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1 2007 Annual Report

2 Contents 01 Profile 02 Performance highlights 04 Milestones 2007 Report of the Executive Board 06 Chief Executive s statement 10 Outlook Executive Committee 14 Operational review 14 Top-line growth 14 The Heineken brand 16 Innovation, research and development 17 International marketing 18 Shifting the balance 18 The Amstel brand 19 Sustainability 21 Personnel and organisation 22 Regional review 22 Western Europe 26 Central and Eastern Europe 30 Americas 34 Africa and the Middle East 38 Asia Pacific 42 Risk management 47 Financial review 52 Dutch Corporate Governance Code 56 Decree Article 10 Report of the Supervisory Board 58 To the shareholders 61 Supervisory Board 62 Remuneration report Financial statements 65 Consolidated income statement 66 Consolidated statement of recognised Income and expense 67 Consolidated balance sheet 68 Consolidated statement of cash flows 70 Notes to the consolidated financial statements 132 Heineken N.V. balance sheet 133 Heineken N.V. income statement 134 Notes to Heineken N.V. financial statements Other information 138 Auditor s report 140 Appropriation of profit 141 Shareholder information 145 Countries and brands 152 Historical summary 154 Glossary 156 Reference information

3 01 Profile Heineken is one of the world s great brewers and is committed to growth and remaining independent. The brand that bears the founder s family name Heineken is available in almost every country on the planet and is the world s most valuable international premium beer brand. Heineken aims to be a leading brewer in each of the markets in which we operate and to have the world s most prominent brand portfolio. Our principal brands are Heineken and Amstel. In addition to these, we have more than 170 international, regional, local and specialty beers around the globe, brewing a Group beer volume of million hectolitres. Our other leading brands include Cruzcampo, Tiger, Żywiec, Birra Moretti, Ochota, Primus and Star. We have the widest presence of all international brewers, thanks to our global network of distributors and 119 breweries in more than 65 countries. In Europe we are the largest brewer and distributor of beverages. Our global coverage is achieved through a combination of wholly-owned companies, licence agreements, affiliates and strategic partnerships and alliances. Some of our wholesalers also distribute wine, spirits and soft drinks. Our brands are well established in profitable, mature markets, whilst the popularity of our beers is growing daily in emerging beer markets. Marketing excellence and innovation are key components of our growth strategy. In everything we do, it is the consumers and their changing needs that is at the heart of our efforts. We also fully acknowledge our role in society. Social responsibility and sustainability underpin everything we do. We will continue expanding initiatives to combat alcohol abuse and misuse and we will work hard to reach the highest environmental standards in the industry. History The Heineken story began more than 140 years ago in 1864 when Gerard Adriaan Heineken acquired a small brewery in the heart of Amsterdam. Four generations of the Heineken family have been passionately involved in the expansion of the Heineken brand and the Company throughout the world. Employees In 2007, the average number of people employed was 54,004. Their hard work and commitment are the basis of our Company s success.

4 02 Performance highlights Our performance highlights Revenue +6.2% 12,564 million EBIT (beia) +17.6% 1,846 million Net profit (beia) +20.4% 1,119 million Consolidated beer volume +7.1% million hectolitres Net profit (beia) increased by 20.4 per cent, the best performance for the past nine years, driven by an increase in EBIT (beia). Consolidated beer volume grew by 7.1 per cent to million hectolitres of which only 0.5 per cent was attributable to the first time consolidation of newly-acquired companies. Volume of the Heineken brand in the international premium segment grew 10 per cent to 24.7 million hectolitres, increasing Heineken s worldwide share in the segment. Heineken volume in premium segment +10% 24.7 million hectolitres EBIT (beia) In millions of EUR ,357 1,377 Net profit (beia) In millions of EUR , , , ,119 Consolidated beer volume In millions of hectolitres Heineken volume in premium segment In millions of hectolitres

5 03 Key figures 1 Results In millions of EUR Change in % Revenue 12,564 11, EBIT 2 1,528 1,832 (16.6) EBIT (beia) 2 1,846 1, Net profit 807 1,211 (33.4) Net profit (beia) 2 1, EBITDA 2 2,292 2,618 (12.5) EBITDA (beia) 2 2,568 2, Net debt 1,926 1, Dividend (proposed) Free operating cash flow ,122 (33.6) Balance sheet In millions of EUR Total assets 12,968 12,997 (0.2) Equity attributable to equity holders of the Company 5,404 5, Net debt position 1,926 1, Market capitalisation 21,639 17, Results and balance sheet per share of 1.60 Weighted average number of shares basic 489,353, ,712,594 Net profit (33.2) Net profit (beia) Dividend (proposed) Free operating cash flow (33.6) Equity attributable to equity holders of the Company Share price as at 31 December Employees In numbers Average number of employees pro rata 54,004 57,557 (6.2) Ratios EBIT as % of revenue 12.2% 15.5% (21.3) EBIT as % of total assets 11.8% 14.1% (16.3) Net profit as % of average shareholders equity 15.5% 27.5% (43.6) Net debt/ebitda (beia) (8.5) Dividend % payout 30.7% 31.6% 74.5 Cash conversion rate 57.9% 105.6% (45.2) EBITDA/Net interest expenses Please refer to the Glossary for definitions. 2 EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow are not financial measures calculated in accordance with IFRS. Accordingly, it should not be considered as an alternative to results from operating activities or profit as indicators of our performance, or as an alternative to cash flow from operating activities as a measure of our liquidity. However, we believe that EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow are measures commonly used by investors and as such useful for disclosure. The presentation on these financial measures may not be comparable to similarly titled measures reported by other companies due to differences in the ways the measures are calculated. For a reconciliation of results from operating activities, profit and cash flow from operating activities to EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow we refer to the financial review on pages 47 to 51.

6 04 Milestones 2007 Important highlights March May June Amstel in South Africa Heineken regains control of Amstel Lager in South Africa, following an arbitration award by the International Court of Arbitration of the International Chamber of Commerce in favour of Amstel. In addition, Heineken takes an in-principle decision to construct a brewery in South Africa. Amstel Lager will be marketed, sold and distributed in South Africa through brandhouse Beverages (Pty) Ltd., the Cape Townheadquartered joint venture between Heineken, Diageo and Namibia Breweries. Until the new brewery is completed, the production of Amstel Lager will be brewed in existing Amstel breweries in Europe and transported to South Africa. New UEFA Champions League advertising campaign Heineken launches a new advertising campaign for the Heineken brand and the UEFA Champions League partnership, which establishes the new theme Enjoyed together around the world. This new campaign builds on the truly international premium status of both Heineken and the UEFA Champions League. Heineken and FEMSA sign ten year import agreement for the USA Heineken and Fomento Económico Mexicano, S.A.B. de C.V. ( FEMSA ) extend their existing three-year relationship in the United States for a period of ten years, effective 1 January Heineken USA will continue to be the sole and exclusive importer, marketer and seller of the FEMSA beer brands, Dos Equis, Tecate, Tecate Light, Sol, Bohemia and Carta Blanca, in the USA. Krušovice Brewery in Czech Republic Heineken announces the acquisition of Krušovice Brewery in the Czech Republic from Radeberger Gruppe KG. As a result of this transaction, the market share of Heineken in the Czech Republic will increase to 8 per cent, with total volumes of over 1.6 million hectolitres, improving Heineken s position in the market to number three. This acquisition provides a strong opportunity to accelerate top-line growth in the Czech market. The Krušovice brand is very popular among local consumers and Heineken is confident that with appropriate commercial investment, this brand has clear potential to grow.

7 05 September October December Rugby World Cup 2007 in Paris Heineken launches its new campaign entitled Continental Shift, officially starting the countdown to the opening game of Rugby World Cup 2007 in Paris on 7 September. Heineken was once again the Official Beer of the Rugby World Cup and holds Official Sponsor status. Referring to a new campaign theme One World, One Cup, One Beer, Heineken presented a TV commercial in which thousands of fans from all over the world show their passion for the game of rugby and for Heineken beer. The television commercial was shot in a number of iconic locations around the world, and is based around the idea that rugby fans would do anything to get to Rugby World Cup Heineken and Carlsberg to bid for Scottish & Newcastle Heineken and Carlsberg confirm their intention to make an offer for the entire issued share capital of Scottish & Newcastle plc. Through the deal, it is intended that Heineken will ultimately obtain a number 1 position in the UK and number 2 positions in the key markets of Portugal, Ireland, Finland and Belgium, as well as greater exposure to developing markets and segments, with positions in India and the US import market. Carlsberg will ultimately acquire Scottish & Newcastle s interests in Russia (BBH), France and Greece. In January 2008, the board of Scottish & Newcastle recommends the terms of a cash offer to its shareholders. Acquisitions in Serbia and Belarus Heineken announces the acquisitions of the Rodic Brewery, in Novi Sad, Serbia and of the Syabar Brewing Company, in Bobruysk, Belarus. Rodic was established in 2003 and employs 282 people. The Rodic Brewery facility is a stateof-the-art, 1.5 million hectolitre brewery, located in Novi Sad, northern Serbia. The company s portfolio consists of the beer brands MB Premium, MB Pils and Master. Total 2007 sales volume is estimated at 500,000 hectolitres. The Syabar Brewing Company has been operational since October 2005 following the reconstruction of a stateowned brewery, employs 280 people and is located in Bobruysk, 140 km south-east of Minsk. The portfolio consists of the national mainstream beer brand Bobrov, which holds the number two position in the market and the recently introduced premium brand Syabar sales volume is estimated at 600,000 hectolitres, compared to 370,000 hectolitres in 2006.

8 06 Report of the Executive Board Chief Executive s Statement 2007 was an outstanding year. We executed our plans faster, more efficiently and with greater impact than ever before. Alongside this, we maintained our focus and insistence on performance and delivery. We will not be complacent though and will continue to focus on delivering what we have promised was a very strong year for Heineken. We significantly exceeded the expectations set at the start of the year in terms of profit growth and we delivered on our ambitious cost-reduction targets. Along the way, we made good progress towards becoming an organisation in which performance and focus on consumer needs are the key drivers of our strategic agenda. Our success is clearly reflected in the results we achieved against our key metrics: Organic growth in net profit (beia) up 22.6 per cent Organic revenue growth up 7.3 per cent Organic consolidated beer volume growth up 6.5 per cent Heineken growth in the premium segment up 10 per cent.

9 07 This is a great achievement and I would like to thank our employees, and our trade and business partners for playing their part in this performance. All regions contributed to growth Our results also reconfirmed that we continue to benefit from our ability to extract value from our mature markets. Nowhere is this more evident than in Western Europe where, despite the challenging market conditions, we significantly outperformed the sector with EBIT (beia) growth of 5.1 per cent. Performance from our Central and Eastern European (CEE), African and Asian markets was outstanding and are beginning to deliver on their potential for both profit and volume growth. CEE is our second largest profit pool. Consolidated volume grew by 9 per cent and EBIT (beia) rose by 22 per cent. With an 18 per cent volume growth and 41 per cent EBIT (beia) increase, Africa and Middle East was the fastest growing region in The Americas region was again consistent in growing both its consolidated volumes and EBIT (Beia) and our Asia Pacific region continued its positive growth in volumes, revenue and profitability. In the first half of 2007 we also made two very positive steps, which will help us to maintain strong regional and market performance in the future. Firstly, in May, we renewed the sales and marketing agreement with our partners FEMSA in the USA for a further 10 years. This will allow our American operation to mature into a true portfolio business, firmly positioned in the growth segment of the US beer market. Secondly, we regained control of the Amstel brand in South Africa and decided to construct a brewery there. This will mean a stronger, more profitable business in partnership with Diageo and Namibian Breweries. Scottish & Newcastle: a strategic acquisition The second half of 2007 was dominated by our planned acquisition of Scottish and Newcastle plc., in combination with Carlsberg. This strategic acquisition, which is still subject to approval of the relevant authorities, will reinforce our position in Europe, and will drive a sizeable, reliable cash flow and profit stream to support future expansion and increased shareholder returns. In particular, we will have an important new distribution platform in the UK and other markets to drive growth of the Heineken brand. Our acquisition strategy is focused on building leadership positions in markets where we operate. Scottish & Newcastle UK is the leading brewer and cider producer. Hartwall in Finland, Centralcer in Portugal and Alken-Maes in Belgium command respectable number two positions in their respective countries. We will also reinforce our business platforms in both Ireland and the USA. Last but not least the significant stake in India s leading brewer UBL will open tremendous opportunities for the future. Alongside this, we will have acquired some very strong, complementary brands such as Newcastle Brown Ale, Foster s and Strongbow cider, which have international appeal and potential. I would like to take this opportunity to wish all our new employees, business partners and customers a very warm welcome to Heineken. These are exciting times for all of us and we will continue to build on the superb heritage and sterling past performance of Scottish & Newcastle. Priorities for action We remained focused on our four Priorities for Action: Accelerate top-line growth Accelerate efficiencies Accelerate speed of implementation Focus on selective opportunities. Accelerate top-line growth Looking back at the past few years, much has been achieved in terms of top-line growth. For the year 2005 we announced revenue growth of 7.3 per cent, of which 2.2 per cent was organic. For 2006, revenue growth had risen to 9.6 per cent, of which 7.1 per cent was organic. In 2007, we once again increased our positive annual revenue growth by 6.2 per cent, of which 7.3 per cent is organic. We have also significantly grown the Heineken brand our key strategic asset which again showed excellent growth of 10 per cent in Heineken N.V. Executive Board Left: Jean-François van Boxmeer Chairman of the Executive Board/CEO Right: René Hooft Graafland Member of the Executive Board/CFO

10 08 Report of the Executive Board Chief Executive s Statement continued The market-by-market implementation of our brand portfolio reviews is well under way. It has clearly delivered growth on many of our leading regional and national brands such as Primus (+14.5 per cent), Star (+13.1 per cent), Ochota (+14.5 per cent), Cruzcampo (+1.7 per cent), Żywiec (+8.2 per cent), Gulder (+10.9 per cent), Goldenbrau (+15.5 per cent) and Three Bears (+46.2 per cent). This focused approach to investment in brand building, innovation and execution is ultimately what allows us to increase our profitability. Accelerate efficiencies Key in our drive for efficiency is our Fit2Fight three-year-cost reduction programme, aiming to save 450 million (including inflation) before tax from our fixed cost base over the period This year, the second year of the programme, we delivered additional gross savings of 191 million. To date, as we promised we would, we have realised, 305 million or 68 per cent of the total programme. The savings are flowing through to the bottom line, enhancing our profitability. In combination with stronger top-line growth, this has delivered the strongest operational profit growth in many years. The Fit2Fight rationale and the techniques for achieving it are becoming more and more embedded in the organisation and are crossing all disciplines. Looking ahead to 2008, we will complete our Fit2Fight programme on time and with the stated level of savings. Accelerate speed of implementation We have begun the implementation of an internal project on information logistics, which will support and simplify our Company-wide decision-making processes, by ensuring that the right level of accurate information on any aspect of our business is available in a timely manner. In parallel, we have made good progress on our major business-wide change programme to centralise IT and to introduce common systems and processes.

11 09 Ultimately, however, it is not about processes and systems. It is about whether we do or do not implement decisions more quickly. For me, there is no better example of this than our experience in South Africa, where from a virtual standing start in March of 2007, we had Amstel back on the market and in the hands of our consumers by September. Within six months, we had brewing, packaging, shipping, marketing, sales and distribution up and running and delivering for our consumers and trade partners a great achievement. Focus on selective opportunities Although the focus during 2007 was of course on our planned acquisition of parts of Scottish & Newcastle, we were also active on other fronts. Total investment in acquisitions amounted to 245 million net of cash acquired, with much of this focused on markets in Central and Eastern Europe. In Vietnam, thanks to our acquisition in 2007, we are now the number two brewer with Heineken brand volumes of more than one million hectolitres. In the Czech Republic, we acquired the Krušovice Brewery, a strategic addition considerably narrows the gap between the number two brewer and Heineken. In December 2007 we acquired the Rodic Brewery in Novi Sad in Serbia and announced the acquisition of Syabar Brewing Company in Belarus. In January 2008 we acquired Tango Brewery in Algeria, and announced a cooperation with Efes Breweries in Uzbekistan, Serbia and Kazakhstan. All these transactions take us forward in both our strategy to become the number one or two player, in key identified markets where we see opportunities to grow the Heineken brand. Thanks to our performance-driven approach and our strategic focus, at the beginning of 2008, I believe that we emerged stronger, more efficient, and more competitive than we were a year ago. Looking ahead, we will continue to invest the energy of our people and resources of our business into ensuring that environmental and social sustainability remain high on our agenda. We will strengthen our existing commitment to responsible consumption activities in partnership with our employees, the industry and third parties in order to play an active role in addressing alcohol misuse. In addition, we will maintain our focus on meeting the environmental and safety targets that we have set ourselves. Our 2007 Sustainability Report will once again transparently set out what we have done and what we have achieved in this regard. In 2008 and beyond, we remain resolute in our desire and determination to deliver value for all our shareholders through the sustainable growth of our business and our position in the global beer market. Jean-François van Boxmeer Chairman of the Executive Board/CEO Amsterdam, 19 February 2008

12 10 Report of the Executive Board Outlook 2008 This outlook for 2008 provides further information on general developments in the international beer industry, their effects on Heineken s position, its profit forecast and its capital investments. Full-year profit outlook Heineken expects that 2008 will be another year of good organic growth in net profit, based on a further improvement in sales mix, better prices, higher beer volume and savings in fixed costs. The international premium segment will continue to grow at a higher rate than that of the overall beer market and the Heineken brand will benefit from this trend. In its last year, the Fit2Fight cost-savings programme is expected to deliver approximately 150 million of gross costs savings thus delivering in full the Fit2Fight programme launched at the beginning of As a result of worldwide input cost inflation, Heineken expects a 15 per cent price increase in its raw material and packaging costs. The Company expects that it will be able to pass on the impact of the increased input and energy costs in most of its markets. Due to the uncertainties around the possible impact of worldwide consumer price inflation and weakening economies on consumer spending and beer consumption, it is too early to make a reliable estimate of volume levels for Heineken expects the capital expenditure related to property, plant and equipment to total around 1.2 billion in Part of this investment is related to capacity expansion and the construction of new breweries in Central and Eastern Europe, Asia and Africa. In principle, the capital expenditures will be financed from the cash flow. The total restructuring costs associated with the Fit2Fight cost-savings programme is expected to amount to about 225 million, of which about 75 million will relate to As a result of costreduction programmes, the underlying downward trend in the number of employees will continue.

13 11 In the event of a successful offer for Scottish & Newcastle, Heineken s share of the assets will be consolidated for the first time when the deal becomes effective. The intended acquisition of the assets of Scottish & Newcastle represents a significant strategic step that will create strong platforms for future profit and cash flow growth. It will enable the Company to grow its flagship Heineken brand faster in profitable markets and make the Heineken Group the leading brewer in the highly profitable European beer market. Following the transaction, Heineken will hold 18 number 1 or 2 positions in Europe. In Western Europe, where Heineken has increased its profitability consistently, year after year, Heineken will acquire number 1 and 2 market positions in significant new profit pools. The transaction will also add attractive brands with international appeal such as Newcastle Brown Ale, Foster s, John Smith s Bitter and Strongbow cider to Heineken s leading brand portfolio. In addition, Heineken will acquire a 37.5 per cent stake in United Breweries, the leading brewer in the still small but fast-growing Indian beer market. On a pro-forma annual basis, this acquisition would add over 27 million hectolitres and revenues of approximately 3.6 billion to Heineken, thus becoming twice as big as the second player in the European market.

14 12 Report of the Executive Board Executive Committee The two members of the Executive Board, the five Regional Presidents and five Group Directors together form the Executive Committee. The Executive Committee supports the development of policies and ensures the alignment and continuous implementation of key priorities and strategies across the organisation. 1. Jean-François van Boxmeer (Belgian; 1961) Chairman Executive Board/CEO In 2001 appointed member of the Executive Board and from 1 October 2005 Chairman of the Executive Board/CEO. Joined Heineken in 1984 and held various management positions in Rwanda (Sales & Marketing Manager), DRC (General Manager), Poland (Managing Director), Italy (Managing Director). Executive Board responsibility: Heineken Regions, Group Human Resources, Group Corporate Relations, Group Supply Chain, Group Commerce, Group Legal Affairs, Group Internal Audit, Company Secretary. 2. René Hooft Graafland (Dutch; 1955) Member Executive Board/CFO In 2002 appointed member of the Executive Board. Joined Heineken in 1981 and held various management positions in DRC (Financial Director), Netherlands (Marketing Director), Indonesia (General Manager) and the Netherlands (Director Corporate Marketing, Director Heineken Export Group). Executive Board responsibility: Group Control & Accounting, Group Finance, Group Business Development, Group IT and Group Business Processes. 3. Didier Debrosse (French; 1956) Regional President Western Europe Joined Heineken in France in 1997 as Sales and Marketing Manager, after having worked with Nivea and Kraft Jacobs Suchard, where he had various commercial positions. He was later appointed General Manager of Brasseries Heineken in France. In 2003 he became Managing Director of Heineken France and Regional President in Marc Gross (French; 1958) Group Supply Chain Director Joined Heineken in Greece in In 1999 he became Regional Technical Manager North, Central and Eastern Europe. In 2002 he became Managing Director of Heineken Netherlands Supply. Prior to joining Heineken, he held various management roles with international food and consumer businesses. He was appointed Group Supply Chain Director in

15 13 5. Siep Hiemstra (Dutch; 1955) Regional President Asia Pacific Joined Heineken in 1978 and worked in various commercial and logistic positions. In 1989 he was appointed Country Manager of Heineken Export based in Seoul, South Korea. Subsequently, he held various management positions in several countries including Papua New Guinea, Ile de la Réunion and Singapore. In 2001 he was appointed Director of Heineken Technical Services and Regional President in Tom de Man (Dutch; 1948) Regional President Africa and the Middle East Joined Heineken Technical Services in Following this, he held various management positions in Singapore, Korea, Japan, Nigeria and Italy. From 1992, he was Group Production Policy & Control Director. In 2003 he was appointed Managing Director of Heineken s operations in Sub-Saharan Africa and Regional President in Frans van der Minne (Dutch; 1948) Group Human Resources Director Joined Heineken in 1975 in sales. He held various management positions in the export organisation. In 1988 he was appointed General Manager of the Murphy Brewery, Ireland. In 1989 he became Director of Heineken Export and in 1999 he became Director of Central and Eastern Europe. He was appointed President of Heineken USA in 2000 and became Group Human Resources Director in Nico Nusmeier (Dutch; 1961) Regional President Central and Eastern Europe Joined Heineken in 1985 as a management trainee and graduated as a master brewer in Since then he has held various management positions within Heineken in many parts of the world. In 2001 he was appointed Managing Director of Grupa Żywiec in Poland and Regional President in Sean O Neill (British; 1963) Group Corporate Relations Director Joined Heineken in 2004 following eight years in senior roles within the alcoholic beverages sector. Prior to this, he held management roles with a global communication and corporate affairs consultancy based in the UK, Russia, the Middle East and Australia. In 2005 he was appointed Group Corporate Relations Director. 10. Stefan Orlowski (Polish/Australian; 1966) Group Commerce Director Joined Heineken in 1998, working as Vice-President & Managing Director of Grupa Żywiec. From 2003 to 2006, he was Chief Operating Officer, first of Brau Union AG and as of 2005, of Central and Eastern Europe (C&EE) with direct responsibility as Managing Director Central Europe for the Central European markets and for Marketing, Sales and Distribution of C&EE. In October 2007 he was appointed Group Commerce Director. 11. Floris van Woerkom (Dutch; 1963) Group Control and Accounting Director Joined Heineken in 2005 as Group Control & Accounting Director, after having worked with Unilever for 18 years, where he held various international positions including Finance Director in Mexico and regional Vice-President Finance in Latin America. 12. Massimo von Wunster (Italian; 1957) Regional President Americas Worked with Wunster Brewery, a family-owned brewery founded in 1879, before joining Heineken in He held various positions within Heineken s Italian organisation, before being appointed Managing Director of Heineken Italia in 2001 and Regional President in (Regional Presidents and Group Directors are shown in alphabetical order.)

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