following forecasts regarding the revenue, ebitda and ebit of the Target in 2012 and 2013: Table 3: Overview of the forecasts of Financial analysts E 2013E Sales EBITDA EBIT (D) Trading multiples and comparable listed companies Trading multiples of comparable listed companies are determined on the basis of financial data, consensus financial projections prepared by the equity research analysts and share price of a set of comparable listed companies. When determining the Target s peer group, it should be noted that no company is an ideal comparable to the Target in terms of specific activities, size, profitability, growth potential and geographical presence. The Target has gained a unique positioning within the European beer industry provided its particular focus on premium specialty beers, whereas other listed beer manufacturers are focusing on the mass market. Furthermore, the Target s size is much more limited when compared to the worldwide beer manufacturers, as is its geographical presence, which is predominantly focused on the Benelux (accounting for 65.0% of its 2011 turnover). Due to a lack of listed brewers with a focus on specialty beers, the peer group of comparable listed companies comprises a broad range of beer manufacturers, including the industry leaders. The companies retained in this analysis have all been used by one or more equity research analysts in their specific peer group for the Target: AB-Inbev is the world s most renowned brewer in the broader beer industry, comprising a well-balanced portfolio of over 200 brands. Its brand universe includes world leading brands such as Stella Artois, Budweiser and Becks; continental brands comprise a.o. Leffe and Hoegaarden. In addition, it has a broad range of local beers such as Jupiler, Bud Light, Brahma, Quilmes, etc. Further, AB-Inbev brews and distributes soft-drinks, particularly in Latin America. End 2011, the company s turnover amounted to some EUR 27.9 billion. Boston Beer is the largest independent American brewery, generating a total volume of some 2.5 million barrels during Key brands include Samuel Adams, Twisted Tea and Angry Orchard. Its beers are primarily based on malt and cider. Although limited in size when compared to industry giants such as AB-Inbev and SAB Miller, Boston Beer is among the most important beer brewers in the United States, generating turnover of some EUR 394 million in BR:

45 The Danish company Carlsberg is the 4th largest brewer worldwide when based on total volumes sold, corresponding with a market share of some 6%. The company, having realised turnover of EUR 8.5 billion in 2011, is primarily active in Europe and Asia. Most important brands include Carlsberg, Tuborg and Baltika. In addition, it has numerous strong regional brands in its product offering. Heineken is the most important Dutch brewer with a total of no less than 250 brands in its product portfolio. It is the largest Western European brewer and operates on a worldwide basis. It is active in 69 different regions, having a top-2 position in 59 of these markets. Key brands include Heineken, Amstel en Desperados. The consolidated turnover for the group amounted to EUR 17.1 billion in North-American Molson Coors is the 7th largest worldwide brewer when based on volumes and is mainly active in the Canadian, American and British beer markets. Molson Coors has a diversified beer offering with over 65 brands, of which Coors Light, Molson Canadian and Carling are most important. Furthermore, Molson Coors distributes Amstel, Foster s and Heineken under license. In 2011, it generated sales of EUR 2.7 billion. South-African SABMiller is the 2nd largest brewer in the world after AB-Inbev, with a market share of 16% and is a major bottler for Coca-Cola. The company owns over 200 brands, of which Grolsch, Miller, Peroni Nastro Azzurro and Pilsner Urquel are most important. Turnover of SABMiller amounted to some EUR 12.7 billion. The Belgian group NV Brouwerij Handelsmaatschappij (abbreviated Co.Br.Ha), which is the third largest beer brewer in Belgium through its subsidiary NV Brouwerij Haacht, is also a comparable listed entity. It has operational activities in Belgium, the Netherlands and France. Furthermore, the Co.Br.Ha group also includes beer brewery De Leeuw in the Netherlands and Brasserie du Coq Hardi in France. However, since this company (listed on Alternext) is not followed by financial analysts, there are no publicly available estimates for the revenue, EBITDA and EBIT of Co.Br.Ha for the years 2012 and 2013, so the multiples for 2012 and 2013 cannot be calculated. Therefore, this company was not added to the selection of comparable companies. Tabel 4 provides an overview of the expected key financial metrics of the selected peer group for 2012 and 2013, based on equity research analysts consensus. The Enterprise Value of the comparable listed companies has been determined as follows: market capitalisation increased with net fiancial debt position, minorities, provisions, unfunded pension liabilities and debts related to financial instruments; reduced with investments in associates as well as other investments as per the latest company publications As previously mentioned, these peer companies are not fully comparable with the Target as: (i) (ii) the average size of the comparable companies is significantly higher (in comparison to the Target) in terms of market capitalisation, sales and enterprise value (except for Boston Beer); there are considerable differences in terms of expected revenues growth and EBIT(DA) growth, which is on average higher for the peer group when compared to the Target BR:

46 Table 4 : Peer Group Overview of key financials for the selected peer group Name Market cap (1) Enterprise value (EV)(2) Sales 2012E EBITDA 2012E EBIT 2012E Sales CAGR % Sales CAGR % EBITDA 2012E (%) (3) EBITDA CAGR % EBIT 2012E (%) (4) EBIT CAGR % AB-Inbev 107, ,341 31,136 12,175 10, % 15.5% 39.3% 17.3% 32.3% 18.7% Boston Beer 1,052 1, % 9.0% 19.6% 9.4% 16.0% 9.7% Carlsberg 10,615 15,274 8,927 1,883 1, % 4.4% 21.1% 8.8% 15.2% 10.9% Heineken 28,145 35,804 18,122 3,792 2, % 7.5% 20.9% 8.7% 14.3% 10.0% Molson Coors 6,181 8,152 3, % 13.7% 31.6% 43.6% 24.4% 52.0% SABMiller 52,233 59,562 15,843 4,488 3, % 18.1% 28.3% 20.1% 22.9% 25.9% Average 34,298 42,690 12,929 3,901 3, % 11.5% 26.8% 18.0% 20.9% 21.2% Target % 6.7% 26.7% 5.3% 18.7% 4.4% Source: ThomsonOSource: ThomsonOne (10 October 2012), annual reports and quarterly reports for the comparable listed companies - Target H results and projections by the Bidder Notes: All amounts denominated in million EUR (1) Market capitalisation based on share price 10 October 2012 (2) Enterprise value = market capitalisation increased with net financial position, minorities, provisions, unfunded pension liabilities and debts related to financial instruments; reduced by investments in associates and other investments & unfunded pension liabilities as per latest company publication (3) EBITDA = Earnings before Interest & Taxes, Depreciations and Amortization, margin over sales (4) EBIT = Earnings before Interest & Taxes margin over sales Table 5 gives an overview of (i) the key financials for the Target based on the projections of the Bidder of Sales, EBITDA and EBIT figures for 2012 and 2013, (ii) the most recently available information on the financial debt position of the Target used to deduct from the enterprise value to determine the equity value of the Target and (iii) the total number of outstanding shares used to determine the value per Share BR:

47 Table 5: Key valuation items for the Target in view of trading multiples method Projections for the Target with respect to Sales, EBITDA and EBIT (1) E 2013E Sales EBITDA EBIT Financial debt position dated 30 June 2012 for the Target based on interim statement H Bedrag Commentaar (2) Net financial debt 10.6 Book value 30 June 2012 Short & long term financial debt (including derivatives) 43.4 Cash & cash equivalents (32.8) Financial assets available for sale (2.0) Book value 30 June 2012 Investments in associates (0,5) Book value 30 June 2012 Receivables on associates (1,0) Book value 30 June 2012 Provisions (including pension liabilities) 0.6 Book value 30 June 2012 Total net financial debt position 7.8 Number of outstanding shares (thousands of shares) Number of shares on 10 Octtober ,373 Adjustment for own shares (98) Number of shares 5,275 Source Forecasts of the Target by the Bidder, Target interim statement H Notes: All amounts in EUR millions, except for outstanding shares expressed in thousands (1) Forecasts for the Target by the Bidder (2) The latest reported figures dated 30 June 2012 are used for each EV adjustment The average multiples of the peer group (as shown in table 6) are applied to the forecasts of the Target by the bidder in order to determine its implied enterprise value, equity value and share price. Table 6 : Peer Group Overview of trading multiples and premiums/discounts of the Bid Price Name EV/Sales EV/EBITDA EV/EBIT AB-Inbev (1) 4.38x 3.81x 11.2x 9.9x 13.6x 11.9x Boston Beer 2.32x 2.14x 11.8x 10.6x 14.5x 12.9x Carlsberg 1.71x 1.64x 8.1x 7.5x 11.2x 10.3x Heineken 1.98x 1.81x 9.4x 8.3x 13.8x 11.9x Molson Coors 2.62x 2.32x 8.3x 7.5x 10.7x 9.9x SABMiller 3.76x 3.36x 13.3x 11.6x 16.4x 14.1x Median 2.47x 2.23x 10.3x 9.1x 13.7x 11.9x Average 2.79x 2.52x 10.4x 9.2x 13.4x 11.8x Target (2) 2.55x 2.40x 9.6x 8.8x 13.7x 12.7x Implied enterprise Value (EURm) (3) Implied equity value (EURm) Implied value per Share (EUR) Bid Price premium/(discount) 12,8% 17.5% 1.0% 4.6% 9.0% 15.9% Source: ThomsonOne, equity research analysts report, Forecasts of the Target by the Bidder; Target H Interim statement Note: (1) EV used to determine the 2013 multiples for AB-Inbev were adjusted for the acquisition of Grupo Modelo to allow for consistency with the Sales, EBITDA and EBIT forecasts (which already include sales, EBITDA and EBIT of Grupo Modelo) (2) Multiples for the Target based on closing price 10 October (3) Based on median As set out in Table 6, the Bid Price reflects premiums as compared to the implied share price based on median trading multiples: 3 Sales include both revenue and other operating income BR:

48 The Bid Price reflects a premium of 12.8% and 17.5% on the implied share price based on the median trading EV/Sales multiple for 2012 and 2013 respectively; The Bid Price values the Target with a premium to the implied share price based on the median trading EV/EBITDA multiples, representing premiums of 1.0% and 4.6% on the for 2012 and 2013 respectively; The Bid Price results in a premium of 9.0% and 15.9% on the implied share price when based on median trading EV/EBIT multiples for 2012 and 2013 respectively. It should be noted that these premia are considerable, particularly when bearing in mind that the average annual EBITDA and EBIT growth for the peer group, based on analysts consensus (CAGR of 18.0% and 21.2% respectively), is higher when compared to the expected EBITDA and EBIT growth for the Target (CAGR '11-'13 of 5.3% and 4.4% respectively). Stronger growth expectations typically allow for higher multiples. (E) Multiples of comparable transactions This analysis consists in comparing the Bid Price per Share with the implicit price of the share derived from the use of median multiples observed in a representative sample of M&A transactions which were realised in the brewing industry. When determining the Target s comparable transactions sample, it should be noted that for many comparable transactions, no multiples are available as the transaction value is not always disclosed, or financial information on the target is not provided. Obviously, such transactions cannot be employed for this analysis. In addition, transactions with a company value that is significantly below that of the Target were not taken into account. In practice, only transactions with a company value over EUR 100 million (for 100% of the company) were considered. Finally, only transactions that took place after April 2008 were taken into account, the spring of 2008 being considered the actual breakthrough of the financial crisis, with the nationalisation of Northern Rock in England (with the following decrease of stock markets worldwide, and the difficult macro-economic circumstances that persist until today). In addition, the Bidders would like to note that (i) most transactions within the sector occurred for strategic reasons (i.e. acquisition of market share or access to high-growth regions) or to create synergies (economies of scale, business overlap, etc) and therefore were not in a context of a reference shareholder looking to take the target private; (ii) the acquisition price is sometimes less transparent in terms of underlying financials of the target or the exact deal structure; (iii) the price offered for each transaction also depends on other transaction dynamics (e.g. transaction structure, representations and warranties in the share purchase agreement, valuations made prior to the announcement of the transaction, etc); (iv) the analysis of the multiples of precedent transactions should take into account general market conditions prevailing at the time of such transactions; and (v) the relevance of this analysis is limited by the scarce number of transactions involving companies with activities truly comparable to those of the Target. The relevant target companies include: Asia Pacific Breweries is one of the most important beer producers in the Asian region, with an attractive market share in over 60 countries. It was incorporated as a joint venture of Heiniken, amongst others, with which it closely cooperates until today. Important products include famous brands such as Heineken and Tiger. In addition, Asia Pacific Breweries has a wide selection of local beers. In 2011, the turnover of the company amounted to approximately EUR 1.7 billion BR:

49 Grupo Modelo is the largest beer manufacturer in Mexico with a market share exceeding 60% in that specific region. Further, the brewer exports its products towards the United Kingdom, the United States and Canada. Key brands include Corona, Modelo and Pacifico. In addition, the company owns brands which particularly target the Mexican market, including Victoria, Estrella and Leon. Furthermore, Grupo Modelo has the exclusive rights to distribute Anheuser-Busch products within the Mexican market. For 2011, Grupo Modelo s turnover amounted to EUR 4.7 billion. Baltika Breweries is one of the largest Russian brewers, generating some 52 million decalitres of beer per month. Aside from its key brand, Baltika, it has another 30 brands in portfolio (of which most are under license), including Carlsberg, Tuborg and Kronenbourg In 2008, Carlsberg acquired a majority stake in Baltika, via its subsidiary Baltic Beverages. The transaction dated 2012 comprises the remaining 15% stake, acquired by Carlsberg from minority shareholders in the capital of Baltika Breweries. The Czech company Starbev is among the most important beer manufacturers in Eastern Europe, comprising a total of 9 breweries. It is operating in 9 countries, where it holds a top- 3 position. Starbev has a product offering comprising some 20 brands, including popular local beers such as Staropramen, Borsodi, Kamenitza and Bergenbier. Furthermore, Starbev manufactures and distributes various international premium beers under license, such as Beck s, Hoegaarden, Leffe, Lowenbrau and Stella Artois. Earlier this year, Anadolu Efes and SABMiller came to an agreement regarding the transfer of the activities of SABMiller in Ukraine and Russia. In this way, Anadolu Efes wants to strengthen its market position in Russia and Ukraine, as well as further develop SABMiller's international brands in this region. The turnover of these activities amounted to EUR 476 million in In November 2011, SABMiller purchased the 50%-participation of Coca-cola Amatil in their common joint-venture Pacific Beverages Pty. This Australian company distributed beers such as Carlton, Crown Lager, Grolsch, Following the acquisition of Foster's Group, Pacific Beverages was brought under the wings of Foster's after the takeover of Coca-cola Amatil. In 2010, the turnover of Pacific Beverages amounted to EUR 91 million. Foster s Group is an Australian brewer which manufactures and distributes a wide range of beers, liquors and soft-drinks. Most important brands include Grolsch, Peroni, Foster s, Lager, Cascade, Crown Lager and Carlon Draught. Additionally, Forster s Group imports and distributes other well-known brands within Australia such as Carlsbeg, Kronenbourg 1664, Perrier and Stella Artois. In 2011 (fiscal year ending 30 June 2011), Foster s Group generated turnover of EUR 1.8 billion. Hite is a Korean manufacturer of beer, wine, whiskey and other liquors. With its own brand Hite it is market leader within its region. Hite s turnover amounted to EUR 688 million in In 2009, AB-Inbev sold its brand Tennent s and the associated trading assets in Scotland, North-Ireland and the Republic of Ireland, part of Inbev UK Limited. In addition, the acquirer was granted distribution rights of certain brands of Anheuser-Busch in the region. Kingway Brewery is a Chinese producer and distributor of local beers under the Kingway brand. It manages eight modern breweries in the region, each having a production capacity of 200,000 tons. In January 2004, Heineken purchased a 21% participation in the company. This interest was purchased by GDH limited in In 2012, Kingway generated a turnover of approximately EUR 157 million BR:

50 Chongqing Brewery is a Chinese producer and distributor of local beers under the Shancheng beer brand, whereby it managers 16 breweries in the Chongqing region. In 2009, the produced beer volume of Chongqing amounted to 10 million hectolitres. In 2010, Anadolu Efes acquired 26% of Efes Breweries International. Previously, Anadolu Efes owned 74% of Efes Breweries International. Efes manufactures and distributes beers in Turkey and Eastern Europe, with key brands including Efes, Sokol and Stary Melnik. In February 2010, Heineken sold her share in PT Multi Bintang, an Indonesian producer of local beeers. Besides its most important local brand, Bintang, the company also distributes international brands such as Heineken and Guinness. In 2008, the turnover of PT Multiple Bintang amounted to approximately EUR 85 million. In 2009, AB-Inbev sold its South-Korean subsidiary Oriental Brewery, with Oriental Brewery being granted exclusive distribution rights of certain brands within South-Korea, including Budweiser, Bud-Ice and Hoegaarden. In addition, Oriental Brewery manufactures a broad range of local beers under the brand named OB Lager. In 2009, Chen Fashu, a Chinese private investor, bought a participation of 7% in Tsingtao Brewery Company, a Chinese listed company active in the brewing and selling of beers, Tsingtao Lager being the most famous one. The latter is sold in 62 countries and is the best selling Chinese beer on the American market. In 2008, Tsingtao generated a turnover of EUR 1.8 billion. Kompania Piwowarska is the largest brewery in Poland with a total produced volume of 14.1 million hectolitres. The most important local beers include Tyskie and Tubr (the two most popular Polish beers), as well as Grolsch, Miller Genuine and Peroni Nastro Azzurro. On 14 May 2009, SABMiller decided to acquire 28.1% of the shares of the company that it did not hold yet. In 2009, the turnover of Kompania Piwowarska amounted to EUR 1.0 billion. In November 2008, Molson Coors took an interest of 5.26% in Foster's Group. For a description of Foster's Group, see above. In 2008, Turk Tuborg, the former subsidiary of Carlsberg, was acquired by the Israelian CBC Group, a partner of Carlsberg in Israel. Turk Tuborg is one of the more important Turkish beer producers and distributes, amonst others, Carlsberg, SKOL and several Tuborg brands. In 2008, Turk Tuborg generated a turnover of EUR 92 million. Anheuser-Bush is the most important American brewery with a assumed market share of 48.5% in the United States. In 2008, Anheuser-Busch was acquired by Inbev, thereby changing the name of the company into AB-Inbev. Anheuser-Busch produced some of the bestselling beers worldwide, including Budweiser and Bud Light. In addition, Anheuser- Busch had a stake of 50% in Grupo Modelo, the largest Mexican brewer (AB-Inbev announced its intention to acquire the remaining 50% stake in 2012) and 27% of the Chinese manufacturer Tsingtao which has China s most popular beer in its brand portfolio. Eichhof Getraenke Holding is the Swiss brewery division of Eichhof Holding, active in the production and distribution of beer, non-alcoholic drinks and wine. It was owner of the Eichhof brewery in Luzern, with a production capacity of 400,000 hectolitres. Its most important brand, Eichhof, had an estimated market share of 10% of the Swiss beer market in BR:

51 Table 7: Comparable transaction multiples and premiums/(discounts) of the Bid Price Date Bidder Target Enterprise Value ( m) EV/Sales EV/EBITDA EV/EBIT Jul-12 Heiniken Asia Pacific Breweries 9, x 21.3x 23.7x Jun-12 AB-Inbev Grupo Modelo 15, x 14.1x 16.3x May-12 Baltic Beverages JSC Baltika Breweries 6, x 9.0x 11.1x Apr-12 Molsoon Coors Starbev 2, x 11.0x n.a. Jan-12 Anadolu Efes SABMiller (Ukr & Rus) 1, x 12.8x n.a. Jan-12 SABMiller Pacific Beverages x n.a. n.a. Nov-11 SABMiller Foster's Group 8, x Sep-11 Hite Jinro Hite Brewery 1, x 7.4x 11.6x Apr-11 GDH Limited Kingway Brewery x 42.6x n.a. Jun-10 Carlsberg Chongqing Brewery 2, x 33.7x 44.8x Mar-10 Anadolu Efes Efes Breweries x 7.2x 14.6x Feb-10 Asia Pacific Breweries PT Multi Binting Ind x 128.9x 132.4x Sep-09 C&C Group Plc AB-InBev (ie, N-I& Sc) x 8.3x n.a. Jul-09 KKR / Affinity EP Oriental Brewery Co 1, x 10.2x 13.6x May-09 Chen Fashu Tsingtao Brewery 4 2, x 12.7x 18.7x May-09 SABMiller Kompania Piwowarska 2, x n.a. n.a. Nov-08 Molson Coors Foster's Group 6, x 23.4x 34.2x Jul-08 Central Bottling Cy Turk Tuborg x n.a. n.a. Jul-08 Inbev Anheuser-Busch 36, x 15.0x 20.2x Apr-08 Heineken Eichhof Getraenke x 12.0x 18.8x Average 2.9x 11.2x 15.7x Median 2.9x 11.5x 16.2x Sales, EBITDA and EBIT of target companies (EURm) (1) Implied enterprise value (EURm) (based on median) Implied equity value (EURm) Implied Share price (EUR) Bid Price premium/(discount) 0.4% -3.1% 0.5% Source: Mergermarket Note: (1) The Target s last twelve months dated 30 Jun 2012 financials as acquisition multiples are calculated on the most recent publicly available financials for the target company Strikethrough figures are considered as outliers As shown in table 7, the transaction multiples result in a fairly broad range, varying from 7.2x EV/EBITDA up to 15.1x EV/EBITDA. However, the analysis includes some of the industry s milestone transactions, driven by strategic and synergetic motives. These transactions (e.g. the acquisition of Anheuser-Busch by Inbev, the acquisition of Foster s Group by SABMiller and the acquisition of Grupo Modelo by AB-Inbev) push the average and median transaction multiples to a higher level. For instance, the multiple of 10.2x EV/EBITDA paid by private equity group KKR for Oriental Brewery, where no synergies could be realised, is situated below the overall average EV/EBITDA multiple. Based on the median EV/EBITDA and EV/EBIT multiples of the selected transactions, the Bid Price respectively reflects a discount of 3.1% and a limitedpremium of 0.5% on the implied share price. On the basis of the EV/Sales-multiples of the selected transactions, the Bid Price includes a premium of 0.4% compared to the implicit share price. (F) Discounted cash flow method 4 In January 2009, a similar transaction took place whereby Asahi Group Holdings purchased 19.99% of Tsingtao for the same price. Both transactions take place in the framework of the sale of AB-Inbev's shares in Tsingtao, spread over two block-trades BR:

52 Discounted cash flow analysis ( DCF ) aims at determining the enterprise value of a company by the discounting of its future free cash flows. The equity value is obtained by deducting from the enterprise value the company s net financial debt and debt like items (as described in table 5 above). The estimated free cash flows of the Target rely on projections with regard to the future performance of the Target by the Bidder. It should be noted that these projections cover the period 2012 up to 2016 and include views on future evolutions at the level of Sales 5, EBITDA, EBIT and capex requirements. The business plan results from the following hypotheses by the Bidder: A turnover increase of 7.1% in 2012 compared to The estimated turnover of EUR million is slightly higher than the consensus expectations of the financial analysts (EUR million). This estimate is mainly based on the continuing strong demand for specialty beers that are of high quality and full of character, both in Belgium and abroad. The Bidders are expecting to realise this growth mainly in Belgium, the US and the Netherlands, supported by the UK, France and other export markets. As for the brands, the most growth is expected for Achouffe, Duvel and Liefmans. On the basis of an estimate per brand and per country, the yearly compound growth for the period was estimated at 6.8% by the Bidders. This is lower than the growth realised for the period when an average turnover increase of 21.7% per year was achieved. This high growth for the period is, however, to a large extent a result of the acquisition of De Koninck in The Bidder estimates that the EBITDA margin for 2012 is 26.7%. This is in line with the consensus expectations of the financial analysts. For the period , the Bidders expect an average EBITDA margin of 27.4%, slightly lower than the average historically realised margins (given the increase of raw materials and energy costs), but higher than the margin for 2012 (given that new logistic centrum was taken into use, which had a negative impact on the margin for 2012). The Bidders therefore assume a future margin in line with the margins obtained for the previous years. For 2012 and 2013, the Bidders are seeking an investment budget (investments in tangible fixed assets) of 23.5 million EUR and 21.9 million EUR respectively, while for the period this amounted to 16.7 million EUR on average. For 2012 and 2013, the investments are higher than for the period because of the intended capacity expansion (including important investments in the bottling plant in Achouffe, investments in the crates storage area, investments in the logistic center, etc.). For the period , an average yearly investment budget of 20.3 million EUR is assumed, while the analists take into account an average investment amount of EUR 20.0 million. In absolute terms, the investments estimated by the Bidders for the period are slightly higher than for the period , but when presented as a percentage of the turnover, they are slightly lower for the period The Bidders estimate the need for working capital at 5.2% of the turnover, in line with 2010 and 2011 when it mounted to 5.0% and 5.2% of the turnover. After all, the Bidders see no reason for a change with the past in this respect. The effective tax rate was estimated at 32.0%, in line with the historic effective tax rate. Terminal value is calculated by applying the Gordon and Shapiro method to a normative free cash flow based on the following assumptions: 5 Sales include both revenue and other operating income BR:

53 An EBITDA margin of 27.4% from 2016 until the end of the forecasts in 2024; Average sales growth gradually evolving to the long term perpetual growth of % which is in line with the perpetual growth retained by equity research analysts in their DCFs. The free cash flows and the terminal value are discounted to 10 October 2012 using a discount rate ranging between 7.25% 7.75%. The assumptions adopted in determining the discount rate are based on: An unlevered beta of 0.9 consistent with the beta s as estimated by equity research analysts for a sample of comparable companies as used for the trading multiples analysis; A risk-free rate of 2.8% representing the 6-months average yield on 10 year Belgian government bonds; A market risk premium of 5.9% based on the weighted average of equity risk premia 6 for regions where the Target is active A cost of debt (pre-tax) of 2.85%, based on the weighted average of the Target s interest rates on its existing debt facilities as described on page 161 of the company s annual report for 2011 A targeted gearing ratio (debt / market value of equity) of 25% The discount rate resulting from this analysis is aligned with the discount rate applied by the equity research analysts 7 following the Target, i.e. 8.7% (Degroof), 7.1% (ING) and 7.9% (KBC). Equity research house Petercam has not mentioned a discount rate in its recent analyst reports. The Bidders were informed of the fact that the annual report of Duvel Moortgat mentions a WACC of 6.16% for the financial year This WACC was not adopted by the Bidders since it is not in line with the hypothesis explained above nor with the discount rates that were used by the financial analysts that are following Duvel Moortgat. Based on these assumptions, the discounted cash flows valuation results in a enterprise value between EUR 465 million and EUR 513 million on the date of 1 January 2013, the significance in terms of percentage of the end value being 49%. Taken into account the net financial debt as determined in Table 5 and the estimated cash flow between 11 October and 31 December 2011, an implicit equity value between EUR 423 million and EUR 506 million is obtained, corresponding to a share price between EUR 80.1 and EUR 96.0 (cfr. Table 8). The Bid Price of EUR 95.0 can be situated in the upper segment of the DCF outcome and represents a 18.6% premium to the lower end of the range, a 9.1% premium to the middle of the range and a 1.0% discount to the upper end of the range. 6 Source: Market risk premium used in 56 countries in 2011, a survey with 6014 answers, IESE business school, University of Navara, May Source: Degroof analyst report dated October 2012 ING analyst report dated February 2011 KBC Securities analyst report dated March These are the most recent analyst reports which publish the applied discount rate BR:

54 Table 8: Sensitivities on the DCF valuation method Equity Value (1) Equity Value per Share (1) Long term growth Long term growth Discount rate 1,0% 1,5% 2,0% 1,0% 1,5% 2,0% 7,25% ,50% ,75% Note (1): Equity value is discounted towards 10 October 2012 (G) Excluded valuation methods I. Premiums observed in selected Belgian public takeover bids The overview of Belgian public takeover bids whereby the bidder already controlled a majority of the target points at a median premium of 15% (one day prior to announcement). For illustrative purposes, table 9 gives an overview of Belgian minority buy-out public bids of transactions (i) with size above EUR 50 million, (ii) whereby the Bidder already controlled the majority of the target prior to the takeover Bid. Although this method points at a premium slightly above the Bid premium (two days prior to 12 October 2012), the Bidder considers this method not to be relevant as (i) the different bid premiums show a broad range (between 0%-39%) and (ii) only limited recent comparable transactions exist in the Belgian market. Table 9: Bid premiums observed in selected Belgian public takeover offers Premium to share price Date Bidder Target Initial stake 1 day prior One month average Three months average Dexia BIL 61.4% 15% 16% 17% AVH Belcofi 57.5% 5% 5% 0% Suez Tractebel 50.8% 19% 29% 34% Heidelberger CBR 55.9% 20% 29% 30% Fortis BGL 51.5% 8% 9% 13% BNPP Cobepa 58.7% 17% 23% 27% SGB Finoutremer 56.4% 17% 18% 17% Almanij Gevaert 77.9% 32% 35% 39% Almanij KBL 78.6% 10% 12% 16% Suez Electrabel 50.1% 15% 14% 13% Bollore Nord Sumatra 72.5% 14% 13% 4% Boston Mitiska 50.0% 13% 18% 14% Fingen CNP 72.2% 22% 19% 24% Average 16% 18% 19% Median 15% 18% 17% Bid premium (vs closing price 10 October 2012) 73.8% 9% 13% 19% Source:Bloomberg, public offer prospectus of related bids BR:

55 II. Shareholders Equity Value The Shareholders Equity represents only contributions made by shareholders and accumulated past results. As a result the shareholder s equity value is based on assets and liabilities historical values and is considered not relevant as it does not take into account the future expected performance of the Target. As of 30 June 2012, consolidated Shareholders Equity amounted to EUR 133.5m or to EUR 25.3 per Share. Although not used as a separate valuation criteria by the Bidder, it should be noted that the Bid Price represents a significant premium of 275% over the Target s consolidated Shareholders Equity. III. Net Asset Value The restated net asset value consists in restating the value of each asset and liability at its market value. This analysis is usually conducted in the context of valuing diversified portfolio companies owning minority stakes or companies owning different classes of assets, as well as in case of a liquidation of the company. This method was not retained as the Target s assets are mainly majority controlled operational assets. IV. Dividend Discount Model This method consists of discounting the expected future flow of dividends. This method is usually only applied to companies providing stable dividend yields. This method is not relevant as dividends depend on the Target s financial policy and do not necessarily represent the cash flow generation of the business. Moreover the value of the future cash flows of the company is already captured by the DCF method. (H) Conclusion The Bidder offers a cash-only consideration of EUR 95.0 per Share. This consideration represents: I. by reference to historical share price performance: A 8.9% premium above the closing price as of 10 October 2012 (2 days prior to Announcement of the Bid) and a premium of respectively 12.9%, 19.0% and 21.4% when compared to the average closing price during the last 1, 3 and 6 months. Similar premiums over the volume weighted average closing prices during the same periods. II. by reference to equity research analysts target price : Bid Price reflects a premium of 9.5% as compared to the average target price at EUR 86.8, set by the equity research analysts following the Target. It should be noted that the target price reflects a price target in 6 or 12 months time whereas the Bid Price is effective on the Announcement Date. III. by reference to multiples from comparable companies: The selected peer group consists, due to a lack of publicly listed brewers of specialty beers, of a broad range of beer industry players with a worldwide presence, including AB-Inbev, Boston Beer, Carlsberg, Heineken, Molson Coors and SABMiller BR:

56 On 10 October 2012, the Bid Price represents a premium to the implied share price based on median trading EV/Sales multiples for 2012 and 2013 of respectively 12.8% and 17.5%; a premium of 1.0% and 4.6% to the median trading EV/EBITDA multiples of 2012 and 2013 respectively and to median trading EV/EBIT multiples for 2012 and 2013 of respectively 9.0% and 15.9%. It should be noted that these companies are not truly comparable to the Target following the difference in (i) size in terms of market capitalisation, revenues and Enterprise Value; (ii) growth trajectory, profitability and margins and (iii) market dynamics of the specialty beer segment versus the beer mass market. IV. by reference to multiples from comparable transactions It should be noted that recent transactions within the sector typically targeted economies of scope and other synergies, as well as access to growth markets and a strengthening of the strategic positioning. Evidently, this is not the case for a majority shareholder wishing to take the company private. In addition, the analysis of the multiples of precedent transactions should take into account general market conditions prevailing at the time of such transactions or company specific conditions. The Bid Price represents a premium of 0.4% as compared to the implied share price based on median EV/Sales multiples, a discount of 3.1% and a premium of 0.5% on the implied share price based on median EV/EBITDA and EV/EBIT multiples respectively. V. by reference to discounted cash flow method The discounted cash flow method is applied to the projections of the Bidder on the Target s future sales, profitability and capex requirements for the period In view of other valuation parameters, a discount rate of 7.25%-7.75% and a long term growth rate ranging between 1.0% - 2.0% is applied. Based on these assumptions, the discounted cash flows valuation gives an Equity Value between EUR 423 million and EUR 506 million, resulting in a share price value between EUR 80.1 and EUR The Bid Price per Share of EUR 95.0 can be situated in the upper segment of the DCF outcome. It represents a 18.6% premium to the lower end and of the valuation range, a 9.1% premium to the middle of the range and a 1.0% discount to the upper end of the range. In conclusion, having analysed the different valuation methodologies, the Bidder believes that a cash Bid of EUR 95.0 per Share is above the current share price levels and reflects premiums or is in line with several valuation levels and thus constitutes an attractive offer to the Shareholders. 7.2 Compliance and validity of the Bid (a) Boards of directors resolutions to proceed with the Takeover Bid On 15 November 2012, the board of directors of Fibemi has granted its approval to launch a Takeover Bid on the Target (possibly followed by a squeeze-out). On 15 November 2012, the board of directors of Hop!nvest has granted its approval to launch a Takeover Bid on the Target (possibly followed by a squeeze-out). (b) Requirements of Article 3 of the Royal Decree on Takeover Bids BR:

57 The Takeover Bid complies with the relevant requirements set out in Article 3 of the Royal Decree on Takeover Bids: the Takeover Bid relates to all Shares, ie all outstanding securities issued by Duvel Moortgat that carry voting rights or give access to voting rights other than those securities that are already held by the Bidders or their affiliates; the unconditional and irrevocable availability of funds required for the payment of the Bid Price for all Shares has been confirmed by ING Bank NV; the conditions of the Takeover Bid are in compliance with the applicable laws, in particular with the Law on Takeover Bids and the Royal Decree on Takeover Bids. The Bidders consider that these conditions, notably the Bid Price, are such that they will allow the Bidders to achieve their goal; the Bidders undertake, as far as they are concerned, to pursue their best efforts to complete Takeover Bid, albeit without prejudice to the conditions set out in subclause 7.1(c); and the Paying Agent Bank will centralise the receipt of Acceptance Forms, either directly or indirectly, and process payment of the Bid Price. (c) Statutory Approval The Takeover Bid is not subject to any statutory approval, other than the approval of this Prospectus by the FSMA. 7.3 Indicative timetable Event (Anticipated) date Announcement of intention of Bidders to launch a Bid 12 October 2012 Regulatory filing of Takeover Bid with FSMA 16 November 2012 Announcement Date 16 November 2012 Approval of the Prospectus by FSMA 17 December 2012 Approval of the Memorandum in Reply by FSMA 17 December 2012 Publication of the Prospectus 19 December 2012 Opening of the Initial Acceptance Period 21 December 2012 Closing of the Initial Acceptance Period Announcement of the results of the Initial Acceptance Period (and confirmation by the Bidders whether the conditions of the Takeover Bid are met or, should this not be the case, whether the Bidders waive them or not) Mandatory reopening of the Takeover Bid (should the Bidders, together with Duvel Moortgat, hold at least 15 January PM CET 22 January January BR:

58 90% but cannot proceed with a simplified squeeze-out) Initial Settlement Date 5 February 2013 Closing of the Acceptance Period of the mandatory reopening 12 February 2013 Announcement of the results of the mandatory reopening 19 February 2013 Opening simplified squeeze-out period (if the mandatory reopening did not already have the effect of a squeezeout) 20 February 2013 Settlement Date of the mandatory reopening 5 March 2013 Closing of the Acceptance Period of the simplified squeeze-out Announcement of the results of the simplified squeezeout 12 March March 2013 Settlement Date of the simplified squeeze-out 28 March Initial Acceptance Period (a) Initial Acceptance Period The Initial Acceptance Period runs from 21 December 2012 to 15 January 2013 at 4PM CET. (b) Extension of the Initial Acceptance Period Further to article 31 of the Royal Decree on Takeover Bids, the Initial Acceptance Period may be extended by five (5) Business Days. This would be the case if at any time during the bid period the Bidders (or a person acting in concert with the Bidders) acquire or undertake to acquire, other than through the Takeover Bid, Shares at a price higher than the Bid Price. In such case, the Bid Price will be adjusted so that it will correspond to this higher price and the Initial Acceptance Period will be extended by five (5) Business Days, after publication of this higher price, in order to allow all Shareholders to accept the Takeover Bid at this higher bid price. 7.5 Reopening of the Bid The Takeover Bid may or must be reopened in the following cases: (a) The Bidders acquire less than 95% of the shares If the Bidders (together with Duvel Moortgat) hold less than 95% of the shares of the Target after the Initial Acceptance Period, then one of the conditions of the Bid has not been satisfied (i.e. the condition as mentioned in section 7.1(c)(i) of the Prospectus) and the Bidders will have the right to withdraw from the Bid. In such case, the Bidders will have to announce, within five (5) Business Days following the end of the Initial Acceptance Period, whether or not they will use his right to withdraw. In such case the Bidders also reserve the right to reopen the Bid, at their discretion. Such voluntary reopening will commence within ten (10) Business Days from the announcement of the result of the BR:

59 Initial Acceptance Period for a subsequent Acceptance Period of at least five (5) and maximum fifteen Business Days. In no event shall the aggregate duration of the Initial Acceptance Period and any voluntary reopening of the Bid exceed ten (10) weeks. (b) The Bidders acquire at least 90% of the shares If the Bidders (together with Duvel Moortgat) hold at least 90% of the shares following the Initial Acceptance Period, there will be a mandatory reopening of the Takeover Bid pursuant to article 35, 1 of the Royal Decree on Takeover Bids. The mandatory reopening pursuant to article 35, 1 of the Royal Decree on Takeover Bids will also be applicable if the aforementioned threshold of 90% has not been immediately reached following the Initial Acceptance Period, but only after a voluntary reopening (as described in subclause 7.5(a) of the Prospectus). In case of a mandatory reopening pursuant to article 35,1 of the Royal Decree on Takeover Bids, the Takeover Bid will reopen, within ten (10) Business Days after the announcement of the results of the last preceding Acceptance Period, for a subsequent Acceptance Period of at least five (5) and maximum 15 Business Days. (c) The Bidders acquire at least 95% of the shares If as a result of the Initial or any subsequent Acceptance Period, the Bidders (together with Duvel Moortgat) hold at least 95% of the shares in Duvel Moortgat, the Bidders will have the right to proceed with a squeeze-out in accordance with article 513 of the Companies Code. If, in addition, the Bidders (together with Duvel Moortgat) acquire through the Takeover Bid 90% of the Shares for which the Takeover Bid was made, the Bidders will have the right (which they intends to use) to proceed with a simplified squeeze-out in accordance with article 513 of the Companies Code and article 42 and 43 of the Royal Decree on Takeover Bids, in order to acquire the Shares not yet acquired by the Bidders, under the same terms and conditions as the Takeover Bid. More specifically, the condition for proceeding with a simplified squeeze-out is fulfilled if the Bidders, together with the Target and Veerle Baert Moortgat owe 97.57% of the Duvel Moortgat shares following the Bid. The simplified squeeze-out proceedings shall be initiated within three months from the end of the Initial Acceptance Period, for an additional Acceptance Period of at least 15 Business Days. If a squeeze-out is effectively carried out, then, upon completion thereof, all Shares which have not been tendered to the squeeze-out will be deemed transferred to the Bidders by operation of law with consignation of the funds necessary for the payment of their price to the Deposit and Consignation Office ("Caisse des Dépôts et Consignations"/"Deposito-en Consignatiekas"). If a squeeze-out bid is made, the Shares shall be automatically delisted from NYSE/Euronext Brussels upon the close of the squeeze-out (for more details see subclause 7.6 of the Prospectus). 7.6 Delisting and possible mandatory reopening of the Takeover Bid If the Takeover Bid is successful, the Bidders may request the delisting of the Shares from Euronext Brussels. In accordance with Article 7, 4 of the law of 2 August 2002, Euronext Brussels may delist financial instruments if (i) it considers that, due to exceptional circumstances, a normal and regular market can no longer be maintained for these financial instruments, or (ii) these financial instruments would fail to comply with the rules of the regulated market, except if such a measure is likely to significantly BR:

60 harm investors interests or to impair the proper functioning of the market. Euronext Brussels must inform the FSMA of any proposed delisting. The FSMA may, in consultation with Euronext Brussels, oppose the proposed delisting in the interest of investor protection. The delisting formalities regarding the Shares will typically entail (i) the filing by the issuer of a delisting request with Euronext Brussels stating the grounds for such delisting (usually, because of low trading volumes and relatively high costs associated with the listing), (ii) the absence of opposition to such request by Euronext Brussels and the FSMA, (iii) the determination by Euronext Brussels of the effective date of the delisting, and (iv) the publication by Euronext Brussels of the date on which the delisting will be effective as well as the conditions for such delisting and any other relevant information concerning the delisting. If Duvel Moortgat files (upon direction of the Bidders) a request for delisting within three months following closing of the last Acceptance Period and if, at that moment, the squeeze-out, as set out in subclause 7.5(c), has not yet been launched, the Bidders must reopen the Takeover Bid within ten Business Days following such filing for a subsequent Acceptance Period of at least five Business Days and not more than 15 Business Days, in accordance with articles 35,2 of the Royal Decree on Takeover Bids. Should a squeeze-out, as set out in subclause 7.5(c), be launched, the delisting will automatically occur following the closing of the squeeze-out. 7.7 Sell-out right If (i) as a result of the Takeover Bid, the Bidders (together with Duvel Moortgat) hold at least 95% of the shares, and have acquired through the Takeover Bid 90% of the Shares for which the Takeover Bid was made, and (ii) the Bidders do not launch a squeeze-out as set out in subclause 7.5(c) then each Shareholder may require the Bidders to purchase its Shares, under the terms and conditions of the Takeover Bid, in accordance with article 44 of the Royal Decree on Takeover Bids. Shareholders wishing to exercise their sell-out right must submit their request to the Bidders within 90 Business Days following the end of the Initial Acceptance Period, by registered letter with acknowledgement of receipt. 7.8 Acceptance of the Bid and payment (a) Withdrawal of acceptance Pursuant to article 25, 1 of the Royal Decree on Takeover Bids, Shareholders who have accepted in the framework of the Bid, may always withdraw their acceptance during the relevant Acceptance Period. For the withdrawal of an acceptance to be valid, it must be notified in writing directly to the financial intermediary with whom the Shareholder has deposited its Acceptance Form, with reference to the number of Shares that are being withdrawn. Shareholders holding Shares in registered form will be informed by Duvel Moortgat of the procedure to be followed to withdraw their acceptance. In the event the Shareholder notifies its withdrawal to a financial intermediary other than a Paying Agent Bank, then it will be the obligation and the responsibility of such financial intermediary to timely notify such withdrawal to the Paying Agent Bank. Such notification must be made to a Paying Agent Bank at the latest on 15 January 2013, before 4PM CET (with respect to the Initial Acceptance Period), or, if applicable, the date further specified in the relevant notification and/or press release. (b) Acceptance Form BR:

61 (i) General Shareholders can accept the Takeover Bid and sell their Shares by completing and submitting the Acceptance Form attached hereto in Annex 1 at the latest on the final day of the Initial Acceptance Period, or as the case may be of the subsequent Acceptance Period of any reopening of the Bid, duly completed and signed. The duly completed and executed Acceptance Form can be deposited free of charge directly with the counters of the Paying Agent Bank. Shareholders may also elect to have their acceptance registered either directly, or indirectly, through another financial intermediary. In such case, they should inquire about the costs and fees that these organizations might charge and which they will have to bear. These financial intermediaries shall, as the case may be, comply with the process described in this Prospectus. (ii) (iii) Additional Practical Instructions Shareholders holding Shares in dematerialized form (book-entry) will instruct their financial intermediary to immediately transfer to the Paying Agent Bank the Shares they hold in their securities account with this financial intermediary. They will do so by depositing the completed and duly signed Acceptance Form or by otherwise registering their acceptance with the Paying Agent Bank, either directly, or indirectly, through other financial intermediaries. Other financial intermediaries must transfer the thus tendered Shares to the account of the Paying Agent Bank immediately. Shareholders holding Shares in bearer form ("aandelen aan toonder"/"actions au porteur") are invited to go directly to a Paying Agent Bank or another financial intermediary with the Shares to ensure that the dematerialization process can be performed and that in addition, the thus converted Shares can be timely transferred to the account of the Paying Agent Bank. Shareholders holding Shares in registered form will receive from Duvel Moortgat a letter evidencing the ownership of the number of Shares and describing the procedure to be followed to deposit their completed and duly signed Acceptance Form. Legal title to the Shares Shareholders tendering their Shares represent and warrant that (i) they are the legal owner of the Shares thus tendered, (ii) they have the power and capacity to accept the Takeover Bid, and (iii) the thus tendered Shares are free and clear of any pledge, lien or other encumbrance. In the event Shares are owned by two or more persons, the Acceptance Form must be executed jointly by all such persons. In the event Shares are subject to usufruct ("usufruit"/"vruchtgebruik"), the Acceptance Form must be executed jointly by the beneficial owner ("usufruitier"/"vruchtgebruiker") and the bare owner ("nupropriétaire"/"naakte eigenaar"). In the event Shares are pledged, the Acceptance Form must be executed jointly by the pledgor and the pledgee, with the pledgee explicitly confirming the irrevocable and unconditional release of the relevant Shares from the pledge. In the event the Shares are encumbered in any other manner or are subject to any other claim or interest, all beneficiaries of such encumbrance, claim or interest must BR:

62 jointly execute the Acceptance Form and all such beneficiaries must irrevocably and unconditionally waive any and all such encumbrance, claim or interest relating to such Shares. (c) Announcement of the results of the Bid In accordance with Articles 32 and 33 of the Royal Decree on Takeover Bids, the Bidders will announce within five Business Days following the end of the Initial Acceptance Period. (i) the results of the Initial Acceptance Period as well as the number of Shares the Bidders hold following the Takeover Bid and (ii) whether the conditions attaching to the Takeover Bid have been satisfied and, if not, whether it waives the benefit of such conditions. Such announcement will be made via a press release that will be published on the website of the Paying Agent Bank ( and on the website of the Target ( If the Takeover Bid is reopened as described in subclause 7.5, the Bidders will announce, within five Business Days from the end of the relevant subsequent Acceptance Period, the results of the relevant reopening, as well as the number of Shares the Bidders hold following the relevant reopening. Such announcement will be made via a press release that will also be published on the website of the Paying Agent Bank ( and on the website of the Target ( (d) Date and method of payment If the Takeover Bid is successful, the Bidders shall pay the Bid Price to the Shareholders who have validly tendered their Shares during the Initial Acceptance Period, within ten Business Days following the publication of the results of the Initial Acceptance Period. If there are subsequent Acceptance Periods due to any reopening(s) of the Bid, as described in sections 7.6, the Bidders shall pay the Bid Price within ten Business Days following the announcement of the results of such subsequent Acceptance Periods. Payment of the Bid Price to the Shareholders who have duly accepted the Takeover Bid will be made free of any condition or restriction, by wire transfer to the bank account specified by such Shareholder in its Acceptance Form. The Bidders shall bear the tax on stock exchange transactions owed by the Shareholders (see section 8.2 for more details). The Paying Agent Bank will not charge the Shareholders any commission, fee or any other cost for the purpose of the Bid. Shareholders who register their acceptance with a financial institution other than the Paying Agent Bank should inquire about additional costs that may be charged by such institutions and will be liable for any additional costs that may be charged by such institutions. The risk associated with and the title to the Shares that were validly tendered during the Initial Acceptance Period or any subsequent Acceptance Period will pass to the Bidders on the Initial Settlement Date or the relevant subsequent Settlement Date at the time when payment of the Bid Price is made by the Paying Agent Bank on behalf of the Bidders (ie the time when the Bidders account is debited for these purposes). (e) Counter-bid and higher bid In the event of a counter-bid and/or higher bid (which price shall be at least 5% above the Bid Price) in accordance with Articles 37 to 41 of the Royal Decree on Takeover Bids, the Initial Acceptance Period will be extended until the expiry of the acceptance period of that counter-bid (unless the Bidders elects to withdraw the Takeover Bid). In the event of a valid and more favourable counter-bid and/or higher bid, all Shareholders who had already tendered their Shares under the BR:

63 Takeover Bid are entitled to use their withdrawal right in accordance with Article 25 of the Royal Decree on Takeover Bids and the procedure described under subclause 7.8. Should the Bidders offer a higher bid in response to the counter-bid, all Shareholders who have accepted the Takeover Bid will benefit from this increased price. 7.9 Other aspects of the Bid (a) Assessment of the Takeover Bid conducted by the Independent Expert Pursuant to article 21 of the Royal Decree on Takeover Bids, the Independent Expert was appointed by two independent directors of the Target, namely Mr Axel Millier and A2 BVBA (represented by Alain Beyens). Rubus NV (represented by Michel van Hemele) has agreed with the decision to appoint the Independent Expert. Rubus NV is not related to the Bidders, but is not an independent director under article 526ter of the Belgian Companies Code since it has been a director of the Target for more than 12 years. The Independent Expert has drafted, in accordance with article 23 of the Royal Decree on Takeover Bids, a report that is attached as Annex 5 of the Prospectus. (b) Work's council Furthermore, the Target's work's council has taken a position in accordance with article 44 of the Law on Takeover Bids. This position is in its entirety attached to the present Prospectus as Annex 7. (c) Financing of the Takeover Bid (i) Availability of the necessary funds As required by article 3 of the Royal Decree on Takeover Bids, the funds required for the payment of all Shares under the Takeover Bid are irrevocably and unconditionally available under the confirmation letter of ING Bank NV/SA dated 15 November (ii) Details of financing For the financing of the Bid, Fibemi has entered into a credit agreement with ING, whereby ING has granted Fibemi a bridge loan of EUR 76,100, and a term loan of EUR 33,000, For the financing of the Bid, Hop!nvest has entered into a credit agreement with ING, whereby ING has granted Hop!nvest a bridge loan of EUR 12,200, and a term loan of EUR 5,300, The Bidders may use these credits in one or several draw-ups on the dates in which the reimbursement for the Offered Shares must be paid. In order to guarantee their obligations under these credits, the Bidders shall pledge a part of their Duvel Moortgat shares. Duvel Moortgat did not grant any guarantees or assurances for these credits. The Bidders will reimburse the financing by means of distributions from the Target and will, if necessary, appeal to the debt capacity of the Target. This can take the shape of an intragroup-loan (that will be granted, if applicable, in accordance with article 629 of the Companies Code, and if need be article 524 of the Companies Code) and/or a distribution of the net assets, and will be structured within a legal framework. The Bidders are of the opinion that such an appeal will not hinder the regular investment policy of the Company BR:

64 8. TAX TREATMENT OF THE BID This Chapter summarizes certain tax considerations applicable at the date of the Prospectus, under the laws of Belgium, to the transfer of the Shares in the Bid and does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to tender the Shares in the Bid. It does not address specific rules, such as Belgian federal or regional estate and gift tax considerations or tax rules that may apply to special classes of holders of financial instruments, and is not to be read as extending by implication to matters not specifically discussed herein. As to individual consequences, including cross-border consequences, each Shareholder should consult its own tax advisor. This summary is based on the laws, regulations and applicable tax treaties as in effect in Belgium on the date of this Prospectus, all of which are subject to change, possibly on a retroactive basis. It does not discuss or take into account tax laws of any jurisdiction other than Belgium, nor does it take into account individual circumstances of a Shareholder. The summary below is not intended as and should not be construed to be tax advice. For purposes of this summary, (i) Belgian individual means any individual subject to Belgian personal income tax (ie an individual having its domicile or seat of wealth in Belgium or assimilated individuals for purposes of Belgian tax law; (ii) Belgian company means any company subject to Belgian corporate income tax (ie a company having its registered seat, principal establishment or effective place of management in Belgium); and (iii) Belgian legal entity means any legal entity subject to the Belgian legal entities tax (ie a legal entity other than a company subject to corporate income tax having its registered seat, principal establishment or effective place of management in Belgium). A non-resident individual, company or legal entity means an individual, company or legal entity that does not fall in any of the three previous classes. This summary does not address the tax regime applicable to Shares held by Belgian tax residents through a fixed basis or a permanent establishment situated outside Belgium. 8.1 Taxation upon transfer of the Shares (a) Belgian individuals For Belgian individuals holding shares as a private investment, capital gains realized upon the transfer of the shares are generally not subject to Belgian income tax. Capital losses are not tax deductible. Belgian individuals may, however, be subject to a 33% income tax (to be increased with local taxes) if the capital gain on the shares is deemed to be speculative or outside the scope of the normal management of their private estate. Capital losses arising from such transactions are not tax deductible. Capital gains realized upon transfer of shares held for professional purposes shall be taxable at the normal progressive tax rates in the personal income tax, except for shares held for more than five years, which are taxable at a separate rate of 16.5% (to be increased with local taxes). Capital losses on the shares incurred by Belgian individuals holding the shares for professional purposes are in principle tax deductible and may be carried forward. Such Belgian individuals should consult their Belgian tax advisors on the tax implications of the Bid. (b) Belgian companies Capital gains realized upon transfer of the shares by Belgian companies are exempt, provided that the shares have been held in full ownership during an uninterrupted period of at least one year. If the shares have not been held in full ownership during an uninterrupted period of at least one year, the capital gain will be taxable at a separate rate of 25.75%. Capital losses are not tax deductible BR:

65 If the shares form part of the trading portfolio ("handelsportefeuille"/"portefeuille commercial") of companies which are subject to the Royal Decree of 23 September 1992 on the annual accounts of credit institutions, investment firms and management companies of collective investment institutions ("jaarrekening van de kredietinstellingen, de beleggingsondernemingen en de beheervennootschappen van instellingen voor collectieve belegging"/"comptes annuels des établissements de crédit, des entreprises d investissement et des sociétés de gestion d organismes de placement collectif"), the capital gains will be subject to corporate income tax at the standard rates, and capital losses will be tax deductible. (c) Belgian legal entities Capital gains realized upon transfer of the shares by Belgian legal entities are in principle tax exempt and capital losses are not tax deductible. (d) Non-resident individuals or companies Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital gains realized upon transfer of the shares, unless the shares are held as part of a business conducted in Belgium through a fixed base or a Belgian establishment. In such a case, the same principles apply as described with regard to Belgian individuals (holding the shares for professional purposes) or Belgian companies. Non-resident individuals who do not use the shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the shares to Belgium, might be subject to tax in Belgium if the capital gains arise from transactions which are to be considered speculative or beyond the normal management of one s private estate as mentioned in the tax treatment of the transfer of the shares by Belgian individuals under subclause 8.1(a) above. Such non-resident individuals might therefore be obliged to file a tax return and should therefore consult their Belgian tax advisors on the tax implications of the Bid. 8.2 Tax on stock market transactions A tax on stock market transactions will be payable on any cash consideration paid for Shares tendered in the Bid through a professional intermediary at the rate of 0.25% of the purchase price. This tax is however limited to a maximum amount of EUR 740 per taxable transaction and per party. The tax is separately due from each party to any such transaction, ie, the seller (transferor) and the purchaser (transferee), both collected by the professional intermediary. This tax is not payable by: (a) professional intermediaries described in Articles 2, 9 and 10 of the Law of 2 August 2002, acting for their own account; (b) (c) (d) (e) insurance companies described in Article 2, 1 of the law of July 9, 1975 on the supervision of insurance undertakings, acting for their own account; pension institutions described in Article 2, 1 of the law of October 27, 2006 on the supervision of pension institutions, acting for their own account; collective investment undertakings, acting for their own account; and non-residents, acting for their own account BR:

66 The Bidders shall bear the tax on stock exchange transactions owed by the Shareholders BR:

67 ANNEX 1 ACCEPTANCE FORM The attached Acceptance Form concerning the Shares must be completed in two copies: one (1) copy for the Shareholder; one (1) copy for the financial intermediary that records the offering of Shares in the framework of the Offer BR:

68 ACCEPTANCE FORM FOR THE VOLUNTARY AND CONDITIONAL PUBLIC TAKEOVER BID IN CASH BY FIBEMI NV AND HOP!NVEST BVBA ON ALL THE SHARES ISSUED BY DUVEL MOORTGAT NV THAT ARE NOT ALREADY HELD BY THE BIDDERS OR BY PERSONS AFFILIATED WITH THE BIDDERS TO BE INTRODUCED AT THE LATEST BY 15 JANUARY 2013 BEFORE 4PM CET I, the undersigned (name, first name or company name): Residing at / Having its registered office at (full address): Declare, after having had the possibility to read the Prospectus, that: (i) (ii) I accept the terms and conditions of the Takeover Bid described in the Prospectus; I hereby agree to transfer the Shares identified in this Acceptance Form, and which I fully own, to the Bidders, in accordance with the terms and conditions of the Prospectus, for a price consisting of a payment in cash of: EUR 95.0 for each Share (iii) (iv) I transfer the Shares in agreement with the acceptance process described in the Prospectus; and I acknowledge that all representations, warranties and undertakings deemed to be made or given by me under the Prospectus are incorporated in this Acceptance Form with respect to the transfer of my Shares. Shares Number Form Instructions Shares in dematerialized form (book-entry form) These Shares are available on my securities account and I authorize the transfer of these Shares from my securities account to the Paying Agent Bank. Shares in registered form The Company s letter confirming the ownership of the Shares is attached herewith. I hereby request that these Shares be transferred to the Bidders and I hereby appoint each director of Duvel Moortgat NV as attorney-in-fact ( mandataire / lasthebber ), acting individually and with the right of substitution, to register such BR:

69 transfer of shares in the shareholders register and to conduct all actions relevant to that end. I hereby request that on the Settlement Date, the Bid Price of the transferred Shares be credited to my account IBAN Nr ; BIC/SWIFT code opened with bank (designation). I am aware that: (1) to be valid, this Acceptance Form must be submitted, in accordance with the applicable acceptance procedure as set out in the Prospectus, at the latest on the last day of the Initial Acceptance Period (or extended, as the case may be), i.e. 15 January 2013 before 4PM CET, in accordance with section 7.8(b)(i) of the Prospectus; (2) (a) in the event Shares are owned by two or more persons, the Acceptance Form must be executed jointly by all such persons; (b) in the event Shares are subject to usufruct ( vruchtgebruik / usufruit ), the Acceptance Form must be executed jointly by the beneficial owner ( vruchtgebruiker / usufruitier ) and the bare owner ( naakte eigenaar / nu-propriétaire ); (c) in the event Shares are pledged, the Acceptance Form must be executed jointly by the pledgor and the pledgee, with the pledgee explicitly confirming the irrevocable and unconditional release of the relevant Shares from the pledge; (d) in the event the Shares are encumbered in any other manner or are subject to any other claim or interest, all beneficiaries of such encumbrance, claim or interest must jointly execute the Acceptance Form and all such beneficiaries must irrevocably and unconditionally waive any and all such encumbrance, claim or interest relating to such Shares. (3) I will not bear any costs, fees and commissions in case (a) of depositing the Acceptance Form directly in accordance with point (1) with the Paying Agent Bank and (b) I have an account with the afore-mentioned Paying Agent Bank. (4) I will bear all costs that would be charged by a financial intermediary other than the Paying Agent Bank, as set out in (1). I acknowledge to have received all information to make an informed decision as to whether or not to tender my Shares to the Takeover Bid. I am fully aware of the legality of the Takeover Bid and the risks related to it and I have inquired about the taxes I could owe in the framework of the transfer of my Shares to the Bidder, which if necessary I will exclusively bear. Except where otherwise indicated, the wordings of this Acceptance Form will have the same meaning as in the Prospectus. Made in two originals at (place) On (date): BR:

70 The Shareholder The Paying Agent Bank / other financial intermediary (signature) (name, first name, company name) (signature) (financial intermediary) BR:

71 ANNEX 2 CROSS REFERENCE LIST Paragraph to Annex I to the Royal Decree on Takeover Bids Reference 3.1 Information on Duvel Moortgat Subsidiaries Annual report FY 2011: page 139 (List of the fully consolidated subsidiaries) Recent Developments Press releases (Under 'News' on Board of directors: identities Day-to-day management Board committees Annual report FY 2011: page 62 (Composition of the Board of directors) Annual report FY 2011: page 72 (Day-to-day Management) Annual report FY 2011: page 60 (Audit Committee Functions) and page 68 (Committees formed by the Board of Directors) Financial statements of Duvel Moortgat Duvel Moortgat's statutory and consolidated annual accounts per 31 December 2011 Duvel Moortgat's interim accounts dated 30 June Annual report FY 2011: page 110 and page 169; Annual accounts 2011 Interim Financial Report for the first 6 Months ended 30 June BR:

72 ANNEX 3 STATUTORY ANNUAL ACCOUNTS OF FIBEMI PER 31 DECEMBER BR:

73 BR:

74 BR:

75 BR:

76 BR:

77 BR:

78 BR:

79 BR:

80 BR:

81 BR:

82 BR:

83 BR:

84 BR:

85 BR:

86 BR:

87 BR:

88 BR:

89 BR:

90 BR:

91 BR:

92 BR:

93 BR:

94 BR:

95 BR:

96 BR:

97 BR:

98 BR:

99 BR:

100 BR:

101 BR:

102 BR:

103 BR:

104 BR:

105 BR:

106 BR:

107 BR:

108 BR:

109 BR:

110 BR:

111 BR:

112

113

114 ANNEX 4 INTERIM ACCOUNTS OF FIBEMI PER 30 JUNE BR:

115 BR:

116 BR:

117 BR:

118 BR:

119 BR:

120 BR:

121 BR:

122 ANNEX 5 REPORT OF THE INDEPENDENT EXPERT BR:

123 KBC Securities Corporate Finance Expert Report 13 November 2012 Copyright KBC Securities