management's conference call presentation for the

13
Anadolu Efes Recommended Offer to acquire the minorities of EBI Alejandro Jimenez Efes Beer Group President Can Caka Anadolu Efes Finance and Investor July 17, 2009 Efes Beer Group President Anadolu Efes Finance and Investor Relations Director

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Page 1: Management's Conference Call Presentation for the

Anadolu EfesfRecommended Offer to acquire the minorities of EBI

Alejandro JimenezEfes Beer Group President

Can Caka Anadolu Efes Finance and Investor

July 17, 2009

Efes Beer Group President Anadolu Efes Finance and Investor Relations Director

Page 2: Management's Conference Call Presentation for the

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN

PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN

OR ANY RESTRICTED JURISDICTIONOR ANY RESTRICTED JURISDICTION

This report may contain certain forward-looking statements concerning our

future performance and should be considered as good faith estimates made

by the Company. These forward-looking statements reflect management

t ti d b d tl il bl d t A t l ltexpectations and are based upon currently available data. Actual results are

subject to future events and uncertainties, which could materially impact the

Company’s actual performance.Company s actual performance.

2

Page 3: Management's Conference Call Presentation for the

EfesEfes BBeverage everage Group todayGroup today

3

Page 4: Management's Conference Call Presentation for the

Background and key dates in EBI’s Background and key dates in EBI’s developmentdevelopmentpp

1996 EBI founded in the Netherlands1996 EBI founded in the NetherlandsEfes Karaganda Brewery (Kazakhstan) acquired by Anadolu Efes (later acquired by EBI in 2002)

1999 Moscow EBI Brewery (MEB) established in partnership with EBRD2002 EBI issues new capital to foreign institutional investors via a private placement to provide external

funding for rapidly growing operations2003 Acquisition of leading Moldovan brewer Vitanta Intravest (EBI Moldova) and of Amstar Brewery in the

Urals and of Pancevo Brewery in Serbia2004 IPO of EBI and listing of GDRs on the LSE with a free float of 29.78% (Anadolu Efes retained 70.22%)g ( )

Acquisition of Zajecar Brewery in Serbia2006 Acquisition of Krasny Vostok Brewing group in Russia, and increase in effective ownership of

Moscow Brewery to 91%$300m rights issue with Anadolu Efes subscribing pro rata and EBI’s public minority shareholders$300m rights issue, with Anadolu Efes subscribing pro rata and EBI s public minority shareholders participating

2007 Alejandro Jimenez appointed CEO and Chairman of the Board of Management of Anadolu Efes Beverage Group

2008 C ll b ti ith H i k i K kh t & S bi2008 Collaboration with Heineken in Kazakhstan & SerbiaAcquisition of leading Georgian brewer JSC Lomisi

2008-2009 Market for EBI GDRs deteriorates progressively and becomes highly illiquidToday Recommended offer by Anadolu Efes to buy-out the public minority shareholders of EBI

4

y y y p y

Page 5: Management's Conference Call Presentation for the

Rationale for the Recommended OfferRationale for the Recommended Offer

•EBI is a key asset of Anadolu Efes both strategically and financially•EBI is a key asset of Anadolu Efes, both strategically and financially

•Provides greater operational flexibility to develop EBI business via organic growth and acquisitionsacquisitions

•Benefits the credit profile of Anadolu Efes via strengthening of shareholders equity and optimisation of intra-group cash flowp g p

•Removes financial, managerial and regulatory burdens of maintaining separate public listing of EBI

•Liquidity in EBI’s GDRs has deteriorated significantly over the last 12 months – Recommended Offer provides an opportunity for the minorities to realise an attractive value for their investment in EBIin EBI

5

Page 6: Management's Conference Call Presentation for the

The Recommended OfferThe Recommended Offer

•Price of $11 10 per GDR (equivalent to $2 22 per underlying EBI share)•Price of $11.10 per GDR (equivalent to $2.22 per underlying EBI share)

•Recommended by the Independent EBI Directors, in accordance with the UK Takeover Code

•Values the 29.78% of EBI’s equity held by GDR shareholders at c.$140m– Implied total equity value of EBI of c.$469m

•A fair price at a reasonable premium– 27.6% to day prior to announcement ($8.70 on 16 July 2009)– 28.9 % to average price2 of $8.61 for the last month– 56.8 % to average price2 of $7.08 for the last 3 months– 96.8 % to average price2 of $5.64 for the last 6 months

Notes

6

Notes1. Each EBI GDR represents five EBI shares2. Average prices stated based on average closing middle market prices of GDRs

Page 7: Management's Conference Call Presentation for the

Key datesKey dates

17 July 2009* Announcement of Offer

11 August 2009* EBI EGM (for information purposes only)

19 August 2009* First closing date of the offer19 August 2009* First closing date of the offer

*These dates are guidelines and are subject to change*These dates are guidelines and are subject to change

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Page 8: Management's Conference Call Presentation for the

Thank You !YQuestions Please...

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Page 9: Management's Conference Call Presentation for the

Appendix

Page 10: Management's Conference Call Presentation for the

Overview of EBI Overview of EBI

Volume Development

13.314.1

p• Consolidated sales volume down 4.6% in 1Q2009

compared to the same period of previous year

• Decline was 2.8% on an organic basis(1)

11.7 11.7

7.1 6.7

g

mhl

(1) By excluding i) the sales volume of JSC Lomisi in Georgia, which EBI acquired in February 2008 and started full consolidation starting from March 1st 2008, ii) the sales volume of Efes Serbia, which is excluded from EBI’s financials after the end of 1H2008

2005 2006 2007 2008 1H2008 1H2009 Breakdown of Sales Volume

is excluded from EBI s financials after the end of 1H2008

Moldova

Sales volume decline was due to: Georgia 4.5%

Kazakhstan 11.5%

Moldova4.7%

• the continued effect of the economic slowdown

in the region

• the strong base of 1Q2008Russia79.4%the strong base of 1Q2008

Numbers may not add up to 100 due to rounding.10

Page 11: Management's Conference Call Presentation for the

Overview of EBI Overview of EBI -- RussiaRussia

Volume Development Market Share by Volume

10.411.1 BBH

40,4%EBI9 3%

SAB Miller6,6%

Others12,4%

l

The Nielsen C

oY

TD M

arch 200

6.0

8.7

5.6 5.3

40,4%

InBev16,0%

Heineken15,4%

9,3%

mh

ompany, Total N

a09

2005 2006 2007 2008 1H2008 1H2009

tional Urban, Numbers may not add up to 100 due to rounding.

• Sales volume down by 5.3% vs. high single digit decline in beer market in 1H2009

• 2Q sales volume declined by 5.3%

• Market share slightly increased

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Page 12: Management's Conference Call Presentation for the

Overview of EBI Overview of EBI –– Other operating Other operating countriescountries

1.31.4

29,7%5,0%

5,0%2,6%

10,5% EBI

BBHhsta

n

mhl

*#2 brewer*Capacity:2.4 mhl

0.8

0.9

0.7

0.8

47,2%

Shymkentpivo

Inbev

Heineken

OthersKaz

akh

1.21 2

2005 2006 2007 2008 1H2008 1H2009

a

*#1 brewer4,7%

2,1% 4,6%

The Nielsen Company, YTD March 2009

1.0

1.2

0.9mhl

Mol

dova *Capacity: 2.5 mhl

70,9%

17,7% EBI

BBH

INBEV 

Oboloni

2005 2006 2007 2008 1H2008 1H2009

0.4 0.4

M Others

MEMRB, YTD March 2009

orgi

a #1 brewerCapacity: 0.7 mhlEBI t d th G i b k t b th i iti f th l di b i th k t JSC L i i

Ge EBI entered the Georgian beer market by the acquisition of the leading brewer in the market, JSC Lomisi

(“Lomisi”), in February 2008 and included this operation in its financials starting from March 2008Market share up to 52.0% in 1Q2009 vs 50.2% in 1Q2008Sales volume of 0.3 mhl in 1H200912

Page 13: Management's Conference Call Presentation for the

Anadolu Efes’ StructureAnadolu Efes’ Structure

Yazıcı Holding  30.9% Özilhan Sınai Yatırım 17.5% Anadolu Endüstri Holding 7.8%

ANADOLU EFESPublic

43.8%

TURKEY BEER OPERATIONS

50.3%70.2%

EFES BREWERIES

INTERNATIONAL (EBI)

INTERNATIONAL BEER

COCA-COLA İÇECEK1

(CCI)Public29.8%

24.6%

PublicINTERNATIONAL BEER

OPERATIONSCOCA-COLA OPERATIONS

•Selected among the five most transparent companies by S&P for the 3rd consecutive year in 2008

(1) 20% held by TCCEC (The Coca-Cola Export Corporation) and 5% by Özgörkey Holding.* Only the major subsidiaries of the Group are presented

Selected among the five most transparent companies by S&P for the 3rd consecutive year in 2008•Level 1 ADR Program13